Common use of Conversion Clause in Contracts

Conversion. Class A OP Preferred Units shall be convertible by the General Partner as holder thereof as follows: (a) Upon conversion of any number of Series A Preferred Shares into Common Shares, an equal number of Class A OP Preferred Units shall automatically be converted into OP Common Units. The conversion ratio in effect from time to time for the conversion of Class A OP Preferred Units into OP Common Units pursuant to this Section 7 shall at all times be equal to, and shall be automatically adjusted as necessary to reflect, the conversion ratio in effect from time to time for the conversion of Series A Preferred Shares into Common Shares. (b) The General Partner, as holder of Class A OP Preferred Units shall be entitled, with respect to such Class A OP Preferred Units held, at the close of business on a Record Date, to receive the distribution payable on such units on the corresponding Distribution Payment Date (the period with respect which a distribution is made on a Distribution Payment Date called the "quarter"); provided, however, that if Class A OP Preferred Units are converted during the period between the close of business on any Record Date and the opening of business on the corresponding Distribution Payment Date then the General Partner as such holder, in addition to all accrued and unpaid distributions with respect to prior quarters, shall be entitled to receive a pro rata portion of the distribution which would have been payable on such converted Class A OP Preferred Units had such Units been outstanding for the entire quarter determined by multiplying the amount of the distribution which would have been payable on such converted Class A OP Preferred Unit had such Units been outstanding for the entire such quarter by a fraction the numerator of which is the number of days in the current quarter elapsed through the day immediately preceding the date of conversion of such converted Class A OP Preferred Units and the denominator of which is the total number of days in the current quarter; provided, further, that the General Partner as such converting holder will be required to pay to the Partnership (and the Partnership shall be entitled to deduct from the pro rata distribution which the General Partner as such holder is entitled to receive with respect to the converted Class A OP Preferred Units for such quarter) at the time of such conversion a pro rata portion of the distribution which the General Partner as such converting holder is expected to receive on the OP Common Units into which his Class A OP Preferred Units were converted for such quarter determined by multiplying the amount of the distribution which would have been payable on such OP Common Units for the immediately preceding quarter by a fraction the numerator of which is the number of days in the current quarter elapsed through the day immediately preceding the date of conversion of such converted Class A OP Preferred Units and the denominator of which is the total number of days in the current quarter. In the event that the distribution on the OP Common Units for the quarter in which the Class A OP Preferred Units are converted to OP Common Units is less than the distribution on the OP Common Units for the immediately preceding quarter, the Partnership will pay the General Partner as such holder an amount equal to the difference between (i) the pro rata portion of the distribution on the OP Common Units which the General Partner as holder was expected to receive and which was deducted by the Partnership pursuant to the last proviso of the preceding sentence and (ii) the pro rata portion of the distribution on the OP Common Units which the holder actually received. (c) No fractional OP Common Units shall be issued upon conversion of Class A OP Preferred Units. Instead of any fractional OP Common Units that would otherwise be deliverable upon the conversion of Class A OP Preferred Units, the Partnership shall pay to the General Partner as holder of such converted units an amount in cash equal to the cash payable to a holder of an equivalent number of converted Series A Preferred Shares in lieu of fractional Common Shares. (d) The Partnership will pay any and all documentary stamp, issue or transfer taxes, and any other similar taxes, payable in respect of (i) the issue or delivery of OP Common Units or other securities or property on conversion or redemption of Class A OP Preferred Units pursuant hereto, and (ii) the issue or delivery of Common Shares or other securities or property on conversion or redemption of Series A Preferred Shares pursuant to the terms of the General Partner's Declaration of Trust, as the same may be amended, restated or supplemented from time to time.

Conversion. Class A OP Preferred Units shall be convertible by the General Partner as holder thereof as follows: (a) Upon conversion The outstanding principal amount of any number of Series A Preferred Shares into Common Shares, an equal number of Class A OP Preferred Units shall automatically this Note may be converted in whole or in part by the Investor into OP shares of Common Units. The conversion ratio in effect from time to time for Stock of LTC (the "Conversion Shares") at the conversion of Class A OP Preferred Units into OP Common Units pursuant price equal to this Section 7 shall $.10 per share (the "Conversion Price") at all times be equal to, and shall be automatically adjusted as necessary to reflect, any time after the conversion ratio in effect from time to time for the conversion of Series A Preferred Shares into Common Sharesdate hereof. (b) The General Partneroutstanding principal of this Note shall automatically convert into Conversion Shares at the Conversion Price on the first anniversary of the date that LTC has increased its number of authorized shares of Common Stock to a number sufficient to issues shares of Common Stock to all holders of LTC convertible securities including the Notes (the "Maturity Date"). (c) In order to effect the conversion of all or part of the Note, Investor shall issue a notice of conversion substantially in the form attached hereto (the "Notice of Conversion") which may be by facsimile and surrender the Note for conversion if the Note is not already in possession of LTC. Each conversion of all or any portion of the Note will be deemed to have been effected as holder of Class A OP Preferred Units shall be entitled, with respect to such Class A OP Preferred Units held, at the close of business on a Record Datethe date on which the Note has been surrendered at the principal office of LTC. At such time as such conversion has been effected, to receive the distribution payable on such units on extent that any portion of the corresponding Distribution Payment Date (Note is converted, the period with respect which a distribution is made on a Distribution Payment Date called the "quarter"); provided, however, that if Class A OP Preferred Units are converted during the period between the close rights of business on any Record Date and the opening of business on the corresponding Distribution Payment Date then the General Partner as such holder, in addition to all accrued and unpaid distributions Investor with respect to prior quarters, shall be entitled to receive a pro rata such portion of the distribution which would Note shall cease and Investor shall be deemed to have been payable on such converted Class A OP Preferred Units had such Units been outstanding for become the entire quarter determined by multiplying the amount holder of record of the distribution which would have been payable on such converted Class A OP Preferred Unit had such Units been outstanding for the entire such quarter by a fraction the numerator shares of which is the number of days in the current quarter elapsed through the day immediately preceding the date of conversion of such converted Class A OP Preferred Units and the denominator of which is the total number of days in the current quarter; provided, further, that the General Partner as such converting holder will be required to pay to the Partnership (and the Partnership shall be entitled to deduct from the pro rata distribution which the General Partner as such holder is entitled to receive with respect to the converted Class A OP Preferred Units for such quarter) at the time of such conversion a pro rata portion of the distribution which the General Partner as such converting holder is expected to receive on the OP Common Units into which his Class A OP Preferred Units were converted for such quarter determined by multiplying the amount of the distribution which would have been payable on such OP Common Units for the immediately preceding quarter by a fraction the numerator of which is the number of days in the current quarter elapsed through the day immediately preceding the date of conversion of such converted Class A OP Preferred Units and the denominator of which is the total number of days in the current quarter. In the event that the distribution on the OP Common Units for the quarter in which the Class A OP Preferred Units are converted to OP Common Units is less than the distribution on the OP Common Units for the immediately preceding quarter, the Partnership will pay the General Partner as such holder an amount equal to the difference between (i) the pro rata portion of the distribution on the OP Common Units which the General Partner as holder was expected to receive and which was deducted by the Partnership pursuant to the last proviso of the preceding sentence and (ii) the pro rata portion of the distribution on the OP Common Units which the holder actually receivedConversion Shares represented thereby. (cd) No fractional OP Common Units Shares shall be issued upon conversion of Class A OP Preferred Unitsthe Note. Instead In lieu of any fractional OP Common Units that share to which the holder would otherwise be deliverable entitled, LTC shall round up to the nearest whole Common Share. (e) Within ten days after a conversion has been effected, LTC will deliver to Investor: (i) a certificate or certificates representing the number of Conversion Shares issuable by reason of conversion in the name of Investor and in such denomination or denominations as Investor has specified; and (ii) a new Note representing any principal balance which was not converted into Conversion Shares in connection with such conversion; all other terms and conditions of the Note will remain in full force and effect. (f) The issuance of certificates for Conversion Shares upon the conversion of Class A OP Preferred Units, the Partnership shall pay Note will be delivered by LTC within ten days of the date of conversion and will be made without charge to Investor for any issuance tax in respect thereof or other cost incurred by LTC in connection with such conversion and the General Partner as holder related issuance of such converted units an amount in cash equal to the cash payable to a holder of an equivalent number of converted Series A Preferred Shares in lieu of fractional Common Conversion Shares. (dg) The Partnership will pay Conversion Price in effect at any time and all documentary stamp, issue or transfer taxes, the number and any other similar taxes, payable in respect kind of securities purchasable upon the exercise of the Note shall be subject to adjustment from time to time upon the happening of certain events as follows after the date hereof and through and including the Maturity Date: (i) In case LTC shall (1) declare a dividend or make a distribution on its outstanding shares of Common Stock in shares of Common Stock, (2) subdivide or reclassify its outstanding shares of Common Stock into a greater number of shares, or (3) combine or reclassify its outstanding shares of Common Stock into a smaller number of shares, the issue Conversion Price in effect at the time of the record date for such dividend or delivery distribution or of OP the effective date of such subdivision, combination or reclassification shall be adjusted so that it shall equal the price determined by multiplying the Conversion Price by a fraction, the denominator of which shall be the number of shares of Common Units or other securities or property on conversion or redemption of Class A OP Preferred Units pursuant heretoStock outstanding after giving effect to such action, and the numerator of which shall be the number of shares of Common Stock immediately prior to such action. Such adjustment shall be made each time any event listed above shall occur. (ii) Whenever the issue or delivery of Common Shares or other securities or property on conversion or redemption of Series A Preferred Shares Conversion Price is adjusted pursuant to Subsection (i) above, the terms number of Conversion Shares purchasable upon conversion of the General Partner's Declaration Note shall simultaneously be adjusted by multiplying the number of TrustConversion Shares initially issuable upon conversion of the Note by the Conversion Price in effect on the date hereof and dividing the product so obtained by the Conversion Price, as adjusted. (iii) All calculations under this Section 3(g) shall be made to the nearest cent or to the nearest one-hundredth of a share, as the same case may be. (iv) Whenever the Conversion Price is adjusted, as herein provided, LTC shall promptly cause a notice setting forth the adjusted Conversion Price and adjusted number of Conversion Shares issuable upon exercise of the Note to be mailed to Investor, at its last address appearing in LTC's register. LTC may retain a firm of independent certified public accountants selected by the Board of Directors (who may be amendedthe regular accountants employed by LTC) to make any computation required by this Section. In the case of a dispute as to the adjustment of the Conversion Price, restated the parties hereto agree to arbitrate the same in an office of the American Arbitration Association in New York, New York utilizing its commercial arbitration rules with an arbitrator selected by the parties or supplemented from time in the event that they are unable to timedo so, by the American Arbitration Association.

Conversion. Class A OP Preferred Units Before Investor shall be convertible entitled to convert this Note into shares of Series B Preferred Stock, it shall surrender this Note (or a notice to the effect that the original Note has been lost, stolen or destroyed and an agreement acceptable to the Company whereby the holder agrees to indemnify the Company from any loss incurred by it in connection with this Note) and give written notice to the Company at its principal corporate office of the election to convert the same pursuant to Section 4(a), and shall state therein the amount of the unpaid principal amount of this Note to be converted. Upon such conversion of this Note, Investor hereby agrees, if requested by the General Partner Company, to execute and deliver to the Company, and if so executed and delivered, shall be bound upon such conversion by the obligations in, all transaction documents entered into by other purchasers of the Series B Preferred Stock (as holder thereof as follows: (a) Upon conversion of any number of may be amended), including the Series A Preferred Shares into Common SharesB Securities Purchase Agreement and other ancillary agreements, an equal number of Class A OP Preferred Units shall automatically be converted into OP Common Units. The conversion ratio in effect from time to time for the conversion of Class A OP Preferred Units into OP Common Units pursuant to this Section 7 shall at all times be equal towith customary representations and warranties and transfer restrictions, and shall be automatically adjusted as necessary bound upon such conversion by any transfer restrictions applicable to reflectany of the shares or holders thereof. The Company shall, within five business days, issue and deliver to such Investor a certificate or certificates (or a notice of issuance of uncertificated shares or book entry confirmation statement from the conversion ratio in effect from time to time Company’s transfer agent confirming the issuance of the shares, if applicable) for the number of shares to which Investor shall be entitled upon such conversion, including a check payable to Investor for any cash amounts payable as described in Section 4(b)(ii). Any conversion of Series A Preferred Shares into Common Shares. (bthis Note pursuant to Section 4(a) The General Partner, as holder of Class A OP Preferred Units shall be entitled, with respect deemed to have been made upon the satisfaction of all of the conditions set forth in this Section 4(b)(i) and on and after such Class A OP Preferred Units held, at date the close of business on a Record Date, Persons entitled to receive the distribution payable on shares issuable upon such units on the corresponding Distribution Payment Date (the period with respect which a distribution is made on a Distribution Payment Date called the "quarter"); provided, however, that if Class A OP Preferred Units are converted during the period between the close of business on any Record Date and the opening of business on the corresponding Distribution Payment Date then the General Partner as such holder, in addition to all accrued and unpaid distributions with respect to prior quarters, conversion shall be entitled to receive a pro rata portion of treated for all purposes as the distribution which would have been payable on such converted Class A OP Preferred Units had such Units been outstanding for the entire quarter determined by multiplying the amount of the distribution which would have been payable on such converted Class A OP Preferred Unit had such Units been outstanding for the entire such quarter by a fraction the numerator of which is the number of days in the current quarter elapsed through the day immediately preceding the date of conversion of such converted Class A OP Preferred Units and the denominator of which is the total number of days in the current quarter; provided, further, that the General Partner as such converting holder will be required to pay to the Partnership (and the Partnership shall be entitled to deduct from the pro rata distribution which the General Partner as such holder is entitled to receive with respect to the converted Class A OP Preferred Units for such quarter) at the time of such conversion a pro rata portion of the distribution which the General Partner as such converting holder is expected to receive on the OP Common Units into which his Class A OP Preferred Units were converted for such quarter determined by multiplying the amount of the distribution which would have been payable on such OP Common Units for the immediately preceding quarter by a fraction the numerator of which is the number of days in the current quarter elapsed through the day immediately preceding the date of conversion of such converted Class A OP Preferred Units and the denominator of which is the total number of days in the current quarter. In the event that the distribution on the OP Common Units for the quarter in which the Class A OP Preferred Units are converted to OP Common Units is less than the distribution on the OP Common Units for the immediately preceding quarter, the Partnership will pay the General Partner as such holder an amount equal to the difference between (i) the pro rata portion of the distribution on the OP Common Units which the General Partner as holder was expected to receive and which was deducted by the Partnership pursuant to the last proviso of the preceding sentence and (ii) the pro rata portion of the distribution on the OP Common Units which the holder actually received. (c) No fractional OP Common Units shall be issued upon conversion of Class A OP Preferred Units. Instead of any fractional OP Common Units that would otherwise be deliverable upon the conversion of Class A OP Preferred Units, the Partnership shall pay to the General Partner as record holder of such converted units an amount in cash equal to the cash payable to a holder of an equivalent number of converted Series A Preferred Shares in lieu of fractional Common Sharesshares. (d) The Partnership will pay any and all documentary stamp, issue or transfer taxes, and any other similar taxes, payable in respect of (i) the issue or delivery of OP Common Units or other securities or property on conversion or redemption of Class A OP Preferred Units pursuant hereto, and (ii) the issue or delivery of Common Shares or other securities or property on conversion or redemption of Series A Preferred Shares pursuant to the terms of the General Partner's Declaration of Trust, as the same may be amended, restated or supplemented from time to time.

Conversion. Class A OP Preferred Units The Holder or its assigns shall be convertible by have the General Partner as holder thereof as follows: (a) Upon conversion of any number of Series A Preferred Shares into Common Sharesright, an equal number of Class A OP Preferred Units shall automatically be converted into OP Common Units. The conversion ratio in effect from time to time for the conversion of Class A OP Preferred Units into OP Common Units pursuant to this Section 7 shall at all times be equal to, and shall be automatically adjusted as necessary to reflect, the conversion ratio in effect from time to time for the conversion of Series A Preferred Shares into Common Shares. (b) The General Partner, as holder of Class A OP Preferred Units shall be entitled, with respect to such Class A OP Preferred Units held, at the close of business on a Record Date, to receive the distribution payable on such units on the corresponding Distribution Payment Date (the period with respect which a distribution is made on a Distribution Payment Date called the "quarter"); provided, however, that if Class A OP Preferred Units are converted during the period between the close of business on any Record Date and the opening of business on the corresponding Distribution Payment Date then the General Partner as such holder, in addition to all accrued and unpaid distributions with respect to prior quarters, shall be entitled to receive a pro rata portion of the distribution which would have been payable on such converted Class A OP Preferred Units had such Units been outstanding for the entire quarter determined by multiplying the amount of the distribution which would have been payable on such converted Class A OP Preferred Unit had such Units been outstanding for the entire such quarter by a fraction the numerator of which is the number of days in the current quarter elapsed through the day immediately preceding the date of conversion of such converted Class A OP Preferred Units and the denominator of which is the total number of days in the current quarter; provided, further, that the General Partner as such converting holder will be required to pay to the Partnership (and the Partnership shall be entitled to deduct from the pro rata distribution which the General Partner as such holder is entitled to receive with respect to the converted Class A OP Preferred Units for such quarter) at the time of such conversion a pro rata portion of the distribution which the General Partner as such converting holder is expected to receive on the OP Common Units into which his Class A OP Preferred Units were converted for such quarter determined by multiplying the amount of the distribution which would have been payable on such OP Common Units for the immediately preceding quarter by a fraction the numerator of which is the number of days in the current quarter elapsed through the day immediately preceding the date of conversion of such converted Class A OP Preferred Units and the denominator of which is the total number of days in the current quarter. In the event that the distribution on the OP Common Units for the quarter in which the Class A OP Preferred Units are converted to OP Common Units is less than the distribution on the OP Common Units for the immediately preceding quarter, the Partnership will pay the General Partner as such holder an amount equal to the difference between (i) the pro rata portion of the distribution on the OP Common Units which the General Partner as holder was expected to receive and which was deducted by the Partnership pursuant to the last proviso of the preceding sentence and (ii) the pro rata portion of the distribution on the OP Common Units which the holder actually received. (c) No fractional OP Common Units shall be issued upon conversion of Class A OP Preferred Units. Instead of any fractional OP Common Units that would otherwise be deliverable upon the conversion of Class A OP Preferred Units, the Partnership shall pay to the General Partner as holder of such converted units an amount in cash equal to the cash payable to a holder of an equivalent number of converted Series A Preferred Shares in lieu of fractional Common Shares. (d) The Partnership will pay any and all documentary stamp, issue or transfer taxes, and any other similar taxes, payable in respect of (i) the issue or delivery of OP Common Units or other securities or property on conversion or redemption of Class A OP Preferred Units pursuant hereto, and (ii) the issue or delivery of Common Shares or other securities or property on conversion or redemption of Series A Preferred Shares pursuant to the terms of the General Partner's Declaration of Trust, as the same may be amended, restated or supplemented from time to time, commencing on the Issuance Date of this Note, to convert any part of the outstanding interest or Principal Amount of this Note into fully paid and non-assessable shares of Common Stock of the Maker (the “Conversion Stock”) at the Conversion Price determined as provided herein. Promptly after delivery to Maker of a Notice of Conversion of Convertible Note in the form attached hereto as Exhibit 1, properly completed and duly executed by the Holder or its assigns (a “Conversion Notice”), the Maker shall issue and deliver to or upon the order of the Holder that number of shares of Common Stock for the that portion of this Note to be converted as shall be determined in accordance herewith. No fraction of a share or scrip representing a fraction of a share will be issued on conversion, but the number of shares issuable shall be rounded to the nearest whole share. The date on which Notice of Conversion is given (the “Conversion Date”) shall be deemed to be the date on which the Holder faxes or emails the Notice of Conversion duly executed to the Maker. Certificates representing Common Stock upon conversion will be delivered to the Holder within two (2) trading days from the date the Notice of Conversion is delivered to the Maker. Delivery of shares upon conversion shall be made to the address specified by the Holder or its assigns in the Notice of Conversion.

Conversion. Class A OP Preferred Units shall be convertible by the General Partner as holder thereof as follows: (a) Upon The Holder of this Note is entitled at any time before the close of business on the date this Note is paid in full pursuant to the terms hereof, but prior to such payment (or, if the Holder has exercised his right to require the Company to redeem this Note or a portion hereof pursuant to Section 2 hereof, then in respect of this Note or such portion hereof, until and including, but (unless the Company defaults in making the payment due upon redemption) not after, 5:00 p.m., New York City time, on the Business Day prior to the Redemption Date), to convert this Note (or any portion of the principal amount hereof that is an integral multiple of $1,000), into fully paid and nonassessable Common Stock (as hereinafter defined) of the Company at the rate of 166.6667 shares of Common Stock for each $1,000 principal amount of this Note (or at the then current adjusted rate if an adjustment has been made as provided below) (the "Conversion Rate") by surrender of this Note accompanied by written notice to the Company that the Holder hereof elects to convert this Note (or if less than the entire principal amount hereof is to be converted, specifying the portion hereof to be converted). If less than the entire principal amount of this Note is to be converted, it shall be surrendered to the Company at the Designated Office (with, if the Company so requires, due endorsement by, or a written instrument of transfer in form reasonably satisfactory to the Company duly executed by the Holder hereof or his attorney duly authorized in writing), and the Company shall execute and make available for delivery to the Holder without service charge, a new Note, containing identical terms and conditions, each in an authorized denomination in aggregate principal amount equal to and in exchange for the unconverted portion of the principal of the Note so surrendered. The Company shall deliver to the Holder of this Note as soon as practicable after delivery by the Holder of this Note to the Company, but not more than fifteen (15) Trading Days after such delivery, the certificates representing shares of Common Stock issuable upon conversion of this Note and cash in lieu of any number of Series A Preferred Shares into Common Shares, an equal number of Class A OP Preferred Units shall automatically be converted into OP Common Units. The conversion ratio in effect from time to time for the conversion of Class A OP Preferred Units into OP Common Units pursuant to this Section 7 shall at all times be equal to, and shall be automatically adjusted as necessary to reflect, the conversion ratio in effect from time to time for the conversion of Series A Preferred Shares into Common Sharesfractional shares. (b) The General PartnerConversion Rate will be subject to adjustments from time to time as follows: (1) If the Company shall pay or make a dividend or other distribution on Common Stock of the Company payable in Common Stock, the Conversion Rate in effect at the opening of business on the day following the Determination Date (as holder of Class A OP Preferred Units hereinafter defined) for such dividend or other distribution shall be entitled, with respect to increased by dividing such Class A OP Preferred Units held, Conversion Rate by a fraction of which the numerator shall be the number of shares of Common Stock outstanding at the close of business on such Determination Date and the denominator shall be the sum of such number of shares of Common Stock and the total number of shares of Common Stock constituting such dividend or other distribution, such increase to become effective immediately after the opening of business on the day following such Determination Date. (2) If the Company shall issue rights, options or warrants to holders of its Common Stock entitling them to subscribe for or purchase Common Stock at a Record price per share less than the current market price per share (determined as provided in paragraph (7) of this Section 1(b)) of the Common Stock on the Determination Date for such distribution, the Conversion Rate in effect at the opening of business on the day following such Determination Date shall be increased by dividing such Conversion Rate by a fraction of which the numerator shall be the number of shares of Common Stock outstanding at the close of business on such Determination Date plus the number of shares of Common Stock which the aggregate of the offering price of the total number of shares of Common Stock so offered for subscription or purchase would purchase at such current market price and the denominator shall be the number of shares of Common Stock outstanding at the close of business on such Determination Date plus the number of shares of Common Stock so offered for subscription or purchase, such increase to become effective immediately after the opening of business on the day following such Determination Date. Upon the expiration of any right, option or warrant to purchase Common Stock the issuance of which resulted in an adjustment to the Conversion Rate pursuant to this paragraph (2) of Section 1(b), if any such right, option or warrant shall expire and shall not have been exercised, the Conversion Rate shall immediately upon such expiration be recomputed to the Conversion Rate which would have been in effect had the adjustment of the Conversion Rate made upon the issuance of such right, option or warrant been made on the basis of offering for subscription or purchase only that number of shares of Common Stock actually purchased upon the exercise of such right, option and warrant actually exercised. (3) If the outstanding Common Stock of the Company shall be subdivided into a greater number of shares of Common Stock, the Conversion Rate in effect at the opening of business on the day following the day upon which such subdivision becomes effective shall be proportionately increased, and, conversely, if outstanding Common Stock shall each be combined into a smaller number of shares of Common Stock, the Conversion Rate in effect at the opening of business on the day following the day upon which such combination becomes effective shall be proportionately reduced, such increase or reduction, as the case may be, to receive become effective immediately after the opening of business on the day following the day upon which such subdivision or combination becomes effective. (4) If the Company shall, by dividend or otherwise, distribute to all holders of its Common Stock evidences of its indebtedness, shares of any class of capital stock, or other property (including securities, but excluding (i) any rights, options or warrants referred to in paragraph (2) of this Section 1(b), (ii) any dividend or distribution payable paid exclusively in cash, (iii) any dividend or distribution referred to in paragraph (1) of this Section 1(b) and (iv) any merger or consolidation to which Section 1(f) applies (the "Distributed Property"), the Conversion Rate shall be adjusted so that the same shall equal the rate determined by dividing the Conversion Rate in effect immediately prior to the close of business on the Determination Date for such distribution by a fraction of which the numerator shall be the current market price per share (determined as provided in paragraph (7) of this Section 1(b)) of the Common Stock on such units Determination Date less the then fair market value of the portion of the assets, shares or evidences of indebtedness so distributed applicable to one share of Common Stock and the denominator shall be such current market price per share of the Common Stock, such adjustment to become effective immediately prior to the opening of business on the corresponding Distribution Payment Date (the period with respect which a distribution is made on a Distribution Payment Date called the "quarter")day following such Determination Date; provided, however, that if Class A OP Preferred Units are the Distributed Property consists of shares of capital stock of a subsidiary, the Company will make adequate provision so that the Holder shall have the right to receive upon conversion the amount of such shares of capital stock that such Holder would have received if such Holder had converted during such Note on the record date, in which case there will be no adjustment to the Conversion Price. Under the provisions of the Company's Rights Plan, upon conversion of the Note into Common Stock, to the extent that the Rights Plan is still in effect upon such conversion, the Holder will receive, in addition to the Common Stock, the rights described therein (whether or not the rights have separated from the Common Stock at the time of conversion), subject to the limitations set forth in the Rights Plan. Any distribution of rights or warrants pursuant to the Rights Plan in compliance with the requirements set forth in the immediately preceding sentence of this paragraph shall not constitute a distribution of rights or warrants pursuant to this Section 1(b). (5) If the Company shall, by dividend or otherwise, distribute to all holders of its Common Stock cash (excluding any cash that is distributed as part of a distribution referred to in paragraph (4) of Section 1(b)) in aggregate amount that, combined together with (I) the aggregate amount of any other cash distributions to all holders of its Common Stock made exclusively in cash within the twelve (12) months preceding the date of payment of such distribution and in respect of which no adjustment pursuant to this paragraph (5) of Section 1(b) has been made and (II) the aggregate of any cash plus the fair market value of consideration payable in respect of any tender offer by the Company or any of its subsidiaries for all or any portion of the Common Stock (other than Common Stock purchased by the Company at or below fair market value) concluded within the twelve (12) months preceding the date of payment of such distribution (the "combined cash amount"), exceeds fifty percent (50%) of the net earnings of the Company determined in accordance with GAAP for the trailing twelve month period between preceding the date of such distribution (the "aggregate earnings"), then, and in each such case, immediately after the close of business on such date for determination, the Conversion Rate shall be adjusted so that the same shall equal the rate determined by dividing the Conversion Rate in effect immediately prior to the close of business on the date fixed for determination of the stockholders entitled to receive such distribution by a fraction (i) the numerator of which shall be equal to the current market price per share of the Common Stock on the date fixed for such determination less an amount equal to the quotient of (x) the excess of such combined cash amount over the aggregate earnings divided by (y) the number of shares of Common Stock outstanding on such date for determination and (ii) the denominator of which shall be equal to the current market price per share of the Common Stock on such date for determination. (6) If the Company issues Common Stock or securities (including options and warrants) convertible into, or exchangeable for, Common Stock at a price per share (or having a conversion or exchange price per share) that is less than the fair market value per share of the Common Stock at the date of issuance (but excluding issuances: (a) pursuant to any Record Date bona fide plan for the benefit of employees or directors of the Company now in effect or any comparable plans adopted in the future, provided such future plans contain terms and conditions that, taken as a whole, are no more favorable than the Company's current plans; (b) to acquire all or any portion of a business in an arm's-length transaction between the Company and an unaffiliated third party including, if applicable, issuances upon exercise of options or warrants assumed in connection with such an acquisition; and (c) pursuant to the exercise of warrants, rights or options, or upon the conversion of convertible securities, which are issued and outstanding on the date hereof, or which may be issued in the future at fair value and with an exercise price or conversion price at least equal to the current market price per share (determined as provided in paragraph (7) of this Section 1(b)) of the Common Stock at the time of issuance of such warrant, right, option or convertible security, the Conversion Rate in effect at the opening of business on the corresponding Distribution Payment Date then day following the General Partner as date on which any such holder, in addition to all accrued and unpaid distributions with respect to prior quarters, issuance is made shall be entitled to receive a pro rata portion of the distribution which would have been payable on such converted Class A OP Preferred Units had such Units been outstanding for the entire quarter determined increased by multiplying the amount of the distribution which would have been payable on such converted Class A OP Preferred Unit had such Units been outstanding for the entire such quarter Conversion Rate by a fraction of which the numerator shall be the sum of which is the number of days in shares of Common Stock (assuming for purposes hereof the current quarter elapsed through conversion or exercise of all outstanding securities convertible into or exchangeable for Common Stock) outstanding on such date plus the day immediately preceding number of additional shares of Common Stock issued (or into which the date of conversion of such converted Class A OP Preferred Units convertible securities may convert), and the denominator of which is shall be the sum of the number of shares of Common Stock (assuming for purposes hereof the conversion or exercise of all outstanding securities convertible into or exchangeable for Common Stock) outstanding on such date plus the number of shares of Common Stock which the aggregate consideration receivable by the Company for the total number of days in shares of Common Stock so issued (or into which the current quarter; provided, further, that convertible securities may convert) would purchase at the General Partner as fair market value per share of the Common Stock on such converting holder will be required date. An adjustment made pursuant to pay to the Partnership this paragraph (and the Partnership 6) shall be entitled to deduct from the pro rata distribution which the General Partner as such holder is entitled to receive with respect to the converted Class A OP Preferred Units for such quarter) at the time of such conversion a pro rata portion of the distribution which the General Partner as such converting holder is expected to receive made on the OP Common Units into next Business Day following the date on which his Class A OP Preferred Units were converted for any such quarter determined by multiplying issuance is made and shall be effective retroactively immediately after the amount close of the distribution which would have been payable business on such OP Common Units for the immediately preceding quarter by a fraction the numerator date. For purposes of which is the number of days in the current quarter elapsed through the day immediately preceding the date of conversion of such converted Class A OP Preferred Units and the denominator of which is the total number of days in the current quarter. In the event that the distribution on the OP Common Units for the quarter in which the Class A OP Preferred Units are converted to OP Common Units is less than the distribution on the OP Common Units for the immediately preceding quarterthis paragraph (6), the Partnership will pay aggregate consideration receivable by the General Partner as such holder an amount Company in connection with the issuance of shares of Common Stock or of securities convertible into shares of Common Stock shall be deemed to be equal to the difference between sum of the aggregate offering price (before deduction of underwriting discounts or commissions and expenses payable to third parties) of all such securities plus the minimum aggregate amount, if any, payable upon conversion of any such convertible securities into shares of Common Stock. (7) For the purpose of any computation under paragraphs (2), (4), (5) or (6) of this Section 1(b), the current market price per share of Common Stock on any date shall be deemed to be the average of the daily Closing Prices for the five (5) consecutive Trading Days commencing ten (10) Trading Days before the earlier of (i) the pro rata portion of the distribution on the OP Common Units which the General Partner as holder was expected to receive and which was deducted by the Partnership pursuant to the last proviso of the preceding sentence day in question and (ii) the pro rata portion day before the "ex" date with respect to the issuance or distribution requiring such computation. For purposes of this paragraph, the distribution term "ex date", when used with respect to any issuance or distribution, means the first date on which the Common Stock trades regular way in the applicable securities market or on the OP Common Units which applicable securities exchange without the holder actually receivedright to receive such issuance or distribution. (c) No fractional OP Common Units The Company shall be issued upon conversion of Class A OP Preferred Units. Instead promptly notify the Holder pursuant to Section 8(b) of any fractional OP Common Units that would otherwise be deliverable upon the conversion of Class A OP Preferred Units, the Partnership shall pay adjustment to the General Partner as holder Conversion Rate required by paragraphs (1), (2), (3), (4), (5) and (6) of such converted units an amount in cash equal to the cash payable to a holder of an equivalent number of converted Series A Preferred Shares in lieu of fractional Common Sharesthis Section 1(b). (d) The Partnership Company shall at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued Common Stock, for the purpose of effecting the conversion of the Note, the full number of shares of Common Stock then issuable upon the conversion of this Note. (e) The Company agrees that all Common Stock which may be delivered upon conversion of the Note, upon such delivery, will pay have been duly authorized and validly issued and will be fully paid and nonassessable and free of preemptive rights (and shall be issued out of the Company's authorized but unissued Common Stock). (f) In the event of any recapitalization or reclassification of the Common Stock (other than a change in par value, or as a result of a subdivision or combination covered by paragraph (3) of this Section 1(b)) (collectively, a "Capital Reorganization"), the Company shall execute and all documentary stampdeliver to the Holder a supplemental agreement providing that the Holder has the right thereafter, issue during the period this Note shall be convertible as specified in Section 1(a), to convert this Note only into the kind and amount of securities, cash and other property receivable upon such Capital Reorganization by a holder of the number of shares of Common Stock of the Company into which this Note might have been converted immediately prior to such Capital Reorganization, and, if holders of the Company's Common Stock are given the right to elect the kind or transfer taxesamount of securities, and any other similar taxes, payable in respect of (i) the issue or delivery of OP Common Units cash or other securities or property receivable upon such Capital Reorganization, then the Holder shall be provided the right to so elect and notice of such right to elect on conversion or redemption the same terms and conditions offered to the holders of Class A OP Preferred Units pursuant hereto, and the Company's Common Stock. (iig) the issue or delivery of Common Shares or other securities or property on conversion or redemption of Series A Preferred Shares The Company shall not consummate a transaction pursuant to which it is acquired by or merged or consolidated into another Person or convey, transfer or sell all or substantially all of its assets (an "Acquisition Event"), unless the terms of the General Partner's Declaration of Trustsuccessor Person (or its ultimate parent, as the same may be amended, restated or supplemented from time to time.if applica

Conversion. Class A OP Preferred Units (a) At any time prior to the earlier to occur of a Stage 1 Qualifying Financing or the Maturity Date, the principal of and accrued interest on this Note shall be convertible at the election of the Maker (which shall occur only upon Maker's receipt of a request to do so from Investor and, as applicable, Other Investors, collectively holding a majority of the Convertible Preferred Stock outstanding at the time of such request) into a number (rounded down in the case of any fractional shares) of fully paid and non-assessable shares of Common Stock, par value $.001 per EXECUTION VERSION share, of the Maker equal to the amount being converted divided by the General Partner Conversion Price (as holder thereof as follows: (a) Upon conversion of any number of Series A Preferred Shares into Common Shares, an equal number of Class A OP Preferred Units shall automatically be converted into OP Common Units. The conversion ratio in effect from time to time for the conversion of Class A OP Preferred Units into OP Common Units pursuant to this Section 7 shall at all times be equal to, and shall be automatically adjusted as necessary to reflect, the conversion ratio in effect from time to time for the conversion of Series A Preferred Shares into Common Sharesdefined herein). (b) The General PartnerAt any time following the occurrence of a Stage 1 Qualifying Financing and prior to the earlier to occur of a Stage 2 Qualifying Financing or the Maturity Date, the principal of and accrued interest on this Note shall be convertible at the election of Holder into a number (rounded down in the case of any fractional shares) of fully paid and non-assessable shares of Common Stock, par value $.001 per share, of the Maker equal to the amount being converted divided by the Conversion Price. (c) At any time following the occurrence of a Stage 2 Qualifying Financing and prior to the Maturity Date, the principal of and accrued interest on this Note shall be convertible at the election of the Maker (which shall occur only upon Maker's receipt of a request to do so from Investor and, as holder of Class A OP Preferred Units shall be entitledapplicable, with respect to such Class A OP Preferred Units heldOther Investors, at the close of business on collectively holding a Record Date, to receive the distribution payable on such units on the corresponding Distribution Payment Date (the period with respect which a distribution is made on a Distribution Payment Date called the "quarter"); provided, however, that if Class A OP Preferred Units are converted during the period between the close of business on any Record Date and the opening of business on the corresponding Distribution Payment Date then the General Partner as such holder, in addition to all accrued and unpaid distributions with respect to prior quarters, shall be entitled to receive a pro rata portion majority of the distribution which would have been payable on such converted Class A OP Convertible Preferred Units had such Units been Stock outstanding for the entire quarter determined by multiplying the amount of the distribution which would have been payable on such converted Class A OP Preferred Unit had such Units been outstanding for the entire such quarter by a fraction the numerator of which is the number of days in the current quarter elapsed through the day immediately preceding the date of conversion of such converted Class A OP Preferred Units and the denominator of which is the total number of days in the current quarter; provided, further, that the General Partner as such converting holder will be required to pay to the Partnership (and the Partnership shall be entitled to deduct from the pro rata distribution which the General Partner as such holder is entitled to receive with respect to the converted Class A OP Preferred Units for such quarter) at the time of such conversion request) into a pro rata portion number (rounded down in the case of any fractional shares) of fully paid and non-assessable shares of Common Stock, par value $.001 per share, of the distribution which the General Partner as such converting holder is expected to receive on the OP Common Units into which his Class A OP Preferred Units were converted for such quarter determined by multiplying the amount of the distribution which would have been payable on such OP Common Units for the immediately preceding quarter by a fraction the numerator of which is the number of days in the current quarter elapsed through the day immediately preceding the date of conversion of such converted Class A OP Preferred Units and the denominator of which is the total number of days in the current quarter. In the event that the distribution on the OP Common Units for the quarter in which the Class A OP Preferred Units are converted to OP Common Units is less than the distribution on the OP Common Units for the immediately preceding quarter, the Partnership will pay the General Partner as such holder an amount Maker equal to the difference between (i) the pro rata portion of the distribution on the OP Common Units which the General Partner as holder was expected to receive and which was deducted amount being converted divided by the Partnership pursuant to the last proviso of the preceding sentence and (ii) the pro rata portion of the distribution on the OP Common Units which the holder actually received. (c) No fractional OP Common Units shall be issued upon conversion of Class A OP Preferred Units. Instead of any fractional OP Common Units that would otherwise be deliverable upon the conversion of Class A OP Preferred Units, the Partnership shall pay to the General Partner as holder of such converted units an amount in cash equal to the cash payable to a holder of an equivalent number of converted Series A Preferred Shares in lieu of fractional Common SharesConversion Price. (d) The Partnership will pay any and all documentary stampTo effect the conversion of this Note, issue or transfer taxes, and any other similar taxes, payable in respect a written notice of conversion specifying the date on which such conversion is to be effected (the "Conversion Date") shall be delivered: (i) in the issue case of a conversion pursuant to Section 5(a) or delivery of OP Common Units or other securities or property on conversion or redemption of Class A OP Preferred Units pursuant hereto5(c), by the Maker to the Holder; and (ii) in the issue or delivery case of a conversion pursuant to Section 5(b), by the Holder to the Maker. The Holder shall surrender this Note to the Maker and deliver a representation letter to the Maker containing customary private placement representations and warranties so that the issuance of the shares of Common Shares Stock upon conversion of this Note shall be exempt from registration under the Securities Act of 1933, as amended. Promptly following the Conversion Date, the Maker shall issue to the Holder the shares of Common Stock into which this Note has been converted, registered on the books of the Maker in the name of the Holder or its nominee and shall deliver the certificate(s) representing such shares to the Holder at the address specified by the Holder. From and after the Conversion Date, the Holder shall be treated for all purposes as the owner of the shares of Common Stock into which this Note has been converted and the certificate(s) for such shares shall be issued as of the Conversion Date. (e) The Maker shall, prior to any conversion of this Note, have reserved a sufficient number of duly authorized shares of Common Stock to satisfy the conversion of this Note. (f) As used herein, "Conversion Price" means $0.10 per share, as appropriately adjusted for stock splits, reverse stock splits, reclassifications, or other securities or property on conversion or redemption similar occurrences affecting the number of Series A Preferred Shares pursuant to the terms shares of the General Partner's Declaration of TrustCommon Stock outstanding after April 26, as the same may be amended, restated or supplemented from time to time2004.

Conversion. Class A OP Preferred Units shall be convertible by the General Partner as holder thereof as follows: (a) Upon conversion of any number Each share of Series A Preferred Shares into Common SharesStock may be converted, an equal number at the option of Class A OP Preferred Units shall automatically be converted into OP Common Units. The conversion ratio the holder thereof, at any time (i) after the HSR Clearance Date or (ii) upon the transfer (in effect from time to time for accordance with the conversion provisions of Class A OP Preferred Units into OP Common Units pursuant to this Section 7 shall at all times be equal to, and shall be automatically adjusted as necessary to reflect, the conversion ratio in effect from time to time for the conversion Stockholders Agreement) of such share of Series A Preferred Shares Stock to a Person other than a Stockholder or any Affiliate thereof, in the manner hereinafter provided, into one (subject to any adjustment required below) fully paid and nonassessable share of Common Shares. (b) The General PartnerStock; provided, as holder however, that on any liquidation of Class A OP Preferred Units the Corporation, the right of conversion shall be entitled, with respect to such Class A OP Preferred Units held, terminate at the close of business on a Record Date, the business day immediately preceding the date fixed for the payment of any amounts distributable on liquidation to receive the distribution payable on holders of the Series A Preferred Stock. (b) Each conversion of shares of Series A Preferred Stock into shares of Common Stock shall be effected by the prior written notice thereof by the holder of the Series A Preferred Stock and the surrender of the certificates representing the shares to be converted at the principal office of the Corporation (or such units other office or agency of the Corporation as the Corporation may designate by notice in writing to the holders of the Series A Preferred Stock as shown on the corresponding Distribution Payment Date books of the Corporation) at any time during normal business hours. Such notice shall state the name or names (with addresses) and denominations in which the period with respect which a distribution is made on a Distribution Payment Date called the "quarter"); provided, however, that if Class A OP Preferred Units certificate or certificates for such shares of Common Stock are converted during the period between to be issued and shall include instructions for reasonable delivery thereof. Each conversion shall be deemed to have been effected as of the close of business on any Record Date the date on which such certificates have been surrendered and such notice has been received. At such time, the opening of business on the corresponding Distribution Payment Date then the General Partner as such holder, in addition to all accrued and unpaid distributions with respect to prior quarters, shall be entitled to receive a pro rata portion rights of the distribution which would have been payable on such converted Class A OP Preferred Units had such Units been outstanding for the entire quarter determined by multiplying the amount holder of the distribution which would have been payable on such converted Class surrendered Series A OP Preferred Unit had such Units been outstanding for the entire such quarter by a fraction the numerator of which is the number of days in the current quarter elapsed through the day immediately preceding the date of conversion of such converted Class A OP Preferred Units and the denominator of which is the total number of days in the current quarter; provided, further, that the General Partner as such converting holder will be required to pay to the Partnership (and the Partnership shall be entitled to deduct from the pro rata distribution which the General Partner Stock as such holder is entitled to receive with respect to shall cease, and the converted Class A OP Preferred Units Person in whose name the certificates for such quarter) at the time shares of Common Stock will be issued upon such conversion a pro rata portion shall be deemed to have become the holder of record of the distribution which the General Partner as such converting holder is expected to receive on the OP Common Units into which his Class A OP Preferred Units were converted for such quarter determined by multiplying the amount of the distribution which would have been payable on such OP Common Units for the immediately preceding quarter by a fraction the numerator of which is the number of days in the current quarter elapsed through the day immediately preceding the date of conversion of such converted Class A OP Preferred Units and the denominator of which is the total number of days in the current quarter. In the event that the distribution on the OP Common Units for the quarter in which the Class A OP Preferred Units are converted to OP Common Units is less than the distribution on the OP Common Units for the immediately preceding quarter, the Partnership will pay the General Partner as such holder an amount equal to the difference between (i) the pro rata portion of the distribution on the OP Common Units which the General Partner as holder was expected to receive and which was deducted by the Partnership pursuant to the last proviso of the preceding sentence and (ii) the pro rata portion of the distribution on the OP Common Units which the holder actually receivedStock represented thereby. (c) No fractional OP Common Units shall be issued upon conversion Promptly after the surrender of Class A OP Preferred Units. Instead the certificates and the receipt of any fractional OP Common Units that would otherwise be deliverable upon the conversion of Class A OP Preferred Unitswritten notice, the Partnership Corporation shall pay to issue and deliver in accordance with the General Partner as holder surrendering holder's instructions (i) the certificates for the shares of Common Stock issuable upon such converted units an amount in cash equal to the cash payable to a holder conversion and (ii) certificates representing any surrendered shares of an equivalent number of converted Series A Preferred Shares Stock which were delivered to the Corporation in lieu of fractional Common Sharesconnection with such conversion but which were not requested to be converted and, therefore, were not converted. (d) The Partnership will issuance of certificates for Common Stock upon conversion of Series A Preferred Stock shall be made without charge to the holders of such shares for any issuance tax in respect thereof or other cost incurred by the Corporation in connection with such conversion and the related issuance of shares of Common Stock; provided that the Corporation shall not be required to pay any and all documentary stamp, issue or transfer taxes, and any other similar taxes, tax which may be payable in respect of (i) any transfer involved in the issue or issuance and delivery of OP Common Units or any certificate in a name other securities or property on conversion or redemption than that of Class the holder of the Series A OP Preferred Units pursuant hereto, Stock being converted. (e) The Corporation shall at all times reserve and (ii) the issue or delivery keep available out of its authorized but unissued shares of Common Shares Stock, solely for the purpose of issuance upon the conversion of the Series A Preferred Stock, such number of shares of Common Stock issuable upon conversion of all outstanding Series A Preferred Stock. All shares of Common Stock which are so issuable shall, when issued, be duly and validly issued fully paid and nonassessable and free from all taxes, liens and charges. The Corporation shall take all such actions as may be necessary to assure that all such shares of Common Stock may be so issued without violation of any applicable law or other governmental regulation or any requirement of any domestic securities or property on conversion or redemption exchange upon which shares of Common Stock may be listed (except for official notice of issuance which shall be immediately transmitted by the Corporation upon issuance). (f) The Corporation shall not close its books against the transfer of shares of Series A Preferred Shares pursuant Stock in any manner which would interfere with the timely conversion of any shares of Series A Preferred Stock. The Corporation shall assist and cooperate with any holder of Series A Preferred Stock required to make any governmental filings or obtain any governmental approval prior to or in connection with any conversion of Series A Preferred Stock hereunder (including, without limitation, making any filings required to be made by the terms of the General Partner's Declaration of Trust, as the same may be amended, restated or supplemented from time to timeCorporation).

Conversion. Class A OP The holders of the Series B Preferred Units Stock shall have conversion rights as follows: A. Each share of Series B Preferred Stock shall be convertible at the direction of, and by notice to the Corporation from, the holders of a majority of the outstanding shares of Series B Preferred Stock, at any time, at the office of the Corporation or any transfer agent for such Series, into one thousand (1,000) fully paid and nonassessable shares of Common Stock subject (x) to adjustment from time to time as provided below (as so adjusted, the "conversion ratio") and (y) (prior to the consummation of the Recapitalization) to limitations resulting from the available number of shares of Common Stock which may be reserved for issuance upon such conversion, provided ,that any conversion pursuant to this paragraph A of less than all of the outstanding shares of Series B Preferred Stock shall be on a pro rata basis amongst all holders of Series B Preferred Stock. After consummation of the Recapitalization, the number "1,000" in this paragraph shall be "1", subject to adjustment as provided in paragraph VIII.G. B. If the holders of a majority of the outstanding shares of Series B Preferred Stock give notice of conversion under paragraph A above, the Corporation shall notify all other record holders of Series B Preferred Stock (a "Conversion Notice"). Following receipt of a Conversion Notice, the holders of Series B Preferred Stock shall surrender the certificate or certificates therefor duly endorsed, at the office of the Corporation or of any transfer agent for such Series, and shall state therein the name or names in which the certificate or certificates for shares of Common Stock are to be issued. The Corporation shall, as soon as practicable thereafter, issue and deliver at such office to such holder, or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Common Stock to which such holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such Conversion Notice and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the recordholder or holders of such shares of Common Stock as of such date. The issuance of certificates or shares of Common Stock upon conversion of shares of Series B Preferred Stock shall be made without charge for any issue, stamp or other similar tax in respect of such issuance. C. No fractional shares shall be issued upon conversion of any shares of Series B Preferred Stock and the number of shares of Common Stock to be issued shall be rounded down to the nearest whole share, and the holder of Series B Preferred Stock shall be paid in cash for any fractional share. D. In case at any time or from time to time the Corporation shall pay any dividend or make any other distribution to the holders of its Common Stock or other class of securities, or shall offer for subscription pro rata to the holders of its Common Stock or other class of securities any additional shares of stock of any class or any other right, or there shall be any capital reorganization or reclassification of the Common Stock of the Corporation or consolidation or merger of the Corporation with or into another corporation, or any sale or conveyance to another corporation of the property of the Corporation as an entirety or substantially as an entirety, or there shall be a voluntary or involuntary dissolution, liquidation or winding up of the Corporation, then, in any one or more of said cases the Corporation shall give at least 20 days' prior written notice (the time of mailing of such notice shall be deemed to be the time of giving thereof) to the registered holders of the Series B Preferred Stock at the addresses of each as shown on the books of the Corporation maintained by the General Partner Transfer Agent thereof of the date on which (i) the books of the Corporation shall close or a record shall be taken for such stock dividend, distribution or subscription rights or (ii) such reorganization, reclassification, consolidation, merger, sale or conveyance, dissolution, liquidation or winding up shall take place, as the case may be, provided that in the case of any Transaction to which paragraph H applies the Corporation shall give at least 30 days' prior written notice as aforesaid. Such notice shall also specify the date as of which the holders of the Common Stock of record shall participate in said dividend, distribution or subscription rights or shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale or conveyance or participate in such dissolution, liquidation or winding up, as the case may be. Failure to give such notice shall not invalidate any action so taken. E. From and after the Recapitalization, the Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock, solely for the purpose of effecting the conversion of the shares of Series B Preferred Stock, such number of its shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of Series B Preferred Stock, and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of Series B Preferred Stock, then in addition to such other remedies as shall be available to the holder thereof of Series B Preferred Stock, the Corporation will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes. F. Any notice required by the provisions of paragraph D to be given the holders of shares of Series B Preferred Stock shall be deemed given if sent by facsimile transmission, by telex, or if deposited in the United States mail, postage prepaid, and addressed to each holder of record at his, her or its address appearing on the books of the Corporation. G. The conversion ratio shall be subject to adjustment from time to time as follows: (ai) Upon conversion of In case the Corporation shall at any number of Series A Preferred Shares into Common Shares, an equal number of Class A OP Preferred Units shall automatically be converted into OP Common Units. The conversion ratio in effect time or from time to time for after the conversion Issue Date (A) pay a dividend or make a distribution, on the outstanding shares of Class A OP Preferred Units Common Stock in shares of Common Stock, (B) subdivide the outstanding shares of Common Stock into OP a larger number of shares of Common Units pursuant to this Section 7 shall at all times be equal toStock, (C) combine the outstanding shares of Common Stock into a smaller number of shares or (D) issue by reclassification of the shares of Common Stock any shares of capital stock of the Corporation, then, and shall be automatically adjusted as necessary to reflectin each such case, the conversion ratio in effect from time immediately prior to time such event or the record date therefor, whichever is earlier, shall be adjusted so that the holder of any shares of Series B Preferred Stock thereafter surrendered for conversion shall be entitled to receive the number of shares of Common Stock or other securities of the Corporation which such holder would have owned or have been entitled to receive after the happening of any of the events described above, had such shares of Series B Preferred Stock been surrendered for conversion immediately prior to the happening of such event or the record date therefor, whichever is earlier. An adjustment made pursuant to this clause (i) shall become effective (x) in the case of any such dividend or distribution, immediately after the close of business on the record date for the conversion determination of Series A Preferred Shares into holders of shares of Common Shares. Stock entitled to receive such dividend or distribution, or (by) The General Partnerin the case of any such subdivision, as holder of Class A OP Preferred Units shall be entitled, with respect to such Class A OP Preferred Units heldreclassification or combination, at the close of business on a Record the day upon which such corporate action becomes effective. (ii) In the case the Corporation shall, after the Issue Date, issue shares of Common Stock at a price per share, or securities convertible into or exchangeable for shares of Common Stock ("Convertible Securities") having a "Conversion Price" (as defined below) less than the Current Market Price (for a period of 15 consecutive trading days prior to such date), then, and in each such case, the conversion ratio shall be adjusted so that the holder of each share of Series B Preferred Stock shall be entitled to receive, upon the conversion thereof, the number of shares of Common Stock determined by multiplying (A) the applicable conversion ratio on the day immediately prior to such date by (B) a fraction, the numerator of which shall be the sum of (1) the number of shares of Common Stock outstanding on the date on which such shares or Convertible Securities are issued and (2) the number of additional shares of Common Stock issued, or into which the Convertible Securities may convert, and the denominator of which shall be the sum of (x) the number of shares of Common Stock outstanding on such date and (y) the number of shares of Common Stock which the aggregate consideration receivable by the Corporation for the total number of shares of Common Stock so issued, or the number of shares of Common Stock which the aggregate of the Conversion Price of such Convertible Securities so issued, would purchase at such Current Market price on such date. An adjustment made pursuant to this clause (ii) shall be made on the next Business Day following the date on which any such issuance is made and shall be effective retroactively immediately after the close of business on such date. For purposes of this clause (ii), the aggregate consideration receivable by the Corporation in connection with the issuance of any securities shall be deemed to be the sum of the aggregate offering price to the public (before deduction of underwriting discounts or commissions and expenses payable to third parties), and the "Conversion Price" of any Convertible Securities is the total amount received or receivable by the Corporation as consideration for the issue or sale of such Convertible Securities (before deduction of underwriting discounts or commissions and expenses payable to third parties) plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation upon the conversion, exchange or exercise of any such Convertible Securities. Neither (A) the issuance of any shares of Common Stock (whether treasury shares or newly issued shares) pursuant to a dividend or distribution on, or subdivision, combination or reclassification of, the outstanding shares of Common Stock requiring an adjustment in the conversion ratio pursuant to clause (i) of this paragraph G, or pursuant to any employee benefit plan or program of the Corporation or pursuant to any option, warrant, right, or Convertible Security outstanding as of the date hereof (including, but not limited to, the Rights, the Series B Preferred Stock, the Series C Preferred Stock and the Warrants) nor (B) the issuance of shares of Common Stock pursuant thereto shall be deemed to constitute an issuance of Common Stock or Convertible Securities by the Corporation to which this clause (ii) applies. Upon expiration of any Convertible Securities which shall not have been exercised or converted and for which an adjustment shall have been made pursuant to this clause (ii), the Conversion Price computed upon the original issue thereof shall upon expiration be recomputed as if the only additional shares of Common Stock issued were such shares of Common Stock (if any) actually issued upon exercise or conversion of such Convertible Securities and the consideration received therefor was the consideration actually received by the Corporation for the issue of such Convertible Securities (whether or not exercised or converted) plus the consideration actually received by the Corporation upon such exercise of conversion. (iii) In case the Corporation shall at any time or from time to time after the Issue Date declare, order, pay or make a dividend or other distribution (including, without limitation, any distribution of stock or other securities or property or rights or warrants to subscribe for securities of the Corporation or any of its Subsidiaries by way of dividend or spin-off), on its Common Stock, other than (A) regular quarterly dividends payable in cash in an aggregate amount not to exceed 15% of net income from continuing operations before extraordinary items of the Corporation, determined in accordance with generally accepted accounting principles, during the period (treated as one accounting period) commencing on July 1, 1998, and ending on the date such dividend is paid or (B) dividends or distributions of shares of Common Stock which are referred to in clause (i) of this paragraph G, then, and in each such case, the conversion ratio shall be adjusted so that the holder of each share of Series B Preferred Stock shall be entitled to receive, upon the conversion thereof, the number of shares of Common Stock determined by multiplying (1) the applicable conversion ratio on the day immediately prior to the record date fixed for the determination of stockholders entitled to receive such dividend or distribution by (2) a fraction, the distribution payable on such units on numerator of which shall be the corresponding Distribution Payment Date (then Current Market Price per share of Common Stock for the period of 20 Trading Days preceding such record date, and the denominator of which shall be such Current Market Price per share of Common Stock for the period of 20 Trading Days preceding such record date, less the Fair Market Value (as defined in Article IX) per share of Common Stock (as determined in good faith by the Board of Directors of the Corporation, a certified resolution with respect to which a distribution is made on a Distribution Payment Date called the "quarter")shall be mailed to each holder of shares of Series B Preferred Stock) of such dividend or distribution; provided, however, that if Class A OP Preferred Units are converted during in the event of a distribution of shares of capital stock of a Subsidiary of the Corporation (a "Spin-Off") made to holders of shares of Common Stock, the numerator of such fraction shall be the sum of the Current Market Price per share of Common Stock for the period between of 20 Trading Days preceding the close 35th Trading Day after the effective date of business on any Record Date such Spin-Off and the Current Market Price of the number of shares (or the fraction of a share) of capital stock of the Subsidiary which is distributed in such Spin-Off in respect of one share of Common Stock for the period of 20 Trading Days preceding such 35th Trading Day and the denominator of which shall be the current market price per share of the Common Stock for the period of 20 Trading Days proceeding such 35th Trading Day. An adjustment made pursuant to this clause (iii) shall be made upon the opening of business on the corresponding Distribution Payment Date then next Business Day following the General Partner as date on which any such holder, in addition to all accrued dividend or distribution is made and unpaid distributions with respect to prior quarters, shall be effective retroactively immediately after the close of business on the record date fixed for the determination of stockholders entitled to receive a pro rata portion such dividend or distribution; provided, however, if the proviso to the preceding sentence applies, then such adjustment shall be made and be effective as of such 35th Trading Day after the distribution which would have been payable on effective date of such converted Class A OP Preferred Units had such Units been outstanding for the entire quarter determined by multiplying the amount Spin-Off. (iv) For purposes of the distribution which would have been payable on such converted Class A OP Preferred Unit had such Units been outstanding for the entire such quarter by a fraction the numerator of which is this paragraph G, the number of days in shares of Common Stock at any time outstanding shall not include any shares of Common Stock then owned or held by or for the current quarter elapsed through the day immediately preceding the date of conversion of such converted Class A OP Preferred Units and the denominator of which is the total number of days in the current quarter; provided, further, that the General Partner as such converting holder will be required to pay to the Partnership (and the Partnership shall be entitled to deduct from the pro rata distribution which the General Partner as such holder is entitled to receive with respect to the converted Class A OP Preferred Units for such quarter) at the time of such conversion a pro rata portion account of the distribution which the General Partner as such converting holder is expected to receive on the OP Common Units into which his Class A OP Preferred Units were converted for such quarter determined by multiplying the amount of the distribution which would have been payable on such OP Common Units for the immediately preceding quarter by a fraction the numerator of which is the number of days in the current quarter elapsed through the day immediately preceding the date of conversion of such converted Class A OP Preferred Units and the denominator of which is the total number of days in the current quarter. In the event that the distribution on the OP Common Units for the quarter in which the Class A OP Preferred Units are converted to OP Common Units is less than the distribution on the OP Common Units for the immediately preceding quarter, the Partnership will pay the General Partner as such holder an amount equal to the difference between (i) the pro rata portion of the distribution on the OP Common Units which the General Partner as holder was expected to receive and which was deducted by the Partnership pursuant to the last proviso of the preceding sentence and (ii) the pro rata portion of the distribution on the OP Common Units which the holder actually receivedCorporation. (c) No fractional OP Common Units shall be issued upon conversion of Class A OP Preferred Units. Instead of any fractional OP Common Units that would otherwise be deliverable upon the conversion of Class A OP Preferred Units, the Partnership shall pay to the General Partner as holder of such converted units an amount in cash equal to the cash payable to a holder of an equivalent number of converted Series A Preferred Shares in lieu of fractional Common Shares. (d) The Partnership will pay any and all documentary stamp, issue or transfer taxes, and any other similar taxes, payable in respect of (i) the issue or delivery of OP Common Units or other securities or property on conversion or redemption of Class A OP Preferred Units pursuant hereto, and (ii) the issue or delivery of Common Shares or other securities or property on conversion or redemption of Series A Preferred Shares pursuant to the terms of the General Partner's Declaration of Trust, as the same may be amended, restated or supplemented from time to time.

Conversion. Class A OP The holders of the Series B Preferred Units Stock shall have conversion rights as follows: A. Each share of Series B Preferred Stock shall be convertible at the direction of, and by notice to the Corporation from, the holders of a majority of the outstanding shares of Series B Preferred Stock, at any time, at the office of the Corporation or any transfer agent for such Series, into one thousand (1,000) fully paid and nonassessable shares of Common Stock subject (x) to adjustment from time to time as provided below (as so adjusted, the "conversion ratio") and (y) (prior to the consummation of the Recapitalization) to limitations resulting from the available number of shares of Common Stock which may be reserved for issuance upon such conversion, provided ,that any conversion pursuant to this paragraph A of less than all of the outstanding shares of Series B Preferred Stock shall be on a pro rata basis amongst all holders of Series B Preferred Stock. After consummation of the Recapitalization, the number "1,000" in this paragraph shall be "1", subject to adjustment as provided in paragraph VIII.G. B. If the holders of a majority of the outstanding shares of Series B Preferred Stock give notice of conversion under paragraph A above, the Corporation shall notify all other record holders of Series B Preferred Stock (a "Conversion Notice"). Following receipt of a Conversion Notice, the holders of Series B Preferred Stock shall surrender the certificate or certificates therefor duly endorsed, at the office of the Corporation or of any transfer agent for such Series, and shall state therein the name or names in which the certificate or certificates for shares of Common Stock are to be issued. The Corporation shall, as soon as practicable thereafter, issue and deliver at such office to such holder, or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Common Stock to which such holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such Conversion Notice and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the recordholder or holders of such shares of Common Stock as of such date. The issuance of certificates or shares of Common Stock upon conversion of shares of Series B Preferred Stock shall be made without charge for any issue, stamp or other similar tax in respect of such issuance. C. No fractional shares shall be issued upon conversion of any shares of Series B Preferred Stock and the number of shares of Common Stock to be issued shall be rounded down to the nearest whole share, and the holder of Series B Preferred Stock shall be paid in cash for any fractional share. D. In case at any time or from time to time the Corporation shall pay any dividend or make any other distribution to the holders of its Common Stock or other class of securities, or shall offer for subscription pro rata to the holders of its Common Stock or other class of securities any additional shares of stock of any class or any other right, or there shall be any capital reorganization or reclassification of the Common Stock of the Corporation or consolidation or merger of the Corporation with or into another corporation, or any sale or conveyance to another corporation of the property of the Corporation as an entirety or substantially as an entirety, or there shall be a voluntary or involuntary dissolution, liquidation or winding up of the Corporation, then, in any one or more of said cases the Corporation shall give at least 20 days' prior written notice (the time of mailing of such notice shall be deemed to be the time of giving thereof) to the registered holders of the Series B Preferred Stock at the addresses of each as shown on the books of the Corporation maintained by the General Partner Transfer Agent thereof of the date on which (i) the books of the Corporation shall close or a record shall be taken for such stock dividend, distribution or subscription rights or (ii) such reorganization, reclassification, consolidation, merger, sale or conveyance, dissolution, liquidation or winding up shall take place, as the case may be, provided that in the case of any Transaction to which paragraph H applies the Corporation shall give at least 30 days' prior written notice as aforesaid. Such notice shall also specify the date as of which the holders of the Common Stock of record shall participate in said dividend, distribution or subscription rights or shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale or conveyance or participate in such dissolution, liquidation or winding up, as the case may be. Failure to give such notice shall not invalidate any action so taken. E. From and after the Recapitalization, the Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock, solely for the purpose of effecting the conversion of the shares of Series B Preferred Stock, such number of its shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of Series B Preferred Stock, and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of Series B Preferred Stock, then in addition to such other remedies as shall be availableto the holder thereof of Series B Preferred Stock, the Corporation will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes. F. Any notice required by the provisions of paragraph D to be given the holders of shares of Series B Preferred Stock shall be deemed given if sent by facsimile transmission, by telex, or if deposited in the United States mail, postage prepaid, and addressed to each holder of record at his, her or its address appearing on the books of the Corporation. G. The conversion ratio shall be subject to adjustment from time to time as follows: (ai) Upon conversion of In case the Corporation shall at any number of Series A Preferred Shares into Common Shares, an equal number of Class A OP Preferred Units shall automatically be converted into OP Common Units. The conversion ratio in effect time or from time to time for after the conversion Issue Date (A) pay a dividend or make a distribution, on the outstanding shares of Class A OP Preferred Units Common Stock in shares of Common Stock, (B) subdivide the outstanding shares of Common Stock into OP a larger number of shares of Common Units pursuant to this Section 7 shall at all times be equal toStock, (C) combine the outstanding shares of Common Stock into a smaller number of shares or (D) issue by reclassification of the shares of Common Stock any shares of capital stock of the Corporation, then, and shall be automatically adjusted as necessary to reflectin each such case, the conversion ratio in effect from time immediately prior to time such event or the record date therefor, whichever is earlier, shall be adjusted so that the holder of any shares of Series B Preferred Stock thereafter surrendered for conversion shall be entitled to receive the number of shares of Common Stock or other securities of the Corporation which such holder would have owned or have been entitled to receive after the happening of any of the events described above, had such shares of Series B Preferred Stock been surrendered for conversion immediately prior to the happening of such event or the record date therefor, whichever is earlier. An adjustment made pursuant to this clause (i) shall become effective (x) in the case of any such dividend or distribution, immediately after the close of business on the record date for the conversion determination of Series A Preferred Shares into holders of shares of Common Shares. Stock entitled to receive such dividend or distribution, or (by) The General Partnerin the case of any such subdivision, as holder of Class A OP Preferred Units shall be entitled, with respect to such Class A OP Preferred Units heldreclassification or combination, at the close of business on a Record the day upon which such corporate action becomes effective. (ii) In the case the Corporation shall, after the Issue Date, issue shares of Common Stock at a price per share, or securities convertible into or exchangeable for shares of Common Stock ("Convertible Securities") having a "Conversion Price" (as defined below) less than the Current Market Price (for a period of 15 consecutive trading days prior to such date), then, and in each such case, the conversion ratio shall be adjusted so that the holder of each share of Series B Preferred Stock shall be entitled to receive, upon the conversion thereof, the number of shares of Common Stock determined by multiplying (A) the applicable conversion ratio on the day immediately prior to such date by (B) a fraction, the numerator of which shall be the sum of (1) the number of shares of Common Stock outstanding on the date on which such shares or Convertible Securities are issued and (2) the number of additional shares of Common Stock issued, or into which the Convertible Securities may convert, and the denominator of which shall be the sum of (x) the number of shares of Common Stock outstanding on such date and (y) the number of shares of Common Stock which the aggregate consideration receivable by the Corporation for the total number of shares of Common Stock so issued, or the number of shares of Common Stock which the aggregate of the Conversion Price of such Convertible Securities so issued, would purchase at such Current Market price on such date. An adjustment made pursuant to this clause (ii) shall be made on the next Business Day following the date on which any such issuance is made and shall be effective retroactively immediately after the close of business on such date. For purposes of this clause (ii), the aggregate consideration receivable by the Corporation in connection with the issuance of any securities shall be deemed to be the sum of the aggregate offering price to the public (before deduction of underwriting discounts or commissions and expenses payable to third parties), and the "Conversion Price" of any Convertible Securities is the total amount received or receivable by the Corporation as consideration for the issue or sale of such Convertible Securities (before deduction of underwriting discounts or commissions and expenses payable to third parties) plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation upon the conversion, exchange or exercise of any such Convertible Securities. Neither (A) the issuance of any shares of Common Stock (whether treasury shares or newly issued shares) pursuant to a dividend or distribution on, or subdivision, combination or reclassification of, the outstanding shares of Common Stock requiring an adjustment in the conversion ratio pursuant to clause (i) of this paragraph G, or pursuant to any employee benefit plan or program of the Corporation or pursuant to any option, warrant, right, or Convertible Security outstanding as of the date hereof (including, but not limited to, the Rights, the Series B Preferred Stock, the Series C Preferred Stock and the Warrants) nor (B) the issuance of shares of Common Stock pursuant thereto shall be deemed to constitute an issuance of Common Stock or Convertible Securities by the Corporation to which this clause (ii) applies. Upon expiration of any Convertible Securities which shall not have been exercised or converted and for which an adjustment shall have been made pursuant to this clause (ii), the Conversion Price computed upon the original issue thereof shall upon expiration be recomputed as if the only additional shares of Common Stock issued were such shares of Common Stock (if any) actually issued upon exercise or conversion of such Convertible Securities and the consideration received therefor was the consideration actually received by the Corporation for the issue of such Convertible Securities (whether or not exercised or converted) plus the consideration actually received by the Corporation upon such exercise of conversion. (iii) In case the Corporation shall at any time or from time to time after the Issue Date declare, order, pay or make a dividend or other distribution (including, without limitation, any distribution of stock or other securities or property or rights or warrants to subscribe for securities of the Corporation or any of its Subsidiaries by way of dividend or spin-off), on its Common Stock, other than (A) regular quarterly dividends payable in cash in an aggregate amount not to exceed 15% of net income from continuing operations before extraordinary items of the Corporation, determined in accordance with generally accepted accounting principles, during the period (treated as one accounting period) commencing on July 1, 1998, and ending on the date such dividend is paid or (B) dividends or distributions of shares of Common Stock which are referred to in clause (i) of this paragraph G, then, and in each such case, the conversion ratio shall be adjusted so that the holder of each share of Series B Preferred Stock shall be entitled to receive, upon the conversion thereof, the number of shares of Common Stock determined by multiplying (1) the applicable conversion ratio on the day immediately prior to the record date fixed for the determination of stockholders entitled to receive such dividend or distribution by (2) a fraction, the distribution payable on such units on numerator of which shall be the corresponding Distribution Payment Date (then Current Market Price per share of Common Stock for the period of 20 Trading Days preceding such record date, and the denominator of which shall be such Current Market Price per share of Common Stock for the period of 20 Trading Days preceding such record date, less the Fair Market Value (as defined in Article IX) per share of Common Stock (as determined in good faith by the Board of Directors of the Corporation, a certified resolution with respect to which a distribution is made on a Distribution Payment Date called the "quarter")shall be mailed to each holder of shares of Series B Preferred Stock) of such dividend or distribution; provided, however, that if Class A OP Preferred Units are converted during in the event of a distribution of shares of capital stock of a Subsidiary of the Corporation (a "Spin-Off") made to holders of shares of Common Stock, the numerator of such fraction shall be the sum of the Current Market Price per share of Common Stock for the period between of 20 Trading Days preceding the close 35th Trading Day after the effective date of business on any Record Date such Spin-Off and the Current Market Price of the number of shares (or the fraction of a share) of capital stock of the Subsidiary which is distributed in such Spin-Off in respect of one share of Common Stock for the period of 20 Trading Days preceding such 35th Trading Day and the denominator of which shall be the current market price per share of the Common Stock for the period of 20 Trading Days proceeding such 35th Trading Day. An adjustment made pursuant to this clause (iii) shall be made upon the opening of business on the corresponding Distribution Payment Date then next Business Day following the General Partner as date on which any such holder, in addition to all accrued dividend or distribution is made and unpaid distributions with respect to prior quarters, shall be effective retroactively immediately after the close of business on the record date fixed for the determination of stockholders entitled to receive a pro rata portion such dividend or distribution; provided, however, if the proviso to the preceding sentence applies, then such adjustment shall be made and be effective as of such 35th Trading Day after the distribution which would have been payable on effective date of such converted Class A OP Preferred Units had such Units been outstanding for the entire quarter determined by multiplying the amount Spin-Off. (iv) For purposes of the distribution which would have been payable on such converted Class A OP Preferred Unit had such Units been outstanding for the entire such quarter by a fraction the numerator of which is this paragraph G, the number of days in shares of Common Stock at any time outstanding shall not include any shares of Common Stock then owned or held by or for the current quarter elapsed through the day immediately preceding the date of conversion of such converted Class A OP Preferred Units and the denominator of which is the total number of days in the current quarter; provided, further, that the General Partner as such converting holder will be required to pay to the Partnership (and the Partnership shall be entitled to deduct from the pro rata distribution which the General Partner as such holder is entitled to receive with respect to the converted Class A OP Preferred Units for such quarter) at the time of such conversion a pro rata portion account of the distribution which the General Partner as such converting holder is expected to receive on the OP Common Units into which his Class A OP Preferred Units were converted for such quarter determined by multiplying the amount of the distribution which would have been payable on such OP Common Units for the immediately preceding quarter by a fraction the numerator of which is the number of days in the current quarter elapsed through the day immediately preceding the date of conversion of such converted Class A OP Preferred Units and the denominator of which is the total number of days in the current quarter. In the event that the distribution on the OP Common Units for the quarter in which the Class A OP Preferred Units are converted to OP Common Units is less than the distribution on the OP Common Units for the immediately preceding quarter, the Partnership will pay the General Partner as such holder an amount equal to the difference between (i) the pro rata portion of the distribution on the OP Common Units which the General Partner as holder was expected to receive and which was deducted by the Partnership pursuant to the last proviso of the preceding sentence and (ii) the pro rata portion of the distribution on the OP Common Units which the holder actually receivedCorporation. (c) No fractional OP Common Units shall be issued upon conversion of Class A OP Preferred Units. Instead of any fractional OP Common Units that would otherwise be deliverable upon the conversion of Class A OP Preferred Units, the Partnership shall pay to the General Partner as holder of such converted units an amount in cash equal to the cash payable to a holder of an equivalent number of converted Series A Preferred Shares in lieu of fractional Common Shares. (d) The Partnership will pay any and all documentary stamp, issue or transfer taxes, and any other similar taxes, payable in respect of (i) the issue or delivery of OP Common Units or other securities or property on conversion or redemption of Class A OP Preferred Units pursuant hereto, and (ii) the issue or delivery of Common Shares or other securities or property on conversion or redemption of Series A Preferred Shares pursuant to the terms of the General Partner's Declaration of Trust, as the same may be amended, restated or supplemented from time to time.

Conversion. Class A OP The holders of the Series C Preferred Units Stock shall be convertible by the General Partner as holder thereof have conversion rights as follows: (a) Upon conversion of any number A. Each share of Series A C Preferred Shares Stock shall be convertible at the direction of, and by notice to the Corporation from, (i) the holder thereof or (ii) the holders of a majority of the outstanding shares of Series C Preferred Stock, at any time, at the office of the Corporation or any transfer agent for such Series, into one thousand (1,000) fully paid and nonassessable shares of Common Shares, an equal number of Class A OP Preferred Units shall automatically be converted into OP Common Units. The conversion ratio in effect Stock subject (x) to adjustment from time to time as provided below (as so adjusted, the "conversion ratio") and (y) (prior to the consummation of the Recapitalization) to limitations resulting from the available number of shares of Common Stock which may be reserved for issuance upon such conversion, provided, that any conversion pursuant to clause (ii) above of less than all of the outstanding shares of Series C Preferred Stock shall be on a pro rata basis amongst all holders of Series C Preferred Stock. After consummation of the Recapitalization, the number "1,000" in this paragraph shall be "1", subject to adjustment as provided in paragraph VIII.G. B. If a holder of Series C Preferred Stock gives notice (an "Optional Conversion Notice") of conversion under paragraph A above, such holder shall surrender with such Optional Conversion Notice the duly endorsed certificate or certificates for the conversion Series C Preferred Stock being converted, at the office of Class A OP Preferred Units into OP Common Units pursuant to this Section 7 shall at all times be equal tothe Corporation or of any transfer agent for such Series, and shall be automatically adjusted as necessary to reflect, state therein the conversion ratio in effect from time to time for the conversion of Series A Preferred Shares into Common Shares. (b) The General Partner, as holder of Class A OP Preferred Units shall be entitled, with respect to such Class A OP Preferred Units held, at the close of business on a Record Date, to receive the distribution payable on such units on the corresponding Distribution Payment Date (the period with respect which a distribution is made on a Distribution Payment Date called the "quarter"); provided, however, that if Class A OP Preferred Units are converted during the period between the close of business on any Record Date and the opening of business on the corresponding Distribution Payment Date then the General Partner as such holder, in addition to all accrued and unpaid distributions with respect to prior quarters, shall be entitled to receive a pro rata portion of the distribution which would have been payable on such converted Class A OP Preferred Units had such Units been outstanding for the entire quarter determined by multiplying the amount of the distribution which would have been payable on such converted Class A OP Preferred Unit had such Units been outstanding for the entire such quarter by a fraction the numerator of which is the number of days in the current quarter elapsed through the day immediately preceding the date of conversion of such converted Class A OP Preferred Units and the denominator of which is the total number of days in the current quarter; provided, further, that the General Partner as such converting holder will be required to pay to the Partnership (and the Partnership shall be entitled to deduct from the pro rata distribution which the General Partner as such holder is entitled to receive with respect to the converted Class A OP Preferred Units for such quarter) at the time of such conversion a pro rata portion of the distribution which the General Partner as such converting holder is expected to receive on the OP Common Units into which his Class A OP Preferred Units were converted for such quarter determined by multiplying the amount of the distribution which would have been payable on such OP Common Units for the immediately preceding quarter by a fraction the numerator of which is the number of days in the current quarter elapsed through the day immediately preceding the date of conversion of such converted Class A OP Preferred Units and the denominator of which is the total number of days in the current quarter. In the event that the distribution on the OP Common Units for the quarter name or names in which the Class certificate or certificates for shares of Common Stock are to be issued. If the holders of a majority of the outstanding shares of Series C Preferred Stock give notice of conversion under paragraph A OP Preferred Units are converted to OP Common Units is less than the distribution on the OP Common Units for the immediately preceding quarterabove, the Partnership will pay the General Partner as such holder an amount equal to the difference between Corporation shall notify all other record holders of Series C Preferred Stock (i) the pro rata portion a "Mandatory Conversion Notice"). Following receipt of the distribution on the OP Common Units which the General Partner as holder was expected to receive and which was deducted by the Partnership pursuant to the last proviso of the preceding sentence and (ii) the pro rata portion of the distribution on the OP Common Units which the holder actually received. (c) No fractional OP Common Units shall be issued upon conversion of Class A OP Preferred Units. Instead of any fractional OP Common Units that would otherwise be deliverable upon the conversion of Class A OP Preferred Unitsa Mandatory Conversion Notice, the Partnership shall pay to the General Partner as holder of such converted units an amount in cash equal to the cash payable to a holder of an equivalent number of converted Series A Preferred Shares in lieu of fractional Common Shares. (d) The Partnership will pay any and all documentary stamp, issue or transfer taxes, and any other similar taxes, payable in respect of (i) the issue or delivery of OP Common Units or other securities or property on conversion or redemption of Class A OP Preferred Units pursuant hereto, and (ii) the issue or delivery of Common Shares or other securities or property on conversion or redemption holders of Series A C Preferred Shares pursuant to Stock shall surrender the terms of the General Partner's Declaration of Trust, as the same may be amended, restated certificate or supplemented from time to time.certificates therefor duly

Conversion. Class A OP Preferred Units shall be convertible by the General Partner as holder thereof as follows: (a) Upon conversion At the Payee’s option, at any time prior to payment in full of the principal balance of this Note, the Payee may elect to convert all or any portion of the outstanding principal amount of this Note into that number of Series A Preferred Shares into Common Shares, an warrants (the “Conversion Warrants”) equal number to: (i) the portion of Class A OP Preferred Units shall automatically be the principal amount of the Note being converted into OP Common Units. The conversion ratio in effect from time to time for the conversion of Class A OP Preferred Units into OP Common Units pursuant to this Section 7 15, divided by (ii) $1.00, rounded up to the nearest whole number. Each Conversion Warrant shall at all times be equal tohave the same terms and conditions as the warrants issued by the Maker to the Payee pursuant to a private placement, as described in Maker’s Registration Statement on Form S-1 (333-XXXXXX). The Conversion Warrants, the shares of Common Stock underlying the Conversion Warrants and any other equity security of Maker issued or issuable with respect to the foregoing by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, amalgamation, consolidation or reorganization (the “Warrant Shares”), shall be automatically adjusted as necessary entitled to reflect, the conversion ratio registration rights set forth in effect from time to time for the conversion of Series A Preferred Shares into Common SharesSection 16 hereof. (b) The General PartnerUpon any complete or partial conversion of the principal amount of this Note, as holder of Class A OP Preferred Units (i) such principal amount shall be entitledso converted and such converted portion of this Note shall become fully paid and satisfied, (ii) the Payee shall surrender and deliver this Note, duly endorsed, to Maker or such other address which Maker shall designate against delivery of the Conversion Warrants, (iii) Maker shall promptly deliver a new duly executed Note to the Payee in the principal amount that remains outstanding, if any, after any such conversion and (iv) in exchange for all or any portion of the surrendered Note, Maker shall deliver to Payee the Conversion Warrants, which shall bear such legends as are required, in the opinion of counsel to Maker or by any other agreement between Maker and the Payee and applicable state and federal securities laws. (c) The Payee shall pay any and all issue and other taxes that may be payable with respect to such Class A OP Preferred Units held, at any issue or delivery of the close Conversion Warrants upon conversion of business on a Record Date, to receive the distribution payable on such units on the corresponding Distribution Payment Date (the period with respect which a distribution is made on a Distribution Payment Date called the "quarter"); this Note pursuant hereto; provided, however, that if Class A OP Preferred Units are converted during the period between the close of business on any Record Date and the opening of business on the corresponding Distribution Payment Date then the General Partner as such holder, in addition to all accrued and unpaid distributions with respect to prior quarters, Payee shall not be entitled to receive a pro rata portion of the distribution which would have been payable on such converted Class A OP Preferred Units had such Units been outstanding for the entire quarter determined by multiplying the amount of the distribution which would have been payable on such converted Class A OP Preferred Unit had such Units been outstanding for the entire such quarter by a fraction the numerator of which is the number of days in the current quarter elapsed through the day immediately preceding the date of conversion of such converted Class A OP Preferred Units and the denominator of which is the total number of days in the current quarter; provided, further, that the General Partner as such converting holder will be required obligated to pay to the Partnership (and the Partnership shall be entitled to deduct any transfer taxes resulting from the pro rata distribution which the General Partner as such holder is entitled to receive with respect to the converted Class A OP Preferred Units for such quarter) at the time of such conversion a pro rata portion of the distribution which the General Partner as such converting holder is expected to receive on the OP Common Units into which his Class A OP Preferred Units were converted for such quarter determined by multiplying the amount of the distribution which would have been payable on such OP Common Units for the immediately preceding quarter by a fraction the numerator of which is the number of days in the current quarter elapsed through the day immediately preceding the date of conversion of such converted Class A OP Preferred Units and the denominator of which is the total number of days in the current quarter. In the event that the distribution on the OP Common Units for the quarter in which the Class A OP Preferred Units are converted to OP Common Units is less than the distribution on the OP Common Units for the immediately preceding quarter, the Partnership will pay the General Partner as such holder an amount equal to the difference between (i) the pro rata portion of the distribution on the OP Common Units which the General Partner as holder was expected to receive and which was deducted any transfer requested by the Partnership pursuant to the last proviso of the preceding sentence and (ii) the pro rata portion of the distribution on the OP Common Units which the holder actually received. (c) No fractional OP Common Units shall be issued upon conversion of Class A OP Preferred Units. Instead of Payee in connection with any fractional OP Common Units that would otherwise be deliverable upon the conversion of Class A OP Preferred Units, the Partnership shall pay to the General Partner as holder of such converted units an amount in cash equal to the cash payable to a holder of an equivalent number of converted Series A Preferred Shares in lieu of fractional Common Sharesconversion. (d) The Partnership will pay any Conversion Warrants shall not be issued upon conversion of this Note unless such issuance and such conversion comply with all documentary stamp, issue or transfer taxes, and any other similar taxes, payable in respect applicable provisions of (i) the issue or delivery of OP Common Units or other securities or property on conversion or redemption of Class A OP Preferred Units pursuant hereto, and (ii) the issue or delivery of Common Shares or other securities or property on conversion or redemption of Series A Preferred Shares pursuant to the terms of the General Partner's Declaration of Trust, as the same may be amended, restated or supplemented from time to timelaw.

Conversion. Class A OP Preferred Units shall be convertible by the General Partner as holder thereof as follows: (a) Upon Following (i) effectiveness of an amendment to the Certificate of Formation to increase the number of authorized shares of Common Stock by at least 50,000,000 shares and (ii) approval by the shareholders of the Corporation, in accordance with applicable law and the applicable rules and regulations of the principal national securities exchange on which the Common Stock is then listed for trading (the “National Securities Exchange”), of the issuance of the shares of Common Stock to be issued upon conversion of any number the Preferred Stock pursuant to this Section 8 (the “Conversion Requirements”), each share of Series A Preferred Shares into Common Shares, an equal number of Class A OP Preferred Units Stock shall automatically be converted convert into OP 10 shares of Common Units. The Stock (the “Conversion Ratio”). (b) Any Common Stock delivered as a result of conversion ratio in effect from time to time for the conversion of Class A OP Preferred Units into OP Common Units pursuant to this Section 7 8 following satisfaction of the Conversion Requirements shall be validly issued, fully paid and non- assessable, free and clear of any preemptive right, liens, claims, rights or encumbrances other than those arising under the Code or the Bylaws of the Corporation. Immediately following the settlement of conversion, the rights of the holders of converted Series A Preferred Stock shall cease and the persons entitled to receive shares of Common Stock upon the conversion of shares of Series A Preferred Stock shall be treated for all purposes as having become the owners of such shares of Common Stock. Concurrently with such conversion, the converted shares of Series A Preferred Stock shall cease to be outstanding, shall be canceled and the shares of Series A Preferred Stock formerly designated pursuant to this Statement of Resolution shall be restored to authorized but unissued shares of Preferred Stock. (c) If, after the Original Issue Date, the Corporation (i) makes a distribution on its Common Stock in cash, securities (including Common Stock) or other property or assets, (ii) subdivides or splits its outstanding Common Stock into a greater number of Common Stock, (iii) combines or reclassifies its Common Stock into a smaller number of Common Stock or (iv) issues by reclassification of its Common Stock any securities (including any reclassification in connection with a merger, consolidation or business combination in which the Corporation is the surviving person), then the Conversion Ratio in effect at all times the time of the record date for such distribution or of the effective date of such subdivision, split, combination, or reclassification shall be equal toproportionately adjusted so that the conversion of the Series A Preferred Stock after such time shall entitle the holder to receive the aggregate number of Common Stock (or shares of any securities into which such shares of Common Stock would have been combined, consolidated, merged or reclassified pursuant to clauses (iii) and (iv) above) that such holder would have been entitled to receive if the Series A Preferred Stock had been converted into Common Stock immediately prior to such record date or effective date, as the case may be, and in the case of a merger, consolidation or business combination in which the Corporation is the surviving person, the Corporation shall provide effective provisions to ensure that the provisions in this Statement of Resolution relating to the Series A Preferred Stock shall not be abridged or amended and that the Series A Preferred Stock shall thereafter retain the same powers, preferences and relative participating, optional and other special rights, and the qualifications, limitations and restrictions thereon, that the Series A Preferred Stock had immediately prior to such transaction or event. An adjustment made pursuant to this Section 8(c) shall become effective immediately after the record date in the case of a distribution and shall become effective immediately after the effective date in the case of a subdivision, combination, reclassification (including any reclassification in connection with a merger, consolidation or business combination in which the Corporation is the surviving person) or split. Such adjustment shall be automatically adjusted made successively whenever any event described above shall occur. (d) Notwithstanding any of the other provisions of this Section 8, no adjustment shall be made to the Conversion Ratio pursuant to Section 8(c) as necessary a result of any of the following: (i) the grant of Common Stock or options, warrants or rights to reflectpurchase Common Stock to employees, officers or directors of the Corporation or its subsidiaries, under compensation plans and agreements approved in good faith by the Board; provided, that in the case of options, warrants or rights to purchase Common Stock, the conversion ratio exercise price per Common Stock shall not be less than the closing price of the Common Stock (as reported by the National Securities Exchange) on the date such option, warrant or other right is issued; (ii) the issuance of any Common Stock as all or part of the consideration to effect (A) the closing of any acquisition by the Corporation of assets of a third party or (B) the consummation of a merger, consolidation or other business combination of the Corporation with another entity in effect from time which the Corporation survives and the Common Stock remain outstanding to time the extent such transaction(s) is or are validly approved by the vote or consent of the Board; (iii) without duplication of Section 8(d)(i) above, the issuance of options, warrants or other rights to purchase Common Stock, or securities exercisable or convertible into or exchangeable for Common Stock (or options, warrants or other rights to purchase any such securities that are exercisable or convertible into or exchangeable for Common Stock, in each case, that are outstanding on the date of first issuance of shares of Series A Preferred Stock); and (iv) the issuance of securities for which an adjustment is made under another provision of this Section 8. (e) The Corporation shall pay any and all issue, documentary, stamp and other taxes, excluding any income, franchise, property or similar taxes, that may be payable in respect of any issue or delivery of Common Stock on conversion of Series A Preferred Shares into Stock pursuant hereto. However, the holder of any Series A Preferred Stock shall pay any tax that is due because Common SharesStock issuable upon conversion thereof are issued in a name other than such holder’s name. (b) The General Partner, as holder of Class A OP Preferred Units shall be entitled, with respect to such Class A OP Preferred Units held, at the close of business on a Record Date, to receive the distribution payable on such units on the corresponding Distribution Payment Date (the period with respect which a distribution is made on a Distribution Payment Date called the "quarter"); provided, however, that if Class A OP Preferred Units are converted during the period between the close of business on any Record Date and the opening of business on the corresponding Distribution Payment Date then the General Partner as such holder, in addition to all accrued and unpaid distributions with respect to prior quarters, shall be entitled to receive a pro rata portion of the distribution which would have been payable on such converted Class A OP Preferred Units had such Units been outstanding for the entire quarter determined by multiplying the amount of the distribution which would have been payable on such converted Class A OP Preferred Unit had such Units been outstanding for the entire such quarter by a fraction the numerator of which is the number of days in the current quarter elapsed through the day immediately preceding the date of conversion of such converted Class A OP Preferred Units and the denominator of which is the total number of days in the current quarter; provided, further, that the General Partner as such converting holder will be required to pay to the Partnership (and the Partnership shall be entitled to deduct from the pro rata distribution which the General Partner as such holder is entitled to receive with respect to the converted Class A OP Preferred Units for such quarter) at the time of such conversion a pro rata portion of the distribution which the General Partner as such converting holder is expected to receive on the OP Common Units into which his Class A OP Preferred Units were converted for such quarter determined by multiplying the amount of the distribution which would have been payable on such OP Common Units for the immediately preceding quarter by a fraction the numerator of which is the number of days in the current quarter elapsed through the day immediately preceding the date of conversion of such converted Class A OP Preferred Units and the denominator of which is the total number of days in the current quarter. In the event that the distribution on the OP Common Units for the quarter in which the Class A OP Preferred Units are converted to OP Common Units is less than the distribution on the OP Common Units for the immediately preceding quarter, the Partnership will pay the General Partner as such holder an amount equal to the difference between (i) the pro rata portion of the distribution on the OP Common Units which the General Partner as holder was expected to receive and which was deducted by the Partnership pursuant to the last proviso of the preceding sentence and (ii) the pro rata portion of the distribution on the OP Common Units which the holder actually received. (cf) No fractional OP Common Units Stock shall be issued upon conversion of Class A OP Preferred Units. Instead of any fractional OP Common Units that would otherwise be deliverable upon the conversion of Class A OP Preferred Units, the Partnership shall pay to the General Partner as holder of such converted units an amount in cash equal to the cash payable to a holder of an equivalent number of converted any Series A Preferred Shares in lieu Stock. All Common Stock (including fractions thereof) issuable upon conversion of fractional Common Shares. (d) The Partnership will pay any and all documentary stamp, issue or transfer taxes, and any other similar taxes, payable in respect of (i) the issue or delivery of OP Common Units or other securities or property on conversion or redemption of Class A OP Preferred Units pursuant hereto, and (ii) the issue or delivery of Common Shares or other securities or property on conversion or redemption more than one share of Series A Preferred Shares pursuant Stock by a holder thereof shall be aggregated for purposes of determining whether the conversion would result in the issuance of any fractional stock. If, after the aforementioned aggregation, the conversion would result in the issuance of a fraction of a Common Stock, the Corporation shall not issue a fractional Common Stock but shall round the fractional Common Stock to the terms nearest whole Common Stock (and a 0.5 of a share of Common Stock shall be rounded up to the General Partner's Declaration next higher share of Trust, as the same may be amended, restated or supplemented from time to timeCommon Stock).

Conversion. Class A OP Preferred Units (a) Prior to or upon Maturity at the discretion of the Holder, the unpaid principal amount of this Note plus all accrued interest thereon shall be convertible into shares of Common Stock at $0.005 per share (the “Conversion Price”), at the option of the Holder, in whole or in part. Shares issued upon conversion shall become free trading stock as promulgated by the General Partner rules and regulations of the U. S. Securities and Exchange Commission. The date on which such conversion is to be effected (the “Conversion Date”). The Holder shall effect conversions by surrendering the Note to be converted to the Company, together with the form of notice attached hereto as holder thereof as follows: Exhibit A (a) “Notice of Conversion”). The Notice of Conversion shall specify the amount of principal and accrued interest to be converted. The Notice of Conversion, once given, shall be irrevocable. If, at Maturity, the Holder is converting less than all of the principal and interest amounts represented by this Note, the Company shall deliver to the Holder a cash payment equal to the amount of principal and interest, which is not converted at Maturity. Upon conversion in full of any number of Series A Preferred Shares into Common Shares, an equal number of Class A OP Preferred Units shall automatically be converted into OP Common Units. The conversion ratio the Note or upon payment in effect from time to time for full on or before the conversion of Class A OP Preferred Units into OP Common Units pursuant to this Section 7 shall at all times be equal to, and shall be automatically adjusted as necessary to reflectMaturity Date, the conversion ratio in effect Purchaser shall return the Note to the Company for cancellation. Upon maturity of this Note, the debt owed by the Company is considered to comply with the Securities Act of 1933 and Holder, upon conversion, can seek and render a legal opinion from time qualified legal counsel to time for have the conversion of Series A Preferred Shares into Common Sharesrestrictions lifted from the security. (b) The General Partner, as holder of Class A OP Preferred Units Company shall be entitled, with respect use reasonable efforts to such Class A OP Preferred Units held, at deliver to the close of business on a Record Holder not later than ten (10) Business Days after the Conversion Date, (i) a certificate or certificates representing the number of shares of Common Stock being acquired upon the conversion of this Note, and once this Note so converted in part shall have been surrendered to receive the distribution payable on such units on Company, the corresponding Distribution Payment Date (Company shall deliver to the period with respect which Holder a distribution is made on a Distribution Payment Date called Note in the "quarter")principal amount, if any, of this Note not then converted; provided, however, that if Class A OP Preferred Units are converted during the period between Company shall not be obligated to issue certificates evidencing the close shares of business on any Record Date and the opening of business on the corresponding Distribution Payment Date then the General Partner as such holder, in addition to all accrued and unpaid distributions with respect to prior quarters, shall be entitled to receive a pro rata portion of the distribution which would have been payable on such converted Class A OP Preferred Units had such Units been outstanding for the entire quarter determined by multiplying the amount of the distribution which would have been payable on such converted Class A OP Preferred Unit had such Units been outstanding for the entire such quarter by a fraction the numerator of which is the number of days in the current quarter elapsed through the day immediately preceding the date of Common Stock issuable upon conversion of such converted Class A OP Preferred Units and the denominator of which this Note until this Note is the total number of days in the current quarter; provided, further, that the General Partner as such converting holder will be required to pay either delivered for conversion to the Partnership (Company or the Holder notifies the Company that this Note has been lost, stolen or destroyed and the Partnership shall be entitled to deduct from the pro rata distribution which the General Partner as such holder is entitled to receive with respect provides an affidavit of loss and an agreement reasonably acceptable to the converted Class A OP Preferred Units for Company indemnifying the Company from any loss incurred by it in connection with such quarter) at the time of such conversion a pro rata portion of the distribution which the General Partner as such converting holder is expected to receive on the OP Common Units into which his Class A OP Preferred Units were converted for such quarter determined by multiplying the amount of the distribution which would have been payable on such OP Common Units for the immediately preceding quarter by a fraction the numerator of which is the number of days in the current quarter elapsed through the day immediately preceding the date of conversion of such converted Class A OP Preferred Units and the denominator of which is the total number of days in the current quarter. In the event that the distribution on the OP Common Units for the quarter in which the Class A OP Preferred Units are converted to OP Common Units is less than the distribution on the OP Common Units for the immediately preceding quarterloss, the Partnership will pay the General Partner as such holder an amount equal to the difference between (i) the pro rata portion of the distribution on the OP Common Units which the General Partner as holder was expected to receive and which was deducted by the Partnership pursuant to the last proviso of the preceding sentence and (ii) the pro rata portion of the distribution on the OP Common Units which the holder actually receivedtheft or destruction. (c) No fractional OP shares of Common Units Stock shall be issuable upon a conversion hereunder and the number of shares to be issued upon conversion of Class A OP Preferred Units. Instead of any fractional OP Common Units that would otherwise shall be deliverable upon the conversion of Class A OP Preferred Units, the Partnership shall pay rounded up or down to the General Partner as holder of such converted units an amount in cash equal to the cash payable to a holder of an equivalent number of converted Series A Preferred Shares in lieu of fractional Common Sharesnearest whole share. (d) The Partnership will pay issuance of a certificate or certificates for shares of Common Stock upon conversion of this Note shall be made without charge to the Holder for any and all documentary stamp, issue stamp or transfer taxes, and any other similar taxes, taxes that may be payable in respect of (i) the issue issuance or delivery of OP Common Units or such certificate, provided that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other securities or property on conversion or redemption than that of Class A OP Preferred Units pursuant hereto, the Holder and (ii) the Company shall not be required to issue or delivery of Common Shares deliver such certificates unless or other securities until the person or property on conversion or redemption of Series A Preferred Shares pursuant persons requesting the issuance thereof shall have paid to the terms Company the amount of such tax or shall have established to the satisfaction of the General Partner's Declaration Company that such tax has been paid. (e) The portion of Trustthe principal amount and accrued but unpaid interest on the Note, as if any, which is converted into Common Stock shall be canceled upon conversion. (f) The Notice of Conversion (Exhibit A) shall be given to the same may Company ten (10) days prior to Maturity and shall be amendedeffected on the Maturity Date no later than 5:00 p.m. Nevada time on such Day. In the event that the Notice of Conversion is deemed given to the Company after 5:00 p.m. Nevada time on any Business Day or at any time on a day that is not a Business Day, restated or supplemented from time to timeNotice of Conversion will be deemed given on the following Business Day.

Conversion. Class A OP Preferred Units shall be convertible by Subject to and in compliance with the General Partner as holder thereof as follows: (a) Upon conversion of any number of Series A Preferred Shares into Common Shares, an equal number of Class A OP Preferred Units shall automatically be converted into OP Common Units. The conversion ratio in effect from time to time for the conversion of Class A OP Preferred Units into OP Common Units pursuant to this Section 7 shall at all times be equal to, and shall be automatically adjusted as necessary to reflectprovisions contained herein, the conversion ratio in effect from time to time for the conversion of Series A Preferred Shares into Common Shares. (b) The General Partner, as holder of Class A OP Preferred Units shall be Holder is entitled, with respect to such Class A OP Preferred Units heldat its option, at any time prior to the close of business on a Record Date, to receive the distribution payable on such units on the corresponding Distribution Payment Date (the period with respect which a distribution is made on a Distribution Payment Date called the "quarter"); provided, however, that if Class A OP Preferred Units are converted during the period between the close of business on any Record Date and the opening of business on the corresponding Distribution Payment Date then the General Partner as such holder, in addition to all accrued and unpaid distributions with respect to prior quarters, shall be entitled to receive a pro rata portion of the distribution which would have been payable on such converted Class A OP Preferred Units had such Units been outstanding for the entire quarter determined by multiplying the amount of the distribution which would have been payable on such converted Class A OP Preferred Unit had such Units been outstanding for the entire such quarter by a fraction the numerator of which is the number of days in the current quarter elapsed through the day immediately preceding the date of conversion of such converted Class A OP Preferred Units and the denominator of which is the total number of days in the current quarter; provided, further, that the General Partner as such converting holder will be required to pay to the Partnership (and the Partnership shall be entitled to deduct from the pro rata distribution which the General Partner as such holder is entitled to receive with respect to the converted Class A OP Preferred Units for such quarter) at the time of such conversion a pro rata portion of the distribution which the General Partner as such converting holder is expected to receive on the OP Common Units into which his Class A OP Preferred Units were converted for such quarter determined by multiplying the amount of the distribution which would have been payable on such OP Common Units for the immediately preceding quarter by a fraction the numerator of which is the number of days in the current quarter elapsed through the day immediately preceding the date of conversion of such converted Class A OP Preferred Units and the denominator of which is the total number of days in the current quarter. In the event that the distribution on the OP Common Units for the quarter in which the Class A OP Preferred Units are converted to OP Common Units is less than the distribution on the OP Common Units for the immediately preceding quarter, the Partnership will pay the General Partner as such holder an amount equal to the difference between (i) the pro rata portion of the distribution on the OP Common Units which the General Partner as holder was expected to receive and which was deducted by the Partnership pursuant to the last proviso of the preceding sentence and (ii) the pro rata portion of the distribution on the OP Common Units which the holder actually received. (c) No fractional OP Common Units shall be issued upon conversion of Class A OP Preferred Units. Instead of any fractional OP Common Units that would otherwise be deliverable upon the conversion of Class A OP Preferred Units, the Partnership shall pay to the General Partner as holder of such converted units an amount in cash equal to the cash payable to a holder of an equivalent number of converted Series A Preferred Shares in lieu of fractional Common Shares. (d) The Partnership will pay any and all documentary stamp, issue or transfer taxes, and any other similar taxes, payable in respect later of (i) the issue or delivery of OP Common Units or other securities or property on conversion or redemption of Class A OP Preferred Units pursuant hereto, and Maturity Date (ii) the issue or delivery of Common Shares or other securities or property on conversion or redemption of Series A Preferred Shares pursuant to the terms of the General Partner's Declaration of Trust, as the same may be amendedextended pursuant to Section 6.f. below) and (ii) in the event that the entire remaining principal amount of this Note is not repaid in full on the Maturity Date, restated the date that the entire remaining principal amount of this Note is repaid, or supplemented from in case this Note or some portion hereof shall have been called for prepayment prior to such date, then, in respect of this Note or such portion hereof, until and including, but not after, the close of business within 30 days of the date of notice of prepayment, to convert the principal amount of and any unpaid interest on this Note (or any portion thereof), into fully paid and nonassessable shares (calculated as to each conversion to the nearest share) of common stock (the “Conversion Shares”) of the Company by surrender of this Note, duly endorsed (if so required by the Company) at its offices, accompanied by written notice to the Company, in the form set forth below, that the Holder elects to convert this Note or, if less than the entire principal amount hereof is to be converted, the portion hereof to be converted. The principal amount of this Note to be converted by the Holder shall be convertible into the Conversion Shares at the rate of $0.70 per Share. No fractional Conversion Shares shall be issued, and the Company shall pay therefor in cash the fair value of the fractional Conversion Share at the time of conversion. If the Company does not intend to timerepay this Note on the Maturity Date or expects to default in the payment of the principal amount of this Note on the Maturity Date, the Company shall provide the Holder with written notice not less than 5 business days prior to the Maturity Date. Thereafter, the Company shall provide the Holder with not less than 30 days notice prior to repayment of any principal amount of this note in accordance with Section 3 so that the Holder has an opportunity to covert this Note prior to repayment in accordance with the terms hereof.

Conversion. Class A OP Preferred Units In lieu of exercising this Warrant or any portion of this Warrant, at any time the Holder of this Warrant shall have the right to convert this Warrant or any portion of this Warrant into Warrant Stock by the surrender of this Warrant, together with the written Notice of Conversion and Investment Representation Statement in the forms attached hereto as Attachments 3 and 2, respectively, duly completed and executed, and containing a form of signature guarantee reasonably acceptable to the Company, at the principal office of the Company, specifying the portion of the Warrant to be converted. The number of shares of Warrant Stock to be issued to the Holder upon such conversion shall be convertible computed using the following formula: X=(P)(Y)(A-B)/A where X = the number of Common Shares to be issued to the Holder for the portion of the Warrant being converted. P = the portion of the Warrant being converted expressed as a decimal fraction. Y = the total number of Common Shares issuable upon exercise of the Warrant in full. A = the fair market value of one share of Warrant Stock which means the fair market value of the Warrant Stock as of the last Business Day immediately prior to the date the Notice of Conversion is received by the General Partner Company, as holder thereof reported in the principal market for such securities or, if no such market exists, as follows: (a) Upon conversion determined in good faith by the Company’s Board. B = the Warrant Price on the date of any number conversion. Any portion of Series A Preferred Shares into Common Shares, an equal number of Class A OP Preferred Units shall automatically be this Warrant that is converted into OP Common Units. The conversion ratio in effect from time to time for the conversion of Class A OP Preferred Units into OP Common Units pursuant to this Section 7 shall at all times be equal to, and shall be automatically adjusted as necessary to reflect, the conversion ratio in effect from time to time for the conversion immediately canceled. This Warrant or any portion of Series A Preferred Shares into Common Shares. (b) The General Partner, as holder of Class A OP Preferred Units this Warrant shall be entitled, with respect deemed to such Class A OP Preferred Units held, at have been converted immediately prior to the close of business on a Record Datethe date of its surrender for conversion as provided above, and the Person entitled to receive the distribution payable on shares of Warrant Stock issuable upon such units on conversion shall be treated for all purposes as the corresponding Distribution Payment Date (the period with respect which a distribution is made on a Distribution Payment Date called the "quarter"); provided, however, that if Class A OP Preferred Units are converted during the period between holder of such shares of record as of the close of business on such date. As promptly as practicable after such date, and in any Record Date event within three Business Days of the conversion, the Company shall issue and deliver to the opening of business on the corresponding Distribution Payment Date then the General Partner as such holder, in addition to all accrued and unpaid distributions with respect to prior quarters, shall be Person or Persons entitled to receive the same a pro rata portion of the distribution which would have been payable on such converted Class A OP Preferred Units had such Units been outstanding certificate or certificates for the entire quarter determined by multiplying the amount of the distribution which would have been payable on such converted Class A OP Preferred Unit had such Units been outstanding for the entire such quarter by a fraction the numerator of which is the number of days in full shares of Warrant Stock issuable upon such conversion. If the current quarter elapsed through the day immediately preceding the date of conversion of such Warrant shall be converted Class A OP Preferred Units and the denominator of which is for less than the total number of days in the current quarter; providedshares of Warrant Stock then issuable upon conversion, further, that the General Partner as such converting holder will be required to pay to the Partnership (and the Partnership shall be entitled to deduct from the pro rata distribution which the General Partner as such holder is entitled to receive with respect to the converted Class A OP Preferred Units for such quarter) at the time of such conversion a pro rata portion promptly after surrender of the distribution which Warrant upon such conversion, the General Partner as such converting holder is expected to receive on the OP Common Units into which his Class A OP Preferred Units were converted for such quarter determined by multiplying the amount of the distribution which would have been payable on such OP Common Units for the immediately preceding quarter by Company will execute and deliver a fraction the numerator of which is the number of days in the current quarter elapsed through the day immediately preceding new warrant, dated the date of conversion this Warrant, evidencing the right of such converted Class A OP Preferred Units the Holder to the balance of the Warrant Stock purchasable hereunder upon the same terms and conditions set forth in this Warrant. If this Warrant is converted, as a whole or in part, after the denominator occurrence of an event as to which Section 3(c) is the total number of days in the current quarter. In the event that the distribution on the OP Common Units for the quarter in which the Class A OP Preferred Units are converted to OP Common Units is less than the distribution on the OP Common Units for the immediately preceding quarterapplicable, the Partnership will pay Holder shall receive the General Partner as such holder an amount equal to the difference between (iconsideration contemplated by Section 3(c) the pro rata portion of the distribution on the OP Common Units which the General Partner as holder was expected to receive and which was deducted by the Partnership pursuant to the last proviso of the preceding sentence and (ii) the pro rata portion of the distribution on the OP Common Units which the holder actually received. (c) No fractional OP Common Units shall be issued upon conversion of Class A OP Preferred Units. Instead of any fractional OP Common Units that would otherwise be deliverable upon the conversion of Class A OP Preferred Units, the Partnership shall pay to the General Partner as holder of such converted units an amount in cash equal to the cash payable to a holder of an equivalent number of converted Series A Preferred Shares in lieu of fractional Common Shares. (d) The Partnership will pay any and all documentary stamp, issue or transfer taxes, and any other similar taxes, payable in respect of (i) the issue or delivery of OP Common Units or other securities or property on conversion or redemption of Class A OP Preferred Units pursuant hereto, and (ii) the issue or delivery of Common Shares or other securities or property on conversion or redemption of Series A Preferred Shares pursuant to the terms of the General Partner's Declaration of Trust, as the same may be amended, restated or supplemented from time to time.

Conversion. Class A OP Preferred Units shall be convertible by the General Partner as holder thereof as follows: (a) Upon Subject to applicable Law, from the date hereof until the earlier of the Closing Date and the termination of this Agreement, Purchaser and Seller shall use reasonable best efforts to cooperate to effect the orderly transition of the Transferred Business from Seller to Purchaser. Purchaser shall deliver to Seller a proposed transition and conversion of any number of Series A Preferred Shares into Common Sharesplan (the “Conversion Plan”), an equal number of Class A OP Preferred Units which shall automatically also detail the data to be converted into OP Common Units. The included in the conversion ratio in effect from time file as reasonably agreed by the parties, no later than fifteen (15) calendar days after the date hereof, and Purchaser and Seller shall use reasonable best efforts to time finalize the Conversion Plan within sixty (60) calendar days after the date hereof; provided that, for the conversion avoidance of Class A OP Preferred Units into OP Common Units pursuant to this Section 7 shall at all times be equal to, and shall be automatically adjusted as necessary to reflectdoubt, the conversion ratio file, including the interim conversion files provided by Seller between the date hereof and the Closing Date as well as the final conversion file provided by Seller on the Closing Date, shall include the Accrued Interest and Fees for each Purchased Loan and each Assumed Deposit shall reflect posted interest and fees. Following completion of the Conversion Plan, each of Purchaser and Seller shall perform their respective responsibilities set forth therein. In connection therewith, Seller and Purchaser shall each as promptly as practicable after the execution of this Agreement designate certain of their respective employees as “transition coordinators”, who will lead the development of the Conversion Plan and will oversee the implementation of such plan. The Conversion Plan shall include an agreed number of copies of the information in effect from time to time for the conversion of Series A Preferred Shares into Common SharesRecords, as well as the intervals at which such copies shall be provided. (b) The General PartnerWith respect to any data, including Transferred Business Relationship Information or other non-public personal information of any Branch Customer, transferred to Purchaser’s systems for conversion purposes (and without limiting the provisions of this Agreement or the Confidentiality Agreement), prior to Closing: (1) Purchaser shall not use those data for any purposes other than for the conversion and in accordance with the Conversion Plan, shall transfer those data only to personnel involved in the conversion with a need to know such information (and, for the avoidance of doubt, not to front office/customer-facing personnel) and shall implement any “clean team” protocols reasonably requested by Seller and comply with the data security requirements as set forth in Exhibit 7.12(b); (2) Purchaser shall retain and use such data in accordance with applicable Law; (3) except as may be required by applicable Law, Purchaser shall not disclose those data to any person (including any of its Affiliates) without Seller’s prior written consent; (4) if this Agreement is terminated pursuant to Article XI, Purchaser shall immediately, as holder requested by Seller, destroy or transfer to Seller all those data, except for any such data Purchaser is required to retain under applicable Law, and certify to Seller that it has not retained or has destroyed (as applicable) all those data; and (5) except for any such data Purchaser is required to retain pursuant to a court order or judgment, data in respect of Class A OP Preferred Units customers that are not, or cease to be, Branch Customers shall, immediately on Seller’s request, be destroyed or transferred to Seller and Purchaser shall be entitledcertify to Seller that it has not retained or has destroyed (as applicable) all such data. Before providing any Transferred Business Relationship Information or other Branch Customer identifying data to Purchaser, Seller will have the right to either (x) conduct an inspection during Purchaser’s normal business hours of Purchaser’s or its vendors’ information security principles and controls, as applicable, or (y) request Purchaser or its vendors to furnish a certificate from a third party information security provider of Purchaser’s choice, reasonably acceptable to Seller, certifying that Purchaser’s or its vendors’ information security principles and controls are consistent with respect Seller’s applicable security standards. Purchaser may only provide Transferred Business Relationship Information or other Branch Customer identifying data to its vendors if such Class A OP Preferred Units held, at vendors have executed a confidentiality agreement with Purchaser and Seller containing terms no less favorable to Seller than the close of business on a Record Date, to receive the distribution payable on such units on the corresponding Distribution Payment Date (the period with respect which a distribution is made on a Distribution Payment Date called the "quarter"); provided, however, that if Class A OP Preferred Units are converted during the period between the close of business on any Record Date and the opening of business on the corresponding Distribution Payment Date then the General Partner as such holder, in addition to all accrued and unpaid distributions with respect to prior quarters, shall be entitled to receive a pro rata portion terms of the distribution which would have been payable on such converted Class A OP Preferred Units had such Units been outstanding for the entire quarter determined Confidentiality Agreement (without regard to any modification thereof pursuant hereto or lapse of time). Upon Purchaser’s discovery of a data breach experienced by multiplying the amount of the distribution which would have been payable on such converted Class A OP Preferred Unit had such Units been outstanding for the entire such quarter Purchaser or its vendors involving Transferred Business Relationship Information or other Branch Customer identifying data received by a fraction the numerator of which is the number of days in the current quarter elapsed through the day immediately preceding the date of conversion Purchaser or its vendors pursuant to this Agreement, Purchaser shall notify Seller of such converted Class A OP Preferred Units breach as promptly as practicable following discovery, but in no event later than five (5) Business Days thereafter and the denominator of which is the total number of days in the current quarter; provided, further, that the General Partner as keep Seller reasonably informed regarding such converting holder will be required to pay to the Partnership (and the Partnership shall be entitled to deduct from the pro rata distribution which the General Partner as such holder is entitled to receive with respect to the converted Class A OP Preferred Units for such quarter) at the time of such conversion a pro rata portion of the distribution which the General Partner as such converting holder is expected to receive on the OP Common Units into which his Class A OP Preferred Units were converted for such quarter determined by multiplying the amount of the distribution which would have been payable on such OP Common Units for the immediately preceding quarter by a fraction the numerator of which is the number of days in the current quarter elapsed through the day immediately preceding the date of conversion of such converted Class A OP Preferred Units and the denominator of which is the total number of days in the current quarterbreach. In the event that the distribution on the OP Common Units for the quarter in which the Class A OP Preferred Units are converted to OP Common Units is less than the distribution on the OP Common Units for the immediately preceding quarter, the Partnership will pay the General Partner as such holder an amount equal to the difference between (i) the pro rata portion of the distribution on the OP Common Units which the General Partner as holder was expected to receive and which was deducted by the Partnership pursuant to the last proviso of the preceding sentence and (ii) the pro rata portion of the distribution on the OP Common Units which the holder actually received. (c) No fractional OP Common Units shall be issued upon conversion of Class A OP Preferred Units. Instead of any fractional OP Common Units that would otherwise be deliverable upon the conversion of Class A OP Preferred Units, the Partnership shall pay to the General Partner as holder of such converted units an amount a data breach, Purchaser and Seller shall cooperate in cash equal good faith to the cash payable to a holder of an equivalent number of converted Series A Preferred Shares in lieu of fractional Common Sharestake any necessary action, including customer notifications. (d) The Partnership will pay any and all documentary stamp, issue or transfer taxes, and any other similar taxes, payable in respect of (i) the issue or delivery of OP Common Units or other securities or property on conversion or redemption of Class A OP Preferred Units pursuant hereto, and (ii) the issue or delivery of Common Shares or other securities or property on conversion or redemption of Series A Preferred Shares pursuant to the terms of the General Partner's Declaration of Trust, as the same may be amended, restated or supplemented from time to time.

Conversion. Class A OP Preferred Units shall be convertible by Upon the General Partner as holder thereof as follows: (a) Upon conversion occurrence of certain triggering events specified in any number of Series A Preferred Shares into Common Shares, an equal number of Class A OP Preferred Units shall automatically be converted into OP Common Units. The conversion ratio in effect from time to time for the conversion of Class A OP Preferred Units into OP Common Units pursuant to this Section 7 shall at all times be equal to, and shall be automatically adjusted as necessary to reflect, the conversion ratio in effect from time to time for the conversion of Series A Preferred Shares into Common Shares. (b) The General Partner, as holder of Class A OP Preferred Units shall be entitled, applicable indenture supplemental hereto with respect to such Class A OP Preferred Units helda series of Convertible Securities (which may include, but shall not be limited to, regulatory events or capital events), at any time while the close Convertible Securities of business on a Record Datesuch series are outstanding, the Convertible Securities of such series shall, subject to and as provided in this Section 3.12 and in such indenture supplemental hereto, be redeemed, in whole but not in part, and settled by the delivery of new fully paid ordinary shares or American depositary shares, as specified in such indenture supplemental hereto, to receive a reputable independent financial institution, trust company or similar entity to be appointed by the distribution payable Company in such indenture supplemental hereto (the “Settlement Shares Depository”) on behalf of the Holders of such units Convertible Securities on the corresponding Distribution Payment Date (date specified therefor in such indenture supplemental hereto. Receipt by the period with Settlement Shares Depository of the ordinary shares or, if so provided in an applicable indenture supplemental hereto, American depositary shares, shall be a good and complete discharge of the Company’s obligations in respect which a distribution is made on a Distribution Payment Date called of such Convertible Securities and those of the "quarter"); providedGuarantor under the Guarantee thereof. Pursuant to Section 2.03, however, that if Class A OP Preferred Units are converted during the period between the close of business on any Record Date and the opening of business on the corresponding Distribution Payment Date then the General Partner as such holder, in addition to all accrued and unpaid distributions one or more indentures supplemental hereto with respect to prior quartersa series of Convertible Securities will specify the circumstances giving rise to any triggering events, shall be entitled to receive a pro rata portion the price at which the Convertible Securities of such series may convert (including any adjustments thereto), the manner of calculation of the distribution which would have been payable on record date for purposes of conversion, the place or places where the Registered Securities of such converted Class A OP Preferred Units had such Units been outstanding series may be surrendered for conversion and details of the arrangement for the entire quarter determined by multiplying the amount settlement of the distribution which would conversion, including whether or not there is to be a sale of the ordinary shares or American depositary shares, as applicable). Following the occurrence of a triggering event but prior to the delivery of ordinary shares or American depositary shares (as applicable) to the Settlement Shares Depository, Holders of such Convertible Securities shall have been payable on recourse only to the Company or, in accordance with and under the provisions of the Guarantee of such converted Class A OP Preferred Unit had such Units been outstanding Convertible Securities, to the Guarantor, for the entire issue and delivery of ordinary shares or American depositary shares (as applicable) to the Settlement Shares Depository. After such quarter by a fraction delivery to the numerator Settlement Shares Depository, Holders of which is such Convertible Securities shall have recourse only to the number Settlement Shares Depository for the delivery to them of days in such ordinary shares or American depositary shares, as applicable. Upon conversion, the current quarter elapsed through Company shall, or shall ensure that the day immediately preceding Guarantor shall, pay to the Holders of such Convertible Securities any interest accrued up to (but excluding) the date of conversion of such converted Class A OP Preferred Units and the denominator of which is the total number of days in the current quarter; provided, further, that the General Partner as such converting holder will be required to pay to the Partnership (and the Partnership shall be entitled to deduct from the pro rata distribution which the General Partner as such holder is entitled to receive with respect to the converted Class A OP Preferred Units for such quarter) at the time of such conversion a pro rata portion of the distribution which the General Partner as such converting holder is expected to receive on the OP Common Units into which his Class A OP Preferred Units were converted for such quarter determined by multiplying the amount of the distribution which would have been payable on such OP Common Units for the immediately preceding quarter by a fraction the numerator of which is the number of days in the current quarter elapsed through the day immediately preceding the date of conversion of such converted Class A OP Preferred Units and the denominator of which is the total number of days in the current quarter. In the event that the distribution on the OP Common Units for the quarter in which the Class A OP Preferred Units are converted to OP Common Units is less than the distribution on the OP Common Units for the immediately preceding quarter, the Partnership will pay the General Partner as such holder an amount equal to the difference between (i) the pro rata portion of the distribution on the OP Common Units which the General Partner as holder was expected to receive and which was deducted by the Partnership pursuant to the last proviso of the preceding sentence and (ii) the pro rata portion of the distribution on the OP Common Units which the holder actually received. (c) No fractional OP Common Units shall be issued upon conversion of Class A OP Preferred Units. Instead of any fractional OP Common Units that would otherwise be deliverable upon the conversion of Class A OP Preferred Units, the Partnership shall pay to the General Partner as holder of such converted units an amount in cash equal to the cash payable to a holder of an equivalent number of converted Series A Preferred Shares in lieu of fractional Common Shares. (d) The Partnership will pay any and all documentary stamp, issue or transfer taxes, and any other similar taxes, payable in respect of (i) the issue or delivery of OP Common Units or other securities or property on conversion or redemption of Class A OP Preferred Units pursuant hereto, and (ii) the issue or delivery of Common Shares or other securities or property on conversion or redemption of Series A Preferred Shares pursuant to the terms of the General Partner's Declaration of Trust, as the same may be amended, restated or supplemented from time to timesuch Convertible Securities.

Conversion. Class A OP Preferred Units shall be convertible by the General Partner as holder thereof as follows: (a) Upon conversion of any number Each whole share of Series A C Junior Convertible Preferred Shares Stock is convertible, at any time from and after the thirtieth day following the conclusion of the next annual meeting of stockholders of the Corporation (provided, however, such date shall be extended to the first anniversary of such thirtieth day if prior thereto any person has become an "Acquiring Person" (as defined in the Rights Agreement, dated as of March 8, 2000, between the Corporation and American Stock Transfer & Trust Company, as rights agent, as such may be amended from time to time)), at the option of the holder thereof, into Common Shares, an equal number of Class A OP Preferred Units shall automatically one thousand (as such may be converted into OP Common Units. The conversion ratio in effect adjusted from time to time for the conversion of Class A OP Preferred Units into OP Common Units pursuant to this Section 7 shall at all times be equal to, and shall be automatically adjusted as necessary to reflect7(b) hereof, the conversion ratio in effect from time to time for "Conversion Ratio") shares of Common Stock, par value $0.00001 per share, of the conversion of Series A Preferred Shares into Corporation (the "Common SharesStock"). (b) The General PartnerIf the Corporation shall at any time or from time to time (i) declare and pay any dividend on Common Stock payable in shares of Common Stock, as holder (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of Class A OP Preferred Units shares, then in each such case the Conversion Ratio in effect immediately prior to such event shall be entitled, with respect to such Class A OP Preferred Units held, at the close of business on a Record Date, to receive the distribution payable on such units on the corresponding Distribution Payment Date (the period with respect which a distribution is made on a Distribution Payment Date called the "quarter"); provided, however, that if Class A OP Preferred Units are converted during the period between the close of business on any Record Date and the opening of business on the corresponding Distribution Payment Date then the General Partner as such holder, in addition to all accrued and unpaid distributions with respect to prior quarters, shall be entitled to receive a pro rata portion of the distribution which would have been payable on such converted Class A OP Preferred Units had such Units been outstanding for the entire quarter determined adjusted by multiplying the amount of the distribution which would have been payable on such converted Class A OP Preferred Unit had such Units been outstanding for the entire such quarter Conversion Ratio by a fraction the numerator of which is the number of days in the current quarter elapsed through the day shares of Common Stock outstanding immediately preceding the date of conversion of after such converted Class A OP Preferred Units event and the denominator of which is the total number of days in the current quarter; provided, further, shares of Common Stock that the General Partner as were outstanding immediately prior to such converting holder will be required event. Any adjustments made pursuant to pay to the Partnership (and the Partnership this Section 7(b) shall be entitled to deduct from the pro rata distribution which the General Partner as such holder is entitled to receive with respect to the converted Class A OP Preferred Units for such quarter) at the time of such conversion a pro rata portion of the distribution which the General Partner as such converting holder is expected to receive become effective on the OP Common Units into which his Class A OP Preferred Units were converted for such quarter determined by multiplying the amount of the distribution which would have been payable on such OP Common Units for the immediately preceding quarter by a fraction the numerator of which is the number of days in the current quarter elapsed through the day immediately preceding the date of conversion of such converted Class A OP Preferred Units and the denominator of which is the total number of days in the current quarterrespective dividend, subdivision or combination. In the event that the distribution on the OP Common Units for the quarter in which the Class A OP Preferred Units are converted to OP Common Units is less than the distribution on the OP Common Units for the immediately preceding quarter, the Partnership will pay the General Partner as such holder an amount equal to the difference between (i) the pro rata portion of the distribution on the OP Common Units which the General Partner as holder was expected to receive and which was deducted by the Partnership pursuant to the last proviso of the preceding sentence and (ii) the pro rata portion of the distribution on the OP Common Units which the holder actually receivedSuch adjustments shall be made successively. (c) No fractional OP Common Units Before any holder of Series C Junior Convertible Preferred Stock shall be issued upon conversion of Class A OP entitled to convert the same into Common Stock, such holder shall surrender the certificate or certificates for such Series C Junior Convertible Preferred Units. Instead Stock to the Corporation at the Corporation's principal office, or at the office of any fractional OP Common Units that would otherwise transfer agent appointed by the Corporation, which certificate or certificates, if the Corporation shall so request, shall be deliverable upon the conversion of Class A OP Preferred Units, the Partnership shall pay duly endorsed to the General Partner as holder of such converted units an amount Corporation or in cash equal blank, and shall give written notice to the cash payable Corporation that the holder elects to a holder convert such shares of an equivalent number of converted Series A C Junior Convertible Preferred Shares Stock into Common Stock and shall state in lieu of fractional such notice the name or names in which he wishes the certificate or certificates for Common SharesStock to be issued. (d) The Partnership Corporation will, as soon as practicable after such surrender of certificates for Series C Junior Convertible Preferred Stock accompanied by the written notice above prescribed, issue and deliver or cause to be issued and delivered, to the holder or to his nominee or nominees, certificates for the number of shares of Common Stock to which the holder shall be entitled. Subject to the following provisions of this Section, such conversion shall be deemed to have been made as of the date of such surrender of the Series C Junior Convertible Preferred Stock to be converted, and the person or persons entitled to receive the Common Stock issuable upon conversion of such Series C Junior Convertible Preferred Stock shall be treated for all purposes as the record holder or holders of such Common Stock on such date. (e) As soon as practicable after the surrender of a certificate representing shares of Series C Junior Convertible Preferred Stock that is converted in part, the Corporation shall issue or cause to be issued for the holder a new certificate representing shares of Series C Junior Convertible Preferred Stock equal in number to the unconverted portion of the shares of Series C Junior Convertible Preferred Stock represented by the certificate so surrendered. (f) The Corporation shall reserve and keep available, out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Series C Junior Convertible Preferred Stock, such number of shares of Common Stock as shall from time to time be sufficient to effect the conversion of all shares of Series C Junior Convertible Preferred Stock from time to time outstanding. (g) The Corporation will pay any and all documentary stamp, issue or transfer taxes, and any other similar taxes, taxes (other than taxes based on income) that may be payable in respect of (i) the issue any issuance or delivery of OP shares of Common Units or other securities or property Stock on conversion or redemption of Class A OP the Series C Junior Convertible Preferred Units Stock pursuant hereto. The Corporation shall not, however, be required to pay any tax which may be payable in respect of any transfer involving the issuance and (ii) the issue or delivery of Common Shares Stock in a name other than that in which the Series C Junior Convertible Preferred Stock so converted was registered, and no such issuance or other securities or property on conversion or redemption of Series A Preferred Shares pursuant delivery shall be made unless and until the person requesting such issuance has paid to the terms Corporation the amount of any such tax, or has established, to the satisfaction of the General Partner's Declaration of TrustCorporation, as the same may be amended, restated or supplemented from time to timethat such tax has been paid.

Conversion. Class A OP Preferred Units shall be convertible If at any time, Funder’s ownership of the share capital of the Company on an issued and outstanding basis falls or is reasonably expected to fall below 50.1%, solely as a result of the exercise of existing or future options (or an equivalent instrument) or as a result of issuance of restricted, shares, restricted stock units (or an equivalent instruments) under the Company’s 2018 Share Option Plan or an equivalent plan adopted by the General Partner as holder thereof as follows: Company’s board of directors (aa “Trigger Event”), Funder may, in its sole discretion, convert all or any portion of the outstanding Principal amount (such portion of Principal amount that is so converted, the “Convertible Amount”) Upon conversion into shares of any number the Company’s most senior class of Series A Preferred Shares into Common Shares(as such term is defined under the Company’s then current articles of association, an equal number of Class A OP Preferred Units shall automatically as may be converted into OP Common Units. The conversion ratio in effect amended from time to time for (the “Articles”) existing immediately prior to such conversion. The number of such shares to be issued upon such conversion of Class A OP Preferred Units into OP Common Units pursuant to this Section 7 shall at all times be equal to, and shall be automatically adjusted as necessary to reflect, the conversion ratio in effect from time to time for the conversion of Series A Preferred Shares into Common Shares. (b) The General Partner, as holder of Class A OP Preferred Units shall be entitled, with respect to such Class A OP Preferred Units held, at the close of business on a Record Date, to receive the distribution payable on such units on the corresponding Distribution Payment Date (the period with respect which a distribution is made on a Distribution Payment Date called the "quarter"); provided, however, that if Class A OP Preferred Units are converted during the period between the close of business on any Record Date and the opening of business on the corresponding Distribution Payment Date then the General Partner as such holder, in addition to all accrued and unpaid distributions with respect to prior quarters, shall be entitled to receive a pro rata portion of the distribution which would have been payable on such converted Class A OP Preferred Units had such Units been outstanding for the entire quarter determined by multiplying the amount of the distribution which would have been payable on such converted Class A OP Preferred Unit had such Units been outstanding for the entire such quarter by a fraction the numerator of which is the number of days in the current quarter elapsed through the day immediately preceding the date of conversion of such converted Class A OP Preferred Units and the denominator of which is the total number of days in the current quarter; provided, further, that the General Partner as such converting holder will be required to pay to the Partnership (and the Partnership shall be entitled to deduct from the pro rata distribution which the General Partner as such holder is entitled to receive with respect to the converted Class A OP Preferred Units for such quarter) at the time of such conversion a pro rata portion of the distribution which the General Partner as such converting holder is expected to receive on the OP Common Units into which his Class A OP Preferred Units were converted for such quarter determined by multiplying the amount of the distribution which would have been payable on such OP Common Units for the immediately preceding quarter by a fraction the numerator of which is the number of days in the current quarter elapsed through the day immediately preceding the date of conversion of such converted Class A OP Preferred Units and the denominator of which is the total number of days in the current quarter. In the event that the distribution on the OP Common Units for the quarter in which the Class A OP Preferred Units are converted to OP Common Units is less than the distribution on the OP Common Units for the immediately preceding quarter, the Partnership will pay the General Partner as such holder an amount equal to the difference between (i) quotient obtained by dividing the pro rata portion of the distribution on the OP Common Units which the General Partner as holder was expected to receive and which was deducted Convertible Amount by the Partnership pursuant to the last proviso of the preceding sentence and (ii) the pro rata portion of the distribution on the OP Common Units which the holder actually received. (c) No fractional OP Common Units shall be issued upon conversion of Class A OP Preferred Units. Instead of any fractional OP Common Units that would otherwise be deliverable upon the conversion of Class A OP Preferred Units, the Partnership shall pay to the General Partner as holder of such converted units an amount in cash a price per share equal to the cash payable to a holder of an equivalent number of converted Series A Preferred Shares in lieu of fractional Common Shares. (d) The Partnership will pay any and all documentary stamp, issue or transfer taxes, and any other similar taxes, payable in respect higher of (i) the issue Original Issue Price of the Preferred B Shares –(or delivery the Conversion Price of OP Common Units or other securities or property on conversion or redemption of Class A OP the Preferred Units pursuant heretoB Shares, if such Conversion Price is lower than the Original Issue Price) (as such terms are defined in the Articles); and (ii) a price that reflects a discount of 20% (twenty percent) on the issue or delivery Original Issue Price of Common Shares or other securities or property on conversion or redemption the Company’s most senior class of Series A Preferred Shares pursuant at the time of conversion that are issued in a bona fide financing, so that, following such conversion, Funder shall regain 50.1% of Company’s issued and outstanding share capital. The Convertible Amount shall be deemed to be repaid at the time of conversion. For as long as the Principal amount has not been repaid or converted in full, the Company shall deliver a thirty (30) days prior written notice to the terms Funder, or shorter notice if thirty (30) days is not practically possible, of any contemplated Trigger Event. The conversion right of the General Partner's Declaration Funder described in this Section ‎2, shall not apply in case the Funder’s ownership of Trustthe share capital of the Company on an issued and outstanding basis falls below 50.1% due to exercise of options or an equivalent instrument immediately prior to, and contingent upon, a consummation of subsections (i), (ii) or (iii) of the definition of a Deemed Liquidation (as such term is defined in the same may be amended, restated or supplemented from time to timeArticles).

Conversion. Class A OP Preferred Units shall be convertible by the General Partner as holder thereof as follows: (a) Upon conversion Each share of this Series may be converted at any number time, at the option of Series A Preferred Shares the holder thereof, in the manner hereinafter provided, into fully-paid and nonassessable Common Shares, an equal number provided, however, that on any redemption of Class A OP Preferred Units shall automatically be converted into OP Common Units. The conversion ratio in effect from time to time for any shares of this Series or any liquidation of the conversion of Class A OP Preferred Units into OP Common Units pursuant to this Section 7 shall at all times be equal to, and shall be automatically adjusted as necessary to reflectCorporation, the right of conversion ratio in effect from time to time for the conversion of Series A Preferred Shares into Common Shares. (b) The General Partner, as holder of Class A OP Preferred Units shall be entitled, with respect to such Class A OP Preferred Units held, terminate at the close of business on the full business day next preceding the date fixed for such redemption or for the payment of any amounts distributable on liquidation to the holders of the shares of this Series. The initial conversion rate for shares of this Series shall be one Common Share for each one share of this Series surrendered for conversion, representing an initial conversion price (for purposes of Section 7(g)) of U.S. $6.75 per share of the Corporation's Common Shares (hereinafter, the "Conversion Price"). The applicable conversion rate and Conversion Price from time to time in effect are subject to adjustment as hereinafter provided. (b) Whenever the Conversion Price shall be adjusted as provided in Section 7(g) hereof, the Corporation shall forthwith file at each office designated for the conversion of the shares of this Series, a Record Datestatement, signed by any of the Chairman of the Board, the President, any Vice President or the Treasurer of the Corporation, showing in reasonable detail the facts requiring such adjustment. The Corporation shall also cause a notice setting forth any such adjustments to be sent by mail, first class, postage prepaid, to receive the distribution payable on such units each record holder of shares of this Series at his or its address appearing on the corresponding Distribution Payment Date stock register. If such notice relates to an adjustment resulting from an event referred to in paragraph 7(g)(vii), such notice shall be included as part of the notice required to be mailed and published under the provisions of paragraph 7(g)(vii) hereof. (c) The right of conversion shall be exercised by the holder by the surrender of the certificates representing shares of this Series to be converted to the Corporation at any time during normal business hours at the office or agency then maintained by it for the conversion of shares of this Series (the period with respect which a distribution is made on a Distribution Payment Date called the "quarterConversion Office"), accompanied by written notice to the Corporation of such holder's election to convert and, if so required by the Corporation or any conversion agent, by an instrument of transfer, in form satisfactory to the Corporation and to any conversion agent, duly executed by the registered holder or by such holder's duly authorized attorney, and transfer tax stamps or funds therefor, if required pursuant to Section 7(k). (d) As promptly as practicable after the surrender for conversion of one or more certificates representing any shares of this Series in the manner provided in Section 7(c) and the payment in cash of any amount required by the provisions of Section 7(k), the Corporation will deliver or cause to be delivered at the Conversion Office to or upon the written order of the holder of such shares, a certificate or certificates representing the number of full Common Shares issuable upon such conversion, issued in such name or names as such holder may direct, subject to any applicable contractual restrictions and any restrictions imposed by applicable securities laws. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of certificates representing shares of this Series in proper order for conversion, and all rights of the holder of such shares as a holder of such shares shall cease at such time, and the person or persons in whose name or names the certificates for such Common Shares are to be issued shall be treated for all purposes as having become the record holder or holders thereof at such time; provided, however, that if Class A OP Preferred Units any such surrender on any date when the stock transfer books of the Corporation shall be closed shall constitute the person or persons in whose name or names the certificates for such Common Shares are converted during to be issued as the period between record holder or holders thereof for all purposes immediately prior to the close of business on any Record Date the next succeeding day on which such stock transfer books are opened. (e) Upon conversion in the manner provided in this Section 7 of only a portion of the number of shares of this Series represented by a certificate so surrendered for conversion, the Corporation shall issue and deliver or cause to be delivered at the opening Conversion Office to or upon the written order of business on the corresponding Distribution Payment Date then holder of the General Partner certificate so surrendered for conversion, at the expense of the Corporation, a new certificate or certificates representing the number of shares of this Series representing the unconverted portion of the certificate so surrendered, issued in such name or names as such holderholder may direct, in addition subject to any applicable contractual restrictions and any restrictions imposed by applicable securities laws. (f) All shares of this Series which shall have been surrendered for conversion as herein provided shall no longer be deemed to be outstanding and all accrued and unpaid distributions rights with respect to prior quarterssuch shares, including the rights, if any, to receive notices and to vote, shall be entitled forthwith cease and terminate except only the right of the holder thereof to receive a pro rata portion Common Shares in exchange therefor. Any shares of the distribution which would have been payable on such this Series so converted Class A OP Preferred Units had such Units been outstanding for the entire quarter determined by multiplying the amount of the distribution which would have been payable on such converted Class A OP Preferred Unit had such Units been outstanding for the entire such quarter by a fraction the numerator of which is the number of days in the current quarter elapsed through the day immediately preceding the date of conversion of such converted Class A OP Preferred Units shall be retired and canceled and shall not be reissued, and the denominator of which is the total number of days in the current quarter; provided, further, that the General Partner as such converting holder will be required to pay to the Partnership (and the Partnership shall be entitled to deduct from the pro rata distribution which the General Partner as such holder is entitled to receive with respect to the converted Class A OP Preferred Units for such quarter) at the time of such conversion a pro rata portion of the distribution which the General Partner as such converting holder is expected to receive on the OP Common Units into which his Class A OP Preferred Units were converted for such quarter determined by multiplying the amount of the distribution which would have been payable on such OP Common Units for the immediately preceding quarter by a fraction the numerator of which is the number of days in the current quarter elapsed through the day immediately preceding the date of conversion of such converted Class A OP Preferred Units and the denominator of which is the total number of days in the current quarter. In the event that the distribution on the OP Common Units for the quarter in which the Class A OP Preferred Units are converted to OP Common Units is less than the distribution on the OP Common Units for the immediately preceding quarter, the Partnership will pay the General Partner as such holder an amount equal to the difference between (i) the pro rata portion of the distribution on the OP Common Units which the General Partner as holder was expected to receive and which was deducted by the Partnership pursuant to the last proviso of the preceding sentence and (ii) the pro rata portion of the distribution on the OP Common Units which the holder actually received. (c) No fractional OP Common Units shall be issued upon conversion of Class A OP Preferred Units. Instead of any fractional OP Common Units that would otherwise be deliverable upon the conversion of Class A OP Preferred Units, the Partnership shall pay to the General Partner as holder of such converted units an amount in cash equal to the cash payable to a holder of an equivalent number of converted Series A Preferred Shares in lieu of fractional Common Shares. (d) The Partnership will pay any and all documentary stamp, issue or transfer taxes, and any other similar taxes, payable in respect of (i) the issue or delivery of OP Common Units or other securities or property on conversion or redemption of Class A OP Preferred Units pursuant hereto, and (ii) the issue or delivery of Common Shares or other securities or property on conversion or redemption of Series A Preferred Shares pursuant to the terms of the General Partner's Declaration of Trust, as the same Corporation may be amended, restated or supplemented from time to timetime take such appropriate action as may be necessary to reduce the authorized shares of this Series accordingly.

Conversion. Class A OP Preferred Units shall be convertible by the General Partner as holder thereof as follows: (a) Upon conversion The shares of Series D Preferred Stock shall be convertible, in whole or in part, at the option of the Holders thereof, at any time prior to the Anniversary Date (as defined below) into a number of shares of Common Stock equal to (A) the aggregate Accrued Liquidation Preference of the Series A D Preferred Shares into Common SharesStock to be converted as of the Conversion Date (as defined below), divided by (B) the Conversion Price (as defined below). In order to convert shares of Series D Preferred Stock, the Holder thereof shall (i) deliver an equal irrevocable written notice (the "Conversion Notice") to the Corporation specifying the number of Class A OP shares of Series D Preferred Units shall automatically Stock to be converted into OP and the name in which such Holder wishes the certificate for shares of Common Units. The conversion ratio in effect from time Stock to time for the conversion of Class A OP Preferred Units into OP Common Units pursuant to this Section 7 shall at all times be equal toissued, and shall be automatically adjusted as necessary to reflect, (ii) surrender the conversion ratio in effect from time to time certificate for the conversion such shares of Series A D Preferred Shares into Common SharesStock to the Corporation and deliver such additional documents as the Corporation shall reasonably request in connection with such conversion. (b) The General Partnershares of Series D Preferred Stock shall be convertible, in whole and not in part, at the option of the Corporation, on the Corporation Conversion Date (as holder defined below) into a number of Class A OP shares of Common Stock equal to (A) the aggregate Accrued Liquidation Preference of the Series D Preferred Units Stock to be converted, divided by (B) the Conversion Price. In order to convert shares of Series D Preferred Stock, the Corporation shall deliver a written notice to each Holder. (c) If the Series D Preferred Stock is converted into the Common Stock pursuant to Section 7(a) or Section 7(b), the Corporation shall deliver or cause to be delivered as directed by the relevant Holder promptly (i) certificates representing the full number of validly issued, fully paid and nonassessable shares of Common Stock to which such Holder shall be entitled, with respect and (ii) if less than the full number of shares of Series D Preferred Stock evidenced by the surrendered certificate or certificates is being converted, a new certificate or certificates, of like tenor, for the number of shares of Series D Preferred Stock evidenced by such surrendered certificate or certificates less the number of shares of Series D Preferred Stock being converted. Such conversion shall be deemed to such Class A OP Preferred Units held, have occurred at the close of business on a Record Datethe Conversion Date so that as of such time the rights of the Holder thereof to the shares of Series D Preferred Stock being converted shall cease, except for the right to receive certificates representing shares of Common Stock in accordance herewith, and the Holder entitled to receive the distribution payable on such units on the corresponding Distribution Payment Date (the period with respect which shares of Common Stock issued as a distribution is made on a Distribution Payment Date called the "quarter"); provided, however, that if Class A OP Preferred Units are converted during the period between the close of business on any Record Date and the opening of business on the corresponding Distribution Payment Date then the General Partner as such holder, in addition to all accrued and unpaid distributions with respect to prior quarters, shall be entitled to receive a pro rata portion of the distribution which would have been payable on such converted Class A OP Preferred Units had such Units been outstanding for the entire quarter determined by multiplying the amount of the distribution which would have been payable on such converted Class A OP Preferred Unit had such Units been outstanding for the entire such quarter by a fraction the numerator of which is the number of days in the current quarter elapsed through the day immediately preceding the date of conversion of such converted Class A OP Preferred Units and the denominator of which is the total number of days in the current quarter; provided, further, that the General Partner as such converting holder will be required to pay to the Partnership (and the Partnership shall be entitled to deduct from the pro rata distribution which the General Partner as such holder is entitled to receive with respect to the converted Class A OP Preferred Units for such quarter) at the time result of such conversion a pro rata portion shall be treated for all purposes as having become the holder of the distribution which the General Partner as such converting holder is expected to receive on the OP Common Units into which his Class A OP Preferred Units were converted for such quarter determined by multiplying the amount of the distribution which would have been payable on such OP Common Units for the immediately preceding quarter by a fraction the numerator of which is the number of days in the current quarter elapsed through the day immediately preceding the date of conversion record of such converted Class A OP Preferred Units and the denominator shares of which is the total number of days in the current quarter. In the event that the distribution on the OP Common Units for the quarter in which the Class A OP Preferred Units are converted to OP Common Units is less than the distribution on the OP Common Units for the immediately preceding quarter, the Partnership will pay the General Partner as Stock at such holder an amount equal to the difference between (i) the pro rata portion of the distribution on the OP Common Units which the General Partner as holder was expected to receive and which was deducted by the Partnership pursuant to the last proviso of the preceding sentence and (ii) the pro rata portion of the distribution on the OP Common Units which the holder actually received. (c) No fractional OP Common Units shall be issued upon conversion of Class A OP Preferred Units. Instead of any fractional OP Common Units that would otherwise be deliverable upon the conversion of Class A OP Preferred Units, the Partnership shall pay to the General Partner as holder of such converted units an amount in cash equal to the cash payable to a holder of an equivalent number of converted Series A Preferred Shares in lieu of fractional Common Sharestime. (d) The Partnership will pay In connection with the conversion of any and all documentary stampshares of Series D Preferred Stock, issue or transfer taxesno fractions of shares of Common Stock shall be issued. If more than one share of Series D Preferred Stock shall be surrendered for conversion by the same Holder on the same Conversion Date, and any other similar taxes, payable in respect the number of (i) the issue or delivery full shares of OP Common Units or other securities or property Stock issuable on conversion or redemption thereof shall be computed on the basis of Class A OP the total number of shares of Series D Preferred Units pursuant hereto, and (ii) Stock so surrendered. If the issue or delivery conversion of any shares of Series D Preferred Stock results in a fraction of a share of Common Shares or other securities or property on conversion or redemption Stock, the number of Series A Preferred Shares pursuant shares of Common Stock issuable to the terms Holder shall be rounded down to the nearest whole number. (e) The Corporation shall at all times when the Series D Preferred Stock shall be outstanding, reserve and keep available out of its authorized but unissued capital stock, for the purpose of effecting the conversion of the General Partner's Declaration Series D Preferred Stock, such number of Trust, its duly authorized shares of Common Stock as the same may be amended, restated or supplemented shall from time to timetime be sufficient to effect the conversion of all outstanding Series D Preferred Stock; and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of the Series D Preferred Stock, the Corporation shall take such corporate action as may be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes, including, without limitation, engaging in best efforts to obtain the requisite stockholder approval of any necessary amendment to the Certificate of Incorporation. (f) The Corporation's obligations to issue and deliver shares of Common Stock upon conversion of Series D Preferred Stock in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by any Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by any Holder or any other person of any obligation to the Corporation or any violation or alleged violation of law by any Holder or any other person, and irrespective of any other circumstance which might otherwise limit such obligation of the Corporation to any Holder in connection with the issuance of such shares of Common Stock.

Conversion. Class A OP Preferred Units shall be convertible by the General Partner as holder thereof as follows: (a) Upon conversion Each Note may be converted at any time, in whole or in part, at the option of any number the holder thereof, in the manner hereinafter provided, into fully-paid and nonassessable shares of Series A Preferred Shares into Common Shares, an equal number of Class A OP Preferred Units Stock. The Notes shall automatically be converted into OP shares of Common Units. The conversion ratio in effect from time to time Stock at the then effective Conversion Price for such shares with the conversion consent of Class A OP Preferred Units into OP Common Units pursuant to this Section 7 shall at all times be equal to, and shall be automatically adjusted as necessary to reflect, the conversion ratio in effect from time to time for the conversion of Series A Preferred Shares into Common SharesMajority Holders. (b) The General Partner, as holder of Class A OP Preferred Units initial conversion rate for the Notes shall be entitled, with respect to such Class A OP Preferred Units held, at the close 100 shares of business on a Record Date, to receive the distribution payable on such units on the corresponding Distribution Payment Date (the period with respect which a distribution is made on a Distribution Payment Date called the "quarter"); provided, however, that if Class A OP Preferred Units are converted during the period between the close of business on any Record Date and the opening of business on the corresponding Distribution Payment Date then the General Partner as such holder, Common Stock for each $1,000 in addition to all accrued and unpaid distributions with respect to prior quarters, shall be entitled to receive a pro rata portion of the distribution which would have been payable on such converted Class A OP Preferred Units had such Units been outstanding for the entire quarter determined by multiplying the aggregate principal amount of the distribution which would have been payable on such converted Class A OP Preferred Unit had such Units been outstanding Notes representing an initial Conversion Price (for the entire such quarter by a fraction the numerator purposes of which is the number Section 10) of days in the current quarter elapsed through the day immediately preceding the date of conversion of such converted Class A OP Preferred Units and the denominator of which is the total number of days in the current quarter; provided, further, that the General Partner as such converting holder will be required to pay to the Partnership (and the Partnership shall be entitled to deduct from the pro rata distribution which the General Partner as such holder is entitled to receive with respect to the converted Class A OP Preferred Units for such quarter) at the time of such conversion a pro rata portion $10.00 per share of the distribution which the General Partner Common Stock. The applicable conversion rate and Conversion Price from time to time in effect is subject to adjustment as such converting holder is expected to receive on the OP Common Units into which his Class A OP Preferred Units were converted for such quarter determined by multiplying the amount of the distribution which would have been payable on such OP Common Units for the immediately preceding quarter by a fraction the numerator of which is the number of days in the current quarter elapsed through the day immediately preceding the date of conversion of such converted Class A OP Preferred Units and the denominator of which is the total number of days in the current quarter. In the event that the distribution on the OP Common Units for the quarter in which the Class A OP Preferred Units are converted to OP Common Units is less than the distribution on the OP Common Units for the immediately preceding quarter, the Partnership will pay the General Partner as such holder an amount equal to the difference between (i) the pro rata portion of the distribution on the OP Common Units which the General Partner as holder was expected to receive and which was deducted by the Partnership pursuant to the last proviso of the preceding sentence and (ii) the pro rata portion of the distribution on the OP Common Units which the holder actually receivedhereinafter provided. (c) No fractional OP The Company shall not issue fractions of shares of Common Units shall be issued Stock upon conversion of Class A OP Preferred Unitsthe Notes or scrip in lieu thereof. Instead If any fraction of any fractional OP a share of Common Units that would otherwise Stock would, except for the provisions of this Section 9(c), be deliverable issuable upon the conversion of Class A OP Preferred Unitseither Note or the Notes, the Partnership Company shall in lieu thereof pay to the General Partner as holder of such converted units person entitled thereto an amount in cash equal to the cash payable Market Price of such fraction, calculated to the nearest one-hundredth (1/100) of a holder of an equivalent number of converted Series A Preferred Shares in lieu of fractional Common Sharesshare. (d) Whenever the conversion rate and Conversion Price shall be adjusted as provided in Section 10 hereof, the Company shall forthwith file at each office designated for the conversion of the Notes, a statement, signed by the Chairman of the Board, the President, any Vice President or Treasurer of the Company, showing in reasonable detail the facts requiring such adjustment and the conversion rate that will be effective after such adjustment. The Partnership will pay Company shall also cause a notice setting forth any such adjustments to be sent by mail, first class, postage prepaid, to the holders of the Notes. If such notice relates to an adjustment resulting from an event referred to in paragraph 10(g), such notice shall be included as part of the notice required to be mailed and all documentary stamppublished under the provisions of paragraph 10(g) hereof. (e) In order to exercise the conversion right, issue or transfer taxeseach holder of a Note shall surrender its Note therefore to the Company at its principal office, and shall give written notice to the Company at such office that such holder elects to convert its Note. Such notice shall also state the name or names (with address) in which the certificate or certificates for shares of Common Stock which shall be issuable on such conversion shall be issued, subject to any other similar taxesrestrictions on transfer relating to such Note or shares of Common Stock upon conversion thereof. If so required by the Company, payable the Note or Notes surrendered for conversion shall be endorsed or accompanied by written instrument or instruments of transfer, in form reasonably satisfactory to the Company, duly authorized in writing. The date of receipt by the Company of the certificates and notice shall be the conversion date. As soon as practicable after receipt of such notice and the surrender of the as aforesaid, the Company shall cause to be issued and delivered at such office to such holder, or on his or its written order, a certificate or certificates for the number of full shares of Common Stock issuable on such conversion in accordance with the provisions hereof and cash as provided in Section 9(c) in respect of (i) the issue or delivery any fraction of OP Common Units or other securities or property on conversion or redemption of Class A OP Preferred Units pursuant hereto, and (ii) the issue or delivery a share of Common Shares Stock otherwise issuable upon such conversion. (f) Upon any conversion of all or other securities any part of the Notes hereunder, the holders of the Notes shall be entitled to receive, at the election of the Company, cash in respect of any accrued but unpaid interest or property on conversion or redemption additional shares of Series A Preferred Shares pursuant Common Stock equal to the terms amount of accrued but unpaid interest as of the General Partner's Declaration date of Trustconversion, divided by the Conversion Price then in effect. (g) In the event of a partial conversion of either Note or the Notes, the Company, at its expense, will forthwith issue to the holder or holders thereof a new Note or Notes of like tenor representing the portion of the Note or Notes that have not been converted, such Note or Notes to be issued in the name of the holder thereof or its nominee (upon payment by such holder of any applicable transfer taxes). (h) The Company shall at all times when the Notes shall be outstanding reserve and keep available out of its authorized but unissued stock, for the purposes of effecting the conversion of the Notes, such number of its duly authorized shares of Common Stock as the same may be amended, restated or supplemented shall from time to timetime be sufficient to effect the conversion of the Notes. Before taking any action which would cause an adjustment reducing the conversion price below the then par value of the shares of Common Stock issuable upon conversion of the Notes, the Company will take any corporate action which may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue fully-paid and nonassessable shares of such Common Stock at such adjusted Conversion Price.

Conversion. Class A OP Preferred Units shall be convertible by the General Partner as holder thereof as follows: (a) Upon conversion In accordance with the provisions of any number this Section 5, at the option of Series A Preferred Shares into Common Sharesthe Holder, an equal number of Class A OP Preferred Units the outstanding principal amount due hereunder shall automatically be converted on the Maturity Date, in whole but not in part, into OP shares (individually, a “Share” and collectively, the “Shares”) of the Company’s common stock, $0.001 par value per share (the “Common UnitsStock”). The initial conversion ratio in effect from time to time for price is $3.50 per share of the conversion of Class A OP Preferred Units into OP Common Units pursuant to this Section 7 shall at all times be equal to, and shall be automatically adjusted as necessary to reflect, Stock (the conversion ratio in effect from time to time for the conversion of Series A Preferred Shares into Common Shares“Conversion Price”). (b) The General Partner, as holder of Class A OP Preferred Units shall be entitled, with respect to such Class A OP Preferred Units held, at the close of business on a Record Date, to receive the distribution payable on such units on the corresponding Distribution Payment Date (the period with respect which a distribution is made on a Distribution Payment Date called the "quarter"); provided, however, that if Class A OP Preferred Units are converted during the period between the close of business on any Record Date and the opening of business on the corresponding Distribution Payment Date then the General Partner as such holder, in addition to all accrued and unpaid distributions with respect to prior quarters, shall be entitled to receive a pro rata portion of the distribution which would have been payable on such converted Class A OP Preferred Units had such Units been outstanding for the entire quarter determined by multiplying the amount of the distribution which would have been payable on such converted Class A OP Preferred Unit had such Units been outstanding for the entire such quarter by a fraction the numerator of which is the number of days in the current quarter elapsed through the day immediately preceding the date of conversion of such converted Class A OP Preferred Units and the denominator of which is the total number of days in the current quarter; provided, further, that the General Partner as such converting holder will be required to pay to the Partnership (and the Partnership shall be entitled to deduct from the pro rata distribution which the General Partner as such holder is entitled to receive with respect to the converted Class A OP Preferred Units for such quarter) at the time of such conversion a pro rata portion of the distribution which the General Partner as such converting holder is expected to receive on the OP Common Units into which his Class A OP Preferred Units were converted for such quarter determined by multiplying the amount of the distribution which would have been payable on such OP Common Units for the immediately preceding quarter by a fraction the numerator of which is the number of days in the current quarter elapsed through the day immediately preceding the date of conversion of such converted Class A OP Preferred Units and the denominator of which is the total number of days in the current quarter. In the event that the distribution on the OP Common Units for the quarter in which the Class A OP Preferred Units are converted to OP Common Units is less than the distribution on the OP Common Units for the immediately preceding quarter, the Partnership will pay the General Partner as such holder an amount equal to the difference between (i) the pro rata portion of the distribution on the OP Common Units which the General Partner as holder was expected to receive and which was deducted by the Partnership pursuant to the last proviso of the preceding sentence and (ii) the pro rata portion of the distribution on the OP Common Units which the holder actually received. (c) No fractional OP Common Units Shares shall be issued upon conversion of Class A OP Preferred Unitsthis Note. Instead In lieu of the Company issuing any fractional shares to the Holder upon conversion of this Note, the Company shall pay the cash not converted in lieu of a fractional Share. To convert this Note pursuant to this Section 5, the Holder shall provide to the Company written notice of such conversion at least ten (10) days prior to the Maturity Date, and surrender this Note on or before the Maturity Date, duly endorsed, at the principal office of the Holder. At its expense, the Company shall, as soon as practicable thereafter, deliver to such Holder at the address in the Company’s records for the Holder, a Stock Certificate endorsed to the Holder reflecting the number of Shares to which the Holder shall be entitled upon such conversion, together with any other securities and property to which the Holder is entitled upon such conversion under the terms of this Note. Such certificate shall bear a legend in proper form, stating substantially as follows: “THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.” In the event of any fractional OP Common Units that would otherwise be deliverable upon the conversion of Class A OP Preferred Unitsthis Note pursuant to this Section 5, such conversion shall be deemed to have been made on the Partnership Maturity Date and on and after such date the Holder of this Note entitled to receive the Shares issuable upon such conversion shall pay to be treated for all purposes as the General Partner as record holder of such converted units an amount in cash equal Shares. (c) In the event the Company should at any time or from time to time after the cash payable to date of issuance hereof fix a holder record date for the effectuation of an equivalent a split or subdivision of the then outstanding Common Stock, or a stock dividend or distribution on the then outstanding Common Stock, then, as of such record date (or the date of such distribution, split or subdivision if no record date is fixed), the Conversion Price of this Note shall be appropriately decreased so that the number of converted Series A Preferred Shares issuable upon conversion of this Note shall be increased in lieu proportion to such increase of fractional outstanding shares of Common SharesStock. (d) The Partnership will pay If the number of shares of the Common Stock outstanding at any and all documentary stamptime after the date hereof is decreased by a combination of the outstanding shares of Common Stock, issue then, following the record date of such combination, the Conversion Price for this Note shall be appropriately increased so that the number of shares of the Common Stock issuable on conversion hereof shall be decreased in proportion to such decrease in outstanding shares of the Common Stock. (e) In case of any consolidation of the Company with, or transfer taxesmerger of the Company into, and any other similar taxescorporation, or in case of any sale or conveyance of all or substantially all of the assets of the Company, then as a condition of such consolidation, merger or sale or conveyance, adequate provision will be made whereby the Holder will have the right to acquire and receive upon conversion of this Note in lieu of the Shares immediately theretofore acquirable upon the conversion of this Note, such shares of stock, securities, cash or assets as may be issued or payable with respect to or in respect exchange for the number of shares of the Common Stock immediately theretofore acquirable and receivable upon conversion of this Note had such consolidation, merger or sale or conveyance not taken place. The Company will not effect any consolidation, merger or sale or conveyance unless prior to the consummation thereof, the successor corporation (iif other than the Company) assumes by written instrument the issue or delivery obligations under this Note and the obligations to deliver to the Holder such shares of OP Common Units or other stock, securities or property on conversion or redemption of Class A OP Preferred Units pursuant heretoassets as, and (ii) in accordance with the issue or delivery of Common Shares or other securities or property on conversion or redemption of Series A Preferred Shares pursuant to foregoing provisions, the terms of the General Partner's Declaration of Trust, as the same Holder may be amended, restated or supplemented entitled to acquire. (f) The Company shall at all times reserve and keep available out of its authorized but unissued shares of its Common Stock solely for the purpose of effecting the conversion of this Note such number of shares as shall from time to timetime be sufficient to effect the conversion of this Note; and if at any time the number of authorized but unissued shares of its Common Stock shall not be sufficient to effect the conversion of the entire outstanding principal amount of this Note, in addition to such other remedies as shall be available to the Holder, the Company will use its commercially reasonable efforts to take such Company action as may, in the opinion of the Company’s counsel, be necessary to increase its authorized but unissued Common Stock to such number of shares of Common Stock as shall be sufficient for such purposes. (g) Until conversion of this Note the Holder shall not have any rights as a stockholder of the Company.

Conversion. Class A OP Preferred Units shall be convertible by the General Partner as holder thereof as follows: (a) Upon conversion Subject to and upon compliance with the provisions of this Certificate of Designation including Section 8(g) below, the holder of any Series C Preferred Stock shall have the right, at its option, at any time after the Initial Issuance Date to convert any shares of Series C Preferred Stock into that number of Series A Preferred Shares into fully paid and non-assessable shares of Common Shares, an equal Stock (as such shares shall then be constituted) obtained by multiplying the number of Class A OP shares of Series C Preferred Units shall automatically Stock to be converted into OP Common Units. The conversion ratio by the Conversion Ratio (as defined below) in effect from time at such time, by surrender of the certificate evidencing such shares of Series C Preferred Stock so to time for be converted in the conversion manner provided. A holder of Class A OP Series C Preferred Units into OP Stock is not entitled to any rights of a holder of Common Units pursuant Stock until such holder has converted shares of Series C Preferred Stock to Common Stock, and only to the extent such shares of Series C Preferred Stock are deemed to have been converted to Common Stock under this Section 7 shall at all times be equal to, and shall be automatically adjusted as necessary to reflect, the conversion ratio in effect from time to time for the conversion of Series A Preferred Shares into Common Shares8. (b) The General Partner, as holder of Class A OP Preferred Units shall be entitled, In order to exercise the conversion privilege with respect to any shares of Series C Preferred Stock, the holder of shares to be converted shall surrender such Class A OP Preferred Units heldshares, duly endorsed, at an office or agency maintained by the close Corporation for such purposes, and shall give written notice of business conversion in the form provided on a Record Date, the certificate evidencing Series C Preferred Stock (or such other notice which is acceptable to receive the distribution payable Corporation) to the office or agency that the holder elects to convert shares of Series C Preferred Stock. Such notice shall also state the name or names (with address or addresses) in which the certificate or certificates for shares of Common Stock which shall be issuable on such units conversion shall be issued, and shall be accompanied by transfer taxes, if required pursuant to Section 8(f). Each share of Series C Preferred Stock surrendered for conversion shall, unless the shares issuable on conversion are to be issued in the same name as the registration of such Series C Preferred Stock, be duly endorsed by, or be accompanied by instruments of transfer in form satisfactory to the Corporation duly executed by, the holder or his duly authorized attorney. As promptly as practicable after satisfaction of the requirements for conversion set forth above, subject to compliance with any restrictions on transfer if shares issuable on conversion are to be issued in a name other than that of the holder (as if such transfer were a transfer of the Series C Preferred Stock), the Corporation shall issue and shall deliver to such holder at the office or agency maintained by the Corporation for such purpose, a certificate or certificates for the number of full shares of Common Stock to be issued by the Corporation upon the conversion of shares of Series C Preferred Stock in accordance with the provisions of this Section 8 and a check or cash in respect of any fractional interest in respect of a share of Common Stock arising upon such conversion, as provided in Section 8(c). In case any Series C Preferred Stock shall be surrendered for partial conversion, the Corporation shall execute and deliver to the holder of the Series C Preferred Stock so surrendered, without charge to such holder, a new certificate evidencing the unconverted shares of Series C Preferred Stock evidenced by the surrendered certificate. Each conversion shall be deemed to have been effected as to any such Series C Preferred Stock on the corresponding Distribution Payment Date (date on which the period with respect which a distribution is made requirements set forth above in this Section 8(b) have been satisfied as to such Series C Preferred Stock, and the Person in whose name any certificate or certificates for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become on a Distribution Payment Date called said date the "quarter")holder of record of the shares represented thereby; provided, however, that if Class A OP Preferred Units are converted during the period between the close of business any such surrender on any Record Date and date when the opening stock transfer books of business the Company shall be closed shall constitute the Person in whose name the certificates are to be issued as the record holder thereof for all purposes on the corresponding Distribution Payment Date then the General Partner as next succeeding day on which such holderstock transfer books are open, in addition to all accrued and unpaid distributions with respect to prior quarters, but such conversion shall be entitled to receive a pro rata portion of at the distribution which would have been payable Conversion Ratio in effect on such converted Class A OP Preferred Units had such Units been outstanding for the entire quarter determined by multiplying the amount of the distribution which would have been payable on such converted Class A OP Preferred Unit had such Units been outstanding for the entire such quarter by a fraction the numerator of which is the number of days in the current quarter elapsed through the day immediately preceding the date of conversion of upon which such converted Class A OP Series C Preferred Units and the denominator of which is the total number of days in the current quarter; provided, further, that the General Partner as such converting holder will be required to pay to the Partnership (and the Partnership Stock shall be entitled to deduct from the pro rata distribution which the General Partner as such holder is entitled to receive with respect to the converted Class A OP Preferred Units for such quarter) at the time of such conversion a pro rata portion of the distribution which the General Partner as such converting holder is expected to receive on the OP Common Units into which his Class A OP Preferred Units were converted for such quarter determined by multiplying the amount of the distribution which would have been payable on such OP Common Units for the immediately preceding quarter by a fraction the numerator of which is the number of days in the current quarter elapsed through the day immediately preceding the date of conversion of such converted Class A OP Preferred Units and the denominator of which is the total number of days in the current quarter. In the event that the distribution on the OP Common Units for the quarter in which the Class A OP Preferred Units are converted to OP Common Units is less than the distribution on the OP Common Units for the immediately preceding quarter, the Partnership will pay the General Partner as such holder an amount equal to the difference between (i) the pro rata portion of the distribution on the OP Common Units which the General Partner as holder was expected to receive and which was deducted by the Partnership pursuant to the last proviso of the preceding sentence and (ii) the pro rata portion of the distribution on the OP Common Units which the holder actually receivedsurrendered. (c) No fractional OP shares of Common Units Stock or scrip representing fractional shares shall be issued upon conversion of Class A OP Series C Preferred UnitsStock. Instead of If any fractional OP Common Units that share of stock would otherwise be deliverable issuable upon the conversion of Class A OP any share or shares of Series C Preferred UnitsStock, the Partnership Corporation shall pay to the General Partner as holder of such converted units make an amount adjustment and payment therefor in cash equal at the fair market value per share. To the extent the Common Stock is listed or quoted for trading on a recognized national trading market, the current market price of a share of Common Stock shall be the Closing Price on the last business day immediately preceding the day on which the Series C Preferred Stock is deemed to the cash payable to a holder of an equivalent number of converted Series A Preferred Shares in lieu of fractional Common Shareshave been converted. (d) The Partnership conversion ratio applicable to the Series C Preferred Stock shall be 1,000 shares of Common Stock for each share of Series C Preferred Stock (herein called the “Conversion Ratio”), subject to adjustment as provided in this Section 8. (e) The Conversion Ratio shall be adjusted from time to time by the Corporation as follows: (1) In case the Corporation shall hereafter pay a dividend or make a distribution to all holders of the outstanding Common Stock in shares of Common Stock, the Conversion Ratio in effect at the opening of business on the date following the date fixed for the determination of stockholders entitled to receive such dividend or other distribution shall be increased by multiplying such Conversion Ratio by a fraction, the numerator of which shall be the sum of (x) the number of shares of Common Stock outstanding at the close of business on the date fixed for such determination and (y) the total number of shares constituting such dividend or other distribution and the denominator of which shall be the number of shares of Common Stock outstanding at the close of business on the date fixed for such determination, such increase to become effective immediately after the opening of business on the day following the date fixed for such determination. The Corporation will not pay any and all documentary stampdividend or make any distribution on shares of Common Stock held in the treasury of the Corporation. If any dividend or distribution of the type described in this Section 8(e)(1) is declared but not so paid or made, issue the Conversion Ratio shall again be adjusted to the Conversion Ratio which would then be in effect if such dividend or transfer taxesdistribution had not been declared. (2) In case outstanding shares of Common Stock shall be subdivided into a greater number of shares of Common Stock, the Conversion Ratio in effect at the opening of business on the day following the day upon which such subdivision becomes effective shall be proportionately increased, and conversely, in case outstanding shares of Common Stock shall be combined into a smaller number of shares of Common Stock, the Conversion Ratio in effect at the opening of business on the day following the day upon which such combination becomes effective shall be proportionately decreased, such increase or reduction, as the case may be, to become effective immediately after the opening of business on the day following the day upon which such subdivision or combination becomes effective. (3) Whenever the Conversion Ratio is adjusted as herein provided, the Corporation shall prepare a notice of such adjustment of the Conversion Ratio setting forth the adjusted Conversion Ratio and the date on which each adjustment becomes effective and shall mail such notice of such adjustment of the Conversion Ratio to each holder of Series C Preferred Stock at his last address appearing on the share register, within twenty (20) days after the effectiveness thereof. Failure to deliver such notice shall not affect the legality or validity of any other similar taxessuch adjustment. (4) For purposes of this Section 8(e), the number of shares of Common Stock at any time outstanding shall not include shares held in the treasury of the Corporation but shall include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock. The Corporation will not pay any dividend or make any distribution on shares of Common Stock held in the treasury of the Corporation. (f) The issuance of stock certificates on conversions of shares of Series C Preferred Stock shall be made without charge to the converting holder for any tax in respect of the issue thereof. The Corporation shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of stock in any name other than that of the holder of any share of Series C Preferred Stock converted, and the Corporation shall not be required to issue or deliver any such stock certificate unless and until the Person or Persons requesting the issuance thereof shall have paid to the Corporation the amount of such tax or shall have established to the satisfaction of the Corporation that such tax has been paid. (g) The Corporation shall provide, free from preemptive rights, out of its authorized but unissued shares or shares held in treasury, sufficient shares of Common Stock to provide for the conversion of the shares of Series C Preferred Stock from time to time as such are presented for conversion. The Company covenants that all shares of Common Stock which may be issued upon conversion of Series C Preferred Stock will upon issuance be fully paid and non-assessable by the Company and free from all taxes, liens and charges with respect to the issuance thereof, other than those created by or imposed upon the holders through no action of the Company. If at any time a holder of shares of Series C Preferred Stock seeks to convert shares of Series C Preferred Stock pursuant to Section 8(b), and the Company does not have sufficient authorized but unissued shares of Common Stock available to effect such conversion, the Company shall promptly (i) the issue or delivery take all action within its control to cause a sufficient number of OP Common Units or other securities or property on conversion or redemption of Class A OP Preferred Units pursuant hereto, additional shares to be authorized and (ii) issue to the issue holder (or delivery holders, if more than one holder seeks to convert shares of Series C Preferred Stock pursuant to Section 8(b) on the same date, pro-rata based on the ratio that the number of shares of Series C Preferred Stock then held by each such holder bears to the aggregate number of such shares held by such holders) all of the shares of Common Shares or other securities or property Stock that are available to effect such conversion. The number of shares of Series C Preferred Stock sought to be converted which exceeds the amount which is then convertible into available shares of Common Stock (the “Excess Amount”) shall not be convertible into Common Stock in accordance with the terms hereof until (and at the holder’s option at any time after) the date additional shares of Common Stock are authorized by the Company to permit such conversion. (h) If any shares of Series C Preferred Stock remain outstanding on the Mandatory Conversion Date (as defined below), then all such shares of Series C Preferred Stock will be automatically converted as of such date in accordance with this Section 8 as if the holders of such shares of Series C Preferred Stock had exercised a privilege to convert such shares and voluntarily surrendered such shares for conversion on the date immediately preceding the Mandatory Conversion Date, and the conversion date had been fixed as of the Mandatory Conversion Date. All holders of Series C Preferred Stock shall thereupon and within ten (10) business days after receipt of notice of the occurrence of the Mandatory Conversion Date surrender all certificates for Series C Preferred Stock, duly endorsed for cancellation, to the Corporation. No Person shall thereafter have any rights in respect of Series C Preferred Stock, except the right to receive shares of Common Stock on conversion or redemption thereof. “Mandatory Conversion Date” means the first date on which the Corporation has sufficient authorized but unissued shares of Series A Preferred Shares pursuant Common Stock, together with shares of Common Stock held in treasury, to the terms provide for conversion in full of the General Partner's Declaration Series C Preferred Stock, after taking into account shares reserved for issuance upon exercise of Trustoutstanding rights, as the same may be amended, restated or supplemented from time to timewarrants and options and upon conversion of outstanding convertible securities.

Conversion. Class A OP Preferred Units shall be convertible by the General Partner as holder thereof as follows: (a) Upon conversion of any number of Series A Preferred Shares into Common Shares, an equal number of Class A OP Preferred Units shall automatically be converted into OP Common Units. The conversion ratio Subject to the adjustments provided in effect from time to time for the conversion of Class A OP Preferred Units into OP Common Units pursuant to this Section 7 shall 5, at all times be the Holder's election and anytime, Holder may convert the Note into an amount of shares of the Company's Common Stock equal toto 3% of the Company's Common Stock, on a fully diluted basis, and shall be automatically adjusted as necessary subject to reflectthe anti-dilution protections set forth in the Letter Agreement of even date herewith. To the extent that any principal payments are made in respect of the Note and retained by the Holder, the conversion right of Holder to convert the principal amount into the Conversion Shares shall be reduced proportionately based on the ratio between the amount of principal repayed to the original principal amount of this Note. It is intended by the foregoing that to the extent the principal amount has not been retired, that the Holder shall be entitled to the dilution protection set forth in effect from time Section 4 of the Letter Agreement including without limitation, such that Holder receives an appropriate amount of Conversion Shares up to time for 3% of the conversion Company's outstanding Common Stock, computed on a fully diluted basis, upon the conclusion of Series A Preferred Shares into Common Sharesan Initial Public Offering. (b) The General Partner, as holder of Class A OP Preferred Units shall be entitled, with respect Notwithstanding anything in this Agreement to such Class A OP Preferred Units held, at the close of business on a Record Date, to receive the distribution payable on such units on the corresponding Distribution Payment Date (the period with respect which a distribution is made on a Distribution Payment Date called the "quarter"); provided, however, that if Class A OP Preferred Units are converted during the period between the close of business on any Record Date and the opening of business on the corresponding Distribution Payment Date then the General Partner as such holdercontrary, in addition order to all accrued and unpaid distributions with respect preserve for Holder the conversion rights set forth above, the following additional provisions shall apply: (i) Prior to prior quartersany optional prepayment of this Note, shall be entitled to receive a pro rata portion of the distribution which would have been payable on such converted Class A OP Preferred Units had such Units been outstanding for the entire quarter determined by multiplying the amount of the distribution which would have been payable on such converted Class A OP Preferred Unit had such Units been outstanding for the entire such quarter by a fraction the numerator of which is the number of Company will provide Lender 10 days in the current quarter elapsed through the day immediately preceding the date of conversion written notice of such converted Class A OP Preferred Units and intent, in which case Holder may notify Company in writing that it is electing to convert all (or the denominator portion subject to prepayment) of which is this Note into Shares of Common Stock as set forth herein; (ii) In the total number event of days in any payment associated with the current quarter; providedCollateral Security Agreements, further, that the General Partner as such converting holder Company will be required to pay to the Partnership use its best efforts (and the Partnership shall be entitled to deduct from the pro rata distribution which the General Partner as such holder is entitled to receive including requiring any obligors with respect to the converted Class A OP Preferred Units for Collateral) to notify Holder that a payment has been (or will be) made. In such quarter) at the time event, Holder shall have 10 days after receipt of such conversion a pro rata portion of payment to return the distribution which the General Partner as such converting holder is expected to receive on the OP Common Units into which his Class A OP Preferred Units were converted for such quarter determined by multiplying the like amount of the distribution which would have been payable on such OP Common Units for the immediately preceding quarter by a fraction the numerator of which is the number of days in the current quarter elapsed through the day immediately preceding the date of conversion of such converted Class A OP Preferred Units and the denominator of which is the total number of days in the current quarter. In the event that the distribution on the OP Common Units for the quarter in which the Class A OP Preferred Units are converted cash to OP Common Units is less than the distribution on the OP Common Units for the immediately preceding quarter, the Partnership will pay the General Partner Company so as such holder an amount equal to the difference between (i) the pro rata portion of the distribution on the OP Common Units which the General Partner as holder was expected to receive and which was deducted by the Partnership pursuant to the last proviso of the preceding sentence and (ii) the pro rata portion of the distribution on the OP Common Units which the holder actually received. (c) No fractional OP Common Units shall be issued upon conversion of Class A OP Preferred Units. Instead of any fractional OP Common Units that would otherwise be deliverable upon maintain the conversion of Class A OP Preferred Units, the Partnership shall pay to the General Partner as holder of such converted units an amount in cash equal to the cash payable to a holder of an equivalent number of converted Series A Preferred Shares in lieu of fractional Common Sharesrights set forth herein. (d) The Partnership will pay any and all documentary stamp, issue or transfer taxes, and any other similar taxes, payable in respect of (i) the issue or delivery of OP Common Units or other securities or property on conversion or redemption of Class A OP Preferred Units pursuant hereto, and (ii) the issue or delivery of Common Shares or other securities or property on conversion or redemption of Series A Preferred Shares pursuant to the terms of the General Partner's Declaration of Trust, as the same may be amended, restated or supplemented from time to time.

Conversion. Class A OP Preferred Units shall be convertible by the General Partner as holder thereof as follows: (a) Upon conversion of any number of Series A Preferred Shares into Common Shares, an equal number of Class A OP Preferred Units shall automatically be converted into OP Common Units. The conversion ratio in effect from time to time for the conversion of Class A OP Preferred Units into OP Common Units pursuant to this Section 7 shall at all times be equal to, and shall be automatically adjusted as necessary to reflect, the conversion ratio in effect from time to time for the conversion of Series A Preferred Shares into Common Shares. (b) The General Partner, as holder of Class A OP Preferred Units shall be entitled, with respect to such Class A OP Preferred Units held, at the close of business on a Record Date, to receive the distribution payable on such units on the corresponding Distribution Payment Date (the period with respect which a distribution is made on a Distribution Payment Date called the "quarter"); provided, however, that if Class A OP Preferred Units are converted during the period between the close of business on any Record Date and the opening of business on the corresponding Distribution Payment Date then the General Partner as such holder, in addition to all accrued and unpaid distributions with respect to prior quarters, shall be entitled to receive a pro rata portion of the distribution which would have been payable on such converted Class A OP Preferred Units had such Units been outstanding for the entire quarter determined by multiplying the amount of the distribution which would have been payable on such converted Class A OP Preferred Unit had such Units been outstanding for the entire such quarter by a fraction the numerator of which is the number of days in the current quarter elapsed through the day immediately preceding the date of conversion of such converted Class A OP Preferred Units and the denominator of which is the total number of days in the current quarter; provided, further, that the General Partner as such converting holder will be required to pay to the Partnership (and the Partnership shall be entitled to deduct from the pro rata distribution which the General Partner as such holder is entitled to receive with respect to the converted Class A OP Preferred Units for such quarter) at the time of such conversion a pro rata portion of the distribution which the General Partner as such converting holder is expected to receive on the OP Common Units into which his Class A OP Preferred Units were converted for such quarter determined by multiplying the amount of the distribution which would have been payable on such OP Common Units for the immediately preceding quarter by a fraction the numerator of which is the number of days in the current quarter elapsed through the day immediately preceding the date of conversion of such converted Class A OP Preferred Units and the denominator of which is the total number of days in the current quarter. In the event that the distribution on LLC determines to consummate a Qualified Initial Public Offering, the OP Common Board of Managers shall have the power and authority, to incorporate the LLC or take such other action as it may deem advisable, including, without limitation, (A) dissolving the LLC, creating one or more subsidiaries of the newly formed corporation and transferring to such subsidiaries any or all of the assets of the LLC (including by merger) or (B) causing the Members to exchange their Units for common stock of the quarter in which the Class A OP Preferred Units are converted to OP Common Units is less than the distribution on the OP Common Units for the immediately preceding quarternewly formed corporation. In connection with any such transaction, the Partnership will pay Members shall receive, in exchange for their respective Units, shares of common stock of such corporation or its subsidiaries having the General Partner same relative economic interest in such corporation or its subsidiaries as is set forth in this Agreement, subject to any modifications required solely as a result of the conversion to corporate form. At the time of such holder an amount equal transaction, the Members shall, and hereby agree to, take any and all actions deemed reasonably necessary and appropriate by the Board of Managers to the difference between effect such transaction, including entering into a stockholders’ agreement providing for (i) the pro rata portion restrictions on Transfer set forth in this Agreement; provided that such restrictions shall not apply to sales in broadly disseminated public offerings, to sales in accordance with Rule 144 under the Securities Act or to sales following the consummation of the distribution on the OP Common Units which the General Partner as holder was expected to receive and which was deducted by the Partnership pursuant to the last proviso of the preceding sentence such Qualified Initial Public Offering and (ii) an agreement to vote all shares of capital stock held by them to elect the pro rata portion Board of Managers as the directors of the distribution on the OP Common Units which the holder actually received. (c) No fractional OP Common Units shall be issued upon conversion of Class A OP Preferred Unitsnew corporation in accordance with this Agreement. Instead of Prior to consummating any fractional OP Common Units that would otherwise be deliverable upon the conversion of Class A OP Preferred Unitssuch transaction, the Partnership Members shall pay to approve the General Partner as holder proposed forms of such converted units an amount in cash equal to the cash payable to a holder certificate of an equivalent number of converted Series A Preferred Shares in lieu of fractional Common Shares. (d) The Partnership will pay any and all documentary stampincorporation, issue or transfer taxesby-laws, stockholders’ agreement and any other similar taxesgoverning documents proposed to be established for such corporation and its subsidiaries, payable in respect if any, all of (i) which shall, as nearly as practicable, reflect the issue or delivery rights and obligations of OP Common Units or other securities or property on the Members under this Agreement and comparable agreements applicable to any subsidiary as of the date of such transaction. Prior to effecting any conversion or redemption of under this Section 9.5, the Class A OP Preferred Units pursuant hereto, and (ii) the issue or delivery of Common Shares or other securities or property on conversion or redemption of Series A Preferred Shares pursuant to the terms of the General Partner's Declaration of Trust, as the same may Members shall be amended, restated or supplemented from given sufficient time to timeeffect reasonable tax planning and other internal restructuring as such Class A Member shall deem to be reasonably necessary.

Conversion. Class (A) Unless such Series A OP Preferred Units shall have previously been redeemed pursuant to Section 8 hereof, at the option of the holder thereof, any Series A Preferred Units may be convertible converted, in whole or in part, at any time and from time to time after the Lockout Date, into such number of Common Units obtained by dividing the aggregate Series A Liquidation Preference (including for this purpose any distributions accrued and unpaid in respect of any prior Series A Distribution Periods but not the then-current Series A distribution Period) of such Series A Preferred Units by the General Partner estimated fair market value of one common share in the REIT (the “Estimated Market Value”) as holder thereof as follows: determined by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ & Co., Inc. or another nationally recognized independent valuation firm with expertise in valuing the securities of real estate investment trusts, reasonably acceptable to the Partnership and holders owning at least sixty six and two thirds percent (a66 and 2/3%) Upon conversion of any number of Series A Preferred Shares into Common Shares, an equal number of Class A OP Preferred Units shall automatically be converted into OP Common Units. The conversion ratio in effect from time . (B) In order to time for exercise the conversion of Class A OP Preferred Units into OP Common Units pursuant to this Section 7 shall at all times be equal to, and shall be automatically adjusted as necessary to reflectright, the conversion ratio holder of each applicable Series A Preferred Unit shall surrender the certificate representing such Series A Preferred Unit, duly endorsed or assigned to the Partnership in effect from time blank, to time for the conversion Partnership, accompanied by written notice to the Partnership that the holder thereof elects to convert such Series A Preferred Units. (C) Holders of Series A Preferred Shares into Common Shares. (b) The General Partner, as holder of Class A OP Preferred Units shall be entitled, with respect to such Class A OP Preferred Units held, at the close of business on the record date (a “Series A Distribution Record Date, ”) in respect if any Series A Distribution Payment Date shall be entitled to receive the distribution payable on such units on the corresponding Series A Distribution Payment Date (notwithstanding the period with respect which a distribution is made on a conversion thereof following such Series A Distribution Record Date and prior to such Series A Distribution Payment Date called the "quarter"); provided, however, that if Class A OP Preferred Units are converted during the period between Date. (D) Each conversion shall be deemed to have been effected immediately prior to the close of business on any Record Date and the opening of business date on which the corresponding Distribution Payment Date then certificate for the General Partner as such holder, in addition to all accrued and unpaid distributions with respect to prior quarters, Series A Preferred Units shall be entitled to receive a pro rata portion of the distribution which would have been payable on surrendered and such converted Class A OP Preferred Units had such Units been outstanding for the entire quarter determined by multiplying the amount of the distribution which would have been payable on such converted Class A OP Preferred Unit had such Units been outstanding for the entire such quarter by a fraction the numerator of which is the number of days in the current quarter elapsed through the day immediately preceding the date of conversion of such converted Class A OP Preferred Units and the denominator of which is the total number of days in the current quarter; provided, further, that the General Partner as such converting holder will be required to pay to the Partnership (and the Partnership shall be entitled to deduct from the pro rata distribution which the General Partner as such holder is entitled to receive with respect to the converted Class A OP Preferred Units for such quarter) at the time of such conversion a pro rata portion of the distribution which the General Partner as such converting holder is expected to receive on the OP Common Units into which his Class A OP Preferred Units were converted for such quarter determined by multiplying the amount of the distribution which would have been payable on such OP Common Units for the immediately preceding quarter by a fraction the numerator of which is the number of days in the current quarter elapsed through the day immediately preceding the date of conversion of such converted Class A OP Preferred Units and the denominator of which is the total number of days in the current quarter. In the event that the distribution on the OP Common Units for the quarter in which the Class A OP Preferred Units are converted to OP Common Units is less than the distribution on the OP Common Units for the immediately preceding quarter, the Partnership will pay the General Partner as such holder an amount equal to the difference between (i) the pro rata portion of the distribution on the OP Common Units which the General Partner as holder was expected to receive and which was deducted notice received by the Partnership pursuant to the last proviso of the preceding sentence and (ii) the pro rata portion of the distribution on the OP Common Units which the holder actually receivedas aforesaid. (cE) No fractional OP units or scrip representing fractions of Common Units shall be issued upon conversion of Class the Series A OP Preferred Units. Instead of any fractional OP interest in a Common Units Unit that would otherwise be deliverable upon the conversion of Class a Series A OP Preferred UnitsUnit, the Partnership shall pay to the General Partner as holder of such converted units an amount in cash equal to the cash payable to a holder of an equivalent number of converted Series A Preferred Shares Unit an amount equal in lieu cash based upon the then Estimated Market Price. If more than one Series A Preferred Unit shall be surrendered for conversion at one time by the same holder, the number of fractional Common Shares. (d) The Partnership will pay any and all documentary stamp, issue or transfer taxes, and any other similar taxes, payable in respect of (i) the issue or delivery of OP Common Units or other securities or property issuable upon conversion thereof shall be computed on conversion or redemption the basis of Class A OP Preferred Units pursuant hereto, and (ii) the issue or delivery of Common Shares or other securities or property on conversion or redemption aggregate number of Series A Preferred Shares pursuant to the terms of the General Partner's Declaration of Trust, as the same may be amended, restated or supplemented from time to timeUnits so surrendered.

Conversion. Class A OP Preferred Units shall be convertible by the General Partner as holder thereof as follows: (a) Upon conversion At the Payee’s option, at any time prior to payment in full of the principal balance of this Note, the Payee may elect to convert all or any portion of this Note into that number of Series A Preferred Shares into Common Shares, an warrants (the “Conversion Warrants”) equal number to: (i) the portion of Class A OP Preferred Units shall automatically be the principal amount of the Note being converted into OP Common Units. The conversion ratio in effect from time to time for the conversion of Class A OP Preferred Units into OP Common Units pursuant to this Section 7 14, divided by (ii) $0.50, rounded up to the nearest whole number. Each Conversion Warrant shall at all times be equal tohave the same terms and conditions as the warrants issued by the Maker pursuant to a private placement, as described in Maker’s Registration Statement on Form S-1 (333-198236). The Conversion Warrants, the shares of Common Stock underlying the Conversion Warrants and any other equity security of Maker issued or issuable with respect to the foregoing by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, amalgamation, consolidation or reorganization (the “Warrant Shares”), shall be automatically adjusted as necessary entitled to reflect, the conversion ratio registration rights set forth in effect from time to time for the conversion of Series A Preferred Shares into Common SharesSection 15 hereof. (b) The General PartnerUpon any complete or partial conversion of the principal amount of this Note, as holder of Class A OP Preferred Units (i) such principal amount shall be entitledso converted and such converted portion of this Note shall become fully paid and satisfied, (ii) the Payee shall surrender and deliver this Note, duly endorsed, to Maker or such other address which Maker shall designate against delivery of the Conversion Warrants, (iii) Maker shall promptly deliver a new duly executed Note to the Payee in the principal amount that remains outstanding, if any, after any such conversion and (iv) in exchange for all or any portion of the surrendered Note, Maker shall deliver to Payee the Conversion Warrants, which shall bear such legends as are required, in the opinion of counsel to Maker or by any other agreement between Maker and the Payee and applicable state and federal securities laws. (c) The Payee shall pay any and all issue and other taxes that may be payable with respect to such Class A OP Preferred Units held, at any issue or delivery of the close Conversion Warrants upon conversion of business on a Record Date, to receive the distribution payable on such units on the corresponding Distribution Payment Date (the period with respect which a distribution is made on a Distribution Payment Date called the "quarter")this Note pursuant hereto; provided, however, that if Class A OP Preferred Units are converted during the period between the close of business on any Record Date and the opening of business on the corresponding Distribution Payment Date then the General Partner as such holder, in addition to all accrued and unpaid distributions with respect to prior quarters, Payee shall not be entitled to receive a pro rata portion of the distribution which would have been payable on such converted Class A OP Preferred Units had such Units been outstanding for the entire quarter determined by multiplying the amount of the distribution which would have been payable on such converted Class A OP Preferred Unit had such Units been outstanding for the entire such quarter by a fraction the numerator of which is the number of days in the current quarter elapsed through the day immediately preceding the date of conversion of such converted Class A OP Preferred Units and the denominator of which is the total number of days in the current quarter; provided, further, that the General Partner as such converting holder will be required obligated to pay to the Partnership (and the Partnership shall be entitled to deduct any transfer taxes resulting from the pro rata distribution which the General Partner as such holder is entitled to receive with respect to the converted Class A OP Preferred Units for such quarter) at the time of such conversion a pro rata portion of the distribution which the General Partner as such converting holder is expected to receive on the OP Common Units into which his Class A OP Preferred Units were converted for such quarter determined by multiplying the amount of the distribution which would have been payable on such OP Common Units for the immediately preceding quarter by a fraction the numerator of which is the number of days in the current quarter elapsed through the day immediately preceding the date of conversion of such converted Class A OP Preferred Units and the denominator of which is the total number of days in the current quarter. In the event that the distribution on the OP Common Units for the quarter in which the Class A OP Preferred Units are converted to OP Common Units is less than the distribution on the OP Common Units for the immediately preceding quarter, the Partnership will pay the General Partner as such holder an amount equal to the difference between (i) the pro rata portion of the distribution on the OP Common Units which the General Partner as holder was expected to receive and which was deducted any transfer requested by the Partnership pursuant to the last proviso of the preceding sentence and (ii) the pro rata portion of the distribution on the OP Common Units which the holder actually received. (c) No fractional OP Common Units shall be issued upon conversion of Class A OP Preferred Units. Instead of Payee in connection with any fractional OP Common Units that would otherwise be deliverable upon the conversion of Class A OP Preferred Units, the Partnership shall pay to the General Partner as holder of such converted units an amount in cash equal to the cash payable to a holder of an equivalent number of converted Series A Preferred Shares in lieu of fractional Common Sharesconversion. (d) The Partnership will pay any Conversion Warrants shall not be issued upon conversion of this Note unless such issuance and such conversion comply with all documentary stamp, issue or transfer taxes, and any other similar taxes, payable in respect applicable provisions of (i) the issue or delivery of OP Common Units or other securities or property on conversion or redemption of Class A OP Preferred Units pursuant hereto, and (ii) the issue or delivery of Common Shares or other securities or property on conversion or redemption of Series A Preferred Shares pursuant to the terms of the General Partner's Declaration of Trust, as the same may be amended, restated or supplemented from time to timelaw.

Conversion. Class A OP (a) Subject to the terms and conditions contained in this Section 6, the Preferred Units Shares shall be convertible by the General Partner as holder thereof as follows: (ai) Upon conversion from and after the Issue Date, the holders of any Preferred Shares shall have the right, at their option (the “Optional Conversion Right”), to convert some or all of their Preferred Shares as set forth in the Holder Conversion Election Notice (as defined below) into the number of Series A Preferred fully paid and non-assessable Common Shares into Common Shares, an equal number of Class A OP Preferred Units shall automatically be converted into OP Common Units. The conversion ratio in effect from time to time for obtained by dividing the conversion of Class A OP Preferred Units into OP Common Units pursuant to this Section 7 shall at all times be equal to, and shall be automatically adjusted as necessary to reflect, the conversion ratio in effect from time to time for the conversion of Series A Preferred Shares into Common Shares. aggregate Stated Liquidation Preference Amount plus any dividends (bwhether or not earned or declared) The General Partner, as holder of Class A OP Preferred Units shall be entitled, with respect to such Class A OP Preferred Units held, at the close of business on a Record Date, to receive the distribution payable on such units on the corresponding Distribution Payment Date (the period with respect which a distribution is made on a Distribution Payment Date called the "quarter"); provided, however, that if Class A OP Preferred Units are converted during the period between the close of business on any Record Date and the opening of business on the corresponding Distribution Payment Date then the General Partner as such holder, in addition to all accrued and unpaid distributions with respect to prior quartersthereon from the last Dividend Payment Date to, shall be entitled to receive a pro rata portion of the distribution which would have been payable on such converted Class A OP Preferred Units had such Units been outstanding for the entire quarter determined by multiplying the amount of the distribution which would have been payable on such converted Class A OP Preferred Unit had such Units been outstanding for the entire such quarter by a fraction the numerator of which is the number of days in the current quarter elapsed through the day immediately preceding but excluding, the date of conversion of such converted Class A OP specified Preferred Units and Shares by the denominator of which Conversion Price (each an “Optional Conversion”); and (ii) at any time following the date that is one (1) year following the total number of days in the current quarterIssue Date; provided, further, that (A) the General Partner as such converting holder will be required to pay VWAP of a Common Share for the period of 30 consecutive Trading Days beginning on the 31st Trading Day prior to the Partnership Corporation Conversion Election Date (the “Mandatory Conversion VWAP Period”) is in excess of $[·](3) (as adjusted for Common Share Events and the Partnership shall be entitled to deduct from the pro rata distribution which the General Partner as such holder is entitled to receive with respect to the converted Class A OP Preferred Units for such quarter) at the time of such conversion a pro rata portion dividends paid on shares of the distribution which Corporation’s Capital Stock in Common Shares) and (B) the General Partner as such converting holder is expected to receive on Corporation has an effective resale shelf registration statement permitting the OP Common Units into which his Class A OP Preferred Units were converted for such quarter determined by multiplying the amount resale of all of the distribution which would Common Shares issuable upon conversion of the Preferred Shares, the Corporation shall have been payable on such OP Common Units for the immediately preceding quarter by a fraction right, at its option (the numerator “Mandatory Conversion Right”), to convert all or any number of which is the outstanding Preferred Shares into the number of days in fully paid and non-assessable Common Shares obtained by dividing the current quarter elapsed through aggregate Stated Liquidation Preference Amount plus any dividends (whether or not earned or declared) accrued and unpaid thereon from the day immediately preceding last Dividend Payment Date to, but excluding, the date of conversion of such converted Class A OP Preferred Units and Shares by the denominator Conversion Price (the “Mandatory Conversion”). Any such Mandatory Conversion with respect to less than all outstanding Preferred Shares, shall be applied pro rata to the holders of which is Preferred Shares based on the total number of days in the current quarter. In the event that the distribution on the OP Common Units for the quarter in which the Class A OP Preferred Units are converted to OP Common Units is less than the distribution on the OP Common Units for the immediately preceding quarter, the Partnership will pay the General Partner as such holder an amount equal to the difference between (i) the pro rata portion of the distribution on the OP Common Units which the General Partner as holder was expected to receive and which was deducted by the Partnership pursuant to the last proviso of the preceding sentence and (ii) the pro rata portion of the distribution on the OP Common Units which the holder actually received. (c) No fractional OP Common Units shall be issued upon conversion of Class A OP Preferred Units. Instead of any fractional OP Common Units that would otherwise be deliverable upon the conversion of Class A OP Preferred Units, the Partnership shall pay to the General Partner as holder of such converted units an amount in cash equal to the cash payable to a holder of an equivalent number of converted Series A Preferred Shares in lieu of fractional Common Sharesheld by each such holder. (d) The Partnership will pay any and all documentary stamp, issue or transfer taxes, and any other similar taxes, payable in respect of (i) the issue or delivery of OP Common Units or other securities or property on conversion or redemption of Class A OP Preferred Units pursuant hereto, and (ii) the issue or delivery of Common Shares or other securities or property on conversion or redemption of Series A Preferred Shares pursuant to the terms of the General Partner's Declaration of Trust, as the same may be amended, restated or supplemented from time to time.

Conversion. Class A OP Preferred Units shall be convertible by the General Partner as holder thereof as follows: (a) Upon conversion As of the Effective Time, by virtue of the Merger and without any additional action on the part of any number holder of shares of the Seller's Series B Preferred Stock, each share of Series A B Preferred Shares into Common Stock of the Seller issued and outstanding immediately prior to the Effective Time (other than any Dissenters' Shares, an equal number of Class A OP Preferred Units ) and any accrued and unpaid dividends in respect thereof shall automatically be converted into OP Common Units. The conversion ratio in effect from time the right to time for receive its pro rata portion (based on the conversion number of Class A OP Preferred Units into OP Common Units pursuant to this Section 7 shall at all times be equal to, and shall be automatically adjusted as necessary to reflect, the conversion ratio in effect from time to time for the conversion shares of Series A B Preferred Stock including Dissenters' Shares into Common Shareswhich are shares of Series B Preferred Stock) of the Series B Preferred Stock Merger Consideration, payable upon surrender of the certificate representing such shares to the Disbursing Agent as set forth in Section 2.6 hereof and as otherwise set forth herein. (b) The General PartnerAs of the Effective Time, as by virtue of the Merger and without any additional action on the part of any holder of Class A OP shares of the 15% Preferred Units shall be entitledStock of the Seller, with respect each share of 15% Preferred Stock of the Seller issued and outstanding immediately prior to such Class A OP Preferred Units held, at the close of business on a Record Date, to receive the distribution payable on such units on the corresponding Distribution Payment Date Effective Time (the period with respect which a distribution is made on a Distribution Payment Date called the "quarter"); provided, however, that if Class A OP Preferred Units are converted during the period between the close of business on other than any Record Date Dissenters' Shares) and the opening of business on the corresponding Distribution Payment Date then the General Partner as such holder, in addition to all any accrued and unpaid distributions with dividends in respect to prior quarters, thereof shall be entitled converted into the right to receive a its pro rata portion of the distribution which would have been payable (based on such converted Class A OP Preferred Units had such Units been outstanding for the entire quarter determined by multiplying the amount of the distribution which would have been payable on such converted Class A OP Preferred Unit had such Units been outstanding for the entire such quarter by a fraction the numerator of which is the number of days in shares of 15% Preferred Stock including Dissenters' Shares which are shares of 15% Preferred Stock) of the current quarter elapsed through 15% Preferred Stock Merger Consideration, payable upon surrender of the day immediately preceding the date of conversion of certificate representing such converted Class A OP Preferred Units and the denominator of which is the total number of days in the current quarter; provided, further, that the General Partner as such converting holder will be required to pay shares to the Partnership (Disbursing Agent as set forth in Section 2.6 hereof and the Partnership shall be entitled to deduct from the pro rata distribution which the General Partner as such holder is entitled to receive with respect to the converted Class A OP Preferred Units for such quarter) at the time of such conversion a pro rata portion of the distribution which the General Partner as such converting holder is expected to receive on the OP Common Units into which his Class A OP Preferred Units were converted for such quarter determined by multiplying the amount of the distribution which would have been payable on such OP Common Units for the immediately preceding quarter by a fraction the numerator of which is the number of days in the current quarter elapsed through the day immediately preceding the date of conversion of such converted Class A OP Preferred Units and the denominator of which is the total number of days in the current quarter. In the event that the distribution on the OP Common Units for the quarter in which the Class A OP Preferred Units are converted to OP Common Units is less than the distribution on the OP Common Units for the immediately preceding quarter, the Partnership will pay the General Partner as such holder an amount equal to the difference between (i) the pro rata portion of the distribution on the OP Common Units which the General Partner as holder was expected to receive and which was deducted by the Partnership pursuant to the last proviso of the preceding sentence and (ii) the pro rata portion of the distribution on the OP Common Units which the holder actually receivedotherwise set forth herein. (c) No fractional OP Common Units As of the Effective Time, by virtue of the Merger and without any additional action on the part of any holder of shares of 8% Preferred Stock of the Seller, each share of 8% Preferred Stock of the Seller issued and outstanding immediately prior to the Effective Time (other than any Dissenters' Shares) and any accrued and unpaid dividends in respect thereof shall be issued converted into the right to receive its pro rata portion (based on the number of shares of 8% Preferred Stock including Dissenters' Shares which are shares of 8% Preferred Stock) of the 8% Preferred Stock Merger Consideration, payable upon conversion surrender of Class A OP Preferred Units. Instead of any fractional OP Common Units that would otherwise be deliverable upon the conversion of Class A OP Preferred Units, the Partnership shall pay certificate representing such shares to the General Partner Disbursing Agent as holder of such converted units an amount set forth in cash equal to the cash payable to a holder of an equivalent number of converted Series A Preferred Shares in lieu of fractional Common SharesSection 2.6 hereof and as otherwise set forth herein. (d) The Partnership will pay As of the Effective Time, by virtue of the Merger and without any additional action on the part of any holder of shares of Common Stock of the Seller, each share of Common Stock of the Seller issued and all documentary stamp, issue or transfer taxes, and outstanding immediately prior to the Effective Time (other than any other similar taxesDissenters' Shares) shall be converted into the right to receive its pro rata portion (based on the number of shares of Common Stock including Dissenters' Shares which are shares of Common Stock) of the Common Stock Merger Consideration, payable upon surrender of the certificate representing such shares to the Disbursing Agent as set forth in respect Section 2.6 hereof and as otherwise set forth herein. (e) As of the Effective Time, by virtue of the Merger and without any additional action on the part of any holder of shares of common stock of the Acquiror, each share of common stock of the Acquiror issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation. (if) Notwithstanding the issue or delivery of OP Common Units or other securities or property on conversion or redemption of Class A OP Preferred Units pursuant heretoforegoing, and (ii) the issue or delivery of Common Shares or other securities or property on conversion or redemption amount of Series A B Preferred Shares pursuant Stock Merger Consideration, 15% Preferred Stock Merger Consideration, 8% Preferred Stock Merger Consideration or Common Stock Merger Consideration payable to the terms any holder of the General Partner's Declaration of TrustSeries B Preferred Stock, 15% Preferred Stock, 8% Preferred Stock or Common Stock, as the same case may be, who has issued a promissory note to the Seller in consideration or partial consideration for his, her or its shares of such stock, shall be amendedreduced by the principal of and interest on such note outstanding as of the Effective Time, restated or supplemented from time to timeall such notes shall be cancelled as of the Effective Time, and the Aggregate Merger Consideration payable by the Acquiror shall be reduced by the aggregate amount of the principal of and interest on such notes as provided in Section 2.2(c).

Conversion. (i) Each outstanding share of Class A OP Preferred Units Common Stock shall be convertible by automatically convert into one share of Class C Common Stock immediately upon (A) the General Partner as transfer thereof to any Person other than a Permitted Transferee who is also a Principal or a Related Party or (B) the occurrence of a Class B Event, in either case with no further action on the part of any holder thereof as follows:thereof. (aii) Upon the conversion of any number of Series A Preferred Shares into Common Shares, an equal number shares of Class A OP Preferred Units Common Stock pursuant to clause (i) above, the holder thereof shall automatically be converted into OP Common Units. The conversion ratio in effect from time to time for promptly surrender the conversion certificate or certificates representing the shares of Class A OP Preferred Units into OP Common Units Stock so converted, duly endorsed, to the Secretary of the Corporation or to any transfer agent for the Class A Common Stock. If so required by the Corporation, any certificate for shares surrendered for conversion shall be accompanied by instruments of transfer, in form satisfactory to the Corporation, duly executed by the holder of such shares or the duly authorized representative of such holder. Upon receipt by the Secretary or transfer agent of the foregoing certificate or certificates and, if required, instruments of transfer, the Corporation shall cause to be issued to the holder who surrendered the certificate or certificates representing shares of Class A Common Stock or such holder's nominee or nominees, a certificate or certificates representing either (A) the appropriate number of shares of Class C Common Stock (in the case of a conversion pursuant to this Section 7 shall at all times be equal toclause (i)(A) above) or (B) one share of Class C Common Stock for each share of Class A Common Stock represented by such surrendered certificate (in the case of a conversion pursuant to clause (i)(B) above), and shall be automatically adjusted issue and deliver to such holder, or such holder's nominee or nominees, such certificate or certificates as necessary well as, in the case of a conversion pursuant to reflectclause (i)(A) above, the conversion ratio in effect from time to time for the conversion of Series A Preferred Shares into Common Shares. (b) The General Partner, as holder a certificate or certificates representing any shares of Class A OP Preferred Units Common Stock represented by such surrendered certificate that were not transferred in a manner that effected a conversion thereof into shares of Class C Common Stock. Such conversion shall be entitled, with respect deemed to such Class A OP Preferred Units held, have been effected at the close of business on a Record Datethe date of the occurrence of the event giving rise to such conversion, and the Person or Persons entitled to receive the distribution payable on shares of Class C Common Stock issuable upon such units on the corresponding Distribution Payment Date (the period with respect which a distribution is made on a Distribution Payment Date called the "quarter"); provided, however, that if Class A OP Preferred Units are converted during the period between the close of business on any Record Date and the opening of business on the corresponding Distribution Payment Date then the General Partner as such holder, in addition to all accrued and unpaid distributions with respect to prior quarters, conversion shall be entitled treated for all purposes as the record holder or holders of such shares of Class C Common Stock on that date. (iii) A number of shares of Class C Common Stock equal to receive a pro rata portion of the distribution which would have been payable on such converted Class A OP Preferred Units had such Units been outstanding for the entire quarter determined by multiplying the amount of the distribution which would have been payable on such converted Class A OP Preferred Unit had such Units been outstanding for the entire such quarter by a fraction the numerator of which is the number of days in the current quarter elapsed through the day immediately preceding the date shares of Class A Common Stock outstanding from time to time shall be set aside and reserved for issuance upon conversion of such converted shares of Class A OP Preferred Units and the denominator Common Stock into Class C Common Stock. Shares of which is the total number of days in the current quarter; provided, further, that the General Partner as such converting holder will be required to pay to the Partnership (and the Partnership shall be entitled to deduct from the pro rata distribution which the General Partner as such holder is entitled to receive with respect to the converted Class A OP Preferred Units for such quarter) at the time of such conversion a pro rata portion of the distribution which the General Partner as such converting holder is expected to receive on the OP Common Units into which his Class A OP Preferred Units were converted for such quarter determined by multiplying the amount of the distribution which would Stock that have been payable on such OP Common Units for the immediately preceding quarter by a fraction the numerator of which is the number of days in the current quarter elapsed through the day immediately preceding the date of conversion of such converted Class A OP Preferred Units and the denominator of which is the total number of days in the current quarter. In the event that the distribution on the OP Common Units for the quarter in which the Class A OP Preferred Units are converted pursuant to OP Common Units is less than the distribution on the OP Common Units for the immediately preceding quarter, the Partnership will pay the General Partner as such holder an amount equal to the difference between clause (i) the pro rata portion of the distribution on the OP Common Units which the General Partner as holder was expected to receive and which was deducted by the Partnership pursuant to the last proviso of the preceding sentence and (ii) the pro rata portion of the distribution on the OP Common Units which the holder actually received. (c) No fractional OP Common Units shall be issued upon conversion retired and may not be reissued. Shares of Class A OP Preferred UnitsCommon Stock shall not be convertible into shares of Class B Common Stock. Instead Shares of Class B Common Stock shall not be convertible into shares of any fractional OP other class of Common Units that would otherwise be deliverable upon the conversion Stock. Shares of Class A OP Preferred Units, the Partnership C Common Stock shall pay to the General Partner as holder not be convertible into shares of such converted units an amount in cash equal to the cash payable to a holder of an equivalent number of converted Series A Preferred Shares in lieu of fractional Common Shares. (d) The Partnership will pay any and all documentary stamp, issue or transfer taxes, and any other similar taxes, payable in respect class of (i) the issue or delivery of OP Common Units or other securities or property on conversion or redemption Stock. Shares of Class A OP Preferred Units pursuant hereto, and (ii) the issue or delivery D Common Stock shall not be convertible into shares of any other class of Common Shares or other securities or property on conversion or redemption of Series A Preferred Shares pursuant to the terms of the General Partner's Declaration of Trust, as the same may be amended, restated or supplemented from time to timeStock.

Conversion. Class A OP Preferred Units shall be convertible by the General Partner as holder thereof as follows: (a) Upon conversion The Holder may elect in writing to convert all or designated part of the principal amount of the Notes at any number of Series A Preferred Shares time before the Note is paid in full. Before the Holder shall be entitled to convert this Note into Common Shares, an equal number the Holder shall surrender this Note, duly endorsed, at the office of Class A OP Preferred Units shall automatically be converted into OP Common Units. The conversion ratio in effect from time to time for the conversion of Class A OP Preferred Units into OP Common Units pursuant to this Section 7 shall at all times be equal toMaker, and shall be automatically adjusted as necessary give written notice to reflect, the conversion ratio Maker at its principal corporate office of the election to convert the same and shall state therein the name or names in effect from time to time which the certificate or certificates for the conversion Shares are to be issued (the "Notice of Series A Preferred Shares into Common SharesConversion"). (b) The General PartnerMaker shall have one (1) business day from its receipt of the Notice of Conversion to elect to prepay the Note by notifying Holder in writing of such election and, within five (5) business days thereafter, delivering to Holder the payment set forth in Paragraph 12 below. In the event that Maker prepays the Note, ▇▇▇▇▇▇'s right to convert the Note shall terminate, and his Notice of Conversion shall not be effective. (c) In the event that the Maker does not prepay as holder of Class A OP Preferred Units set forth in subparagraph (b), it shall promptly issue and deliver to the Holder, or to such persons at the address specified by the Holder, a certificate or certificates for the Shares to which the Holder is entitled. Such conversion shall be entitled, with respect deemed to such Class A OP Preferred Units held, at have been made immediately prior to the close of business on a Record Datethe date of surrender of this Note, and the persons entitled to receive the distribution payable on Shares issuable upon such units on the corresponding Distribution Payment Date (the period with respect which a distribution is made on a Distribution Payment Date called the "quarter"); provided, however, that if Class A OP Preferred Units are converted during the period between the close of business on any Record Date and the opening of business on the corresponding Distribution Payment Date then the General Partner as such holder, in addition to all accrued and unpaid distributions with respect to prior quarters, conversion shall be entitled to receive a pro rata portion of treated for all purposes as the distribution which would have been payable on such converted Class A OP Preferred Units had such Units been outstanding for the entire quarter determined by multiplying the amount of the distribution which would have been payable on such converted Class A OP Preferred Unit had such Units been outstanding for the entire such quarter by a fraction the numerator of which is the number of days in the current quarter elapsed through the day immediately preceding the date of conversion record holder or holders of such converted Class A OP Preferred Units and the denominator of which is the total number of days in the current quarter; provided, further, that the General Partner Shares as such converting holder will be required to pay to the Partnership (and the Partnership shall be entitled to deduct from the pro rata distribution which the General Partner as such holder is entitled to receive with respect to the converted Class A OP Preferred Units for such quarter) at the time of such conversion a pro rata portion of the distribution which the General Partner as such converting holder is expected to receive on the OP Common Units into which his Class A OP Preferred Units were converted for such quarter determined by multiplying the amount of the distribution which would have been payable on such OP Common Units for the immediately preceding quarter by a fraction the numerator of which is the number of days in the current quarter elapsed through the day immediately preceding the date of conversion of such converted Class A OP Preferred Units and the denominator of which is the total number of days in the current quarterdate. In the event that the distribution on the OP Common Units for the quarter in which the Class A OP Preferred Units are converted to OP Common Units is less than the distribution on the OP Common Units for the immediately preceding quarter, the Partnership will pay the General Partner as such holder an amount equal to the difference between (i) the pro rata portion of the distribution on the OP Common Units which the General Partner as holder was expected to receive and which was deducted by the Partnership pursuant to the last proviso of the preceding sentence and (ii) the pro rata portion of the distribution on the OP Common Units which the holder actually received. (c) No fractional OP Common Units shares shall be issued upon conversion of Class A OP Preferred Unitsthis Note, and the number of Shares to be issued shall be rounded down to the nearest whole share. Instead of any fractional OP Common Units that would otherwise be deliverable upon If the conversion of Class A OP Preferred Unitsis not canceled by prepayment, the Partnership shall pay outstanding portion of the principal balance designated by the Holder will be converted into Shares at $0.22 per share, and accrued and unpaid interest will be converted into Shares at the market price based on the average closing price for the five (5) trading days prior to the General Partner as holder of such converted units an amount in cash equal to the cash payable to a holder of an equivalent number of converted Series A Preferred Shares in lieu of fractional Common Sharesconversion date. (d) The Partnership will pay any and all documentary stamp, issue or transfer taxes, and any other similar taxes, payable in respect of (i) the issue or delivery of OP Common Units or other securities or property on conversion or redemption of Class A OP Preferred Units pursuant hereto, and (ii) the issue or delivery of Common Shares or other securities or property on conversion or redemption of Series A Preferred Shares pursuant to the terms of the General Partner's Declaration of Trust, as the same may be amended, restated or supplemented from time to time.

Conversion. Class A OP Preferred Units shall be convertible by the General Partner as holder thereof as follows: (a) Upon conversion At the option and election of any number the holder thereof, each share of Series A B Preferred Shares Stock, including all unpaid dividends accumulated thereon to the Conversion Date (as defined below), whether or not such dividends have been declared, may be converted in the manner provided herein, into (i) fully paid, duly authorized and nonassessable shares of Series C Junior Participating Preferred Stock, without par value, of the Corporation (the "Junior Preferred Stock"), on any Conversion Date occurring prior to the Approval Date, and (ii) fully paid and nonassessable shares of Common SharesStock, an equal number on any Conversion Date occurring on or after the Approval Date. As of Class A OP the Conversion Date with respect to a share of Series B Preferred Units Stock, subject to subsections (d) and (e) of this Section A, such share shall automatically be converted into OP Common Units. The conversion ratio that number of Conversion Shares (as defined below) equal to the quotient of (i) the sum of (A) the Stated Value thereof plus (B) all unpaid dividends accumulated on such share of Series B Preferred Stock to the Conversion Date whether or not such dividends have been declared, divided by (ii) the Conversion Price in effect from time to time for on the conversion of Class A OP Preferred Units into OP Common Units pursuant to this Section 7 shall at all times be equal to, and shall be automatically adjusted as necessary to reflect, the conversion ratio in effect from time to time for the conversion of Series A Preferred Shares into Common SharesConversion Date. (b) The General PartnerConversion of shares of the Series B Preferred Stock may be effected by any holder thereof upon the surrender to the Corporation at the principal office of the Corporation or at the office of any agent or agents of the Corporation, as may be designated by the Board of Directors of the Corporation and identified to the holders in writing upon such designation, of the certificate for such shares of Series B Preferred Stock to be converted accompanied by a written notice stating that such holder elects to convert all or a specified whole number of shares represented by such certificate in accordance with the provisions of this Section A and specifying the name or names in which such holder wishes the certificate or certificates for Conversion Shares to be issued. In case such notice shall specify a name or names other than that of such holder, such notice shall be accompanied by payment of all transfer taxes payable upon the issuance of Conversion Shares in such name or names. Other than such taxes, the Corporation will pay any and all issue and other taxes (other than taxes based on income) that may be payable in respect of any issue or delivery of Conversion Shares on conversion of Series B Preferred Stock pursuant hereto. As promptly as practical, and in any event within three Business Days after the Conversion Date, the Corporation shall deliver or cause to be delivered as directed by the holder of Class A OP shares of Series B Preferred Units Stock being converted (i) certificates representing the number of validly issued, fully paid and nonassessable full Conversion Shares to which such holder shall be entitledentitled to, with respect (ii) any cash that is required to be paid pursuant to subsections (d) and (e) of this Section A, and (iii) if less than the full number of shares of Series B Preferred Stock evidenced by the surrendered certificate or certificates is being converted, a new certificate or certificates, of like tenor, for the number of shares of Series B Preferred Stock evidenced by such Class A OP surrendered certificate or certificates less the number of shares of Series B Preferred Units held, Stock being converted. Such conversion shall be deemed to have occurred at the close of business on a Record the date (the "Conversion Date") of the giving of such notice by the holder of the Series B Preferred Stock to be converted and of such surrender of the certificate or certificates representing the shares of Series B Preferred Stock to be converted so that as of such time the rights of the holder thereof as to the shares being converted shall cease except for the right to receive Conversion Shares and/or cash in accordance herewith, and the person entitled to receive the distribution payable on such units on the corresponding Distribution Payment Date (the period with respect which Conversion Shares issued as a distribution is made on a Distribution Payment Date called the "quarter"); provided, however, that if Class A OP Preferred Units are converted during the period between the close of business on any Record Date and the opening of business on the corresponding Distribution Payment Date then the General Partner as such holder, in addition to all accrued and unpaid distributions with respect to prior quarters, shall be entitled to receive a pro rata portion of the distribution which would have been payable on such converted Class A OP Preferred Units had such Units been outstanding for the entire quarter determined by multiplying the amount of the distribution which would have been payable on such converted Class A OP Preferred Unit had such Units been outstanding for the entire such quarter by a fraction the numerator of which is the number of days in the current quarter elapsed through the day immediately preceding the date of conversion of such converted Class A OP Preferred Units and the denominator of which is the total number of days in the current quarter; provided, further, that the General Partner as such converting holder will be required to pay to the Partnership (and the Partnership shall be entitled to deduct from the pro rata distribution which the General Partner as such holder is entitled to receive with respect to the converted Class A OP Preferred Units for such quarter) at the time result of such conversion a pro rata portion of shall be treated for all purposes as having become the distribution which the General Partner as such converting holder is expected to receive on the OP Common Units into which his Class A OP Preferred Units were converted for such quarter determined by multiplying the amount of the distribution which would have been payable on such OP Common Units for the immediately preceding quarter by a fraction the numerator of which is the number of days in the current quarter elapsed through the day immediately preceding the date of conversion of such converted Class A OP Preferred Units and the denominator of which is the total number of days in the current quarter. Conversion Shares at such time. (c) In the event that the distribution Series B Preferred Stock is to be redeemed or repurchased pursuant to Article V hereof, from and after the Redemption Date or the applicable repurchase date, the right of a holder to convert shares of Series B Preferred Stock pursuant to this Section A shall cease and terminate, except if the Corporation shall default in payment of the Redemption Price on the OP Common Units for Redemption Date or the quarter repurchase price on the applicable repurchase date, in which case all such rights shall continue unless and until such shares are redeemed or repurchased and such redemption or repurchase price is paid in full in accordance with the Class A OP terms hereof. Notwithstanding anything in the foregoing to the contrary, if the Conversion Date shall occur with respect to any shares of Series B Preferred Units are Stock on or prior to any Redemption Date or repurchase date, such shares of Series B Preferred Stock shall be converted to OP Common Units is less than by the distribution on Corporation into Conversion Shares in the OP Common Units for manner provided in this Section A. (d) In connection with the immediately preceding quarterconversion of any shares of Series B Preferred Stock, no fractions of Conversion Shares shall be issued, but in lieu thereof the Partnership will Corporation shall pay the General Partner as a cash adjustment in respect of such holder fractional interest in an amount equal to such fractional interest multiplied by the difference between Closing Price per share of Common Stock on the Conversion Date (i) or on the pro rata portion Trading Day immediately preceding the Conversion Date, if the Conversion Date is not a Trading Day). If more than one share of Series B Preferred Stock shall be surrendered for conversion by the same holder on the same Conversion Date, the number of full Conversion Shares issuable on conversion thereof shall be computed on the basis of the distribution on the OP Common Units which the General Partner as holder was expected to receive and which was deducted by the Partnership pursuant to the last proviso total number of the preceding sentence and (ii) the pro rata portion shares of the distribution on the OP Common Units which the holder actually receivedSeries B Preferred Stock so surrendered. (ce) No fractional OP Common Units The Corporation shall be issued upon conversion of Class A OP Preferred Units. Instead of any fractional OP Common Units that would otherwise be deliverable at all times reserve and keep available for issuance upon the conversion of Class A OP the Series B Preferred UnitsStock in accordance with the terms hereof, the Partnership shall pay to the General Partner as holder of such converted units an amount in cash equal to the cash payable to a holder of an equivalent number of converted Series A its authorized but unissued shares of Junior Preferred Shares in lieu of fractional Stock and Common Shares. (d) The Partnership Stock as will pay any and all documentary stamp, issue or transfer taxes, and any other similar taxes, payable in respect of (i) the issue or delivery of OP Common Units or other securities or property on conversion or redemption of Class A OP Preferred Units pursuant hereto, and (ii) the issue or delivery of Common Shares or other securities or property on conversion or redemption of Series A Preferred Shares pursuant to the terms of the General Partner's Declaration of Trust, as the same may be amended, restated or supplemented from time to timetime be sufficient to permit the conversion of all outstanding shares of Series B Preferred Stock, and shall take all action required to increase the authorized number of shares of Junior Preferred Stock or Common Stock if necessary to permit the conversion of all outstanding shares of Series B Preferred Stock, except that from and after the Approval Date no shares of Junior Preferred Stock shall be required to be so reserved.

Conversion. Class A OP Preferred Units shall be convertible by Subject to the General Partner as holder thereof as follows: provisions of the Indenture (a) Upon including without limitation the conditions of conversion of Notes set forth in Article V of the Indenture), the Holder hereof has the right, at its option, to convert the principal amount hereof or any number portion of Series A Preferred Shares such principal which is $1,000 or an integral multiple thereof, into Conversion Consideration based on the Conversion Rate specified in the Indenture. The initial Conversion Rate is 95.6823 shares of Common SharesStock per $1,000 principal amount of Notes (equivalent to an initial Conversion Price of approximately $10.45 per share of Common Stock), subject to adjustment in certain events described in the Indenture. No fractional shares of Common Stock will be issued upon any conversion. The Company shall make payment of an equal number amount in cash, as provided in the Indenture, in respect of Class A OP Preferred Units shall automatically any fraction of a share of Common Stock which would otherwise be issuable upon the surrender of any Notes for conversion. Notes in respect of which a Holder is exercising its right to require repurchase on a Fundamental Change Repurchase Date may be converted into OP Common Unitsonly if such Holder withdraws its election to exercise such right in accordance with the terms of the Indenture. The conversion ratio Notwithstanding anything to the contrary in effect from time to time for the conversion of Class A OP Preferred Units into OP Common Units pursuant to this Section 7 shall at all times be equal toIndenture, and shall be automatically adjusted as necessary to reflect, the conversion ratio in effect from time to time for the conversion of Series A Preferred Shares into Common Shares. (b) The General Partner, as holder of Class A OP Preferred Units shall be entitled, with respect to such Class A OP Preferred Units held, at the close of business on a Record Date, to receive the distribution payable on such units on the corresponding Distribution Payment Date (the period with respect which a distribution is made on a Distribution Payment Date called the "quarter"); provided, however, that if Class A OP Preferred Units are converted during the period between the close of business on any Record Date and the opening of business on the corresponding Distribution Payment Date then the General Partner as such holder, in addition to all accrued and unpaid distributions with respect to prior quarters, shall no Holder will be entitled to receive a pro rata portion shares of the distribution which would have been payable on such converted Class A OP Preferred Units had such Units been outstanding for the entire quarter determined by multiplying the amount of the distribution which would have been payable on such converted Class A OP Preferred Unit had such Units been outstanding for the entire such quarter by a fraction the numerator of which is the number of days in the current quarter elapsed through the day immediately preceding the date of conversion of such converted Class A OP Preferred Units and the denominator of which is the total number of days in the current quarter; provided, further, that the General Partner as such converting holder will be required to pay to the Partnership (and the Partnership shall be entitled to deduct from the pro rata distribution which the General Partner as such holder is entitled to receive with respect to the converted Class A OP Preferred Units for such quarter) at the time of such conversion a pro rata portion of the distribution which the General Partner as such converting holder is expected to receive on the OP Common Units into which his Class A OP Preferred Units were converted for such quarter determined by multiplying the amount of the distribution which would have been payable on such OP Common Units for the immediately preceding quarter by a fraction the numerator of which is the number of days in the current quarter elapsed through the day immediately preceding the date of conversion of such converted Class A OP Preferred Units and the denominator of which is the total number of days in the current quarter. In the event that the distribution on the OP Common Units for the quarter in which the Class A OP Preferred Units are converted to OP Common Units is less than the distribution on the OP Common Units for the immediately preceding quarter, the Partnership will pay the General Partner as such holder an amount equal to the difference between (i) the pro rata portion of the distribution on the OP Common Units which the General Partner as holder was expected to receive and which was deducted by the Partnership pursuant to the last proviso of the preceding sentence and (ii) the pro rata portion of the distribution on the OP Common Units which the holder actually received. (c) No fractional OP Common Units shall be issued Stock upon conversion of Class A OP Preferred UnitsNotes to the extent (but only to the extent) that such delivery would result in a violation of the Ownership Limitation. Instead If any delivery of shares of Common Stock owed to a Holder upon conversion is not made, in whole or in part, because such delivery would result in a violation of the Ownership Limitation, the obligation of the Company to make such delivery shall not be extinguished, and the Company will make such delivery as promptly as practicable after any fractional OP Common Units such Holder gives notice to the Company that such delivery would otherwise be deliverable upon not result in a violation of the Ownership Limitation. For the avoidance of doubt, the restrictions set forth in this paragraph will not affect the Company’ right to elect the Settlement Method applicable to the conversion of Class A OP Preferred Units, any Note in the Partnership shall pay to manner set forth in the General Partner as holder of such converted units an amount in cash equal to the cash payable to a holder of an equivalent number of converted Series A Preferred Shares in lieu of fractional Common SharesIndenture. (d) The Partnership will pay any and all documentary stamp, issue or transfer taxes, and any other similar taxes, payable in respect of (i) the issue or delivery of OP Common Units or other securities or property on conversion or redemption of Class A OP Preferred Units pursuant hereto, and (ii) the issue or delivery of Common Shares or other securities or property on conversion or redemption of Series A Preferred Shares pursuant to the terms of the General Partner's Declaration of Trust, as the same may be amended, restated or supplemented from time to time.

Conversion. Class A OP (a) Subject to the terms and conditions set forth herein, each share of Preferred Units Stock shall be convertible into a number of fully paid and non-assessable shares of Common Stock as is equal, subject to Section 7(g), to a fraction, the numerator of which shall be the Common Stock Conversion Number and the denominator of which shall be the number of shares of Preferred Stock issued and outstanding on the date of conversion. The Common Stock Conversion Number shall initially be 50,000,000, and shall be subject to adjustment as set forth in this Section. Such conversion right may only be exercised by the General Partner as holders of a majority of the outstanding shares of Preferred Stock surrendering certificates ("Surrendered Certificates") representing a majority of the outstanding shares of Preferred Stock to the Corporation at any time during usual business hours at its principal place of business to be maintained by it, accompanied by written notice that the holders of a majority of the outstanding shares of Preferred Stock elect to convert such shares and specifying the name or names (with address) in which a certificate or certificates for shares of Common Stock are to be issued and (if so required by the Corporation) by a written instrument or instruments of transfer in form reasonably satisfactory to the Corporation duly executed by the holder thereof as follows: (a) or its duly authorized legal representative and transfer tax stamps or funds therefor, if required pursuant to Section 7(j). Upon conversion such surrender, all shares of any number of Series A Preferred Shares into Common Shares, an equal number of Class A OP Preferred Units Stock shall automatically be converted into OP Common UnitsStock as provided in this Section. The conversion ratio Notwithstanding the foregoing provisions or anything set forth herein or in effect from time to time for the conversion Certificate, any shares of Class A OP Preferred Units into OP Common Units pursuant to this Section 7 shall at all times be equal toStock remaining outstanding on December 28, and 2004 shall be automatically adjusted as necessary and be deemed to reflect, the conversion ratio in effect from time to time for the conversion of Series A Preferred Shares have been converted into Common SharesStock at the Conversion Number then in effect. (b) The General PartnerAs promptly as practicable after the surrender, as herein provided, of shares of Preferred Stock for conversion pursuant to Section 7(a), the Corporation shall deliver to all holders of Preferred Stock a written notice informing such holders (i) that the holders of a majority of the outstanding shares of Preferred Stock have delivered their certificates for such shares to the Corporation in satisfactory form for conversion into Common Shares pursuant to the requirements of this Section 7, (ii) that, as result of such delivery, all outstanding Preferred Stock has been converted into the right to receive Common Stock and (iii) of the Common Stock Conversion Number and instructing such holders to surrender the certificates representing their Preferred Stock to the Corporation in the manner specified in Section 7(a) above in order to receive certificates representing the Common Stock deliverable upon the conversion of their Preferred Stock. As promptly as practicable after the surrender of any certificates representing Preferred Stock in accordance with the requirements of this Section 7, the Corporation shall deliver to or upon the written order of the holder of Class A OP such shares so surrendered a certificate or certificates representing the number of fully paid and non-assessable shares of Common Stock into which such shares of Preferred Units Stock may be or have been converted in accordance with the provisions of this Section 7. Subject to the following provisions of this paragraph and of Section 7(d), such conversion shall be entitled, with respect deemed to such Class A OP Preferred Units held, at have been made immediately prior to the close of business on a Record Datethe date that such shares of Preferred Stock shall have been surrendered in satisfactory form for conversion, and the Person or Persons entitled to receive the distribution payable on Common Stock deliverable upon conversion of such units shares of Preferred Stock shall be treated for all purposes as having become the record holder or holders of such Common Stock at such appropriate time, and such conversion shall be based on the corresponding Distribution Payment Date (the period with respect which a distribution is made on a Distribution Payment Date called the "quarter")Common Stock Conversion Number in effect at such time; provided, however, that if Class A OP Preferred Units are converted during no surrender shall be effective to constitute the Person or Persons entitled to receive the Common Stock deliverable upon such conversion as the record holder or holders of such Common Stock while the share transfer books of the Corporation shall be closed (but not for any period between in excess of five days), but such surrender shall be effective to constitute the Person or Persons entitled to receive such Common Stock as the record holder or holders thereof for all purposes immediately prior to the close of business on any Record Date the next succeeding day on which such share transfer books are open, and the opening of business such conversion shall be deemed to have been made at, and shall be based on the corresponding Distribution Payment Date then Common Stock Conversion Number in effect at, such time on such next succeeding day. (c) To the General Partner as such holderextent permitted by law, in addition to when shares of Preferred Stock are converted, all accrued dividends declared and unpaid distributions with respect on the Preferred Stock so converted to prior quarters, the date of conversion shall be entitled immediately due and payable and must accompany the shares of Common Stock issued upon such conversion. (d) The Common Stock Conversion Number shall be subject to receive adjustment as follows: (i) In case the Corporation shall at any time or from time to time (A) pay a pro rata portion dividend or make a distribution on the outstanding shares of Common Stock in capital stock (which, for purposes of this Section 7(d) shall include, without limitation, any dividends or distributions in the form of options, warrants or other rights to acquire capital stock) of the distribution which would have been payable on such converted Class A OP Preferred Units had such Units been Corporation, (B) subdivide the outstanding for shares of Common Stock into a larger number of shares, (C) combine the entire quarter determined by multiplying the amount outstanding shares of Common Stock into a smaller number of shares, or (D) issue any shares of its capital stock in a reclassification of the distribution which would have been payable on Common Stock then, and in each such converted Class A OP Preferred Unit had case, the Common Stock Conversion Number in effect immediately prior to such Units been outstanding for event shall be adjusted to equal the entire Common Stock Conversion Number in effect immediately prior to such quarter action multiplied by a fraction fraction, the numerator of which is the number of days shares of Common Stock outstanding after the action described in the current quarter elapsed clauses (A) through the day immediately preceding the date of conversion of such converted Class A OP Preferred Units (D) and the denominator of which is the number of shares of Common Stock outstanding immediately prior to such action. An adjustment made pursuant to this Section 7(d)(i) shall become effective retroactively (A) in the case of any such dividend or distribution, to a date immediately following the close of business on the record date for the determination of holders of Common Stock entitled to receive such dividend or distribution or (B) in the case of any such subdivision, combination or reclassification, to the close of business on the day upon which such corporate action becomes effective. (ii) In case the Corporation shall at any time or from time to time issue shares of Common Stock (or securities convertible into or exchangeable for Common Stock, or any options, warrants or other rights to acquire shares of Common Stock) for a consideration per share less than the Current Market Price per share of Common Stock then in effect at the record date or issuance date, as the case may be (the "Date"), referred to in the following sentence (treating the consideration per share of any security convertible or exchangeable or exercisable into Common Stock as equal to (A) the sum of the price for such security convertible, exchangeable or exercisable into Common Stock plus any additional consideration payable (without regard to any anti-dilution adjustments) upon the conversion, exchange or exercise of such security into Common Stock divided by (B) the number of shares of Common Stock initially underlying such convertible, exchangeable or exercisable security), then, and in each such case, the Common Stock Conversion Number in effect shall be adjusted by multiplying the Common Stock Conversion Number in effect on the day immediately prior to the Date by a fraction (x) the numerator of which shall be the sum of the number of shares of Common Stock outstanding on the Date plus the number of additional shares of Common Stock issued or to be issued (or the maximum number into which such convertible or exchangeable securities initially may convert or exchange or for which such options, warrants or other rights initially may be exercised) and (y) the denominator of which shall be the sum of the number of shares of Common Stock outstanding on the Date plus the number of shares of Common Stock which the aggregate consideration for the total number of days such additional shares of Common Stock (or securities convertible into or exchangeable for Common Stock, or any options, warrants or other rights to acquire shares of Common Stock) plus the aggregate amount of any additional consideration initially payable (without regard to any anti-dilution adjustments) upon such conversion, exchange or exercise of such security into Common Stock would purchase at the Current Market Price per share of Common Stock on the Date. Such adjustment shall be made whenever such shares, securities, options, warrants or other rights are issued, and shall become effective retroactively to a date immediately following the close of business (i) in the current quarter; providedcase of issuance to stockholders of the Corporation, furtheras such, that on the General Partner as such converting holder will be required to pay to record date for the Partnership (and the Partnership shall be entitled to deduct from the pro rata distribution which the General Partner as such holder is determination of stockholders entitled to receive such shares, securities, options, warrants or other rights and (ii) in all other cases, on the date ("issuance date") of such issuance; provided that: (A) the determination as to whether an adjustment is required to be made pursuant to this Section 7(d)(ii) shall be made upon the issuance of such shares or such convertible or exchangeable securities, options, warrants or other rights; (B) if any convertible or exchangeable securities, options, warrants or other rights (or any portions thereof) which shall have given rise to an adjustment pursuant to this Section 7(d)(ii) shall have expired or terminated without the exercise thereof and/or if by reason of the terms of such convertible or exchangeable securities, options, warrants or other rights there shall have been an increase or increases or decrease or decreases, with respect the passage of time or otherwise, in the price payable upon the exercise or conversion thereof, then the Common Stock Conversion Number hereunder shall be readjusted (but to no greater extent than originally adjusted) on the basis of (x) eliminating from the computation any additional shares of Common Stock corresponding to such convertible or exchangeable securities, options, warrants or other rights as shall have expired or terminated, (y) treating the additional shares of Common Stock, if any, actually issued or issuable pursuant to the converted Class A OP Preferred Units previous exercise of such convertible or exchangeable securities, options, warrants or other rights as having been issued for the consideration actually received and receivable therefor and (z) treating any of such quarter) convertible or exchangeable securities, options, warrants or other rights which remain outstanding as being subject to exercise or conversion on the basis of such exercise or conversion price as shall be in effect at the time of such conversion adjustment; and (C) no adjustment in the Common Stock Conversion Number shall be made pursuant to this Section 7(d)(ii) as a pro rata portion result of any issuance of securities by the Corporation in respect of which an adjustment to the Common Stock Conversion Number is made pursuant to Section 7(d)(i). (iii) In the case the Corporation, at any time or from time to time, shall take any action affecting its Common Stock similar to or having an effect similar to any of the distribution actions described in any of Section 7(d)(i) and Section 7(d)(ii), or Section 7(h) (but not including any action described in any such Section) and the Board of Directors of the Corporation in good faith determines that it would be equitable in the circumstances to adjust the Common Stock Conversion Number as a result of such action, then, and in each such case, the Common Stock Conversion Number shall be adjusted in such manner and at such time as the Board of Directors of the Corporation in good faith determines would be equitable in the circumstances (such determination to be evidenced in a resolution, a certified copy of which shall be mailed to the General Partner as holders of the Preferred Stock). (iv) Notwithstanding anything herein to the contrary, no adjustment under this Section 7(d) shall be made upon the grant of options to employees or directors of the Corporation pursuant to benefit plans approved by the Board of Directors of the Corporation or upon the issuance of shares of Common Stock upon exercise of such converting holder is expected options if the exercise price thereof was not less than the Market Price of the Common Stock on the date such options were granted. (e) If the Corporation shall take a record of the holders of its Common Stock for the purpose of entitling them to receive on a dividend or other distribution, and shall thereafter and before the OP distribution to stockholders thereof legally abandon its plan to pay or deliver such dividend or distribution, then thereafter no adjustment in the Common Units into which his Class A OP Preferred Units were converted for such quarter determined Stock Conversion Number then in effect shall be required by multiplying the amount reason of the distribution taking of such record. (f) Upon any increase or decrease in the Common Stock Conversion Number, then, and in each such case, the Corporation promptly shall deliver to each registered holder of Preferred Stock at least 10 Business Days prior to effecting any of the foregoing transactions a certificate, signed by the President or a Vice-President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the Corporation, setting forth in reasonable detail the event requiring the adjustment and the method by which would have been payable on such OP adjustment was calculated and specifying the increased or decreased Common Units Stock Conversion Number then in effect following such adjustment. (g) No fractional shares or scrip representing fractional shares shall be issued upon the conversion of any shares of Preferred Stock. If more than one share of Preferred Stock shall be surrendered for conversion at one time by the immediately preceding quarter by a fraction the numerator of which is same holder, the number of days in full shares of Common Stock issuable upon conversion thereof shall be computed on the current quarter elapsed through basis of the day immediately preceding aggregate number of shares of Preferred Stock so surrendered. If the date of conversion of such converted Class A OP any share or shares of Preferred Units and the denominator of which is the total number of days Stock results in the current quarter. In the event that the distribution on the OP Common Units for the quarter in which the Class A OP Preferred Units are converted to OP Common Units is less than the distribution on the OP Common Units for the immediately preceding quartera fraction, the Partnership will pay the General Partner as such holder an amount equal to such fraction multiplied by the difference between (i) the pro rata portion Current Market Price of the distribution Common Stock on the OP Common Units which Business Day preceding the General Partner as day of conversion shall be paid to such holder was expected to receive and which was deducted in cash by the Partnership pursuant to the last proviso of the preceding sentence and (ii) the pro rata portion of the distribution on the OP Common Units which the holder actually receivedCorporation. (ch) No fractional OP Common Units shall be issued upon conversion of Class A OP Preferred Units. Instead In case of any fractional OP capital reorganization or reclassification or other change of outstanding shares of Common Units that would otherwise be deliverable upon Stock (other than a change in par value, or from par value to no par value, or from no par value to par value), or in case of any consolidation or merger of the conversion Corporation with or into another Person (other than a consolidation or merger in which the Corporation is the resulting or surviving Person and which does not result in any reclassification or change of Class A OP Preferred Unitsoutstanding Common Stock), or in case of any sale or other disposition to another Person of all or substantially all of the assets of the Corporation (any of the foregoing, a "Transaction"), the Partnership Corporation, or such successor or purchasing Person, as the case may be, shall pay execute and deliver to the General Partner as each holder of Preferred Stock at least 10 Business Days prior to effecting any of the foregoing Transactions a certificate that the holder of each share of Preferred Stock then outstanding shall have the right thereafter to convert such converted units an share of Preferred Stock into the kind and amount in of shares of stock or other securities (of the Corporation or another issuer, the "Other Securities")) or property or cash equal to the cash payable to receivable upon such Transaction by a holder of an equivalent the number of shares of Common Stock into which such share of Preferred Stock could have been converted Series A Preferred Shares immediately prior to such Transaction. Such certificate shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in lieu this Section 7. If, in the case of fractional any such Transaction, the Other Securities, cash or property receivable thereupon by a holder of Common Shares. (d) The Partnership will pay any and all documentary stamp, issue or transfer taxes, and any other similar taxes, payable in respect Stock includes shares of (i) the issue or delivery of OP Common Units stock or other securities of a Person other than the successor or property on conversion purchasing Person and other than the Corporation, which controls or redemption of Class A OP Preferred Units pursuant hereto, and (ii) the issue or delivery of Common Shares or other securities or property on conversion or redemption of Series A Preferred Shares pursuant to the terms of the General Partner's Declaration of Trust, as the same may be amended, restated or supplemented from time to time.is controlled by

Conversion. Class A OP E Partnership Preferred Units shall be convertible by the General Partner as holder holders thereof as follows: (a1) Upon any conversion of any number shares of Series A Class E Preferred Shares Stock into shares of Common SharesStock, an equal the General Partner shall cause a number of Class A OP E Partnership Preferred Units shall automatically equal to the number of such converted shares of Class E Preferred Stock to be converted by the holders thereof into OP Partnership Common Units. The conversion ratio in effect from time to time for the conversion of Class A OP E Partnership Preferred Units into OP Partnership Common Units pursuant to this Section 7 9 shall at all times be equal to, and shall be automatically adjusted as necessary to reflect, the conversion ratio in effect from time to time for the conversion of Series A Class E Preferred Shares Stock into Common SharesStock. (b2) The If the Previous General Partner, as holder of Class A OP Preferred Units Partner shall be entitled, with respect to such Class A OP Preferred Units held, at after the close of business on Issue Date (i) pay a Record Date, to receive the dividend or make a distribution payable on such units on the corresponding Distribution Payment Date Class E Preferred Stock in shares of Common Stock, (the period with respect which ii) subdivide its outstanding Class E Preferred Stock into a distribution is made on a Distribution Payment Date called the "quarter"); provided, however, that if Class A OP Preferred Units are converted during the period between the close of business on any Record Date and the opening of business on the corresponding Distribution Payment Date then the General Partner as such holder, in addition to all accrued and unpaid distributions with respect to prior quarters, shall be entitled to receive a pro rata portion of the distribution which would have been payable on such converted Class A OP Preferred Units had such Units been outstanding for the entire quarter determined by multiplying the amount of the distribution which would have been payable on such converted Class A OP Preferred Unit had such Units been outstanding for the entire such quarter by a fraction the numerator of which is the greater number of days in the current quarter elapsed through the day immediately preceding the date of conversion of such converted shares, (iii) combine its outstanding Class A OP E Preferred Units and the denominator of which is the total Stock into a smaller number of days in the current quarter; providedshares, furtheror (iv) issue any shares of capital stock by reclassification of its outstanding Class E Preferred Stock, that the General Partner as such converting holder will be required to pay to the Partnership (and then the Partnership shall be entitled to deduct from contemporaneously do the pro rata distribution which the General Partner as such holder is entitled to receive same with respect to the converted Class A OP E Partnership Preferred Units. If the Previous General Partner shall after the Issue Date issue rights, options or warrants to all holders of Class E Preferred Stock entitling them to subscribe for or purchase Class E Preferred Stock, then upon the subscription for or purchase of shares of Class E Preferred Stock pursuant thereto, the Previous General Partner shall contribute the proceeds from such subscription or purchase to the Partnership in exchange for a number of Partnership Preferred Units for such quarter) at the time of such conversion a pro rata portion of the distribution which the General Partner as such converting holder is expected equal to receive on the OP Common Units into which his Class A OP Preferred Units were converted for such quarter determined by multiplying the amount of the distribution which would have been payable on such OP Common Units for the immediately preceding quarter by a fraction the numerator of which is the number of days in the current quarter elapsed through the day immediately preceding the date shares of conversion of such converted Class A OP E Preferred Units and the denominator of which is the total number of days in the current quarter. In the event that the distribution on the OP Common Units Stock so subscribed for the quarter in which the Class A OP Preferred Units are converted to OP Common Units is less than the distribution on the OP Common Units for the immediately preceding quarter, the Partnership will pay the General Partner as such holder an amount equal to the difference between (i) the pro rata portion of the distribution on the OP Common Units which the General Partner as holder was expected to receive and which was deducted by the Partnership pursuant to the last proviso of the preceding sentence and (ii) the pro rata portion of the distribution on the OP Common Units which the holder actually receivedor purchased. (c3) No fractional OP Each conversion of Class E Partnership Preferred Units into Partnership Common Units shall be issued upon deemed to have been effected at the same time and date that the corresponding conversion of Class A OP E Preferred Units. Instead of any fractional OP Stock into Common Units that would otherwise be deliverable upon the conversion of Class A OP Preferred Units, the Partnership shall pay Stock is deemed to the General Partner as holder of such converted units an amount in cash equal to the cash payable to a holder of an equivalent number of converted Series A Preferred Shares in lieu of fractional Common Shareshave been effected. (d4) The Partnership will pay any and all documentary stamp, stamp or similar issue or transfer taxes, and any other similar taxes, taxes payable in respect of (i) the issue or delivery of OP Partnership Common Units or other securities or property on upon conversion or redemption of Class A OP E Partnership Preferred Units pursuant hereto, and (ii) the issue or delivery of Common Shares or other securities or property on conversion or redemption of Series A Preferred Shares pursuant to the terms of the General Partner's Declaration of Trust, as the same may be amended, restated or supplemented from time to time.

Conversion. Class (A) Each holder of the Series A OP Convertible Preferred Units shall be convertible by Stock may at any time, subject to the General Partner as holder thereof as follows:provisions of paragraphs (B) and (C) below, upon surrender of the certificates therefor, convert all or any portion of his or its Series A Convertible Preferred Stock into fully paid and nonassessable Common Stock of the Corporation at the Conversion Ratio set forth below, plus declared and unpaid dividends thereon. (aB) Upon The holders acknowledge that at the time of issuance of the Series A Convertible Preferred Stock the Corporation does not have a sufficient number of shares of Common Stock authorized and available for issuance to effect the conversion of the shares of the Series A Convertible Preferred Stock. If, at the time any holder of Series A Convertible Preferred Stock requests a conversion of any number shares of Series A Convertible Preferred Shares into Common Shares, an equal Stock in compliance with this Section 5 and the Corporation does not have available a sufficient number of Class A OP authorized but unissued shares of Common Stock to effect such conversion, as soon as practicable thereafter, the Corporation will issue such number of shares of Common Stock as are available for issuance, and take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes, including, without limitation, engaging in best efforts to obtain the requisite stockholder approval of any necessary amendment to the Corporation’s Amended and Restated Certificate of Incorporation. (C) Before any holder of Convertible Preferred Units Stock shall automatically be converted entitled to convert the same into OP full shares of Common Units. The conversion ratio Stock, such holder shall surrender the certificate or certificates therefor, endorsed or accompanied by written instrument or instruments of transfer, in effect from time form satisfactory to time the Corporation, duly executed by the registered holder or by his, her or its attorney duly authorized in writing, at the office of the Corporation or of any transfer agent for the conversion of Class Series A OP Convertible Preferred Units into OP Common Units pursuant to this Section 7 shall at all times be equal toStock, and shall give written notice to the Corporation at its office that the holder elects to convert the same and shall state therein the holder’s name or the names of the nominees in which the holder wishes the certificate or certificates for shares of Common Stock to be automatically adjusted issued. As soon as necessary to reflectpracticable thereafter, the conversion ratio in effect from time Corporation shall issue and deliver at its office to time the holder of the Series A Convertible Preferred Stock, or to the holders nominee or nominees, a certificate or certificates for the number of shares of Common Stock to which the holder shall be entitled as aforesaid, together with cash in lieu of any fraction of a share. A conversion shall be deemed to have been made immediately prior to the close of business on the date of the surrender of the shares of Series A Convertible Preferred Shares into Stock to be converted, and the person or persons entitled to receive the shares of Common Shares. (b) The General Partner, as holder of Class A OP Preferred Units Stock issuable upon conversion shall be entitled, with respect to such Class A OP Preferred Units held, treated for all purposes as the record holder or holders of the shares of Common Stock at the close of business on a Record Datethat date. From and after that date, to receive the distribution payable on such units on the corresponding Distribution Payment Date (the period with respect which a distribution is made on a Distribution Payment Date called the "quarter"); provided, however, that if Class A OP Preferred Units are converted during the period between the close of business on any Record Date and the opening of business on the corresponding Distribution Payment Date then the General Partner as such holder, in addition to all accrued and unpaid distributions with respect to prior quarters, shall be entitled to receive a pro rata portion rights of the distribution which would have been payable on such converted Class A OP Preferred Units had such Units been outstanding for the entire quarter determined by multiplying the amount of the distribution which would have been payable on such converted Class A OP Preferred Unit had such Units been outstanding for the entire such quarter by a fraction the numerator of which is the number of days in the current quarter elapsed through the day immediately preceding the date of conversion of such converted Class A OP Preferred Units and the denominator of which is the total number of days in the current quarter; provided, further, that the General Partner as such converting holder will be required to pay to the Partnership (and the Partnership shall be entitled to deduct from the pro rata distribution which the General Partner as such holder is entitled to receive with respect to the Series A Convertible Preferred Stock so converted Class A OP Preferred Units for such quarter) at shall terminate, except only the time of such conversion a pro rata portion right of the distribution which the General Partner as such converting holder is expected to receive on the OP Common Units into which his Class A OP Preferred Units were converted certificates for such quarter determined by multiplying the amount of the distribution which would have been payable on such OP Common Units for the immediately preceding quarter by a fraction the numerator of which is the number of days in the current quarter elapsed through the day immediately preceding the date shares of conversion of such converted Class A OP Preferred Units and the denominator of which is the total number of days in the current quarter. In the event that the distribution on the OP Common Units for the quarter in which the Class A OP Preferred Units are converted to OP Common Units is less than the distribution on the OP Common Units for the immediately preceding quarter, the Partnership will pay the General Partner as such holder an amount equal to the difference between (i) the pro rata portion of the distribution on the OP Common Units which the General Partner as holder was expected to receive and which was deducted by the Partnership pursuant to the last proviso of the preceding sentence and (ii) the pro rata portion of the distribution on the OP Common Units which the holder actually received. (c) No fractional OP Common Units shall be issued Stock issuable-upon conversion of Class A OP Preferred Units. Instead of any thereof and cash for fractional OP Common Units that would otherwise be deliverable upon the conversion of Class A OP Preferred Units, the Partnership shall pay to the General Partner as holder of such converted units an amount in cash equal to the cash payable to a holder of an equivalent number of converted Series A Preferred Shares in lieu of fractional Common Sharesshares. (d) The Partnership will pay any and all documentary stamp, issue or transfer taxes, and any other similar taxes, payable in respect of (i) the issue or delivery of OP Common Units or other securities or property on conversion or redemption of Class A OP Preferred Units pursuant hereto, and (ii) the issue or delivery of Common Shares or other securities or property on conversion or redemption of Series A Preferred Shares pursuant to the terms of the General Partner's Declaration of Trust, as the same may be amended, restated or supplemented from time to time.

Conversion. Class A OP Preferred Units shall be convertible by The mode of carrying the General Partner as holder thereof Merger into effect and the manner and basis of converting the shares of ▇▇▇▇▇▇▇ into shares of IS4B are as follows: (a) Upon conversion of any 9.1. The aggregate number of Series A Preferred Shares into shares of ▇▇▇▇▇▇▇ Common SharesStock issued and outstanding on the Merger Date shall, an equal number by virtue of Class A OP Preferred Units shall automatically the Merger and without any action on the part of the holders thereof, be converted into OP an aggregate of 100,000 shares of IS4B Common UnitsStock (the "IS4B shares") adjusted by any increase for fractional shares and reduced by any Dissenting Shares (defined below). The conversion ratio in effect from time IS4B Common Stock to time for be issued hereunder ("the conversion of Class A OP Preferred Units into OP Common Units IS4B Shares") will be issued pursuant to this Section 7 shall at all times 4(2) of the Securities Act of 1933 and/or Rule 506 of the General Rules and Regulations of the Securities and Exchange Commission, will be equal torestricted as to transferability pursuant to Rule 144 thereof, and will bear substantially the following legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE "ACT") AND ARE "RESTRICTED SECURITIES" AS THAT TERM IS DEFINED IN RULE 144 UNDER THE ACT. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF IS4B." IS4B agrees to register the re-offer and resale by the holders of the IS4B Shares pursuant to a registration statement filed by IS4B with the Securities and Exchange Commission in connection with any offering of the IS4B Common Stock (excluding registration statements filed on Forms S-4 or S-8) 9.2. Upon completion of the Merger, there shall be automatically adjusted 14,512,071 shares of IS4B Common Stock issued and outstanding, subject to such adjustments, held as necessary follows: 100,000 common shares held by the former shareholders of ▇▇▇▇▇▇▇ and 14,412,071 common shares held by the other shareholders of IS4B. 9.3. All outstanding Common or Preferred Stock of ▇▇▇▇▇▇▇ and all warrants, options or other rights to reflect, its Common or Preferred Stock shall be retired and canceled as of the conversion ratio in effect from time to time for the conversion of Series A Preferred Shares into Common SharesMerger Date. (b) The General Partner9.4. Each share of ▇▇▇▇▇▇▇ Common Stock that is owned by ▇▇▇▇▇▇▇ as treasury stock shall, by virtue of the Merger and without any action on the part of ▇▇▇▇▇▇▇, be retired and canceled as holder of Class A OP Preferred Units the Merger Date. 9.5. Each certificate evidencing ownership of shares of IS4B Common Stock issued and outstanding on the Merger Date or held by IS4B in its treasury shall continue to evidence ownership of the same number of shares of IS4B Common Stock. 9.6. IS4B Common Stock shall be entitled, with respect issued to such Class A OP Preferred Units held, at the close holders of business ▇▇▇▇▇▇▇ Common Stock in exchange for their shares on a Record Date, to receive the distribution payable on such units on the corresponding Distribution Payment Date (the period with respect which a distribution is made on a Distribution Payment Date called the "quarter"); provided, however, that if Class A OP Preferred Units are converted during the period between the close of business on any Record Date and the opening of business on the corresponding Distribution Payment Date then the General Partner as such holder, in addition to all accrued and unpaid distributions with respect to prior quarters, shall be entitled to receive a pro rata portion basis in accordance with each holder's relative ownership of the distribution which would ▇▇▇▇▇▇▇ Common Stock that is being exchanged. 9.7. The shares of IS4B Common Stock to be issued in exchange for ▇▇▇▇▇▇▇ Common Stock hereunder shall be proportionately reduced by any shares owned by ▇▇▇▇▇▇▇ shareholders who shall have been payable on such converted Class A OP Preferred Units had such Units been outstanding for the entire quarter determined by multiplying the amount of the distribution which would have been payable on such converted Class A OP Preferred Unit had such Units been outstanding for the entire such quarter by a fraction the numerator of which is the number of days in the current quarter elapsed through the day immediately preceding the date of conversion of such converted Class A OP Preferred Units and the denominator of which is the total number of days in the current quarter; provided, further, that the General Partner as such converting holder will be required to pay timely objected to the Partnership Merger (and the Partnership shall be entitled to deduct from "Dissenting Shares") in accordance with the pro rata distribution which the General Partner as such holder is entitled to receive with respect to the converted Class A OP Preferred Units for such quarter) at the time of such conversion a pro rata portion of the distribution which the General Partner as such converting holder is expected to receive on the OP Common Units into which his Class A OP Preferred Units were converted for such quarter determined by multiplying the amount of the distribution which would have been payable on such OP Common Units for the immediately preceding quarter by a fraction the numerator of which is the number of days in the current quarter elapsed through the day immediately preceding the date of conversion of such converted Class A OP Preferred Units and the denominator of which is the total number of days in the current quarter. In the event that the distribution on the OP Common Units for the quarter in which the Class A OP Preferred Units are converted to OP Common Units is less than the distribution on the OP Common Units for the immediately preceding quarter, the Partnership will pay the General Partner as such holder an amount equal to the difference between (i) the pro rata portion of the distribution on the OP Common Units which the General Partner as holder was expected to receive and which was deducted by the Partnership pursuant to the last proviso of the preceding sentence and (ii) the pro rata portion of the distribution on the OP Common Units which the holder actually received. (c) No fractional OP Common Units shall be issued upon conversion of Class A OP Preferred Units. Instead of any fractional OP Common Units that would otherwise be deliverable upon the conversion of Class A OP Preferred Units, the Partnership shall pay to the General Partner as holder of such converted units an amount in cash equal to the cash payable to a holder of an equivalent number of converted Series A Preferred Shares in lieu of fractional Common Shares. (d) The Partnership will pay any and all documentary stamp, issue or transfer taxes, and any other similar taxes, payable in respect of (i) the issue or delivery of OP Common Units or other securities or property on conversion or redemption of Class A OP Preferred Units pursuant hereto, and (ii) the issue or delivery of Common Shares or other securities or property on conversion or redemption of Series A Preferred Shares pursuant to the terms provisions of the General Partner's Declaration Corporation Law of TrustDelaware, as the same may be amended, restated or supplemented from time to timeprovided therein.

Conversion. Class A OP Preferred Units shall be convertible by the General Partner as holder thereof as follows: (a) Upon conversion If the closing of any number of Series a Qualified Listing occurs prior to the Maturity Date, upon such Qualified Listing closing, this Note shall be mandatorily and automatically converted into Class A Preferred Ordinary Shares into Common Shares, an equal (the “Automatic Conversion”). The number of Class A OP Preferred Units Ordinary Shares to be issued to the Holder upon any Automatic Conversion shall automatically be determined by dividing the outstanding principal amount of this Note by the applicable Conversion Price, subject to adjustments as set forth in Section 9(c). This Note shall be converted into OP Common Units. The conversion ratio in effect from time to time for Conversion Shares on the conversion second (2nd) Business Day immediately following the closing date of Class A OP Preferred Units into OP Common Units pursuant to this Section 7 shall at all times be equal to, and shall be automatically adjusted as necessary to reflect, the conversion ratio in effect from time to time for Qualified Listing (the conversion of Series A Preferred Shares into Common Shares“Conversion Date”). (b) The General PartnerOn the Conversion Date, the Company shall pay or deliver, or cause the payment or delivery of, the relevant number of Conversion Shares, and any other securities, property or cash (including any cash payable in lieu of fractional shares pursuant to Section 9(c)) that may be deliverable or payable upon the conversion of this Note plus accrued and unpaid Interest with respect to the applicable principal amount, if any, to (but excluding) the Conversion Date, to the Holder and shall (i) simultaneously upon the issue of such Conversion Shares instruct the Company’s share registry to enter the Holder in the register of members of the Company as the holder of Class A OP Preferred Units those Conversion Shares, or (ii) if the Conversion Shares are eligible for book-entry settlement through a depositary, deliver such Conversion Shares to the Holder in compliance with such depositary’s procedures. The delivery of the Conversion Shares to the Holder in the manner contemplated above will be deemed to satisfy the obligation of the Company to pay the principal amount of this Note so converted. The Holder shall be treated for all purposes as the record holder of such Conversion Shares on the Conversion Date, and from and after such conversion, this Note shall cease to be outstanding for any purpose whatsoever. (c) Fractions of Conversion Shares shall not be issued on any conversion of this Note. In lieu of any fractional share to which the Holder would otherwise be entitled, with respect the Company will pay to the Holder in cash the amount of the unconverted principal amount of this Note that would otherwise be converted into such Class A OP Preferred Units held, at the close of business on a Record Date, to receive the distribution payable on such units fractional share on the corresponding Distribution Payment Conversion Date in accordance with Section 6. (d) Any issuance and delivery of Conversion Shares upon any conversion of this Note shall be made without charge to the period Holder for any transfer, stamp or similar tax or for any other governmental charges that may be imposed in connection with respect which a distribution is made on a Distribution Payment Date called the "quarter"); issuance of such Conversion Shares, provided, however, that if Class A OP Preferred Units are converted during the period between the close of business on any Record Date and the opening of business on the corresponding Distribution Payment Date then the General Partner as such holder, in addition to all accrued and unpaid distributions with respect to prior quarters, Company shall be entitled to receive a pro rata portion of the distribution which would have been payable on such converted Class A OP Preferred Units had such Units been outstanding for the entire quarter determined by multiplying the amount of the distribution which would have been payable on such converted Class A OP Preferred Unit had such Units been outstanding for the entire such quarter by a fraction the numerator of which is the number of days in the current quarter elapsed through the day immediately preceding the date of conversion of such converted Class A OP Preferred Units and the denominator of which is the total number of days in the current quarter; provided, further, that the General Partner as such converting holder will not be required to pay to the Partnership (and the Partnership shall any tax or such other charges that may be entitled to deduct from the pro rata distribution which the General Partner as such holder is entitled to receive payable in connection with respect to the converted Class A OP Preferred Units for such quarter) at the time of such conversion a pro rata portion of the distribution which the General Partner as such converting holder is expected to receive on the OP Common Units into which his Class A OP Preferred Units were converted for such quarter determined by multiplying the amount of the distribution which would have been payable on such OP Common Units for the immediately preceding quarter by a fraction the numerator of which is the number of days any transfer involved in the current quarter elapsed through the day immediately preceding the date of conversion of such converted Class A OP Preferred Units and the denominator of which is the total number of days in the current quarter. In the event that the distribution on the OP Common Units for the quarter in which the Class A OP Preferred Units are converted to OP Common Units is less than the distribution on the OP Common Units for the immediately preceding quarter, the Partnership will pay the General Partner as such holder an amount equal to the difference between (i) the pro rata portion of the distribution on the OP Common Units which the General Partner as holder was expected to receive and which was deducted by the Partnership pursuant to the last proviso of the preceding sentence and (ii) the pro rata portion of the distribution on the OP Common Units which the holder actually received. (c) No fractional OP Common Units shall be issued upon conversion of Class A OP Preferred Units. Instead issuance of any fractional OP Common Units that would otherwise be deliverable upon the conversion of Class A OP Preferred Units, the Partnership shall pay to the General Partner as holder of such converted units an amount in cash equal to the cash payable to a holder of an equivalent number of converted Series A Preferred Shares in lieu of fractional Common Shares. (d) The Partnership will pay any and all documentary stamp, issue or transfer taxes, and any other similar taxes, payable in respect of (i) the issue or delivery of OP Common Units or other securities or property on conversion or redemption of Class A OP Preferred Units pursuant hereto, and (ii) the issue or delivery of Common Conversion Shares or other securities to a person other than the Holder upon conversion of this Holder, and the Company shall not be required to issue or property deliver such Conversion Shares or other securities unless and until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid or is not payable. (e) So long as this Note remains outstanding, the Company shall reserve out of its authorized but unissued share capital, such number of Class A Ordinary Shares as would be required to be delivered on conversion of the outstanding principal amount of this Note and shall ensure that all Conversion Shares delivered on the conversion of this Note will vest in the Holder full legal and valid title to and full beneficial ownership of such Class A Ordinary Shares, free and clear of all Encumbrances other than those created by the Holder or redemption of Series as set out in the Shareholders Agreement and the Articles, and rank pari passu and carry the same rights and privileges in all other Class A Preferred Ordinary Shares pursuant issued (including the right to dividends and distributions), and such Conversion Shares will be duly and validly issued and allotted, fully paid and nonassessable, subject to the terms of restrictions on transfer under this Note, the General Partner's Declaration of Trust, as Securityholders Agreement and the same may be amended, restated or supplemented from time to timeArticles.

Conversion. Class A OP Preferred Units shall be convertible by the General Partner as holder thereof as follows: (a) Upon conversion Except as set forth in Section 3.16(a) of any number of Series A Preferred Shares into Common Sharesthe Loan Agreement, an equal number of Class A OP Preferred Units shall automatically this Note may be converted into OP that number of shares of Common Units. The conversion ratio Stock (rounded down to the nearest whole share) determined by dividing the Principal Amount (excluding interest) of this Note by $0.15 (the “Conversion Price”), subject to adjustment below, at any time upon the election of the Holder hereof as described in effect from time and subject to time for the conversion conditions set forth in Section 1(c) of Class A OP Preferred Units into OP Common Units pursuant the Schedule to this the Loan Agreement (the “Holder Conversion”) and upon the election of Maker as described in and subject to the conditions set forth in Section 7 shall at 1(e) of the Schedule to the Loan Agreement (the “Holder Conversion”), all times be equal to, in accordance with and shall be automatically adjusted as necessary subject to reflect, the conversion ratio in effect from time to time for terms and conditions of the conversion of Series A Preferred Shares into Common SharesLoan Agreement (each a “Conversion Event”). (b) The General PartnerAs soon as practicable after the occurrence of a Conversion Event, as holder and in any event within the time periods specified in Section 1(c) of Class A OP Preferred Units shall the Schedule to the Loan Agreement, Maker at its expense will cause to be entitledissued in the name of and delivered to Holder, with respect a certificate or certificates for the number of shares of Conversion Stock to such Class A OP Preferred Units held, at the close of business on a Record Date, to receive the distribution payable on such units on the corresponding Distribution Payment Date (the period with respect which a distribution is made on a Distribution Payment Date called the "quarter"); provided, however, that if Class A OP Preferred Units are converted during the period between the close of business on any Record Date and the opening of business on the corresponding Distribution Payment Date then the General Partner as such holder, in addition to all accrued and unpaid distributions with respect to prior quarters, Holder shall be entitled to receive a pro rata portion of the distribution which would have been payable on such converted Class A OP Preferred Units had such Units been outstanding for the entire quarter determined by multiplying the amount conversion. No fractional Conversion Stock shall be issued on conversion of the distribution which would have been payable this Note. If on such converted Class A OP Preferred Unit had such Units been outstanding for the entire such quarter by conversion of this Note a fraction the numerator of which is the number a share of days in the current quarter elapsed through the day immediately preceding the date of conversion of such converted Class A OP Preferred Units and the denominator of which is the total number of days in the current quarter; providedConversion Stock results, further, that the General Partner as such converting holder will be required to pay to the Partnership (and the Partnership shall be entitled to deduct from the pro rata distribution which the General Partner as such holder is entitled to receive with respect to the converted Class A OP Preferred Units for such quarter) at the time of such conversion a pro rata portion of the distribution which the General Partner as such converting holder is expected to receive on the OP Common Units into which his Class A OP Preferred Units were converted for such quarter determined by multiplying the amount of the distribution which would have been payable on such OP Common Units for the immediately preceding quarter by a fraction the numerator of which is the number of days in the current quarter elapsed through the day immediately preceding the date of conversion of such converted Class A OP Preferred Units and the denominator of which is the total number of days in the current quarter. In the event that the distribution on the OP Common Units for the quarter in which the Class A OP Preferred Units are converted to OP Common Units is less than the distribution on the OP Common Units for the immediately preceding quarter, the Partnership Maker will pay the General Partner as such holder an amount equal to the difference between (i) the pro rata portion cash value of the distribution that fractional share based on the OP Common Units which the General Partner as holder was expected to receive and which was deducted by the Partnership pursuant to the last proviso of the preceding sentence and (ii) the pro rata portion of the distribution on the OP Common Units which the holder actually receivedConversion Price then in effect. (c) No fractional OP From and after the occurrence of a Conversion Event, Maker shall reserve and keep available out of its authorized but unissued Common Units Stock such number of shares of Common Stock as shall from time to time be issued upon sufficient to effect conversion of Class A OP Preferred Units. Instead of any fractional OP Common Units that would otherwise be deliverable upon the conversion of Class A OP Preferred Units, the Partnership shall pay to the General Partner as holder of such converted units an amount in cash equal to the cash payable to a holder of an equivalent number of converted Series A Preferred Shares in lieu of fractional Common Shares. (d) The Partnership will pay any this Note and all documentary stampother Notes. Maker will not, by amendment of its Certificate of Incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or transfer taxessale of securities, dividend or other distribution of cash or property, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by Maker, but will at all times in good faith assist in the carrying out of all the provisions hereof, and any other similar taxes, payable in respect the taking of (i) the issue or delivery of OP Common Units or other securities or property on conversion or redemption of Class A OP Preferred Units pursuant hereto, and (ii) the issue or delivery of Common Shares or other securities or property on conversion or redemption of Series A Preferred Shares pursuant to the terms of the General Partner's Declaration of Trust, all such action as the same may be amended, restated necessary or supplemented from time appropriate in order to timeprotect the conversion rights of Holder as set forth herein against impairment.

Conversion. Class A OP Preferred Units shall be convertible by the General Partner as holder thereof as follows: (a) Upon conversion In the event of an Initial Public Offering, Qualified Offering or Qualified Parent Sale by ▇▇▇▇▇ or any of its Affiliates of any number entity (other than the Company) of Series A Preferred which the Company and its Subsidiaries, taken as a whole, comprise 90% or more of the assets, revenues or income (such entity, a “Successor Entity”), then, immediately prior to the consummation of such Initial Public Offering, Qualified Offering or Qualified Parent Sale, all then-outstanding Management Shares into Common Shares, an equal number of Class A OP Preferred Units shall automatically be converted into OP Common Units. The conversion ratio in effect from time to time for the conversion of Class A OP Preferred Units into OP Common Units pursuant to this Section 7 shall at all times be equal to, and shall be automatically adjusted as necessary canceled and each Management Member shall receive, in exchange for the cancellation of his or her Management Shares, such number of shares of common stock (or equivalent class of securities) of the Successor Entity (“Successor Shares”) with an aggregate Fair Market Value equal to reflectthe aggregate Fair Market Value of such Management Member’s Management Shares (the Successor Shares so disbursed to the Management Members, and Successor Shares acquired by any Management Member thereafter, the conversion ratio in effect from time to time for “Converted Shares”) (such cancellation and exchange, the conversion of Series A Preferred “Conversion”). All fractional Successor Shares into Common Shares. (b) The General Partner, as holder of Class A OP Preferred Units shall be entitledpaid in cash to the applicable Management Member(s). ▇▇▇▇▇ agrees to (i) provide a written notice to the Management Members at least fifteen (15) Business Days prior to the date on which ▇▇▇▇▇ expects to consummate an Initial Public Offering, with respect to such Class A OP Preferred Units held, at the close of business on a Record Date, to receive the distribution payable on such units on the corresponding Distribution Payment Date (the period with respect Qualified Offering or Qualified Parent Sale in which a distribution is made on a Distribution Payment Date called Conversion shall occur and (ii) to the "quarter")extent permitted by Applicable Law, take any and all reasonable and necessary actions and comply with all necessary legal and regulatory requirements to permit the issuance of the Converted Shares to the Management Members; provided, however, that notwithstanding the foregoing, if Class A OP Preferred Units are converted during (x) an Initial Public Offering, Qualified Offering or Qualified Parent Sale in which a Conversion shall occur is to be consummated solely in the period between PRC, and (y) the close then applicable legal and/or regulatory requirements of business on the PRC prohibit ▇▇▇▇▇ from issuing the Successor Shares to the Management Members (a “Non-Conversion Event”), then Management Members shall retain his or her outstanding Management Shares. Any such Successor Entity undertaking an Initial Public Offering or a Qualified Offering shall hereinafter be referred to as an “Offering Entity”, and any Record Date and the opening shares of business on the corresponding Distribution Payment Date then the General Partner such Offering Entity shall hereinafter be referred to as such holder, in addition to all accrued and unpaid distributions with respect to prior quarters, an “Offering Share”. (b) No Management Member shall be entitled obligated to receive a pro rata portion of the distribution which would have been payable on such converted Class A OP Preferred Units had such Units been outstanding for the entire quarter determined by multiplying the amount of the distribution which would have been payable on such converted Class A OP Preferred Unit had such Units been outstanding for the entire such quarter by a fraction the numerator of which is the number of days pay any expenses incurred in connection with any Conversion that does not result in the current quarter elapsed through the day immediately preceding the date receipt or ownership by such Management Member of conversion of such converted Class A OP Preferred Units and the denominator of which is the total number of days in the current quarterTradeable Securities; provided, furtherhowever, that the General Partner as such converting holder will be required to pay to the Partnership (and the Partnership foregoing clause shall be entitled to deduct from the pro rata distribution which the General Partner as such holder is entitled to receive with respect to the converted Class A OP Preferred Units for such quarter) at the time of such conversion a pro rata portion of the distribution which the General Partner as such converting holder is expected to receive on the OP Common Units into which his Class A OP Preferred Units were converted for such quarter determined by multiplying the amount of the distribution which would have been payable on such OP Common Units for the immediately preceding quarter by a fraction the numerator of which is the number of days in the current quarter elapsed through the day immediately preceding the date of conversion of such converted Class A OP Preferred Units and the denominator of which is the total number of days in the current quarter. In the event that the distribution on the OP Common Units for the quarter in which the Class A OP Preferred Units are converted to OP Common Units is less than the distribution on the OP Common Units for the immediately preceding quarter, the Partnership will pay the General Partner as such holder an amount equal to the difference between (i) the pro rata portion of the distribution on the OP Common Units which the General Partner as holder was expected to receive and which was deducted by the Partnership pursuant to the last proviso of the preceding sentence and (ii) the pro rata portion of the distribution on the OP Common Units which the holder actually received. (c) No fractional OP Common Units shall be issued upon conversion of Class A OP Preferred Units. Instead of any fractional OP Common Units that would otherwise be deliverable upon the conversion of Class A OP Preferred Units, the Partnership shall pay to the General Partner as holder of such converted units an amount in cash equal to the cash payable to a holder of an equivalent number of converted Series A Preferred Shares in lieu of fractional Common Shares. (d) The Partnership will pay any and all documentary stamp, issue or transfer taxesnot, and shall not be deemed or construed to, eliminate or otherwise limit any other similar taxes, payable Management Member’s obligation to bear the costs and expenses for which such Management Member is responsible as provided in respect of (iSections 7(c) the issue or delivery of OP Common Units or other securities or property on conversion or redemption of Class A OP Preferred Units pursuant hereto, and (ii) the issue or delivery of Common Shares or other securities or property on conversion or redemption of Series A Preferred Shares pursuant to the terms of the General Partner's Declaration of Trust, as the same may be amended, restated or supplemented from time to time8(c).

Conversion. Class A OP Preferred Units shall be convertible by the General Partner as holder thereof as follows: (a) Upon At the option of the Holder, at any time, subject to Section 3(e), the Debentures, in whole or in part, may be converted on the Conversion Date (as defined below) at the principal amount thereof, into fully paid and nonassessable shares (calculated as to each conversion to the nearest 1/100 of any a share) of Common Stock, including the associated Rights (as defined in the Debenture Purchase Agreement), at the Conversion Price (as defined below), in effect at the time of conversion. The price at which the number of Series A Preferred Shares into shares of Common Shares, an equal number Stock to be delivered shall be determined upon conversion shall be $5.50 per share of Class A OP Preferred Units shall automatically be converted into OP Common UnitsStock (the "Conversion Price"). The conversion ratio Conversion Price shall be adjusted in effect from time to time for the conversion certain instances as provided in this Debenture, including paragraph (d) of Class A OP Preferred Units into OP Common Units pursuant to this Section 7 shall at all times be equal to, and shall be automatically adjusted as necessary to reflect, the conversion ratio in effect from time to time for the conversion of Series A Preferred Shares into Common Shares3. (b) The General PartnerIf the Holder elects to convert the Debentures, as holder of Class A OP Preferred Units the Holder shall provide written notice (the "Conversion Notice") to the Company (at the Company's address) which states that the Holder elects to convert such Debenture. In order to exchange the securities, the Holder shall surrender the Debentures, duly endorsed or assigned to the Company or in blank. Subject to Section 3(e), each conversion shall be entitled, with respect deemed to such Class A OP Preferred Units held, at have been effected immediately prior to the close of business on the date the Holder delivers the Conversion Notice (the "Conversion Date"). If such day is not a Record business day, and a day on which the principal national securities exchange or market quotation system on which the Common Stock is then listed or admitted for trading is open (a "Trading Day"), then such conversion will be deemed to have been effected on the next succeeding Trading Day. As promptly as practicable on or after the Conversion Date, to receive the distribution payable on such units on Company shall issue and deliver the corresponding Distribution Payment Date (the period with respect which a distribution is made on a Distribution Payment Date called the "quarter"); provided, however, that if Class A OP Preferred Units are converted during the period between the close of business on any Record Date and the opening of business on the corresponding Distribution Payment Date then the General Partner as such holder, in addition to all accrued and unpaid distributions with respect to prior quarters, shall be entitled to receive a pro rata portion of the distribution which would have been payable on such converted Class A OP Preferred Units had such Units been outstanding for the entire quarter determined by multiplying the amount of the distribution which would have been payable on such converted Class A OP Preferred Unit had such Units been outstanding for the entire such quarter by a fraction the numerator of which is certificates representing the number of days full shares of Common Stock, including the associated Rights, issuable upon conversion, together with payment in the current quarter elapsed through the day immediately preceding the date lieu of conversion any fraction of such converted Class A OP Preferred Units and the denominator of which is the total number of days a share, as provided in the current quarter; provided, further, that the General Partner as such converting holder will be required to pay to the Partnership (and the Partnership shall be entitled to deduct from the pro rata distribution which the General Partner as such holder is entitled to receive with respect to the converted Class A OP Preferred Units for such quarter) at the time of such conversion a pro rata portion of the distribution which the General Partner as such converting holder is expected to receive on the OP Common Units into which his Class A OP Preferred Units were converted for such quarter determined by multiplying the amount of the distribution which would have been payable on such OP Common Units for the immediately preceding quarter by a fraction the numerator of which is the number of days in the current quarter elapsed through the day immediately preceding the date of conversion of such converted Class A OP Preferred Units and the denominator of which is the total number of days in the current quarter. In the event that the distribution on the OP Common Units for the quarter in which the Class A OP Preferred Units are converted to OP Common Units is less than the distribution on the OP Common Units for the immediately preceding quarter, the Partnership will pay the General Partner as such holder an amount equal to the difference between (i) the pro rata portion of the distribution on the OP Common Units which the General Partner as holder was expected to receive and which was deducted by the Partnership pursuant to the last proviso of the preceding sentence and (ii) the pro rata portion of the distribution on the OP Common Units which the holder actually receivedSection 3(c). (c) No fractional OP shares of Common Units Stock shall be issued upon conversion of Class A OP Preferred UnitsDebentures. Instead of any fractional OP share of Common Units that Stock which would otherwise be deliverable issuable upon the conversion of Class A OP Preferred Unitsany Debenture, the Partnership Company shall pay to the General Partner as holder a cash adjustment in respect of such converted units fraction in an amount in cash equal to the cash payable to a holder same fraction of an equivalent number the market price per share of converted Series A Preferred Shares in lieu Common Stock at the close of fractional Common Sharesbusiness on the Conversion Date. (d) The Partnership will Conversion Price shall be subject to the following adjustments: (i) If, on any Conversion Date, the average closing price of the Common Stock during the twenty trading days immediately preceding the Conversion Date is less than the Conversion Price ($5.50, before any anti-dilution adjustments pursuant to this Agreement including Section 3(d)(ii)-(vii)), then the Conversion Price shall be reduced to such average closing price (the "Market Conversion Price"). Adjustments to the Conversion Price pursuant to this subsection (i) are referred to as "Market Adjustments"; all other adjustments to the Conversion Price provided in this Debenture are "Anti-Dilution Adjustments". (ii) In case outstanding shares of Common Stock shall be subdivided into a greater number of shares of Common Stock, the Conversion Price in effect at the opening of business on the day following the day upon which such subdivision becomes effective shall be proportionately reduced, and, conversely, in case outstanding shares of Common Stock shall each be combined into a smaller number of shares of Common Stock, the Conversion Price in effect at the opening of business on the day following the day upon which such combination becomes effective shall be proportionately increased, such reduction or increase, as the case may be, to become effective immediately after the opening of business on the day following the day upon which such subdivision or combination becomes effective. (iii) In case the Company shall pay or make a dividend or other distribution on any class of capital stock of the Company in Common Stock, the Conversion Price in effect at the opening of business on the day following the date fixed for the determination of stockholders entitled to receive such dividend or other distribution shall be reduced by multiplying such Conversion Price by a fraction of which the numerator shall be the number of shares of Common Stock outstanding at the close of business on the date fixed for such determination and the denominator shall be the sum of such number of shares and the total number of shares constituting such dividend or other distribution, such reduction to become effective immediately after the opening of business on the day following the date fixed for such determination. (iv) In case the Company shall issue rights or warrants to all documentary stampholders of its Common Stock entitling them to subscribe for or purchase shares of Common Stock at a price per share less than the Conversion Price, the Conversion Price in effect at the opening of business on the day following the date fixed for the determination of stockholders entitled to receive such rights or warrants shall be adjusted to such subscription or purchase price, such reduction to become effective immediately after the opening of business on the day following the date fixed for such determination. (v) In case the Company shall issue Common Stock (other than shares of Common Stock issued upon exercise of rights, options and warrants outstanding as of the date hereof), or transfer taxesrights, options or warrants convertible into, or exchangeable or exercisable for, Common Stock to any third party, or shall reprice or adjust the conversion, exchange or exercise price of rights, options or warrants outstanding as of the date hereof, at or to a price per share of Common Stock less than the Conversion Price, the Conversion Price in effect at the opening of business on the day following the date of such issuance, repricing or adjustment shall be adjusted to such issue, conversion, exchange or exercise price or, in the case of a repricing or adjustment, such conversion, exchange or exercise price as so adjusted, such reduction to become effective immediately after the opening of business on the day following the date of such issuance, repricing or adjustment, as the case may be, provided, no such adjustment shall be made with respect to: (A) up to 3,833,333 shares of Common Stock to be issued for $3 per share in connection with CHS's acquisition of SIS Distribution Ltd.; (B) up to 2,653,000 shares of Common Stock to be issued for $3 per share in connection with CHS's acquisition of Micro Informatica Corp.; or (C) shares of Common Stock or Preferred Stock issued pursuant to the Rights Agreement. (vi) In case the Company shall, by dividend or otherwise, distribute to all holders of its Common Stock evidences of its indebtedness or assets (including securities, but excluding any rights or warrants referred to in clause (iv) of this Section, any dividend or distribution paid in cash out of the retained earnings of the Company and any dividend or distribution referred to in clause (iii) of this Section), the Conversion Price in effect at the opening of business on the date fixed for the determination of stockholders entitled to receive such distribution shall be adjusted so that the same shall equal the price determined by multiplying the Conversion Price in effect immediately prior to the close of business on the date fixed for the determination of stockholders entitled to receive such distribution by a fraction of which the numerator shall be the Conversion Price on the date fixed for such determination less the then fair market value of the portion of the assets or evidences of indebtedness so distributed applicable to one share of Common Stock and the denominator shall be such Conversion Price, such adjustment to become effective immediately prior to the opening of business on the day following the date fixed for such determination. (vii) The reclassification of Common Stock into securities including other than Common Stock shall be deemed to involve (A) a distribution of such securities other than Common Stock to all holders of Common Stock (and the effective date of such reclassification shall be deemed to be "the date fixed for the determination of stockholders entitled to receive such distribution" and "the date fixed for such determination" within the meaning of clause (vi) of this Section), and (B) a subdivision or combination, as the case may be, of the number of shares of Common Stock outstanding immediately prior to such reclassification into the number of shares of Common Stock outstanding immediately thereafter (and the effective date of such reclassification shall be deemed to be "the day upon which such subdivision becomes effective" or "the day upon which such combination becomes effective", as the case may be, and "the day upon which such subdivision or combination becomes effective" within the meaning of clause (ii) of this Section). (e) If the Holder elects to convert the Debenture and deliver a Conversion Notice to the Company which provides for conversion at a Conversion Price which is lower than the initial Conversion Price, as adjusted only for Anti-Dilution Adjustments, then the Company shall have the right to redeem the Debenture intended to be converted 60 days after delivery of the Conversion Notice. The Closing of the redemption, if any, shall occur on the sixtieth day following delivery of the Conversion Notice. During the sixty day period the Holder shall have the right at any other similar taxes, payable in respect of time to rescind the Conversion Notice by written notice to the Company; and consequently such redemption shall automatically be terminated. (f) Whenever the Conversion Price is adjusted pursuant to Section 3(d): (i) the issue or delivery of OP Common Units or other securities or property on conversion or redemption of Class A OP Preferred Units pursuant hereto, Company shall compute the adjusted Conversion Price and shall prepare a certificate signed by the Company setting forth the adjusted Conversion Price showing in reasonable detail the facts upon which such adjustment is based; and (ii) a notice stating that the issue or delivery of Common Shares or other securities or property on conversion or redemption of Series A Preferred Shares pursuant to Conversion Price has been adjusted and setting forth the terms adjusted Conversion Price shall forthwith be prepared, and as soon as practicable after it is prepared (together with a copy of the General Partner's Declaration of Trustcertificate referred to in clause (i) above), as such notice shall be mailed by the same may be amended, restated or supplemented from time Company to timeall Holders.

Conversion. Class A OP Preferred Units shall be convertible by the General Partner as holder thereof as follows: (a) Upon conversion of any The Holder agrees, on or prior to June 30, 2013 (the “Termination Date”), subject to the conditions set forth herein, to convert the Holder’s Conversion Amount into the number of Series A Preferred Shares into Common Sharesset forth on Schedule A, an equal in accordance with the terms and conditions of the Note issued in the name of the Holder. Provided that the Conversion Notice (as defined in the Note) is received on or prior to the Termination Date, at the Closing (as defined below), the Company shall issue a Warrant to purchase that number of Class A OP Preferred Units shall automatically be converted into OP shares of Common Units. Stock (the “Warrant Shares”) equal to 75% of the number of Shares issued to the Holder in connection with the Conversion, as set forth beside the Holder’s name on Schedule A. The conversion ratio in effect from time Shares and Warrant are collectively referred to time for herein as the conversion of Class A OP Preferred Units into OP Common Units pursuant to this Section 7 shall at all times be equal to, and shall be automatically adjusted as necessary to reflect, the conversion ratio in effect from time to time for the conversion of Series A Preferred Shares into Common Shares“Securities.” (b) The General Partnerconsummation of the transactions contemplated by this Agreement shall take place at a closing (the "Closing") on the date on which the last of the conditions set forth in Section 4 below are fulfilled, as holder of Class A OP Preferred Units shall be entitledbut in all cases on or before June 30, with respect to such Class A OP Preferred Units held, at 2013. If the close of business Closing does not occur on a Record or before the Termination Date, the Holder shall retain all rights to convert the Holder’s Notes pursuant to the terms of conditions of the Notes, but this Agreement shall have no further force and effect and the Holder shall have no right to receive the distribution payable on such units on Warrant or the corresponding Distribution Payment Date (Warrant Shares. Upon the period with respect which a distribution is made on a Distribution Payment Date called Holder’s execution of this Agreement prior to the "quarter"); providedTermination Date, however, that if Class A OP Preferred Units are converted during the period between Holder shall deliver the close Conversion Notice and its Note for cancellation and within five business days of business on any Record Date and the opening of business on the corresponding Distribution Payment Date then the General Partner as such holder, in addition to all accrued and unpaid distributions with respect to prior quarters, shall be entitled to receive a pro rata portion receipt of the distribution which would have been payable on such converted Class A OP Preferred Units had such Units been outstanding Conversion Notice and Note for cancellation, the entire quarter determined by multiplying the amount of the distribution which would have been payable on such converted Class A OP Preferred Unit had such Units been outstanding for the entire such quarter by a fraction the numerator of which is the number of days in the current quarter elapsed through the day immediately preceding the date of conversion of such converted Class A OP Preferred Units and the denominator of which is the total number of days in the current quarter; provided, further, that the General Partner as such converting holder will be required to pay Company shall deliver to the Partnership (and the Partnership shall be entitled to deduct from the pro rata distribution which the General Partner as such holder is entitled to receive with respect to the converted Class A OP Preferred Units for such quarter) at the time of such conversion a pro rata portion of the distribution which the General Partner as such converting holder is expected to receive on the OP Common Units into which his Class A OP Preferred Units were converted for such quarter determined by multiplying the amount of the distribution which would have been payable on such OP Common Units for the immediately preceding quarter by a fraction the numerator of which is the number of days in the current quarter elapsed through the day immediately preceding the date of conversion of such converted Class A OP Preferred Units and the denominator of which is the total number of days in the current quarter. In the event that the distribution on the OP Common Units for the quarter in which the Class A OP Preferred Units are converted to OP Common Units is less than the distribution on the OP Common Units for the immediately preceding quarter, the Partnership will pay the General Partner as such holder an amount equal to the difference between Holder (i) certificates representing the pro rata portion of the distribution on the OP Common Units Shares to which the General Partner Holder is entitled as holder was expected to receive and which was deducted by the Partnership pursuant to the last proviso a result of the preceding sentence such Conversion and (ii) the pro rata portion Warrant representing the Warrant Shares to which the Holder is entitled as a result of such Conversion. From and after the delivery of the distribution on Securities, the OP Common Units which the holder actually received. (c) No fractional OP Common Units Notes shall be issued upon conversion of Class A OP Preferred Unitscancelled. Instead of any fractional OP Common Units that would otherwise be deliverable upon After the conversion of Class A OP Preferred UnitsClosing, the Partnership Company shall have no further obligation to pay either cash or Common Stock, other than the Shares and, upon exercise of the Warrant, the Warrants Shares, for principal, interest or any other fees due under the Notes to the General Partner as holder Holder. If a Holder has lost its Notes and is unable to deliver its Notes, it shall immediately submit an affidavit of such converted units an amount loss and indemnity agreement so that the Notes may be replaced and deemed cancelled in cash equal to the cash payable to a holder of an equivalent number of converted Series A Preferred Shares in lieu of fractional Common Shares. (d) The Partnership will pay any and all documentary stamp, issue or transfer taxes, and any other similar taxes, payable in respect of (i) the issue or delivery of OP Common Units or other securities or property on conversion or redemption of Class A OP Preferred Units pursuant hereto, and (ii) the issue or delivery of Common Shares or other securities or property on conversion or redemption of Series A Preferred Shares pursuant to accordance with the terms of the General Partner's Declaration of Trust, as the same may be amended, restated or supplemented from time to timehereof (each a “Lost Note Affidavit”).

Conversion. (i) Each share of Class A OP Preferred Units B Common Stock shall be convertible by the General Partner converted at such time, in such manner and upon such terms and conditions as holder thereof as follows: (a) Upon conversion of any number of Series A Preferred Shares provided herein into Common Shares, an equal number one fully paid and non-assessable share of Class A OP Preferred Units Common Stock. (ii) Each share of Class B Common Stock shall automatically convert into a share of Class A Common Stock upon the earlier to occur of (i) the holders of all Class B Common Stock ceasing to own in the aggregate 15% of the issued and outstanding Common Stock, and (ii) as provided in Article 4, Paragraph 2C.(3)(d). Upon automatic conversion of shares of Class B Common Stock, the corporation shall reflect such conversion, and the issuance of Class A Common Stock in connection therewith on its books and records for all purposes even if certificates reflecting such converted shares of Class B Common Stock are not surrendered to the corporation or its transfer agent. All shares of Class B Common Stock, upon conversion thereof into Class A Common Stock, shall retain their designation as Class B Common Stock and shall have the status of authorized and unissued shares of Class B Common Stock; provided that if all shares of Class B Common Stock outstanding are converted into shares of Class A Common Stock, then all authorized but unissued shares or treasury shares of Class B Common Stock shall automatically convert into authorized but unissued or treasury shares of Class A Common Stock, as the case may be, and no further shares of Class B Common Stock shall exist. Except as specifically contemplated under this Article 4, Paragraph 2C.(3)(e), shares of Class B Common Stock may not be converted into Class A Common Stock. (iii) Each share of Class A Common Stock owned (within the meaning of Article 4, Paragraph 2C.(3)(d)) by Chevron U.S.A. Inc., a Pennsylvania 6 89 corporation ("Chevron") or its Affiliates shall simultaneous with acquiring such ownership automatically be converted into OP Common Units. The conversion ratio in effect from time to time for the conversion one fully paid and non-assessable share of Class A OP Preferred Units into OP B Common Units pursuant to this Section 7 shall at all times be equal to, and shall be automatically adjusted as necessary to reflect, the conversion ratio in effect from time to time for the conversion of Series A Preferred Shares into Common Shares. (b) The General Partner, as holder of Class A OP Preferred Units shall be entitled, with respect to such Class A OP Preferred Units held, at the close of business on a Record Date, to receive the distribution payable on such units on the corresponding Distribution Payment Date (the period with respect which a distribution is made on a Distribution Payment Date called the "quarter")Stock; provided, however, that if for purposes of any shares of Class A OP Preferred Units are converted during B Common Stock so issued, only Chevron will be deemed to be the period between the close of business on any Record Date and the opening of business on the corresponding Distribution Payment Date then the General Partner as such holder, in addition to all accrued and unpaid distributions with respect to prior quarters, shall be entitled to receive a pro rata portion Original Holder thereof for purposes of the distribution which would have been payable on such converted Class A OP Preferred Units had such Units been outstanding for the entire quarter determined by multiplying the amount provisions of the distribution which would have been payable on such converted Class A OP Preferred Unit had such Units been outstanding for the entire such quarter by a fraction the numerator of which is the number of days in the current quarter elapsed through the day immediately preceding the date of conversion of such converted Class A OP Preferred Units Article 4, Paragraph 2C.(3)(d), and the denominator of which is the total number of days in the current quarter; provided, further, that this provision shall not apply with respect to shares of Class A Common Stock issued upon conversion of all Class B Common Stock in accordance with the General Partner first sentence of Article 4, Paragraph 2C.(3)(e)(ii)(i), or any shares of Class A Common Stock owned by Chevron or its Affiliates, after such conversion shall have occurred. Upon automatic conversion of shares of Class A Common Stock, the corporation shall reflect such conversion and the issuance of Class B Common Stock in connection therewith on its books and records for all purposes even if certificates reflecting such converted shares of Class A Common Stock are not surrendered to the corporation for transfer. All shares of Class B Common Stock shall be subject to the restrictions and provisions contained in the corporation's Articles of Incorporation. All shares of Class A Common Stock, upon conversion thereof into Class B Common Stock, shall retain their designation as Class A Common Stock and shall have the status of authorized and unissued shares of Class A Common Stock. (iv) Nothing herein shall prevent the Original Holder (or any Permitted Transferee) of the Class B Common Stock and the corporation from executing an agreement allowing the Original Holder (or any Permitted Transferee), at its option, to convert the Class B Common Stock into Class A Common Stock, nor the conversion of any Class B Common Stock pursuant to such converting agreement. (v) The corporation will, as soon as practicable after such deposit of a certificate or certificates for Common Stock to be converted in accordance with this Article 4, Paragraph 2C.(3)(e), issue and deliver at the office of the corporation or of its transfer agent to the person for whose account such Common Stock was so surrendered, a certificate or certificates for the number of full shares of Common Stock into which the shares represented by the surrendered certificate are converted. If surrendered certificates for Common Stock are converted only in part, the corporation will issue and deliver to the holder, without charge therefor, a new certificate or certificates representing the aggregate of the unconverted shares of such class of Common Stock. The failure of the holder will to deliver to the corporation certificates representing shares of a class of Common Stock converted in accordance with this Article 4, Paragraph 2C.(3)(e), shall in no way affect the automatic conversion of such shares. (vi) The issuance of certificates for shares of a class of Common Stock upon conversion of shares of the other class of Common Stock shall be required made without charge for any issue, stamp or other similar tax in respect of such issuance; provided, however, if any such certificate is to be issued in a name other than that of the holder of the share or shares of the class of Common Stock converted, the person or persons requesting the issuance thereof shall pay to the Partnership (and the Partnership shall be entitled to deduct from the pro rata distribution which the General Partner as such holder is entitled to receive with respect to the converted Class A OP Preferred Units for such quarter) at the time of such conversion a pro rata portion of the distribution which the General Partner as such converting holder is expected to receive on the OP Common Units into which his Class A OP Preferred Units were converted for such quarter determined by multiplying corporation the amount of any tax which may be payable in respect of any transfer 7 90 involved in such issuance or shall establish to the distribution satisfaction of the corporation that such tax has been paid. (vii) The corporation shall at all times reserve and keep available, solely for the purpose of issuance upon conversion of the outstanding shares of Class B Common Stock, such number of shares of Class A Common Stock as shall be issuable upon the conversion of all such outstanding shares, provided that nothing contained herein shall be construed to preclude the corporation from satisfying the obligations in respect of the conversion of the outstanding shares of Class B Common Stock by delivery of shares of Class A Common Stock which would have been payable are held in the treasury of the corporation. The corporation shall take all such corporate and other actions as from time to time may be necessary to insure that all shares of Class A Common Stock issuable upon conversion of shares of Class B Common Stock upon issue will be duly and validly authorized and issued, fully paid and nonassessable and free of any preemptive or similar rights. In order that the corporation may issue shares of Class A Common Stock upon conversion of the Class B Common Stock, the corporation will endeavor to comply with all applicable Federal and state securities laws and will endeavor to list such shares to be issued upon conversion on such OP Common Units for the immediately preceding quarter by a fraction the numerator of which is the number of days in the current quarter elapsed through the day immediately preceding the date of conversion of such converted Class A OP Preferred Units and the denominator of which is the total number of days in the current quarter. In the event that the distribution securities exchange on the OP Common Units for the quarter in which the Class A OP Preferred Units are converted to OP Common Units Stock is less than the distribution on the OP Common Units for the immediately preceding quarter, the Partnership will pay the General Partner as such holder an amount equal to the difference between (i) the pro rata portion of the distribution on the OP Common Units which the General Partner as holder was expected to receive and which was deducted by the Partnership pursuant to the last proviso of the preceding sentence and (ii) the pro rata portion of the distribution on the OP Common Units which the holder actually receivedthen listed. (cviii) No fractional OP Common Units The corporation shall be issued at all times reserve and keep available, solely for the purpose of issuance upon conversion of the outstanding shares of Class A OP Preferred Units. Instead Common Stock a number of any fractional OP shares of Class B Common Units Stock equal to 40% of the number of outstanding shares of Class A Common Stock, provided that would otherwise nothing contained herein shall be deliverable upon construed to preclude the corporation from satisfying the obligations in respect of the conversion of Class A OP Preferred Units, the Partnership shall pay to the General Partner as holder of such converted units an amount in cash equal to the cash payable to a holder of an equivalent number of converted Series A Preferred Shares in lieu of fractional Common Shares. (d) The Partnership will pay any and all documentary stamp, issue or transfer taxes, and any other similar taxes, payable in respect of (i) the issue or delivery of OP Common Units or other securities or property on conversion or redemption outstanding shares of Class A OP Preferred Units pursuant hereto, and (ii) the issue or Common Stock by delivery of shares of Class B Common Shares or other securities or property on conversion or redemption of Series A Preferred Shares pursuant to Stock which are held in the terms treasury of the General Partner's Declaration of Trust, corporation. The corporation shall take all such corporate and other actions as the same may be amended, restated or supplemented from time to timetime may be necessary to insure that all shares of Class B Common Stock issuable upon conversion of shares of Class A Common Stock upon issue will be duly and validly authorized and issued, fully paid and nonassessable and free of any preemptive or similar rights. In order that the corporation may issue shares of Class B Common Stock upon conversion of the Class A Common Stock, the corporation will endeavor to comply with all applicable Federal and state securities laws.

Conversion. Class A OP Preferred Units shall be convertible by (i) Subject to the General Partner as provisions of this paragraph 8, (A) a holder thereof as follows: (a) Upon conversion of any number shares of Series A Preferred Shares into Common SharesStock shall have the right, an equal number on or after the date which is 30 days after the First Call Date (or, in the event that a Change of Class A OP Preferred Units shall automatically be converted into OP Common Units. The conversion ratio in effect from time Control has occurred, at any time), at such holder's option, to time for the conversion of Class A OP Preferred Units into OP Common Units pursuant to this Section 7 shall at convert any or all times be equal to, outstanding shares (and shall be automatically adjusted as necessary to reflect, the conversion ratio in effect from time to time for the conversion fractional shares) of Series A Preferred Shares Stock held by such holder, in whole or in part, into fully paid and non-assessable shares of Common SharesStock. (bii) The General Partnernumber of shares of Common Stock deliverable upon conversion of a share of Series A Preferred Stock (including the Additional Shares), subject to adjustment as holder of Class A OP Preferred Units hereinafter provided, shall be entitled1.0 (the CONVERSION RATIO). In the event that at the time of conversion of a share of Series A Preferred Stock there are accrued and unpaid dividends on such share with respect to which Additional Shares have not been issued (including, with respect to such Class A OP Preferred Units held, at any interim period since the close of business on a Record last Dividend Payment Date, to receive the distribution product of the full dividend payable on such units for the current Dividend Period ending on the corresponding Distribution next Dividend Payment Date (the period with respect which a distribution is made on a Distribution Payment Date called the "quarter"); providedDate, however, that if Class A OP Preferred Units are converted during the period between the close of business on any Record Date and the opening of business on the corresponding Distribution Payment Date then the General Partner as such holder, in addition to all accrued and unpaid distributions with respect to prior quarters, shall be entitled to receive a pro rata portion of the distribution which would have been payable on such converted Class A OP Preferred Units had such Units been outstanding for the entire quarter determined by multiplying the amount of the distribution which would have been payable on such converted Class A OP Preferred Unit had such Units been outstanding for the entire such quarter multiplied by a fraction fraction, the numerator of which is the number of days in that have elapsed since the current quarter elapsed through the day immediately preceding the date of conversion of such converted Class A OP Preferred Units last Dividend Payment Date and the denominator of which is 360), then, upon such conversion, the total number of days in the current quarter; provided, further, that the General Partner as such converting holder will be required to pay to the Partnership (and the Partnership thereof shall be entitled to deduct from the pro rata distribution which the General Partner as receive such holder is entitled to receive with respect number of shares of Common Stock (in addition to the converted Class A OP Preferred Units for such quarter) at the time shares of such conversion a pro rata portion of the distribution which the General Partner as such converting holder is expected to receive on the OP Common Units into which his Class A OP Preferred Units were converted for such quarter determined by multiplying the amount of the distribution which would have been payable on such OP Common Units for the immediately preceding quarter by a fraction the numerator of which is the number of days in the current quarter elapsed through the day immediately preceding the date of conversion of such converted Class A OP Preferred Units and the denominator of which is the total number of days in the current quarter. In the event that the distribution on the OP Common Units for the quarter in which the Class A OP Preferred Units are converted to OP Common Units is less than the distribution on the OP Common Units for the immediately preceding quarter, the Partnership will pay the General Partner as such holder an amount equal to the difference between (i) the pro rata portion of the distribution on the OP Common Units which the General Partner as holder was expected to receive and which was deducted by the Partnership pursuant to the last proviso of the preceding sentence and (ii) the pro rata portion of the distribution on the OP Common Units which the holder actually received. (c) No fractional OP Common Units shall be issued upon conversion of Class A OP Preferred Units. Instead of any fractional OP Common Units that would Stock otherwise be deliverable issuable upon the conversion of Class any such shares of Series A OP Preferred UnitsStock and Additional Shares converted therewith) as would have been issued in accordance with the preceding sentence if Additional Shares had been issued in respect of such accrued and unpaid dividends and had been converted simultaneously therewith. (i) In connection with any Conversion pursuant to this paragraph 8, the Partnership holder of the shares of Series A Preferred Stock to be converted shall pay surrender the certificates representing such shares at the office of the Corporation with a written notice (a CONVERSION NOTICE) of election to convert completed and signed, specifying the number of shares to be converted. Unless the shares issuable on conversion are to be issued in the same name as the name in which such shares of Series A Preferred Stock are registered, each share surrendered for conversion shall be accompanied by instruments of transfer, in form satisfactory to the General Partner Corporation, duly executed by the holder or the holder's duly authorized attorney, and an amount sufficient to pay any transfer or similar tax. (ii) As promptly as practicable after the surrender by a holder of certificates for shares of Series A Preferred Stock under paragraph 8(b)(i), the Corporation shall issue and shall deliver to such converted units an amount holder, or on the holder's written order to the holder's transferee, (w) a certificate or certificates for the whole number of shares of Common Stock issuable upon the conversion of such shares in accordance with the provisions of this paragraph 8, (x) any cash adjustment required pursuant to paragraph 8(f) and (y) in the event of a conversion in part, a certificate or certificates for the whole number of Series A Preferred Stock not being so converted. (iii) Each conversion shall be deemed to have been effected (the EFFECTIVE TIME) immediately prior to the close of business on the date of delivery of the Conversion Notice. At the Effective Time, the Person in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become the holder of record of the shares of Common Stock represented thereby at such time on such date and such conversion shall be into a number of whole shares of Common Stock in the aggregate equal to the cash product of the number of shares of Series A Preferred Stock surrendered and the Conversion Ratio in effect at such time on such date. All shares of Common Stock delivered upon conversion of the Series A Preferred Stock will upon delivery be duly and validly issued and fully paid and non-assessable, free of all liens and charges and not subject to any preemptive rights. At the Effective Time, the shares to be so converted shall no longer be deemed to be outstanding and all rights of a holder with respect to such shares surrendered for conversion shall immediately terminate except the right to receive the Common Stock and other amounts payable pursuant to this paragraph 8 and a certificate or certificates representing the shares of Series A Preferred Stock not converted. (i) Upon delivery to the Corporation of a Conversion Notice by a holder of an equivalent number shares of converted Series A Preferred Shares in lieu Stock, the right of fractional Common Sharesthe Corporation to redeem such shares of Series A Preferred Stock shall terminate, regardless of whether a notice of redemption has been mailed pursuant to paragraph 7. (dii) Except as provided above and in paragraph 8(g), the Corporation shall make no payment or adjustment for accrued and unpaid dividends on shares of Series A Preferred Stock, whether or not in arrears, on conversion of such shares or for dividends in cash on the shares of Common Stock issued upon such conversion. (i) The Partnership Corporation covenants that it will at all times reserve and keep available, free from preemptive rights, such number of its authorized but unissued shares of Common Stock as shall be required for the purpose of effecting conversions of the Series A Preferred Stock. (ii) Prior to the delivery of any securities which the Corporation shall be obligated to deliver upon conversion of the Series A Preferred Stock, the Corporation shall comply with all applicable federal and state laws and regulations which require action to be taken by the Corporation. (e) The Corporation will pay any and all documentary stamp, stamp or similar issue or transfer taxes, and any other similar taxes, taxes payable in respect of (i) the issue or delivery of OP shares of Common Units or other securities or property Stock on conversion or redemption of Class the Series A OP Preferred Units Stock pursuant hereto, and (ii) ; provided that the Corporation shall not be required to pay any tax which may be payable in respect of any transfer involved in the issue or delivery of shares of Common Shares Stock in a name other than that of the holder of the Series A Preferred Stock to be converted and no such issue or other securities delivery shall be made unless and until the Person requesting such issue or property on delivery has paid to the Corporation the amount of any such tax or has established, to the satisfaction of the Corporation, that such tax has been paid. (f) In connection with the conversion or redemption by a holder of any shares of Series A Preferred Shares Stock, no fractions of shares of Common Stock shall be required to be issued to such holder, but in lieu thereof the Corporation shall pay a cash adjustment in respect of such fractional interest in an amount equal to such fractional interest on the business day on which such shares of Series A Preferred Stock are deemed to have been converted. (i) In case the Corporation shall at any time after the date of issue of the Series A Preferred Stock (A) declare a dividend or make a distribution on Common Stock payable in Common Stock, (B) subdivide or split the outstanding Common Stock, (C) combine or reclassify the outstanding Common Stock into a smaller number of shares, (D) issue any shares of its Capital Stock in a reclassification of Common Stock (including any such reclassification in connection with a consolidation or merger in which the Corporation is the continuing corporation) or, (E) consolidate with, or merge with or into, any other Person, or engage in any reorganization, recapitalization, sale of all or substantially all of the Corporation's assets to any entity or any other transaction which, in the case of any of the transactions referred in this subclause (E), is effected in such a manner that the holders of Common Stock are entitled to receive stock, securities or assets with respect to or in exchange for Common Stock (any such transaction described in this subclause (E), an ORGANIC CHANGE), the Conversion Ratio in effect at the time of the record date for such dividend or distribution or of the effective date of such subdivision, split, combination, consolidation, merger, reclassification or Organic Change shall be proportionately adjusted, or other provision shall be made, so that the conversion of the Series A Preferred Stock after such time shall entitle the holder to receive the aggregate number of shares of Common Stock, or other securities of the Corporation (or shares of any security or cash or other property into which such shares of Common Stock have been combined, consolidated, merged, reclassified or changed, or which were otherwise receivable with respect to or in exchange for shares of Common Stock, pursuant to paragraph 8(g)(i)(C), 8(g)(i)(D) or 8(g)(i)(E) above) which, if the Series A Preferred Stock had been converted immediately prior to such time, such holder would have owned upon such conversion and been entitled to receive by virtue of such dividend, distribution, subdivision, split, combination, consolidation, merger, reclassification or Organic Change, assuming such holder of Common Stock of the Corporation (x) is not a Person with which the Corporation consolidated or into which the Corporation merged or which merged into the Corporation or in connection with which such reclassification or Organic Change was made, as the case may be (CONSTITUENT PERSON), or an affiliate of a Constituent Person and (y) failed to exercise any rights of election as to the kind or amount of securities, cash and other property receivable upon such reclassification, change, consolidation, merger or Organic Change (provided, that if the kind or amount of securities, cash and other property receivable upon such reclassification, change, consolidation, merger or Organic Change, is not the same for each share of Common Stock of the Corporation held immediately prior to such reclassification, change, consolidation, merger or Organic Change by other than a Constituent Person or an affiliate thereof and in respect of which such rights of election shall not have been exercised (NON-ELECTING share), then for the purpose of this paragraph 8(g) the kind and amount of securities, cash and other property receivable upon such reclassification, change, consolidation, merger or Organic Change by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Such adjustment shall be made successively whenever any event listed above shall occur. (ii) In case the Corporation shall issue or sell any Common Stock (other than Common Stock issued (A) pursuant to the terms Corporation's existing or future stock option plans or pursuant to any other existing or future Common Stock-related director or employee compensation plan of the General PartnerCorporation approved by the Board of Directors, (B) as consideration for the acquisition of a business or of assets, (C) in a firmly committed underwritten public offering, (D) to the Corporation's Declaration joint venture partners in exchange for interests in the relevant joint venture, (E) upon conversion of Trustshares of any series of Preferred Stock or (F) upon exercise or conversion of any security the issuance of which caused an adjustment under paragraph 8(g)(i), 8(g)(iii) or 8(g)(iv) hereof or the issuance of which did not require adjustment hereunder) without consideration or for a consideration per share less than the 30 Day Market Price on the date of such issuance, or shall issue securities convertible into Common Stock (other than such securities paid as dividends on any class of Preferred Stock) having a conversion price per share less than the 30 Day Market Price at the date of issuance of such convertible security, the Conversion Ratio to be in effect after such issuance or sale shall be determined by multiplying the Conversion Ratio in effect immediately prior to such issuance or sale by a fraction, (1) the numerator of which shall be the sum of the number of shares of Common Stock outstanding immediately prior to such issuance or sale and the number of additional shares of Common Stock to be issued or sold (or, in the case of convertible securities, issued on conversion), and (2) the denominator of which shall be the sum of (x) the number of shares of Common Stock outstanding immediately prior to such issuance or sale and (y) the number of shares of Common Stock which the aggregate consideration receivable by the Corporation for the total number of additional shares of Common Stock so issued or sold (or issuable on conversion) would purchase at the 30 Day Market Price in effect on the date of such issuance or sale. In case any portion of the consideration to be received by the Corporation shall be in a form other than cash, the fair market value of such noncash consideration shall be utilized in the foregoing computation. Such fair market value shall be determined in good faith by the Board of Directors. (iii) In case the Corporation shall fix a record date for the issuance of rights, options or warrants to the holders of its Common Stock or other securities entitling such holders to subscribe for or purchase shares of Common Stock (or securities convertible into shares of Common Stock) at a price per share of Common Stock (or having a conversion price per share of Common Stock, if a security convertible into shares of Common Stock) less than the 30 Day Market Price on such record date, the maximum number of shares of Common Stock issuable upon exercise of such rights, options or warrants (or conversion of such convertible securities) shall be deemed to have been issued and outstanding as of such record date and the Conversion Ratio shall be adjusted pursuant to paragraph 8(g)(ii) hereof, as though such maximum number of shares of Common Stock had been so issued for an aggregate consideration payable by the same may holders of such rights, options, warrants or convertible securities prior to their receipt of such shares of Common Stock. In case any portion of such consideration shall be amendedin a form other than cash, restated the fair market value of such noncash consideration shall be determined as set forth in paragraph 8(g)(ii) hereof. Such adjustment shall be made successively whenever such record date is fixed. In the event that after fixing a record date such rights, options or supplemented from time warrants are not so issued, the Conversion Ratio shall be readjusted to timethe Conversion Ratio that would then be in effect if such record date had not been fixed. In the event that such rights, options or warrants expire in whole or in part unexercised or in the event of a change in the number of shares of Common Stock to which the holders of such rights, options or warrants are entitled (other than pursuant to adjustment provisions therein comparable to those contained in this paragraph 8(g)), the Conversion Ratio shall again be adjusted as follows: (A) in the event that all of such rights, options or warrants expire unexercised, the Conversion Ratio shall be the Conversion Ratio that would then be in effect if such record date had not been fixed; (B) in the event that less than all of such rights, options or warrants expire unexercised, the Conversion Ratio shall be adjusted pursuant to paragraph 8(g)(ii) to reflect the maximum number of shares of Common Stock issuable upon exercise of such rights, options or warrants that remain outstanding (without taking into effect shares of Common Stock issuable upon exercise of rights, options or warrants that have lapsed or expired); and (C) in the event of a change in the number of shares of Common Stock to which the holders of such rights, options or warrants are entitled, the Conversion Ratio shall be adjusted to reflect the Conversion Ratio which would then be in effect if such holder had initially been entitled to such changed number of shares of Common Stock. Notwithstanding anything herein to the contrary, no further adjustment to the Conversion Ratio shall be made upon the issuance or sale of Common Stock upon the exercise of any rights, options or warrants to subscribe for or purchase Common Stock, if any adjustment in the Conversion Ratio was made or required to be made upon the record date for the issuance or sale of such rights, options or warrants under this clause 8(g)(iii). (iv) In case the Corporation shall fix a record date for the making of a distribution to holders

Conversion. (a) Each share of Class A OP Preferred Units B Common Stock shall be convertible by the General Partner as holder thereof as follows: into one (a1) Upon conversion of any number of Series A Preferred Shares into Common Shares, an equal number fully paid and nonassessable share of Class A OP Preferred Units Common Stock at the option of the holder thereof at any time upon written notice to the Corporation. Before any holder of Class B Common Stock shall automatically be converted into OP entitled to convert any shares of such Class B Common Units. The conversion ratio in effect from time to time Stock, such holder shall surrender the certificate or certificates therefor, duly endorsed, at the principal corporate office of the Corporation or of any transfer agent for the conversion Class B Common Stock, and shall give written notice to the Corporation at its principal corporate office, of the election to convert the same and shall state therein the name or names in which the certificate or certificates for shares of Class A OP Preferred Units into OP Common Units Stock are to be issued. The Corporation shall, as soon as practicable thereafter, issue and deliver at such office to such holder of Class B Common Stock, or to the nominee or nominees or such holder, a certificate or certificates for the number of shares of Class A Common Stock to which such holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior the close of business on the date of such surrender of the shares of Class B Common Stock to be converted, and the person or persons entitled to receive the shares of Class A Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Class A Common Stock as of such date. Each share of Class B Common Stock that is converted pursuant to this Section 7 5(a) shall at all times be equal to, retired by the Corporation and shall not be automatically adjusted as necessary to reflect, the conversion ratio in effect from time to time available for the conversion of Series A Preferred Shares into Common Sharesreissuance. (b) The General PartnerEach share of Class B Common Stock shall be automatically, as without further action by the holder thereof, converted into one (1) fully paid and nonassessable share of Class A OP Preferred Units Common Stock, upon the occurrence of a Transfer (as defined in Section (E)(2) of this Article IV), other than a Permitted Transfer (as defined in Section (E)(3) of this Article IV), of such share of Class B Common Stock. Each outstanding stock certificate that, immediately prior to such Transfer, represented one or more shares of Class B Common Stock subject to such Transfer shall, upon and after such Transfer, be deemed to represent an equal number of shares of Class A Common Stock, without the need for surrender or exchange thereof. The Corporation shall, upon the request of each such holder and upon receipt of such holder’s outstanding certificate, issue and deliver to such holder new certificates representing such holder’s shares of Class A Common Stock. Each share of Class B Common Stock that is converted pursuant to this Section (B)(5)(b) of Article IV shall be entitled, with respect to such Class A OP Preferred Units held, at the close of business on a Record Date, to receive the distribution payable on such units on the corresponding Distribution Payment Date (the period with respect which a distribution is made on a Distribution Payment Date called the "quarter"); provided, however, that if Class A OP Preferred Units are converted during the period between the close of business on any Record Date and the opening of business on the corresponding Distribution Payment Date then the General Partner as such holder, in addition to all accrued and unpaid distributions with respect to prior quarters, shall be entitled to receive a pro rata portion of the distribution which would have been payable on such converted Class A OP Preferred Units had such Units been outstanding for the entire quarter determined by multiplying the amount of the distribution which would have been payable on such converted Class A OP Preferred Unit had such Units been outstanding for the entire such quarter by a fraction the numerator of which is the number of days in the current quarter elapsed through the day immediately preceding the date of conversion of such converted Class A OP Preferred Units and the denominator of which is the total number of days in the current quarter; provided, further, that the General Partner as such converting holder will be required to pay to the Partnership (and the Partnership shall be entitled to deduct from the pro rata distribution which the General Partner as such holder is entitled to receive with respect to the converted Class A OP Preferred Units for such quarter) at the time of such conversion a pro rata portion of the distribution which the General Partner as such converting holder is expected to receive on the OP Common Units into which his Class A OP Preferred Units were converted for such quarter determined by multiplying the amount of the distribution which would have been payable on such OP Common Units for the immediately preceding quarter by a fraction the numerator of which is the number of days in the current quarter elapsed through the day immediately preceding the date of conversion of such converted Class A OP Preferred Units and the denominator of which is the total number of days in the current quarter. In the event that the distribution on the OP Common Units for the quarter in which the Class A OP Preferred Units are converted to OP Common Units is less than the distribution on the OP Common Units for the immediately preceding quarter, the Partnership will pay the General Partner as such holder an amount equal to the difference between (i) the pro rata portion of the distribution on the OP Common Units which the General Partner as holder was expected to receive and which was deducted retired by the Partnership pursuant to the last proviso of the preceding sentence Corporation and (ii) the pro rata portion of the distribution on the OP Common Units which the holder actually receivedshall not be available for reissuance. (c) No fractional OP Common Units shall be issued upon conversion of Class A OP Preferred Units. Instead of any fractional OP Common Units that would otherwise be deliverable upon the conversion of Class A OP Preferred UnitsThe Corporation may, the Partnership shall pay to the General Partner as holder of such converted units an amount in cash equal to the cash payable to a holder of an equivalent number of converted Series A Preferred Shares in lieu of fractional Common Shares. (d) The Partnership will pay any and all documentary stamp, issue or transfer taxes, and any other similar taxes, payable in respect of (i) the issue or delivery of OP Common Units or other securities or property on conversion or redemption of Class A OP Preferred Units pursuant hereto, and (ii) the issue or delivery of Common Shares or other securities or property on conversion or redemption of Series A Preferred Shares pursuant to the terms of the General Partner's Declaration of Trust, as the same may be amended, restated or supplemented from time to time, establish such policies and procedures, not in violation of applicable law or the other provisions of this Restated Certificate of Incorporation, relating to the conversion of the Class B Common Stock into Class A Common Stock and the dual class common stock structure contemplated by this Restated Certificate of Incorporation, including without limitation the issuance of stock certificates in connection with any such conversion, as it may deem necessary or advisable. If the Corporation has reason to believe that a Transfer giving rise to a conversion of shares of Class B Common Stock into Class A Common Stock has occurred but has not theretofore been reflected on the books of the Corporation, the Corporation may request that the holder of such shares furnish affidavits or other evidence to the Corporation as it reasonably deems necessary to determine whether a conversion of shares of Class B Common Stock to Class A Common Stock has occurred, and if such holder does not within ten (10) days after the date of such request furnish sufficient evidence to the Corporation (in the manner provided in the request) to enable the Corporation to determine that no such conversion has occurred, any such shares of Class B Common Stock, to the extent not previously converted, shall be automatically converted into shares of Class A Common Stock and the same shall thereupon be registered on the books and records of the Corporation. In connection with any action of stockholders taken at a meeting or by written consent, the stock ledger of the Corporation shall be presumptive evidence as to who are the stockholders entitled to vote in person or by proxy at any meeting of stockholders or in connection with any written consent and the classes of shares held by each such stockholder and the number of shares of each class held by such stockholder.

Conversion. Class A OP Preferred Units shall be convertible If any holder of full or fractional shares of Series C Stock surrenders to the Corporation (at the principal office of the Corporation) certificate or certificates representing all or part of the holder's shares of Series C Stock together with either (1) a certificate stating that the holder has received the advice of counsel to the effect that it is permissible under the federal banking laws and regulations applicable to the Corporation that the shares of Series C Stock represented by such certificate or certificates convert as contemplated by this Section 6 or (2) a certificate stating that the General Partner holder is transferring the holders' shares in a Widely Dispersed Offering (as holder thereof defined below) and subsequently transfers the shares in a Widely Dispersed Offering, then the shares of Series C Stock represented by such certificate or certificates will convert as follows: (a) Upon If at the time of conversion the Series B junior voting preferred stock, par value $0.01 per share, of any number the Corporation (the "Series B Stock") has not converted into the "Reference Package" of the Series B Stock in accordance with the terms of the certificate of incorporation of the Corporation relating to the Series B Stock, each share of Series A Preferred Shares C Stock of such holder will convert into Common Shares, an equal number one share (and any fractional share of Class A OP Preferred Units shall automatically be converted such holder will convert into OP Common Units. The conversion ratio in effect from time to time for the conversion same fraction of Class A OP Preferred Units into OP Common Units pursuant to this Section 7 shall at all times be equal to, and shall be automatically adjusted as necessary to reflect, the conversion ratio in effect from time to time for the conversion a share) of Series A Preferred Shares into Common Shares.B Stock; and (b) Otherwise, each share of Series C Stock of such holder will convert into the Reference Package (and any fractional share of such holder will convert into the same fraction of the Reference Package). The General Partner, as holder of Class A OP Preferred Units shall be entitled, with respect to such Class A OP Preferred Units held, at the close of business on a Record Date, to receive the distribution payable on such units on the corresponding Distribution Payment Date (the period with respect which a distribution is made on a Distribution Payment Date called the "quarter"); provided, however, that if Class A OP Preferred Units are converted during the period between the close of business on any Record Date and the opening of business on the corresponding Distribution Payment Date then the General Partner as such holder, in addition to all accrued and unpaid distributions with respect to prior quarters, shall will be entitled to receive receive, as applicable, (1) a pro rata portion certificate or certificates representing the Series B Stock into which such shares have been converted or (2) a certificate or certificates representing any capital stock comprising a part of the distribution Reference Package and into which would their shares have been payable on such converted Class A OP Preferred Units had such Units been outstanding for the entire quarter determined by multiplying the amount of the distribution which would have been payable on such converted Class A OP Preferred Unit had such Units been outstanding for the entire such quarter by a fraction the numerator of which is the number of days (and, in the current quarter elapsed through the day immediately preceding the date of conversion of such converted Class A OP Preferred Units and the denominator of which is the total number of days in the current quarter; provided, further, that the General Partner as such converting holder will be required to pay to the Partnership (and the Partnership shall be entitled to deduct from the pro rata distribution which the General Partner as such holder is entitled to receive with respect to the converted Class A OP Preferred Units for such quarter) at the time of such conversion a pro rata portion of the distribution which the General Partner as such converting holder is expected to receive on the OP Common Units into which his Class A OP Preferred Units were converted for such quarter determined by multiplying the amount of the distribution which would have been payable on such OP Common Units for the immediately preceding quarter by a fraction the numerator of which is the number of days in the current quarter elapsed through the day immediately preceding the date of conversion of such converted Class A OP Preferred Units and the denominator of which is the total number of days in the current quarter. In the event that the distribution on the OP Common Units for the quarter in which the Class A OP Preferred Units are converted to OP Common Units is less than the distribution on the OP Common Units for the immediately preceding quarter, the Partnership will pay the General Partner as such holder an amount equal to the difference between (i) the pro rata portion of the distribution on the OP Common Units which the General Partner as holder was expected to receive and which was deducted by the Partnership pursuant to the last proviso of the preceding sentence and (ii) the pro rata portion of the distribution on the OP Common Units which the holder actually received. (c) No fractional OP Common Units shall be issued upon conversion of Class A OP Preferred Units. Instead of any fractional OP Common Units that would otherwise be deliverable upon the conversion of Class A OP Preferred Units, the Partnership shall pay to the General Partner as holder of such converted units an amount in cash equal to the cash payable to a holder of an equivalent number of converted Series A Preferred Shares in lieu of fractional Common Shares. (d) The Partnership will pay any and all documentary stamp, issue or transfer taxes, and any other similar taxes, payable in respect case of (i) the issue or delivery of OP Common Units 2), any cash or other securities or property on conversion or redemption of Class A OP Preferred Units pursuant hereto, and (ii) the issue or delivery of Common Shares or other securities or property on conversion or redemption of Series A Preferred Shares pursuant to the terms of the General Partner's Declaration of Trust, as the same may be amended, restated or supplemented from time to time.then

Conversion. Class A OP Preferred Units shall be convertible by 4.1 If the General Partner as holder thereof as follows: (a) Upon conversion of any number Merger Agreement is terminated, then, following such termination, each share of Series A E Preferred Shares Stock shall automatically convert into Common Shares, an equal number [__________] shares of Class A OP Preferred Units shall automatically be converted into OP Common Units. The conversion ratio in effect Stock (as adjusted from time to time for to appropriately reflect the effect of any stock splits, reverse splits, stock dividends, combinations and other similar events affecting the shares of Class A Stock and occurring after the date of issuance of the Series E Preferred Stock). 4.2 On the effective date of the conversion of the Series E Preferred Stock pursuant to Section 4.1, all rights with respect to the shares of Series E Preferred Stock so converted, including the rights, if any, to receive notices, will terminate, except the rights of Holders thereof to (1) receive certificates for the number of shares of Class A OP Stock into which such shares of Series E Preferred Units into OP Common Units Stock have been converted; and (2) exercise the rights to which they are entitled as Holders of Class A Stock. 4.3 The Issuer shall at all times reserve and keep available for issuance upon the conversion of the Series E Preferred Stock, free from preemptive rights, such number of its authorized but unissued shares of Class A Stock as will from time to time be sufficient to permit the conversion of all outstanding shares of Series E Preferred Stock, and shall take all action required to increase the authorized number of shares of each class of Class A Stock if at any time there shall be insufficient authorized unissued shares of Class A Stock to permit such reservation or to permit the conversion of all outstanding shares of Series E Preferred Stock. 4.4 If any shares of Class A Stock that would be issuable upon conversion pursuant to this Section 7 shall at all times 4 require registration with or approval of any Governmental Authority before such shares may be equal to, and shall be automatically adjusted as necessary to reflectissued upon conversion, the conversion ratio in effect from time Issuer will as expeditiously as possible cause such shares to time for the conversion of Series A Preferred Shares into Common Shares. (b) The General Partnerbe duly registered or approved, as holder the case may be. The Issuer will use commercially reasonable efforts to list the shares of Class A OP Stock required to be delivered upon conversion of shares of Series E Preferred Units shall be entitled, with respect Stock prior to such delivery upon the principal national securities exchange or association, if any, upon which the outstanding Class A OP Preferred Units held, at the close of business on a Record Date, to receive the distribution payable on such units on the corresponding Distribution Payment Date (the period with respect which a distribution Stock is made on a Distribution Payment Date called the "quarter"); provided, however, that if Class A OP Preferred Units are converted during the period between the close of business on any Record Date and the opening of business on the corresponding Distribution Payment Date then the General Partner as such holder, in addition to all accrued and unpaid distributions with respect to prior quarters, shall be entitled to receive a pro rata portion of the distribution which would have been payable on such converted Class A OP Preferred Units had such Units been outstanding for the entire quarter determined by multiplying the amount of the distribution which would have been payable on such converted Class A OP Preferred Unit had such Units been outstanding for the entire such quarter by a fraction the numerator of which is the number of days in the current quarter elapsed through the day immediately preceding the date of conversion of such converted Class A OP Preferred Units and the denominator of which is the total number of days in the current quarter; provided, further, that the General Partner as such converting holder will be required to pay to the Partnership (and the Partnership shall be entitled to deduct from the pro rata distribution which the General Partner as such holder is entitled to receive with respect to the converted Class A OP Preferred Units for such quarter) listed at the time of such conversion a pro rata portion of the distribution which the General Partner as such converting holder is expected to receive on the OP Common Units into which his Class A OP Preferred Units were converted for such quarter determined by multiplying the amount of the distribution which would have been payable on such OP Common Units for the immediately preceding quarter by a fraction the numerator of which is the number of days in the current quarter elapsed through the day immediately preceding the date of conversion of such converted Class A OP Preferred Units and the denominator of which is the total number of days in the current quarter. In the event that the distribution on the OP Common Units for the quarter in which the Class A OP Preferred Units are converted to OP Common Units is less than the distribution on the OP Common Units for the immediately preceding quarter, the Partnership will pay the General Partner as such holder an amount equal to the difference between (i) the pro rata portion of the distribution on the OP Common Units which the General Partner as holder was expected to receive and which was deducted by the Partnership pursuant to the last proviso of the preceding sentence and (ii) the pro rata portion of the distribution on the OP Common Units which the holder actually receiveddelivery. (c) No fractional OP Common Units shall be issued upon conversion of Class A OP Preferred Units. Instead of any fractional OP Common Units that would otherwise be deliverable upon the conversion of Class A OP Preferred Units, the Partnership shall pay to the General Partner as holder of such converted units an amount in cash equal to the cash payable to a holder of an equivalent number of converted Series A Preferred Shares in lieu of fractional Common Shares. (d) The Partnership will pay any and all documentary stamp, issue or transfer taxes, and any other similar taxes, payable in respect of (i) the issue or delivery of OP Common Units or other securities or property on conversion or redemption of Class A OP Preferred Units pursuant hereto, and (ii) the issue or delivery of Common Shares or other securities or property on conversion or redemption of Series A Preferred Shares pursuant to the terms of the General Partner's Declaration of Trust, as the same may be amended, restated or supplemented from time to time.

Conversion. Class A OP Preferred Units shall be convertible by (i) If a Change of Control occurs or a Qualified Initial Public Offering occurs prior to repayment of this Note in full, then Investor has the General Partner as holder thereof as follows:right, at Investor’s option, to convert the outstanding principal amount of this Note and all accrued and unpaid interest on this Note immediately prior to the closing of such Change of Control or Qualified Initial Public Offering into fully paid and nonassessable shares of the Company’s Common Stock at a price per share equal to the Conversion Price. (aii) Upon If the Company shall have delivered a Prepayment Notice, then the Investor has the right, at Investor’s option, to convert the outstanding principal amount of this Note to be prepaid and all accrued and unpaid interest thereon immediately prior to the scheduled prepayment date into fully paid and nonassessable shares of the Company’s Common Stock at a price per share equal to the conversion price of any number the series of preferred stock of the Company (other than Series A Preferred Shares into Stock) first issued by the Company subsequent to the Initial Closing (as defined in the Purchase Agreement) or (ii) if no such shares shall have been issued, the fair market value per share of the Company’s Common SharesStock, an equal as determined by the Board of Directors of the Company (the “Board”) in good faith (such determination of the fair market value of the Common Stock shall be not be based on any valuation report prepared for purposes of valuing Common Stock as provided under Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and guidance thereunder (“Section 409A”); furthermore, any such valuation shall be based on a methodology for determination of the fair market value of the Common Stock which assumes that the number of Class A OP Preferred Units shall automatically be converted into OP shares of Common Units. The conversion ratio in effect from time to time for Stock outstanding includes the conversion of Class A OP Preferred Units all outstanding securities convertible into OP or exchangeable for Common Units pursuant to this Section 7 shall at all times be equal Stock on an as-converted (including, but not limited to, the preferred stock and shall be automatically adjusted as necessary to reflect, any convertible debt instruments of the conversion ratio in effect from time to time for the conversion of Series A Preferred Shares into Common Shares. (b) The General Partner, as holder of Class A OP Preferred Units shall be entitled, with respect to such Class A OP Preferred Units held, at the close of business on a Record Date, to receive the distribution payable on such units on the corresponding Distribution Payment Date (the period with respect which a distribution is made on a Distribution Payment Date called the "quarter"Company)); provided, however, that if Class A OP Preferred Units are converted during the period between Investor disputes the close Board’s determination of business on any Record Date and fair market value of the opening of business on Company’s Common Stock, the corresponding Distribution Payment Date then the General Partner as such holder, in addition to all accrued and unpaid distributions with respect to prior quarters, Investor shall be entitled to receive a pro rata portion have the fair market value of the distribution which would have been payable on such converted Class A OP Preferred Units had such Units been outstanding for the entire quarter Company’s Common Stock determined by multiplying an independent appraiser selected by the amount Investor and reasonably acceptable to the Company (such determination of the distribution fair market value of the Common Stock shall be not be based on any valuation report prepared for purposes of valuing Common Stock as provided under Section 409A; furthermore, any such valuation shall be based on a methodology for determination of the fair market value of the Common Stock which would have been payable on such converted Class A OP Preferred Unit had such Units been outstanding for the entire such quarter by a fraction the numerator of which is assumes that the number of days in the current quarter elapsed through the day immediately preceding the date shares of conversion of such converted Class A OP Preferred Units and the denominator of which is the total number of days in the current quarter; provided, further, that the General Partner as such converting holder will be required to pay to the Partnership (and the Partnership shall be entitled to deduct from the pro rata distribution which the General Partner as such holder is entitled to receive with respect to the converted Class A OP Preferred Units for such quarter) at the time of such conversion a pro rata portion of the distribution which the General Partner as such converting holder is expected to receive on the OP Common Units into which his Class A OP Preferred Units were converted for such quarter determined by multiplying the amount of the distribution which would have been payable on such OP Common Units for the immediately preceding quarter by a fraction the numerator of which is the number of days in the current quarter elapsed through the day immediately preceding the date of conversion of such converted Class A OP Preferred Units and the denominator of which is the total number of days in the current quarter. In the event that the distribution on the OP Common Units for the quarter in which the Class A OP Preferred Units are converted to OP Common Units is less than the distribution on the OP Common Units for the immediately preceding quarter, the Partnership will pay the General Partner as such holder an amount equal to the difference between (i) the pro rata portion of the distribution on the OP Common Units which the General Partner as holder was expected to receive and which was deducted by the Partnership pursuant to the last proviso of the preceding sentence and (ii) the pro rata portion of the distribution on the OP Common Units which the holder actually received. (c) No fractional OP Common Units shall be issued upon conversion of Class A OP Preferred Units. Instead of any fractional OP Common Units that would otherwise be deliverable upon Stock outstanding includes the conversion of Class A OP Preferred Unitsall outstanding securities convertible into or exchangeable for Common Stock on an as-converted (including, but not limited to, the Partnership shall pay to the General Partner as holder of such converted units an amount in cash equal to the cash payable to a holder of an equivalent number of converted Series A Preferred Shares in lieu of fractional Common Shares. (d) The Partnership will pay any and all documentary stamp, issue or transfer taxes, preferred stock and any other similar taxes, payable in respect of (i) the issue or delivery of OP Common Units or other securities or property on conversion or redemption of Class A OP Preferred Units pursuant hereto, and (ii) the issue or delivery of Common Shares or other securities or property on conversion or redemption of Series A Preferred Shares pursuant to the terms convertible debt instruments of the General Partner's Declaration Company)). All costs of Trust, as any appraisal under this Section 4(a)(ii) shall be paid equally by the same may be amended, restated or supplemented from time to timeCompany and the Investor.

Conversion. Class A OP Preferred Units shall be convertible by the General Partner as holder thereof as follows: (a) Upon conversion Each share of this Series may be converted at any number time, at the option of Series A Preferred Shares the holder thereof, in the manner hereinafter provided, into fully-paid and nonassessable Common Shares, an equal number provided, however, that on any redemption of Class A OP Preferred Units shall automatically be converted into OP Common Units. The conversion ratio in effect from time to time for any shares of this Series or any liquidation of the conversion of Class A OP Preferred Units into OP Common Units pursuant to this Section 7 shall at all times be equal to, and shall be automatically adjusted as necessary to reflectCorporation, the right of conversion ratio in effect from time to time for the conversion of Series A Preferred Shares into Common Shares. (b) The General Partner, as holder of Class A OP Preferred Units shall be entitled, with respect to such Class A OP Preferred Units held, terminate at the close of business on the full business day next preceding the date fixed for such redemption or for the payment of any amounts distributable on liquidation to the holders of the shares of this Series. The initial conversion rate for shares of this Series shall be one Common Share for each one share of this Series surrendered for conversion, representing an initial conversion price (for purposes of Section 7(g)) of U.S. $1.35 per share of the Corporation's Common Shares (hereinafter, the "Conversion Price"). The applicable conversion rate and Conversion Price from time to time in effect are subject to adjustment as hereinafter provided. (b) Whenever the Conversion Price shall be adjusted as provided in Section 7(g) hereof, the Corporation shall forthwith file at each office designated for the conversion of the shares of this Series, a Record Datestatement, signed by any of the Chairman of the Board, the President, any Vice President or the Treasurer of the Corporation, showing in reasonable detail the facts requiring such adjustment. The Corporation shall also cause a notice setting forth any such adjustments to be sent by mail, first class, postage prepaid, to receive the distribution payable on such units each record holder of shares of this Series at his or its address appearing on the corresponding Distribution Payment Date stock register. If such notice relates to an adjustment resulting from an event referred to in paragraph 7(g)(vii), such notice shall be included as part of the notice required to be mailed and published under the provisions of paragraph 7(g)(vii) hereof. (c) The right of conversion shall be exercised by the holder by the surrender of the certificates representing shares of this Series to be converted to the Corporation at any time during normal business hours at the office or agency then maintained by it for the conversion of shares of this Series (the period with respect which a distribution is made on a Distribution Payment Date called the "quarterConversion Office"), accompanied by written notice to the Corporation of such holder's election to convert and, if so required by the Corporation or any conversion agent, by an instrument of transfer, in form satisfactory to the Corporation and to any conversion agent, duly executed by the registered holder or by such holder's duly authorized attorney, and transfer tax stamps or funds therefor, if required pursuant to Section 7(k). (d) As promptly as practicable after the surrender for conversion of one or more certificates representing any shares of this Series in the manner provided in Section 7(c) and the payment in cash of any amount required by the provisions of Section 7(k), the Corporation will deliver or cause to be delivered at the Conversion Office to or upon the written order of the holder of such shares, a certificate or certificates representing the number of full Common Shares issuable upon such conversion, issued in such name or names as such holder may direct, subject to any applicable contractual restrictions and any restrictions imposed by applicable securities laws. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of certificates representing shares of this Series in proper order for conversion, and all rights of the holder of such shares as a holder of such shares shall cease at such time, and the person or persons in whose name or names the certificates for such Common Shares are to be issued shall be treated for all purposes as having become the record holder or holders thereof at such time; provided, however, that if Class A OP Preferred Units any such surrender on any date when the stock transfer books of the Corporation shall be closed shall constitute the person or persons in whose name or names the certificates for such Common Shares are converted during to be issued as the period between record holder or holders thereof for all purposes immediately prior to the close of business on any Record Date the next succeeding day on which such stock transfer books are opened. (e) Upon conversion in the manner provided in this Section 7 of only a portion of the number of shares of this Series represented by a certificate so surrendered for conversion, the Corporation shall issue and deliver or cause to be delivered at the opening Conversion Office to or upon the written order of business on the corresponding Distribution Payment Date then holder of the General Partner certificate so surrendered for conversion, at the expense of the Corporation, a new certificate or certificates representing the number of shares of this Series representing the unconverted portion of the certificate so surrendered, issued in such name or names as such holderholder may direct, in addition subject to any applicable contractual restrictions and any restrictions imposed by applicable securities laws. (f) All shares of this Series which shall have been surrendered for conversion as herein provided shall no longer be deemed to be outstanding and all accrued and unpaid distributions rights with respect to prior quarterssuch shares, including the rights, if any, to receive notices and to vote, shall be entitled forthwith cease and terminate except only the right of the holder thereof to receive a pro rata portion Common Shares in exchange therefor. Any shares of the distribution which would have been payable on such this Series so converted Class A OP Preferred Units had such Units been outstanding for the entire quarter determined by multiplying the amount of the distribution which would have been payable on such converted Class A OP Preferred Unit had such Units been outstanding for the entire such quarter by a fraction the numerator of which is the number of days in the current quarter elapsed through the day immediately preceding the date of conversion of such converted Class A OP Preferred Units shall be retired and canceled and shall not be reissued, and the denominator of which is the total number of days in the current quarter; provided, further, that the General Partner as such converting holder will be required to pay to the Partnership (and the Partnership shall be entitled to deduct from the pro rata distribution which the General Partner as such holder is entitled to receive with respect to the converted Class A OP Preferred Units for such quarter) at the time of such conversion a pro rata portion of the distribution which the General Partner as such converting holder is expected to receive on the OP Common Units into which his Class A OP Preferred Units were converted for such quarter determined by multiplying the amount of the distribution which would have been payable on such OP Common Units for the immediately preceding quarter by a fraction the numerator of which is the number of days in the current quarter elapsed through the day immediately preceding the date of conversion of such converted Class A OP Preferred Units and the denominator of which is the total number of days in the current quarter. In the event that the distribution on the OP Common Units for the quarter in which the Class A OP Preferred Units are converted to OP Common Units is less than the distribution on the OP Common Units for the immediately preceding quarter, the Partnership will pay the General Partner as such holder an amount equal to the difference between (i) the pro rata portion of the distribution on the OP Common Units which the General Partner as holder was expected to receive and which was deducted by the Partnership pursuant to the last proviso of the preceding sentence and (ii) the pro rata portion of the distribution on the OP Common Units which the holder actually received. (c) No fractional OP Common Units shall be issued upon conversion of Class A OP Preferred Units. Instead of any fractional OP Common Units that would otherwise be deliverable upon the conversion of Class A OP Preferred Units, the Partnership shall pay to the General Partner as holder of such converted units an amount in cash equal to the cash payable to a holder of an equivalent number of converted Series A Preferred Shares in lieu of fractional Common Shares. (d) The Partnership will pay any and all documentary stamp, issue or transfer taxes, and any other similar taxes, payable in respect of (i) the issue or delivery of OP Common Units or other securities or property on conversion or redemption of Class A OP Preferred Units pursuant hereto, and (ii) the issue or delivery of Common Shares or other securities or property on conversion or redemption of Series A Preferred Shares pursuant to the terms of the General Partner's Declaration of Trust, as the same Corporation may be amended, restated or supplemented from time to timetime take such appropriate action as may be necessary to reduce the authorized shares of this Series accordingly.

Conversion. Class A OP Preferred Units shall be convertible by If any and all amounts due hereunder are not paid in full on or before the General Partner as holder thereof as follows: (a) Upon conversion closing of any number of Series A Preferred Shares into Common Shares, an equal number of Class A OP Preferred Units shall automatically be converted into OP Common Units. The conversion ratio in effect from time to time for the conversion of Class A OP Preferred Units into OP Common Units pursuant to this Section 7 shall at all times be equal to, and shall be automatically adjusted as necessary to reflect, the conversion ratio in effect from time to time for the conversion of Series A Preferred Shares into Common Shares. (b) The General Partner, as holder of Class A OP Preferred Units shall be entitled, with respect to such Class A OP Preferred Units helda Qualified Financing, at the close election of business on a Record DateHolder, to receive the distribution payable on such units on the corresponding Distribution Payment Date (the period entire principal balance of this Note, together with respect which a distribution is made on a Distribution Payment Date called the "quarter"); provided, however, that if Class A OP Preferred Units are converted during the period between the close of business on any Record Date and the opening of business on the corresponding Distribution Payment Date then the General Partner as such holder, in addition to all accrued and unpaid distributions with respect to prior quartersinterest thereon, shall be entitled convert into fully paid and non-assessable shares (rounded up to receive a pro rata portion the nearest whole share) of the distribution which would have been payable on such converted Class A OP Preferred Units had such Units been outstanding for the entire quarter determined by multiplying the amount series of preferred stock of the distribution which would have been payable on Company issued pursuant to such converted Class A OP Preferred Unit had Qualified Financing (the “Conversion Shares”), such Units been outstanding for conversion to occur promptly following the entire such quarter delivery by Holder of a fraction Notice of Conversion, the numerator form of which is the attached hereto as Annex A (each, a “Notice of Conversion”). The number of days in Conversion Shares to be issued to Holder upon conversion of this Note pursuant to a Qualified Financing shall be equal to the current quarter elapsed through quotient obtained by dividing the day immediately preceding entire principal balance of this Note, together with any accrued and unpaid interest thereon, as of the date of conversion conversion, by the Mandatory Conversion Price. A “Qualified Financing” shall mean sale (or series of such converted Class A OP Preferred Units and the denominator related sales, all of which is are consummated within ninety (90) days of each other) by the total number Company of days in shares of preferred stock after March 27, 2020 with the current quarter; provided, further, that the General Partner as such converting holder will be required to pay principal purpose of raising capital and with aggregate gross cash proceeds to the Partnership (and the Partnership shall be entitled to deduct from the pro rata distribution which the General Partner as such holder is entitled to receive with respect to the converted Class A OP Preferred Units for such quarter) at the time Company of such conversion a pro rata portion of the distribution which the General Partner as such converting holder is expected to receive on the OP Common Units into which his Class A OP Preferred Units were converted for such quarter determined by multiplying the amount of the distribution which would have been payable on such OP Common Units for the immediately preceding quarter by a fraction the numerator of which is the number of days in the current quarter elapsed through the day immediately preceding the date of conversion of such converted Class A OP Preferred Units and the denominator of which is the total number of days in the current quarter. In the event that the distribution on the OP Common Units for the quarter in which the Class A OP Preferred Units are converted to OP Common Units is not less than the distribution on the OP Common Units for the immediately preceding quarter, the Partnership will pay the General Partner as $3,600,000 (or such holder an other amount equal to the difference between (i) the pro rata portion approved in writing by Holder). The issuance of the distribution on the OP Common Units which the General Partner as holder was expected to receive and which was deducted by the Partnership pursuant to the last proviso of the preceding sentence and (ii) the pro rata portion of the distribution on the OP Common Units which the holder actually received. (c) No fractional OP Common Units shall be issued upon conversion of Class A OP Preferred Units. Instead of any fractional OP Common Units that would otherwise be deliverable upon the conversion of Class A OP Preferred Units, the Partnership shall pay to the General Partner as holder of such converted units an amount in cash equal to the cash payable to a holder of an equivalent number of converted Series A Preferred Shares in lieu of fractional Common Shares. (d) The Partnership will pay any and all documentary stamp, issue or transfer taxes, and any other similar taxes, payable in respect of (i) the issue or delivery of OP Common Units or other securities or property on conversion or redemption of Class A OP Preferred Units pursuant hereto, and (ii) the issue or delivery of Common Shares or other securities or property on conversion or redemption of Series A Preferred Conversion Shares pursuant to the conversion of this Note in connection with a Qualified Financing shall be upon and subject to the same terms and conditions applicable to the Conversion Shares sold in the Qualified Financing. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion from be required. To effect conversions hereunder, the Holder shall physically surrender this Note to the Company as promptly as is reasonably practicable after Holder’s receipt of the General Partner's Declaration Conversion Shares. Upon conversion of Trustthis Note in full, Company shall be forever released from all its obligations and liabilities under this Note and this Note shall be deemed to be cancelled as of such time and any collateral of the same may Company pledged under the Security Agreement shall be amended, restated or supplemented from time to timereleased.”

Conversion. Class A OP (a) Except as provided in the next succeeding sentence, each share of the Convertible Preferred Units Stock shall be convertible by at any time, after the General Partner Requisite NYSE Shareholder Approval is obtained, at the option of the Holder thereof, into validly issued, fully paid and non-assessable shares of the Company Common Stock ("Conversion Shares") at the Conversion Price, determined as holder thereof as follows: (a) Upon conversion of any number of Series A Preferred Shares into Common Shareshereinafter provided, an equal number of Class A OP Preferred Units shall automatically be converted into OP Common Units. The conversion ratio in effect from at the time of conversion. Unless default be made in the payment in full of the Redemption Price and any accrued and unpaid dividends, shares of Convertible Preferred Stock called for redemption in accordance with the terms herein shall cease to time for the conversion of Class A OP Preferred Units be convertible into OP Common Units pursuant to this Section 7 shall at all times be equal to, and shall be automatically adjusted as necessary to reflect, the conversion ratio in effect from time to time for the conversion of Series A Preferred Conversion Shares into Common Shares. (b) The General Partner, as holder of Class A OP Preferred Units shall be entitled, with respect to such Class A OP Preferred Units held, at the close of business on the redemption date. The Conversion Price shall be initially $5.25 per share. The number of Conversion Shares issuable upon conversion of a Record Date, to receive share of Convertible Preferred Stock is determined by dividing the distribution payable on such units Liquidation Price (inclusive of any accrued and unpaid dividends) of a share of Convertible Preferred Stock by the Conversion Price in effect on the corresponding Distribution Payment Conversion Date (as hereinafter defined) and rounding the period result to the nearest 1/100th of a share. The Conversion Price shall be subject to adjustment as provided below. Upon conversion, any accrued and unpaid dividends on the Convertible Preferred Stock shall be paid to the Holder thereof in accordance with respect which the provisions of Section 3. If a distribution is made on a Distribution Payment Date called holder converts more than one share at the "quarter"); providedsame time, howeverthe number of full shares issuable upon the conversion shall be based upon the total number of shares converted. (b) In order to convert shares of the Convertible Preferred Stock into Conversion Shares, the Holder thereof shall surrender at the office of any transfer agent for the Convertible Preferred Stock (or in the absence of any transfer agent, the Corporation) the certificate or certificates therefor, duly endorsed to the Corporation or in blank, and give written notice to the Corporation at said office that if Class A OP he or she elects to convert such shares. Shares of the Convertible Preferred Units are Stock shall be deemed to have been converted during the period between immediately prior to the close of business on any Record Date the date of surrender of such shares for conversion in accordance with the foregoing provisions (hereinafter the "Conversion Date"), and the opening person or persons entitled to receive Conversion Shares issuable upon such conversion shall be treated for all purposes as the record holder or holders of business on such Conversion Shares at such time. As promptly as practicable after the corresponding Distribution Payment Date then Conversion Date, the General Partner Corporation shall issue and deliver at said office the certificate or certificates for the number of full Conversion Shares issuable upon such conversion, together with a cash payment in lieu of any fraction of a Conversion Share, as hereinafter provided, to the person or persons entitled to receive the same or to the nominee or nominees of such holder, person or persons. (c) The Conversion Price shall be subject to adjustment as follows: (i) In case the Corporation shall (i) pay a dividend in addition shares of any class of its Common Stock to all accrued and unpaid distributions with respect holders of such class, (ii) make a distribution in shares of any class of its Common Stock to all holders of such class, (iii) subdivide any of its outstanding Common Stock into a greater number of shares, or (iv) combine any of its outstanding Common Stock into a smaller number of shares, the Conversion Price in effect immediately prior quarters, thereto shall be adjusted so that the holder of any shares of Convertible Preferred Stock thereafter surrendered for conversion shall be entitled to receive a pro rata portion that number of Conversion Shares representing the distribution percentage of all outstanding shares of Common Stock which the Holder would have been payable on such converted Class A OP Preferred Units owned had such Units Convertible Preferred Stock been outstanding converted immediately prior to the happening of such event and the Conversion Price shall be adjusted accordingly. An adjustment made pursuant to this subsection (i) shall become effective immediately after the record date in the case of a dividend in shares or distribution and shall become effective immediately after the effective date in the case of subdivision or combination. (ii) In case the Corporation shall issue Equity Equivalents to all or substantially all holders of any class of its Common Stock or to any other person (other than the Holders) entitling such person or persons to subscribe for, purchase or otherwise acquire shares of Common Stock (or securities in any manner representing the right to acquire Common Stock) at a price per share that is less than the then Current Market Price per share of Common Stock (as determined in accordance with subsection (v) below) at the record date for the entire quarter determination of shareholders entitled to receive such Equity Equivalents on the date of issuance thereof or, with respect to issuances to persons other than Holders, on the issue date, as applicable, the Conversion Price in effect immediately prior thereto shall be adjusted so that the same shall equal the price determined by multiplying the amount of the distribution which would have been payable on Conversion Price in effect immediately prior to such converted Class A OP Preferred Unit had such Units been outstanding for the entire such quarter record date or issue date, as applicable, by a fraction of which the numerator of which is shall be the number of days in shares of Common Stock outstanding on such record date or issue date, as applicable, plus the current quarter elapsed through number of shares which the day immediately preceding the date aggregate offering price of conversion of such converted Class A OP Preferred Units and the denominator of which is the total number of days shares of Common Stock so offered, (or the aggregate conversion price of the convertible securities so offered) would purchase at such Current Market Price (as defined in subsection (iv) below), and of which the current quarter; provideddenominator shall be the number of shares of Common Stock outstanding on such record date or issue date, furtheras applicable, plus the number of additional shares of Common Stock offered (or into which the convertible securities so offered are convertible). Such adjustment shall be made successively whenever any Equity Equivalents are issued, and shall become effective immediately after such record date or such sale date, as applicable. If at the end of the period during which such Equity Equivalents are exercisable not all such Equity Equivalents shall have been exercised, the adjusted Conversion Price shall be readjusted to what it would have been based upon the number of additional shares of Common Stock actually issued (or the number of shares of Common Stock issuable upon conversion of convertible securities actually issued). (iii) In case the Corporation shall distribute to all or substantially all holders of any class of Common Stock any shares of capital stock of the Corporation (other than Common Stock), evidences of indebtedness or other non-cash assets (including securities of any company other than the Corporation), or shall distribute to all or substantially all holders of any class of Common Stock rights or warrants to subscribe for or purchase any of its securities (excluding those referred to in subsection (ii) above), then in each such case the Conversion Price shall be adjusted so that the General Partner as such converting holder will be required to pay same shall equal the price determined by multiplying the Conversion Price in effect immediately prior to the Partnership (and date of such distribution by a fraction of which the Partnership numerator shall be entitled the Current Market Price per share (as defined in subsection (iv) below) of the Conversion Shares on the record date mentioned below less the fair market value on such record date (as reasonably determined by the Board of Directors, whose determination shall be conclusive evidence of such fair market value) of the portion of the capital stock or assets or evidences of indebtedness so distributed or of such rights or warrants applicable to deduct from one share of Common Stock (determined on the pro rata distribution basis of the number of shares of Common Stock outstanding on the record date), and of which the General Partner denominator shall be the Current Market Price per share (as defined in subsection (iv) below) of the Conversion Shares on such holder is record date. Such adjustment shall become effective immediately after the record date for the determination of shareholders entitled to receive with respect such distribution. (i) if such conversion occurs on or prior to the converted Class A OP Preferred Units date for the distribution to the holders of Rights of separate certificates evidencing such quarter) Rights (the "Distribution Date"), the same number of Rights to which a holder of a number of shares of Common Stock equal to the number of Conversion Shares is entitled at the time of such conversion a pro rata portion in accordance with the terms and provisions of the distribution which the General Partner as such converting holder is expected to receive on the OP Common Units into which his Class A OP Preferred Units were converted for such quarter determined by multiplying the amount of the distribution which would have been payable on such OP Common Units for the immediately preceding quarter by a fraction the numerator of which is the number of days in the current quarter elapsed through the day immediately preceding the date of conversion of such converted Class A OP Preferred Units and the denominator of which is the total number of days in the current quarter. In the event that the distribution on the OP Common Units for the quarter in which the Class A OP Preferred Units are converted to OP Common Units is less than the distribution on the OP Common Units for the immediately preceding quarter, the Partnership will pay the General Partner as such holder an amount equal applicable to the difference between (i) the pro rata portion of the distribution on the OP Common Units which the General Partner as holder was expected to receive and which was deducted by the Partnership pursuant to the last proviso of the preceding sentence Rights and (ii) if such conversion occurs after the pro rata portion Distribution Date, the same number of Rights to which a holder of the distribution number of shares of Common Stock into which the principal amount of the security so converted was convertible immediately prior to the Distribution Date would have been entitled on the OP Common Units which Distribution Date in accordance with the holder actually receivedterms and provisions of and applicable to the Rights. (civ) No fractional OP Common Units For the purpose of any computation under subsections (ii) and (iii) of this Section 9(c), the current market price (the "Current Market Price") per Conversion Share on any date shall be issued upon conversion of Class A OP Preferred Units. Instead of any fractional OP Common Units that would otherwise deemed to be deliverable upon the conversion of Class A OP Preferred Units, the Partnership shall pay to the General Partner as holder of such converted units an amount in cash equal to the cash payable average of the daily closing prices of the Common Stock on the NYSE or, if not then listed or traded on the NYSE, such other exchange, market or system that the Common Stock is then listed or traded on for the 10 trading days immediately prior to a holder the record date or date of issuance with respect to distributions, issuances or other events requiring such computation under subsection (ii) or (iii) above; provided that in the case of an equivalent number underwritten public offering of Equity Equivalents which are currently traded, the Current Market Price shall be the closing price of the Common Stock on the issuance date, less an allowance for a customary discount to the current market trading price which is reasonably required to effect such offering. The closing price for each day shall be the closing price on the NYSE or the last reported sales price or, if the Conversion Shares are not listed or admitted to trading on the NYSE, on the principal national securities exchange on which the Conversion Shares are listed or admitted to trading or, if not listed or admitted to trading on any national securities exchange, the closing sales price of the Conversion Shares as quoted by NASDAQ or, in case no reported sale takes place, the average of the closing bid and asked prices as quoted by NASDAQ or any comparable system or, if the Conversion Shares are not quoted on NASDAQ or any comparable system, the closing sales price or, in case no reported sale takes place, the average of the closing bid and asked prices, as furnished by any two members of the National Association of Securities Dealers, Inc. selected from time to time by the Corporation for that purpose. If no such prices are available, the Current Market Price per share shall be the fair value of a Conversion Share as reasonably determined by the Board of Directors. (v) In any case in which this Section 9 shall require that an adjustment be made following a record date the Corporation may elect to defer (but only until five Business Days following the mailing by the Corporation to the holders of the notice of adjustment described in subsection (ix) below) issuing to the Holder of any Convertible Preferred Stock converted Series A Preferred after such record date the Conversion Shares and other capital stock of the Corporation issuable upon such conversion over and above the Conversion Shares and other capital stock of the Corporation issuable upon such conversion only on the basis of the Conversion Price prior to adjustment; and, in lieu of fractional Common Shares. (d) The Partnership will pay any and all documentary stampthe shares the issuance of which is so deferred, the Corporation shall issue or cause its transfer taxes, and agents to issue due bills or other appropriate evidence prepared by the Corporation of the right to receive such shares. If any other similar taxes, payable distribution in respect of (i) the issue or delivery of OP Common Units or other securities or property on conversion or redemption of Class A OP Preferred Units pursuant hereto, and (ii) the issue or delivery of Common Shares or other securities or property on conversion or redemption of Series A Preferred Shares pursuant which an adjustment to the terms Conversion Price is required to be made as of the General Partner's Declaration of Trustrecord date therefor is not thereafter made or paid by the Corporation for any reason, as the same may Conversion Price shall be amended, restated readjusted to the Conversion Price which would then be in effect if such record date had not been fixed or supplemented from time to timesuch effective date had not occurred.

Conversion. (i) Each outstanding share of Class A OP Preferred Units Common Stock shall be convertible by automatically convert into one share of Class C Common Stock immediately upon (A) the General Partner as transfer thereof to any Person other than a Permitted Transferee who is also a Principal or a Related Party or (B) the occurrence of a Class B Event, in either case with no further action on the part of any holder thereof as follows:thereof. (aii) Upon the conversion of any number of Series A Preferred Shares into Common Shares, an equal number shares of Class A OP Preferred Units Common Stock pursuant to clause (i) above, the holder thereof shall automatically be converted into OP Common Units. The conversion ratio in effect from time to time for promptly surrender the conversion certificate or certificates representing the shares of Class A OP Preferred Units into OP Common Units Stock so converted, duly endorsed, to the Secretary of the Corporation or to any transfer agent for the Class A Common Stock. If so required by the Corporation, any certificate for shares surrendered for conversion shall be accompanied by instruments of transfer, in form satisfactory to the Corporation, duly executed by the holder of such shares or the duly authorized representative of such holder. Upon receipt by the Secretary or transfer agent of the foregoing certificate or certificates and, if required, instruments of transfer, the Corporation shall cause to be issued to the holder who surrendered the certificate or certificates representing shares of Class A Common Stock or such holder's nominee or nominees, a certificate or certificates representing either (A) the appropriate number of shares of Class C Common Stock (in the case of a conversion pursuant to this Section 7 shall at all times be equal toclause (i)(A) above) or (B) one share of Class C Common Stock for each share of Class A Common Stock represented by such surrendered certificate (in the case of a conversion pursuant to clause (i)(B) above), and shall be automatically adjusted issue and deliver to such holder, or such holder's nominee or nominees, such certificate or certificates as necessary well as, in the case of a conversion pursuant to reflectclause (i)(A) above, the conversion ratio in effect from time to time for the conversion of Series A Preferred Shares into Common Shares. (b) The General Partner, as holder a certificate or certificates representing any shares of Class A OP Preferred Units Common Stock represented by such surrendered certificate that were not transferred in a manner that effected a conversion thereof into shares of Class C Common Stock. Such conversion shall be entitled, with respect deemed to such Class A OP Preferred Units held, have been effected at the close of business on a Record Datethe date of the occurrence of the event giving rise to such conversion, and the Person or Persons entitled to receive the distribution payable on shares of Class C Common Stock issuable upon such units on the corresponding Distribution Payment Date (the period with respect which a distribution is made on a Distribution Payment Date called the "quarter"); provided, however, that if Class A OP Preferred Units are converted during the period between the close of business on any Record Date and the opening of business on the corresponding Distribution Payment Date then the General Partner as such holder, in addition to all accrued and unpaid distributions with respect to prior quarters, conversion shall be entitled treated for all purposes as the record holder or holders of such shares of Class C Common Stock on that date. (iii) A number of shares of Class C Common Stock equal to receive a pro rata portion of the distribution which would have been payable on such converted Class A OP Preferred Units had such Units been outstanding for the entire quarter determined by multiplying the amount of the distribution which would have been payable on such converted Class A OP Preferred Unit had such Units been outstanding for the entire such quarter by a fraction the numerator of which is the number of days in the current quarter elapsed through the day immediately preceding the date shares of Class A Common Stock outstanding from time to time shall be set aside and reserved for issuance upon conversion of such converted shares of Class A OP Preferred Units and the denominator Common Stock into Class C Common Stock. Shares of which is the total number of days in the current quarter; provided, further, that the General Partner as such converting holder will be required to pay to the Partnership (and the Partnership shall be entitled to deduct from the pro rata distribution which the General Partner as such holder is entitled to receive with respect to the converted Class A OP Preferred Units for such quarter) at the time of such conversion a pro rata portion of the distribution which the General Partner as such converting holder is expected to receive on the OP Common Units into which his Class A OP Preferred Units were converted for such quarter determined by multiplying the amount of the distribution which would Stock that have been payable on such OP Common Units for the immediately preceding quarter by a fraction the numerator of which is the number of days in the current quarter elapsed through the day immediately preceding the date of conversion of such converted Class A OP Preferred Units and the denominator of which is the total number of days in the current quarter. In the event that the distribution on the OP Common Units for the quarter in which the Class A OP Preferred Units are converted pursuant to OP Common Units is less than the distribution on the OP Common Units for the immediately preceding quarter, the Partnership will pay the General Partner as such holder an amount equal to the difference between clause (i) the pro rata portion of the distribution on the OP Common Units which the General Partner as holder was expected to receive and which was deducted by the Partnership pursuant to the last proviso of the preceding sentence and (ii) the pro rata portion of the distribution on the OP Common Units which the holder actually received. (c) No fractional OP Common Units shall be issued upon conversion retired and may not be reissued. Shares of Class A OP Preferred UnitsCommon Stock shall not be convertible into shares of Class B Common Stock. Instead Shares of Class B Common Stock shall not be convertible into shares of any fractional OP other class of Common Units that would otherwise be deliverable upon the conversion Stock. Shares of Class A OP Preferred Units, the Partnership C Common Stock shall pay to the General Partner as holder not be convertible into shares of such converted units an amount in cash equal to the cash payable to a holder of an equivalent number of converted Series A Preferred Shares in lieu of fractional Common Shares. (d) The Partnership will pay any and all documentary stamp, issue or transfer taxes, and any other similar taxes, payable in respect of (i) the issue or delivery of OP Common Units or other securities or property on conversion or redemption of Class A OP Preferred Units pursuant hereto, and (ii) the issue or delivery class of Common Shares or other securities or property on conversion or redemption of Series A Preferred Shares pursuant to the terms of the General Partner's Declaration of Trust, as the same may be amended, restated or supplemented from time to timeStock.

Conversion. Class A OP Preferred Units shall be convertible by the General Partner as holder thereof as follows: (a) Upon the occurrence of a Shareholder Approval Event, each share of Series C Preferred Stock then outstanding shall, by virtue of and simultaneously with the occurrence of such Shareholder Approval Event, be automatically converted into the number of fully paid and nonassessable shares of Common Stock equal to the quotient obtained by dividing (A) the Accumulated Amount by (B) the Conversion Price (as defined below), as last adjusted and then in effect. The initial conversion price per share at which shares of Common Stock shall be issuable upon conversion of any number shares of Series A C Preferred Shares into Common Shares, an equal number of Class A OP Preferred Units shall automatically be converted into OP Common Units. The conversion ratio in effect from time to time for Stock (the conversion of Class A OP Preferred Units into OP Common Units pursuant to this Section 7 shall at all times be equal to, and "Conversion Price") shall be automatically adjusted the Subscription Price, subject to adjustment as necessary to reflect, the conversion ratio in effect from time to time for the conversion of Series A Preferred Shares into Common Sharesset forth herein. (b) The General Partner, as holder Without limiting the provisions of Class A OP Preferred Units shall be entitled, with respect to such Class A OP Preferred Units heldSection 4(a) hereof in any way, at the close of business on a Record Date, any time from time to receive the distribution payable on such units on the corresponding Distribution Payment Date (the period with respect which a distribution is made on a Distribution Payment Date called the "quarter"); provided, howevertime, that if Class A OP any Net Authorized Share(s) are available, the Series C Preferred Units are converted during the period between the close of business on any Record Date and the opening of business on the corresponding Distribution Payment Date then the General Partner as such holder, in addition to all accrued and unpaid distributions with respect to prior quarters, Stock shall be entitled to receive a pro rata portion of the distribution which would have been payable on such converted Class A OP Preferred Units had such Units been outstanding for the entire quarter determined by multiplying the amount of the distribution which would have been payable on such converted Class A OP Preferred Unit had such Units been outstanding for the entire such quarter by a fraction the numerator of which is convert automatically into the number of days in the current quarter elapsed through the day immediately preceding the date fully paid and nonassessable shares of conversion of such converted Class A OP Preferred Units and the denominator of which is the total number of days in the current quarter; provided, further, that the General Partner as such converting holder will be required to pay Common Stock equal to the Partnership (quotient obtained by dividing the Accumulated Amount by the Conversion Price, as last adjusted and the Partnership shall be entitled to deduct from the pro rata distribution which the General Partner as such then in effect. If there is more than one holder is entitled to receive with respect to the converted Class A OP of shares of Series C Preferred Units for such quarter) Stock at the time of any such conversion a conversion, each such holder shall have his, her or its pro rata portion of the distribution which the General Partner as such converting holder is expected to receive (based on the OP Common Units into which his Class A OP Preferred Units were converted for such quarter determined by multiplying the amount of the distribution which would have been payable on such OP Common Units for the immediately preceding quarter by a fraction the numerator of which is the aggregate number of days in the current quarter elapsed through the day outstanding shares of Series C Preferred Stock immediately preceding the date prior to such conversion) of conversion his, her or its shares of such Series C Preferred Stock converted Class A OP Preferred Units and the denominator of which is the total number of days in the current quarter. In the event that the distribution on the OP Common Units for the quarter in which the Class A OP Preferred Units are converted to OP Common Units is less than the distribution on the OP Common Units for the immediately preceding quarter, the Partnership will pay the General Partner as such holder an amount equal to the difference between (i) the pro rata portion of the distribution on the OP Common Units which the General Partner as holder was expected to receive and which was deducted by the Partnership pursuant to the last proviso of the preceding sentence and (ii) the pro rata portion of the distribution on the OP Common Units which the holder actually receivedthis Section 4(b). (c) No fractional OP shares of Common Units Stock or scrip shall be issued upon conversion of Class A OP shares of Series C Preferred UnitsStock. The number of full shares of Common Stock issuable upon conversion of Series C Preferred Stock shall be computed on the basis of the aggregate number of shares of such Series C Preferred Stock to be converted. Instead of any fractional OP shares of Common Units Stock that would otherwise be deliverable issuable upon the conversion of Class A OP Preferred Unitsany such shares, the Partnership Corporation shall pay to the General Partner as holder a cash adjustment in respect of such converted units fractional interest in an amount in cash equal to the cash payable to a holder product of an equivalent number (i) the Fair Market Value of converted Series A Preferred Shares in lieu one share of Common Stock and (ii) such fractional interest. The holders of fractional Common Sharesinterests shall not be entitled to any rights as shareholders of the Corporation in respect of such fractional interests (other than the right to payment in respect thereof as set forth in this Section 4(c)). (d) The Partnership will pay Corporation shall, for as long as any and of the Series C Preferred Stock has not been converted into Common Stock pursuant to Section 4 hereof, use its best efforts (including without limitation, submitting an amendment to the Restated Articles of Incorporation to the stockholders of the Corporation for approval) to increase the authorized number of shares of its Common Stock to a number sufficient to permit the conversion of all documentary stampthen outstanding shares of Series C Preferred Stock into Common Stock (assuming, issue for purposes of determining the number sufficient to allow such conversion, that all options, warrants, convertible securities or transfer taxesother rights convertible, and directly or indirectly, into Common Stock have been so exercised or converted, regardless of whether such options, warrants, convertible securities or other rights have an exercise or conversion price that is less than or greater than the Fair Market Value of its underlying security). (e) The Conversion Price shall be subject to adjustment from time to time as follows: (1) If, at any other similar taxestime after the Original Issuance Date, the number of shares of Common Stock outstanding is increased by a stock dividend payable in respect shares of Common Stock or by a subdivision or split-up of shares of Common Stock, then following the record date for the determination of holders of Common Stock entitled to receive such stock dividend, subdivision or split-up, the Conversion Price shall be appropriately decreased so that the number of shares of Common Stock issuable on conversion of each share of Series C Preferred Stock shall be increased in proportion to such increase in outstanding shares. (i2) If, at any time after the issue Original Issuance Date, the number of shares of Common Stock outstanding is decreased by a combination of the outstanding shares of Common Stock, then following the record date for such combination, the Conversion Price shall be appropriately increased so that the number of shares of Common Stock issuable on conversion of each share of Series C Preferred Stock shall be decreased in proportion to such decrease in outstanding shares. (3) In the event of any capital reorganization of the Corporation, any reclassification of the stock of the Corporation (other than a change in par value or delivery from par value to no par value or from no par value to par value or as a result of OP Common Units a stock dividend or subdivision, split-up or combination of shares), or any consolidation or merger of the Corporation, each share of Series C Preferred Stock shall after such reorganization, reclassification, consolidation, or merger be convertible into the kind and number of shares of stock or other securities or property on of the Corporation or of the corporation resulting from such consolidation or surviving such merger to which the holder of the number of shares of Common Stock deliverable (immediately prior to the time of such reorganization, reclassification, consolidation or merger) upon conversion of such share of Series C Preferred Stock would have been entitled upon such reorganization, reclassification, consolidation or redemption merger. The provisions of Class A OP this clause shall similarly apply to successive reorganizations, reclassifications, consolidations, or mergers. (4) In any case in which the provisions of this Section 4(e) shall require that an adjustment shall become effective immediately after a record date of an event, the Corporation may defer until the occurrence of such event (1) issuing to the holder of any share of Series C Preferred Units pursuant heretoStock converted after such record date and before the occurrence of such event the shares of capital stock issuable upon such conversion by reason of the adjustment required by such event in addition to the shares of capital stock issuable upon such conversion before giving effect to such adjustments, and (ii2) paying to such holder any amount in cash in lieu of a fractional share of capital stock pursuant to Section 4(c) above; provided, however, that the issue Corporation shall deliver to such holder an appropriate instrument evidencing such holder's right to receive such additional shares and such cash. (5) Whenever a Conversion Price shall be adjusted as provided in this Section 4(e), the Corporation shall make available for inspection during regular business hours, at its principal executive offices or delivery at such other place as may be designated by the Corporation, a statement, signed by its chief financial officer, showing in detail the facts requiring such adjustment and the Conversion Price that shall be in effect after such adjustment. The Corporation shall also cause a copy of Common Shares such statement to be sent by first class certified mail, return receipt requested and postage prepaid, to each holder of Series C Preferred Stock affected by the adjustment at such holder's address appearing on the Corporation's records. Where appropriate, such copy may be given in advance and may be included, as part of any notice required to be mailed under the provisions of this Section 4(e) below. (6) If the Corporation shall propose to take any action of the types described in clauses (1), (2) or (3) of this Section 4(e), the Corporation shall give notice to each holder of shares of Series C Preferred Stock, in the manner set forth in clause (5) above, which notice shall specify the record date, if any, with respect to any such action and the date on which such action is to take place. Such notice shall also set forth such facts with respect thereto as shall be reasonably necessary to indicate the effect of such action (to the extent such effect may be known at the date of such notice) on the Conversion Price and the number, kind or class of shares or other securities or property on which shall be deliverable or purchasable upon the occurrence of such action or deliverable upon conversion or redemption of shares of Series A Preferred Shares pursuant to the terms of the General Partner's Declaration of Trust, as the same may be amended, restated or supplemented from time to time.C

Conversion. Class A OP Preferred Units shall be convertible by the General Partner as holder thereof as follows: (a) Upon conversion of The Lender shall have the option, at any number of Series A Preferred Shares into Common Shares, an equal number of Class A OP Preferred Units shall automatically be converted into OP Common Units. The conversion ratio in effect time or from time to time until this Note shall have been paid in full to convert the outstanding principal and accrued interest of this Note into fully-paid and nonassessable shares of the Borrower's voting common stock (the "Shares") at the rate of one (1) Share for the conversion every One Dollar ($1.00) of Class A OP Preferred Units into OP Common Units pursuant to this Section 7 shall at all times be equal to, and shall be automatically adjusted as necessary to reflect, the conversion ratio in effect from time to time for the conversion of Series A Preferred Shares into Common Sharessuch indebtedness then outstanding. (b) The General PartnerAs promptly as practicable after the surrender of this Note by the Lender, as holder the Borrower shall deliver or cause to be delivered to the holder, certificates for the full number of Class A OP Preferred Units Shares issuable upon conversion of this Note, in accordance with the provisions hereof. Such conversion shall be entitled, with respect deemed to such Class A OP Preferred Units held, at the close of business on a Record Date, to receive the distribution payable on such units on the corresponding Distribution Payment Date (the period with respect which a distribution is made on a Distribution Payment Date called the "quarter"); provided, however, that if Class A OP Preferred Units are converted during the period between the close of business on any Record Date and the opening of business on the corresponding Distribution Payment Date then the General Partner as such holder, in addition to all accrued and unpaid distributions with respect to prior quarters, shall be entitled to receive a pro rata portion of the distribution which would have been payable on such converted Class A OP Preferred Units had such Units been outstanding for the entire quarter determined by multiplying the amount of the distribution which would have been payable on such converted Class A OP Preferred Unit had such Units been outstanding for the entire such quarter by a fraction the numerator of which is the number of days in the current quarter elapsed through the day immediately preceding the date of conversion of such converted Class A OP Preferred Units and the denominator of which is the total number of days in the current quarter; provided, further, that the General Partner as such converting holder will be required to pay to the Partnership (and the Partnership shall be entitled to deduct from the pro rata distribution which the General Partner as such holder is entitled to receive with respect to the converted Class A OP Preferred Units for such quarter) made at the time of such that this Note was surrendered for conversion a pro rata portion of and the distribution which the General Partner as such converting holder is expected to receive on the OP Common Units into which his Class A OP Preferred Units were converted for such quarter determined by multiplying the amount of the distribution which would notice specified herein shall have been payable on such OP Common Units for the immediately preceding quarter by a fraction the numerator of which is the number of days in the current quarter elapsed through the day immediately preceding the date of conversion of such converted Class A OP Preferred Units and the denominator of which is the total number of days in the current quarter. In the event that the distribution on the OP Common Units for the quarter in which the Class A OP Preferred Units are converted to OP Common Units is less than the distribution on the OP Common Units for the immediately preceding quarter, the Partnership will pay the General Partner as such holder an amount equal to the difference between (i) the pro rata portion of the distribution on the OP Common Units which the General Partner as holder was expected to receive and which was deducted received by the Partnership pursuant to the last proviso of the preceding sentence and (ii) the pro rata portion of the distribution on the OP Common Units which the holder actually receivedBorrower. (c) No fractional OP Common Units shall be issued The number of Shares issuable upon conversion of Class A OP Preferred Unitsthis Note or repayment by the Borrower in Shares shall be proportionately adjusted if the Borrower shall declare a dividend of capital stock on its capital stock, or subdivide its outstanding capital stock into a larger number of Shares by reclassification, stock split or otherwise, which adjustment shall be made effective immediately after the record date in the case of a dividend, and immediately after the effective date in the case of a subdivision. Instead The number of Shares issuable upon conversion of this Note or any part thereof shall be proportionately adjusted in the amount of securities for which the Shares has been changed or exchanged in another transaction for other stock or securities, cash and/or any other property pursuant to a merger, consolidation or other combination. The Borrower shall promptly provide the holder of this Note with notice of any fractional OP Common Units that would otherwise be deliverable upon events mandating an adjustment to the conversion of Class A OP Preferred Unitsratio, the Partnership shall pay to the General Partner as holder of such converted units an amount in cash equal to the cash payable to a holder of an equivalent number of converted Series A Preferred Shares in lieu of fractional Common Shares. (d) The Partnership will pay or for any and all documentary stampplanned merger, issue consolidation, Share exchange or transfer taxes, and any other similar taxes, payable in respect of (i) the issue or delivery of OP Common Units or other securities or property on conversion or redemption of Class A OP Preferred Units pursuant hereto, and (ii) the issue or delivery of Common Shares or other securities or property on conversion or redemption of Series A Preferred Shares pursuant to the terms sale of the General Partner's Declaration of Trust, as the same may be amended, restated or supplemented from time to timeBorrower.

Conversion. Class A OP (i) Each share of Preferred Units Stock shall be convertible into shares of Common Stock at the Conversion Ratio (subject to reduction under Section 5(a)(ii) and (iii), at the option of the holder in whole or in part at any time after the expiration of 45 days after the Original Issue Date (as defined in Section 7 below) (the "Conversion Term"). Any conversion under this Section 5(a)(i) shall be of a minimum amount of at least 12,500 shares of Preferred Stock. The holder shall effect conversions by delivering to the Company a written notice (the "Holder Conversion Notice"), accompanied by the General Partner certificate representing the shares of the Preferred Stock to be converted. Each Holder Conversion Notice shall specify the number of shares of Preferred Stock to be converted and the date on which such conversion is to be effected (the "Holder Conversion Date"), which shall in no event be earlier than the date such Holder Conversion Notice is given in accordance with Section 5(k) below. Each Holder Conversion Notice, once given, shall be irrevocable (subject to Section 5(c) below). If the holder is converting less than all shares of Preferred Stock, the Company shall promptly deliver to the holder a certificate for such number of shares of Preferred Stock as holder thereof as follows:have not been converted. (aii) Upon If on the Conversion Date (as defined below) applicable to any conversion under Section 5(a) or 5(b), the Conversion Price (as defined below) then in effect is such that the aggregate number of shares of Common Stock that would then be issuable upon conversion of all then-outstanding shares of Preferred Stock, when combined with any shares of Common Stock previously issued upon conversion of any number shares of Series A Preferred Shares into Common SharesStock, an would equal number of Class A OP Preferred Units or exceed 1,070,000 shares (the "Issuable Maximum"), then the Company shall automatically be converted into OP Common Units. The conversion ratio in obligated to effect from time to time for the conversion of Class A OP only such portion of each share of Preferred Units into OP Common Units pursuant Stock subject to this Section 7 shall at all times be equal tosuch conversion as is represented by the Conversion Percentage (as defined in the next sentence), and the remaining portion of such share shall be automatically adjusted as necessary subject to reflect, the conversion ratio in effect from time to time for the conversion mandatory redemption provisions of Series A Preferred Shares into Common Shares. (b) Section 6. The General Partner, as holder of Class A OP Preferred Units "Conversion Percentage" shall be entitleda fraction, with respect to such Class A OP Preferred Units held, at the close of business on a Record Date, to receive the distribution payable on such units on the corresponding Distribution Payment Date (the period with respect which a distribution is made on a Distribution Payment Date called the "quarter"); provided, however, that if Class A OP Preferred Units are converted during the period between the close of business on any Record Date and the opening of business on the corresponding Distribution Payment Date then the General Partner as such holder, in addition to all accrued and unpaid distributions with respect to prior quarters, shall be entitled to receive a pro rata portion of the distribution which would have been payable on such converted Class A OP Preferred Units had such Units been outstanding for the entire quarter determined by multiplying the amount of the distribution which would have been payable on such converted Class A OP Preferred Unit had such Units been outstanding for the entire such quarter by a fraction the numerator of which is the number of days "Allowable Conversion Maximum" (as defined in the current quarter elapsed through the day immediately preceding the date of conversion of such converted Class A OP Preferred Units next sentence) and the denominator of which is the total number of days in the current quarter; provided, further, that the General Partner as shares of Preferred Stock outstanding prior to such converting holder will be required to pay to the Partnership (and the Partnership conversion. The Allowable Conversion Maximum at any time shall be entitled to deduct from the pro rata distribution which difference between the General Partner as such holder is entitled to receive with respect to the converted Class A OP Preferred Units for such quarter) at the time of such conversion a pro rata portion of the distribution which the General Partner as such converting holder is expected to receive on the OP Common Units into which his Class A OP Preferred Units were converted for such quarter determined by multiplying the amount of the distribution which would have been payable on such OP Common Units for the immediately preceding quarter by a fraction the numerator of which is the number of days in the current quarter elapsed through the day immediately preceding the date of conversion of such converted Class A OP Preferred Units Issuable Maximum and the denominator of which is the total number of days in the current quartershares of Common Stock previously issued upon conversion of shares of Preferred Stock. In the event that of any stock split, stock dividend, recapitalization, reorganization or other similar action or event, appropriate adjustment shall be made to the distribution Issuable Maximum and the Allowable Conversion Maximum. (iii) If on any Conversion Date for any shares of Preferred Stock applicable to any conversion under Section 5(a) or 5(b), the OP Per Share Market Value of the Common Units for the quarter in which the Class A OP Preferred Units are converted to OP Common Units is less than the distribution Stock on the OP Common Units for the immediately preceding quarterdate exceeds $7.75, the Partnership will pay the General Partner as number of shares issued upon conversion of such holder an amount shares of Preferred Stock shall be reduced by a number of shares equal to 50% of (A) the difference between amount by which such Per Share Market Value exceeds $7.75, divided by (B) such Per Share Market Value, times (C) the number of shares which would otherwise be issued upon such conversion, but for the reduction provided for in this Section 5(a)(iii). (b) Each share of the Preferred Stock shall be convertible into shares of Common Stock at the Conversion Ratio (subject to reduction under Section 5(a)(ii) and (iii) above), at the option of the Company in whole or in part at any time on or after the expiration of 120 days after the Original Issue Date. The Company shall effect such conversion by delivering to the holders of such shares of Preferred Stock to be converted a written notice (the "Company Conversion Notice"), which Company Conversion Notice, once given, shall be irrevocable; provided, however, that during the period of two years after the Original Issue Date, the Company shall have no right to deliver a Company Conversion Notice and effect the conversion of shares of Preferred Stock under this Section 5(b) unless either (i) the pro rata portion all of the distribution on the OP such shares may be converted into shares of Common Units which the General Partner as holder was expected to receive and which was deducted by the Partnership pursuant to the last proviso of the preceding sentence and Stock in accordance with Section 5(a)(ii); or (ii) all of such shares may be either converted into shares of Common Stock in accordance with Section 5(a)(ii) or may be redeemed and the entire redemption price paid in full in accordance with Section 6 without violating the CGCL (as defined below in Section 6). Each Company Conversion Notice shall specify the number of shares of Preferred Stock to be converted and the date on which such conversion is to be effected (the "Company Conversion Date"). The Company shall give such Company Conversion Notice in accordance with Section 5(k) below at least two Trading Days before the Company Conversion Date. Any such conversion shall be effected on a pro rata portion basis among the holders of Preferred Stock. Upon the conversion of shares of Preferred Stock pursuant to a Company Conversion Notice, the holders of the distribution on Preferred Stock shall surrender the OP certificates representing such shares at the office of the Company or of any transfer agent for the Preferred Stock or Common Units which Stock. If the Company is converting less than all shares of the Preferred Stock, the Company shall, upon conversion of such shares subject to such Company Conversion Notice and receipt of the certificate or certificates representing such shares of Preferred Stock, deliver to the holder actually receivedor holders a certificate for such number of shares of Preferred Stock as have not been converted. Each of a Holder Conversion Notice and a Company Conversion Notice is sometimes referred to herein as a "Conversion Notice," and each of a "Holder Conversion Date" and a "Company Conversion Date" is sometimes referred to herein as a "Conversion Date." (c) No fractional OP Common Units Three Trading Days after the Conversion Date, the Company will deliver to the holder (i) a certificate or certificates which shall be issued upon conversion free of Class A OP Preferred Units. Instead restrictive legends and trading restrictions (other than those then required by law), representing the number of any fractional OP shares of Common Units that would otherwise be deliverable Stock being acquired upon the conversion of Class A OP shares of Preferred Units, the Partnership shall pay Stock (subject to the General Partner as holder of such converted units an amount in cash equal any reduction required pursuant to the cash payable to a holder of an equivalent number of converted Series A Preferred Shares in lieu of fractional Common Shares. Section 5(a)(ii) or (d) The Partnership will pay any and all documentary stamp, issue or transfer taxes, and any other similar taxes, payable in respect of (i) the issue or delivery of OP Common Units or other securities or property on conversion or redemption of Class A OP Preferred Units pursuant heretoiii)), and (ii) subject to Section 6 below, the certificate representing the number of shares of Preferred Stock not converted; provided, however that the Company shall not be obligated to issue or delivery certificates evidencing the shares of Common Shares Stock issuable upon conversion of any shares of Preferred Stock (or with respect to shares subject to redemption pursuant to Sections 5(a)(ii) and 6, to pay the redemption price payable under Section 6), until certificates evidencing such shares of Preferred Stock are either delivered to the Company or any transfer agent for the Preferred Stock or Common Stock, or the holder notifies the Company that such certificates have been lost, stolen or destroyed and provides a bond (or other adequate security acceptable to the Company) satisfactory to the Company to indemnify the Company from any loss incurred by it in connection therewith. The Company shall, upon request of the holder, use its best efforts to deliver any certificate or certificates required to be delivered by the Company under this Section 5(c) electronically through the Depository Trust Corporation or another established clearing corporation performing similar functions. In the case of a conversion pursuant to a Holder Conversion Notice, if such certificate or certificates are not delivered by the date required under this Section 5(c), the holder shall be entitled by written notice to the Company at any time on or before such holder's receipt of such certificate or certificates thereafter, to rescind such conversion, in which event the Company shall immediately return the certificates representing the shares of Preferred Stock tendered for conversion. (i) The Conversion Price (the "Conversion Price") in effect on any Conversion Date shall be the lesser of the Closing Price on the Trading Day immediately preceding the Original Issue Date or 82.5% of the average of the Closing Price on the three Trading Days immediately preceding the Conversion Date. For purposes of this Section, the "Closing Price" on any Trading Day shall mean the last reported closing price of the Common Stock of the Company on such day on the principal securities exchange on which the Common Stock is listed or, if the Common Stock is not so listed, the last reported bid price of the Common Stock as reported on The Nasdaq National Market on such date or, if the Common Stock is neither so listed nor so reported, the last reported bid price of the Common Stock as quoted by a registered broker-dealer for which such quotes are available on such date. (ii) If the Company, at any time while any shares of Preferred Stock are outstanding, (a) shall pay a stock dividend or otherwise make a distribution or distributions on shares of its Junior Stock payable in shares of its capital stock (whether payable in shares of its Common Stock or of capital stock of any class), (b) subdivide outstanding shares of Common Stock into larger number of shares, (c) combine outstanding shares of Common Stock into a smaller number of shares, or (d) issue by reclassification of shares of Common Stock any shares of capital stock of the Company, the Conversion Price designated in Section 5(d)(i) shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock of the Company outstanding before such event and of which the denominator shall be the number of shares of Common Stock outstanding after such event. Any adjustment made pursuant to this Section 5(d)(ii) shall become effective immediately after the record date in the case of a dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification. (iii) In case the Company, at any time while any shares of the Preferred Stock are outstanding, shall issue rights or warrants to all holders of Common Stock entitling them to subscribe for or purchase shares of Common Stock at a price per share less than the Per Share Market Value of Common Stock at the record date mentioned below, the Conversion Price designated in Section 5(d)(i) shall be multiplied by a fraction, of which the denominator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding on the date of issuance of such rights or warrants plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding on the date of issuance of such rights or warrants plus the number of shares which the aggregate offering price of the total number of shares so offered would purchase at such Per Share Market Value. Such adjustment shall be made whenever such rights or warrants are issued, and shall become effective immediately after the record date for the determination of stockholders entitled to receive such rights or warrants. However, upon the expiration of any right or warrant to purchase Common Stock the issuance of which resulted in an adjustment in the Conversion Price designated in Section 5(d)(i) pursuant to this Section 5(d)(iii), if any such right or warrant shall expire and shall not have been exercised, the Conversion Price designated in Section 5(d)(i) shall immediately upon such expiration be recomputed and effective immediately upon such expiration be increased to the price which it would have been (but reflecting any other adjustments in the Conversion Price made pursuant to the provisions of this Section 5 after the issuance of such rights or warrants) had the adjustment of the Conversion Price made upon the issuance of such rights or warrants been made on the basis of offering for subscription or purchase only that number of shares of Common Stock actually purchased upon the exercise of such rights or warrants actually exercised. (iv) In case the Company, at any time while shares of Preferred Stock are outstanding, shall distribute to all holders of Common Stock (and not to holders of Preferred Stock) evidences of its indebtedness or assets or rights or warrants, to subscribe for or purchase any security (excluding those referred to in Section 5(d)(iii) above) then in each such case the Conversion Price at which each share of the Preferred Stock shall thereafter be convertible shall be determined by multiplying the Conversion Price in effect prior to the record date fixed for determination of stockholders entitled to receive such distribution by a fraction of which the denominator shall be the Per Share Market Value of Common Stock determined as of the record date mentioned above, and of which the numerator shall be such Per Share Market Value of the Common Stock on such record date less the then fair market value at such record date of the portion of such assets or evidence of indebtedness so distributed applicable to one outstanding share of Common Stock as determined by the Board of Directors of the Company in good faith; provided, however that in the event of a distribution exceeding ten percent (10%) of the net assets of the Company, then such fair market value shall be determined by a nationally recognized or major regional investment banking firm or firm of independent certified public accountants of recognized standing (which may be the firm that regularly examines the financial statements of the Company) (an "Appraiser") selected in good faith by the holders of a majority in interest of the shares of Preferred Stock; and provided, further that the Company, after receipt of the determination by such Appraiser shall have the right to select an additional Appraiser, in which case the fair market value shall be equal to the average of the determinations by each such Appraiser. In either case the adjustments shall be described in a statement provided to all holders of Preferred Stock of the portion of assets or evidences of indebtedness so distributed or such subscription rights applicable to one share of Common Stock. Such adjustment shall be made whenever any such distribution is made and shall become effective immediately after the record date mentioned above. (v) All calculations under this Section 6 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. (vi) Whenever the Conversion Price is adjusted pursuant to Section 5(d)(ii),(iii), (iv) or (v), the Company shall promptly mail to each holder of shares of Preferred Stock, a notice setting forth the Conversion Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment. (vii) In case of any reclassification of the Common Stock, any consolidation or merger of the Company with or into another person, sale or transfer of all or substantially all of the assets of the Company or any compulsory share exchange pursuant to which share exchange the Common Stock is converted into other securities, cash or property, then the holders of the shares of Preferred Stock then outstanding shall have the right thereafter to convert such shares only into the kind and amount of shares of stock and other securities and property receivable upon or deemed to be held following such reclassification, consolidation, merger, sale, transfer or share exchange by a holder of a number of shares of the Common Stock of the Company into which such shares Preferred Stock could have been converted immediately prior to such reclassification, consolidation, merger, sale, transfer or share exchange. The terms of any such consolidation, merger, sale, transfer or share exchange shall include such terms so as to continue to give to the holder of shares of Preferred Stock the right to receive the securities or property on set forth in this Section 5(d)(vii) upon any conversion following such consolidation, merger, sale, transfer or redemption of Series A Preferred Shares pursuant share exchange. This provision shall similarly apply to successive reclassifications, consolidations, mergers, sales, transfers or share exchanges. (viii) In case: (A) the terms of the General Partner's Declaration of Trust, as the same may be amended, restated or supplemented from time to time.Company shall declare a

Conversion. Class A OP Preferred Units shall be convertible by the General Partner as holder thereof as follows: (a) Upon conversion Each share of any number of Series A Preferred Shares Class B Common Stock shall be converted at such time, in such manner and upon such terms and conditions as provided herein into Common Shares, an equal number one fully paid and non-assessable share of Class A OP Preferred Units shall automatically be converted into OP Common Units. The conversion ratio in effect from time to time for the conversion of Class A OP Preferred Units into OP Common Units pursuant to this Section 7 shall at all times be equal to, and shall be automatically adjusted as necessary to reflect, the conversion ratio in effect from time to time for the conversion of Series A Preferred Shares into Common SharesStock. (b) The General Partner, as holder Each share of Class B Common Stock shall automatically convert into a share of Class A OP Preferred Units Common Stock (x) at such time as the holders of all Class B Common Stock cease to own in the aggregate 15% of the issued and outstanding Common Stock, or (y) at such earlier time as provided in Section 3 of this Article FOURTH, Division B. Upon automatic conversion of shares of Class B Common Stock, the Corporation shall be entitledreflect such conversion, with respect to such and the issuance of Class A OP Preferred Units heldCommon Stock in connection therewith on its books and records for all purposes even if certificates reflecting such converted shares of Class B Common Stock are not surrendered to the Corporation or its transfer agent. All shares of Class B Common Stock, at upon conversion thereof into Class A Common Stock, shall retain their designation as Class B Common Stock and shall have the close status of business on authorized and unissued shares of Class B Common Stock; provided that if all shares of Class B Common Stock outstanding are converted into shares of Class A Common Stock, then all authorized but unissued shares or treasury shares of Class B Common Stock shall automatically convert into authorized but unissued or treasury shares of Class A Common Stock, as the case may be, and no further shares of Class B Common Stock shall exist. Except as specifically contemplated under this Section 4, shares of Class B Common Stock may not be converted into Class A Common Stock. (c) Each share of Class A Common Stock beneficially owned (within the meaning of Section 3 of this Article FOURTH, Division B) by Chevron U.S.A. Inc., a Record Date, to receive the distribution payable on such units on the corresponding Distribution Payment Date Pennsylvania corporation (the period with respect which a distribution is made on a Distribution Payment Date called the "quarterChevron"), or its Affiliates shall simultaneous with Chevron or its Affiliate acquiring such ownership automatically be converted into one fully paid and non-assessable share of Class B Common Stock; provided, however, that if for purposes of any shares of Class A OP Preferred Units are converted during B Common Stock so issued, only Chevron will be deemed to be the period between the close of business on any Record Date and the opening of business on the corresponding Distribution Payment Date then the General Partner as such holder, in addition to all accrued and unpaid distributions with respect to prior quarters, shall be entitled to receive a pro rata portion Original Holder thereof for purposes of the distribution which would have been payable on such converted Class A OP Preferred Units had such Units been outstanding for the entire quarter determined by multiplying the amount provisions of the distribution which would have been payable on such converted Class A OP Preferred Unit had such Units been outstanding for the entire such quarter by a fraction the numerator Section 3 of which is the number of days in the current quarter elapsed through the day immediately preceding the date of conversion of such converted Class A OP Preferred Units this Article FOURTH, Division B, and the denominator of which is the total number of days in the current quarter; provided, further, that the General Partner as such converting holder will be required to pay to the Partnership (and the Partnership this provision shall be entitled to deduct from the pro rata distribution which the General Partner as such holder is entitled to receive not apply with respect to the converted shares of Class A OP Preferred Units for such quarter) at the time of such conversion a pro rata portion of the distribution which the General Partner as such converting holder is expected to receive on the OP Common Units into which his Class A OP Preferred Units were converted for such quarter determined by multiplying the amount of the distribution which would have been payable on such OP Common Units for the immediately preceding quarter by a fraction the numerator of which is the number of days in the current quarter elapsed through the day immediately preceding the date of conversion of such converted Class A OP Preferred Units and the denominator of which is the total number of days in the current quarter. In the event that the distribution on the OP Common Units for the quarter in which the Class A OP Preferred Units are converted to OP Common Units is less than the distribution on the OP Common Units for the immediately preceding quarter, the Partnership will pay the General Partner as such holder an amount equal to the difference between (i) the pro rata portion of the distribution on the OP Common Units which the General Partner as holder was expected to receive and which was deducted by the Partnership pursuant to the last proviso of the preceding sentence and (ii) the pro rata portion of the distribution on the OP Common Units which the holder actually received. (c) No fractional OP Common Units shall be Stock issued upon conversion of all Class A OP Preferred Units. Instead B Common Stock in accordance with part (x) of the first sentence of paragraph (b) of this Section 4, or any fractional OP Common Units that would otherwise be deliverable upon the conversion shares of Class A OP Preferred UnitsCommon Stock owned by Chevron or its Affiliates, after such conversion shall have occurred. Upon automatic conversion of shares of Class A Common Stock, the Partnership Corporation shall pay reflect such conversion and the issuance of Class B Common Stock in connection therewith on its books and records for all purposes even if certificates reflecting such converted shares of Class A Common Stock are not surrendered to the General Partner as holder Corporation for transfer. All shares of such converted units an amount in cash equal Class B Common Stock shall be subject to the cash payable to a holder restrictions and provisions contained in this Restated Certificate of an equivalent number Incorporation. All shares of converted Series Class A Preferred Shares in lieu Common Stock, upon conversion thereof into Class B Common Stock, shall retain their designation as Class A Common Stock and shall have the status of fractional authorized and unissued shares of Class A Common SharesStock. (d) Nothing herein shall prevent the Original Holder (or any Permitted Transferee) of the Class B Common Stock and the Corporation from executing an agreement allowing the Original Holder (or any Permitted Transferee), at its option, to convert the Class B Common Stock into Class A Common Stock, nor the conversion of any Class B Common Stock pursuant to such agreement. (e) The Partnership will pay any and all documentary stampCorporation will, as soon as practicable after such deposit of a certificate or certificates for Common Stock to be converted in accordance with this Section 4, issue and deliver at the office of the Corporation or of its transfer taxesagent to the person for whose account such Common Stock was so surrendered, a certificate or certificates for the number of full shares of Common Stock into which the shares represented by the surrendered certificate are converted. If surrendered certificates for Common Stock are converted only in part, the Corporation will issue and deliver to the holder, without charge therefor, a new certificate or certificates representing the aggregate of the unconverted shares of such class of Common Stock. The failure of the holder to deliver to the Corporation certificates representing shares of a class of Common Stock converted in accordance with this Section 4, shall in no way affect the automatic conversion of such shares. (f) The issuance of certificates for shares of a class of Common Stock upon conversion of shares of the other class of Common Stock shall be made without charge for any issue, stamp or other similar taxestax in respect of such issuance; provided, however, if any such certificate is to be issued in a name other than that of the holder of the share or shares of the class of Common Stock converted, the person or persons requesting the issuance thereof shall pay to the Corporation the amount of any tax which may be payable in respect of any transfer involved in such issuance or shall establish to the satisfaction of the Corporation that such tax has been paid. (ig) The Corporation shall at all times reserve and keep available, solely for the issue or delivery purpose of OP issuance upon conversion of the outstanding shares of Class B Common Units or other securities or property on conversion or redemption Stock, such number of shares of Class A OP Preferred Units pursuant heretoCommon Stock as shall be issuable upon the conversion of all such outstanding shares, and (ii) provided that nothing contained herein shall be construed to preclude the issue or Corporation from satisfying the obligations in respect of the conversion of the outstanding shares of Class B Common Stock by delivery of shares of Class A Common Shares or other securities or property on conversion or redemption of Series A Preferred Shares pursuant to Stock which are held in the terms treasury of the General Partner's Declaration of Trust, Corporation. The Corporation shall take all such corporate and other actions as the same may be amended, restated or supplemented from time to timetime may be necessary to insure that all shares of Class A Common Stock issuable upon conversion of shares of Class B Common Stock upon issue will be duly and validly authorized and issued, fully paid and nonassessable and free of any preemptive or similar rights. In order that the Corporation may issue shares of Class A Common Stock upon conversion of the Class B Common Stock, the Corporation will endeavor to comply with all applicable Federal and state securities laws and will endeavor to list such shares to be issued upon conversion on such securities exchange on which the Class A Common Stock is then listed. (h) The Corporation shall at all times reserve and keep available, solely for the purpose of issuance upon conversion of the outstanding shares of Class A Common Stock a number of shares of Class B Common Stock equal to 40% of the number of outstanding shares of Class A Common Stock, provided that nothing contained herein shall be construed to preclude the Corporation from satisfying the obligations in respect of the conversion of the outstanding shares of Class A Common Stock by delivery of shares of Class B Common Stock which are held in the treasury of the Corporation. The Corporation shall take all such corporate and other actions as from time to time may be necessary to insure that all shares of Class B Common Stock issuable upon conversion of shares of Class A Common Stock upon issue will be duly and validly authorized and issued, fully paid and nonassessable and free of any preemptive or similar rights. In order that the Corporation may issue shares of Class B Common Stock upon conversion of the Class A Common Stock, the Corporation will endeavor to comply with all applicable Federal and state securities laws.

Conversion. Class (i) A OP holder of Series D Preferred Units Stock shall be convertible permitted to convert, or upon the written request of the Corporation shall convert, shares of Series D Preferred Stock into shares of Common Stock (a “Voluntary Conversion”); provided that upon such conversion the holder, together with all Affiliates of the holder, will not own or control in the aggregate more than 9.99% of the Common Stock (or of any class of Voting Securities issued by the General Partner Corporation), excluding for the purpose of this calculation any reduction in ownership resulting from transfers by such holder and its Affiliates of Voting Securities of the Corporation (which, for the avoidance of doubt, does not include Series D Preferred Stock). In any such conversion, each share of Series D Preferred Stock will convert into one share of Common Stock. To effect the Voluntary Conversion, the holder shall surrender (the date of such surrender, the “Voluntary Conversion Date”) the certificate or certificates evidencing such shares of Series D Preferred Stock, duly endorsed, at the registered office of the Corporation, and provide written instructions to the Corporation as holder thereof as follows: (a) Upon conversion of any to the number of Series A Preferred Shares into Common Shareswhole shares for which such conversion shall be effected, an equal together with any appropriate documentation that may be reasonably required by the Corporation. Upon the surrender of such certificate(s), the Corporation will issue and deliver to such holder a certificate or certificates for the number of Class A OP shares of Common Stock into which the Series D Preferred Units shall automatically be Stock has been converted into OP Common Units. The and, in the event that such conversion ratio in effect from time is with respect to time for some, but not all, of the conversion of Class A OP Preferred Units into OP Common Units pursuant to this Section 7 shall at all times be equal to, and shall be automatically adjusted as necessary to reflect, the conversion ratio in effect from time to time for the conversion holder’s shares of Series A D Preferred Shares into Stock, a certificate or certificate(s) representing the number of shares of Series D Preferred Stock that were not converted to Common SharesStock. (bii) The General Partner, as On the date (the “Mandatory Conversion Date”) a holder of Class A OP Series D Preferred Units Stock transfers any shares of Series D Preferred Stock to a non-Affiliate of the holder in a Permissible Transfer, each such transferred share of Series D Preferred Stock will automatically convert, immediately following such transfer and without any further action on the part of any holder, into one share of Common Stock (a “Mandatory Conversion”). (iii) As promptly as practicable following any Mandatory Conversion, the holder of the converted shares shall provide the Corporation a written notice of such conversion (a “Notice of Conversion”). In addition to any information required by applicable law or regulation, the Notice of Conversion shall state (x) the number of shares of Common Stock to be entitledissued in respect of such conversion, (y) the name in which shares of Common Stock to be issued upon such conversion should be registered, and (z) the manner in which certificates of Series D Preferred Stock held. by such holder are to be surrendered for issuance of certificates representing shares of Common Stock. No later than three (3) business days following delivery of the Notice of Conversion, with respect to any shares of Series D Preferred Stock as to which a Mandatory Conversion shall have occurred, the Corporation shall issue and deliver certificates representing shares of Common Stock to the holder thereof or such Class A OP holder’s designee upon presentation and surrender of the certificate evidencing such Series D Preferred Units heldStock to the Corporation and, at if required, furnishing appropriate endorsements and transfer documents and the payment of all transfer and similar taxes, and, in the event that such conversion is with respect to some, but not all, of the shares of Series D Preferred Stock represented by the certificate surrendered, the Corporation shall issue and deliver a certificate or certificate(s) representing the number of shares · of Series D Preferred Stock that were not converted to Common Stock. (iv) Shares of Series D Preferred Stock converted in accordance with this Section 5 will resume the status of authorized and unissued preferred stock, undesignated as to series and available for future issuance. (v) Prior to the close of business on a Record Date, to receive the distribution payable on such units on the corresponding Distribution Payment Voluntary Conversion Date (the period with respect which a distribution is made on a Distribution Payment or Mandatory Conversion Date called the "quarter"); provided, however, that if Class A OP Preferred Units are converted during the period between the close of business on any Record Date and the opening of business on the corresponding Distribution Payment Date then the General Partner as such holder, in addition to all accrued and unpaid distributions with respect to prior quartersany share of Series D Preferred Stock, shall be entitled to receive a pro rata portion shares of the distribution which would have been payable on such converted Class A OP Preferred Units had such Units been outstanding for the entire quarter determined by multiplying the amount of the distribution which would have been payable on such converted Class A OP Preferred Unit had such Units been outstanding for the entire such quarter by a fraction the numerator of which is the number of days in the current quarter elapsed through the day immediately preceding the date of Common Stock issuable upon conversion thereof, or other securities issuable upon conversion of such converted Class A OP shares of Series D Preferred Units Stock, shall not be deemed outstanding for any purpose, and the denominator of which is the total number of days in the current quarter; provided, further, that the General Partner as such converting holder will be required to pay to the Partnership (and the Partnership thereof shall be entitled to deduct from the pro rata distribution which the General Partner as such holder is entitled to receive have no rights with respect to the converted Class A OP Common Stock (including voting rights) by virtue of holding such share of Series D Preferred Units for such quarter) at the time of such conversion a pro rata portion of the distribution which the General Partner as such converting holder is expected to receive on the OP Common Units into which his Class A OP Preferred Units were converted for such quarter determined by multiplying the amount of the distribution which would have been payable on such OP Common Units for the immediately preceding quarter by a fraction the numerator of which is the number of days in the current quarter elapsed through the day immediately preceding the date of conversion of such converted Class A OP Preferred Units and the denominator of which is the total number of days in the current quarter. In the event that the distribution on the OP Common Units for the quarter in which the Class A OP Preferred Units are converted to OP Common Units is less than the distribution on the OP Common Units for the immediately preceding quarter, the Partnership will pay the General Partner as such holder an amount equal to the difference between (i) the pro rata portion of the distribution on the OP Common Units which the General Partner as holder was expected to receive and which was deducted by the Partnership pursuant to the last proviso of the preceding sentence and (ii) the pro rata portion of the distribution on the OP Common Units which the holder actually receivedStock. (cvi) No fractional OP All shares of Common Units shall be issued Stock delivered upon conversion of Class A OP the Series D Preferred Units. Instead Stock shall be duly authorized, validly issued, fully paid and non-assessable, free and clear of any fractional OP Common Units that would otherwise be deliverable upon the conversion of Class A OP Preferred Unitsall liens, the Partnership shall pay to the General Partner as holder of such converted units an amount in cash equal to the cash payable to a holder of an equivalent number of converted Series A Preferred Shares in lieu of fractional Common Sharesclaims, security interests, charges and other encumbrances. (d) The Partnership will pay any and all documentary stamp, issue or transfer taxes, and any other similar taxes, payable in respect of (i) the issue or delivery of OP Common Units or other securities or property on conversion or redemption of Class A OP Preferred Units pursuant hereto, and (ii) the issue or delivery of Common Shares or other securities or property on conversion or redemption of Series A Preferred Shares pursuant to the terms of the General Partner's Declaration of Trust, as the same may be amended, restated or supplemented from time to time.

Conversion. Class A OP Preferred Units shall be convertible by the General Partner as holder thereof as follows: (a) Upon conversion At the option and election of any number the holder thereof, each share of Series A Preferred Shares Stock, including all unpaid dividends accumulated thereon to the Conversion Date (as defined below), whether or not such dividends have been declared, may be converted in the manner provided herein at any time into fully paid and nonassessable shares of Common SharesStock. As of the Conversion Date with respect to a share of Series A Preferred Stock, an equal number subject to subsections (d) and (e) of Class A OP Preferred Units this Section A, such share shall automatically be converted into OP that number of shares of Common Units. The conversion ratio Stock equal to the quotient of (i) the sum of (A) the Stated Value plus (B) all unpaid dividends accumulated on such share of Series A Preferred Stock to the Conversion Date whether or not such dividends have been declared, divided by (ii) the Conversion Price in effect from time on the Conversion Date. (b) Conversion of shares of the Series A Preferred Stock may be effected by any holder thereof upon the surrender to time the Corporation at the principal office of the Corporation or at the office of any agent or agents of the Corporation, as may be designated by the Board of Directors of the Corporation and identified to the holders in writing upon such designation, of the certificate for such shares of Series A Preferred Stock to be converted accompanied by a written notice stating that such holder elects to convert all or a specified whole number of shares represented by such certificate in accordance with the conversion provisions of Class A OP Preferred Units into OP Common Units pursuant to this Section 7 A and specifying the name or names in which such holder wishes the certificate or certificates for shares of Common Stock to be issued. In case such notice shall at all times be equal tospecify a name or names other than that of such holder, and such notice shall be automatically adjusted as necessary to reflectaccompanied by payment of all transfer taxes payable upon the issuance of shares of Common Stock in such name or names. Other than such taxes, the conversion ratio Corporation will pay any and all issue and other taxes (other than taxes based on income) that may be payable in effect from time to time for the respect of any issue or delivery of shares of Common Stock on conversion of Series A Preferred Shares into Common Shares. (b) The General PartnerStock pursuant hereto. As promptly as practical, and in any event within three Business Days after the Conversion Date, the Corporation shall deliver or cause to be delivered as directed by the holder of Class shares of Series A OP Preferred Units Stock being converted (i) certificates representing the number of validly issued, fully paid and nonassessable full shares of Common Stock to which such holder shall be entitledentitled to, with respect (ii) any cash that is required to be paid pursuant to subsections (d) and (e) of this Section A, (iii) certificates representing any shares of Series B Preferred Stock that are required to be delivered pursuant to subsection (e) of this Section A, and (iv) if less than the full number of shares of Series A Preferred Stock evidenced by the surrendered certificate or certificates is being converted, a new certificate or certificates, of like tenor, for the number of shares of Series A Preferred Stock evidenced by such Class surrendered certificate or certificates less the number of shares of Series A OP Preferred Units held, Stock being converted. Such conversion shall be deemed to have occurred at the close of business on a Record the date (the "Conversion Date") of the giving of such notice by the holder of the Series A Preferred Stock to be converted and of such surrender of the certificate or certificates representing the shares of Series A Preferred Stock to be converted so that as of such time the rights of the holder thereof as to the shares being converted shall cease except for the right to receive shares of Common Stock, shares of Series B Preferred Stock and/or cash in accordance herewith, and the person entitled to receive the distribution payable shares of Common Stock and/or shares of Series B Preferred Stock issued as a result of such conversion shall be treated for all purposes as having become the holder of such shares of Common Stock and/or shares of Series B Preferred Stock at such time. (c) In the event that the Series A Preferred Stock is to be redeemed pursuant to Article V hereof, from and after the Redemption Date, the right of a holder to convert shares of Series A Preferred Stock pursuant to this Section A shall cease and terminate, except if the Corporation shall default in payment of the Redemption Price on the Redemption Date in which case all such rights shall continue unless and until such shares are redeemed and such price is paid in full in accordance with the terms hereof. Notwithstanding anything in the foregoing to the contrary, if the Conversion Date shall occur with respect to any shares of Series A Preferred Stock on or prior to any Redemption Date, such shares of Series A Preferred Stock shall be converted by the Corporation into Common Stock in the manner provided in this Section A. (d) In connection with the conversion of any shares of Series A Preferred Stock, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Corporation shall pay a cash adjustment in respect of such fractional interest in an amount equal to such fractional interest multiplied by the Closing Price per share of Common Stock on the Conversion Date (or on the Trading Day immediately preceding the Conversion Date, if the Conversion Date is not a Trading Day). If more than one share of Series A Preferred Stock shall be surrendered for conversion by the same holder on the same Conversion Date, the number of full shares of Common Stock issuable on conversion thereof shall be computed on the basis of the total number of shares of Series A Preferred Stock so surrendered. (e) Notwithstanding anything in the foregoing to the contrary, in the event that a Conversion Date with respect to a share of Series A Preferred Stock occurs prior to the date on which the Shareholder Approval is obtained, as of such Conversion Date, subject to subsection (d) of this Section A, such share shall be converted into that number of shares of Common Stock equal to the quotient of (i) the Stated Amount thereof, divided by (ii) the Conversion Price in effect on the Conversion Date, and upon delivery of such shares in accordance with the terms hereof, the Corporation shall pay in cash all accrued and unpaid dividends on such units on share as directed by the corresponding Distribution Payment Date (the period with respect which a distribution is made on a Distribution Payment Date called the "quarter")holder thereof; provided, however, that if Class A OP Preferred Units are converted during if, as of such Conversion Date, the period between Corporation is prohibited by the close terms of business on any Record Date and the opening of business Credit Agreement (as in effect on the corresponding Distribution Payment Date then date of the General Partner Investment Agreement or any Credit Agreement containing restrictions regarding such payments that are no more restrictive that those in effect on the date of the Investment Agreement) or the Indenture (as in effect on the date of the Investment Agreement or any Indenture containing restrictions regarding such holder, payments that are no more restrictive that those in addition to all effect on the date of the Investment Agreement) from paying such accrued and unpaid distributions with respect dividends in cash as required pursuant to prior quartersthis sentence, in satisfaction of such accrued and unpaid dividends and in lieu of such cash payment, the Corporation may deliver shares of Series B Preferred Stock having an aggregate stated value equal to the aggregate amount of such accrued and unpaid dividends. Until the Shareholder Approval is obtained, the Corporation shall be entitled to receive a pro rata portion not (A) utilize amounts available under Section 6.06(a)(ii) of the distribution which would have been payable on such converted Class A OP Preferred Units had such Units been outstanding for the entire quarter determined by multiplying the amount Credit Agreement (or any comparable provision of the distribution which would have been payable on such converted Class A OP Preferred Unit had such Units been outstanding Credit Agreement) for the entire such quarter by a fraction the numerator of which is the number of days in the current quarter elapsed through the day immediately preceding the date of conversion of such converted Class A OP Preferred Units and the denominator of which is the total number of days in the current quarter; provided, further, that the General Partner as such converting holder will be required any purpose except to pay dividends in respect of the Series A Preferred Stock in cash as required pursuant to the Partnership this subsection (and the Partnership shall be entitled e) or to deduct from the pro rata distribution which the General Partner as such holder is entitled to receive make payments with respect to the converted Class Series B Preferred Stock, or (B) amend the Credit Agreement in any manner so as to reduce the amounts available to pay dividends in respect of the Series A OP Preferred Units Stock in cash under Section 6.06(a)(ii) of the Credit Agreement (or any comparable provision of the Credit Agreement). Notwithstanding the foregoing, this paragraph shall not prohibit (i) the acquisition, repurchase, exchange, conversion, redemption or other retirement for value of shares of Series A Preferred Stock or any Parity Dividend Security by the Corporation in accordance with the terms of such quartersecurities, (ii) purchases of Equity Securities of the Corporation or any of its Subsidiaries from executives and other management-level employees of the Corporation or any of its Subsidiaries in connection with customary employment and severance arrangements, or (iii) the acquisition, repurchase, exchange, conversion, redemption or other retirement for value by the Corporation of any Junior Dividend Securities by the Corporation in accordance with obligations in existence at the time of such conversion a pro rata portion original issuance of the distribution which the General Partner as such converting holder is expected to receive on the OP Common Units into which his Class Series A OP Preferred Units were converted for such quarter determined by multiplying the amount of the distribution which would have been payable on such OP Common Units for the immediately preceding quarter by a fraction the numerator of which is the number of days in the current quarter elapsed through the day immediately preceding the date of conversion of such converted Class A OP Preferred Units and the denominator of which is the total number of days in the current quarter. In the event that the distribution on the OP Common Units for the quarter in which the Class A OP Preferred Units are converted to OP Common Units is less than the distribution on the OP Common Units for the immediately preceding quarter, the Partnership will pay the General Partner as such holder an amount equal to the difference between (i) the pro rata portion of the distribution on the OP Common Units which the General Partner as holder was expected to receive and which was deducted by the Partnership pursuant to the last proviso of the preceding sentence and (ii) the pro rata portion of the distribution on the OP Common Units which the holder actually receivedStock. (cf) No fractional OP Common Units The Corporation shall be issued upon conversion of Class A OP Preferred Units. Instead of any fractional OP Common Units that would otherwise be deliverable at all times reserve and keep available for issuance upon the conversion of Class A OP Preferred Units, the Partnership shall pay to the General Partner as holder of such converted units an amount in cash equal to the cash payable to a holder of an equivalent number of converted Series A Preferred Shares Stock in lieu accordance with the terms hereof, such number of fractional Common Shares. (d) The Partnership will pay any and all documentary stamp, issue or transfer taxes, and any other similar taxes, payable in respect of (i) the issue or delivery of OP Common Units or other securities or property on conversion or redemption of Class A OP Preferred Units pursuant hereto, and (ii) the issue or delivery its authorized but unissued shares of Common Shares or other securities or property on Stock as will from time to time be sufficient to permit the conversion or redemption of all outstanding shares of Series A Preferred Shares pursuant Stock, and shall take all action required to increase the terms authorized number of shares of Common Stock if necessary to permit the General Partner's Declaration conversion of Trust, as the same may be amended, restated or supplemented from time to timeall outstanding shares of Series A Preferred Stock.

Conversion. Class A OP Preferred Units At any time prior to the Maturity Date, Holder shall be convertible have the right to convert all or any portion of up to twenty percent (20%) of the original outstanding principal balance of this Note into shares of Common Stock (the “Conversion Shares”) at a conversion price per share (the “Conversion Price”) equal to $0.50 (subject to adjustment as provided in Section 4). Notwithstanding the foregoing, the number of Conversion Shares issuable upon exercise of this Note, when combined with the aggregate number of Conversion Shares previously issued upon conversion of the Notes and the aggregate number of shares of Common Stock previously issued upon exercise of the Warrants (“Warrant Shares”), may not, in the absence of approval by the General Partner as holder thereof as follows: (a) Upon Company’s shareholders, exceed 19.9% of the number of shares of Common Stock issued and outstanding immediately prior to the effective date of the Loan Agreement. If any conversion of any number of Series A Preferred Shares into Common Shares, an equal number of Class A OP Preferred Units shall automatically be converted into OP Common Units. The conversion ratio in effect from time to time for the conversion of Class A OP Preferred Units into OP Common Units this Note pursuant to this Section 7 shall at all times be equal to, and shall be automatically adjusted as necessary to reflect3(a) would otherwise result in the issuance of Conversion Shares in excess of the limitation set forth in the immediately preceding sentence (the “Excess Conversion”), the conversion ratio in effect from time Company will use its reasonable best efforts to time prepare and file requisite proxy materials with the Securities and Exchange Commission and hold a meeting of its shareholders for the conversion purpose of Series A Preferred Shares into Common Shares. (b) The General Partner, as holder of Class A OP Preferred Units shall be entitled, with respect to such Class A OP Preferred Units held, at seeking approval for the close of business on a Record Date, to receive the distribution payable on such units on the corresponding Distribution Payment Date Excess Conversion (the period with respect “Proposal”). In furtherance of its obligations under this Section 3(a), the Company’s Board of Directors shall recommend to the Company’s shareholders, which a distribution is made on a Distribution Payment Date called the "quarter"); provided, however, that if Class A OP Preferred Units are converted during the period between the close of business on any Record Date and the opening of business on the corresponding Distribution Payment Date then the General Partner as such holder, in addition to all accrued and unpaid distributions with respect to prior quarters, recommendation shall not be entitled to receive a pro rata portion of the distribution which would have been payable on such converted Class A OP Preferred Units had such Units been outstanding for the entire quarter determined by multiplying the amount of the distribution which would have been payable on such converted Class A OP Preferred Unit had such Units been outstanding for the entire such quarter by a fraction the numerator of which is the number of days in the current quarter elapsed through the day immediately preceding the date of conversion of such converted Class A OP Preferred Units and the denominator of which is the total number of days in the current quarter; provided, furtherrevoked or amended, that the General Partner as such converting holder will be required shareholders vote in favor of and approve the Proposal and shall cause the Company to pay use its best efforts to the Partnership (and the Partnership shall be entitled to deduct from the pro rata distribution which the General Partner as such holder is entitled to receive with respect to the converted Class A OP Preferred Units for such quarter) at the time of such conversion a pro rata portion solicit approval of the distribution which the General Partner as such converting holder is expected to receive on the OP Common Units into which his Class A OP Preferred Units were converted for such quarter determined by multiplying the amount of the distribution which would have been payable on such OP Common Units shareholders for the immediately preceding quarter by a fraction Proposal. If the numerator of which is Company’s shareholders approve the number of days in Proposal, the current quarter elapsed through Company will promptly effect the day immediately preceding Excess Conversion. If the date of conversion of such converted Class A OP Preferred Units Company’s shareholders do not approve the Proposal, the Holder acknowledges that the Company will not make the Excess Conversion and that the denominator of which is Company may not otherwise compensate the total number of days in Holder for the current quarterfailure to make the Excess Conversion. In the event that the distribution on the OP Common Units for the quarter in which the Class A OP Preferred Units are converted to OP Common Units is less than the distribution on the OP Common Units for the immediately preceding quarterthere shall be an Excess Conversion, the Partnership will pay Company shall have the General Partner as such holder an amount equal right to deposit the difference between (i) the pro rata portion principal balance of the distribution on the OP Common Units which the General Partner as holder was expected to receive and which was deducted Note represented by the Partnership pursuant to Excess Conversion and defease the last proviso Note (or portion thereof) following performance of all obligations of the preceding sentence and (ii) Company under the pro rata portion of the distribution on the OP Common Units which the holder actually receivedLoan Agreement. (c) No fractional OP Common Units shall be issued upon conversion of Class A OP Preferred Units. Instead of any fractional OP Common Units that would otherwise be deliverable upon the conversion of Class A OP Preferred Units, the Partnership shall pay to the General Partner as holder of such converted units an amount in cash equal to the cash payable to a holder of an equivalent number of converted Series A Preferred Shares in lieu of fractional Common Shares. (d) The Partnership will pay any and all documentary stamp, issue or transfer taxes, and any other similar taxes, payable in respect of (i) the issue or delivery of OP Common Units or other securities or property on conversion or redemption of Class A OP Preferred Units pursuant hereto, and (ii) the issue or delivery of Common Shares or other securities or property on conversion or redemption of Series A Preferred Shares pursuant to the terms of the General Partner's Declaration of Trust, as the same may be amended, restated or supplemented from time to time.

Conversion. Class A OP Preferred Units shall be convertible by the General Partner as holder thereof as follows: (a) Upon conversion At the Payee’s option, at any time prior to payment in full of the principal balance of this Note, the Payee may elect to convert all or any portion of the outstanding principal amount of this Note into that number of Series A Preferred Shares into Common Shares, an warrants (the “Conversion Warrants”) equal number to: (i) the portion of Class A OP Preferred Units shall automatically be the principal amount of the Note being converted into OP Common Units. The conversion ratio in effect from time to time for the conversion of Class A OP Preferred Units into OP Common Units pursuant to this Section 7 shall at all times be equal to15, and shall be automatically adjusted as necessary divided by (ii) $1.50, rounded up to reflect, the conversion ratio in effect from time to time for the conversion of Series A Preferred Shares into Common Shares. (b) The General Partner, as holder of Class A OP Preferred Units shall be entitled, with respect to such Class A OP Preferred Units held, at the close of business on a Record Date, to receive the distribution payable on such units on the corresponding Distribution Payment Date (the period with respect which a distribution is made on a Distribution Payment Date called the "quarter")nearest whole number; provided, however, that if the principal amount of any Working Capital Promissory Notes converted shall not exceed in the aggregate $1,500,000 and that amounts of principal converted under this Note shall be on a pro rata basis (based on the allocation set forth on Schedule I of the Agreement) with amounts converted under the other Working Capital Promissory Note. Each Conversion Warrant shall have the same terms and conditions as the warrants issued by the Maker to the Payee pursuant to a private placement, as described in Maker’s Registration Statement on Form S-1 (333-251756). The Conversion Warrants, the Class A OP Preferred Units are converted during Shares underlying the period between the close Conversion Warrants and any other equity security of business on any Record Date and the opening of business on the corresponding Distribution Payment Date then the General Partner as such holder, in addition to all accrued and unpaid distributions Maker issued or issuable with respect to prior quartersthe foregoing by way of a share dividend or share split or in connection with a combination of shares, recapitalization, amalgamation, consolidation or reorganization, shall be entitled to receive a pro rata portion the registration rights set forth in that certain Registration and Shareholder Rights Agreement, dated as of January 12, 2021, among the Company, the Payees and the other parties thereto. (b) Upon any complete or partial conversion of the distribution which would have been payable on such converted Class A OP Preferred Units had such Units been outstanding for the entire quarter determined by multiplying the principal amount of the distribution which would have been payable on such converted Class A OP Preferred Unit had such Units been outstanding for the entire such quarter by a fraction the numerator of which is the number of days in the current quarter elapsed through the day immediately preceding the date of conversion of such converted Class A OP Preferred Units and the denominator of which is the total number of days in the current quarter; providedthis Note, further, that the General Partner as such converting holder will be required to pay to the Partnership (and the Partnership shall be entitled to deduct from the pro rata distribution which the General Partner as such holder is entitled to receive with respect to the converted Class A OP Preferred Units for such quarter) at the time of such conversion a pro rata portion of the distribution which the General Partner as such converting holder is expected to receive on the OP Common Units into which his Class A OP Preferred Units were converted for such quarter determined by multiplying the amount of the distribution which would have been payable on such OP Common Units for the immediately preceding quarter by a fraction the numerator of which is the number of days in the current quarter elapsed through the day immediately preceding the date of conversion of such converted Class A OP Preferred Units and the denominator of which is the total number of days in the current quarter. In the event that the distribution on the OP Common Units for the quarter in which the Class A OP Preferred Units are converted to OP Common Units is less than the distribution on the OP Common Units for the immediately preceding quarter, the Partnership will pay the General Partner as such holder an amount equal to the difference between (i) the pro rata such principal amount shall be so converted and such converted portion of the distribution on the OP Common Units which the General Partner as holder was expected to receive this Note shall become fully paid and which was deducted by the Partnership pursuant to the last proviso of the preceding sentence and satisfied, (ii) the pro rata Payee shall surrender and deliver this Note, duly endorsed, to Maker or such other address which Maker shall designate against delivery of the Conversion Warrants, (iii) Maker shall promptly deliver a new duly executed Note to the Payee in the principal amount that remains outstanding, if any, after any such conversion and (iv) in exchange for all or any portion of the distribution on surrendered Note, Maker shall deliver to Payee the OP Common Units Conversion Warrants, which shall bear such legends as are required, in the holder actually receivedopinion of counsel to Maker or by any other agreement between Maker and the Payee and applicable state and federal securities laws. (c) No fractional OP Common Units The Payee shall pay any and all issue and other taxes that may be issued payable with respect to any issue or delivery of the Conversion Warrants upon conversion of Class A OP Preferred Units. Instead of this Note pursuant hereto; provided, however, that the Payee shall not be obligated to pay any fractional OP Common Units that would otherwise be deliverable upon transfer taxes resulting from any transfer requested by the conversion of Class A OP Preferred Units, the Partnership shall pay to the General Partner as holder of Payee in connection with any such converted units an amount in cash equal to the cash payable to a holder of an equivalent number of converted Series A Preferred Shares in lieu of fractional Common Sharesconversion. (d) The Partnership will pay any Conversion Warrants shall not be issued upon conversion of this Note unless such issuance and such conversion comply with all documentary stamp, issue or transfer taxes, and any other similar taxes, payable in respect applicable provisions of (i) the issue or delivery of OP Common Units or other securities or property on conversion or redemption of Class A OP Preferred Units pursuant hereto, and (ii) the issue or delivery of Common Shares or other securities or property on conversion or redemption of Series A Preferred Shares pursuant to the terms of the General Partner's Declaration of Trust, as the same may be amended, restated or supplemented from time to timelaw.

Conversion. Class (A) At the Option of the Series A OP Preferred Unitholders. Beginning with the earlier of (1) the second (2nd) anniversary of (x) the date of the Series A Purchase Agreement, with respect to the Series A Preferred Units purchased by the Series A Purchase Agreement Purchasers under the Series A Purchase Agreement, or (y) the date of issuance of a Series A Preferred Unit, with respect to any Series A Purchaser who subsequently purchases any Series A Preferred Units issued in accordance with Section 5.8(b)(iv), and (2) immediately prior to the liquidation of the Partnership under Section 12.4, the Series A Preferred Units owned by such Series A Preferred Unitholder on such date shall be convertible, in whole or in part, at any time and from time to time thereafter upon the request of such Series A Preferred Unitholder, but not more than once per Quarter, in accordance with this Section 5.8(b)(vi). If Series A Preferred Units purchased by the Series A Purchase Agreement Purchasers become convertible under clause (x) of the preceding sentence, each such Series A Purchase Agreement Purchaser and its Affiliates shall be entitled to (and limited to) a single conversion right per Quarter (in the aggregate and inclusive of any conversion by any such Series A Purchase Agreement Purchaser’s Affiliates, with each Series A Purchase Agreement Purchaser and its Affiliates being entitled to a single separate conversion right per Quarter), which may be exercised only by the delivery by the BlackRock Purchaser (on behalf of itself and any other Series A Purchase Agreement Purchasers, and any of its or their Affiliates) of a proper Series A Conversion Notice. If Series A Preferred Units owned by a non-Affiliate transferee of a Series A Purchase Agreement Purchaser (or an Affiliate thereof) become convertible under clause (x) of the first sentence of this paragraph, or if Series A Preferred Units owned by a purchaser of Series A Preferred Units issued under Section 5.8(b)(iv) become convertible under clause (y) of the first sentence of this paragraph, each such other Series A Preferred Unitholder and its Affiliates shall be entitled to (and limited to) a single conversion right per Quarter (in the aggregate and inclusive of any conversion by such Series A Preferred Unitholder’s Affiliates). If Series A Preferred Units become convertible under this Section 5.8(b)(vi)(A), such Series A Preferred Units shall be convertible into a number of Common Units determined by multiplying the General Partner as holder thereof as follows: (a) Upon conversion of any number of Series A Preferred Shares into Common Shares, an equal number of Class A OP Preferred Units shall automatically to be converted into OP Common Units. The conversion ratio by (y) in effect from time to time for the conversion case of Class A OP Preferred Units into OP Common Units pursuant to clause (1) of the first sentence of this Section 7 shall at all times be equal to, and shall be automatically adjusted as necessary to reflectparagraph, the conversion ratio in effect from time to time for the conversion of Series A Preferred Shares into Common Shares. (b) The General Partner, as holder of Class A OP Preferred Units shall be entitled, with respect to Conversion Rate at such Class A OP Preferred Units held, at the close of business on a Record Date, to receive the distribution payable on such units on the corresponding Distribution Payment Date (the period with respect which a distribution is made on a Distribution Payment Date called the "quarter"); provided, however, that if Class A OP Preferred Units are converted during the period between the close of business on any Record Date and the opening of business on the corresponding Distribution Payment Date then the General Partner as such holder, in addition to all accrued and unpaid distributions with respect to prior quarters, shall be entitled to receive a pro rata portion of the distribution which would have been payable on such converted Class A OP Preferred Units had such Units been outstanding for the entire quarter determined by multiplying the amount of the distribution which would have been payable on such converted Class A OP Preferred Unit had such Units been outstanding for the entire such quarter by a fraction the numerator of which is the number of days in the current quarter elapsed through the day immediately preceding the date of conversion of such converted Class A OP Preferred Units and the denominator of which is the total number of days in the current quarter; provided, further, that the General Partner as such converting holder will be required to pay to the Partnership (and the Partnership shall be entitled to deduct from the pro rata distribution which the General Partner as such holder is entitled to receive with respect to the converted Class A OP Preferred Units for such quarter) at the time of such conversion a pro rata portion of the distribution which the General Partner as such converting holder is expected to receive on the OP Common Units into which his Class A OP Preferred Units were converted for such quarter determined by multiplying the amount of the distribution which would have been payable on such OP Common Units for the immediately preceding quarter by a fraction the numerator of which is the number of days in the current quarter elapsed through the day immediately preceding the date of conversion of such converted Class A OP Preferred Units and the denominator of which is the total number of days in the current quarter. In the event that the distribution on the OP Common Units for the quarter in which the Class A OP Preferred Units are converted to OP Common Units is less than the distribution on the OP Common Units for the immediately preceding quarter, the Partnership will pay the General Partner as such holder an amount equal to the difference between (i) the pro rata portion of the distribution on the OP Common Units which the General Partner as holder was expected to receive and which was deducted by the Partnership pursuant to the last proviso of the preceding sentence and (iiz) the pro rata portion of the distribution on the OP Common Units which the holder actually received. (c) No fractional OP Common Units shall be issued upon conversion of Class A OP Preferred Units. Instead of any fractional OP Common Units that would otherwise be deliverable upon the conversion of Class A OP Preferred Units, the Partnership shall pay to the General Partner as holder of such converted units an amount in cash equal to the cash payable to a holder of an equivalent number of converted Series A Preferred Shares in lieu of fractional Common Shares. (d) The Partnership will pay any and all documentary stamp, issue or transfer taxes, and any other similar taxes, payable in respect of (i) the issue or delivery of OP Common Units or other securities or property on conversion or redemption of Class A OP Preferred Units pursuant hereto, and (ii) the issue or delivery of Common Shares or other securities or property on conversion or redemption of Series A Preferred Shares pursuant to the terms of the General Partner's Declaration of Trust, as the same may be amended, restated or supplemented from time to time.the

Conversion. Class A OP Preferred Units shall be convertible by the General Partner as holder thereof as follows: (a) Upon conversion The Preferred Stock and accrued dividends will be convertible according to the procedure set forth in the Certificate of any number of Series A Preferred Shares into Common Shares, an equal number of Class A OP Preferred Units shall automatically be converted into OP Common Units. The conversion ratio in effect from time to time for the conversion of Class A OP Preferred Units into OP Common Units pursuant to this Section 7 shall at all times be equal to, and shall be automatically adjusted as necessary to reflect, the conversion ratio in effect from time to time for the conversion of Series A Preferred Shares into Common SharesDesignation. (b) The General PartnerCompany understands that a delay in the delivery of the Company Shares after Conversion, and delivery of Preferred Stock certificates representing the unconverted balance of a Preferred Stock certificate tendered for conversion, beyond the date described for such delivery set forth in the Certificate of Designation or Mandatory Conversion Date (as that term is employed in the Certificate of Designation), or late delivery of a Mandatory Redemption Payment (as defined herein), as holder the case may be, (each of Class A OP the foregoing a "Delivery Date") could result in economic loss to the Subscriber. As compensation to the Subscriber for such loss, the Company agrees to pay late payments to the Subscriber for late delivery of Shares upon Conversion and late delivery of a Preferred Units Stock certificates for the unconverted portion of a Preferred Stock or late delivery of a Mandatory Redemption Payment in the amount of $100 per business day after the Delivery Date for each $10,000 of Stated Value of Preferred Stock being converted and Preferred Stock certificate remaining undelivered or Mandatory Redemption Payment not paid. The Company shall be entitled, with respect to such Class A OP Preferred Units held, at the close of business on a Record Date, to receive the distribution payable on such units on the corresponding Distribution Payment Date (the period with respect which a distribution is made on a Distribution Payment Date called the "quarter"); provided, however, that if Class A OP Preferred Units are converted during the period between the close of business on pay any Record Date and the opening of business on the corresponding Distribution Payment Date then the General Partner as such holderpayments incurred under this Section in immediately available funds upon demand. Furthermore, in addition to all accrued and unpaid distributions with respect any other remedies which may be available to prior quartersthe Subscriber, shall in the event that the Company fails for any reason to effect delivery of the Shares within three business days after the Delivery Date, the Subscriber will be entitled to receive revoke the relevant Notice of Conversion by delivery of a pro rata portion notice of revocation to the Company whereupon the Company and the Subscriber shall each be restored to their respective positions immediately prior to the delivery of such notice of revocation, except that late payment charges described above shall be payable through the date notice of revocation is given to the Company. (c) Nothing contained herein or in any document referred to herein or delivered in connection herewith shall be deemed to establish or require the payment of a rate of interest or other charges in excess of the distribution which would have been payable on such converted Class A OP Preferred Units had such Units been outstanding for the entire quarter determined maximum permitted by multiplying the amount of the distribution which would have been payable on such converted Class A OP Preferred Unit had such Units been outstanding for the entire such quarter by a fraction the numerator of which is the number of days in the current quarter elapsed through the day immediately preceding the date of conversion of such converted Class A OP Preferred Units and the denominator of which is the total number of days in the current quarter; provided, further, that the General Partner as such converting holder will be required to pay to the Partnership (and the Partnership shall be entitled to deduct from the pro rata distribution which the General Partner as such holder is entitled to receive with respect to the converted Class A OP Preferred Units for such quarter) at the time of such conversion a pro rata portion of the distribution which the General Partner as such converting holder is expected to receive on the OP Common Units into which his Class A OP Preferred Units were converted for such quarter determined by multiplying the amount of the distribution which would have been payable on such OP Common Units for the immediately preceding quarter by a fraction the numerator of which is the number of days in the current quarter elapsed through the day immediately preceding the date of conversion of such converted Class A OP Preferred Units and the denominator of which is the total number of days in the current quarterapplicable law. In the event that the distribution on rate of interest or dividends required to be paid or other charges hereunder exceed the OP Common Units for maximum permitted by such law, any payments in excess of such maximum shall be credited against amounts owed by the quarter in which the Class A OP Preferred Units are converted to OP Common Units is less than the distribution on the OP Common Units for the immediately preceding quarter, the Partnership will pay the General Partner as such holder an amount equal Company to the difference between (i) the pro rata portion of the distribution on the OP Common Units which the General Partner as holder was expected to receive Subscriber and which was deducted by the Partnership pursuant thus refunded to the last proviso of the preceding sentence and (ii) the pro rata portion of the distribution on the OP Common Units which the holder actually receivedCompany. (c) No fractional OP Common Units shall be issued upon conversion of Class A OP Preferred Units. Instead of any fractional OP Common Units that would otherwise be deliverable upon the conversion of Class A OP Preferred Units, the Partnership shall pay to the General Partner as holder of such converted units an amount in cash equal to the cash payable to a holder of an equivalent number of converted Series A Preferred Shares in lieu of fractional Common Shares. (d) The Partnership will pay any and all documentary stamp, issue or transfer taxes, and any other similar taxes, payable in respect of (i) the issue or delivery of OP Common Units or other securities or property on conversion or redemption of Class A OP Preferred Units pursuant hereto, and (ii) the issue or delivery of Common Shares or other securities or property on conversion or redemption of Series A Preferred Shares pursuant to the terms of the General Partner's Declaration of Trust, as the same may be amended, restated or supplemented from time to time.

Conversion. Class A OP Preferred Units shall be convertible by the General Partner as holder thereof as follows: (a) Upon conversion Subject to the provisions of any number Section 6 hereof, each Share of Series A Convertible Preferred Shares into Common Shares, an equal number of Class A OP Preferred Units shall automatically Stock may be converted by the holder thereof at any time in whole or in part (but if in part, in amounts not less than 100 Shares or any whole multiple thereof) at such time, in such manner and upon such terms and conditions as are provided in this Section 5 into OP fully paid and non-assessable shares of Series A Common UnitsStock at the Conversion Rate (as defined below). The conversion ratio in effect from time to time In the case of Shares called for the conversion of Class A OP Preferred Units into OP Common Units redemption by this Corporation pursuant to this Section 7 shall at all times be equal to, and shall be automatically adjusted as necessary to reflect6(a), the conversion ratio in effect from time to time for the conversion of Series A Preferred Shares into Common Shares. (b) The General Partner, as holder of Class A OP Preferred Units right provided by this Section 5 shall be entitled, with respect to such Class A OP Preferred Units held, terminate at the close of business on the Business Day immediately preceding the applicable Redemption Date. In the case of Shares required to be redeemed pursuant to Section 6(b), the conversion right provided by this Section 5 shall terminate immediately upon receipt by this Corporation of a Record Datenotice given pursuant to such Section. In case cash, securities or property other than Series A Common Stock shall be payable, deliverable or issuable upon conversion as provided herein, then all references to Series A Common Stock in this Section 5 shall be deemed to apply, so far as appropriate and as nearly as may be, to receive the distribution payable on such units on the corresponding Distribution Payment Date (the period with respect which a distribution is made on a Distribution Payment Date called the "quarter"); providedcash, however, that if Class A OP Preferred Units are converted during the period between the close of business on any Record Date and the opening of business on the corresponding Distribution Payment Date then the General Partner as such holder, in addition property or other securities. Whenever this Section 5 refers to all accrued and unpaid distributions with respect to prior quarters, shall be entitled to receive a pro rata portion of the distribution which would have been payable on such converted Class A OP Preferred Units had such Units been outstanding for the entire quarter determined by multiplying the amount of the distribution which would have been payable on such converted Class A OP Preferred Unit had such Units been outstanding for the entire such quarter by a fraction the numerator of which is the number of days in the current quarter elapsed through the day immediately preceding the date shares of Series A Common Stock outstanding, such number shall include any shares of such stock issuable upon exercise of rights or warrants or upon conversion of such converted Class A OP Preferred Units and the denominator of which is the total number of days in the current quarter; provided, further, that the General Partner as such converting holder will be required to pay Convertible Securities. (b) Subject to the Partnership (and provisions for adjustment hereinafter set forth in this Section 5, the Partnership shall Series A Convertible Preferred Stock may be entitled to deduct from the pro rata distribution which the General Partner as such holder is entitled to receive with respect to the converted Class into Series A OP Preferred Units for such quarter) Common Stock at the time initial conversion rate of such conversion a pro rata portion three fully paid and non-assessable shares of Series A Common Stock for one share of the distribution which the General Partner Series A Convertible Preferred Stock. This conversion rate as such converting holder is expected from time to receive on the OP Common Units into which his Class A OP Preferred Units were converted for such quarter determined by multiplying the amount of the distribution which would have been payable on such OP Common Units for the immediately preceding quarter by a fraction the numerator of which is the number of days in the current quarter elapsed through the day immediately preceding the date of conversion of such converted Class A OP Preferred Units and the denominator of which is the total number of days in the current quarter. In the event that the distribution on the OP Common Units for the quarter in which the Class A OP Preferred Units are converted to OP Common Units is less than the distribution on the OP Common Units for the immediately preceding quarter, the Partnership will pay the General Partner as such holder an amount equal to the difference between (i) the pro rata portion of the distribution on the OP Common Units which the General Partner as holder was expected to receive and which was deducted by the Partnership time adjusted cumulatively pursuant to the last proviso provisions of the preceding sentence and (ii) the pro rata portion of the distribution on the OP Common Units which the holder actually received. (c) No fractional OP Common Units shall be issued upon conversion of Class A OP Preferred Units. Instead of any fractional OP Common Units that would otherwise be deliverable upon the conversion of Class A OP Preferred Units, the Partnership shall pay this Section is hereinafter referred to the General Partner as holder of such converted units an amount in cash equal to the cash payable to a holder of an equivalent number of converted Series A Preferred Shares in lieu of fractional Common Shares. (d) The Partnership will pay any and all documentary stamp, issue or transfer taxes, and any other similar taxes, payable in respect of (i) the issue or delivery of OP Common Units or other securities or property on conversion or redemption of Class A OP Preferred Units pursuant hereto, and (ii) the issue or delivery of Common Shares or other securities or property on conversion or redemption of Series A Preferred Shares pursuant to the terms of the General Partner's Declaration of Trust, as the same may be amended, restated or supplemented from time to time"Conversion Rate."

Conversion. Class A OP Preferred Units shall be convertible by At any time while this Note remains outstanding, at the General Partner as holder thereof as follows: (a) Upon conversion option of the Noteholder, the Principal Amount of this Note or any number of Series A Preferred Shares into Common Sharesportion thereof, an equal number of Class A OP Preferred Units shall automatically together with all accrued but unpaid interest on such amount, may be converted into OP Common Series A-1 Preferred Units of the Company (the “Preferred Units”). The number of Preferred Units that this Note shall be converted into is based upon the conversion ratio price equal to, at the time of conversion, the least of (1) $8.3579, (2) the per-share or per-unit offer price to the public in effect connection with an underwritten initial public offering (“IPO”) of shares multiplied by 0.80, or if the Company (or its successor) completes a direct listing of its securities (together with an IPO, the “IPO Transactions”) on a national securities exchange or marketplace (the “Stock Exchange”), the average of the closing trading per-share or per unit price of such securities (“Listed Securities”) during the first 5 days of trading multiplied by 0.80, or (3) the per-unit price of any financing transaction in which Preferred Units are sold multiplied by 0.80 (the “Conversion Price”) and shall be determined by dividing the amount of Senior Convertible Note then-outstanding principal of the Note that the Noteholder desires to be converted, together with all accrued but unpaid interest on such amount, by the Conversion Price, and rounding the result to the nearest whole Preferred Unit (or, if applicable, share of Series A-1 Preferred Stock, as described below), subject to adjustment as provided for in this Section 2. Notwithstanding the foregoing, once the Company has consummated the Restructuring, at the option of the Noteholder, this Note may be converted into shares of the Surviving Company’s Series A-1 Preferred Stock described the Restructure Agreement (the “Series A-1 Preferred Stock”). The Preferred Units or shares of Series A-1 Preferred Stock into which this Note may from time to time for convert are defined in this Note as the conversion of Class A OP Preferred Units into OP Common Units pursuant to this Section 7 shall at all times be equal to, and “Conversion Securities.” The Conversion Price shall be automatically equitably adjusted as necessary to reflectin the event of any dividends or distributions, splits, reverse splits, mergers, reorganizations, or other similar actions and recapitalizations taken with respect the conversion ratio in effect Conversion Securities. In the event the Company at any time or from time to time for the conversion of Series A Preferred Shares into Common Shares. (b) The General Partner, as holder of Class A OP Preferred Units shall be entitled, with respect to such Class A OP Preferred Units held, at the close of business on a Record Date, to receive the distribution payable on such units on the corresponding Distribution Payment Date (the period with respect which a distribution is made on a Distribution Payment Date called the "quarter"); provided, however, that if Class A OP Preferred Units are converted during the period between the close of business on any Record Date and the opening of business on the corresponding Distribution Payment Date then the General Partner as such holder, in addition to all accrued and unpaid distributions with respect to prior quarters, shall be entitled to receive a pro rata portion of the distribution which would have been payable on such converted Class A OP Preferred Units had such Units been outstanding for the entire quarter determined by multiplying the amount of the distribution which would have been payable on such converted Class A OP Preferred Unit had such Units been outstanding for the entire such quarter by a fraction the numerator of which is the number of days in the current quarter elapsed through the day immediately preceding after the date of conversion this Note shall issue or become obligated to issue Class B Common Units of the Company to the Noteholder and/or any of its Affiliates, then and in each such event the Conversion Securities shall be deemed to include an additional number of Class B Common Units that Noteholder would have received if this Note have been converted Class A OP into Series A-1 Preferred Units and the denominator of which is the total number of days in the current quarter; provided, further, that the General Partner as such converting holder will be required to pay to the Partnership (and the Partnership shall be entitled to deduct from the pro rata distribution which the General Partner as such holder is entitled to receive with respect to the converted Class A OP Preferred Units for such quarter) at the time of such conversion a pro rata portion of the distribution which the General Partner as such converting holder is expected to receive on the OP Common Units into which his Class A OP Preferred Units were converted for such quarter determined by multiplying the amount of the distribution which would have been payable on such OP Common Units for the immediately preceding quarter by a fraction the numerator of which is the number of days in the current quarter elapsed through the day immediately preceding the date of conversion such issuance. Any request by Noteholder to convert all or a portion of such converted Class A OP this Note must be accompanied by a written notice in a form reasonably acceptable to the Company which states that the Noteholder elects to convert this Note, or a specified portion hereof, and shall also state the name or names (with address or addresses) in which the Conversion Securities shall be issued, it being understood that neither the Preferred Units nor the Series A-1 Preferred Stock are certificated and the denominator as such any issuance of which is the total number of days Conversion Securities shall be evidenced solely via book entry in the current quarterapplicable issuer’s unit or stock records, as applicable. In the event that the distribution on the OP Common Units of conversion of this Note in part only, this Note shall be cancelled contemporaneously with such partial conversion and a new note or notes for the quarter unconverted portion hereof will be issued in which the Class A OP Preferred Units are converted name of the Noteholder upon the cancellation of this Note. In the event an IPO Transaction is consummated and as long as this Note remains outstanding, the Company and the Surviving Company shall agree, upon reasonable request by the Noteholder, to OP Common Units is less than the distribution on the OP Common Units amend this Note to include additional provisions for the immediately preceding quarter, the Partnership will pay the General Partner as such holder an amount equal to the difference between (i) the pro rata portion purpose of complying with certain rules and regulations of the distribution on Securities and Exchange Commission and the OP Common Units which the General Partner as holder was expected to receive and which was deducted Stock Exchange, including any “blocker” provisions limiting beneficial ownership of Listed Securities by the Partnership pursuant to the last proviso of the preceding sentence and (ii) the pro rata portion of the distribution on the OP Common Units which the holder actually received. (c) No fractional OP Common Units shall be issued Noteholder upon conversion of Class A OP Preferred Units. Instead of any fractional OP Common Units that would otherwise be deliverable upon the conversion of Class A OP Preferred Units, the Partnership shall pay to the General Partner as holder of such converted units an amount in cash equal to the cash payable to a holder of an equivalent number of converted Series A Preferred Shares in lieu of fractional Common SharesNote. (d) The Partnership will pay any and all documentary stamp, issue or transfer taxes, and any other similar taxes, payable in respect of (i) the issue or delivery of OP Common Units or other securities or property on conversion or redemption of Class A OP Preferred Units pursuant hereto, and (ii) the issue or delivery of Common Shares or other securities or property on conversion or redemption of Series A Preferred Shares pursuant to the terms of the General Partner's Declaration of Trust, as the same may be amended, restated or supplemented from time to time.

Conversion. Class A OP Preferred Units shall be convertible by Subject to the General Partner as holder thereof as follows: (a) Upon conversion of any number provisions for adjustment hereinafter set forth, each share of Series A Preferred Shares Stock shall be convertible at the option of the holder at any time after the Issue Date into shares of Common SharesStock at the Conversion Ratio (as defined in Section 11). (b) Any conversion by the holders of the Series A Preferred Stock shall be in an aggregate amount with a Stated Value equal to at least $100,000 or all shares of Series A Preferred Stock of such holder. Conversion of the Series A Preferred Stock may be effected by any such holder upon the surrender to the Corporation at the principal office of the Corporation in the State of California or at the office of any agent or agents of the Corporation, an equal as may be designated by the Board of Directors of the Corporation (the "Transfer Agent"), of the certificate(s) for such Series A Preferred Stock to be converted, accompanied by a written notice stating that such holder elects to convert all or a specified whole number of Class A OP Preferred Units shall automatically be converted into OP Common Units. The conversion ratio such shares in effect from time to time for accordance with the conversion provisions of Class A OP Preferred Units into OP Common Units pursuant to this Section 7 8 and specifying the name or names in which such holder wishes the certificate or certificates for shares of Common Stock to be issued. In case any holder's notice shall at all times be equal tospecify a name or names other than that of such holder, and such notice shall be automatically adjusted as necessary to reflectaccompanied by payment of all transfer taxes payable upon the issuance of shares of Common Stock in such name or names. Other than such taxes, the conversion ratio Corporation will pay any and all issue and other taxes (other than taxes based on income) that may be payable in effect from time to time for the respect of any issue or delivery of shares of Common Stock on conversion of Series A Preferred Shares into Stock pursuant hereto. As promptly as practicable, and in any event within five Business Days after the surrender of such certificate or certificates and the receipt of such notice relating thereto and, if applicable, payment of all transfer taxes (or the demonstration to the satisfaction of the Corporation that such taxes have been paid), the Corporation shall deliver or cause to be delivered (i) certificates representing the number of validly issued, fully paid and nonassessable full shares of Common Shares. (b) The General PartnerStock, as to which the holder of Class shares of Series A OP Preferred Units Stock being converted shall be entitledentitled and (ii) if less than the full number of shares of Series A Preferred Stock evidenced by the surrendered certificate or certificates is being converted, with respect a new certificate or certificates, of like tenor, for the number of shares evidenced by such surrendered certificate or certificates less the number of shares being converted. Such conversion shall be deemed to such Class A OP Preferred Units held, have been made at the close of business on a Record Datethe date of giving such notice so that the rights of the holder thereof as to the shares being converted shall cease except for the right to receive shares of Common Stock, in accordance herewith, and the person entitled to receive the distribution payable on shares of Common Stock shall be treated for all purposes as having become the record holder of such units on shares of Common Stock at such time, so long as certificates for such holder's shares of Series A Preferred Stock are delivered to the corresponding Distribution Payment Date (Corporation within two Business Days after the period with respect which a distribution is made on a Distribution Payment Date called giving of notice. In any other case of conversion at the "quarter"); providedholder's option, howeverthe date of delivery of the certificates for the shares of Series A Preferred Stock shall be deemed to be the date of conversion. In case any shares of Series A Preferred Stock are to be redeemed pursuant to Section 5, that if Class such right of conversion shall cease and terminate as to the shares of Series A OP Preferred Units are converted during the period between Stock to be redeemed at the close of business on any Record Date and the opening of business on the corresponding Distribution Payment Date then the General Partner as such holder, in addition to all accrued and unpaid distributions with respect to prior quarters, shall be entitled to receive a pro rata portion of the distribution which would have been payable on such converted Class A OP Preferred Units had such Units been outstanding for the entire quarter determined by multiplying the amount of the distribution which would have been payable on such converted Class A OP Preferred Unit had such Units been outstanding for the entire such quarter by a fraction the numerator of which is the number of days in the current quarter elapsed through the day immediately Business Day preceding the date of conversion of such converted Class A OP Preferred Units and fixed for redemption unless the denominator of which is the total number of days Corporation shall default in the current quarter; provided, further, that the General Partner as such converting holder will be required to pay to the Partnership (and the Partnership shall be entitled to deduct from the pro rata distribution which the General Partner as such holder is entitled to receive with respect to the converted Class A OP Preferred Units for such quarter) at the time of such conversion a pro rata portion payment of the distribution which Redemption Price or the General Partner as such converting holder is expected to receive on the OP Common Units into which his Class A OP Preferred Units were converted for such quarter determined by multiplying the amount Change of the distribution which would have been payable on such OP Common Units for the immediately preceding quarter by a fraction the numerator of which is the number of days in the current quarter elapsed through the day immediately preceding the date of conversion of such converted Class A OP Preferred Units and the denominator of which is the total number of days in the current quarter. In the event that the distribution on the OP Common Units for the quarter in which the Class A OP Preferred Units are converted to OP Common Units is less than the distribution on the OP Common Units for the immediately preceding quarter, the Partnership will pay the General Partner as such holder an amount equal to the difference between (i) the pro rata portion of the distribution on the OP Common Units which the General Partner as holder was expected to receive and which was deducted by the Partnership pursuant to the last proviso of the preceding sentence and (ii) the pro rata portion of the distribution on the OP Common Units which the holder actually received. (c) No fractional OP Common Units shall be issued upon conversion of Class A OP Preferred Units. Instead of any fractional OP Common Units that would otherwise be deliverable upon the conversion of Class A OP Preferred Units, the Partnership shall pay to the General Partner as holder of such converted units an amount in cash equal to the cash payable to a holder of an equivalent number of converted Series A Preferred Shares in lieu of fractional Common Shares. (d) The Partnership will pay any and all documentary stamp, issue or transfer taxes, and any other similar taxes, payable in respect of (i) the issue or delivery of OP Common Units or other securities or property on conversion or redemption of Class A OP Preferred Units pursuant hereto, and (ii) the issue or delivery of Common Shares or other securities or property on conversion or redemption of Series A Preferred Shares pursuant to the terms of the General Partner's Declaration of TrustControl Price, as the same case may be amended, restated or supplemented from time to timebe.

Conversion. Class A OP (i) Subject to and upon compliance with the provisions of this Section 7, a holder of Preferred Units shall have the right, at such holder's option, to convert such Preferred Units, in whole or in part, into the number of Common Units per Preferred Unit obtained by dividing the Liquidation Preference (excluding any accumulated, accrued and unpaid distributions) per Preferred Unit by the Conversion Price in effect at the time and on the date provided for in Section 7(b)(iv) hereof. In order to exercise the conversion right, the holder of each Preferred Unit to be converted shall surrender the certificate representing such unit, duly endorsed or assigned to the Partnership or in blank, at the office of the Transfer Agent, accompanied by written notice to the Partnership that the holder thereof elects to convert such Preferred Unit. (ii) At any time (x) on or after the first anniversary of the Issue Date and within five (5) Business Days after any date on which the Internal Rate of Return exceeds 20% or (y) on or after the third anniversary of the Issue Date, and in the case of either (x) or (y), if the Long-Term Value or a REIT Share and the Value of a REIT Share, as of any of the immediately preceding five (5) Business Days, is in excess of $52.50, the Partnership shall have the right, but not the obligation, to cause such Preferred Units to be converted, in whole or in part, into the number of Common Units per Preferred Unit obtained by dividing the Liquidation Preference (excluding any accumulated, accrued and unpaid distributions) per Preferred Unit by the Conversion Price in effect at the time and on the date provided for in Section 7(b)(iv) hereof. In order to exercise the conversion right, the Partnership shall send notice of such conversion (the "Conversion Notice") to each holder of record of Preferred Units address as the same appears on the records of the Partnership. Any Conversion Notice which was mailed in the manner herein provided shall be conclusively presumed to have been duly given on the date mailed. Each such Conversion Notice shall state, as appropriate: (1) the date of conversion, which date may be any date within twenty (20) Business Days following the date on which the Conversion Notice is mailed; (2) the number of Preferred Units to be converted and, if fewer than all such Preferred Units held by such holder are to be converted, the number of such Preferred Units to be converted; and (3) the then current Conversion Price. Upon receiving the Conversion Notice, each such holder shall promptly surrender the certificates representing such Preferred Units as are being converted on the conversion date, duly endorsed or assigned to the Partnership or in blank, at the office of the Transfer Agent; provided, however, that the failure to so surrender any such certificates shall not in any way affect the validity of the conversion of the underlying Preferred Units into Common Units. (iii) If fewer than all the outstanding Preferred Units are to be converted pursuant to Section 7(a)(ii) hereof, the Preferred Units to be converted shall be selected by the Partnership from outstanding Preferred Units not previously called for conversion by lot or, with respect to the number of Preferred Units held of record by each holder of such Preferred Units, pro rata (as nearly as may be) or by any other method as may be determined by the General Partner in its discretion to be equitable. If fewer than all the Preferred Units represented by any certificate are converted, then a new certificate representing the unredeemed Preferred Units shall be convertible issued without cost to the holders thereof. (i) Unless the Common Units issuable on conversion are to be issued in the same name as the name in which such Preferred Units are registered, each such Preferred Unit surrendered following conversion shall be accompanied by instruments of transfer, in form satisfactory to the Partnership, duly executed by the General Partner as holder thereof as follows:or such holder's duly authorized representative, and an amount sufficient to pay any transfer or similar tax (or evidence reasonably satisfactory to the Partnership demonstrating that such taxes have been paid). (aii) Upon A holder of Preferred Units shall, as of the date of the conversion of such Preferred Units to Common Units, be entitled to receive a cash payment in respect of any distributions (whether or not earned or declared) that are accumulated, accrued and unpaid thereon as of the time of such conversion, provided, however, that payment in respect of any distributions on such Preferred Units that has been declared but for which the Distribution Payment Date has not yet been reached shall be payable as of such Distribution Payment Date. Except as provided above, the Partnership shall make no payment or allowance for unpaid distributions, whether or nor in arrears, on converted Preferred Units. (iii) As promptly as practicable after the surrender of certificates for Preferred Units, and in any event no later than five (5) Business Days after the date of such surrender, the Partnership shall issue and deliver at such office to such holder, or send on such holders' written order, a certificate or certificates for the number of Series A full Common Units issuable upon the conversion of such Preferred Shares into Units in accordance with the provisions of this Section 7, and any fractional interest in respect of a Common SharesUnit arising upon such conversion shall be settled as provided in Section 7(c) hereof. (iv) Each conversion shall be deemed to have been effected (x) in the case of a conversion pursuant to Section 7(a)(i) hereof, an equal number immediately prior to the close of Class A OP business on the date on which the certificates for Preferred Units shall automatically be converted into OP Common Units. The have been surrendered and written notice of conversion ratio is received by the Transfer Agent in effect from time accordance with Section 7(a)(i) hereof, and (y) in the case of a conversion pursuant to time for Section 7(a)(ii) hereof, immediately prior to the close of business on the date identified as the conversion of Class A OP Preferred Units into OP Common Units date in the Conversion Notice sent by the Partnership pursuant to this Section 7 shall at all times be equal to7(a)(ii) hereof; and, and shall be automatically adjusted as necessary to reflectin the case of (x) or (y), the conversion ratio person or persons in effect from time to time whose name or names any certificate or certificates for the conversion of Series A Preferred Shares into Common Shares. (b) The General Partner, as holder of Class A OP Preferred Units shall be entitledissuable upon such conversion shall be deemed to have become the holder or holders of record of the Common Units represented thereby at such time on such date, with respect and such conversion shall be at the Conversion Price in effect at such time on such date, unless the transfer books of the Partnership shall be closed on that date, in which event such person or persons shall be deemed to become such Class A OP Preferred Units held, holder or holders of record at the close of business on the next succeeding day on which such transfer books are open, but such conversion shall be at the Conversion Price (x) in the case of a Record Dateconversion pursuant to Section 7(a)(i) hereof, to receive the distribution payable on such units in effect on the corresponding Distribution Payment Date (the period with respect which a distribution is made on a Distribution Payment Date called the "quarter"); provided, however, that if Class A OP Preferred Units are converted during the period between date immediately prior to the close of business on any Record Date the date on which certificates for the Preferred Units have been surrendered and the opening notice of business on conversion has been received by the corresponding Distribution Payment Date then the General Partner as such holderTransfer Agent in accordance with Section 7(a)(i) hereof, in addition to all accrued and unpaid distributions with respect to prior quarters, shall be entitled to receive a pro rata portion of the distribution which would have been payable on such converted Class A OP Preferred Units had such Units been outstanding for the entire quarter determined by multiplying the amount of the distribution which would have been payable on such converted Class A OP Preferred Unit had such Units been outstanding for the entire such quarter by a fraction the numerator of which is the number of days (y) in the current quarter elapsed through the day immediately preceding case of conversion pursuant to Section 7(a)(ii) hereof, on the date of conversion of such converted Class A OP Preferred Units and the denominator of which is the total number of days set forth in the current quarter; provided, further, that the General Partner as such converting holder will be required to pay to the Partnership (and the Partnership shall be entitled to deduct from the pro rata distribution which the General Partner as such holder is entitled to receive with respect to the converted Class A OP Preferred Units for such quarter) at the time of such conversion a pro rata portion of the distribution which the General Partner as such converting holder is expected to receive on the OP Common Units into which his Class A OP Preferred Units were converted for such quarter determined by multiplying the amount of the distribution which would have been payable on such OP Common Units for the immediately preceding quarter by a fraction the numerator of which is the number of days in the current quarter elapsed through the day immediately preceding the date of conversion of such converted Class A OP Preferred Units and the denominator of which is the total number of days in the current quarter. In the event that the distribution on the OP Common Units for the quarter in which the Class A OP Preferred Units are converted to OP Common Units is less than the distribution on the OP Common Units for the immediately preceding quarter, the Partnership will pay the General Partner as such holder an amount equal to the difference between (i) the pro rata portion of the distribution on the OP Common Units which the General Partner as holder was expected to receive and which was deducted Conversion Notice sent by the Partnership pursuant to the last proviso of the preceding sentence and (ii) the pro rata portion of the distribution on the OP Common Units which the holder actually receivedPartnership. (c) No fractional OP Common Units or scrip representing fractions of a Common Unit shall be issued upon conversion of Class A OP the Preferred Units. Instead of any fractional OP interest in a Common Units Unit that would otherwise be deliverable upon the conversion of Class A OP Preferred Units, the Partnership shall pay to the General Partner as holder of such converted units Preferred Units an amount in of cash equal to the product of (i) such fraction and (ii) the Value of a REIT Share as of the date of conversion. If more than one of any holder's Preferred Units shall be converted at one time, the number of full Common Units issuable upon conversion thereof shall be computed on the basis of the aggregate number of Preferred Units so converted. (i) If the Partnership shall be a party to any transaction (including without limitation, a merger, consolidation, sale of all or substantially all of the Partnership's assets or recapitalization of the Common Units, but excluding any transaction as to which a change in the Adjustment Factor would be effected) (each of the foregoing being referred to herein as a "Transaction"), in each case, as a result of which Common Units shall be converted into the right to receive securities or other property (including cash payable or any combination thereof), each Preferred Unit which is not converted into the right to receive securities or other property in connection with such Transaction shall thereupon be convertible into the kind and amount of securities or other property (including cash or any combination thereof) receivable upon such consummation by a holder of an equivalent that number of Common Units into which a Preferred Unit was convertible immediately prior to such Transaction. The Partnership shall not be a party to any Transaction unless the terms of such Transaction are consistent with the provisions of this Section 7(d), and it shall not consent or agree to the occurrence of any Transaction until the Partnership has entered into an agreement with the successor or purchasing entity, as the case may be, for the benefit of the holders of the Preferred Units that will contain provisions enabling the holders of the Preferred Units that remain outstanding after such Transaction to convert into the consideration received by holders of Common Units at the Conversion Price in effect immediately prior to such Transaction. The provisions of this Section 7(d)(i) shall apply to successive Transactions. (ii) Whenever the Conversion Price is adjusted as herein provided (whether pursuant to Section 7(d)(i) hereof or as a result of a change in the Adjustment Factor), the General Partner shall promptly file with the Transfer Agent an officer's certificate setting forth the Conversion Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment which certificate shall be conclusive evidence of the correctness of such adjustment absent manifest error. Promptly after delivery of such certificate, the General Partner shall prepare a notice of such adjustment of the Conversion Price setting forth the adjusted Conversion Price and the effective date such adjustment becomes effective and shall mail such notice of such adjustment of the Conversion Price to each holder of Preferred Units at such holder's address as shown on the records of the Partnership. (iii) In any case in which an adjustment to the Adjustment Factor shall become effective immediately after the effective date of an event, retroactive to the record date, if any, for such event, the Partnership may defer until the occurrence of such event (x) issuing to the holder of any Preferred Units converted Series A Preferred Shares after such record date and before the occurrence of such event the additional Common Units issuable upon such conversion by reason of the adjustment required by such event over and above the Common Units issuable upon such conversion before giving effect to such adjustment and (y) paying to such holder any amount of cash in lieu of fractional Common Sharesany fraction pursuant to Section 7(c) hereof. (div) There shall be no adjustment of the Conversion Price in case of the issuance of any unit of the Partnership except as specifically set forth in the definition of "Adjustment Factor" or in this Section 7(d). In addition, notwithstanding any other provision contained in the definition of "Adjustment Factor" or in this Section 7(d), there shall be no adjustment of the Conversion Price upon the payment of any cash distributions on any units of the Partnership. (v) If the Partnership shall take any action affecting the Common Units, other than action described in the definition of "Adjustment Factor" or in this Section 7(d) that, in the opinion of the General Partner would materially adversely affect the conversion rights of the holders of Preferred Units, the Conversion Price for the Preferred Units may be adjusted, to the extent permitted by law in such manner, if any, and at such time as the General Partner, in its sole discretion, may determine to be equitable under the circumstances. (vi) In addition to any other adjustment required hereby, to the extent permitted by law, the Partnership from time to time may decrease the Conversion Price by any amount, permanently or for a period of at least twenty (20) Business Days, if the decrease is irrevocable during the period. (e) For purposes of the definition of "Twelve-Month Period" in the Agreement, any holder of Preferred Units that have been converted to Common Units shall be deemed to have acquired such Common Units when such Preferred Units were acquired. (f) The Partnership will pay any and all documentary stamp, stamp or similar issue or transfer taxes, and any other similar taxes, taxes payable in respect of (i) the issue or delivery of OP Common Units or other securities or property on conversion or redemption of Class A OP Preferred Units pursuant hereto; provided, and (ii) however, that the Partnership shall not be required to pay any tax that may be payable in respect of any transfer involved in the issue or delivery of Common Shares Units or other securities or property on conversion in a name other than that of the holder of the Preferred Units to be converted, and no such issue or redemption of Series A Preferred Shares pursuant delivery shall be made unless and until the person requesting such issue or delivery has paid to the terms Partnership the amount of any such tax or established, to the reasonable satisfaction of the General Partner's Declaration of TrustPartnership, as the same may be amended, restated or supplemented from time to timethat such tax has been paid.

Conversion. Class A OP Preferred Units Subject to Sections 1.5(d), 1.8, 1.9 and 1.10, at the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any stockholder of the Company, each share of Company Capital Stock outstanding immediately prior to the Effective Time shall be convertible by converted into the General Partner as holder thereof as followsright to receive from Parent, following the surrender of the certificate representing such share of Company Capital Stock in accordance with Section 1.10, the following consideration: (ai) Upon conversion each share of Company Capital Stock held in the Company’s treasury or owned by Parent, Merger Sub, the Company or any direct or indirect wholly-owned subsidiary of Parent, Merger Sub or the Company immediately prior to the Effective Time, if any, shall be canceled without payment of any number consideration with respect thereto; (ii) each share of Series A Preferred Shares into Common Shares, an equal number of Class A OP Preferred Units Stock outstanding immediately prior to the Effective Time shall automatically be converted into OP Common Units. The conversion ratio in effect from time the right to time for the conversion of Class A OP Preferred Units into OP Common Units pursuant to this Section 7 shall at all times be equal to, and shall be automatically adjusted as necessary to reflect, the conversion ratio in effect from time to time for the conversion of Series A Preferred Shares into Common Shares. receive: (bA) The General Partner, as holder of Class A OP Preferred Units shall be entitled, with respect to such Class A OP Preferred Units held, at the close of business on a Record Date, to receive the distribution payable on such units on the corresponding Distribution Payment Date (the period with respect which a distribution is made on a Distribution Payment Date called the "quarter"); provided, however, that if Class A OP Preferred Units are converted during the period between the close of business on any Record Date and the opening of business on the corresponding Distribution Payment Date then the General Partner as such holder, in addition to all accrued and unpaid distributions with respect to prior quarters, shall be entitled to receive a pro rata portion of the distribution which would have been payable on such converted Class A OP Preferred Units had such Units been outstanding for the entire quarter determined by multiplying the amount of the distribution which would have been payable on such converted Class A OP Preferred Unit had such Units been outstanding for the entire such quarter by a fraction the numerator of which is the number of days in the current quarter elapsed through the day immediately preceding the date of conversion of such converted Class A OP Preferred Units and the denominator of which is the total number of days in the current quarter; provided, further, that the General Partner as such converting holder will be required to pay to the Partnership (and the Partnership shall be entitled to deduct from the pro rata distribution which the General Partner as such holder is entitled to receive with respect to the converted Class A OP Preferred Units for such quarter) at the time of such conversion a pro rata portion of the distribution which the General Partner as such converting holder is expected to receive on the OP Common Units into which his Class A OP Preferred Units were converted for such quarter determined by multiplying the amount of the distribution which would have been payable on such OP Common Units for the immediately preceding quarter by a fraction the numerator of which is the number of days in the current quarter elapsed through the day immediately preceding the date of conversion of such converted Class A OP Preferred Units and the denominator of which is the total number of days in the current quarter. In the event that the distribution on the OP Common Units for the quarter in which the Class A OP Preferred Units are converted to OP Common Units is less than the distribution on the OP Common Units for the immediately preceding quarter, the Partnership will pay the General Partner as such holder an amount equal to the difference between (i) the pro rata portion of the distribution on the OP Common Units which the General Partner as holder was expected to receive and which was deducted by the Partnership pursuant to the last proviso of the preceding sentence and (ii) the pro rata portion of the distribution on the OP Common Units which the holder actually received. (c) No fractional OP Common Units shall be issued upon conversion of Class A OP Preferred Units. Instead of any fractional OP Common Units that would otherwise be deliverable upon the conversion of Class A OP Preferred Units, the Partnership shall pay to the General Partner as holder of such converted units an amount in cash equal to to: (1) the cash payable to a holder of an equivalent number of converted Series A Preferred Shares Preference Per Share Amount (as defined in lieu of fractional Common Shares. Section 1.5(b)); plus (d) The Partnership will pay any and all documentary stamp, issue or transfer taxes, and any other similar taxes, payable in respect of (i2) the issue or delivery of OP Common Units or other securities or property on conversion or redemption of Class A OP Preferred Units pursuant hereto, and Residual Upfront Per Share Amount (iias defined in Section 1.5(b)); minus (3) the issue or delivery of Common Shares or other securities or property on conversion or redemption Indemnification Escrow Contribution Amount (as defined in Section 1.5(b)) per share of Series A Preferred Shares pursuant Stock; minus (4) the Expenses Escrow Contribution Amount (as defined in Section 1.5(b)) per share of Series A Preferred Stock; plus (B) any cash disbursements required to be made from the Indemnification Escrow Fund with respect to such share to the former holder thereof in accordance with the terms of the General Partner's Declaration of TrustEscrow Agreement, as and when such disbursements are required to be made; plus (C) any Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the same may Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. cash disbursements required to be amendedmade from the Expenses Escrow Fund with respect to such share to the former holder thereof in accordance with the terms of the Escrow Agreement, restated as and when such disbursements are required to be made; plus (D) any amounts required to be paid (or supplemented from time shares of Parent Common Stock to time.be issued) by Parent with respect to such share to the former holder thereof in accordance with the terms of Sections 1.7 and 1.8, as and when such payments (or issuances) are required to be made; (iii) each share of Series A-1 Preferred Stock outstanding immediately prior to the Effective Time shall be converted into the right to receive: (A) an amount in cash equal to: (1) the Series A-1 Preference Per Share Amount (as defined in Section 1.5(b)); plus (2) the Residual Upfront Per Share Amount; minus

Conversion. Class A OP Preferred Units shall be convertible by the General Partner as holder thereof as follows: (a) Upon conversion Commencing on the earlier of (i) twelve (12) months from the date hereof or (ii) the date of the closing of a Subsequent Financing, the Holder is entitled, at its option, to convert and sell on the same day, at any number of Series A Preferred Shares into Common Shares, an equal number of Class A OP Preferred Units shall automatically be converted into OP Common Units. The conversion ratio in effect time and from time to time for subject to restrictions set forth below, until payment in full of this Debenture, the principal amount of this Debenture, plus accrued and unpaid interest, in whole or in part, into either (i) shares of Common Stock at the Conversion Ratio if such conversion occurs based on the Market Price or (ii) the securities issued pursuant to a Subsequent Financing based on the Subsequent Financing Conversion Price, if a Subsequent Financing should occur before the Conversion Date. If conversion is not made in connection with a Subsequent Financing the conversion of Class A OP Preferred Units into OP Common Units pursuant to this Section 7 shall at all times be equal to, and price shall be automatically adjusted as necessary the greater of (i) the Market Price or (ii) the Floor Conversion Price. , In the event that this Debenture has not been paid in full or converted in full, prior to reflectthe closing of a Subsequent Financing, then at least 10 days prior to the closing of a Subsequent Financing, the conversion ratio Company shall deliver a notice to the Holder (a “Subsequent Financing Notice”). The Subsequent Financing Notice shall describe in effect from time reasonable detail the proposed terms of such Subsequent Financing and the Company shall attach thereto the subscription documents and other closing documents in connection with the Subsequent Financing. If the Holder desires to time for convert all or a portion of this Debenture together with the conversion interest thereon into the securities offered in the Subsequent Financing, then the Holder shall complete the subscription documents and other closing documents in connection with the Subsequent Financing and return them to the Maker, at least three business days prior to the closing of Series A Preferred Shares into Common Sharesthe Subsequent Financing. (b) The General PartnerNo fraction of shares or scrip representing fractions of shares will be issued on conversion, as holder of Class A OP Preferred Units shall be entitled, with respect to such Class A OP Preferred Units held, at the close of business on a Record Date, to receive the distribution payable on such units on the corresponding Distribution Payment Date (the period with respect which a distribution is made on a Distribution Payment Date called the "quarter"); provided, however, that if Class A OP Preferred Units are converted during the period between the close of business on any Record Date and the opening of business on the corresponding Distribution Payment Date then the General Partner as such holder, in addition to all accrued and unpaid distributions with respect to prior quarters, shall be entitled to receive a pro rata portion of the distribution which would have been payable on such converted Class A OP Preferred Units had such Units been outstanding for the entire quarter determined by multiplying the amount of the distribution which would have been payable on such converted Class A OP Preferred Unit had such Units been outstanding for the entire such quarter by a fraction the numerator of which is but the number of days shares issuable shall be rounded to the nearest whole share. To convert this Debenture, on the Conversion Date, the Holder hereof shall deliver written notice thereof, substantially in the current quarter elapsed through form of Exhibit A to this Debenture, with appropriate insertions (the day immediately preceding “Conversion Notice”), to the date Company at its address as set forth herein. (c) The Company shall reserve and keep available out of its authorized but unissued shares of Common Stock, solely for the purpose of effecting the conversion of this Debenture, such converted Class A OP Preferred Units and the denominator of which is the total number of days shares of Common Stock as shall from time to time be sufficient to effect such conversion, based upon the conversion price. (d) The issuance of a certificate or certificates for shares of Common Stock upon conversion of the Debenture shall be made without charge to the Holder for any documentary stamp or similar taxes that may be payable in respect of the current quarter; providedissuance or delivery of such certificate, further, provided that the General Partner as such converting holder will Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Partnership (and the Partnership shall be entitled to deduct from the pro rata distribution which the General Partner as such holder is entitled to receive with respect to the converted Class A OP Preferred Units for such quarter) at the time of such conversion a pro rata portion of the distribution which the General Partner as such converting holder is expected to receive on the OP Common Units into which his Class A OP Preferred Units were converted for such quarter determined by multiplying Company the amount of such tax or shall have established to the distribution which would have satisfaction of the Company that such tax has been payable paid. (e) The Debenture converted into Common Stock shall be canceled upon conversion. (f) Each Notice of Conversion shall be given by facsimile to the Company no later than 4:00 p.m. New York time, on any Business Day. Any such OP Common Units for notice shall be deemed given and effective upon the immediately preceding quarter by a fraction transmission of such facsimile at the numerator of which is the facsimile telephone number of days specified in the current quarter elapsed through the day immediately preceding the date Subscription Agreement (with printed confirmation of conversion of such converted Class A OP Preferred Units and the denominator of which is the total number of days in the current quartertransmission). In the event that the distribution Company receives the Notice of Conversion after 4:00 p.m. New York time, any such notice shall be deemed to have been given on the OP next Business Day. (g) When the Holder elects to convert a part of the Debenture, then the Company shall reissue a new Debenture in the same form as this Debenture to reflect the new principal amount. (h) If, at the time of issuance of shares of Common Units for Stock upon conversion of this Debenture, no registration statement is in effect with respect to such shares under applicable provisions of the quarter in which the Class A OP Preferred Units are converted to OP Common Units is less than the distribution on the OP Common Units for the immediately preceding quarterAct, the Partnership will pay the General Partner as such holder an amount equal to the difference between Company may, at its election, require that (i) the pro rata portion Holder provide written reconfirmation of the distribution on the OP Common Units which the General Partner as holder was expected to receive and which was deducted by the Partnership pursuant Holder’s investment intent to the last proviso of the preceding sentence and (ii) the pro rata portion of the distribution on the OP Common Units which the holder actually received. (c) No fractional OP Common Units shall be issued upon conversion of Class A OP Preferred Units. Instead of any fractional OP Common Units that would otherwise be deliverable upon the conversion of Class A OP Preferred Units, the Partnership shall pay to the General Partner as holder of such converted units an amount in cash equal to the cash payable to a holder of an equivalent number of converted Series A Preferred Shares in lieu of fractional Common Shares. (d) The Partnership will pay any and all documentary stamp, issue or transfer taxes, and any other similar taxes, payable in respect of (i) the issue or delivery of OP Common Units or other securities or property on conversion or redemption of Class A OP Preferred Units pursuant heretoCompany, and (ii) the issue or delivery of any stock certificate evidencing Common Shares or other securities or property on conversion or redemption of Series A Preferred Shares pursuant Stock shall bear legends reading substantially as follows: “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF THIS CERTIFICATE THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT.” (i) The Floor Conversion Price shall be subject to the terms of the General Partner's Declaration of Trust, adjustment as the same may be amended, restated or supplemented from time to timeset forth below in this Section 4(i).

Conversion. Class A OP Preferred Units In lieu of exercising this Warrant or any portion hereof, at any time, the Holder hereof shall have the right to convert this Warrant or any portion hereof into Warrant Shares by executing and delivering to the Company at its principal office the written Notice of Conversion in the form attached hereto as ANNEX C, specifying the portion of the Warrant to be converted, and accompanied by this Warrant. The number of shares of Warrant Shares to be issued to Holder upon such conversion shall be convertible computed using the following formula: X=(P)(Y)(A-B)/A where X = the number of shares of Common Stock to be issued to the Holder for the portion of the Warrant being converted. P = the portion of the Warrant being converted expressed as a decimal fraction. Y = the total number of Warrant Shares issuable upon exercise of the Warrant in full. A = the fair market value of one Warrant Share, which means the average closing sale price of one share of Common Stock during the five trading days immediately prior to the date the Notice of Conversion is received by the General Partner Company, as holder thereof reported in the principal market for such securities or, if no such market exists, the fair market value of one share of Common Stock as follows: (a) Upon conversion determined in good faith by the Company's Board of any number Directors. B = the Exercise Price on the date of Series A Preferred Shares into Common Shares, an equal number conversion. Any portion of Class A OP Preferred Units shall automatically be this Warrant that is converted into OP Common Units. The conversion ratio in effect from time to time for the conversion of Class A OP Preferred Units into OP Common Units pursuant to this Section 7 shall at all times be equal to, and shall be automatically adjusted as necessary to reflect, the conversion ratio in effect from time to time for the conversion of Series A Preferred Shares into Common Shares. (b) The General Partner, as holder of Class A OP Preferred Units immediately canceled. This Warrant or any portion hereof shall be entitled, with respect deemed to such Class A OP Preferred Units held, at have been converted immediately prior to the close of business on a Record Datethe date of its surrender for conversion as provided above, and the person entitled to receive the distribution payable on Warrant Shares issuable upon such units on conversion shall be treated for all purposes as the corresponding Distribution Payment Date (the period with respect which a distribution is made on a Distribution Payment Date called the "quarter"); provided, however, that if Class A OP Preferred Units are converted during the period between holder of such shares of record as of the close of business on any Record Date such date. As promptly as practicable after such date, the Company shall issue and deliver to the opening of business on the corresponding Distribution Payment Date then the General Partner as such holder, in addition to all accrued and unpaid distributions with respect to prior quarters, shall be person or persons entitled to receive the same a pro rata portion of the distribution which would have been payable on such converted Class A OP Preferred Units had such Units been outstanding certificate or certificates for the entire quarter determined by multiplying the amount of the distribution which would have been payable on such converted Class A OP Preferred Unit had such Units been outstanding for the entire such quarter by a fraction the numerator of which is the number of days in full Warrant Shares issuable upon such conversion. If the current quarter elapsed through the day immediately preceding the date of conversion of such Warrant shall be converted Class A OP Preferred Units and the denominator of which is for less than the total number of days in Warrant Shares then issuable upon conversion, promptly after surrender of the current quarter; providedWarrant upon such conversion, furtherthe Company will execute and deliver a new warrant, that dated the General Partner as such converting holder will be required to pay date hereof, evidencing the right of the Holder to the Partnership (and the Partnership shall be entitled to deduct from the pro rata distribution which the General Partner as such holder is entitled to receive with respect to the converted Class A OP Preferred Units for such quarter) at the time of such conversion a pro rata portion balance of the distribution which the General Partner as such converting holder is expected to receive on the OP Common Units into which his Class A OP Preferred Units were converted for such quarter determined by multiplying the amount of the distribution which would have been payable on such OP Common Units for the immediately preceding quarter by a fraction the numerator of which is the number of days in the current quarter elapsed through the day immediately preceding the date of conversion of such converted Class A OP Preferred Units and the denominator of which is the total number of days in the current quarter. In the event that the distribution on the OP Common Units for the quarter in which the Class A OP Preferred Units are converted to OP Common Units is less than the distribution on the OP Common Units for the immediately preceding quarter, the Partnership will pay the General Partner as such holder an amount equal to the difference between (i) the pro rata portion of the distribution on the OP Common Units which the General Partner as holder was expected to receive and which was deducted by the Partnership pursuant to the last proviso of the preceding sentence and (ii) the pro rata portion of the distribution on the OP Common Units which the holder actually received. (c) No fractional OP Common Units shall be issued upon conversion of Class A OP Preferred Units. Instead of any fractional OP Common Units that would otherwise be deliverable Warrant Shares purchasable hereunder upon the conversion of Class A OP Preferred Units, the Partnership shall pay to the General Partner as holder of such converted units an amount in cash equal to the cash payable to a holder of an equivalent number of converted Series A Preferred Shares in lieu of fractional Common Sharessame terms and conditions set forth herein. (d) The Partnership will pay any and all documentary stamp, issue or transfer taxes, and any other similar taxes, payable in respect of (i) the issue or delivery of OP Common Units or other securities or property on conversion or redemption of Class A OP Preferred Units pursuant hereto, and (ii) the issue or delivery of Common Shares or other securities or property on conversion or redemption of Series A Preferred Shares pursuant to the terms of the General Partner's Declaration of Trust, as the same may be amended, restated or supplemented from time to time.

Conversion. Class A OP Preferred Units shall be convertible by the General Partner as holder thereof as follows: (a) Upon conversion At the option and election of any number the holder thereof, each share of Series A B Preferred Shares Stock, including all unpaid dividends accumulated thereon to the Conversion Date (as defined below), whether or not such dividends have been declared, may be converted in the manner provided herein, into (i) fully paid, duly authorized and nonassessable shares of Series C Junior Participating Preferred Stock, without par value, of the Corporation (the "JUNIOR PREFERRED STOCK"), on any Conversion Date occurring prior to the Approval Date, and (ii) fully paid and nonassessable shares of Common SharesStock, an equal number on any Conversion Date occurring on or after the Approval Date. As of Class A OP the Conversion Date with respect to a share of Series B Preferred Units Stock, subject to subsections (d) and (e) of this Section A, such share shall automatically be converted into OP Common Units. The conversion ratio that number of Conversion Shares (as defined below) equal to the quotient of (i) the sum of (A) the Stated Value thereof plus (B) all unpaid dividends accumulated on such share of Series B Preferred Stock to the Conversion Date whether or not such dividends have been declared, divided by (ii) the Conversion Price in effect from time to time for on the conversion of Class A OP Preferred Units into OP Common Units pursuant to this Section 7 shall at all times be equal to, and shall be automatically adjusted as necessary to reflect, the conversion ratio in effect from time to time for the conversion of Series A Preferred Shares into Common SharesConversion Date. (b) The General PartnerConversion of shares of the Series B Preferred Stock may be effected by any holder thereof upon the surrender to the Corporation at the principal office of the Corporation or at the office of any agent or agents of the Corporation, as may be designated by the Board of Directors of the Corporation and identified to the holders in writing upon such designation, of the certificate for such shares of Series B Preferred Stock to be converted accompanied by a written notice stating that such holder elects to convert all or a specified whole number of shares represented by such certificate in accordance with the provisions of this Section A and specifying the name or names in which such holder wishes the certificate or certificates for Conversion Shares to be issued. In case such notice shall specify a name or names other than that of such holder, such notice shall be accompanied by payment of all transfer taxes payable upon the issuance of Conversion Shares in such name or names. Other than such taxes, the Corporation will pay any and all issue and other taxes (other than taxes based on income) that may be payable in respect of any issue or delivery of Conversion Shares on conversion of Series B Preferred Stock pursuant hereto. As promptly as practical, and in any event within three Business Days after the Conversion Date, the Corporation shall deliver or cause to be delivered as directed by the holder of Class A OP shares of Series B Preferred Units Stock being converted (i) certificates representing the number of validly issued, fully paid and nonassessable full Conversion Shares to which such holder shall be entitledentitled to, with respect (ii) any cash that is required to be paid pursuant to subsections (d) and (e) of this Section A, and (iii) if less than the full number of shares of Series B Preferred Stock evidenced by the surrendered certificate or certificates is being converted, a new certificate or certificates, of like tenor, for the number of shares of Series B Preferred Stock evidenced by such Class A OP surrendered certificate or certificates less the number of shares of Series B Preferred Units held, Stock being converted. Such conversion shall be deemed to have occurred at the close of business on a Record Datethe date (the "CONVERSION DATE") of the giving of such notice by the holder of the Series B Preferred Stock to be converted and of such surrender of the certificate or certificates representing the shares of Series B Preferred Stock to be converted so that as of such time the rights of the holder thereof as to the shares being converted shall cease except for the right to receive Conversion Shares and/or cash in accordance herewith, and the person entitled to receive the distribution payable on such units on the corresponding Distribution Payment Date (the period with respect which Conversion Shares issued as a distribution is made on a Distribution Payment Date called the "quarter"); provided, however, that if Class A OP Preferred Units are converted during the period between the close of business on any Record Date and the opening of business on the corresponding Distribution Payment Date then the General Partner as such holder, in addition to all accrued and unpaid distributions with respect to prior quarters, shall be entitled to receive a pro rata portion of the distribution which would have been payable on such converted Class A OP Preferred Units had such Units been outstanding for the entire quarter determined by multiplying the amount of the distribution which would have been payable on such converted Class A OP Preferred Unit had such Units been outstanding for the entire such quarter by a fraction the numerator of which is the number of days in the current quarter elapsed through the day immediately preceding the date of conversion of such converted Class A OP Preferred Units and the denominator of which is the total number of days in the current quarter; provided, further, that the General Partner as such converting holder will be required to pay to the Partnership (and the Partnership shall be entitled to deduct from the pro rata distribution which the General Partner as such holder is entitled to receive with respect to the converted Class A OP Preferred Units for such quarter) at the time result of such conversion a pro rata portion of shall be treated for all purposes as having become the distribution which the General Partner as such converting holder is expected to receive on the OP Common Units into which his Class A OP Preferred Units were converted for such quarter determined by multiplying the amount of the distribution which would have been payable on such OP Common Units for the immediately preceding quarter by a fraction the numerator of which is the number of days in the current quarter elapsed through the day immediately preceding the date of conversion of such converted Class A OP Preferred Units and the denominator of which is the total number of days in the current quarter. Conversion Shares at such time. (c) In the event that the distribution Series B Preferred Stock is to be redeemed or repurchased pursuant to Article V hereof, from and after the Redemption Date or the applicable repurchase date, the right of a holder to convert shares of Series B Preferred Stock pursuant to this Section A shall cease and terminate, except if the Corporation shall default in payment of the Redemption Price on the OP Common Units for Redemption Date or the quarter repurchase price on the applicable repurchase date, in which case all such rights shall continue unless and until such shares are redeemed or repurchased and such redemption or repurchase price is paid in full in accordance with the Class A OP terms hereof. Notwithstanding anything in the foregoing to the contrary, if the Conversion Date shall occur with respect to any shares of Series B Preferred Units are Stock on or prior to any Redemption Date or repurchase date, such shares of Series B Preferred Stock shall be converted to OP Common Units is less than by the distribution on Corporation into Conversion Shares in the OP Common Units for manner provided in this Section A. (d) In connection with the immediately preceding quarterconversion of any shares of Series B Preferred Stock, no fractions of Conversion Shares shall be issued, but in lieu thereof the Partnership will Corporation shall pay the General Partner as a cash adjustment in respect of such holder fractional interest in an amount equal to such fractional interest multiplied by the difference between Closing Price per share of Common Stock on the Conversion Date (i) or on the pro rata portion Trading Day immediately preceding the Conversion Date, if the Conversion Date is not a Trading Day). If more than one share of Series B Preferred Stock shall be surrendered for conversion by the same holder on the same Conversion Date, the number of full Conversion Shares issuable on conversion thereof shall be computed on the basis of the distribution on the OP Common Units which the General Partner as holder was expected to receive and which was deducted by the Partnership pursuant to the last proviso total number of the preceding sentence and (ii) the pro rata portion shares of the distribution on the OP Common Units which the holder actually receivedSeries B Preferred Stock so surrendered. (ce) No fractional OP Common Units The Corporation shall be issued upon conversion of Class A OP Preferred Units. Instead of any fractional OP Common Units that would otherwise be deliverable at all times reserve and keep available for issuance upon the conversion of Class A OP the Series B Preferred UnitsStock in accordance with the terms hereof, the Partnership shall pay to the General Partner as holder of such converted units an amount in cash equal to the cash payable to a holder of an equivalent number of converted Series A its authorized but unissued shares of Junior Preferred Shares in lieu of fractional Stock and Common Shares. (d) The Partnership Stock as will pay any and all documentary stamp, issue or transfer taxes, and any other similar taxes, payable in respect of (i) the issue or delivery of OP Common Units or other securities or property on conversion or redemption of Class A OP Preferred Units pursuant hereto, and (ii) the issue or delivery of Common Shares or other securities or property on conversion or redemption of Series A Preferred Shares pursuant to the terms of the General Partner's Declaration of Trust, as the same may be amended, restated or supplemented from time to timetime be sufficient to permit the conversion of all outstanding shares of Series B Preferred Stock, and shall take all action required to increase the authorized number of shares of Junior Preferred Stock or Common Stock if necessary to permit the conversion of all outstanding shares of Series B Preferred Stock, except that from and after the Approval Date no shares of Junior Preferred Stock shall be required to be so reserved.

Conversion. Class A OP Preferred Units shall be convertible by For so long as any amount of principal or accrued interest remains outstanding and payable to the General Partner as Investor pursuant to the Note, a holder thereof as follows: (a) Upon conversion of the Note may at any number of Series A Preferred Shares into Common Sharestime, an equal number of Class A OP Preferred Units shall automatically be converted into OP Common Units. The conversion ratio in effect or from time to time for the conversion of Class A OP Preferred Units into OP Common Units pursuant to this Section 7 shall at all times be equal to, and shall be automatically adjusted as necessary to reflect, the conversion ratio in effect from time to time for the conversion of Series A Preferred Shares into Common Shares. (b) The General Partner, as holder of Class A OP Preferred Units shall be entitled, with respect to such Class A OP Preferred Units heldtime, at the close of business on a Record Dateits option and discretion, elect to receive the distribution payable on such units on the corresponding Distribution Payment Date (the period with respect which a distribution is made on a Distribution Payment Date called the "quarter"); provided, however, that if Class A OP Preferred Units are converted during the period between the close of business on convert all or any Record Date and the opening of business on the corresponding Distribution Payment Date then the General Partner as such holder, in addition to all accrued and unpaid distributions with respect to prior quarters, shall be entitled to receive a pro rata portion of the distribution which would have been payable on such converted Class A OP Preferred Units had such Units been outstanding for the entire quarter determined by multiplying the amount of the distribution which would have been payable on such converted Class A OP Preferred Unit had such Units been outstanding for the entire such quarter by a fraction the numerator of which is the number of days in the current quarter elapsed through the day immediately preceding the date of conversion of such converted Class A OP Preferred Units unpaid principal of, and the denominator of which is the total number of days in the current quarter; provided, further, that the General Partner as such converting holder will be required to pay to the Partnership (and the Partnership shall be entitled to deduct from the pro rata distribution which the General Partner as such holder is entitled to receive with respect to the converted Class A OP Preferred Units for such quarter) at the time of such conversion a pro rata all or any portion of the distribution which accrued but unpaid interest on, such Note into shares (the General Partner as such converting holder is expected to receive on the OP Common Units into which his Class A OP Preferred Units were converted for such quarter determined by multiplying the amount "Note Shares") of the distribution which would have been payable on Company's Series A Convertible Preferred Stock, $.01 par value ("Existing Preferred") at a conversion price of $2.00 per share (the "Existing Preferred") (such OP Common Units price being subject to adjustment for stock splits, stock dividends and the immediately preceding quarter by a fraction the numerator of which is the number of days in the current quarter elapsed through the day immediately preceding the date of conversion like) upon written notice of such converted Class A OP Preferred Units and election to the denominator of which is the total number of days in the current quarterCompany. In the event that the distribution on Investor elects to convert a portion of the OP Common Units for unpaid principal of the quarter in which the Class A OP Preferred Units are converted to OP Common Units is less than the distribution on the OP Common Units for the immediately preceding quarterNote, or any accrued interest thereon, as set forth above, the Partnership will pay principal amount outstanding under the General Partner as Note at such holder time shall automatically be reduced by an amount equal to the difference between (i) amount so converted." In all other respects, the pro rata portion of the distribution on the OP Common Units which the General Partner as holder was expected to receive Purchase Agreement is hereby ratified, confirmed and which was deducted by the Partnership pursuant to the last proviso of the preceding sentence approved, and (ii) the pro rata portion of the distribution on the OP Common Units which the holder actually received. (c) No fractional OP Common Units all terms thereof shall remain in full force and effect and shall be issued upon conversion of Class A OP Preferred Units. Instead of any fractional OP Common Units that would otherwise be deliverable binding upon the conversion of Class A OP Preferred Unitsparties and their respective heirs, the Partnership shall pay to the General Partner as holder of such converted units an amount successors and assignees. This Amendment may be executed in cash equal to the cash payable to a holder of an equivalent any number of converted Series A Preferred Shares counterparts and by both parties hereto in separate counterparts, with the same effect as if both parties had signed the same document. All such counterparts shall be deemed an original, shall be construed together and shall constitute the same instrument. COMPANY: NEON SYSTEMS, INC. By: /s/ F. ▇▇▇▇▇▇ ▇▇▇▇▇▇ --------------------------------------- Title: President --------------------------------------- INVESTOR: JMI EQUITY FUND, L.P. By: JMI Partners, L.P., Its general partner By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ---------------------------------- ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, a general partner AMENDMENT NUMBER THREE TO SECURED CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT AND SECURED CONVERTIBLE PROMISSORY NOTE NEON Systems, Inc. (the "Company") and JMI Equity Fund, L.P. (the "Investor") hereby agree that the Secured Convertible Promissory Note Purchase Agreement (the "Purchase Agreement") by and between the Investor and the Company and the Company's Secured Convertible Promissory Note (the "Note"), each dated as of September 29, 1994, each as amended to date, be and hereby are amended such that the term "Payment Date," as defined therein, shall mean December 31, 1997 in lieu of fractional Common Shares. (d) The Partnership will pay any December 31, 1995. In all other respects, the Purchase Agreement and the Note are hereby ratified, confirmed and approved, and all documentary stampterms thereof remain in full force and effect. This Amendment may be executed in any number of counterparts and by both parties hereto in separate counterparts, issue or transfer taxes, and any other similar taxes, payable in respect of (i) the issue or delivery of OP Common Units or other securities or property on conversion or redemption of Class A OP Preferred Units pursuant hereto, and (ii) the issue or delivery of Common Shares or other securities or property on conversion or redemption of Series A Preferred Shares pursuant to the terms of the General Partner's Declaration of Trust, as with the same may effect as if both parties had signed the same document. All such counterparts shall be amendeddeemed an original, restated or supplemented from time to timeshall be construed together and shall constitute the same instrument.

Conversion. Class A OP Preferred Units shall be convertible by the General Partner as holder thereof as follows: (a) Prior to the Stated Maturity Date, the Holder shall have the right, at its option at any time, to convert some or all of the Note into such number of fully paid and nonassessable shares of Common Stock as is obtained by: dividing the principal amount of this Note to be converted by the Conversion Price then in effect. The rights of conversion set forth in this Section 4 shall be exercised by the Holder by giving written notice to the Company that the Holder elects to convert a stated amount of this Note into Common Stock and by surrender of this Note (or, in lieu thereof, by delivery of an appropriate lost security affidavit in the event this Note shall have been lost or destroyed) to the Company at its principal office (or such other office or agency of the Company as the Company may designate by notice in writing to the Holder) at any time on the date set forth in such notice (which date shall not be earlier than the Company's receipt of such notice), together with a statement of the name or names (with address) in which the certificate or certificates for shares of Common Stock shall be issued. Upon any conversion of this Note, the Company shall, at its option, pay any number accrued or unpaid interest on the portion of Series A Preferred Shares into Common this Note so converted in cash or in Interest Shares, an with each Interest Share having a value equal number of Class A OP Preferred Units shall automatically be converted into OP Common Units. The conversion ratio in effect from time to time for the Market Price on the conversion of Class A OP Preferred Units into OP Common Units pursuant to this Section 7 shall at all times be equal to, and shall be automatically adjusted as necessary to reflect, the conversion ratio in effect from time to time for the conversion of Series A Preferred Shares into Common Sharesdate. (b) The General PartnerPromptly after receipt of the written notice referred to in Section 4(a) above and surrender of this Note (or, in lieu thereof, by delivery of an appropriate lost security affidavit in the event this Note shall have been lost or destroyed), but in no event more than three (3) Business Days thereafter, the Company shall issue and deliver, or cause to be issued and delivered, to the Holder, registered in such name or names as the Holder may direct in writing, a certificate or certificates for the number of whole shares of Common Stock issuable upon the conversion of such portion of this Note. To the extent permitted by law, such conversion shall be deemed to have been effected, as holder of Class A OP Preferred Units shall be entitled, with respect to such Class A OP Preferred Units held, at the close of business on a Record Date, to receive the distribution payable date on which such units on written notice shall have been received by the corresponding Distribution Payment Date Company and this Note shall have been surrendered as aforesaid (the period with respect which a distribution is made on a Distribution Payment Date called the "quarter"); provided, however, that if Class A OP Preferred Units are converted during the period between the close of business on any Record Date and the opening of business on the corresponding Distribution Payment Date then the General Partner as such holderor, in addition lieu thereof, an appropriate lost security affidavit has been delivered to all accrued the Company), and unpaid distributions with respect to prior quartersat such time, shall be entitled to receive a pro rata portion the rights of the distribution which would have been payable on such converted Class A OP Preferred Units had such Units been outstanding for the entire quarter determined by multiplying the amount of the distribution which would have been payable on such converted Class A OP Preferred Unit had such Units been outstanding for the entire such quarter by a fraction the numerator of which is the number of days in the current quarter elapsed through the day immediately preceding the date of conversion of such converted Class A OP Preferred Units and the denominator of which is the total number of days in the current quarter; provided, further, that the General Partner as such converting holder will be required to pay to the Partnership (and the Partnership Holder shall be entitled to deduct from the pro rata distribution which the General Partner as such holder is entitled to receive cease with respect to the converted Class A OP Preferred Units for such quarter) at the time of such conversion a pro rata portion of the distribution which the General Partner as such converting holder is expected to receive on the OP Common Units into which his Class A OP Preferred Units were converted for such quarter determined by multiplying the principal amount of the distribution which would have been payable on such OP Common Units for the immediately preceding quarter by a fraction the numerator of which is the number of days in the current quarter elapsed through the day immediately preceding the date of conversion of such converted Class A OP Preferred Units Notes being converted, and the denominator Person or Persons in whose name or names any certificate or certificates for shares of which is Common Stock shall be issuable upon such conversion shall be deemed to have become the total number holder or holders of days in the current quarter. In the event that the distribution on the OP Common Units for the quarter in which the Class A OP Preferred Units are converted to OP Common Units is less than the distribution on the OP Common Units for the immediately preceding quarter, the Partnership will pay the General Partner as such holder an amount equal to the difference between (i) the pro rata portion record of the distribution on the OP Common Units which the General Partner as holder was expected to receive and which was deducted by the Partnership pursuant to the last proviso of the preceding sentence and (ii) the pro rata portion of the distribution on the OP Common Units which the holder actually receivedshares represented thereby. (c) No fractional OP Common Units shares shall be issued upon any conversion of Class A OP Preferred Unitsthis Note into Common Stock. Instead of If any fractional OP share of Common Units that would otherwise Stock would, except for the provisions of the first sentence of this Section 4(c), be deliverable delivered upon the conversion of Class A OP Preferred Unitssuch conversion, the Partnership Company, in lieu of delivering such fractional share, shall pay to the General Partner as holder of such converted units Holder an amount in cash equal to the cash payable Market Price of such fractional share of Common Stock. In case the principal amount of this Note exceeds the principal amount being converted, the Company shall, upon such conversion, execute and deliver to the Holder, at the expense of the Company, a holder new Note for the principal amount of an equivalent number of converted Series A Preferred Shares in lieu of fractional Common Sharesthis Note surrendered which is not to be converted. (d) The Partnership will If the Company shall, at any time or from time to time while this Note is outstanding, pay a dividend or make a distribution on its Common Stock in shares of Common Stock, subdivide its outstanding shares of Common Stock into a greater number of shares or combine its outstanding shares of Common Stock into a smaller number of shares or issue by reclassification of its outstanding shares of Common Stock any and all documentary stampshares of its capital stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation), issue or transfer taxes, and any other similar taxes, payable in respect of then (i) the issue or delivery Conversion Price in effect immediately prior to the date on which such change shall become effective shall be adjusted by multiplying such Conversion Price by a fraction, the numerator of OP which shall be the number of shares of Common Units or other securities or property on conversion or redemption Stock outstanding immediately prior to such change and the denominator of Class A OP Preferred Units pursuant hereto, which shall be the number of shares of Common Stock outstanding immediately after giving effect to such change and (ii) the issue number of Conversion Shares issuable upon conversion of this Note shall be adjusted by multiplying the number of Conversion Shares issuable upon conversion of this Note immediately prior to the date on which such change shall become effective by a fraction, the numerator of which is shall be the Conversion Price in effect immediately prior to the date on which such change shall become effective and the denominator of which shall be the Conversion Price in effect immediately after giving effect to such change, calculated in accordance with clause (i) above. Such adjustments shall be made successively whenever any event listed above shall occur. (e) If any capital reorganization, reclassification of the capital stock of the Company, consolidation or delivery merger of the Company with another corporation in which the Company is not the survivor, or sale, transfer or other disposition of all or substantially all of the Company's assets to another Person shall be effected, then, as a condition of such reorganization, reclassification, consolidation, merger, sale, transfer or other disposition, lawful and adequate provision shall be made whereby the Holder shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions herein specified and in lieu of the Conversion Shares immediately theretofore issuable upon conversion of this Note such shares of stock, securities or assets as would have been issuable or payable with respect to or in exchange for a number of Conversion Shares equal to the number of Conversion Shares immediately theretofore issuable upon conversion of this Note, had such reorganization, reclassification, consolidation, merger, sale, transfer or other disposition not taken place, and in any such case appropriate provision shall be made with respect to the rights and interests of the Holder to the end that the provisions hereof (including, without limitation, provision for adjustment of the Conversion Price) shall thereafter be applicable, as nearly equivalent as may be practicable in relation to any shares of stock, securities or assets thereafter deliverable upon the conversion hereof. The Company shall not effect any such consolidation, merger, sale, transfer or other disposition unless prior to or simultaneously with the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger, or the corporation purchasing or otherwise acquiring such assets or other appropriate corporation or entity shall assume the obligation to deliver to the Holder, at the last address of the Holder appearing on the books of the Company, such shares of stock, securities or assets as, in accordance with the foregoing provisions, the Holder may be entitled to purchase, without regard to any conversion limitation specified in Section 4, and the other obligations under this Note. The provisions of this paragraph (e) shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales, transfers or other dispositions. (f) In case the Company shall fix a payment date for the making of a distribution to all holders of Common Shares Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing corporation) of evidences of indebtedness or assets (other securities than cash dividends or property on conversion cash distributions payable out of consolidated earnings or redemption earned surplus), or subscription rights or warrants, the Conversion Price to be in effect after such payment date shall be determined by multiplying the Conversion Price in effect immediately prior to such payment date by a fraction, the numerator of Series A Preferred Shares which shall be the total number of shares of Common Stock outstanding multiplied by the Market Price of Common Stock immediately prior to such payment date, less the fair market value (as determined by the Board in good faith) of said assets or evidences of indebtedness so distributed, or of such subscription rights or warrants, and the denominator of which shall be the total number of shares of Common Stock outstanding multiplied by such Market Price immediately prior to such payment date. Such adjustment shall be made successively whenever such a payment date is fixed. (g) An adjustment to the Conversion Price shall become effective immediately after the payment date in the case of each dividend or distribution and immediately after the effective date of each other event which requires an adjustment. (h) In the event that, as a result of an adjustment made pursuant to this Section 4, the terms Holder shall become entitled to receive any shares of capital stock of the General Partner's Declaration Company other than shares of TrustCommon Stock, as the same may number of such other shares so receivable upon conversion of this Note shall be amended, restated or supplemented subject thereafter to adjustment from time to timetime in a manner and on terms as nearly equivalent as practicable to the provisions contained in this Note. (i) Except as provided in Section 4(j) hereof, if and whenever the Company shall issue or sell, or is, in accordance with any of Sections 4(i)(i) through 4(i)(vii) hereof, deemed to have issued or sold, any Additional Shares of Common Stock (as defined below) for no consideration or for a consideration per share less than the Conversion Price in effect immediately prior to the time of such issuance or sale, then and in each such case (a "Trigger Issuance") the then-existing Conversion Price, shall be reduced, as of the close of business on the effective date of the Trigger Issuance, to a price determined as follows: Adjusted Conversion Price = (A x B) + D ----------- A+C where "A" equals the number of shares of Common Stock outstanding, including Additional Shares of Common Stock (as defined below) deemed to be issued hereunder, immediately preceding such Trigger Issuance;

Conversion. Class A OP Preferred Units shall Any shares of Series B Stock may, at the option of the holder, be convertible by converted at any time after the General Partner as Conversion Time into such number of fully paid and non-assessable shares of common stock equal to two thirds of the number of Paivis, Corp. (“Paivis”) common shares that the holder thereof as follows: exchanged for their Series B Shares in the merger transaction between the Corporation and Paivis under the Agreement and Plan of Merger dated December ___, 2007 (Merger Agreement). The holder may convert their Series B Stock in common shares only after the earliest of the following events: a) Upon conversion eighteen (18) months following the issuance of any number the Series B Stock or b) six (6) months after the Corporation’s common stock and Series B Stock has commenced trading after successful listing on a exchange such as the American Stock Exchange or quotation system such as the NASDAQ Small Cap or National Market System the (“Conversion Time”). If the Corporation fails to file a registration statement as per the Registration Rights section herein or fails to make application to list the Series B Stock on a senior exchange or quotation system as per the Listing Rights section herein the holders of Series A Preferred Shares into Common Shares, an equal number B Stock shall have the right to convert to common shares of Class A OP Preferred Units shall automatically be converted into OP Common Unitsthe Corporation immediately upon such failure. The conversion ratio in effect from time to time for If the shares of common stock issuable upon the conversion of Class A OP Preferred Units shares of Series B Stock shall be changed into OP Common Units pursuant the same or a different number of shares of any class or classes of stock, whether by capital reorganization, reclassification or otherwise, then and in each such event, the holder of each share of Series B Stock shall have the right thereafter to this Section 7 convert such share into the kind and amount of shares of stock and other securities and property receivable upon such reorganization, reclassification or other change by holders of the number of shares of common stock into which such share of Series B Stock might have been converted immediately prior to such reorganization, reclassification or change. Before any holder of shares of Series B Stock shall be entitled to convert the same into shares of common stock, such holder shall surrender the certificate or certificates therefore, duly endorsed, at all times be equal tothe principal executive office of the Corporation or of any transfer agent for such shares, and shall give written notice by mail, postage prepaid, to the Corporation at its principal executive office, of the election to convert the same and shall state therein the name or names in which the certificate or certificates for shares of common stock are to be automatically adjusted issued in the written Notice of Conversion form of Exhibit B attached hereto. The Corporation shall, as necessary soon as practicable thereafter, issue and deliver at such office to reflectsuch holder of shares of Series B Stock, the conversion ratio in effect from time to time a certificate or certificates for the conversion number of Series A Preferred Shares into Common Shares. (b) The General Partner, as shares of common stock to which each holder of Class A OP Preferred Units shall be entitled, with respect entitled as aforesaid. Such conversion shall be deemed to such Class A OP Preferred Units held, at have been made immediately prior to the close of business on a Record Datethe date of such surrender of the certificate or certificates representing the shares of Series B Stock to be converted, and the person or persons entitled to receive the distribution payable on shares of common stock issuable upon such units on the corresponding Distribution Payment Date (the period with respect which a distribution is made on a Distribution Payment Date called the "quarter"); provided, however, that if Class A OP Preferred Units are converted during the period between the close of business on any Record Date and the opening of business on the corresponding Distribution Payment Date then the General Partner as such holder, in addition to all accrued and unpaid distributions with respect to prior quarters, conversion shall be entitled to receive a pro rata portion of treated for all purposes as the distribution which would have been payable on such converted Class A OP Preferred Units had such Units been outstanding for the entire quarter determined by multiplying the amount of the distribution which would have been payable on such converted Class A OP Preferred Unit had such Units been outstanding for the entire such quarter by a fraction the numerator of which is the number of days in the current quarter elapsed through the day immediately preceding the date of conversion record holder or holders of such converted Class A OP Preferred Units and the denominator shares of which is the total number of days in the current quarter; provided, further, that the General Partner common stock as such converting holder will be required to pay to the Partnership (and the Partnership shall be entitled to deduct from the pro rata distribution which the General Partner as such holder is entitled to receive with respect to the converted Class A OP Preferred Units for such quarter) at the time of such conversion a pro rata portion of the distribution which the General Partner as such converting holder is expected to receive on the OP Common Units into which his Class A OP Preferred Units were converted for such quarter determined by multiplying the amount of the distribution which would have been payable on such OP Common Units for the immediately preceding quarter by a fraction the numerator of which is the number of days in the current quarter elapsed through the day immediately preceding the date of conversion of such converted Class A OP Preferred Units and the denominator of which is the total number of days in the current quarterdate. In the event that some but not all of the distribution on the OP Common Units for the quarter in which the Class A OP Preferred Units shares of Series B Stock represented by a certificate or certificates surrendered by a holder are converted to OP Common Units is less than the distribution on the OP Common Units for the immediately preceding quarterconverted, the Partnership will pay the General Partner as such holder an amount equal Corporation shall execute and deliver to the difference between (i) holder or to such other person as the pro rata portion holder may request in writing, at the expense of the distribution on Corporation, a new certificate representing the OP Common Units number of shares of Series B Stock which the General Partner as holder was expected to receive and which was deducted by the Partnership pursuant to the last proviso of the preceding sentence and (ii) the pro rata portion of the distribution on the OP Common Units which the holder actually received. (c) were not converted. No fractional OP Common Units shares shall be issued upon conversion of Class A OP Preferred Unitsshares of Series B Stock. Instead VOTING RIGHTS Each share of Series B Stock shall be able to vote the equivalent of one (1) shares of common stock. The holders of record of outstanding shares of Series B Stock shall be entitled to cast on any fractional OP Common Units matter to be voted upon by the holders of common stock of the Corporation, that would otherwise be deliverable upon the conversion of Class A OP Preferred Units, the Partnership shall pay to the General Partner as holder of such converted units an amount in cash equal to the cash payable to a holder of an equivalent number of converted votes which the number of shares of common stock into which such outstanding Series A Preferred Shares in lieu of fractional Common SharesB Stock is then convertible would be entitled to cast multiplied by one (1). (d) The Partnership will pay any and all documentary stamp, issue or transfer taxes, and any other similar taxes, payable in respect of (i) the issue or delivery of OP Common Units or other securities or property on conversion or redemption of Class A OP Preferred Units pursuant hereto, and (ii) the issue or delivery of Common Shares or other securities or property on conversion or redemption of Series A Preferred Shares pursuant to the terms of the General Partner's Declaration of Trust, as the same may be amended, restated or supplemented from time to time.

Conversion. Class A OP Preferred Units shall be convertible by the General Partner as holder thereof as follows: (a) Prior to the Stated Maturity Date, the Holder shall have the right, at its option at any time, to convert some or all of the Note into such number of fully paid and nonassessable shares of Common Stock as is obtained by: dividing the principal amount of this Note to be converted by the Conversion Price then in effect. The rights of conversion set forth in this Section 4 shall be exercised by the Holder by giving written notice to the Company that the Holder elects to convert a stated amount of this Note into Common Stock and by surrender of this Note (or, in lieu thereof, by delivery of an appropriate lost security affidavit in the event this Note shall have been lost or destroyed) to the Company at its principal office (or such other office or agency of the Company as the Company may designate by notice in writing to the Holder) at any time on the date set forth in such notice (which date shall not be earlier than the Company's receipt of such notice), together with a statement of the name or names (with address) in which the certificate or certificates for shares of Common Stock shall be issued. Upon any conversion of this Note, the Company shall, at its option, pay any number accrued or unpaid interest on the portion of Series A Preferred Shares into Common this Note so converted in cash or in Interest Shares, an with each Interest Share having a value equal number of Class A OP Preferred Units shall automatically be converted into OP Common Units. The conversion ratio in effect from time to time for the Market Price on the conversion of Class A OP Preferred Units into OP Common Units pursuant to this Section 7 shall at all times be equal to, and shall be automatically adjusted as necessary to reflect, the conversion ratio in effect from time to time for the conversion of Series A Preferred Shares into Common Sharesdate. (b) The General PartnerPromptly after receipt of the written notice referred to in Section 4(a) above and surrender of this Note (or, in lieu thereof, by delivery of an appropriate lost security affidavit in the event this Note shall have been lost or destroyed), but in no event more than three (3) Business Days thereafter, the Company shall issue and deliver, or cause to be issued and delivered, to the Holder, registered in such name or names as the Holder may direct in writing, a certificate or certificates for the number of whole shares of Common Stock issuable upon the conversion of such portion of this Note. To the extent permitted by law, such conversion shall be deemed to have been effected, as holder of Class A OP Preferred Units shall be entitled, with respect to such Class A OP Preferred Units held, at the close of business on a Record Date, to receive the distribution payable date on which such units on written notice shall have been received by the corresponding Distribution Payment Date Company and this Note shall have been surrendered as aforesaid (the period with respect which a distribution is made on a Distribution Payment Date called the "quarter"); provided, however, that if Class A OP Preferred Units are converted during the period between the close of business on any Record Date and the opening of business on the corresponding Distribution Payment Date then the General Partner as such holderor, in addition lieu thereof, an appropriate lost security affidavit has been delivered to all accrued the Company), and unpaid distributions with respect to prior quartersat such time, shall be entitled to receive a pro rata portion the rights of the distribution which would have been payable on such converted Class A OP Preferred Units had such Units been outstanding for the entire quarter determined by multiplying the amount of the distribution which would have been payable on such converted Class A OP Preferred Unit had such Units been outstanding for the entire such quarter by a fraction the numerator of which is the number of days in the current quarter elapsed through the day immediately preceding the date of conversion of such converted Class A OP Preferred Units and the denominator of which is the total number of days in the current quarter; provided, further, that the General Partner as such converting holder will be required to pay to the Partnership (and the Partnership Holder shall be entitled to deduct from the pro rata distribution which the General Partner as such holder is entitled to receive cease with respect to the converted Class A OP Preferred Units for such quarter) at the time of such conversion a pro rata portion of the distribution which the General Partner as such converting holder is expected to receive on the OP Common Units into which his Class A OP Preferred Units were converted for such quarter determined by multiplying the principal amount of the distribution which would have been payable on such OP Common Units for the immediately preceding quarter by a fraction the numerator of which is the number of days in the current quarter elapsed through the day immediately preceding the date of conversion of such converted Class A OP Preferred Units Notes being converted, and the denominator Person or Persons in whose name or names any certificate or certificates for shares of which is Common Stock shall be issuable upon such conversion shall be deemed to have become the total number holder or holders of days in the current quarter. In the event that the distribution on the OP Common Units for the quarter in which the Class A OP Preferred Units are converted to OP Common Units is less than the distribution on the OP Common Units for the immediately preceding quarter, the Partnership will pay the General Partner as such holder an amount equal to the difference between (i) the pro rata portion record of the distribution on the OP Common Units which the General Partner as holder was expected to receive and which was deducted by the Partnership pursuant to the last proviso of the preceding sentence and (ii) the pro rata portion of the distribution on the OP Common Units which the holder actually receivedshares represented thereby. (c) No fractional OP Common Units shares shall be issued upon any conversion of Class A OP Preferred Unitsthis Note into Common Stock. Instead of If any fractional OP share of Common Units that would otherwise Stock would, except for the provisions of the first sentence of this Section 4(c), be deliverable delivered upon the conversion of Class A OP Preferred Unitssuch conversion, the Partnership Company, in lieu of delivering such fractional share, shall pay to the General Partner as holder of such converted units Holder an amount in cash equal to the cash payable Market Price of such fractional share of Common Stock. In case the principal amount of this Note exceeds the principal amount being converted, the Company shall, upon such conversion, execute and deliver to the Holder, at the expense of the Company, a holder new Note for the principal amount of an equivalent number of converted Series A Preferred Shares in lieu of fractional Common Sharesthis Note surrendered which is not to be converted. (d) The Partnership will If the Company shall, at any time or from time to time while this Note is outstanding, pay a dividend or make a distribution on its Common Stock in shares of Common Stock, subdivide its outstanding shares of Common Stock into a greater number of shares or combine its outstanding shares of Common Stock into a smaller number of shares or issue by reclassification of its outstanding shares of Common Stock any and all documentary stampshares of its capital stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation), issue or transfer taxes, and any other similar taxes, payable in respect of then (i) the issue or delivery Conversion Price in effect immediately prior to the date on which such change shall become effective shall be adjusted by multiplying such Conversion Price by a fraction, the numerator of OP which shall be the number of shares of Common Units or other securities or property on conversion or redemption Stock outstanding immediately prior to such change and the denominator of Class A OP Preferred Units pursuant hereto, which shall be the number of shares of Common Stock outstanding immediately after giving effect to such change and (ii) the issue number of Conversion Shares issuable upon conversion of this Note shall be adjusted by multiplying the number of Conversion Shares issuable upon conversion of this Note immediately prior to the date on which such change shall become effective by a fraction, the numerator of which is shall be the Conversion Price in effect immediately prior to the date on which such change shall become effective and the denominator of which shall be the Conversion Price in effect immediately after giving effect to such change, calculated in accordance with clause (i) above. Such adjustments shall be made successively whenever any event listed above shall occur. (e) If any capital reorganization, reclassification of the capital stock of the Company, consolidation or delivery merger of the Company with another corporation in which the Company is not the survivor, or sale, transfer or other disposition of all or substantially all of the Company's assets to another Person shall be effected, then, as a condition of such reorganization, reclassification, consolidation, merger, sale, transfer or other disposition, lawful and adequate provision shall be made whereby the Holder shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions herein specified and in lieu of the Conversion Shares immediately theretofore issuable upon conversion of this Note such shares of stock, securities or assets as would have been issuable or payable with respect to or in exchange for a number of Conversion Shares equal to the number of Conversion Shares immediately theretofore issuable upon conversion of this Note, had such reorganization, reclassification, consolidation, merger, sale, transfer or other disposition not taken place, and in any such case appropriate provision shall be made with respect to the rights and interests of the Holder to the end that the provisions hereof (including, without limitation, provision for adjustment of the Conversion Price) shall thereafter be applicable, as nearly equivalent as may be practicable in relation to any shares of stock, securities or assets thereafter deliverable upon the conversion hereof. The Company shall not effect any such consolidation, merger, sale, transfer or other disposition unless prior to or simultaneously with the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger, or the corporation purchasing or otherwise acquiring such assets or other appropriate corporation or entity shall assume the obligation to deliver to the Holder, at the last address of the Holder appearing on the books of the Company, such shares of stock, securities or assets as, in accordance with the foregoing provisions, the Holder may be entitled to purchase, without regard to any conversion limitation specified in Section 4, and the other obligations under this Note. The provisions of this paragraph (e) shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales, transfers or other dispositions. (f) In case the Company shall fix a payment date for the making of a distribution to all holders of Common Shares Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing corporation) of evidences of indebtedness or assets (other securities than cash dividends or property on conversion cash distributions payable out of consolidated earnings or redemption earned surplus), or subscription rights or warrants, the Conversion Price to be in effect after such payment date shall be determined by multiplying the Conversion Price in effect immediately prior to such payment date by a fraction, the numerator of Series A Preferred Shares which shall be the total number of shares of Common Stock outstanding multiplied by the Market Price of Common Stock immediately prior to such payment date, less the fair market value (as determined by the Board in good faith) of said assets or evidences of indebtedness so distributed, or of such subscription rights or warrants, and the denominator of which shall be the total number of shares of Common Stock outstanding multiplied by such Market Price immediately prior to such payment date. Such adjustment shall be made successively whenever such a payment date is fixed. (g) An adjustment to the Conversion Price shall become effective immediately after the payment date in the case of each dividend or distribution and immediately after the effective date of each other event which requires an adjustment. (h) In the event that, as a result of an adjustment made pursuant to this Section 4, the terms Holder shall become entitled to receive any shares of capital stock of the General Partner's Declaration Company other than shares of TrustCommon Stock, as the same may number of such other shares so receivable upon conversion of this Note shall be amended, restated or supplemented subject thereafter to adjustment from time to timetime in a manner and on terms as nearly equivalent as practicable to the provisions contained in this Note. (i) Except as provided in Section 4(j) hereof, if and whenever the Company shall issue or sell, or is, in accordance with any of Sections 4(i)(i) through 4(i)(vii) hereof, deemed to have issued or sold, any Additional Shares of Common Stock (as defined below) for no consideration or for a consideration per share less than the Conversion Price in effect immediately prior to the time of such issuance or sale, then and in each such case (a "Trigger Issuance") the then-existing Conversion Price, shall be reduced, as of the close of business on the effective date of the Trigger Issuance, to a price determined as follows: (A x B) + D Adjusted Conversion Price = ----------- A+C where "A" equals the number of shares of Common Stock outstanding, including Additional Shares of Common Stock (as defined below) deemed to be issued hereunder, immediately preceding such Trigger Issuance;

Conversion. Class A OP The holders of Preferred Units Shares shall have conversion rights as follows (the “Conversion Rights”): 72.1. Subject to adjustment as specified below, each holders of Preferred Shares have the right, at any time in its sole discretion, to convert each such Preferred Share into such number of fully paid and non-assessable Ordinary Shares as is determined by dividing the applicable Original Issue Price for such Share by the applicable conversion price at the time in effect for such Share (the “Conversion Price”). The initial Conversion Price per Preferred Share shall be convertible by the General Partner as holder thereof as follows: (a) Upon conversion of any number of Series A its applicable Original Issue Price, i.e., each Preferred Shares into Common Shares, an equal number of Class A OP Preferred Units shall automatically Share may be converted into OP Common Units. The conversion ratio in effect from time one Ordinary Share prior to time for the conversion occurrence of Class A OP Preferred Units into OP Common Units pursuant to this Section 7 shall at all times be equal toany adjustment, and shall be automatically adjusted as necessary to reflect, the conversion ratio in effect from time to time for the conversion of Series A Preferred Shares into Common Shares. (b) The General Partner, as holder of Class A OP Preferred Units shall be entitled, with respect to such Class A OP Preferred Units held, at the close of business on a Record Date, to receive the distribution payable on such units on the corresponding Distribution Payment Date (the period with respect which a distribution is made on a Distribution Payment Date called the "quarter"); provided, however, that if Class A OP the Conversion Price for the Preferred Units are converted during the period between the close of business on any Record Date and the opening of business on the corresponding Distribution Payment Date then the General Partner as such holder, in addition to all accrued and unpaid distributions with respect to prior quarters, Shares shall be entitled subject to receive adjustment as set forth in Article ‎72.3 below. 72.2. A class of Preferred Shares shall be automatically converted into Ordinary Shares in accordance with these Articles if the holders of at least a pro rata portion majority of the distribution which would have been payable on issued and outstanding Preferred Shares of such class, calculated together, so agree in writing. In addition, immediately prior to the consummation of a Qualified IPO, each Preferred Share shall be automatically converted Class A OP Preferred Units had such Units been outstanding for the entire quarter determined by multiplying the amount of the distribution which would have been payable on such converted Class A OP Preferred Unit had such Units been outstanding for the entire such quarter by a fraction the numerator of which is the number of days into Ordinary Share(s) in accordance with these Articles (any conversion pursuant to this Article ‎72.2, an “Automatic Conversion”). 72.3. The Conversion Price shall be subject to adjustment in the current quarter elapsed through the day immediately preceding the date of conversion of such converted Class A OP Preferred Units and the denominator of which is the total number of days in the current quarter; provided, further, that the General Partner as such converting holder will be required to pay to the Partnership (and the Partnership shall be entitled to deduct from the pro rata distribution which the General Partner as such holder is entitled to receive with respect to the converted Class A OP Preferred Units for such quarter) at the time of such conversion a pro rata portion of the distribution which the General Partner as such converting holder is expected to receive on the OP Common Units into which his Class A OP Preferred Units were converted for such quarter determined by multiplying the amount of the distribution which would have been payable on such OP Common Units for the immediately preceding quarter by a fraction the numerator of which is the number of days in the current quarter elapsed through the day immediately preceding the date of conversion of such converted Class A OP Preferred Units and the denominator of which is the total number of days in the current quarterfollowing cases: 72.3.1. In the event that the distribution on the OP Common Units for the quarter in which the Class A OP Preferred Units are converted to OP Common Units is less Company issues any New Securities at a price per share lower than the distribution applicable Conversion Price in effect immediately prior to such issuance (the “Reduced Price”), then such Conversion Price shall be reduced, for no additional consideration, in accordance with the following broad based weighted average formula: where: CP is the reduced Conversion Price; A is the number of Ordinary Shares, on an as-converted, fully diluted basis (treating for this purpose as outstanding all Ordinary Shares issuable upon exercise of Options (as defined below) outstanding immediately prior to such issue or upon conversion or exchange of convertible securities (including the OP Common Units Preferred Shares), outstanding immediately prior to the relevant issuance of New Securities, but excluding Ordinary Shares reserved for Options that were not allocated prior to the relevant issuance of New Securities; P’ is the Conversion Price in effect immediately preceding quarterprior to such issuance; C is the number of New Securities; and P’’ is the Reduced Price. In the case of the issuance of New Securities for cash, the Partnership will pay consideration shall be deemed to be the General Partner amount of cash received therefor after deducting from such cash amount any discounts, finder’s fees or underwriting commissions paid or incurred by the Company in connection with the issuance and sale thereof. In the case of the issuance of New Securities for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair value thereof, as shall be determined in accordance with Article ‎71.5 above, mutatis mutandis. In the case of the issuance of warrants or options to purchase, or rights to subscribe for, New Securities, or securities which by their terms are convertible into or exchangeable for New Securities or options to purchase or rights to subscribe for such holder an amount convertible or exchangeable securities (collectively, “Options”), the New Securities deliverable upon exercise (assuming the satisfaction of any conditions to exercisability, including the passage of time, but without taking into account potential anti-dilution adjustments), conversion or exchange, as the case may be, of such Options, shall be deemed to have been issued at the time of issuance of such Options at a consideration equal to the difference between consideration (i) determined in the pro rata portion of the distribution on the OP Common Units which the General Partner as holder was expected to receive and which was deducted manner provided in two immediately preceding paragraphs), if any, received by the Partnership pursuant Company for such Options upon the issuance of such Options plus any additional consideration payable to the last proviso of the preceding sentence and (ii) the pro rata portion of the distribution on the OP Common Units which the holder actually received. (c) No fractional OP Common Units shall be issued upon conversion of Class A OP Preferred Units. Instead of any fractional OP Common Units that would otherwise be deliverable upon the conversion of Class A OP Preferred Units, the Partnership shall pay to the General Partner as holder of such converted units an amount in cash equal to the cash payable to a holder of an equivalent number of converted Series A Preferred Shares in lieu of fractional Common Shares. (d) The Partnership will pay any and all documentary stamp, issue or transfer taxes, and any other similar taxes, payable in respect of (i) the issue or delivery of OP Common Units or other securities or property on conversion or redemption of Class A OP Preferred Units pursuant hereto, and (ii) the issue or delivery of Common Shares or other securities or property on conversion or redemption of Series A Preferred Shares Company pursuant to the terms of such Options (without taking into account potential anti-dilution adjustments) for the General Partner's Declaration New Securities covered thereby. 72.3.2. In the event the Company shall at any time change, by subdivision or combination in any manner or by the making of Trusta dividend payable in Shares (i.e., bonus shares) or other securities or rights convertible into, or entitling the holder thereof to receive, directly or indirectly, additional Ordinary Shares, the number of Ordinary Shares then outstanding into a different number of Shares, then thereafter the number of Ordinary Shares issuable upon the conversion of the Preferred Shares shall be increased or decreased, as the same case may be, in direct proportion to the increase or decrease in the number of Ordinary Shares by reason of such change. 72.3.3. In the event of any capital reorganization, or of any reclassification of the share capital of the Company or in case of the consolidation or merger of the Company with or into any other corporation (other than a consolidation or merger in which the Company is the continuing corporation and which does not result in any change in the Ordinary Shares), each Preferred Share shall after such capital reorganization, reclassification of share capital, consolidation, merger or sale, entitle the holder to obtain the kind and number of Ordinary Shares, or of the shares of the corporation resulting from such consolidation or surviving such merger, as the case may be, to which such holder would have been entitled if he had held the Ordinary Shares issuable upon conversion of such shares of Preferred Shares immediately prior to such capital reorganization, reclassification of capital stock, consolidation, merger or sale. 72.4. The Company will not, by amendment of the Articles or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed by the Company, but will at all times in good faith assist in the carrying out of all the provisions of this Article ‎72 and in taking of all such actions as may be amendednecessary or appropriate in order to protect the voting rights and the conversion rights of the holders of the Preferred Shares against impairment. 72.5. Upon the occurrence of each adjustment or readjustment of the Conversion Price pursuant to this Article ‎72, restated the Company, at its expense, shall promptly compute such adjustment or supplemented from readjustment in accordance with the terms hereof and prepare and furnish to each holder of the applicable class of Preferred Shares a certificate setting forth each adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based. The Company shall, upon the written request at any time of any holder of Preferred Shares, furnish or cause to timebe furnished to such holder a like certificate setting forth (a) such adjustment or readjustment, (b) the applicable Conversion Price, as the case may be, at the time in effect, and (c) the number of Ordinary Shares and the amount, if any, of other property which at the time would be received upon the conversion of each Preferred Share held by such holder.