Common use of Grant of Power of Attorney Clause in Contracts

Grant of Power of Attorney. Contributor does hereby irrevocably appoint the Operating Partnership (or its designee) and each of them individually and any successor thereof from time to time (such Operating Partnership or designee or any such successor of any of them acting in his, her or its capacity as attorney-in-fact pursuant hereto, the "Attorney-in-Fact") as the true and lawful attorney-in-fact and agent of Contributor, to act in the name, place and stead of Contributor to make, execute, acknowledge and deliver all such other contracts, orders, receipts, notices, requests, instructions, certificates, consents, letters and other writings (including, without limitation, the execution of any Closing Documents or other documents relating to the acquisition by the Operating Partnership of Contributor's Partnership Interest), to provide information to the Securities and Exchange Commission and others about the transactions contemplated hereby and, in general, to do all things and to take all actions which the Attorney-in-Fact in its sole discretion may consider necessary or proper in connection with or to carry out the transactions contemplated by this Contribution Agreement, as fully as could Contributor if personally present and acting. Further, Contributor hereby grants to Attorney-in-Fact a proxy (the "Proxy") to vote Contributor's Partnership Interest on any matter related to the Formation Transactions presented to the partners of any of the Partnerships for a vote, including, but not limited to, the transfer of interests in any of the Partnerships by the other partners. Each of the Power of Attorney and Proxy and all authority granted hereby shall be coupled with an interest and therefore shall be irrevocable and shall not be terminated by any act of Contributor, by operation of law or by the occurrence of any other event or events, and if any other such act or events shall occur before the completion of the transactions contemplated by this Contribution Agreement, the Attorney-in-Fact shall nevertheless be authorized and directed to complete all such transactions as if such other act or events had not occurred and regardless of notice thereof. Contributor agrees that, at the request of the Operating Partnership, it will promptly execute a separate power of attorney and proxy on the same terms set forth in this ARTICLE 6, such execution to be witnessed and notarized. Contributor hereby authorizes the reliance of third parties on each of the Power of Attorney and Proxy. Contributor acknowledges that the Operating Partnership has, and any designee or successor thereof acting as Attorney-in-Fact may have, an economic interest in the transactions contemplated by this Contribution Agreement.

Grant of Power of Attorney. Each Contributor does hereby irrevocably appoint appoints the Operating Partnership (or its designee) and each of them individually and any successor thereof from time to time (such Operating Partnership or designee or any such successor of any of them acting in his, her or its capacity as attorney-in-fact pursuant hereto, the "Attorney-inIn-Fact") as the true and lawful attorney-in-fact and agent of such Contributor, to act in the name, place and stead of such Contributor to make, execute, acknowledge and deliver all such other deeds (including grant deeds if applicable), assignments, contracts, orders, receipts, notices, requests, instructions, certificates, consents, letters and other writings (including, including without limitation, limitation the execution of any Closing Documents or other documents relating to the acquisition by the Operating Partnership of such Contributor's Partnership InterestInterests, the Contributed Assets, the Assumed Agreements or the Assumed Liabilities including, but not limited to, any registration rights agreements and any lock-up agreements), to provide information to the Securities and Exchange Commission and others about the transactions contemplated hereby and, in general, to do all things and to take all actions which the Attorney-in-Fact in its sole discretion may consider necessary or proper in connection with or to carry out the transactions contemplated by this Contribution Agreement, as fully as could such Contributor if personally present and actingacting (the "Power of Attorney"). Further, each Contributor hereby grants to Attorney-in-Fact a proxy (the "Proxy") to vote such Contributor's Partnership Interest Interests on any matter related to the Formation Transactions presented to the partners of any of the Partnerships Partnerships' partners for a vote, including, but not limited to, the transfer of interests in any of the Partnerships Partnership by the other partners. Each of the Power of Attorney and Proxy and all authority granted hereby shall be coupled with an interest and therefore shall be irrevocable and shall not be terminated by any act of such Contributor, by operation of law or by the occurrence of any other event or events, and if any other such act or events shall occur before the completion of the transactions contemplated by this Contribution Agreement, the Attorney-in-Fact shall nevertheless be authorized and directed to complete all such transactions as if such other act or events had not occurred and regardless of notice thereof. Each Contributor agrees that, at the request of the Operating Partnership, Partnership it will promptly execute and deliver to the Operating Partnership a separate power of attorney and proxy on the same terms set forth in this ARTICLE Article 6, such execution to be witnessed and notarized, and in recordable form (if necessary). Each Contributor hereby authorizes the reliance of third parties on each of the Power of Attorney and Proxy. Each Contributor acknowledges that the Operating Partnership has, and any designee or successor thereof acting as Attorney-in-Fact may have, an economic interest in the transactions contemplated by this Contribution Agreement.

Grant of Power of Attorney. Each Contributor does hereby irrevocably appoint appoints the Operating Partnership (or its designee) and each of them individually and any successor thereof from time to time (such Operating Partnership or designee or any such successor of any of them acting in his, her or its capacity as attorney-in-fact pursuant hereto, the "Attorney-inIn-Fact") as the true and lawful attorney-in-fact and agent of such Contributor, to act in the name, place and stead of such Contributor to make, execute, acknowledge and deliver all such other contracts, orders, receipts, notices, requests, instructions, certificates, consents, letters and other writings (including, including without limitation, limitation the execution of any Closing Documents or other documents documents) relating to the acquisition by the Operating Partnership of Contributor's the Partnership InterestInterests (including, but not limited to the OP Agreement, as it may be amended or revised, any registration rights agreements and any lock-up agreements), to the acquisition of interests in any entity that directly or indirectly owns a certain Property or Partnership Interests by Direct Contribution, Merger or Division, and to provide information to the Securities and Exchange Commission and others about the transactions contemplated hereby and, in general, to do all things and to take all actions which the Attorney-in-Fact in its sole discretion may consider necessary or proper in connection with or to carry out the transactions contemplated by this Contribution Agreementhereby, as fully as could such Contributor if personally present and actingacting (the "Power of Attorney"). Further, each Contributor hereby grants to Attorney-in-Fact a proxy (the "Proxy") to vote Contributor's the Partnership Interest Interests on any matter related to the Formation Transactions presented to the partners of any of the Partnerships Partnership' partners for a vote, including, but not limited to, the transfer of interests in any of the Partnerships Partnership by the other partners. Each of the Power of Attorney and Proxy and all authority granted hereby shall be coupled with an interest and therefore shall be irrevocable and shall not be terminated by any act of any Contributor, by operation of law or by the occurrence of any other event or events, and if any other such act or events shall occur before the completion of the transactions contemplated by this Contribution Agreement, the Attorney-in-Fact shall nevertheless be authorized and directed to complete all such transactions as if such other act or events had not occurred and regardless of notice thereof. Each Contributor agrees that, at the request of the Operating Partnership, Partnership it will promptly execute and deliver to the Operating Partnership a separate power of attorney and proxy on the same terms set forth in this ARTICLE Article 6, such execution to be witnessed and notarized. Each Contributor hereby authorizes the reliance of third parties on each of the Power of Attorney and Proxy. Each Contributor acknowledges that the Operating Partnership has, and any designee or successor thereof acting as Attorney-in-Fact may have, an economic interest in the transactions contemplated by this Contribution Agreement. The Power of Attorney contained in this Section 6.1 shall expire on the earlier to occur of the fourth anniversary of the Closing or the termination of this Agreement. Notwithstanding anything to the contrary contained herein, the Attorney-in-Fact shall not expand Contributor's covenants, representations or warranties beyond those contemplated by this Agreement and the other documents and agreements contemplated hereby, and the Attorney-in-Fact shall hold each Contributor harmless to the extent of any such expansion.

Grant of Power of Attorney. Each Contributor does hereby irrevocably appoint appoints the Operating Partnership (or its designee) and each of them individually and any successor thereof from time to time (such Operating Partnership or designee or any such successor of any of them acting in his, her or its capacity as attorney-in-fact pursuant hereto, the "Attorney-inIn-Fact") as the true and lawful attorney-in-fact and agent of such Contributor, to act in the name, place and stead of such Contributor to make, execute, acknowledge and deliver all such other contracts, orders, receipts, notices, requests, instructions, certificates, consents, letters and other writings (including, including without limitation, limitation the execution of any Closing Documents or other documents documents) relating to the acquisition by the Operating Partnership of Contributor's the Partnership InterestInterests (including, but not limited to the OP Agreement, as it may be amended or revised, any registration rights agreements and any lock-up agreements), to the acquisition of interests in any entity that directly or indirectly owns a certain Property or Partnership Interests by Direct Contribution, Merger or Division, and to provide information to the Securities and Exchange Commission and others about the transactions contemplated hereby and, in general, to do all things and to take all actions which the Attorney-in-Fact in its sole discretion may consider necessary or proper in connection with or to carry out the transactions contemplated by this Contribution Agreementhereby, as fully as could such Contributor if personally present and actingacting (the "Power of Attorney"). In addition, each of Gilchrist, Rising and Fox hereby also irrevocably appoints the Attorxxx-Xx-Xxct as the true and lawful attorney-in-fact and agent of such individual, to act in the name, place and stead of such individual to make, execute, acknowledge and deliver any documents, assignments, notices, requests, instructions, certificates, consents, letters and other writings in order to contribute any other interests in the Properties to the Operating Partnership and any interests in any other properties owned and controlled by Mr. Maguire to Mr. Maguire or his designee, as applicable, pursuant xx xxx xxxxisioxx xxx xxxxh in Section 4.3 hereof (also, the "Power of Attorney"). Further, each Contributor hereby grants to Attorney-in-Fact a proxy (the "Proxy") to vote Contributor's the Partnership Interest Interests on any matter related to the Formation Transactions presented to the partners of any of the Partnerships Partnership' partners for a vote, including, but not limited to, the transfer of interests in any of the Partnerships Partnership by the other partners. Each of the Power of Attorney and Proxy and all authority granted hereby shall be coupled with an interest and therefore shall be irrevocable and shall not be terminated by any act of any Contributor, by operation of law or by the occurrence of any other event or events, and if any other such act or events shall occur before the completion of the transactions contemplated by this Contribution Agreement, the Attorney-in-Fact shall nevertheless be authorized and directed to complete all such transactions as if such other act or events had not occurred and regardless of notice thereof. Each Contributor agrees that, at the request of the Operating Partnership, Partnership it will promptly execute and deliver to the Operating Partnership a separate power of attorney and proxy on the same terms set forth in this ARTICLE Article 6, such execution to be witnessed and notarized. Each Contributor hereby authorizes the reliance of third parties on each of the Power of Attorney and Proxy. Each Contributor acknowledges that the Operating Partnership has, and any designee or successor thereof acting as Attorney-in-Fact may have, an economic interest in the transactions contemplated by this Contribution Agreement. The Power of Attorney contained in this Section 6.1 shall expire on the earlier to occur of the fourth anniversary of the Closing or the termination of this Agreement. Notwithstanding anything to the contrary contained herein, the Attorney-in-Fact shall not expand Contributor's covenants, representations or warranties beyond those contemplated by this Agreement and the other documents and agreements contemplated hereby, and the Attorney-in-Fact shall hold each Contributor harmless to the extent of any such expansion.

Grant of Power of Attorney. Each Contributor does hereby irrevocably appoint appoints the Operating Partnership Company (or its designee) and each of them individually and any successor thereof from time to time (the Company or such Operating Partnership or designee or any such successor of any of them acting in his, her or its such Contributor’s capacity as attorney-in-fact pursuant hereto, the "“Attorney-in-Fact"”) as the true and lawful attorney-in-fact and agent of such Contributor, to act in the name, place and stead of such Contributor to make, execute, acknowledge and deliver all such other contracts, orders, receipts, notices, requests, instructions, certificates, consents, letters and other writings relating to the transactions contemplated by this Agreement (including, without limitation, the execution of any Closing Documents or other documents documents) relating to the acquisition by the Company of such Contributor’s Participating Entity Interests, all in accordance with the terms and conditions of this Agreement, as well as the organizational documents of the Company and the Operating Partnership of Contributor's Partnership Interest)Partnership, as they may be amended or revised, any registration rights agreements and any lock-up agreements, and to provide information to the Securities and Exchange Commission and others about the transactions contemplated hereby and, in general, to do all things and to take all actions which the Attorney-in-Fact in its sole discretion may consider necessary or proper in connection with or to carry out the transactions contemplated by this Contribution Agreementhereby, as fully as could such Contributor if personally present and actingacting (the “Power of Attorney”). Further, Contributor each Contributor, as applicable, hereby grants to Attorney-in-Fact a proxy (the "“Proxy"”) to vote Contributor's Partnership Interest its Participating Entity Interests on any matter related to the Formation Transactions presented to the partners of any of the Partnerships Participating Entity’s stockholders or members for a vote, including, but not limited to, the transfer of interests in any of the Partnerships Participating Entity by the other partnersstockholders and members. Each Contributor agrees, at the request of the Company, to execute a separate power of attorney and proxy on the same terms as set forth in this Article 6, with such execution to be witnessed and notarized. Each of the Power of Attorney and Proxy entered into by each Contributor and all authority granted hereby shall be coupled with an interest and therefore shall be irrevocable and shall not be terminated by any act of such Contributor, by operation of law or by the occurrence of any other event or events, and if any other such act or events event shall occur before the completion of the transactions contemplated by this Contribution Agreement, the Attorney-in-Fact shall nevertheless be authorized and directed to complete all such transactions as if such other act or events event had not occurred and regardless of notice thereof. Contributor agrees that, at the request of the Operating Partnership, it will promptly execute a separate power of attorney and proxy on the same terms set forth in this ARTICLE 6, such execution to be witnessed and notarized. Each Contributor hereby authorizes the reliance of third parties on each of the Power of Attorney and Proxy. Each Contributor hereby ratifies and confirms all that the Attorney-in-Fact shall lawfully do or cause to be done by virtue of the exercise of the powers granted to it by such Contributor hereunder. Each Contributor acknowledges that the Operating Partnership Company has, and any designee or successor thereof acting as Attorney-in-Fact may have, an economic interest in the transactions contemplated by this Contribution Agreement. The Power of Attorney contained in this Article 6 shall expire on the earlier of the fourth anniversary of the Closing or the termination of this Agreement. Notwithstanding anything to the contrary, the Attorney-in-Fact may not expand a Contributor’s covenants, representations or covenants beyond those contemplated by this Agreement and the other documents and agreements contemplated hereby or modify the provisions of this Agreement pursuant to such Power of Attorney.

Grant of Power of Attorney. (a) By executing this Agreement, Contributor does hereby irrevocably appoint appoints the Operating Partnership (or its designee) and each of them individually and any successor thereof from time to time (such Operating Partnership or designee or any such successor of any of them acting in his, her or its capacity as attorney-in-fact pursuant hereto, the "“Attorney-in-Fact"”) as the true and lawful attorney-in-fact and agent of Contributor, to act in the name, place and stead of each of Contributor to make, execute, acknowledge and deliver all such other deeds (including grant deeds if applicable), assignments, contracts, orders, receipts, notices, requests, instructions, certificates, consents, letters and other writings (including, without limitation, (i) the execution of any Closing Documents or other documents relating (A) to the acquisition by the Operating Partnership of Contributor's Partnership ’s Property Interest), the Contributed Assets, the Assumed Agreements or the Assumed Liabilities, or (B) an Alternate Transaction or Portfolio Sale as further described in each Contributing Entity’s Consent Solicitation, (ii) any registration rights agreements, tax protection agreements, partnership agreements, including the OP Agreement, and the Lock-up Agreement, (iii) to provide information to the Securities and Exchange Commission SEC and others about the transactions contemplated hereby and, in general, to do all things and to take all actions which the Attorney-in-Fact in its sole discretion may consider necessary or proper in connection with or to carry out the transactions contemplated by this Contribution Agreement, the Formation Transactions and the IPO as fully as could Contributor if personally present and acting. Further, Contributor hereby grants to Attorney-in-Fact a proxy acting (the "Proxy") to vote Contributor's Partnership Interest on any matter related to the Formation Transactions presented to the partners of any of the Partnerships for a vote, including, but not limited to, the transfer of interests in any of the Partnerships by the other partners. Each of the “Power of Attorney and Proxy and all authority granted hereby shall be coupled with an interest and therefore shall be irrevocable and shall not be terminated by any act of Contributor, by operation of law or by the occurrence of any other event or events, and if any other such act or events shall occur before the completion of the transactions contemplated by this Contribution Agreement, the Attorney-in-Fact shall nevertheless be authorized and directed to complete all such transactions as if such other act or events had not occurred and regardless of notice thereof. Contributor agrees that, at the request of the Operating Partnership, it will promptly execute a separate power of attorney and proxy on the same terms set forth in this ARTICLE 6, such execution to be witnessed and notarized. Contributor hereby authorizes the reliance of third parties on each of the Power of Attorney and Proxy. Contributor acknowledges that the Operating Partnership has, and any designee or successor thereof acting as Attorney-in-Fact may have, an economic interest in the transactions contemplated by this Contribution Agreement”).

Grant of Power of Attorney. Contributor does Each Nominee hereby irrevocably appoint appoints the Operating Partnership (or its designee) and each of them individually and any successor thereof from time to time (such Operating Partnership or designee or any such successor of any of them acting in his, her or its capacity as attorney-in-fact pursuant hereto, the "“Attorney-inIn-Fact"”) as the true and lawful attorney-in-fact and agent of Contributoreach such Nominee, to act in the name, place and stead of Contributor each such Nominee to make, execute, acknowledge and deliver all such other deeds (including grant deeds if applicable), assignments, contracts, orders, receipts, notices, requests, instructions, certificates, consents, letters and other writings (including, including without limitation, limitation the execution of any Closing Documents or other documents relating to the acquisition by the Operating Partnership of Contributor's Partnership Interestincluding, but not limited to, any registration rights agreements, partnership agreements, pledge agreements and any lock-up agreements), to provide information to the Securities and Exchange Commission and others about the transactions contemplated hereby and, in general, to do all things and to take all actions which the Attorney-in-Fact in its sole discretion may consider necessary or proper in connection with or to carry out the transactions contemplated by this Contribution Agreement, as fully as could Contributor the applicable Nominee if personally present and acting. Furtheracting (the “Power of Attorney”), Contributor hereby grants to provided, that the Operating Partnership may not take any such action on behalf of such Nominee unless such action is in accordance with the terms of this Agreement and/or the Contribution Agreement and the Attorney-in-Fact a proxy has given such Nominee reasonable prior written notice (the "Proxy"including by electronic means) to vote Contributor's Partnership Interest on any matter related Xxxxxx Xxxxxx of Farallon Capital Management, L.L.C. and Xxxxx Xxxxxxx of Xxxxxxxx, Xxxxx & Xxxx LLP for each action to be so taken by the Formation Transactions presented to the partners of any of the Partnerships for a voteAttorney-in-Fact; and, including, but not limited toprovided further, the transfer parties agree and acknowledge, for the benefit of interests in each Nominee, that, notwithstanding any provision of this Section 4.3 or the Partnerships by Contribution Agreement, the other partnersAttorney-In-Fact is not hereby or thereby granted, and shall not purport to exercise, any authority to execute any instrument creating, directly or indirectly, any liability personal to any Nominee. Each of the The Power of Attorney and Proxy and all authority granted hereby shall be coupled with an interest and therefore shall be irrevocable and shall not be terminated by any act of Contributor, by operation of law or by the occurrence of any other event or eventsNominees, and if any other such act or events shall occur before the completion of the transactions contemplated by this Contribution Agreement, the Attorney-in-Fact shall nevertheless be authorized and directed to complete all such transactions as if such other act or events had not occurred and regardless of notice thereof. Contributor Each of the Nominees agrees that, at the request of the Operating Partnership, it will promptly execute and deliver to the Operating Partnership a separate power of attorney and proxy on the same terms set forth in this ARTICLE 6Section 4.3, such execution to be witnessed and notarized, and in recordable form (if necessary). Contributor Each Nominee hereby authorizes the reliance of third parties on each of the Power of Attorney and Proxywith respect to such Nominee. Contributor acknowledges The Nominees acknowledge that the Operating Partnership has, and any designee or successor thereof acting as Attorney-in-Fact may have, an economic interest in the transactions contemplated by this Contribution Agreement.

Grant of Power of Attorney. Each Contributor does hereby irrevocably appoint appoints the Operating Partnership (or its designee) and each of them individually and any successor thereof from time to time (such Operating Partnership or designee or any such successor of any of them acting in his, her or its capacity as attorney-in-fact pursuant hereto, the "“Attorney-inIn-Fact"”) as the true and lawful attorney-in-fact and agent of such Contributor, to act in the name, place and stead of such Contributor to make, execute, acknowledge and deliver all such other contracts, orders, receipts, notices, requests, instructions, certificates, consents, letters and other writings (including, including without limitation, limitation the execution of any Closing Documents or other documents documents) relating to the acquisition by the Operating Partnership of Contributor's Partnership Interestthe Participating Interests (including, but not limited to the OP Agreement, as it may be amended or revised, any registration rights agreements and any lock-up agreements), to the acquisition of interests in any entity that directly or indirectly owns a certain Participating Property or Participating Interest by Direct Contribution, Merger or Division, and to provide information to the Securities and Exchange Commission and others about the transactions contemplated hereby and, in general, to do all things and to take all actions which the Attorney-in-Fact in its sole discretion may consider necessary or proper in connection with or to carry out the transactions contemplated by this Contribution Agreementhereby, as fully as could such Contributor if personally present and actingacting (the “Power of Attorney”). Further, each Contributor hereby grants to Attorney-in-Fact a proxy (the "“Proxy"”) to vote Contributor's Partnership Interest the Participating Interests on any matter related to the Formation Transactions presented to the partners of any of the Partnerships Intermediary Owner’s partners or members for a vote, including, but not limited to, the transfer of interests in any of the Partnerships Intermediary Owner by the other partners. Each of the Power of Attorney and Proxy and all authority granted hereby shall be coupled with an interest and therefore shall be irrevocable and shall not be terminated by any act of any Contributor, by operation of law or by the occurrence of any other event or events, and if any other such act or events shall occur before the completion of the transactions contemplated by this Contribution Agreement, the Attorney-in-Fact shall nevertheless be authorized and directed to complete all such transactions as if such other act or events had not occurred and regardless of notice thereof. Each Contributor agrees that, at the request of the Operating Partnership, Partnership it will promptly execute and deliver to the Operating Partnership a separate power of attorney and proxy on the same terms set forth in this ARTICLE Article 6, such execution to be witnessed and notarized. Each Contributor hereby authorizes the reliance of third parties on each of the Power of Attorney and Proxy. Each Contributor acknowledges that the Operating Partnership has, and any designee or successor thereof acting as Attorney-in-Fact may have, an economic interest in the transactions contemplated by this Contribution Agreement. The Power of Attorney contained in this Section 6.1 shall expire on the earlier to occur of the fourth anniversary of the Closing or the termination of this Agreement. Notwithstanding anything to the contrary contained herein, the Attorney-in-Fact shall not expand Contributor’s covenants, representations or warranties beyond those contemplated by this Agreement and the other documents and agreements contemplated hereby, and the Attorney-in-Fact shall hold each Contributor harmless to the extent of any such expansion.

Grant of Power of Attorney. (a) Each Contributor does hereby irrevocably appoint the Operating Partnership appoints Xxxxxxx X. Xxxxxx (or its his designee) and each of them individually and any successor thereof from time to time (Xxxxxxx X. Xxxxxx or such Operating Partnership or designee or any such successor of any of them acting in his, her or its capacity as attorney-in-attorney in fact pursuant hereto, the "Attorney-in-“Attorney in Fact"”) as the true and lawful attorney-in-attorney in fact and agent of such Contributor, to act in the name, place and stead of such Contributor to make, execute, acknowledge and deliver all such other deeds (including grant deeds if applicable), agreements, assignments, contracts, orders, receipts, notices, requests, instructions, certificates, consents, letters and other writings (including, without limitation, including the execution of any Closing Documents documents or other items required to be delivered pursuant to Sections 7.2(a) and 7.3 or other documents relating to the acquisition by the Operating Partnership Company of Contributor's Partnership Interestthe Remaining Company Interests, including any registration rights agreements, partnership agreements, pledge agreements and any lock-up agreements), to provide information to the Securities and Exchange Commission (the “SEC”) and others about the transactions contemplated hereby and, in general, to do all things and to take all actions which the Attorney-in-Attorney in Fact in its his sole and absolute discretion may consider necessary or proper in connection with or to carry out the transactions contemplated by this Contribution Agreement, as fully as could the applicable Contributor if personally present and actingacting (the “Power of Attorney”). Further, each Contributor hereby grants to Attorney-in-the Attorney in Fact a proxy (the "“Proxy"”) to vote Contributor's Partnership Interest the Remaining Company Interests on any matter related to the Formation Transactions that is presented to the partners members or shareholders of any of the Partnerships Participating Company for a vote, including, but not limited to, including with respect to the transfer of interests in any of the Partnerships Participating Company by the other partners. Each of the Power of Attorney and Proxy and all authority granted hereby shall be coupled with an interest and therefore shall be irrevocable and shall not be terminated by any act of Contributor, by operation of law members or by the occurrence of any other event or events, and if any other such act or events shall occur before the completion of the transactions contemplated by this Contribution Agreement, the Attorney-in-Fact shall nevertheless be authorized and directed to complete all such transactions as if such other act or events had not occurred and regardless of notice thereof. Contributor agrees that, at the request of the Operating Partnership, it will promptly execute a separate power of attorney and proxy on the same terms set forth in this ARTICLE 6, such execution to be witnessed and notarized. Contributor hereby authorizes the reliance of third parties on each of the Power of Attorney and Proxy. Contributor acknowledges that the Operating Partnership has, and any designee or successor thereof acting as Attorney-in-Fact may have, an economic interest in the transactions contemplated by this Contribution Agreementshareholders.

Grant of Power of Attorney. Contributor does hereby irrevocably appoint appoints the Operating Partnership (or its designee) and each of them individually and any successor thereof from time to time (such Operating Partnership or designee or any such successor of any of them acting in his, her or its capacity as attorney-in-fact pursuant hereto, the "Attorney-inIn-Fact") as the true and lawful attorney-in-fact and agent of Contributor, to act in the name, place and stead of Contributor to make, execute, acknowledge and deliver all such other contracts, orders, receipts, notices, requests, instructions, certificates, consents, letters and other writings (including, including without limitation, limitation the execution of any Closing Documents or other documents relating to the acquisition by the Operating Partnership of Contributor's Partnership InterestInterests including, but not limited to, any registration rights agreements and any lock-up agreements), to provide information to the Securities and Exchange Commission and others about the transactions contemplated hereby and, in general, to do all things and to take all actions which the Attorney-in-Fact in its sole discretion may consider necessary or proper in connection with or to carry out the transactions contemplated by this Contribution Agreement, as fully as could Contributor if personally present and actingacting (the "Power of Attorney"). Further, Contributor hereby grants to Attorney-in-Fact a proxy (the "Proxy") to vote Contributor's Partnership Interest Interests on any matter related to the Formation Transactions presented to the partners of any of the Partnerships Partnerships' partners for a vote, including, but not limited to, the transfer of interests in any of the Partnerships Partnership by the other partners. Each of the Power of Attorney and Proxy and all authority granted hereby shall be coupled with an interest and therefore shall be irrevocable and shall not be terminated by any act of Contributor, by operation of law or by the occurrence of any other event or events, and if any other such act or events shall occur before the completion of the transactions contemplated by this Contribution Agreement, the Attorney-in-Fact shall nevertheless be authorized and directed to complete all such transactions as if such other act or events had not occurred and regardless of notice thereof. Contributor agrees that, at the request of the Operating Partnership, Partnership it will promptly execute and deliver to the Operating Partnership a separate power of attorney and proxy on the same terms set forth in this ARTICLE Article 6, such execution to be witnessed and notarized. Contributor hereby authorizes the reliance of third parties on each of the Power of Attorney and Proxy. Contributor acknowledges that the Operating Partnership has, and any designee or successor thereof acting as Attorney-in-Fact may have, an economic interest in the transactions contemplated by this Contribution Agreement. The Power of Attorney contained in this Section 6.1 shall expire on the earlier to occur of the fourth anniversary of the Closing or the termination of this Agreement. Notwithstanding anything to the contrary contained herein, the Attorney-in-Fact shall not materially expand Contributor's obligations, liabilities, representations or warranties beyond those contemplated by this Agreement, the other documents and agreements contemplated hereby, or as required to transfer the Partnership Interests to the Operating Partnership, and the Operating Partnership shall hold the Contributor harmless to the extent of any such expansion; provided, however, the Operating Partnership shall have no liability with respect to Contributor's tax obligations and the Operating Partnership makes no representations or warranties with respect to the tax consequences to Contributor of the transactions contemplated herein.

Grant of Power of Attorney. Contributor does hereby irrevocably appoint the Operating Partnership (or its designee) and each of them individually and any successor thereof from time to time (such Operating Partnership or designee or any such successor of any of them acting in his, her or its capacity as attorney-in-fact pursuant hereto, the "AttorneyATTORNEY-in-FactIN FACT") as the true and lawful attorney-in-fact and agent of Contributor, to act in the name, place and stead of Contributor to make, execute, acknowledge and deliver all such other contracts, orders, receipts, notices, requests, instructions, certificates, consents, letters and other writings (including, including without limitation, limitation the execution of any Closing Documents or other documents relating to the acquisition by the Operating Partnership of Contributor's Partnership Interest), to provide information to the Securities and Exchange Commission and others about the transactions contemplated hereby and, in general, to do all things and to take all actions which the Attorney-in-Fact in its sole discretion may consider necessary or proper in connection with or to carry out the transactions contemplated by this Contribution Agreement, as fully as could Contributor if personally present and acting. Further, Contributor hereby grants to Attorney-in-Fact a proxy (the "ProxyPROXY") to vote Contributor's Partnership Interest on any matter related to the Formation Transactions presented to the partners of any of the Partnerships for a vote, including, but not limited to, the transfer of interests in any of the Partnerships by the other partners. Each of the Power of Attorney and Proxy and all authority granted hereby shall be coupled with an interest and therefore shall be irrevocable and shall not be terminated by any act of Contributor, by operation of law or by the occurrence of any other event or events, and if any other such act or events shall occur before the completion of the transactions contemplated by this Contribution Agreement, the Attorney-in-Fact shall nevertheless be authorized and directed to complete all such transactions as if such other act or events had not occurred and regardless of notice thereof. Contributor agrees that, at the request of the Operating Partnership, Partnership it will promptly execute a separate power of attorney and proxy on the same terms set forth in this ARTICLE 6, such execution to be witnessed and notarized. Contributor hereby authorizes the reliance of third parties on each of the Power of Attorney and Proxy. Contributor acknowledges that the Operating Partnership has, and any designee or successor thereof acting as Attorney-in-Fact may have, an economic interest in the transactions contemplated by this Contribution Agreement.

Grant of Power of Attorney. Contributor does The Meruelo Entities hereby irrevocably appoint the Operating Partnership Company (or its designee) and each of them individually and any successor thereof from time to time (the Company or such Operating Partnership or designee or any such successor of any of them acting in his, her or its such Meruelo Entities’ capacity as attorney-in-fact pursuant hereto, the "“Attorney-in-Fact"”) as the true and lawful attorney-in-fact and agent of Contributoreach of the Meruelo Entities, to act in the name, place and stead of Contributor each of the Meruelo Entities to make, execute, acknowledge and deliver all such other contracts, orders, receipts, notices, requests, instructions, certificates, consents, letters and other writings relating to the transactions contemplated by this Agreement (including, without limitation, the execution of any Closing Documents or other documents documents) relating to the acquisition by Merger, all in accordance with the Operating Partnership terms and conditions of Contributor's Partnership Interest)this Agreement, as well as the organizational documents of the Company Entities, as they may be amended or revised, any registration rights agreements and any lock-up agreements, and to provide information to the Securities and Exchange Commission and others about the transactions contemplated hereby and, in general, to do all things and to take all actions which the Attorney-in-Fact in its sole discretion may consider necessary or proper in connection with or to carry out the transactions contemplated by this Contribution Agreementhereby, as fully as could Contributor each of the Meruelo Entities if personally present and acting. Further, Contributor hereby grants to Attorney-in-Fact a proxy acting (the "Proxy") to vote Contributor's Partnership Interest on any matter related to the Formation Transactions presented to the partners “Power of any Attorney”). Each of the Partnerships for a voteMeruelo Entities agrees, including, but not limited to, at the transfer of interests in any request of the Partnerships by Company, to execute a separate power of attorney and proxy on the other partnerssame terms as set forth in this Article 6, with such execution to be witnessed and notarized. Each of the Power of Attorney and Proxy entered into by each of the Meruelo Entities and all authority granted hereby shall be coupled with an interest and therefore shall be irrevocable and shall not be terminated by any act of Contributorany of the Meruelo Entities, by operation of law or by the occurrence of any other event or events, and if any other such act or events event shall occur before the completion of the transactions contemplated by this Contribution Agreement, the Attorney-in-Fact shall nevertheless be authorized and directed to complete all such transactions as if such other act or events event had not occurred and regardless of notice thereof. Contributor agrees that, at the request Each of the Operating Partnership, it will promptly execute a separate power of attorney and proxy on the same terms set forth in this ARTICLE 6, such execution to be witnessed and notarized. Contributor Meruelo Entities hereby authorizes the reliance of third parties on each of the Power of Attorney and Proxy. Contributor Each of the Meruelo Entities hereby ratifies and confirms all that the Attorney-in-Fact shall lawfully do or cause to be done by virtue of the exercise of the powers granted to it by any of the Meruelo Entities hereunder. Each of the Meruelo Entities acknowledges that the Operating Partnership Company has, and any designee or successor thereof acting as Attorney-in-Fact may have, an economic interest in the transactions contemplated by this Contribution Agreement. The Power of Attorney contained in this Article 6 shall expire on the earlier of the fourth anniversary of the Closing or the termination of this Agreement. Notwithstanding anything to the contrary, the Attorney-in-Fact may not expand any of the Meruelo Entities’ covenants, representations or covenants beyond those contemplated by this Agreement and the other documents and agreements contemplated hereby or modify the provisions of this Agreement pursuant to such Power of Attorney.

Grant of Power of Attorney. Contributor does hereby irrevocably appoint the Operating Partnership (or its designee) and each of them individually and any successor thereof from time to time (such Operating Partnership or designee or any such successor of any of them acting in his, her or its capacity as attorney-in-fact pursuant hereto, the "Attorney-in-Fact") as the true and lawful attorney-in-fact and agent of Contributor, to act in the name, place and stead of Contributor to make, execute, acknowledge and deliver all such other contracts, orders, receipts, notices, requests, instructions, certificates, consents, letters and other writings (including, without limitation, the execution of any Closing Documents or other documents relating to the acquisition by the Operating Partnership of Contributor's Partnership Interest), to provide information to the Securities and Exchange Commission and others about the transactions contemplated hereby and, in general, to do all things and to take all actions which the Attorney-in-Fact in its sole discretion may consider necessary or proper in connection with or to carry out the transactions contemplated by this Contribution Agreement, as fully as could Contributor if personally present and acting. Further, Contributor hereby grants to Attorney-Attorney- in-Fact a proxy (the "Proxy") to vote Contributor's Partnership Interest on any matter related to the Formation Transactions presented to the partners of any of the Partnerships for a vote, including, but not limited to, the transfer of interests in any of the Partnerships by the other partners. Each of the Power of Attorney and Proxy and all authority granted hereby shall be coupled with an interest and therefore shall be irrevocable and shall not be terminated by any act of Contributor, by operation of law or by the occurrence of any other event or events, and if any other such act or events shall occur before the completion of the transactions contemplated by this Contribution Agreement, the Attorney-in-Fact shall nevertheless be authorized and directed to complete all such transactions as if such other act or events had not occurred and regardless of notice thereof. Contributor agrees that, at the request of the Operating Partnership, it will promptly execute a separate power of attorney and proxy on the same terms set forth in this ARTICLE 6, such execution to be witnessed and notarized. Contributor hereby authorizes the reliance of third parties on each of the Power of Attorney and Proxy. Contributor acknowledges that the Operating Partnership has, and any designee or successor thereof acting as Attorney-in-Fact may have, an economic interest in the transactions contemplated by this Contribution Agreement.

Grant of Power of Attorney. Contributor The Seller does hereby irrevocably appoint the Operating Partnership (or its designee) and Lawrxxxx Xxxxxxx, Xxbexx Xxx xxx Josexx Xxxxxx, xxd each of them individually and any successor thereof from time to time (such Operating Partnership or designee designee, each such individual or any such successor of any of them acting in his, her or its capacity as attorney-in-fact pursuant hereto, the "AttorneyATTORNEY-inIN-FactFACT") as the true and lawful attorney-in-fact and agent of Contributorthe Seller, to act in the name, place and stead of Contributor the Seller to make, execute, acknowledge and deliver all such other contracts, orders, receipts, notices, requests, instructions, certificates, consents, letters and other writings (including, including without limitation, limitation the execution of any Closing Documents or other documents relating to the acquisition by the Operating Partnership of Contributor's Partnership Interestthe Interests), to provide information to the Securities and Exchange Commission and others about the transactions contemplated hereby and, in general, to do all things and to take all actions which the Attorney-in-Fact in its sole discretion may consider necessary or proper in connection with or to carry out the transactions contemplated by this Contribution Purchase Agreement, as fully as could Contributor the Seller if personally present and acting. Further, Contributor the Seller hereby grants to the Attorney-in-Fact a proxy (the "ProxyPROXY") to vote Contributorthe Seller's Partnership Interest Interests on any matter related to the Formation Transactions contemplated hereby presented to the partners members of any of the Partnerships each such LLC for a vote, including, but not limited to, the transfer of interests in any of the Partnerships each such LLC by the other partnersmembers. Each of The Seller acknowledges that the Power of Attorney Operating Partnership and Proxy and all authority granted hereby shall be coupled with an interest and therefore shall be irrevocable and shall not be terminated by any act of Contributor, by operation of law or by the occurrence of any other event or events, and if any other such act or events shall occur before the completion of the transactions contemplated by this Contribution Agreement, the each named individual Attorney-in-Fact shall nevertheless be authorized and directed to complete all such transactions as if such other act or events had not occurred and regardless of notice thereof. Contributor agrees that, at the request of the Operating Partnership, it will promptly execute a separate power of attorney and proxy on the same terms set forth in this ARTICLE 6, such execution to be witnessed and notarized. Contributor hereby authorizes the reliance of third parties on each of the Power of Attorney and Proxy. Contributor acknowledges that the Operating Partnership has, and any designee or successor thereof acting as Attorney-in-Fact may have, an economic interest in the transactions contemplated by this Contribution Purchase Agreement.

Grant of Power of Attorney. The Contributor does hereby irrevocably appoint appoints the Operating Partnership (or its designee) and each of them individually and any successor thereof from time to time (such Operating Partnership or designee or any such successor of any of them acting in his, her or its capacity as attorney-in-fact pursuant hereto, the "“Attorney-inIn-Fact"”) as the true and lawful attorney-in-fact and agent of Contributoreach of the Contributor and the Partnerships, to act in the name, place and stead of each of the Contributor to make, execute, acknowledge and deliver all such other contracts, orders, receipts, notices, requests, instructions, certificates, consents, letters and other writings (including, without limitation, the execution of any Closing Documents or other documents relating to the acquisition by the Operating Partnership of Contributor's Partnership Interest), Partnerships to provide information to the Securities and Exchange Commission and others about the transactions contemplated hereby and(the “Power of Attorney”), in generalprovided, to do all things and to take all actions which that the Attorney-in-Fact may not take any such action on behalf of the Contributor unless such action is in its sole discretion may consider necessary or proper in connection accordance with or to carry out the transactions contemplated by terms of this Contribution Agreement, as fully as could Contributor if personally present including, without limitation, Section 5.1, and acting. Further, Contributor hereby grants to the Attorney-in-Fact a proxy (has given the "Proxy") Contributor reasonable prior written notice for each action to vote Contributor's Partnership Interest on any matter related to the Formation Transactions presented to the partners of any of the Partnerships for a vote, including, but not limited to, the transfer of interests in any of the Partnerships be so taken by the other partnersAttorney-in-Fact. Each of the The Power of Attorney and Proxy and all authority granted hereby shall be coupled with an interest and therefore shall be irrevocable and shall not be terminated by any act of the Contributor, by operation of law or by the occurrence of any other event or events, and if any other such act or events shall occur before the completion of the transactions contemplated by this Contribution Agreement, the Attorney-in-Fact shall nevertheless be authorized and directed to complete all such transactions as if such other act or events had not occurred and regardless of notice thereof. The Contributor hereby agrees that, at the request of the Operating Partnership, it will promptly execute and deliver to the Operating Partnership a separate power of attorney and proxy on the same terms set forth in this ARTICLE Article 6, such execution to be witnessed and notarized, and in recordable form (if necessary). The Contributor hereby authorizes the reliance of third parties on each of the Power of Attorney and ProxyAttorney. The Contributor acknowledges that the Operating Partnership has, and any designee or successor thereof acting as Attorney-in-Fact may have, an economic interest in the transactions contemplated by this Contribution Agreement. The Operating Partnership hereby acknowledges that any information provided as Attorney-in-Fact pursuant to this Section 6.2 shall be subject to the provisions of Section 3.4.

Grant of Power of Attorney. (a) By executing this Agreement, Contributor does hereby irrevocably appoint appoints the Operating Partnership (or its designee) and each of them individually and any successor thereof from time to time (such Operating Partnership or designee or any such successor of any of them acting in his, her or its capacity as attorney-in-fact pursuant hereto, the "“Attorney-in-Fact"”) as the true and lawful attorney-in-fact and agent of Contributor, to act in the name, place and stead of each of Contributor to make, execute, acknowledge and deliver all such other deeds (including grant deeds if applicable), assignments, contracts, orders, receipts, notices, requests, instructions, certificates, consents, letters and other writings (including, without limitation, (i) the execution of any Closing Documents or other documents relating (A) to the acquisition by the Operating Partnership of Contributor's Partnership ’s Property Interest), the Contributed Assets, the Assumed Agreements or the Assumed Liabilities, or (B) an Alternate Transaction or Portfolio Sale as further described in each Contributing Entity’s Consent Solicitation, (ii) any registration rights agreements, tax protection agreements, partnership agreements, and the Lock-up Agreement, (iii) to provide information to the Securities and Exchange Commission SEC and others about the transactions contemplated hereby and, in general, to do all things and to take all actions which the Attorney-in-Fact in its sole discretion may consider necessary or proper in connection with or to carry out the transactions contemplated by this Contribution Agreement, the Formation Transactions and the IPO as fully as could Contributor if personally present and acting. Further, Contributor hereby grants to Attorney-in-Fact a proxy acting (the "Proxy") to vote Contributor's Partnership Interest on any matter related to the Formation Transactions presented to the partners of any of the Partnerships for a vote, including, but not limited to, the transfer of interests in any of the Partnerships by the other partners. Each of the “Power of Attorney and Proxy and all authority granted hereby shall be coupled with an interest and therefore shall be irrevocable and shall not be terminated by any act of Contributor, by operation of law or by the occurrence of any other event or events, and if any other such act or events shall occur before the completion of the transactions contemplated by this Contribution Agreement, the Attorney-in-Fact shall nevertheless be authorized and directed to complete all such transactions as if such other act or events had not occurred and regardless of notice thereof. Contributor agrees that, at the request of the Operating Partnership, it will promptly execute a separate power of attorney and proxy on the same terms set forth in this ARTICLE 6, such execution to be witnessed and notarized. Contributor hereby authorizes the reliance of third parties on each of the Power of Attorney and Proxy. Contributor acknowledges that the Operating Partnership has, and any designee or successor thereof acting as Attorney-in-Fact may have, an economic interest in the transactions contemplated by this Contribution Agreement”).

Grant of Power of Attorney. The Contributor does hereby irrevocably appoint appoints the Operating Partnership (or its designee) and each of them individually and any successor thereof from time to time (such Operating Partnership or designee or any such successor of any of them acting in his, her or its capacity as attorney-in-fact pursuant hereto, the "“Attorney-inIn-Fact"”) as the true and lawful attorney-in-fact and agent of Contributoreach of the Contributor and the Partnerships, to act in the name, place and stead of each of the Contributor to make, execute, acknowledge and deliver all such other contracts, orders, receipts, notices, requests, instructions, certificates, consents, letters and other writings (including, without limitation, the execution of any Closing Documents or other documents relating to the acquisition by the Operating Partnership of Contributor's Partnership Interest), Partnerships to provide information to the Securities and Exchange Commission and others about the transactions contemplated hereby and(the “Power of Attorney”), in generalprovided, to do all things and to take all actions which that the Attorney-in-Fact may not take any such action on behalf of the Contributor unless such action is in its sole discretion may consider necessary or proper in connection accordance with or to carry out the transactions contemplated by terms of this Contribution Agreement, as fully as could Contributor if personally present including, without limitation, Section 5.1, and acting. Further, Contributor hereby grants to the Attorney-in-Fact a proxy has given the Contributor reasonable prior written notice (the "Proxy"including by electronic means) to vote Contributor's Partnership Interest Xxxxxxx X. Xxx and Xxxx Xxxxx on any matter related to the Formation Transactions presented to the partners of any behalf of the Partnerships Contributor (email: xxxxxxx@xxxxxxxxxxxxxxxx.xxx and xxxxxx@xxxxxxxxxxxxxxx.xxx) with a copy to Xxxxx X. Xxxxx, Esq. (email: xxxxx@xxxx.xxx) for a vote, including, but not limited to, the transfer of interests in any of the Partnerships each action to be so taken by the other partnersAttorney-in-Fact. Each of the The Power of Attorney and Proxy and all authority granted hereby shall be coupled with an interest and therefore shall be irrevocable and shall not be terminated by any act of the Contributor, by operation of law or by the occurrence of any other event or events, and if any other such act or events shall occur before the completion of the transactions contemplated by this Contribution Agreement, the Attorney-in-Fact shall nevertheless be authorized and directed to complete all such transactions as if such other act or events had not occurred and regardless of notice thereof. The Contributor hereby agrees that, at the request of the Operating Partnership, it will promptly execute and deliver to the Operating Partnership a separate power of attorney and proxy on the same terms set forth in this ARTICLE Article 6, such execution to be witnessed and notarized, and in recordable form (if necessary). The Contributor hereby authorizes the reliance of third parties on each of the Power of Attorney and ProxyAttorney. The Contributor acknowledges that the Operating Partnership has, and any designee or successor thereof acting as Attorney-in-Fact may have, an economic interest in the transactions contemplated by this Contribution Agreement. The Operating Partnership hereby acknowledges that any information provided as Attorney-in-Fact pursuant to this Section 6.2 shall be subject to the provisions of Section 3.4.

Grant of Power of Attorney. Contributor Optionor does hereby irrevocably appoint the Operating Partnership Optionee (or its designee) and each of them individually and any successor thereof from time to time (such Operating Partnership Optionee or designee or any such successor of any of them acting in his, her or its capacity as attorney-in-fact pursuant hereto, the "AttorneyATTORNEY-inIN-FactFACT") as the true and lawful attorney-in-fact and agent of ContributorOptionor, to act in the name, place and stead of Contributor Optionor to make, execute, acknowledge and deliver all such other contracts, orders, receipts, notices, requests, instructions, certificates, consents, letters and other writings (including, including without limitation, limitation the execution of any Closing Documents or other documents relating to the acquisition by the Operating Partnership Optionee of ContributorOptionor's Partnership Interest), to provide information to the Securities and Exchange Commission and others about the transactions contemplated hereby and, in general, to do all things and to take all actions which the Attorney-in-Fact in its sole discretion may consider necessary or proper in connection with or to carry out the transactions contemplated by this Contribution Option Agreement, as fully as could Contributor Optionor if personally present and acting. Further, Contributor Optionor hereby grants to Attorney-in-Fact a proxy (the "ProxyPROXY") to vote ContributorOptionor's Partnership Interest on any matter related to the Formation Transactions presented to the Partnerships' partners of any of the Partnerships for a vote, including, but not limited to, the transfer of interests in any of the Partnerships by the other partners. Each of the Power of Attorney and Proxy and all authority granted hereby shall be coupled with an interest and therefore shall be irrevocable and shall not be terminated by any act of ContributorOptionor, by operation of law or by the occurrence of any other event or events, and if any other such act or events shall occur before the completion of the transactions contemplated by this Contribution Option Agreement, the Attorney-in-Fact shall nevertheless be authorized and directed to complete all such transactions as if such other act or events had not occurred and regardless of notice thereof. Contributor Optionor agrees that, at the request of the Operating Partnership, Optionee it will promptly execute a separate power of attorney and proxy on the same terms set forth in this ARTICLE 65, such execution to be witnessed and notarized. Contributor Optionor hereby authorizes the reliance of third parties on each of the Power of Attorney and Proxy. Contributor Optionor acknowledges that the Operating Partnership Optionee has, and any designee or successor thereof acting as Attorney-in-Fact may have, an economic interest in the transactions contemplated by this Contribution Option Agreement.

Grant of Power of Attorney. Contributor Each Grantor (except CFP) does hereby -------------------------- irrevocably appoint the Operating Partnership (or its designee) Xxxxx X. Xxxxxxxx and Xxxx X. Xxxxxxx, and each of them individually and any successor thereof from time to time (such Operating Partnership or designee persons or any such successor of any of them acting in his, her or its capacity as attorneyAttorney-in-fact in- Fact pursuant heretoto this Article V, the "Attorney-in-Fact") as the true and lawful attorney---------------- Attorney-in-fact Fact and agent of Contributorsuch Grantor, to act in the name, place and stead of Contributor such Grantor to make, execute, acknowledge and deliver all such other contracts, orders, receipts, notices, requests, instructions, certificates, consents, letters and other writings (including, including without limitation, limitation the execution of any Closing Documents or and any other documents relating to the acquisition by the Operating Partnership Optionee of Contributorsuch Grantor's Partnership Interest)Interests, to provide information to the Securities and Exchange Commission and others about the transactions any consents contemplated hereby by Section 7.11 hereof) and, in general, to do all things and to take all actions action which the Attorney-in-Fact in its sole discretion may consider necessary or proper in connection with or to carry out the transactions contemplated by this Contribution Agreement, Option Agreement and the Closing Documents as fully as could Contributor such Grantor if personally present and acting. Further, Contributor hereby grants to Attorney-in-Fact a proxy (the "Proxy") to vote Contributor's Partnership Interest on any matter related to the Formation Transactions presented to the partners of any of the Partnerships for a vote, including, but not limited to, the transfer of interests in any of the Partnerships by the other partners. Each of the The Power of Attorney and Proxy granted by each Grantor (except CFP) pursuant to this Article V and all authority conferred by this Article V is granted hereby shall be and conferred subject to and in consideration of the interests of the Optionee and the other Grantors and is for the purpose of completing the transactions contemplated by this Option Agreement. The Power of Attorney of each Grantor (except CFP) granted by this Article V and all authority conferred by this Article V is coupled with an interest and therefore shall be irrevocable and shall not be terminated by any act of Contributor, such Grantor or by operation of law law, whether by the death, disability, incapacity or liquidation of such Grantor or by the occurrence of any other event or eventsevents (including without limitation the termination of any trust or estate for which such Grantor is acting as a fiduciary or fiduciaries), and if, after the execution hereof, such Grantor shall die or become disabled or incapacitated or is liquidated, or if any other such act event or events shall occur before the completion of the transactions contemplated by this Contribution Option Agreement, the Attorney-in-Fact shall nevertheless be authorized and directed to complete all such transactions as if such death, disability, incapacity, liquidation or other act event or events had not occurred and regardless of notice thereof. Contributor agrees that, at the request of the Operating Partnership, it will promptly execute a separate power of attorney and proxy on the same terms set forth in this ARTICLE 6, such execution to be witnessed and notarized. Contributor hereby authorizes the reliance of third parties on each of the Power of Attorney and Proxy. Contributor Each Grantor acknowledges that the Operating Partnership Xxxx X. Xxxxxxx has, and any designee or successor thereof acting as Attorney-in-Fact may have, an economic interest in the transactions contemplated by this Contribution Option Agreement. Each Grantor (except CFP) agrees that, at the request of Optionee, it will promptly execute a separate Power of Attorney on the same terms set forth in this Article V, such execution to be witnessed and notarized.

Grant of Power of Attorney. Contributor does The Transferor hereby irrevocably appoint appoints the Operating Partnership (or its designee) and each of them individually and any successor thereof from time to time (such Operating Partnership or designee or any such successor of any of them acting in his, her or its capacity as attorney-in-fact pursuant hereto, the "“Attorney-inIn-Fact"”) as the true and lawful attorney-in-fact and agent of Contributorthe Transferor, to act in the name, place and stead of Contributor the Transferor to make, execute, acknowledge and deliver all such other deeds (including grant deeds if applicable), assignments, contracts, orders, receipts, notices, requests, instructions, certificates, consents, letters and other writings (including, including without limitation, limitation the execution of any Closing Documents or other documents relating to the acquisition by the Operating Partnership of Contributor's Partnership the Transferor’s Membership Interest, including, but not limited to, any registration rights agreements and any lock-up agreements), to provide information to the Securities and Exchange Commission and others about the transactions contemplated hereby and, in general, to do all things and to take all actions which the Attorney-in-Fact in its sole discretion may consider necessary or proper in connection with or to carry out the transactions contemplated by this Contribution Agreement, as fully as could Contributor the Transferor if personally present and actingacting (the “Power of Attorney”). Further, Contributor the Transferor hereby grants to Attorney-in-Fact a proxy (the "“Proxy"”) to vote Contributor's Partnership the Transferor’s Membership Interest on any matter related to the Formation Transactions presented to the partners of any of the Partnerships LLC’s members for a vote, including, but not limited to, the transfer of interests in any of the Partnerships LLC by the other partnersmembers. Each of the Power of Attorney and Proxy and all authority granted hereby shall be coupled with an interest and therefore shall be irrevocable and shall not be terminated by any act of Contributorthe Transferor, by operation of law or by the occurrence of any other event or events, and if any other such act or events shall occur before the completion of the transactions contemplated by this Contribution Agreement, the Attorney-in-Fact shall nevertheless be authorized and directed to complete all such transactions as if such other act or events had not occurred and regardless of notice thereof. Contributor The Transferor agrees that, at the request of the Operating Partnership, Partnership it will promptly execute and deliver to the Operating Partnership a separate power of attorney and proxy on the same terms set forth in this ARTICLE Article 6, such execution to be witnessed and notarized, and in recordable form (if necessary). Contributor The Transferor hereby authorizes the reliance of third parties on each of the Power of Attorney and Proxy. Contributor The Transferor acknowledges that the Operating Partnership has, and any designee or successor thereof acting as Attorney-in-Fact may have, an economic interest in the transactions contemplated by this Contribution Agreement.

Grant of Power of Attorney. Each Contributor does hereby irrevocably appoint appoints the Operating Partnership (or its designee) and each of them individually and any successor thereof from time to time (such the Operating Partnership or such designee or any such successor of any of them acting in his, her or its capacity as attorney-in-fact pursuant hereto, the "“Attorney-in-Fact"”) as the true and lawful attorney-in-fact and agent of the Contributor, to act in the name, place and stead of the Contributor to make, execute, acknowledge and deliver all such other deeds (including grant deeds if applicable), agreements, assignments, contracts, orders, receipts, notices, requests, instructions, certificates, consents, letters and other writings (including, without limitation, including the execution of any Closing Documents or other documents relating to the acquisition by the Operating Partnership Partnership, the Company and/or any subsidiary thereof of Contributor's Partnership Interest’s Company Interests (or the Remaining Two Liberty Interests in accordance with Section 4.5), including any registration rights agreements, partnership agreements, pledge agreements and any lock-up agreements), to provide information to the Securities and Exchange Commission (the “SEC”) and others about the transactions contemplated hereby and, in general, to do all things and to take all actions which the Attorney-in-Fact in its sole and absolute discretion may consider necessary or proper in connection with or to carry out the transactions contemplated by this Contribution Agreement, as fully as could the Contributor if personally present and actingacting (the “Power of Attorney”). Further, the Contributor hereby grants to the Attorney-in-Fact a proxy (the "“Proxy"”) to vote the Contributor's Partnership Interest ’s Company Interests (or the Remaining Two Liberty Interests) on any matter related to the Formation Transactions that is presented to the partners of any of the Partnerships Participating Companies’ partners, members or shareholders for a vote, including, but not limited to, including with respect to the transfer of interests in any of the Partnerships by the other partners. Each of the Power of Attorney and Proxy and all authority granted hereby shall be coupled with an interest and therefore shall be irrevocable and shall not be terminated by any act of Contributor, by operation of law or by the occurrence of any other event or events, and if any other such act or events shall occur before the completion of the transactions contemplated by this Contribution Agreement, the Attorney-in-Fact shall nevertheless be authorized and directed to complete all such transactions as if such other act or events had not occurred and regardless of notice thereof. Contributor agrees that, at the request of the Operating Partnership, it will promptly execute a separate power of attorney and proxy on the same terms set forth in this ARTICLE 6, such execution to be witnessed and notarized. Contributor hereby authorizes the reliance of third parties on each of the Power of Attorney and Proxy. Contributor acknowledges that the Operating Partnership has, and any designee or successor thereof acting as Attorney-in-Fact may have, an economic interest in the transactions contemplated by this Contribution Agreement.any

Grant of Power of Attorney. Contributor does hereby irrevocably appoint the Operating Partnership (or its designee) and each of them individually and any successor thereof from time to time (such Operating Partnership or designee or any such successor of any of them acting in his, her or its capacity as attorney-in-fact pursuant hereto, the "AttorneyATTORNEY-in-FactIN FACT") as the true and lawful attorney-in-fact and agent of Contributor, to act in the name, place and stead of Contributor to make, execute, acknowledge and deliver all such other contracts, orders, receipts, notices, requests, instructions, certificates, consents, letters and other writings (including, including without limitation, limitation the execution of any Closing Documents or other documents relating to the acquisition by the Operating Partnership of Contributor's Partnership InterestManagement Assets), to provide information to the Securities and Exchange Commission and others about the transactions contemplated hereby and, in general, to do all things and to take all actions which the Attorney-in-Fact in its sole discretion may consider necessary or proper in connection with or to carry out the transactions contemplated by this Contribution Agreement, as fully as could Contributor if personally present and acting. Further, Contributor hereby grants to Attorney-in-Fact a proxy (the "Proxy") to vote Contributor's Partnership Interest on any matter related to the Formation Transactions presented to the partners of any of the Partnerships for a vote, including, but not limited to, the transfer of interests in any of the Partnerships by the other partners. Each of the The Power of Attorney and Proxy and all authority granted hereby shall be coupled with an interest and therefore shall be irrevocable and shall not be terminated by any act of Contributor, by operation of law or by the occurrence of any other event or events, and if any other such act or events shall occur before the completion of the transactions contemplated by this Contribution Agreement, the Attorney-in-Fact shall nevertheless be authorized and directed to complete all such transactions as if such other act or events had not occurred and regardless of notice thereof. Contributor agrees that, at the request of the Operating Partnership, Partnership it will promptly execute a separate power of attorney and proxy on the same terms set forth in this ARTICLE 6, such execution to be witnessed and notarized. Contributor hereby authorizes the reliance of third parties on each of the Power of Attorney and ProxyAttorney. Contributor acknowledges that the Operating Partnership has, and any designee or successor thereof acting as Attorney-in-Fact may have, an economic interest in the transactions contemplated by this Contribution Agreement.

Grant of Power of Attorney. The Contributor does hereby irrevocably appoint appoints the Operating Partnership (or its designee) and each of them individually and any successor thereof from time to time (such Operating Partnership or designee or any such successor of any of them acting in his, her or its capacity as attorney-in-fact pursuant hereto, the "“Attorney-inIn-Fact"”) as the true and lawful attorney-in-fact and agent of the Contributor, to act in the name, place and stead of the Contributor to make, execute, acknowledge and deliver all such other deeds (including grant deeds if applicable), assignments, contracts, orders, receipts, notices, requests, instructions, certificates, consents, letters and other writings (including, including without limitation, limitation the execution of any Closing Documents or other documents relating to the acquisition by the Operating Partnership of the Contributor's ’s Partnership Interest, including, but not limited to, any registration rights agreements and any lock-up agreements), to provide information to the Securities and Exchange Commission and others about the transactions contemplated hereby and, in general, to do all things and to take all actions which the Attorney-in-Fact in its sole discretion may consider necessary or proper in connection with or to carry out the transactions contemplated by this Contribution Agreement, as fully as could the Contributor if personally present and acting. Further, Contributor hereby grants to Attorney-in-Fact a proxy acting (the "Proxy") to vote Contributor's Partnership Interest on any matter related to “Power of Attorney”). Concurrently with the Formation Transactions presented to the partners execution of any of the Partnerships for this Agreement, each Contributor shall provide a vote, including, but not limited to, the transfer of interests in any of the Partnerships by the other partners. Each of the Power of Attorney fully executed and Proxy duly acknowledged in the form attached hereto as Exhibit D. The Power of Attorney and all authority granted hereby shall be coupled with an interest and therefore shall be irrevocable and shall not be terminated by any act of the Contributor, by operation of law or by the occurrence of any other event or events, and if any other such act or events shall occur before the completion of the transactions contemplated by this Contribution Agreement, the Attorney-in-Fact shall nevertheless be authorized and directed to complete all such transactions as if such other act or events had not occurred and regardless of notice thereof. The Contributor agrees that, at the request of the Operating Partnership, Partnership it will promptly execute and deliver to the Operating Partnership a separate power of attorney and proxy on the same terms set forth in this ARTICLE Article 6, such execution to be witnessed and notarized, and in recordable form (if necessary). The Contributor hereby authorizes the reliance of third parties on each of the Power of Attorney and ProxyAttorney. The Contributor acknowledges that the Operating Partnership has, and any designee or successor thereof acting as Attorney-in-Fact may have, an economic interest in the transactions contemplated by this Contribution Agreement.

Grant of Power of Attorney. Each Contributor does hereby irrevocably appoint the Operating Partnership DERA (or its designee) and each of them individually and any successor thereof from time to time (DERA or such Operating Partnership or designee or any such successor of any of them acting in his, her or its capacity as attorney-in-fact pursuant hereto, the "Attorney-in-Fact") as the true and lawful attorney-in-fact and agent of such Contributor, to act in the name, place and stead of such Contributor to make, execute, acknowledge and deliver all such other contracts, orders, receipts, notices, requests, instructions, certificates, consents, letters and other writings (including, without limitation, the execution of any Closing Documents or other documents relating to the acquisition by the Operating Partnership of Contributor's Partnership Interest)writings, to provide information to the Securities and Exchange Commission and others about the transactions contemplated hereby and, in general, to do all things and to take all actions which the Attorney-in-Fact in its sole discretion may consider necessary or proper in connection with or to carry out the transactions contemplated by this Contribution AgreementAgreement and the other applicable Formation Transaction Documentation, as fully as could such Contributor if personally present and acting. Further, Contributor hereby grants to Attorney-in-Fact a proxy (the "Proxy") to vote Contributor's Partnership Interest on any matter related to the Formation Transactions presented to the partners The power of any of the Partnerships for a vote, including, but not limited to, the transfer of interests in any of the Partnerships by the other partners. Each of the Power of Attorney and Proxy attorney and all authority granted hereby (such power of attorney is hereinafter referred to as the "Power of Attorney") shall be coupled with an interest and therefore shall be irrevocable and shall not be terminated by any act of Contributorsuch Contributor making such an appointment or granting such an authority, by operation of law or by the occurrence of any other event or events, and if any other such act or events shall occur before the completion of the transactions contemplated by this Contribution AgreementAgreement or the other applicable Formation Transaction Documentation, the Attorney-in-Fact shall nevertheless be authorized and directed to complete all such transactions as if such other act or events had not occurred and regardless of notice thereof. Each Contributor agrees that, at the request of the Operating PartnershipDERA, it will promptly execute a separate power of attorney and proxy on the same terms set forth in this ARTICLE 6Article VI, such execution to be witnessed and notarized. Each Contributor hereby authorizes the reliance of third parties on each of the Power of Attorney and ProxyAttorney. Each Contributor acknowledges that the Operating Partnership DERA has, and any designee or successor thereof acting as Attorney-in-Fact may have, an economic interest in the transactions contemplated by this Contribution AgreementAgreement and the other Formation Transaction Documentation.

Grant of Power of Attorney. Contributor does By executing this Agreement or Exhibit B to this Agreement, the undersigned Exchanging Member hereby irrevocably appoint constitutes and appoints the Operating Partnership Company (or its designeea substitute appointed by Company) and each of them individually and any successor thereof from time to time (such Operating Partnership or designee or any such successor of any of them acting in as his, her or its capacity as attorney-in-fact pursuant hereto, (the "“Attorney-in-Fact"”) as the true and lawful attorney-in-fact and agent with full power of Contributorsubstitution to take any and all actions and execute any of the following agreements on such Exchanging Member’s behalf and in such Exchanging Member’s name: Registration Rights Agreement, to act the Tax Protection Agreement, the Lock-Up Agreement, the Transaction Agreements, the Representation, Warranty and Indemnity Agreement (each of the foregoing substantially in the name, place and stead of Contributor to make, execute, acknowledge and deliver all such other contracts, orders, receipts, notices, requests, instructions, certificates, consents, letters and other writings (including, without limitation, the execution of any Closing Documents or other documents relating form attached to the acquisition by Confidential Offering Memorandum or included in the Operating Partnership of Contributor's Partnership Interest)Subscription Booklet, to provide information to the Securities and Exchange Commission and others about the transactions contemplated hereby and, in general, to do all things and to take all actions which but with such change as the Attorney-in-Fact in its sole reasonable discretion may consider deems necessary or proper desirable to effectuate the Consolidation Transactions, the IPO and the other transactions described herein or in connection the Confidential Offering Memorandum), instruments of assignment, and if receiving OP Units, the DLC OP Agreement (as defined herein) (including any amendments thereto approved by the partners in accordance with the terms of such agreement) and any other documents related to the consummation of the Consolidation Transactions, any reallocation of Interests as described in Section 1.01(c) above or to carry out any of the other transactions contemplated by this Contribution AgreementAgreement on such Exchanging Member’s behalf and in such Exchanging Member’s name, as fully may be deemed by the Company as could Contributor if personally present necessary or desirable to effectuate the Consolidation Transactions, the IPO, and actingthe other transactions described herein or in the Confidential Offering Memorandum. Further, Contributor The undersigned hereby grants to each Attorney-in-Fact a proxy (full power and authority to do and perform each and every act and thing which may be necessary, or convenient, in connection with the "Proxy") foregoing, as fully, to vote Contributor's Partnership Interest on any matter related all intents and purposes, as the undersigned might or could do if personally present, hereby ratifying and confirming all that such Attorney-in-Fact shall lawfully do or cause to the Formation Transactions presented be done by authority hereof. Such power-of-attorney shall be deemed to the partners of any of the Partnerships for a vote, including, but not limited to, the transfer of interests in any of the Partnerships by the other partners. Each of the Power of Attorney and Proxy and all authority granted hereby shall be coupled with an interest and therefore shall be irrevocable and shall not be terminated by any act of Contributorsurvive the death, by operation of law disability or by the occurrence of any other event or events, and if any other such act or events shall occur before the completion dissolution of the transactions contemplated by this Contribution AgreementExchanging Member, the Attorney-in-Fact shall nevertheless be authorized and directed to complete all such transactions as if such other act or events had not occurred and regardless of notice thereof. Contributor agrees that, at the request of the Operating Partnership, it will promptly execute a separate power of attorney and proxy on the same terms set forth in this ARTICLE 6, such execution to be witnessed and notarized. Contributor hereby authorizes the reliance of third parties on each of the Power of Attorney and Proxy. Contributor acknowledges that the Operating Partnership has, and any designee or successor thereof acting as Attorney-in-Fact may have, an economic interest in the transactions contemplated by this Contribution Agreementapplicable.

Grant of Power of Attorney. Contributor does Each Nominee hereby irrevocably appoint appoints the Operating Partnership (or its designee) and each of them individually and any successor thereof from time to time (such Operating Partnership or designee or any such successor of any of them acting in his, her or its capacity as attorney-in-fact pursuant hereto, the "“Attorney-inIn-Fact"”) as the true and lawful attorney-in-fact and agent of Contributoreach such Nominee, to act in the name, place and stead of Contributor each of such Nominee to make, execute, acknowledge and deliver all such other deeds (including grant deeds if applicable), assignments, contracts, orders, receipts, notices, requests, instructions, certificates, consents, letters and other writings (including, including without limitation, limitation the execution of any Closing Documents or other documents relating to the acquisition by the Operating Partnership of Contributor's Partnership Interestincluding, but not limited to, any registration rights agreements, partnership agreements, pledge agreements and any lock-up agreements), to provide information to the Securities and Exchange Commission and others about the transactions contemplated hereby and, in general, to do all things and to take all actions which the Attorney-in-Fact in its sole discretion may consider necessary or proper in connection with or to carry out the transactions contemplated by this Contribution Agreement, as fully as could Contributor the applicable Nominee if personally present and acting. Furtheracting (the “Power of Attorney”), Contributor hereby grants to provided, that the Operating Partnership may not take any such action on behalf of such Nominee unless such action is in accordance with the terms of this Agreement and/or the Contribution Agreement and the Attorney-in-Fact a proxy has given such Nominee reasonable prior written notice (the "Proxy"including by electronic means) to vote Contributor's Partnership Interest the address set forth on any matter related the signature page hereto for each action to be so taken by the Formation Transactions presented to the partners of any of the Partnerships for a voteAttorney-in-Fact; and, including, but not limited toprovided further, the transfer parties agree and acknowledge, for the benefit of interests in each Nominee, that, notwithstanding any provision of this Section 4.3, the Partnerships by the other partnersAttorney-In-Fact is not hereby or thereby granted, and shall not purport to exercise, any authority to execute any instrument creating, directly or indirectly, any liability personal to any Nominee. Each of the The Power of Attorney and Proxy and all authority granted hereby shall be coupled with an interest and therefore shall be irrevocable and shall not be terminated by any act of Contributor, by operation of law or by the occurrence of any other event or eventsNominees, and if any other such act or events shall occur before the completion of the transactions contemplated by this Contribution Agreement, the Attorney-in-Fact shall nevertheless be authorized and directed to complete all such transactions as if such other act or events had not occurred and regardless of notice thereof. Contributor Each of the Nominees agrees that, at the request of the Operating Partnership, it will promptly execute and deliver to the Operating Partnership a separate power of attorney and proxy on the same terms set forth in this ARTICLE 6Section 4.3, such execution to be witnessed and notarized, and in recordable form (if necessary). Contributor Each Nominee hereby authorizes the reliance of third parties on each of the Power of Attorney and Proxywith respect to such Nominee. Contributor acknowledges The Nominees acknowledge that the Operating Partnership has, and any designee or successor thereof acting as Attorney-in-Fact may have, an economic interest in the transactions contemplated by this Contribution Agreement.

Grant of Power of Attorney. The Contributor does hereby irrevocably appoint appoints the Operating Partnership (or its designee) and each of them individually and any successor thereof from time to time (such Operating Partnership or designee or any such successor of any of them acting in his, her or its capacity as attorney-in-fact pursuant hereto, the "“Attorney-inIn-Fact"”) as the true and lawful attorney-in-fact and agent of the Contributor, to act in the name, place and stead of the Contributor to make, execute, acknowledge and deliver all such other deeds (including grant deeds if applicable), assignments, contracts, orders, receipts, notices, requests, instructions, certificates, consents, letters and other writings (including, including without limitation, limitation the execution of any Closing Documents or other documents relating to the acquisition by the Operating Partnership of the Contributor's ’s Partnership InterestInterests, the Contributed Assets, the Assumed Agreements or the Assumed Liabilities including, but not limited to, any registration rights agreements and any lock-up agreements), to provide information to the Securities and Exchange Commission and others about the transactions contemplated hereby and, in general, to do all things and to take all actions which the Attorney-in-Fact in its sole discretion may consider necessary or proper in connection with or to carry out the transactions contemplated by this Contribution Agreement, as fully as could the Contributor if personally present and actingacting (the “Power of Attorney”). Further, the Contributor hereby grants to Attorney-in-Fact a proxy (the "“Proxy"”) to vote the Contributor's ’s Partnership Interest Interests on any matter related to the Formation Transactions presented to the partners of any of the Partnerships Partnerships’ partners for a vote, including, but not limited to, the transfer of interests in any of the Partnerships Partnership by the other partners. Each of the Power of Attorney and Proxy and all authority granted hereby shall be coupled with an interest and therefore shall be irrevocable and shall not be terminated by any act of the Contributor, by operation of law or by the occurrence of any other event or events, and if any other such act or events shall occur before the completion of the transactions contemplated by this Contribution Agreement, the Attorney-in-Fact shall nevertheless be authorized and directed to complete all such transactions as if such other act or events had not occurred and regardless of notice thereof. The Contributor agrees that, at the request of the Operating Partnership, Partnership it will promptly execute and deliver to the Operating Partnership a separate power of attorney and proxy on the same terms set forth in this ARTICLE Article 6, such execution to be witnessed and notarized, and in recordable form (if necessary). The Contributor hereby authorizes the reliance of third parties on each of the Power of Attorney and Proxy. The Contributor acknowledges that the Operating Partnership has, and any designee or successor thereof acting as Attorney-in-Fact may have, an economic interest in the transactions contemplated by this Contribution Agreement.

Grant of Power of Attorney. The Contributor does and Glenborough GP hereby irrevocably appoint the Operating Partnership (or its designee) and each of them individually and any successor thereof from time to time (such Operating Partnership or designee or any such successor of any of them acting in his, her or its capacity as attorney-in-fact pursuant hereto, the "“Attorney-inIn-Fact"”) as the true and lawful attorney-in-fact and agent of Contributoreach of the Contributor and Glenborough GP, to act in the name, place and stead of each of the Contributor and Glenborough GP to make, execute, acknowledge and deliver all such other deeds (including grant deeds if applicable), assignments, contracts, orders, receipts, notices, requests, instructions, certificates, consents, letters and other writings (including, including without limitation, limitation the execution of any Closing Documents or other documents relating to the acquisition by the Operating Partnership of Contributor's the Partnership InterestInterests, the Contributed Assets, the Assumed Agreements or the Assumed Liabilities including, but not limited to, any registration rights agreements, partnership agreements, pledge agreements and any lock-up agreements), to provide information to the Securities and Exchange Commission and others about the transactions contemplated hereby and, in general, to do all things and to take all actions which the Attorney-in-Fact in its sole discretion may consider necessary or proper in connection with or to carry out the transactions contemplated by this Contribution Agreement, as fully as could the Contributor or Glenborough GP if personally present and actingacting (the “Power of Attorney”), provided, that the Attorney-in-Fact may not take any such action on behalf of the Contributor unless such action is in accordance with the terms of this Agreement and the Attorney-in-Fact has given the Contributor reasonable prior written notice (including by electronic means) to X. Xxx “Chip” Xxxxx of the Contributor (email: xxxx.xxxxx@xxxxxxxxxxx.xxx) with a copy to Xxxx Xxxxx of Xxxxxxx Procter LLP (email: xxxxxx@xxxxxxxxxxxxxx.xxx) for each action to be so taken by the Attorney-in-Fact. Further, the Contributor and Glenborough GP each hereby grants grant to Attorney-in-Fact a proxy (the "“Proxy"”) to vote Contributor's the Partnership Interest Interests on any matter related to the Formation Transactions presented to the partners of any of the Partnerships Partnerships’ partners for a vote, including, but not limited to, the transfer of interests in any of the Partnerships Partnership by the other partners. Each of the Power of Attorney and Proxy and all authority granted hereby shall be coupled with an interest and therefore shall be irrevocable and shall not be terminated by any act of Contributor, by operation of law the Contributor or by the occurrence of any other event or eventsGlenborough GP, and if any other such act or events shall occur before the completion of the transactions contemplated by this Contribution Agreement, the Attorney-in-Fact shall nevertheless be authorized and directed to complete all such transactions as if such other act or events had not occurred and regardless of notice thereof. Each of the Contributor and Glenborough GP agrees that, at the request of the Operating Partnership, it will promptly execute and deliver to the Operating Partnership a separate power of attorney and proxy on the same terms set forth in this ARTICLE Article 6, such execution to be witnessed and notarized, and in recordable form (if necessary). The Contributor and Glenborough GP hereby authorizes authorize the reliance of third parties on each of the Power of Attorney and Proxy. The Contributor acknowledges that the Operating Partnership has, and any designee or successor thereof acting as Attorney-in-Fact may have, an economic interest in the transactions contemplated by this Contribution Agreement.

Grant of Power of Attorney. The Contributor does hereby irrevocably appoint the Operating Partnership DERA (or its designee) and each of them individually and any successor thereof from time to time (DERA or such Operating Partnership or designee or any such successor of any of them acting in his, her or its capacity as attorney-in-fact pursuant hereto, the "Attorney-in-Fact") as the true and lawful attorney-in-fact and agent of the Contributor, to act in the name, place and stead of the Contributor to make, execute, acknowledge and deliver all such other contracts, orders, receipts, notices, requests, instructions, certificates, consents, letters and other writings (including, without limitation, the execution of any Closing Documents or other documents relating to the acquisition by the Operating Partnership of Contributor's Partnership Interest)writings, to provide information to the Securities and Exchange Commission and others about the transactions contemplated hereby and, in general, to do all things and to take all actions which the Attorney-in-Fact in its sole discretion may consider necessary or proper in connection with or to carry out the transactions contemplated by this Contribution AgreementAgreement and the other applicable Formation Transaction Documentation, as fully as could the Contributor if personally present and acting. Further, Contributor hereby grants to Attorney-in-Fact a proxy (the "Proxy") to vote Contributor's Partnership Interest on any matter related to the Formation Transactions presented to the partners The power of any of the Partnerships for a vote, including, but not limited to, the transfer of interests in any of the Partnerships by the other partners. Each of the Power of Attorney and Proxy attorney and all authority granted hereby (such power of attorney is hereinafter referred to as the "Power of Attorney") shall be coupled with an interest and therefore shall be irrevocable and shall not be terminated by any act of Contributorthe Contributor making such an appointment or granting such an authority, by operation of law or by the occurrence of any other event or events, and if any other such act or events shall occur before the completion of the transactions contemplated by this Contribution AgreementAgreement or the other applicable Formation Transaction Documentation, the Attorney-in-Fact shall nevertheless be authorized and directed to complete all such transactions as if such other act or events had not occurred and regardless of notice thereof. The Contributor agrees that, at the request of the Operating PartnershipDERA, it will promptly execute a separate power of attorney and proxy on the same terms set forth in this ARTICLE 6Article VI, such execution to be witnessed and notarized. The Contributor hereby authorizes the reliance of third parties on each of the Power of Attorney and Proxy. Contributor acknowledges that the Operating Partnership has, and any designee or successor thereof acting as Attorney-in-Fact may have, an economic interest in the transactions contemplated by this Contribution Agreement.

Grant of Power of Attorney. Contributor does The Contributors hereby irrevocably appoint the Operating Partnership (or its designee) and each of them individually and any successor thereof from time to time (such Operating Partnership or designee or any such successor of any of them acting in his, her or its capacity as attorney-in-fact pursuant hereto, the "“Attorney-in-Fact"”) as the true and lawful attorney-in-fact and agent of Contributoreach of the Contributors, to act in the name, place and stead of Contributor each of the Contributors to make, execute, acknowledge and deliver all such other deeds (including grant deeds if applicable), assignments, contracts, orders, receipts, notices, requests, instructions, certificates, consents, letters and other writings (including, including without limitation, limitation the execution of any Closing Documents or other documents relating to the acquisition by the Operating Partnership of either Contributor's ’s Partnership InterestInterests, the Contributed Assets, the Assumed Agreements or the Assumed Liabilities including, but not limited to, any registration rights agreements, partnership agreements, pledge agreements and any lock-up agreements), to provide information to the Securities and Exchange Commission and others about the transactions contemplated hereby and, in general, to do all things and to take all actions which the Attorney-in-Fact in its sole discretion may consider necessary or proper in connection with or to carry out the transactions contemplated by this Contribution Agreement, as fully as could the applicable Contributor if personally present and actingacting (the “Power of Attorney”), provided, that the Attorney-in-Fact may not take any such action on behalf of either Contributor unless such action is in accordance with the terms of this Agreement and the Attorney-in-Fact has given the applicable Contributor reasonable prior written notice (including by electronic means) for each action to be so taken by the Attorney-in-Fact. Further, each Contributor hereby grants to Attorney-in-Fact a proxy (the "“Proxy"”) to vote such Contributor's ’s Partnership Interest Interests on any matter related to the Formation Transactions presented to the partners of any of the Partnerships Partnerships’ partners for a vote, including, but not limited to, the transfer of interests in any of the Partnerships Partnership by the other partners. Each of the Power of Attorney and Proxy and all authority granted hereby shall be coupled with an interest and therefore shall be irrevocable and shall not be terminated by any act of Contributor, by operation of law or by the occurrence of any other event or eventsContributors, and if any other such act or events shall occur before the completion of the transactions contemplated by this Contribution Agreement, the Attorney-in-Fact shall nevertheless be authorized and directed to complete all such transactions as if such other act or events had not occurred and regardless of notice thereof. Contributor Each of the Contributors agrees that, at the request of the Operating Partnership, it will promptly execute and deliver to the Operating Partnership a separate power of attorney and proxy on the same terms set forth in this ARTICLE Article 6, such execution to be witnessed and notarized, and in recordable form (if necessary). Contributor The Contributors hereby authorizes authorize the reliance of third parties on each of the Power of Attorney and Proxy. Contributor acknowledges The Contributors acknowledge that the Operating Partnership has, and any designee or successor thereof acting as Attorney-in-Fact may have, an economic interest in the transactions contemplated by this Contribution Agreement.

Grant of Power of Attorney. The Contributor does hereby irrevocably appoint the Operating Partnership (or its designee) and each of them individually and any successor thereof from time to time (such Operating Partnership or designee or any such successor of any of them acting in his, her or its capacity as attorney-in-fact pursuant hereto, the "AttorneyATTORNEY-inIN-FactFACT") as the true and lawful attorney-in-fact and agent of the Contributor, to act in the name, place and stead of the Contributor to make, execute, acknowledge and deliver all such other contracts, orders, receipts, notices, requests, instructions, certificates, consents, letters and other writings (including, including without limitation, limitation the execution of any Closing Documents or other documents relating to the acquisition by the Operating Partnership of Contributor's Partnership the Interest), to provide information to the Securities and Exchange Commission and others about the transactions contemplated hereby and, in general, to do all things and to take all actions which the Attorney-in-Fact in its sole discretion may consider necessary or proper in connection with or to carry out the transactions contemplated by this Contribution Agreement, as fully as could the Contributor if personally present and acting. Further, the Contributor hereby grants to the Attorney-in-Fact a proxy (the "ProxyPROXY") to vote the Contributor's Partnership Interest on any matter related to the Formation Transactions contemplated hereby or to the ML Loan presented to the partners of any of the Partnerships Partnership for a vote, including, but not limited to, the transfer of interests in any of the Partnerships Partnership by the other partners. Each of the Power of Attorney and Proxy and all authority granted hereby shall be coupled with an interest and therefore shall be irrevocable and shall not be terminated by any act of the Contributor, by operation of law or by the occurrence of any other event or events, and if any other such act or events shall occur before the completion of the transactions contemplated by this Contribution Agreement, the Attorney-in-Fact shall nevertheless be authorized and directed to complete all such transactions as if such other act or events had not occurred and regardless of notice thereof. The Contributor agrees that, at the request of the Operating Partnership, it will promptly execute a separate power of attorney and proxy on the same terms set forth in this ARTICLE 65, such execution to be witnessed and notarized. The Contributor hereby authorizes the reliance of third parties on each of the Power of Attorney and Proxy. The Contributor acknowledges that the Operating Partnership has, and any designee or successor thereof acting as Attorney-in-Fact may have, an economic interest in the transactions contemplated by this Contribution Agreement.

Grant of Power of Attorney. The Contributor does hereby irrevocably appoint appoints the Operating Partnership (or its designee) and each of them individually and any successor thereof from time to time (such Operating Partnership or designee or any such successor of any of them acting in his, her or its capacity as attorney-in-fact pursuant hereto, the "“Attorney-in-Fact"”) as the true and lawful attorney-in-fact and agent of each the Contributor, to act in the name, place and stead of the Contributor to make, execute, acknowledge and deliver all such other deeds (including grant deeds if applicable), assignments, contracts, orders, receipts, notices, requests, instructions, certificates, consents, letters and other writings (including, including without limitation, limitation the execution of any Closing Documents or other documents relating to the acquisition by the Operating Partnership of Contributor's the Partnership InterestInterests, the Contributed Assets, the Assumed Agreements or the Assumed Liabilities including, but not limited to, any registration rights agreements, partnership agreements, pledge agreements and any lock-up agreements), to provide information to the Securities and Exchange Commission and others about the transactions contemplated hereby and, in general, to do all things and to take all actions which the Attorney-in-Fact in its sole discretion may consider necessary or proper in connection with or to carry out the transactions contemplated by this Contribution Agreement, as fully as could the Contributor if personally present and actingacting (the “Power of Attorney”), provided, that the Attorney-in-Fact may not take any such action on behalf of the Contributor unless such action is in accordance with the terms of this Agreement and the Attorney-in-Fact has given the Contributor reasonable prior written notice (including by electronic means) to Xxxxxx Xxxxxx of Farallon Capital Management, L.L.C. and to Xxxxx Xxxxxx (counsel to the Contributor) for each action to be so taken by the Attorney-in-Fact. Further, the Contributor hereby grants to Attorney-in-Fact a proxy (the "“Proxy"”) to vote Contributor's the Partnership Interest Interests on any matter related to the Formation Transactions presented to the Partnership partners of any of the Partnerships for a vote, including, but not limited to, the transfer of interests in any of the Partnerships Partnership by the other partners. Each of the Power of Attorney and Proxy and all authority granted hereby shall be coupled with an interest and therefore shall be irrevocable and shall not be terminated by any act of the Contributor, by operation of law or by the occurrence of any other event or events, and if any other such act or events shall occur before the completion of the transactions contemplated by this Contribution Agreement, the Attorney-in-Fact shall nevertheless be authorized and directed to complete all such transactions as if such other act or events had not occurred and regardless of notice thereof. The Contributor agrees that, at the request of the Operating Partnership, it will promptly execute and deliver to the Operating Partnership a separate power of attorney and proxy on the same terms set forth in this ARTICLE Article 6, such execution to be witnessed and notarized, and in recordable form (if necessary). The Contributor hereby authorizes the reliance of third parties on each of the Power of Attorney and Proxy. The Contributor acknowledges that the Operating Partnership has, and any designee or successor thereof acting as Attorney-in-Fact may have, an economic interest in the transactions contemplated by this Contribution Agreement.

Grant of Power of Attorney. (a) Each Contributor does hereby irrevocably appoint appoints the Operating Partnership (or its designee) and each of them individually and any successor thereof from time to time (such the Operating Partnership or such designee or any such successor of any of them acting in his, her or its capacity as attorney-in-fact pursuant hereto, the "“Attorney-in-Fact"”) as the true and lawful attorney-in-fact and agent of such Contributor, to act in the name, place and stead of such Contributor to make, execute, acknowledge and deliver all such other contracts, orders, receipts, notices, requests, instructions, certificates, consents, letters the Contribution and other writings (including, without limitationAssumption Agreement, the execution of any Closing Documents or other documents relating to Registration Rights Agreement and the acquisition by the Operating Partnership of Contributor's Partnership Interest)Lock-up Agreement, to provide information to the Securities and Exchange Commission (the “SEC”) and others about the transactions contemplated hereby and, in general, to do all things and to take all actions which the Attorney-in-Fact in its sole and absolute discretion may consider necessary or proper in connection with or to carry out the transactions contemplated by this Contribution Agreement, consistent with the terms of this Agreement, as fully as could the applicable Contributor if personally present and actingacting (the “Power of Attorney”); it being understood that nothing in this Section 5.2(a) shall be deemed to grant the Attorney-in-Fact with the power and authority to execute, acknowledge and deliver any registration statements on behalf of any of the Contributors to be filed with the SEC, or, in connection with such Attorney-in-Fact’s providing information to the SEC and others or otherwise making any representation or warranty on behalf of Contributor as to the information so provided. Further, each Contributor hereby grants to the Attorney-in-Fact a proxy (the "“Proxy"”) to vote such Contributor's Partnership Interest ’s Company Interests on any matter related to the Formation Transactions that is presented to the partners of any of the Partnerships Participating Companies’ partners, members or shareholders for a vote, including, but not limited to, including with respect to the transfer of interests in any of the Partnerships Participating Company by the other partners. Each of the Power of Attorney and Proxy and all authority granted hereby shall be coupled with an interest and therefore shall be irrevocable and shall not be terminated by any act of Contributor, by operation of law members or by the occurrence of any other event or eventsshareholders, and if any other such act or events shall occur before the completion of the transactions contemplated by this Contribution Agreement, the Attorney-in-Fact shall nevertheless be authorized and directed to complete provided all such transactions as if such other act or events had not occurred and regardless of notice thereof. Contributor agrees that, at the request of the Operating Partnership, it will promptly execute a separate power of attorney and proxy on the same terms set forth in this ARTICLE 6, such execution matters to be witnessed and notarized. Contributor hereby authorizes approved by such vote are consistent with the reliance terms of third parties on each of the Power of Attorney and Proxy. Contributor acknowledges that the Operating Partnership has, and any designee or successor thereof acting as Attorney-in-Fact may have, an economic interest in the transactions contemplated by this Contribution Agreement.

Grant of Power of Attorney. The Contributor does hereby irrevocably appoint the Operating Partnership (or its designee) and each of them individually and any successor thereof from time to time (such Operating Partnership or designee or any such successor of any of them acting in his, her or its capacity as attorney-in-fact pursuant hereto, the "AttorneyATTORNEY-inIN-FactFACT") as the true and lawful attorney-in-fact and agent of the Contributor, to act in the name, place and stead of the Contributor to make, execute, acknowledge and deliver all such other contracts, orders, receipts, notices, requests, instructions, certificates, consents, letters and other writings (including, including without limitation, limitation the execution of any Closing Documents or other documents relating to the acquisition by the Operating Partnership of Contributor's Partnership the Interest), to provide information to the Securities and Exchange Commission and others about the transactions contemplated hereby and, in general, to do all things and to take all actions which the Attorney-in-Fact in its sole discretion may consider necessary or proper in connection with or to carry out the transactions contemplated by this Contribution Agreement, as fully as could the Contributor if personally present and acting. Further, the Contributor hereby grants to the Attorney-in-Fact a proxy (the "ProxyPROXY") to vote the Contributor's Partnership Interest on any matter related to the Formation Transactions presented to the partners of any of the Partnerships for a vote, including, but not limited to, the transfer of interests in any of the Partnerships by the other partners. Each of the Power of Attorney and Proxy and all authority granted hereby shall be coupled with an interest and therefore shall be irrevocable and shall not be terminated by any act of the Contributor, by operation of law or by the occurrence of any other event or events, and if any other such act or events shall occur before the completion of the transactions contemplated by this Contribution Agreement, the Attorney-in-Fact shall nevertheless be authorized and directed to complete all such transactions as if such other act or events had not occurred and regardless of notice thereof. The Contributor agrees that, at the request of the Operating Partnership, it will promptly execute a separate power of attorney and proxy on the same terms set forth in this ARTICLE 65, such execution to be witnessed and notarized. The Contributor hereby authorizes the reliance of third parties on each of the Power of Attorney and Proxy. The Contributor acknowledges that the Operating Partnership has, and any designee or successor thereof acting as Attorney-in-Fact may have, an economic interest in the transactions contemplated by this Contribution Agreement.

Grant of Power of Attorney. (a) The Contributor does hereby irrevocably appoint appoints the Operating Partnership (or its designee) and each of them individually and any successor thereof from time to time (such Operating Partnership or designee or any such successor of any of them acting in his, her or its capacity as attorney-in-fact pursuant hereto, the "“Attorney-inIn-Fact"”) as the true and lawful attorney-in-fact and agent of Contributoreach of the Contributor and the Contributed Companies, to act in the name, place and stead of each of the Contributor to make, execute, acknowledge and deliver all such other contracts, orders, receipts, notices, requests, instructions, certificates, consents, letters and other writings (including, without limitation, the execution of any Closing Documents or other documents relating to the acquisition by the Operating Partnership of Contributor's Partnership Interest), Contributed Companies to provide information to the Securities and Exchange Commission and others about the transactions contemplated hereby and(the “Power of Attorney”), in generalprovided, to do all things and to take all actions which that the Attorney-in-Fact may not take any such action on behalf of the Contributor unless such action is in its sole discretion may consider necessary or proper in connection accordance with or to carry out the transactions contemplated by terms of this Contribution Agreement, as fully as could Contributor if personally present including, without limitation, Section 4.1, and acting. Further, Contributor hereby grants to the Attorney-in-Fact a proxy (has given the "Proxy") Contributor reasonable prior written notice for each action to vote Contributor's Partnership Interest on any matter related to the Formation Transactions presented to the partners of any of the Partnerships for a vote, including, but not limited to, the transfer of interests in any of the Partnerships be so taken by the other partnersAttorney-in-Fact. Each of the The Power of Attorney and Proxy and all authority granted hereby shall be coupled with an interest and therefore shall be irrevocable and shall not be terminated by any act of the Contributor, by operation of law or by the occurrence of any other event or events, and if any other such act or events shall occur before the completion of the transactions contemplated by this Contribution Agreement, the Attorney-in-Fact shall nevertheless be authorized and directed to complete all such transactions as if such other act or events had not occurred and regardless of notice thereof. The Contributor hereby agrees that, at the request of the Operating Partnership, it will promptly execute and deliver to the Operating Partnership a separate power of attorney and proxy on the same terms set forth in this ARTICLE 6Article 5, such execution to be witnessed and notarized, and in recordable form (if necessary). The Contributor hereby authorizes the reliance of third parties on each of the Power of Attorney and Proxy. Contributor acknowledges that the Operating Partnership has, and any designee or successor thereof acting as Attorney-in-Fact may have, an economic interest in the transactions contemplated by this Contribution Agreement.

Grant of Power of Attorney. Contributor does hereby irrevocably appoint the Operating Partnership (or its designee) and each of them individually and any successor thereof from time to time (such Operating Partnership or designee or any such successor of any of them acting in his, her or its capacity as attorney-in-fact pursuant hereto, the "AttorneyATTORNEY-in-FactIN FACT") as the true and lawful attorney-in-fact and agent of Contributor, to act in the name, place and stead of Contributor to make, execute, acknowledge and deliver all such other contracts, orders, receipts, notices, requests, instructions, certificates, consents, letters and other writings (including, including without limitation, limitation the execution of any Closing Documents or other documents relating to the acquisition by the Operating Partnership of Contributor's Partnership Interest), to provide information to the Securities and Exchange Commission and others about the transactions contemplated hereby and, in general, to do all things and to take all actions which the Attorney-in-Fact in its sole discretion may consider necessary or proper in connection with or to carry out the transactions contemplated by this Contribution Agreement, as fully as could Contributor if personally present and acting. Further, Contributor hereby grants to Attorney-in-Fact a proxy (the "ProxyPROXY") to vote Contributor's Partnership Interest on any matter related to the Formation Transactions presented to the Partnership's partners of any of the Partnerships for a vote, including, but not limited to, the transfer of interests in any of the Partnerships Partnership by the other partners. Each of the Power of Attorney and Proxy and all authority granted hereby shall be coupled with an interest and therefore shall be irrevocable and shall not be terminated by any act of Contributor, by operation of law or by the occurrence of any other event or events, and if any other such act or events shall occur before the completion of the transactions contemplated by this Contribution Agreement, the Attorney-in-Fact shall nevertheless be authorized and directed to complete all such transactions as if such other act or events had not occurred and regardless of notice thereof. Contributor agrees that, at the request of the Operating Partnership, Partnership it will promptly execute a separate power of attorney and proxy on the same terms set forth in this ARTICLE 6, such execution to be witnessed and notarized. Contributor hereby authorizes the reliance of third parties on each of the Power of Attorney and Proxy. Contributor acknowledges that the Operating Partnership has, and any designee or successor thereof acting as Attorney-in-Fact may have, an economic interest in the transactions contemplated by this Contribution Agreement.

Grant of Power of Attorney. Each Contributor does hereby irrevocably appoint appoints the Operating Partnership (or its designee) and each of them individually and any successor thereof from time to time (such Operating Partnership or designee or any such successor of any of them acting in his, her or its capacity as attorney-in-fact pursuant hereto, the "“Attorney-inIn-Fact"”) as the true and lawful attorney-in-fact and agent of such Contributor, to act in the name, place and stead of such Contributor to make, execute, acknowledge and deliver all such other deeds (including grant deeds if applicable), assignments, contracts, orders, receipts, notices, requests, instructions, certificates, consents, letters and other writings (including, including without limitation, limitation the execution of any Closing Documents or other documents relating to the acquisition by the Operating Partnership of the Contributor's Partnership Interest’s Property Interests, the Contributed Assets, the Assumed Agreements or the Assumed Liabilities including, but not limited to, any registration rights agreements and any lock-up agreements), to provide information to the Securities and Exchange Commission and others about the transactions contemplated hereby and, in general, to do all things and to take all actions which the Attorney-in-Fact in its sole discretion may consider necessary or proper in connection with or to carry out the transactions contemplated by this Contribution Agreement, as fully as could such Contributor if personally present and acting. Further, Contributor hereby grants to Attorney-in-Fact a proxy acting (the "Proxy") to vote Contributor's Partnership Interest on any matter related to “Power of Attorney”). Concurrently with the Formation Transactions presented to the partners execution of any of the Partnerships for this Agreement, each Contributor shall provide a vote, including, but not limited to, the transfer of interests in any of the Partnerships by the other partners. Each of the Power of Attorney fully executed and Proxy duly acknowledged in the form attached hereto as Exhibit G, which may be recorded by the Operating Partnership only in the official records of San Francisco County (with respect to SF Wave and eXchange) or Santa Xxxxx County (with respect to SC Wave), and only if and when necessary for the Operating Partnership to record a document in such county in accordance with this Agreement. The Power of Attorney and all authority granted hereby shall be coupled with an interest and therefore shall be irrevocable and shall not be terminated by any act of the Contributor, by operation of law or by the occurrence of any other event or events, and if any other such act or events shall occur before the completion of the transactions contemplated by this Contribution Agreement, the Attorney-in-Fact shall nevertheless be authorized and directed to complete all such transactions as if such other act or events had not occurred and regardless of notice thereof. Each Contributor agrees that, at the request of the Operating Partnership, Partnership it will promptly execute and deliver to the Operating Partnership a separate power of attorney and proxy on the same terms set forth in this ARTICLE Article 6, such execution to be witnessed and notarized, and in recordable form (if necessary). Each Contributor hereby authorizes the reliance of third parties on each of the Power of Attorney and ProxyAttorney. Each Contributor acknowledges that the Operating Partnership has, and any designee or successor thereof acting as Attorney-in-Fact may have, an economic interest in the transactions contemplated by this Contribution Agreement.

Grant of Power of Attorney. The Contributor does hereby irrevocably appoint the Operating Partnership (or its designee) and each of them individually and any successor thereof from time to time (such Operating Partnership or designee or any such successor of any of them acting in his, her or its capacity as attorney-in-fact pursuant hereto, the "AttorneyATTORNEY-inIN-FactFACT") as the true and lawful attorney-in-fact and agent of the Contributor, to act in the name, place and stead of the Contributor to make, execute, acknowledge and deliver all such other contracts, orders, receipts, notices, requests, instructions, certificates, consents, letters and other writings (including, including without limitation, limitation the execution of any Closing Documents or other documents relating to the acquisition by the Operating Partnership of Contributor's Partnership the Interest), to provide information to the Securities and Exchange Commission and others about the transactions contemplated hereby and, in general, to do all things and to take all actions which the Attorney-in-in- Fact in its sole discretion may consider necessary or proper in connection with or to carry out the transactions contemplated by this Contribution Agreement, as fully as could the Contributor if personally present and acting. Further, the Contributor hereby grants to the Attorney-in-Fact a proxy (the "ProxyPROXY") to vote the Contributor's Partnership Interest on any matter related to the Formation Transactions contemplated hereby or to the ML Loan presented to the partners of any of the Partnerships Partnership for a vote, including, but not limited to, the transfer of interests in any of the Partnerships Partnership by the other partners. Each of the Power of Attorney and Proxy and all authority granted hereby shall be coupled with an interest and therefore shall be irrevocable and shall not be terminated by any act of the Contributor, by operation of law or by the occurrence of any other event or events, and if any other such act or events shall occur before the completion of the transactions contemplated by this Contribution Agreement, the Attorney-in-Fact shall nevertheless be authorized and directed to complete all such transactions as if such other act or events had not occurred and regardless of notice thereof. The Contributor agrees that, at the request of the Operating Partnership, it will promptly execute a separate power of attorney and proxy on the same terms set forth in this ARTICLE 65, such execution to be witnessed and notarized. The Contributor hereby authorizes the reliance of third parties on each of the Power of Attorney and Proxy. The Contributor acknowledges that the Operating Partnership has, and any designee or successor thereof acting as Attorney-in-Fact may have, an economic interest in the transactions contemplated by this Contribution Agreement.

Grant of Power of Attorney. Contributor does The Contributors hereby irrevocably appoint the Operating Partnership (or its designee) and each of them individually and any successor thereof from time to time (such Operating Partnership or designee or any such successor of any of them acting in his, her or its capacity as attorney-in-fact pursuant hereto, the "“Attorney-in-Fact"”) as the true and lawful attorney-in-fact and agent of Contributoreach of the Contributors, to act in the name, place and stead of Contributor each of the Contributors to make, execute, acknowledge and deliver all such other deeds (including grant deeds if applicable), assignments, contracts, orders, receipts, notices, requests, instructions, certificates, consents, letters and other writings (including, including without limitation, limitation the execution of any Closing Documents or other documents relating to the acquisition by the Operating Partnership of any Contributor's ’s Partnership InterestInterests, the Contributed Assets, the Assumed Agreements or the Assumed Liabilities including, but not limited to, any registration rights agreements, partnership agreements, pledge agreements and any lock-up agreements), to provide information to the Securities and Exchange Commission and others about the transactions contemplated hereby and, in general, to do all things and to take all actions which the Attorney-in-Fact in its sole discretion may consider necessary or proper in connection with or to carry out the transactions contemplated by this Contribution Agreement, as fully as could the applicable Contributor if personally present and actingacting (the “Power of Attorney”), provided, that the Attorney-in-Fact may not take any such action on behalf of any Contributor unless such action is in accordance with the terms of this Agreement and the Attorney-in-Fact has given the applicable Contributor reasonable prior written notice (including by electronic means) to Dxxxxx Xxxxxx of Farallon Capital Management, L.L.C. and Sxxxx Xxxxxxx of Rxxxxxxx, Xxxxx & Oxxx LLP for each action to be so taken by the Attorney-in-Fact. Further, each Contributor hereby grants to the Attorney-in-Fact a proxy (the "“Proxy"”) to vote such Contributor's ’s Partnership Interest Interests on any matter related to the Formation Transactions presented to the partners of any of the Partnerships Partnerships’ partners for a vote, including, but not limited to, the transfer of interests in any of the Partnerships Partnership by the other partners. Each of the Power of Attorney and Proxy and all authority granted hereby shall be coupled with an interest and therefore shall be irrevocable and shall not be terminated by any act of Contributor, by operation of law or by the occurrence of any other event or eventsContributors, and if any other such act or events shall occur before the completion of the transactions contemplated by this Contribution Agreement, the Attorney-in-Fact shall nevertheless be authorized and directed to complete all such transactions as if such other act or events had not occurred and regardless of notice thereof. Contributor Each of the Contributors agrees that, at the request of the Operating Partnership, it will promptly execute and deliver to the Operating Partnership a separate power of attorney and proxy on the same terms set forth in this ARTICLE Article 6, such execution to be witnessed and notarized, and in recordable form (if necessary). Contributor The Contributors hereby authorizes authorize the reliance of third parties on each of the Power of Attorney and Proxy. Contributor acknowledges The Contributors acknowledge that the Operating Partnership has, and any designee or successor thereof acting as Attorney-in-Fact may have, an economic interest in the transactions contemplated by this Contribution Agreement.

Grant of Power of Attorney. The Contributor does hereby irrevocably appoint the Operating Partnership (or its designee) and each of them individually and any successor thereof from time to time (such Operating Partnership or designee or any such successor of any of them acting in his, her or its capacity as attorney-in-fact pursuant hereto, the "AttorneyATTORNEY-inIN-FactFACT") as the true and lawful attorney-in-fact and agent of the Contributor, to act in the name, place and stead of the Contributor to make, execute, acknowledge and deliver all such other contracts, orders, receipts, notices, requests, instructions, certificates, consents, letters and other writings (including, including without limitation, limitation the execution of any Closing Documents or other documents relating to the acquisition by the Operating Partnership of Contributor's Partnership Interestthe Interests), to provide information to the Securities and Exchange Commission and others about the transactions contemplated hereby and, in general, to do all things and to take all actions which the Attorney-in-Fact in its sole discretion may consider necessary or proper in connection with or to carry out the transactions contemplated by this Contribution Agreement, as fully as could Contributor if personally present and acting. Further, Contributor hereby grants to Attorney-in-Fact a proxy (the "Proxy") to vote Contributor's Partnership Interest on any matter related to the Formation Transactions presented to the partners of any of the Partnerships for a vote, including, but not limited to, the transfer of interests in any of the Partnerships by the other partners. Each of the Power of Attorney and Proxy and all authority granted hereby shall be coupled with an interest and therefore shall be irrevocable and shall not be terminated by any act of the Contributor, by operation of law or by the occurrence of any other event or events, and if any other such act or events shall occur before the completion of the transactions contemplated by this Contribution Agreement, the Attorney-in-Fact shall nevertheless be authorized and directed to complete all such transactions as if such other act or events had not occurred and regardless of notice thereof. The Contributor agrees that, at the request of the Operating Partnership, it will promptly execute a separate power of attorney and proxy on the same terms set forth in this ARTICLE 65, such execution to be witnessed and notarized. The Contributor hereby authorizes the reliance of third parties on each of the Power of Attorney and Proxy. The Contributor acknowledges that the Operating Partnership has, and any designee or successor thereof acting as Attorney-in-Fact may have, an economic interest in the transactions contemplated by this Contribution Agreement.

Grant of Power of Attorney. Contributor does hereby irrevocably appoint the Operating Partnership (or its designee) and each of them individually and any successor thereof from time to time (such Operating Partnership or designee or any such successor of any of them acting in his, her or its capacity as attorney-in-fact pursuant hereto, the "AttorneyATTORNEY-in-FactIN FACT") as the true and lawful attorney-in-fact and agent of Contributor, to act in the name, place and stead of Contributor to make, execute, acknowledge and deliver all such other contracts, orders, receipts, notices, requests, instructions, certificates, consents, letters and other writings (including, including without limitation, limitation the execution of any Closing Documents or other documents relating to the acquisition by the Operating Partnership of Contributor's Partnership Interest), to provide information to the Securities and Exchange Commission and others about the transactions contemplated hereby and, in general, to do all things and to take all actions which the Attorney-in-Fact in its sole discretion may consider necessary or proper in connection with or to carry out the transactions contemplated by this Contribution Agreement, as fully as could Contributor if personally present and acting. Further, Contributor hereby grants to Attorney-in-Fact a proxy (the "ProxyPROXY") to vote Contributor's Partnership Interest on any matter related to the Formation Transactions presented to the partners of any of the Partnerships for a vote, including, but not limited to, the transfer of interests in any of the Partnerships Partnership by the other partners. Each of the Power of Attorney and Proxy and all authority granted hereby shall be coupled with an interest and therefore shall be irrevocable and shall not be terminated by any act of Contributor, by operation of law or by the occurrence of any other event or events, and if any other such act or events shall occur before the completion of the transactions contemplated by this Contribution Agreement, the Attorney-in-Fact shall nevertheless be authorized and directed to complete all such transactions as if such other act or events had not occurred and regardless of notice thereof. Contributor agrees that, at the request of the Operating Partnership, Partnership it will promptly execute a separate power of attorney and proxy on the same terms set forth in this ARTICLE 6, such execution to be witnessed and notarized. Contributor hereby authorizes the reliance of third parties on each of the Power of Attorney and Proxy. Contributor acknowledges that the Operating Partnership has, and any designee or successor thereof acting as Attorney-in-Fact may have, an economic interest in the transactions contemplated by this Contribution Agreement.

Grant of Power of Attorney. The Contributor does hereby irrevocably appoint appoints the Operating Partnership (or its designee) and each of them individually and any successor thereof from time to time (such Operating Partnership or designee or any such successor of any of them acting in his, her or its capacity as attorney-in-fact pursuant hereto, the "“Attorney-inIn-Fact"”) as the true and lawful attorney-in-fact and agent of Contributoreach of the Contributor and the Limited Liability Company, to act in the name, place and stead of each of the Contributor to make, execute, acknowledge and deliver all such other contracts, orders, receipts, notices, requests, instructions, certificates, consents, letters and other writings (including, without limitation, the execution of any Closing Documents or other documents relating to the acquisition by the Operating Partnership of Contributor's Partnership Interest), Limited Liability Company to provide information to the Securities and Exchange Commission and others about the transactions contemplated hereby and(the “Power of Attorney”), in generalprovided, to do all things and to take all actions which that the Attorney-in-Fact may not take any such action on behalf of the Contributor unless such action is in its sole discretion may consider necessary or proper in connection accordance with or to carry out the transactions contemplated by terms of this Contribution Agreement, as fully as could Contributor if personally present including, without limitation, Section 5.1, and acting. Further, Contributor hereby grants to the Attorney-in-Fact a proxy (has given the "Proxy") Contributor reasonable prior written notice for each action to vote Contributor's Partnership Interest on any matter related to the Formation Transactions presented to the partners of any of the Partnerships for a vote, including, but not limited to, the transfer of interests in any of the Partnerships be so taken by the other partnersAttorney-in-Fact. Each of the The Power of Attorney and Proxy and all authority granted hereby shall be coupled with an interest and therefore shall be irrevocable and shall not be terminated by any act of the Contributor, by operation of law or by the occurrence of any other event or events, and if any other such act or events shall occur before the completion of the transactions contemplated by this Contribution Agreement, the Attorney-in-Fact shall nevertheless be authorized and directed to complete all such transactions as if such other act or events had not occurred and regardless of notice thereof. The Contributor hereby agrees that, at the request of the Operating Partnership, it will promptly execute and deliver to the Operating Partnership a separate power of attorney and proxy on the same terms set forth in this ARTICLE Article 6, such execution to be witnessed and notarized, and in recordable form (if necessary). The Contributor hereby authorizes the reliance of third parties on each of the Power of Attorney and ProxyAttorney. The Contributor acknowledges that the Operating Partnership has, and any designee or successor thereof acting as Attorney-in-Fact may have, an economic interest in the transactions contemplated by this Contribution Agreement. The Operating Partnership hereby acknowledges that any information provided as Attorney-in-Fact pursuant to this Section 6.2 shall be subject to the provisions of Section 3.4.

Grant of Power of Attorney. The Contributor does hereby irrevocably appoint the Operating Partnership (or its designee) and each of them individually and any successor thereof from time to time (such Operating Partnership or designee or any such successor of any of them acting in his, her or its capacity as attorney-in-fact pursuant hereto, the "AttorneyATTORNEY-inIN-FactFACT") as the true and lawful attorney-in-fact and agent of the Contributor, to act in the name, place and stead of the Contributor to make, execute, acknowledge and deliver all such other contracts, orders, receipts, notices, requests, instructions, certificates, consents, letters and other writings (including, including without limitation, limitation the execution of any Closing Documents or other documents relating to the acquisition by the Operating Partnership of Contributor's Partnership the Interest), to provide information to the Securities and Exchange Commission and others about the transactions contemplated hereby and, in general, to do all things and to take all actions which the Attorney-in-Fact in its sole discretion may consider necessary or proper in connection with or to carry out the transactions contemplated by this Contribution Agreement, as fully as could the Contributor if personally present and acting. Further, the Contributor hereby grants to the Attorney-in-Fact a proxy (the "ProxyPROXY") to vote the Contributor's Partnership Interest on any matter related to the Formation Transactions contemplated hereby or to the ML Loan presented to the partners of any of the Partnerships Partnership for a vote, including, but not limited to, the transfer of interests in any of the Partnerships Partnership by the other partners. Each of the Power of Attorney and Proxy and all authority granted hereby shall be coupled with an interest and therefore shall be irrevocable and shall not be terminated by any act of the Contributor, by operation of law or by the occurrence of any other event or events, and if any other such act or events shall occur before the completion of the transactions contemplated by this Contribution Agreement, the Attorney-in-Fact shall nevertheless be authorized and directed to complete all such transactions as if such other act or events had not occurred and regardless of notice thereof. The Contributor agrees that, at the request of the Operating Partnership, it will promptly execute a separate power of attorney and proxy on the same terms set forth in this ARTICLE 6, such execution to be witnessed and notarized. The Contributor hereby authorizes the reliance of third parties on each of the Power of Attorney and Proxy. Contributor acknowledges that the Operating Partnership has, and any designee or successor thereof acting as Attorney-in-Fact may have, an economic interest in the transactions contemplated by this Contribution Agreement.