Common use of Registration Clause in Contracts

Registration. Subject to the terms of any agreement between the General Partner and one or more Limited Partners with respect to Partnership Units held by them: (a) Shelf Registration of the Common Stock. Within two weeks prior or subsequent to the first date upon which the Partnership Units owned by any Limited Partner may be redeemed (or such later date as may be permitted under applicable provisions of the Securities Act), the General Partner agrees to file with the Commission a shelf registration statement on Form S-3 (if the General Partner is eligible to use such form) under Rule 415 of the Securities Act (a "Registration Statement") or any similar rule that may be adopted by the Commission, with respect to all of the REIT Shares that may be issued upon redemption of such Partnership Units pursuant to Section 8.05 hereof ("Redemption Shares"). The General Partner will use its best efforts to have the Registration Statement declared effective under the Securities Act. The General Partner need not file a separate Registration Statement, but may file one Registration Statement covering Redemption Shares issuable to more than one Limited Partner. The General Partner further agrees to supplement or make amendments to each Registration Statement, if required by the rules, regulations or instructions applicable to the registration form utilized by the General Partner or by the Securities Act or rules and regulations thereunder for such Registration Statement. (b) If a Registration Statement under subsection (a) above is not available under the securities laws or the rules of the Commission, or if required to permit the resale of Redemption Shares by "Affiliates" (as defined in the Securities Act), upon the written request of any Limited Partner holding at least 20,000 Partnership Units, the General Partner agrees to file with the Commission a Registration Statement covering the resale of Redemption Shares by Affiliates or others whose Redemption Shares are not covered by a Registration Statement filed pursuant to subsection (a) above, provided that the General Partner is furnished all information with respect to holders of Redemption Shares required to complete such Registration Statement and have it declared effective by the Commission. The General Partner will use its best efforts to have the Registration Statement declared effective under the Securities Act. The General Partner need not file a separate Registration Statement, but may file one Registration Statement covering Redemption Shares issuable to more than one Limited Partner. The General Partner further agrees to supplement or make amendments to each Registration Statement, if required by the rules, regulations or instructions applicable to the registration form utilized by the General Partner or by the Securities Act or rules and regulations thereunder for such Registration Statement.

Registration. Subject to the terms of any agreement between the General Partner and one or more Limited Partners with respect to Partnership Units held by them: (a) Shelf Registration of the Common Stock. Within two weeks On or prior or subsequent to the first date upon which the Partnership Units owned by any Limited Partner may be redeemed (or such later date as may be permitted under applicable provisions of the Securities Act)Filing Date, the General Partner agrees to file with the Commission a shelf registration statement on Form S-3 (if the General Partner is eligible to use such form) under Rule 415 of the Securities Act (a "Registration Statement") or any similar rule that may be adopted by the Commission, with respect to all of the REIT Shares that may be issued upon redemption of such Partnership Units pursuant to Section 8.05 hereof ("Redemption Shares"). The General Partner will use its best efforts to have the Registration Statement declared effective under the Securities Act. The General Partner need not file a separate Registration Statement, but may file one Registration Statement covering Redemption Shares issuable to more than one Limited Partner. The General Partner further agrees to supplement or make amendments to each Registration Statement, if required by the rules, regulations or instructions applicable to the registration form utilized by the General Partner or by the Securities Act or rules Company shall prepare and regulations thereunder for such Registration Statement. (b) If a Registration Statement under subsection (a) above is not available under the securities laws or the rules of the Commission, or if required to permit the resale of Redemption Shares by "Affiliates" (as defined in the Securities Act), upon the written request of any Limited Partner holding at least 20,000 Partnership Units, the General Partner agrees to file with the Commission a Registration Statement covering the resale of Redemption Shares by Affiliates or others whose Redemption Shares are not covered by Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Company shall use good faith efforts to include the Registrable Securities in the Company’s Registration Statement on Form S-1 as filed pursuant to subsection (a) abovewith the Commission on July 25, provided that 2007. If such inclusion is not permitted by the General Partner selling security holders thereunder, or is furnished all information with respect to holders of Redemption Shares required to complete otherwise impractical, then the Registrable Securities shall be included in the Company’s next succeeding registration statement. The Registration Statement shall be on Form S-1 or SB-2. The Company shall cause such Registration Statement to become effective and have it declared remain effective by the Commissionas provided herein. The General Partner will Company shall use its best reasonable commercial efforts to have the cause such Registration Statement to be declared effective under the Securities ActAct as promptly as possible after the filing thereof, but in any event no later than the Effectiveness Date. The General Partner need not file Company shall use its reasonable commercial efforts to keep such Registration Statement continuously effective under the Securities Act until the date which is the earlier date of when (i) all Registrable Securities have been sold or (ii) all Registrable Securities may be sold immediately without registration under the Securities Act and without volume restrictions pursuant to Rule 144(k), as determined by the counsel to the Company pursuant to a separate written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders (the “Effectiveness Period”). Notwithstanding anything contained herein to the contrary, in the event that the Commission limits the amount of Registrable Securities that may be sold by selling security holders in a particular Registration Statement, but or the Commission takes the position that the all or a portion of the Registrable Securities cannot be registered, the Company may file one exclude from such registration statement the minimum number of Registrable Securities on behalf of the Lender as is necessary to comply with such limitation by the Commission. In such event the Company shall give the Lender prompt notice of the number of the Registrable Securities so excluded. Further, and in addition to the foregoing, the Company will not be liable for payment of any damages or penalties for any delay in registration of the Registrable Securities in the event that such delay is due to the fact that the SEC has limited the amount of Registrable Securities that may be included and sold by selling security holders in the Registration Statement covering Redemption Shares issuable pursuant to more than one Limited Partner. The General Partner further agrees to supplement or make amendments to each Registration Statement, if required by Rule 415 promulgated under the rules, regulations or instructions applicable to the registration form utilized by the General Partner or by the Securities 1933 Act or rules and regulations thereunder for such Registration Statementany other basis.

Registration. Subject The Company will keep, at the office or agency maintained by the Company for such purpose, a register or registers in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of, and registration of transfer and exchange of, Preference Warrants as provided in this Article. Each person designated by the Company from time to time as a person authorized to register the transfer and exchange of the Preference Warrants is hereinafter called, individually and collectively, the "Preference Registrar." The Company hereby initially appoints the Preference Warrant Agent as Preference Registrar. Upon written notice to the terms Preference Warrant Agent and any acting Preference Registrar, the Company may appoint a successor Preference Registrar for such purposes. In connection with the separate units offering being conducted simultaneously, the Company is issuing a number of any agreement Warrants. The Company agrees to keep separate registers for the Warrants and the Preference Warrants. The Company may utilize the same entity as Registrar for the Warrants and for the Preference Warrants. The Preference Warrant Agent is also the warrant agent for the Warrants being issued by the Company in the Units Offering. The functions and obligations of the Registrar and of the Preference Registrar are virtually identical. Likewise, the functions and obligations of the Preference Warrant Agent and of the Warrant Agent are virtually identical. In each case, this Agreement relates only to the relationship between the General Partner Company and one or more Limited Partners with respect to Partnership Units held by them: (a) Shelf Registration the Preference Warrants Agent and Preference Registrar. The relationship between the Company and the Warrant Agent and Registrar of the Common StockUnits is covered by a separate warrant agreement which is dated as of the date hereof. Within two weeks prior or subsequent to the first date upon The Company will at all times designate one person (which the Partnership Units owned by any Limited Partner may be redeemed (or such later date the Company and which need not be a Preference Registrar) to act as may be permitted under applicable provisions repository of a master list of names and addresses of the Securities Act), holders of Preference Warrants (the General Partner agrees to file with the Commission a shelf registration statement on Form S-3 (if the General Partner is eligible to use such form) under Rule 415 of the Securities Act (a "Registration Statement") or any similar rule that may be adopted by the Commission, with respect to all of the REIT Shares that may be issued upon redemption of such Partnership Units pursuant to Section 8.05 hereof ("Redemption SharesPreference Warrant Register"). The General Partner Preference Warrant Agent will use its best efforts act as such repository unless and until some other person is, by written notice from the Company to have the Registration Statement declared effective under Preference Warrant Agent and the Securities ActPreference Registrar, designated by the Company to act as such. The General Partner need not file Company shall cause each Preference Registrar to furnish to such repository, on a separate Registration Statementcurrent basis, but such information as to all registrations of transfer and exchanges effected by such Preference Registrar, as may file one Registration Statement covering Redemption Shares issuable be necessary to more than one Limited Partner. The General Partner further agrees enable such repository to supplement or make amendments to each Registration Statement, if required by maintain the rules, regulations or instructions applicable to the registration form utilized by the General Partner or by the Securities Act or rules and regulations thereunder for such Registration StatementPreference Warrant Register on as current a basis as is practicable. (b) If a Registration Statement under subsection (a) above is not available under the securities laws or the rules of the Commission, or if required to permit the resale of Redemption Shares by "Affiliates" (as defined in the Securities Act), upon the written request of any Limited Partner holding at least 20,000 Partnership Units, the General Partner agrees to file with the Commission a Registration Statement covering the resale of Redemption Shares by Affiliates or others whose Redemption Shares are not covered by a Registration Statement filed pursuant to subsection (a) above, provided that the General Partner is furnished all information with respect to holders of Redemption Shares required to complete such Registration Statement and have it declared effective by the Commission. The General Partner will use its best efforts to have the Registration Statement declared effective under the Securities Act. The General Partner need not file a separate Registration Statement, but may file one Registration Statement covering Redemption Shares issuable to more than one Limited Partner. The General Partner further agrees to supplement or make amendments to each Registration Statement, if required by the rules, regulations or instructions applicable to the registration form utilized by the General Partner or by the Securities Act or rules and regulations thereunder for such Registration Statement.

Registration. Subject From and after the Distribution Date and prior to the terms earlier of the Redemption Date and the Final Expiration Date, the Company shall cause to be kept at the Corporate Trust Office of the Rights Agent a Rights Register (a "Rights Register") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Right Certificates and of transfers of Rights. The Rights Agent is hereby appointed the registrar and transfer agent (the "Rights Registrar") for the purpose of registering Right Certificates and transfers of Rights as herein provided and the Rights Agent agrees to maintain such Rights Register in accordance with such regulations so long as it continues to be designated as Rights Registrar hereunder. Upon surrender to the Rights Agent for registration of transfer of any agreement between Right Certificate, the General Partner Company shall execute, and the Rights Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more Limited Partners with respect to Partnership Units held by them: (a) Shelf Registration new Right Certificates evidencing a like number of Rights. At the option of the Common Stock. Within two weeks prior or subsequent holder, Right Certificates may be exchanged for other Right Certificates upon surrender of the Right Certificates to be exchanged to the first date upon Rights Agent. Whenever any Right Certificates are so surrendered for exchange, the Company shall execute, and the Rights Agent shall authenticate and deliver, the Right Certificates which the Partnership Units owned by holder making the exchange is entitled to receive. All Right Certificates issued upon any Limited Partner may registration of transfer or exchange of Right Certificates shall be redeemed (or such later date as may be permitted under applicable provisions the valid obligations of the Securities Act)Company, evidencing the General Partner agrees same Rights, and entitled to file with the Commission a shelf same benefits under this Agreement, as the Right Certificates surrendered upon such registration statement on Form S-3 of transfer or exchange. Every Right Certificate presented or surrendered for registration of transfer or exchange shall (if so required by the General Partner is eligible Company or the Rights Agent) be duly endorsed, or accompanied by a written instrument of transfer in form satisfactory to use such form) under Rule 415 the Company and the Rights Registrar duly executed, by the holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Right Certificates, but the Securities Act (Company may require payment by the holder of a "Registration Statement") sum sufficient to cover any tax or any similar rule other governmental charge that may be adopted by the Commissionimposed in connection with any registration of transfer or exchange of Right Certificates, with respect to all of the REIT Shares that may be issued upon redemption of such Partnership Units pursuant to Section 8.05 hereof ("Redemption Shares")other than exchanges not involving any transfer. The General Partner will use its best efforts to have the Registration Statement declared effective under the Securities Act. The General Partner need not file a separate Registration Statement, but may file one Registration Statement covering Redemption Shares issuable to more than one Limited Partner. The General Partner further agrees to supplement or make amendments to each Registration Statement, if required by the rules, regulations or instructions applicable provisions of this Section 6 shall be subject to the registration form utilized by the General Partner or by the Securities Act or rules and regulations thereunder for such Registration Statementprovisions of Section 15. (b) If a Registration Statement under subsection (a) above is not available under the securities laws or the rules of the Commission, or if required to permit the resale of Redemption Shares by "Affiliates" (as defined in the Securities Act), upon the written request of any Limited Partner holding at least 20,000 Partnership Units, the General Partner agrees to file with the Commission a Registration Statement covering the resale of Redemption Shares by Affiliates or others whose Redemption Shares are not covered by a Registration Statement filed pursuant to subsection (a) above, provided that the General Partner is furnished all information with respect to holders of Redemption Shares required to complete such Registration Statement and have it declared effective by the Commission. The General Partner will use its best efforts to have the Registration Statement declared effective under the Securities Act. The General Partner need not file a separate Registration Statement, but may file one Registration Statement covering Redemption Shares issuable to more than one Limited Partner. The General Partner further agrees to supplement or make amendments to each Registration Statement, if required by the rules, regulations or instructions applicable to the registration form utilized by the General Partner or by the Securities Act or rules and regulations thereunder for such Registration Statement.

Registration. Subject to the terms of any agreement between the General Partner and one or more Limited Partners with respect to Partnership Units held by them: (a) Shelf Registration of the Common Stock. Within two weeks prior or subsequent to the first date upon which the Partnership Units owned by any Limited Partner may be redeemed (or such later date as may be permitted under applicable provisions of the Securities Act), the General Partner agrees to The Company shall file a registration statement with the Commission a shelf registration statement on Form S-3 (if the General Partner is eligible to use such form) under Rule 415 of the Securities Act (a "Registration Statement") for the purpose of registering on or any similar rule that may be adopted by the Commissionbefore January 9, with respect to all 2009, resale of the REIT Conversion Shares that may be issued upon redemption of such Partnership Units pursuant to Section 8.05 hereof ("Redemption and Warrant Shares"). The General Partner will , and shall use its best efforts to have the keep such Registration Statement declared continuously effective under the Securities ActAct until all Registrable Securities covered by such registration statement have been sold or may be sold without restriction pursuant to Rule 144 as determined by the counsel to the Company pursuant to a written opinion letter to such effect. The General Partner Company shall not be obligated to file a registration statement with respect to any Conversion Shares or Warrant Shares that have been sold or may be sold without restriction pursuant to Rule 144 as determined by the counsel to the Company pursuant to a written opinion letter to such effect. If: (i) a registration statement is not effective with respect to any Conversion Shares or Warrant Shares the Company is obligated to register for resale on or before the date specified above; or (ii) after the effective date a registration statement ceases for any reason to remain continuously effective for all Conversion Shares and Warrant Shares for which it is required to be effective, or the Holders are not permitted to utilize the prospectus therein to resell such shares for 20 consecutive trading days, but no more than an aggregate of 40 trading days during any 12-month period (which need not file be consecutive trading days) (any such failure or breach being referred to as an “Event”, and for purposes of clause (i) the date on which such Event occurs, or for purposes of clause (ii) the date on which such 20 or 40 trading day period, as applicable, is exceeded being referred to as “Event Date”), then within 10 days following each such Event Date and within 10 days following each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such monthly anniversary date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as liquidated damages and not as a separate Registration Statementpenalty, but may file one Registration Statement covering Redemption equal to 1.0% of the aggregate market value on the Event Date of the Conversion Shares issuable to more than one Limited Partneror Warrant Shares that are not so registered or cannot be sold under an effective registration statement. The General Partner further agrees holder of the Securities shall provide to supplement or make amendments to each Registration Statement, if the Company in writing all information reasonably required by the rules, regulations or instructions applicable Company to comply with its disclosure obligations in the registration form utilized by the General Partner or statement imposed by the Securities Act or rules and the regulations thereunder for such Registration Statement. (b) If a Registration Statement under subsection (a) above is not available under the securities laws or the rules promulgated thereunder. The failure of the Commission, or if required to permit the resale holder of Redemption Shares by "Affiliates" (as defined in any of the Securities Act), upon for any reason to provide such information at least five Business Days prior to the written request filing of the registration statement covering the Conversion Shares or Warrant Shares shall effect a termination of any Limited Partner holding at least 20,000 Partnership Units, obligation of the General Partner agrees Company to file with any registration statement pertaining to the Commission a Registration Statement covering Securities and the resale of Redemption Shares by Affiliates or others whose Redemption Shares are not covered by a Registration Statement filed pursuant Company shall have no liability to subsection (a) above, provided that the General Partner is furnished all information such holder with respect to holders of Redemption Shares required to complete such Registration Statement and have it declared effective by the Commission. The General Partner will use its best efforts to have the Registration Statement declared effective under the Securities Act. The General Partner need not file a separate Registration Statement, but may file one Registration Statement covering Redemption Shares issuable to more than one Limited Partner. The General Partner further agrees to supplement or make amendments to each Registration Statement, if required by the rules, regulations or instructions applicable to the registration form utilized by the General Partner or by the Securities Act or rules and regulations thereunder for such Registration Statementliquidated damages stated above.

Registration. Subject to the terms of any agreement between the General Partner and one or more Limited Partners with respect to Partnership Units held by them: (a) Shelf Registration of the Common Stock. Within two weeks On or prior or subsequent to the first date upon which the Partnership Units owned by any Limited Partner may be redeemed (or such later date as may be permitted under applicable provisions of the Securities Act)each Filing Date, the General Partner agrees to file with the Commission a shelf registration statement on Form S-3 (if the General Partner is eligible to use such form) under Rule 415 of the Securities Act (a "Registration Statement") or any similar rule that may be adopted by the Commission, with respect to all of the REIT Shares that may be issued upon redemption of such Partnership Units pursuant to Section 8.05 hereof ("Redemption Shares"). The General Partner will use its best efforts to have the Registration Statement declared effective under the Securities Act. The General Partner need not file a separate Registration Statement, but may file one Registration Statement covering Redemption Shares issuable to more than one Limited Partner. The General Partner further agrees to supplement or make amendments to each Registration Statement, if required by the rules, regulations or instructions applicable to the registration form utilized by the General Partner or by the Securities Act or rules Company shall prepare and regulations thereunder for such Registration Statement. (b) If a Registration Statement under subsection (a) above is not available under the securities laws or the rules of the Commission, or if required to permit the resale of Redemption Shares by "Affiliates" (as defined in the Securities Act), upon the written request of any Limited Partner holding at least 20,000 Partnership Units, the General Partner agrees to file with the Commission a Registration Statement covering the resale of Redemption Shares by Affiliates or others whose Redemption Shares all of the Registrable Securities that are not covered by then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. Each Registration Statement filed hereunder shall be on Form S-1, unless expressly specified otherwise, or such other Securities Act form available to the Company for such filing. Subject to the terms of this Agreement, the Company shall use its commercially reasonable efforts to cause a Registration Statement filed pursuant under this Agreement (including, without limitation, under Section 3(c)) to subsection (a) above, provided that the General Partner is furnished all information with respect to holders of Redemption Shares required to complete such Registration Statement and have it declared effective by the Commission. The General Partner will use its best efforts to have the Registration Statement be declared effective under the Securities ActAct as promptly as possible after the filing thereof, but in any event no later than the applicable Effectiveness Date, and shall use its commercially reasonable efforts to keep such Registration Statement continuously effective under the Securities Act until the first to occur of: (A) the date that is three (3) years from the date the Registration Statement is declared effective by the Commission (the “Cut-Off Date”) and (B) the date that all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold Rule 144 without restriction or limitation, as determined by the counsel to the Company pursuant to a written opinion letter which shall be obtained at the Company’s expense, to such effect, addressed, delivered and acceptable to the Transfer Agent and the affected Holders (the “Effectiveness Period”). The General Partner need not file Company shall telephonically request effectiveness of a separate Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, but may file one Registration Statement covering Redemption Shares issuable to more than one Limited Partner. The General Partner further agrees to supplement or make amendments to each Registration Statement, if a final Prospectus with the Commission as required by the rules, regulations or instructions applicable to the registration form utilized by the General Partner or by the Securities Act or rules and regulations thereunder for such Registration StatementRule 424.

Registration. Subject to the terms of any agreement between the General Partner and one or more Limited Partners with respect to Partnership Units held by them: (a) Shelf Registration of the Common Stock. Within two weeks prior or subsequent to the first date upon which the Partnership Units owned by any Limited Partner may be redeemed (or such later date as may be permitted under applicable provisions of the Securities Act), the General Partner agrees to The Company shall file a registration statement with the Commission a shelf registration statement on Form S-3 (if the General Partner is eligible to use such form) under Rule 415 of the Securities Act (a "Registration Statement") for the purpose of registering on or any similar rule that may be adopted by the Commissionbefore January 9, with respect to all 2009, resale of the REIT Conversion Shares that may be issued upon redemption of such Partnership Units pursuant to Section 8.05 hereof ("Redemption and Warrant Shares"). The General Partner will , and shall use its best efforts to have the keep such Registration Statement declared continuously effective under the Securities ActAct until the Conversion Shares and Warrant Shares covered by such registration statement have been sold or may be sold without restriction pursuant to Rule 144 as determined by the counsel to the Company pursuant to a written opinion letter to such effect. The General Partner Company shall not be obligated to file a registration statement with respect to any Conversion Shares or Warrant Shares that have been sold or may be sold without restriction pursuant to Rule 144 as determined by the counsel to the Company pursuant to a written opinion letter to such effect. If: (i) a registration statement is not effective with respect to any Conversion Shares or Warrant Shares the Company is obligated to register for resale on or before the date specified above; or (ii) after the effective date a registration statement ceases for any reason to remain continuously effective for all Conversion Shares and Warrant Shares for which it is required to be effective, or the Holders are not permitted to utilize the prospectus therein to resell such shares for 20 consecutive trading days, but no more than an aggregate of 40 trading days during any 12-month period (which need not file be consecutive trading days) (any such failure or breach being referred to as an “Event”, and for purposes of clause (i) the date on which such Event occurs, or for purposes of clause (ii) the date on which such 20 or 40 trading day period, as applicable, is exceeded being referred to as “Event Date”), then within 10 days following each such Event Date and within 10 days following each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such monthly anniversary date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as liquidated damages and not as a separate Registration Statementpenalty, but may file one Registration Statement covering Redemption equal to 1.0% of the aggregate market value on the Event Date of the Conversion Shares issuable to more than one Limited Partneror Warrant Shares that are not so registered or cannot be sold under an effective registration statement. The General Partner further agrees holder of the Securities shall provide to supplement or make amendments to each Registration Statement, if the Company in writing all information reasonably required by the rules, regulations or instructions applicable Company to comply with its disclosure obligations in the registration form utilized by the General Partner or statement imposed by the Securities Act or rules and the regulations thereunder for such Registration Statement. (b) If a Registration Statement under subsection (a) above is not available under the securities laws or the rules promulgated thereunder. The failure of the Commission, or if required to permit the resale holder of Redemption Shares by "Affiliates" (as defined in any of the Securities Act), upon for any reason to provide such information at least five Business Days prior to the written request filing of the registration statement covering the Conversion Shares or Warrant Shares shall effect a termination of any Limited Partner holding at least 20,000 Partnership Units, obligation of the General Partner agrees Company to file with any registration statement pertaining to the Commission a Registration Statement covering Securities and the resale of Redemption Shares by Affiliates or others whose Redemption Shares are not covered by a Registration Statement filed pursuant Company shall have no liability to subsection (a) above, provided that the General Partner is furnished all information such holder with respect to holders of Redemption Shares required to complete such Registration Statement and have it declared effective by the Commission. The General Partner will use its best efforts to have the Registration Statement declared effective under the Securities Act. The General Partner need not file a separate Registration Statement, but may file one Registration Statement covering Redemption Shares issuable to more than one Limited Partner. The General Partner further agrees to supplement or make amendments to each Registration Statement, if required by the rules, regulations or instructions applicable to the registration form utilized by the General Partner or by the Securities Act or rules and regulations thereunder for such Registration Statementliquidated damages stated above.

Registration. (a) No later than the Filing Date, the Company shall file with the Commission the Initial Registration Statement relating to the resale by the Holders of all (or such other number as the Commission will permit) of the Registrable Securities. If Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities on another appropriate form and (ii) undertake to register the Registrable Securities on Form S-3 as soon as such form is available; provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission. Subject to the terms of this Agreement, the Company shall use its best efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act within forty-five (45) days after the filing thereof, but in any agreement between event no later than the General Partner applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holder (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the Holder via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holders within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(g). (b) Notwithstanding the registration obligations set forth in Section 2(a), if the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly inform each of the Holders thereof and use its best efforts to file amendments to the Initial Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering, subject to the provisions of Section 2(e); with respect to filing on Form S-3 or other appropriate form, and subject to the provisions of Section 2(d) with respect to the payment of liquidated damages; provided, however, that prior to filing such amendment, the Company shall be obligated to use diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09. (c) Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 2(d), if the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater portion of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced as follows: i. first, the Company shall reduce or eliminate any securities to be included by any Person other than a Holder; and ii. second, the Company shall reduce Registrable Securities represented by Conversion Shares (applied, in the case that some Conversion Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Conversion Shares held by such Holders). In the event of a cutback hereunder, the Company shall give the Holder at least five (5) Trading Days prior written notice along with the calculations as to such Holder’s allotment. In the event the Company amends the Initial Registration Statement in accordance with the foregoing, the Company will use its best efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more Limited Partners with respect registration statements on Form S-3 or such other form available to Partnership Units held by them:register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended. (ad) Shelf Registration Provided that no event of default exists under the Purchase Agreement or any of the Common Stock. Within two weeks other Transaction Documents, if: (i) the Initial Registration Statement is not filed on or prior or subsequent to the first date upon which Filing Date (if the Partnership Units owned Company files the Initial Registration Statement without providing the Holders the opportunity to review and comment on the same as required by any Limited Partner may be redeemed (or such later date as may be permitted under applicable provisions of the Securities Act)Section 3(a) herein, the General Partner agrees Company shall be deemed to have not satisfied this clause (i)) or (ii) the Company fails to file with the Commission a shelf registration statement request for acceleration of a Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act, within five (5) Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Registration Statement will not be “reviewed” or will not be subject to further review, or (iii) prior to the effective date of a Registration Statement, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within ten (10) calendar days after the receipt of comments by or notice from the Commission that such amendment is required in order for such Registration Statement to be declared effective, or (iv) a Registration Statement registering for resale all of the Registrable Securities is not declared effective by the Commission by the Effectiveness Date of the Initial Registration Statement, or (v) after the effective date of a Registration Statement, such Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in such Registration Statement, or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than ten (10) consecutive calendar days or more than an aggregate of fifteen (15) calendar days (which need not be consecutive calendar days) during any 12-month period (any such failure or breach being referred to as an “Event”, and for purposes of clause (i) thirty (30) calendar days after the date on Form S-3 which such Event occurs, and for purpose of clause (ii), the date on which such five (5) Trading Day period is exceeded, and for purpose of clause (iii) the date which such fifteen (15) calendar day period is exceeded, and for purpose of clause (v) the date on which such ten (10) or fifteen (15) calendar day period, as applicable, is exceeded being referred to as “Event Date”), then, in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date thereafter (if the General Partner is eligible to use applicable Event shall not have been cured by such form) under Rule 415 of the Securities Act (a "Registration Statement"date) or any similar rule pro rata portion thereof, until the applicable Event is cured or sixty (60) calendar days after the applicable Event Date, whichever occurs first, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to the product of one percent (1.0%) multiplied by the aggregate Subscription Amount paid by such Holder pursuant to the Purchase Agreement; provided that may the maximum amount payable thereunder shall not exceed 4% of the aggregate Subscription Amount. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven (7) days after the date payable, the Company will pay interest thereon at a rate of eighteen percent (18%) per annum (or such lesser maximum amount that is permitted to be adopted paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. (e) Notwithstanding anything to the contrary contained herein but subject to comments by the Commission, with respect in no event shall the Company be permitted to all name any Holder or affiliate of a Holder as any Underwriter without the REIT Shares that may be issued upon redemption prior written consent of such Partnership Units pursuant to Section 8.05 hereof ("Redemption Shares"). The General Partner will use its best efforts to have the Registration Statement declared effective under the Securities Act. The General Partner need not file a separate Registration Statement, but may file one Registration Statement covering Redemption Shares issuable to more than one Limited Partner. The General Partner further agrees to supplement or make amendments to each Registration Statement, if required by the rules, regulations or instructions applicable to the registration form utilized by the General Partner or by the Securities Act or rules and regulations thereunder for such Registration StatementHolder. (b) If a Registration Statement under subsection (a) above is not available under the securities laws or the rules of the Commission, or if required to permit the resale of Redemption Shares by "Affiliates" (as defined in the Securities Act), upon the written request of any Limited Partner holding at least 20,000 Partnership Units, the General Partner agrees to file with the Commission a Registration Statement covering the resale of Redemption Shares by Affiliates or others whose Redemption Shares are not covered by a Registration Statement filed pursuant to subsection (a) above, provided that the General Partner is furnished all information with respect to holders of Redemption Shares required to complete such Registration Statement and have it declared effective by the Commission. The General Partner will use its best efforts to have the Registration Statement declared effective under the Securities Act. The General Partner need not file a separate Registration Statement, but may file one Registration Statement covering Redemption Shares issuable to more than one Limited Partner. The General Partner further agrees to supplement or make amendments to each Registration Statement, if required by the rules, regulations or instructions applicable to the registration form utilized by the General Partner or by the Securities Act or rules and regulations thereunder for such Registration Statement.

Registration. Subject to the terms of any agreement between the General Partner and one or more Limited Partners with respect to Partnership Units held by them: (a) Shelf Registration of the Common Stock. Within two weeks On or prior or subsequent to the first date upon which the Partnership Units owned by any Limited Partner may be redeemed (or such later date as may be permitted under its applicable provisions of the Securities Act)Filing Date, the General Partner agrees to file with the Commission a shelf registration statement on Form S-3 (if the General Partner is eligible to use such form) under Rule 415 of the Securities Act (a "Registration Statement") or any similar rule that may be adopted by the Commission, with respect to all of the REIT Shares that may be issued upon redemption of such Partnership Units pursuant to Section 8.05 hereof ("Redemption Shares"). The General Partner will use its best efforts to have the Registration Statement declared effective under the Securities Act. The General Partner need not file a separate Registration Statement, but may file one Registration Statement covering Redemption Shares issuable to more than one Limited Partner. The General Partner further agrees to supplement or make amendments to each Registration Statement, if required by the rules, regulations or instructions applicable to the registration form utilized by the General Partner or by the Securities Act or rules Company shall prepare and regulations thereunder for such Registration Statement. (b) If a Registration Statement under subsection (a) above is not available under the securities laws or the rules of the Commission, or if required to permit the resale of Redemption Shares by "Affiliates" (as defined in the Securities Act), upon the written request of any Limited Partner holding at least 20,000 Partnership Units, the General Partner agrees to file with the Commission a Registration Statement covering the resale of Redemption Shares by Affiliates or others whose Redemption Shares are all Registrable Securities not already covered by an existing and effective Registration Statement. The Registration Statement also shall cover, to the extent allowable under the Securities Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends, recapitalizations or other adjustments with respect to the Registrable Securities. Each Registration Statement required to be filed under this Agreement shall be filed on Form S-3 (or if the Company is not then eligible to utilize Form S-3 to register for resale the Registrable Securities, it shall utilize such other available form appropriate for such purpose) and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement, other than as to the characterization of any Holder as an underwriter, which shall not occur without such Holder’s written consent) the “Plan of Distribution” substantially in the form attached hereto as Annex A. The Company shall promptly notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission. The Company shall cause each Registration Statement required to be filed under this Agreement to be declared effective under the Securities Act as soon as practicable but, in any event, no later than its Effectiveness Date, and shall use its reasonable best efforts to keep each such Registration Statement continuously effective during its entire Effectiveness Period. By 5:00 p.m. (New York City time) on the Business Day immediately following the Effective Date of each Registration Statement, the Company shall file with the Commission in accordance with Rule 424 under the Securities Act the final prospectus to be used in connection with sales pursuant to such Registration Statement (whether or not such filing is technically required under such Rule). Failure to file a final Prospectus as foresaid shall be deemed an Event of Default under Section 6. If for any reason other than due solely to SEC Restrictions, a Registration Statement is effective but not all outstanding Registrable Securities are registered for resale pursuant thereto, then the Company shall prepare and file by the applicable Filing Date an additional Registration Statement to register the resale of all such unregistered Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall not include any shares of Common Stock or other securities for the account of any other holder of Common Stock without the prior written consent of the Holders, which such consent shall not be unreasonably withheld, conditioned or delayed. (b) The Company shall use its reasonable best efforts to advocate with the Commission for the registration of all of the Registrable Securities, in accordance with the SEC Guidance (including without limitation, the Manual of Publicly Available Telephone Interpretations D.29) for an offering to be made on a continuous basis pursuant to Rule 415. (c) Notwithstanding anything to the contrary contained in this Section 2, if, after advocating with the Commission in accordance with Section 2(b), due to Commission Positions, the Company is nonetheless unable to include all Registrable Securities in the Registration Statement filed pursuant to subsection Section 2(a) without characterizing any Holder as an underwriter then the Company may, following not less than three (a3) aboveTrading Days prior written notice to the Holders along with the calculations as to such Holder’s allotment, provided that (i) use its reasonable best efforts to cause as many Registrable Securities for as many Holders as possible to be included in the General Partner is furnished Registration Statement filed pursuant to Section 2(a) or 2(b) and remove from the Registration Statement all information with respect other Registrable Securities (the “Cut Back Shares”), (ii) use its reasonable best efforts to holders promptly file amendments to the Registration Statement and promptly file a new Registration Statement, in either case, to cover the maximum number of Redemption Shares required Registrable Securities permitted to complete be registered by the Commission, or (iii) withdraw the Registration Statement and promptly file a new Registration Statement covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S‑3 or such other form available to register for resale the Registrable Securities as a secondary offering, and (iv) agree to such restrictions and limitations on the registration and resale of the Registrable Securities in each case as the Commission may require in order for the Commission to allow each such Registration Statement to become effective; provided, that in no event may the Company name any Holder as an underwriter without such Holder’s prior written consent (such restrictions and have it limitations on the registration and resale, the “SEC Restrictions”). Unless the SEC Restrictions otherwise require, any cut-back imposed pursuant to this Section 2(c) shall be allocated among the Registrable Securities of the Holders on a pro rata basis (based on initial subscription amounts under the Investment Agreement). The required Effectiveness Date for such Registration Statement will be tolled until such time as the Company is able to effect the registration of the Cut Back Shares in accordance with any SEC Restrictions (such date, the “Restriction Termination Date”). From and after the Restriction Termination Date, all provisions of this Section 2 shall again be applicable to the Cut Back Shares (which, for avoidance of doubt, retain their character as “Registrable Securities”) so that the Company will be required to file with and cause to be declared effective by the CommissionCommission such additional Registration Statements in the time frames set forth herein as necessary to ultimately cause to be covered by effective Registration Statements all Registrable Securities. (d) Each Holder agrees to furnish to the Company a completed Questionnaire in the form attached to this Agreement as Annex B (a “Selling Holder Questionnaire”). The General Partner will use its best efforts Company shall not be required to have include the Registrable Securities of a Holder in a Registration Statement declared effective under the Securities Act. The General Partner need not file a separate Registration Statement, but may file one Registration Statement covering Redemption Shares issuable who fails to more than one Limited Partner. The General Partner further agrees to supplement or make amendments to each Registration Statement, if required by the rules, regulations or instructions applicable furnish to the registration form utilized by Company a fully completed Selling Holder Questionnaire at least two Trading Days prior to the General Partner or by Filing Date (subject to the Securities Act or rules and regulations thereunder for such Registration Statementrequirements set forth in Section 3(a)).

Registration. Subject to the terms of any agreement between the General Partner and one or more Limited Partners with respect to Partnership Units held by them: (a) Shelf Registration of the Common Stock. Within two weeks On or prior or subsequent to the first date upon which the Partnership Units owned by any Limited Partner may be redeemed (or such later date as may be permitted under applicable provisions of the Securities Act)Filing Date, the General Partner agrees to Company shall prepare and file with the Commission a shelf registration statement on Form S-3 (if the General Partner is eligible to use such form) under Rule 415 of Commission, and in accordance with the Securities Act (a "Registration Statement") or any similar rule that may be adopted by the Commission, with respect to and all of the REIT Shares that may be issued upon redemption of such Partnership Units pursuant to Section 8.05 hereof ("Redemption Shares"). The General Partner will use its best efforts to have the Registration Statement declared effective under the Securities Act. The General Partner need not file a separate Registration Statement, but may file one Registration Statement covering Redemption Shares issuable to more than one Limited Partner. The General Partner further agrees to supplement or make amendments to each Registration Statement, if required by the rules, applicable regulations or instructions applicable to the registration form utilized by the General Partner or by the Securities Act or rules and regulations thereunder for such Registration Statement. (b) If a Registration Statement under subsection (a) above is not available under the securities laws or the rules of the Commission, or if required to permit the resale of Redemption Shares by "Affiliates" (as defined in the Securities Act), upon the written request of any Limited Partner holding at least 20,000 Partnership Unitspromulgated thereunder, the General Partner agrees to file with the Commission a Registration Statement covering the resale of Redemption Shares all of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement required hereunder shall be on Form SB-2 (except if the Company is not then eligible to register for resale the Registrable Securities on Form SB-2, in which case the Registration shall be on another appropriate form in accordance herewith). The Registration Statement required hereunder shall contain (except if otherwise directed by Affiliates the Holders) substantially the “Plan of Distribution” attached hereto as Annex A. Subject to the terms of this Agreement, the Company shall use its best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event not later than the Effectiveness Date, and shall use its best efforts to keep the Registration Statement continuously effective under the Securities Act until the date when all Registrable Securities have been sold or others whose Redemption Shares are not covered may be sold without volume restrictions pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders (the “Effectiveness Period”). (b) If: (i) a Registration Statement filed pursuant to subsection (a) above, provided that the General Partner is furnished all information with respect to holders of Redemption Shares or required to complete such be filed hereunder is not declared effective by the Commission on or before the Effectiveness Date, or (ii) after a Registration Statement and have it is first declared effective by the Commission, it ceases for any reason to remain continuously effective as to all Registrable Securities for which it is required to be effective, or the Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities, for in any such case under this clause (ii), 20 consecutive calendar days but no more than an aggregate of 30 calendar days during any 12 month period (which need not be consecutive trading days) (any such failure or breach being referred to as an “Event,” and for purposes of (ii) the date on which such Event occurs, is exceeded, or for purposes of clause (ii) the date on which such 20 or 30 calendar day period, as applicable, is exceeded being referred to as “Event Date”), as Purchasers’ exclusive remedy, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as liquidated damages and not as a penalty, equal to 1% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any Registrable Securities then held by such Holder. The General Partner will use its best efforts liquidated damages pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the cure of an Event, as the parties to this Agreement have agreed that the Registration Statement declared effective precise amount of damages in such circumstances would be extremely difficult to calculate accurately and believe that such amount is a reasonable estimate under the Securities Actcircumstances existing at this time. The General Partner need not file a separate Registration Statement, but may file one Registration Statement covering Redemption Shares issuable Notwithstanding anything herein to more than one Limited Partner. The General Partner further agrees to supplement or make amendments to each Registration Statementthe contrary, if required an Event or the continuation of an Event is caused solely as a result of an act or omission by a Holder, the rules, regulations Company shall not be liable to pay liquidated damages to such Holder that otherwise would result on account of such Event or instructions applicable to the registration form utilized by the General Partner or by the Securities Act or rules and regulations thereunder for such Registration Statementcontinuation of an Event.

Registration. Subject to the terms of any agreement between the General Partner and one or more Limited Partners with respect to Partnership Units held by them: (a) Shelf The Company’s registration obligations set forth in this Section 2, including its obligations to file Registration Statements upon receipt of Filing Notices, obtain effectiveness of Registration Statements, and maintain the Common Stock. Within two weeks prior continuous effectiveness of Registration Statement that have been declared effective shall begin on the date hereof and continue until all the Registrable Securities have been sold or subsequent may permanently be sold without any restrictions pursuant to Rule 144, as determined by the counsel to the first date upon which Company or the Partnership Units owned by any Limited Partner may be redeemed Investor’s Counsel pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders (or such later date as may be permitted under applicable provisions of the Securities Act“Registration Period”). (b) Anytime during the Registration Period, the General Partner agrees Investor shall have the right to deliver to the Company a Filing Notice as provided for herein which shall trigger the Company’s obligations to file a Registration Statement as set forth below (c) After receipt of a Filing Notice, the Company shall, on or prior to the Filing Deadline, prepare and file with the Commission SEC a shelf registration statement Registration Statement on Form S-3 S-1 or SB-2 (or, if the General Partner Company is eligible to use such formthen eligible, on Form S-3) under Rule 415 of covering the Securities Act (a "Registration Statement") or any similar rule that may be adopted resale by the Commission, with respect to Investor of all of the REIT Shares that may be issued upon redemption Registrable Securities set forth in such Filing Notice. Each Registration Statement shall contain the “Selling Stockholders” and “Plan of such Partnership Units pursuant to Section 8.05 hereof ("Redemption Shares"). Distribution” sections in substantially the form attached hereto as Exhibit A and contain all the required disclosures set forth on Exhibit B. The General Partner will Company shall use its best efforts to have the each Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the Effectiveness Deadline. By 9:30 am on the date following the date of effectiveness, the Company shall file with the SEC in accordance with Rule 424 under the Securities Act. The General Partner need not file a separate Registration Statement, but may file one Registration Statement covering Redemption Shares issuable 1933 Act the final Prospectus to more than one Limited Partner. The General Partner further agrees be used in connection with sales pursuant to supplement or make amendments to each Registration Statement, if required by the rules, regulations or instructions applicable to the registration form utilized by the General Partner or by the Securities Act or rules and regulations thereunder for such Registration Statement. (b) If a Registration Statement under subsection (a) above is not available under . Prior to the securities laws or the rules filing of the Commission, or if required to permit the resale of Redemption Shares by "Affiliates" (as defined in the Securities Act), upon the written request of any Limited Partner holding at least 20,000 Partnership Units, the General Partner agrees to file with the Commission a Registration Statement covering the resale of Redemption Shares by Affiliates or others whose Redemption Shares are not covered by a Registration Statement filed pursuant to subsection (a) above, provided that the General Partner is furnished all information with respect to holders of Redemption Shares required to complete such Registration Statement and have it declared effective by the Commission. The General Partner will use its best efforts to have the Registration Statement declared effective under with the Securities ActSEC, the Company shall furnish a draft of the Registration Statement to the Investor for their review and comment. The General Partner need not file a separate Registration Statement, but may file one Investor shall furnish comments on the Registration Statement covering Redemption Shares issuable to more than one Limited Partner. The General Partner further agrees to supplement or make amendments to each Registration Statement, if required by the rules, regulations or instructions applicable to the registration form utilized by Company within 24 hours of the General Partner or by receipt thereof from the Securities Act or rules and regulations thereunder for such Registration StatementCompany.

Registration. Subject When required to effect the terms registration of any agreement between Registrable Securities under this Agreement, the General Partner and one or more Limited Partners with respect to Partnership Units held by themCompany will, as expeditiously as reasonably possible: (ai) Shelf Registration Within thirty days after the date on which the articles of incorporation are amended so that there are sufficient shares of Common Stock so that all outstanding Notes of the Common Stock. Within two weeks prior or subsequent Series 10% PIK-Election Convertible Notes due 2018 may be converted, the Company will prepare and file a registration statement relating to the first resale of any securities to be included therein pursuant to 2.2(a). Thereafter the Company will (x) use all reasonable efforts to cause such registration statement to become effective, and (y) keep a registration statement effective until the earlier of (A) the date upon on which the Partnership Units owned by any Limited Partner Registrable Securities may be redeemed sold by Investor under Rule 144(b)(1) or (B) until the Selling Shareholders have completed the distribution described in the registration statement relating thereto; provided, however, that the Selling Shareholders will suspend use of a prospectus contained in any such registration statement immediately upon receipt of notice from the Company that the prospectus does not meet the requirements of the Securities Act, 1934 Act or applicable regulations. In such later date event, the Company will use all reasonable efforts to amend promptly the registration statement to conform the prospectus to the requirements of the Securities Act, 1934 Act and applicable regulations, unless the Company delivers a certificate signed by the President or Chief Executive Officer of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for an amendment to such Registration to be effected at such time, in which event the Company will have the right to defer the filing of the amendment to the registration statement for a period of not more than one hundred twenty (120) days. (ii) Prepare and file with the SEC the amendments and supplements to the registration statement and the prospectus used in connection with the registration statement as may be permitted under applicable necessary to comply with the provisions of the Securities Act)Act with respect to the disposition of all securities covered by the registration statement. (iii) Furnish to each Selling Shareholder or its agents the number of copies of a prospectus, the General Partner agrees to file including a preliminary prospectus, in conformity with the Commission a shelf registration statement on Form S-3 (if the General Partner is eligible to use such form) under Rule 415 requirements of the Securities Act (a "Registration Statement") or any similar rule that Act, and the other documents as they may be adopted by reasonably request in order to facilitate the Commission, with respect to all disposition of the REIT Shares Registrable Securities owned by them that may be issued upon redemption of such Partnership Units pursuant to Section 8.05 hereof are included in the registration. ("Redemption Shares"). The General Partner will use iv) Use its best efforts to have register and qualify the Registration Statement declared effective securities covered by the registration statement under the Securities Act. The General Partner need not file a separate Registration Statement, but may file one Registration Statement covering Redemption Shares issuable to more than one Limited Partner. The General Partner further agrees to supplement other securities or make amendments to each Registration Statement, if required Blue Sky laws of the jurisdictions as shall be reasonably requested by the rules, regulations or instructions applicable to the registration form utilized by the General Partner or by the Securities Act or rules and regulations thereunder for such Registration Statement. (b) If a Registration Statement under subsection (a) above is not available under the securities laws or the rules of the Commission, or if required to permit the resale of Redemption Shares by "Affiliates" (as defined in the Securities Act), upon the written request of any Limited Partner holding at least 20,000 Partnership Units, the General Partner agrees to file with the Commission a Registration Statement covering the resale of Redemption Shares by Affiliates or others whose Redemption Shares are not covered by a Registration Statement filed pursuant to subsection (a) aboveSelling Shareholders, provided that the General Partner is furnished all information with respect Company shall not be required in connection therewith or as a condition thereto to holders qualify to do business or to file a general consent to service of Redemption Shares process in any states or jurisdictions or become subject to taxation in any jurisdiction where it would be required to complete pay taxes solely as a result of the filing. (v) Notify each Selling Shareholder at any time when a prospectus relating to Registrable Securities is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in the registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing. (vi) If: (i) a Registration Statement is not filed on a timely basis as required by 2.3(b)(i), or (ii)) after its Effective Date, without regard for the reason thereunder or efforts therefore, such Registration Statement ceases for any reason to be effective and have available to the Holders as to all Registrable Securities to which it declared effective by is required to cover at any time prior to the Commission. The General Partner will use expiration of its best efforts to have the Registration Statement declared effective under the Securities Act. The General Partner Effectiveness Period for more than an aggregate of 40 Trading Days (which need not file a separate Registration Statementbe consecutive) (any such failure or breach being referred to as an “Event,” and for purposes of clause (i) the date on which such Event occurs, but or for purposes of clause (ii) the date which such 40 Trading Day-period is exceeded, being referred to as “Event Date”), then in addition to any other rights the Holders may file one Registration Statement covering Redemption Shares issuable to more than one Limited Partner. The General Partner further agrees to supplement have hereunder or make amendments under applicable law: on each such Event Date, and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Registration StatementHolder an amount in cash, if required by as partial liquidated damages and not as a penalty, equal to 1.0% of the rules, regulations or instructions applicable aggregate amount of the principal and accrued interest of the Note that was converted and has not theretofore been sold.. The partial liquidated damages pursuant to the registration form utilized by terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the General Partner or by cure of an Event, except in the Securities Act or rules and regulations thereunder for such Registration Statementcase of the first Event Date.

Registration. Subject to the terms of any agreement between the General Partner and one or more Limited Partners with respect to Partnership Units held by them: (a) Shelf Registration of the Common Stock. Within two weeks On or prior or subsequent to the first date upon which the Partnership Units owned by any Limited Partner may be redeemed (or such later date as may be permitted under applicable provisions of the Securities Act)each Filing Date, the General Partner agrees to file with the Commission a shelf registration statement on Form S-3 (if the General Partner is eligible to use such form) under Rule 415 of the Securities Act (a "Registration Statement") or any similar rule that may be adopted by the Commission, with respect to all of the REIT Shares that may be issued upon redemption of such Partnership Units pursuant to Section 8.05 hereof ("Redemption Shares"). The General Partner will use its best efforts to have the Registration Statement declared effective under the Securities Act. The General Partner need not file a separate Registration Statement, but may file one Registration Statement covering Redemption Shares issuable to more than one Limited Partner. The General Partner further agrees to supplement or make amendments to each Registration Statement, if required by the rules, regulations or instructions applicable to the registration form utilized by the General Partner or by the Securities Act or rules Company shall prepare and regulations thereunder for such Registration Statement. (b) If a Registration Statement under subsection (a) above is not available under the securities laws or the rules of the Commission, or if required to permit the resale of Redemption Shares by "Affiliates" (as defined in the Securities Act), upon the written request of any Limited Partner holding at least 20,000 Partnership Units, the General Partner agrees to file with the Commission a Registration Statement covering the Registrable Securities for a selling stockholder resale offering to be made on a continuous basis pursuant to Rule 415. Each Registration Statement shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith). The Company shall (i) with respect to the Registration Statement required to be filed in connection with the Note issued on the initial funding date under the Securities Purchase Agreement, the Minimum Borrowing Note issued on the initial funding date under the Security Agreement and the Warrants issued on such initial funding date, use its best efforts to cause such Registration Statement to become effective as provided herein; provided that, such Registration Statement shall be required to remain effective as provided herein notwithstanding the use of Redemption Shares best efforts by Affiliates or others whose Redemption Shares are not the Company and (ii) in respect of each other Registration Statement, cause each such Registration Statement to become effective and remain effective as provided herein notwithstanding the use of best efforts by the Company. The Company shall use its reasonable commercial efforts to cause each Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than the Effectiveness Date. The Company shall use its reasonable commercial efforts to keep each Registration Statement continuously effective under the Securities Act until the date which is the earlier date of when (i) all Registrable Securities covered by such Registration Statement have been sold or (ii) all Registrable Securities covered by such Registration Statement may be sold immediately without registration under the Securities Act and without volume restrictions pursuant to Rule 144(k), as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders (each, an “Effectiveness Period”). If: (i) any Registration Statement is not filed on or prior to the applicable Filing Date for such Registration Statement; (ii) a Registration Statement filed pursuant to subsection hereunder is not declared effective by the Commission by the applicable Effectiveness Date; (aiii) above, provided that the General Partner is furnished all information with respect to holders of Redemption Shares required to complete such after a Registration Statement is filed with and have it declared effective by the Commission. The General Partner will use its best efforts to have the , a Discontinuation Event (as hereafter defined) shall occur and be continuing, or such Registration Statement ceases to be effective (by suspension or otherwise) as to all Registrable Securities to which it is required to relate at any time prior to the expiration of the Effectiveness Period applicable to such Registration Statement (without being succeeded immediately by an additional Registration Statement filed and declared effective under effective), for a period of time which shall exceed 30 days in the aggregate per year or more than 20 consecutive calendar days (defined as a period of 365 days commencing on the date such Registration Statement is declared effective); or (iv) the Common Stock is not listed or quoted, or is suspended from trading on any Trading Market for a period of three (3) consecutive Trading Days (provided the Company shall not have been able to cure such trading suspension within 30 days of the notice thereof or list the Common Stock on another Trading Market); (any such failure or breach being referred to as an “Event,” and for purposes of clause (i) or (ii) the date on which such Event occurs, or for purposes of clause (iii) the date which such 30 day or 20 consecutive day period (as the case may be) is exceeded, or for purposes of clause (iv) the date on which such three (3) Trading Day period is exceeded, being referred to as “Event Date”), then as partial relief for the damages to the Purchaser by reason of the occurrence of any such Event (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to the Purchaser for each day that an Event has occurred and is continuing, an amount in cash equal to one-thirtieth (1/30th) of the product of: (A) the sum of (I) the original principal amount of the Note (as defined in the Securities ActPurchase Agreement) plus (II) the then outstanding principal amount of the Minimum Borrowing Note (as defined in the Security Agreement) multiplied by (B) 0.02. The General Partner need While such Event continues, such liquidated damages shall be paid not file less often than each thirty (30) days. Any unpaid liquidated damages as of the date when an Event has been cured by the Company shall be paid within three (3) days following the date on which such Event has been cured by the Company. In the event the Company fails to make any payments pursuant to this Section 2(b) in a separate Registration Statementtimely manner, but may file one Registration Statement covering Redemption Shares issuable such payments shall bear interest at the rate of 1.5% per month (prorated for partial months) until paid in full. (b) Within three business days of the Effectiveness Date, the Company shall cause its counsel to more than one Limited Partnerissue a blanket opinion in the form attached hereto as Exhibit A, to the transfer agent stating that the shares are subject to an effective registration statement and can be reissued free of restrictive legend upon notice of a sale by the Purchaser and confirmation by the Purchaser that it has complied with the prospectus delivery requirements, provided that the Company has not advised the transfer agent orally or in writing that the opinion has been withdrawn. The General Partner further agrees to supplement or make amendments to each Registration Statement, if Copies of the blanket opinion required by the rules, regulations or instructions applicable this Section 2(c) shall be delivered to the registration form utilized by Purchaser within the General Partner or by the Securities Act or rules and regulations thereunder for such Registration Statementtime frame set forth above.

Registration. Subject to the terms of any agreement between the General Partner and one or more Limited Partners with respect to Partnership Units held by them: (a) Shelf Registration of the Common Stock. Within two weeks On or prior or subsequent to the first date upon which the Partnership Units owned by any Limited Partner may be redeemed (or such later date as may be permitted under applicable provisions of the Securities Act)each Filing Date, the General Partner agrees to file with the Commission a shelf registration statement on Form S-3 (if the General Partner is eligible to use such form) under Rule 415 of the Securities Act (a "Registration Statement") or any similar rule that may be adopted by the Commission, with respect to all of the REIT Shares that may be issued upon redemption of such Partnership Units pursuant to Section 8.05 hereof ("Redemption Shares"). The General Partner will use its best efforts to have the Registration Statement declared effective under the Securities Act. The General Partner need not file a separate Registration Statement, but may file one Registration Statement covering Redemption Shares issuable to more than one Limited Partner. The General Partner further agrees to supplement or make amendments to each Registration Statement, if required by the rules, regulations or instructions applicable to the registration form utilized by the General Partner or by the Securities Act or rules Company shall prepare and regulations thereunder for such Registration Statement. (b) If a Registration Statement under subsection (a) above is not available under the securities laws or the rules of the Commission, or if required to permit the resale of Redemption Shares by "Affiliates" (as defined in the Securities Act), upon the written request of any Limited Partner holding at least 20,000 Partnership Units, the General Partner agrees to file with the Commission a Registration Statement covering the resale of Redemption Shares by Affiliates or others whose Redemption Shares are all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous or delayed basis pursuant to Rule 415. The Company shall use its best efforts to cause the Registration Statement to be declared effective under the Securities Act as soon as possible but, in any event, no later than the Effectiveness Date, and shall use its best efforts to keep the Registration Statement continuously effective under the Securities Act until the earliest of (i) the date when all Registrable Securities covered by the Registration Statement have been sold, (ii) the date when all registrable Securities covered by the Registration Statement may be sold without volume restrictions pursuant to Rule 144(k), as determined by counsel to the Company pursuant to a written opinion letter to such effect, upon actual receipt by the Holders of a notice from the Company stating that the Company will deliver certificates without restrictive legends upon surrender by the Holders of the existing certificates along with appropriate seller’s and broker’s representation letters, or (iii) with respect to subsequent Holders only, the date two years after the date that the Registration Statement is declared effective by the Commission (the “Effectiveness Period”). (b) If for any reason the Commission does not permit all of the Registrable Securities to be included in the Registration Statement filed pursuant to subsection (a) aboveSection 2(a), provided then the Company shall prepare and file as soon as possible after the date on which the Commission shall indicate as being the first date or time that such filing may be made, but in any event by the General Partner is furnished all information with respect to holders of Redemption Shares required to complete 45th day following such date, an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and have it declared effective by the CommissionRegistration Statement for an offering to be made on a continuous or delayed basis pursuant to Rule 415. The General Partner will Company shall use its best efforts to have the cause each such Registration Statement to be declared effective under the Securities Act. The General Partner need not file a separate Registration StatementAct as soon as possible but, but may file one in any event, no later than the 120th day following the date on which the Company becomes aware that such Registration Statement covering Redemption Shares issuable is required to more than one Limited Partner. The General Partner further agrees to supplement or make amendments to be filed under this Agreement (each Registration Statementsuch 120th day, if required by the rules, regulations or instructions applicable to the registration form utilized by the General Partner or by the Securities Act or rules and regulations thereunder “Effectiveness Date” for such Registration Statement), and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act during the Effectiveness Period. (c) If: (i) a Registration Statement is not filed on or prior to its Filing Date, or (ii) a Registration Statement is not declared effective by the Commission on or prior to its required Effectiveness Date, or (iii) after its Effective Date, such Registration Statement ceases for any reason to be effective and available to the Holders as to all Registrable Securities to which it is required to cover at any time prior to the expiration of its Effectiveness Period for an aggregate of more than 30 consecutive days in any 365 consecutive day period, (any such failure or breach being referred to as an “Event,” and for purposes of clauses (i) or (ii) the date on which such Event occurs, or for purposes of clause (iii) the date which such 30 consecutive day is exceeded, being referred to as “Event Date”), then, in addition to any other rights available to the Holders: (x) on such Event Date the Company shall pay to each Holder an amount in cash, as liquidated damages and not as a penalty, equal to 1.0% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement; and (y) on each monthly anniversary of each such Event Date thereof (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as liquidated damages and not as a penalty, equal to 1.0% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement, provided, that (i) the maximum amount of liquidated damages payable by the Company to such Holder pursuant to this Agreement shall not exceed 10.0% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement and (ii) all periods shall be tolled, with respect to a Holder, by the number of days in excess of five (5) during which such Holder fails to provide the Company with information regarding such Holder which was requested by the Company in writing in order to effect the registration of such Holder’s Registrable Securities. It shall be a condition precedent to the obligations of the Company to pay any liquidated damages pursuant to this Section 2 with respect to the Registrable Securities of any Holder that such Holder shall furnish to the Company such information regarding itself and the Registrable Securities held by it as contemplated by the preceding sentence. If the Company fails to pay any liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 8% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The liquidated damages pursuant to the terms hereof shall apply on a pro rata basis for any portion of a month prior to the cure of an Event and shall be paid on the fifth day after the cure thereof. (d) Each Holder shall comply with the prospectus delivery requirements of the Securities Act in connection with the offer or sale of any Registrable Securities pursuant to the Registration Statement.

Registration. Subject to the terms of any agreement between the General Partner and one or more Limited Partners with respect to Partnership Units held by them: (a) Shelf Registration The Issuer shall keep or cause to be kept the Preferred Share Register in which, subject to such reasonable regulations as it may prescribe, the Preferred Share Registrar shall provide for the registration of holders of, and the registration of transfers and exchanges of, Preferred Shares and Ordinary Shares. The Administrator is hereby initially appointed as agent of the Common StockIssuer to act as the “Preferred Share Registrar” for the purpose of maintaining the Preferred Share Register and registering and recording in the Preferred Share Register the Preferred Shares and transfers of such Preferred Shares as herein provided. Within two weeks prior Upon any resignation or subsequent to the first date upon which the Partnership Units owned by any Limited Partner may be redeemed (or such later date as may be permitted under applicable provisions removal of the Securities Act)Preferred Share Registrar, the General Partner agrees Issuer shall promptly appoint a successor. The Preferred Share Paying Agent shall promptly provide the Preferred Share Registrar with all information necessary to file with prepare and maintain the Commission a shelf registration statement on Form S-3 Preferred Share Register (if the General Partner is eligible to use such form) under Rule 415 of the Securities Act (a "Registration Statement") or any similar rule that may be adopted upon receipt by the Commission, with respect to all of the REIT Shares that may be issued upon redemption of such Partnership Units pursuant to Section 8.05 hereof ("Redemption Shares"Preferred Share Paying Agent thereof). The General Partner will use its best efforts Preferred Share Registrar shall be entitled to have the Registration Statement declared effective under the Securities Act. The General Partner need not file a separate Registration Statement, but may file one Registration Statement covering Redemption Shares issuable rely on such information provided to more than one Limited Partner. The General Partner further agrees to supplement or make amendments to each Registration Statement, if required by the rules, regulations or instructions applicable it pursuant to the registration form utilized by the General Partner or by the Securities Act or rules and regulations thereunder for such Registration Statementpreceding sentence without any liability on its part. (b) If The Preferred Share Paying Agent shall maintain a Registration Statement under subsection (a) above is not available under duplicate share register and shall be entitled to conclusively rely on such duplicate share register for the securities laws or purpose of payment on the rules Preferred Shares. The Preferred Share Paying Agent shall have the right to inspect the Preferred Share Register at all reasonable times and to obtain copies thereof and the Preferred Share Paying Agent shall have the right to rely upon a certificate executed on behalf of such Preferred Share Registrar by an Authorized Officer thereof as to the names and addresses of the Commission, or if required to permit Holders and the resale numbers of Redemption Shares by "Affiliates" (as defined in the Securities Act), upon the written request such Preferred Shares. If either party becomes aware of any Limited Partner holding at least 20,000 Partnership Unitsdiscrepancies between the Preferred Share Register and the duplicate share register, it shall promptly inform the other of the same and the Preferred Share Registrar and the Preferred Share Paying Agent shall cooperatively ensure that the Preferred Share Register and the duplicate share register are reconciled in a timely manner and in any case prior to the next Record Date. Notwithstanding anything to the contrary herein, the General Partner agrees Preferred Share Paying Agent shall have no duty to file with monitor or determine whether any discrepancies exist between the Commission a Registration Statement covering the resale of Redemption Shares by Affiliates or others whose Redemption Shares are not covered by a Registration Statement filed pursuant to subsection (a) above, provided that the General Partner is furnished all information with respect to holders of Redemption Shares required to complete such Registration Statement and have it declared effective by the Commission. The General Partner will use its best efforts to have the Registration Statement declared effective under the Securities Act. The General Partner need not file a separate Registration Statement, but may file one Registration Statement covering Redemption Shares issuable to more than one Limited Partner. The General Partner further agrees to supplement or make amendments to each Registration Statement, if required by the rules, regulations or instructions applicable to the registration form utilized by the General Partner or by the Securities Act or rules and regulations thereunder for such Registration Statementtwo registers.

Registration. Subject to (a) At such time as the terms of any agreement between the General Partner and one or more Limited Partners Company files a Registration Statement with respect to Partnership Units held by them: the Rights Offering, but in any event within ninety (a90) Shelf Registration days of the Common Stock. Within two weeks prior or subsequent to the first date upon which the Partnership Units owned by any Limited Partner may be redeemed (or such later date as may be permitted under applicable provisions of the Securities Act)hereof, the General Partner agrees to Company shall file with the Commission a shelf registration statement Registration Statement on Form S-3 (if under the General Partner is eligible to use such form) Securities Act registering the resale under Rule 415 of under the Securities Act (a "Registration Statement") or any similar rule that may be adopted by the Commission, with respect to of all of the REIT Shares that may be issued upon redemption of such Partnership Units Registrable Securities then outstanding. The Registration Statement shall provide for the resale from time to time, and pursuant to Section 8.05 hereof any method or combination of methods legally available on Form S-3 by the Stockholders of any and all Registrable Securities, such methods of distribution to be provided in writing to the Company no later than seven ("Redemption Shares")7) days prior to the effective date of the Registration Statement with the SEC. The General Partner will Company shall use its reasonable best efforts to have cause the Registration Statement to be declared effective under the Securities ActAct as soon as possible, but in any event, no later than ninety (90) days from the date of filing, and shall use its reasonable best efforts to keep the Registration Statement continuously effective for a period of five (5) years after the Registration Statement first becomes effective, subject to the terms of this Agreement. The General Partner need not file a separate Registration Statement, but may file one Company shall promptly amend such Registration Statement covering Redemption Shares issuable from time to more than one Limited Partner. The General Partner further agrees time to supplement or make amendments to each Registration Statement, if required by include any Registrable Securities that are issued at any time after the rules, regulations or instructions applicable original filing upon written notice to the Company by any Stockholder regarding the request for registration form utilized by the General Partner or by the Securities Act or rules and regulations thereunder for of such Registration Statementnewly issued Registrable Securities. (b) If for any reason the SEC does not permit all of the Registrable Securities to be included in a Registration Statement under subsection (afiled pursuant to Section 1.2(a) above is or Section 1.3 below or for any other reason all Registrable Securities then outstanding are not available under then included in such an effective Registration Statement, then the securities laws Company shall prepare and file as soon as reasonably possible after the date on which the SEC shall indicate as being the first date or the rules of the Commission, or if required to permit the resale of Redemption Shares by "Affiliates" (as defined in the Securities Act), upon the written request of any Limited Partner holding at least 20,000 Partnership Units, the General Partner agrees to file with the Commission a time that such filing may be made an additional Registration Statement covering the resale of Redemption Shares by Affiliates or others whose Redemption Shares are all Registrable Securities not already covered by a an existing and effective Registration Statement filed for an offering to be made on a continuous basis pursuant to subsection (a) above, provided that the General Partner is furnished all information with respect to holders of Redemption Shares required to complete Rule 415. Each such Registration Statement shall provide for the resale from time to time, and have it declared effective pursuant to any method or combination of methods legally available on Form S-3 by the CommissionHolders of any and all Registrable Securities, such methods of distribution to be provided in writing to the Company no later than seven (7) days prior to the effective date of the Registration Statement with the SEC. The General Partner will Company shall use its reasonable best efforts to have cause each such Registration Statement to be declared effective and to keep the Registration Statement declared continuously effective under for a period of five (5) years after the Securities Act. The General Partner need not file a separate Registration Statement, but may file one Registration Statement covering Redemption Shares issuable to more than one Limited Partner. The General Partner further agrees to supplement or make amendments to each Registration Statement, if required by the rules, regulations or instructions applicable to the registration form utilized by the General Partner or by the Securities Act or rules and regulations thereunder for such Registration Statementfirst becomes effective.

Registration. Subject to the terms of any agreement between the General Partner and one or more Limited Partners with respect to Partnership Units held by them: (a) Shelf Registration of the Common Stock. Within two weeks On or prior or subsequent to the first date upon which the Partnership Units owned by any Limited Partner may be redeemed (or such later date as may be permitted under applicable provisions of the Securities Act)Filing Date, the General Partner agrees to file with the Commission a shelf registration statement on Form S-3 (if the General Partner is eligible to use such form) under Rule 415 of the Securities Act (a "Registration Statement") or any similar rule that may be adopted by the Commission, with respect to all of the REIT Shares that may be issued upon redemption of such Partnership Units pursuant to Section 8.05 hereof ("Redemption Shares"). The General Partner will use its best efforts to have the Registration Statement declared effective under the Securities Act. The General Partner need not file a separate Registration Statement, but may file one Registration Statement covering Redemption Shares issuable to more than one Limited Partner. The General Partner further agrees to supplement or make amendments to each Registration Statement, if required by the rules, regulations or instructions applicable to the registration form utilized by the General Partner or by the Securities Act or rules Company shall prepare and regulations thereunder for such Registration Statement. (b) If a Registration Statement under subsection (a) above is not available under the securities laws or the rules of the Commission, or if required to permit the resale of Redemption Shares by "Affiliates" (as defined in the Securities Act), upon the written request of any Limited Partner holding at least 20,000 Partnership Units, the General Partner agrees to file with the Commission a Registration Statement covering the Registrable Securities for a selling stockholder resale of Redemption Shares by Affiliates or others whose Redemption Shares are not covered by offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement filed pursuant shall be on Form S-1 or Form S-3, if the Company is eligible to subsection (a) above, provided that the General Partner is furnished all information with respect to holders of Redemption Shares required to complete such Registration Statement and have it declared effective by the Commissionuse Form S-3. The General Partner will use its best efforts to have Company shall cause the Registration Statement to become effective and remain effective as provided herein. The Company shall use its reasonable commercial efforts to cause the Registration Statement to be declared effective under the Securities ActAct as promptly as possible after the filing thereof, but in any event no later than the Effectiveness Date. The General Partner need not file a separate Registration Statement, but may file one Company shall use its reasonable commercial efforts to keep the Registration Statement covering Redemption Shares issuable to more than one Limited Partner. The General Partner further agrees to supplement or make amendments to each Registration Statement, if required by the rules, regulations or instructions applicable to the registration form utilized by the General Partner or by continuously effective under the Securities Act or rules and regulations thereunder for until the date which is the earlier date of when (i) all Registrable Securities covered by such Registration StatementStatement have been sold or (ii) all Registrable Securities covered by such Registration Statement may be sold immediately without registration under the Securities Act and without volume restrictions pursuant to Rule 144(k), as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders (the “Effectiveness Period”). (b) In no event will the Company be required (i) to pay a penalty for failure to cause the Registration Statement to be declared effective or for failure to cause the Registration Statement to remain effective; and (ii) to pay liquidating damages in connection with the Grant Shares. (c) Within three business days of the Effectiveness Date, the Company shall cause its counsel to issue a blanket opinion in the form attached hereto as Exhibit A, to the transfer agent stating that the shares are subject to an effective registration statement and can be reissued free of restrictive legend upon notice of a sale by the Purchaser and confirmation by the Purchaser that it has complied with the prospectus delivery requirements, provided that the Company has not advised the transfer agent orally or in writing that the opinion has been withdrawn. Copies of the blanket opinion required by this Section 2(c) shall be delivered to the Purchaser within the time frame set forth above.

Registration. Except as provided in this Section 4(b)(i) or in Section 6a(ii), Licensor shall have the sole right to file, prosecute until registration, register, maintain and renew all registrations, applications and reservations of all Source Indicators containing the Marks, which such actions shall be taken at Licensee’s request and expense. Licensor has the sole right to file for any new registrations, applications or reservations of all Source Indicators containing the Marks, but shall not unreasonably refuse, condition or delay to file if requested by Licensee to do so. If Licensor refuses any request by Licensee on such grounds, it shall promptly specify the reasons in sufficient detail to allow Licensee to attempt to cure. Once Licensor has filed for a new registration, application or reservation for the Marks, it shall cause Licensee to be kept apprised of all future required submissions and responses to prosecute, maintain and renew same. Subject to the terms Licensor promptly keeping Licensee apprised of any agreement between the General Partner response and one submission deadlines, Licensee shall provide Licensor with reasonable advance notice of any responses or more Limited Partners submissions it wishes for Licensor to take in this regard, and Licensor shall not unreasonably refuse, condition or delay to take all such actions within a reasonable time after any such notice or allow Licensee to do so in its stead. If (a) Licensee has provided reasonable advance notice in writing, assuming Licensor promptly keeps Licensee apprised of any such response and submission deadline, (b) Licensor unreasonably fails to make any required submission or response to a government agency or registry with respect to Partnership Units held by them: the prosecution, maintenance or renewal of a previously filed application for a ▇▇▇▇, and (ac) Shelf Registration a government agency or registry deadline is imminent, Licensor hereby provides Licensee with a power of attorney (and Licensor will execute any necessary power of attorney in favor of Licensee) solely to complete and file the Common Stock. Within two weeks prior submission or subsequent to the first date upon which the Partnership Units owned by any Limited Partner may be redeemed (or such later date as may be permitted under applicable provisions of the Securities Actresponse referenced in Section 4(b)(i)(b), the General Partner agrees and such power of attorney shall not apply to file with the Commission a shelf registration statement on Form S-3 (if the General Partner is eligible to use such form) under Rule 415 of the Securities Act (a "Registration Statement") any subsequent submissions or any similar rule that may be adopted by the Commission, with respect to all of the REIT Shares that may be issued upon redemption of such Partnership Units pursuant to Section 8.05 hereof ("Redemption Shares"). The General Partner will use its best efforts to have the Registration Statement declared effective under the Securities Act. The General Partner need not file a separate Registration Statement, but may file one Registration Statement covering Redemption Shares issuable to more than one Limited Partner. The General Partner further agrees to supplement or make amendments to each Registration Statement, if required by the rules, regulations or instructions applicable to the registration form utilized by the General Partner or by the Securities Act or rules and regulations thereunder responses for such Registration Statement▇▇▇▇, unless clauses (a)-(c) apply thereto. (b) If a Registration Statement under subsection (a) above is not available under the securities laws or the rules of the Commission, or if required to permit the resale of Redemption Shares by "Affiliates" (as defined in the Securities Act), upon the written request of any Limited Partner holding at least 20,000 Partnership Units, the General Partner agrees to file with the Commission a Registration Statement covering the resale of Redemption Shares by Affiliates or others whose Redemption Shares are not covered by a Registration Statement filed pursuant to subsection (a) above, provided that the General Partner is furnished all information with respect to holders of Redemption Shares required to complete such Registration Statement and have it declared effective by the Commission. The General Partner will use its best efforts to have the Registration Statement declared effective under the Securities Act. The General Partner need not file a separate Registration Statement, but may file one Registration Statement covering Redemption Shares issuable to more than one Limited Partner. The General Partner further agrees to supplement or make amendments to each Registration Statement, if required by the rules, regulations or instructions applicable to the registration form utilized by the General Partner or by the Securities Act or rules and regulations thereunder for such Registration Statement.

Registration. Subject to the terms of any agreement between the General Partner and one or more Limited Partners with respect to Partnership Units held by them: (a) Shelf On or prior to the Filing Date, the Company shall prepare and file with the Commission the Registration Statement covering the resale of all of the Common StockRegistrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. Within The Registration Statement required hereunder shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case the Registration Statement shall be on another appropriate form in accordance herewith). The Registration Statement required hereunder shall contain (except if otherwise directed by the Holders) the “Plan of Distribution” attached hereto as Annex A. The Company shall cause the Registration Statement to become effective and remain effective as provided herein. The Company shall use its commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event not later than the Effectiveness Date, and shall use its commercially reasonable efforts to keep the Registration Statement continuously effective under the Securities Act until the date which is two weeks prior or subsequent to years after the first date upon which the Partnership Units owned by any Limited Partner may be redeemed (Closing Date or such later date as may be permitted under applicable provisions when all Registrable Securities covered by the Registration Statement (a) have been sold pursuant to the Registration Statement or an exemption from the registration requirements of the Securities ActAct or (b) may be sold without volume restrictions pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders (the “Effectiveness Period”). (b) If: (i) a Registration Statement is not filed on or prior to its Filing Date (if the Company files a Registration Statement without affording the Holder the opportunity to review and comment on the same as required by Section 3(a), the General Partner agrees Company shall not be deemed to have satisfied this clause (i)); provided, however, that if a Holder fails to provide the Company with any information that is required to be provided in the Registration Statement with respect to such Holder pursuant to Section 3(k), then the Filing Date shall be extended until two Trading Days following the date of receipt by the Company of such required information, or (ii) the Company fails to file with the Commission a shelf registration statement on Form S-3 (if request for acceleration in accordance with Rule 461 promulgated under the General Partner is eligible to use such form) under Rule 415 Securities Act, within five Trading Days of the Securities Act date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a "Registration Statement"Statement will not be “reviewed,” or not subject to further review, or (iii) or any similar rule that may be adopted prior to the date when such Registration Statement is first declared effective by the Commission, with the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within ten Trading Days after the receipt of comments by or notice from the Commission that such amendment is required in order for a Registration Statement to be declared effective, or (iv) a Registration Statement filed or required to be filed hereunder is not declared effective by the Commission on or before the Effectiveness Date, or (v) after a Registration Statement is first declared effective by the Commission, it ceases for any reason to remain continuously effective as to all Registrable Securities for which it is required to be effective, or the Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities, for in any such cases ten Trading Days (which need not be consecutive days) in the aggregate during any 12-month period (any such failure or breach being referred to as an “Event,” and for purposes of clause (i) or (iv) the date on which such Event occurs, or for purposes of clause (ii) the date on which such five Trading Day period is exceeded, or for purposes of clauses (iii) the date which such ten Trading Day period is exceeded, or for purposes of clause (v) the date on which such ten Trading Day period is exceeded being referred to as “Event Date”), then in addition to any other rights the Holders may have hereunder or under applicable law: (x) on each such Event Date the Company shall pay to each Holder an amount in cash, as liquidated damages and not as a penalty, equal to 2% of the REIT Shares that may be issued upon redemption of aggregate purchase price paid by such Partnership Units Holder pursuant to the Purchase Agreement for any Registrable Securities then held by such Holder; and (y) on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as liquidated damages and not as a penalty, equal to 2% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any Registrable Securities then held by such Holder. If the Company fails to pay any liquidated damages pursuant to this Section 8.05 hereof in full within seven days after the date payable, the Company will pay interest thereon at a rate of 18% per annum ("Redemption Shares")or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The General Partner will use its best efforts liquidated damages pursuant to have the Registration Statement declared effective under terms hereof shall apply on a pro-rata basis for any portion of a month prior to the cure of an Event. (c) If during the Effectiveness Period, the number of Registrable Securities Act. The General Partner need not file at any time exceeds 100% of the number of shares of Common Stock then registered in a separate Registration Statement, then the Company shall file as soon as reasonably practicable but may file one Registration Statement covering Redemption Shares issuable to more than one Limited Partner. The General Partner further agrees to supplement or make amendments to each Registration Statement, if required by the rules, regulations or instructions applicable in any case prior to the registration form utilized by 30th day following the General Partner or by the Securities Act or rules and regulations thereunder for date such Registration Statement. (b) If a Registration Statement under subsection (a) above number is not available under the securities laws or the rules of the Commissionexceeded, or if required to permit the resale of Redemption Shares by "Affiliates" (as defined in the Securities Act), upon the written request of any Limited Partner holding at least 20,000 Partnership Units, the General Partner agrees to file with the Commission a an additional Registration Statement covering the resale of Redemption Shares by Affiliates or others whose Redemption Shares are the Holders of not covered by a Registration Statement filed pursuant less than all of such Registrable Securities and the Company shall use commercially reasonable efforts to subsection (a) above, provided that the General Partner is furnished all information with respect to holders of Redemption Shares required to complete cause such Registration Statement and have it to be declared effective by the Commission. The General Partner will use its best efforts to have the Registration Statement declared effective under the Securities Act. The General Partner need not file a separate Registration Statement, but may file one Registration Statement covering Redemption Shares issuable to more than one Limited Partner. The General Partner further agrees to supplement or make amendments to each Registration Statement, if required by the rules, regulations or instructions applicable to the registration form utilized by the General Partner or by the Securities Act or rules and regulations thereunder for such Registration Statementas soon as reasonably practicable thereafter.

Registration. (a) No later than the Filing Date, the Company shall file with the Commission the Initial Registration Statement relating to the resale by the Holders of all (or such other number as the Commission will permit) of the Registrable Securities. If Form S-3 is not available for the registration of the resale of the Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities on another appropriate form and (ii) undertake to register the Registrable Securities on Form S-3 as soon as such form is available; provided, that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission. Subject to the terms of this Agreement, the Company shall use its best efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act within forty-five (45) days after the filing thereof, but in any agreement between event no later than the General Partner applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holder (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the Holder via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holders within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(g). (b) Notwithstanding the registration obligations set forth in Section 2(a), if the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly inform each of the Holders thereof and use its best efforts to file amendments to the Initial Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering, subject to the provisions of Section 2(e); with respect to filing on Form S-3 or other appropriate form, and subject to the provisions of Section 2(d) with respect to the payment of liquidated damages; provided, however, that prior to filing such amendment, the Company shall be obligated to use diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09. (c) Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 2(d), if the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater portion of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced as follows: i. first, the Company shall reduce or eliminate any securities to be included by any Person other than a Holder; and ii. second, the Company shall reduce Registrable Securities represented by Conversion Shares (applied, in the case that some Conversion Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Conversion Shares held by such Holders). In the event of a cutback hereunder, the Company shall give the Holder at least five (5) Trading Days prior written notice along with the calculations as to such H▇▇▇▇▇’s allotment. In the event the Company amends the Initial Registration Statement in accordance with the foregoing, the Company will use its best efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more Limited Partners with respect registration statements on Form S-3 or such other form available to Partnership Units held by them:register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended. (ad) Shelf Registration Provided, that no event of default exists under the Exchange Agreement or any of the Common Stock. Within two weeks other Transaction Documents, if: (i) the Initial Registration Statement is not filed on or prior or subsequent to the first date upon which Filing Date (if the Partnership Units owned Company files the Initial Registration Statement without providing the Holders the opportunity to review and comment on the same as required by any Limited Partner may be redeemed (or such later date as may be permitted under applicable provisions of the Securities Act)Section 3(a) herein, the General Partner agrees Company shall be deemed to have not satisfied this clause (i)) or (ii) the Company fails to file with the Commission a shelf registration statement request for acceleration of a Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act, within five (5) Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Registration Statement will not be “reviewed” or will not be subject to further review, or (iii) prior to the effective date of a Registration Statement, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within ten (10) calendar days after the receipt of comments by or notice from the Commission that such amendment is required in order for such Registration Statement to be declared effective, or (iv) a Registration Statement registering for resale all of the Registrable Securities is not declared effective by the Commission by the Effectiveness Date of the Initial Registration Statement, or (v) after the effective date of a Registration Statement, such Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in such Registration Statement, or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than ten (10) consecutive calendar days or more than an aggregate of fifteen (15) calendar days (which need not be consecutive calendar days) during any 12-month period (any such failure or breach being referred to as an “Event”, and for purposes of clause (i) thirty (30) calendar days after the date on Form S-3 which such Event occurs, and for purpose of clause (ii), the date on which such five (5) Trading Day period is exceeded, and for purpose of clause (iii) the date which such fifteen (15) calendar day period is exceeded, and for purpose of clause (v) the date on which such ten (10) or fifteen (15) calendar day period, as applicable, is exceeded being referred to as “Event Date”), then, in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date thereafter (if the General Partner is eligible to use applicable Event shall not have been cured by such form) under Rule 415 of the Securities Act (a "Registration Statement"date) or any similar rule pro rata portion thereof, until the applicable Event is cured or sixty (60) calendar days after the applicable Event Date, whichever occurs first, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to the product of two percent (2.0%) multiplied by the Subscription Amount paid by such Holder for the Notes pursuant to the Exchange Agreement less any amount of Notes repaid or converted; provided, that may the maximum amount payable thereunder shall not exceed 4% of the Subscription Amount paid by such Holder pursuant to the Exchange Agreement. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven (7) days after the date payable, the Company will pay interest thereon at a rate of eighteen percent (18%) per annum (or such lesser maximum amount that is permitted to be adopted paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. (e) Notwithstanding anything to the contrary contained herein but subject to comments by the Commission, with respect in no event shall the Company be permitted to all name any Holder or affiliate of a Holder as an underwriter without the REIT Shares that may be issued upon redemption prior written consent of such Partnership Units pursuant to Section 8.05 hereof ("Redemption Shares"). The General Partner will use its best efforts to have the Registration Statement declared effective under the Securities Act. The General Partner need not file a separate Registration Statement, but may file one Registration Statement covering Redemption Shares issuable to more than one Limited Partner. The General Partner further agrees to supplement or make amendments to each Registration Statement, if required by the rules, regulations or instructions applicable to the registration form utilized by the General Partner or by the Securities Act or rules and regulations thereunder for such Registration StatementHolder. (b) If a Registration Statement under subsection (a) above is not available under the securities laws or the rules of the Commission, or if required to permit the resale of Redemption Shares by "Affiliates" (as defined in the Securities Act), upon the written request of any Limited Partner holding at least 20,000 Partnership Units, the General Partner agrees to file with the Commission a Registration Statement covering the resale of Redemption Shares by Affiliates or others whose Redemption Shares are not covered by a Registration Statement filed pursuant to subsection (a) above, provided that the General Partner is furnished all information with respect to holders of Redemption Shares required to complete such Registration Statement and have it declared effective by the Commission. The General Partner will use its best efforts to have the Registration Statement declared effective under the Securities Act. The General Partner need not file a separate Registration Statement, but may file one Registration Statement covering Redemption Shares issuable to more than one Limited Partner. The General Partner further agrees to supplement or make amendments to each Registration Statement, if required by the rules, regulations or instructions applicable to the registration form utilized by the General Partner or by the Securities Act or rules and regulations thereunder for such Registration Statement.

Registration. Subject to the terms of any agreement between the General Partner and one or more Limited Partners with respect to Partnership Units held by them: (a) Shelf Registration of the Common Stock. Within two weeks On or prior or subsequent to the first date upon which the Partnership Units owned by any Limited Partner may be redeemed (or such later date as may be permitted under applicable provisions of the Securities Act)Filing Date, the General Partner agrees to file with the Commission a shelf registration statement on Form S-3 (if the General Partner is eligible to use such form) under Rule 415 of the Securities Act (a "Registration Statement") or any similar rule that may be adopted by the Commission, with respect to all of the REIT Shares that may be issued upon redemption of such Partnership Units pursuant to Section 8.05 hereof ("Redemption Shares"). The General Partner will use its best efforts to have the Registration Statement declared effective under the Securities Act. The General Partner need not file a separate Registration Statement, but may file one Registration Statement covering Redemption Shares issuable to more than one Limited Partner. The General Partner further agrees to supplement or make amendments to each Registration Statement, if required by the rules, regulations or instructions applicable to the registration form utilized by the General Partner or by the Securities Act or rules Company shall prepare and regulations thereunder for such Registration Statement. (b) If a Registration Statement under subsection (a) above is not available under the securities laws or the rules of the Commission, or if required to permit the resale of Redemption Shares by "Affiliates" (as defined in the Securities Act), upon the written request of any Limited Partner holding at least 20,000 Partnership Units, the General Partner agrees to file with the Commission a Registration Statement covering the resale of Redemption Shares by Affiliates or others whose Redemption Shares are all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. Each Registration Statement required to be filed under this Agreement shall be filed on Form S-1 (or on such other form appropriate for such purpose) and contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement, other than as to the characterization of any Holder as an underwriter, which shall not occur unless such Holder consents in writing to such characterization) the “Plan of Distribution” attached hereto as Annex A. The Company shall cause each Registration Statement required to be filed under this Agreement to be declared effective under the Securities Act as soon as possible but, in any event, no later than its Effectiveness Date, and shall use its commercially reasonable efforts to keep each such Registration Statement continuously effective during its entire Effectiveness Period. By 5:00 p.m. (Eastern time) on the Business Day immediately following the Effective Date of each Registration Statement, the Company shall file with the Commission in accordance with Rule 424 under the Securities Act the final prospectus to be used in connection with sales pursuant to such Registration Statement (whether or not such filing is technically required under such Rule). If for any reason other than due solely to SEC Restrictions (as defined below), a Registration Statement is effective but not all outstanding Registrable Securities are registered for resale pursuant thereto, then the Company shall prepare and file by the applicable Filing Date an additional Registration Statement to register the resale of all such unregistered Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. (b) Promptly following any date on which the Company becomes eligible to use a registration statement on Form S-3 to register Registrable Securities for resale, the Company shall file a Registration Statement on Form S-3 covering all Registrable Securities (or a post-effective amendment on Form S-3 to the then effective Registration Statement) and shall cause such Registration Statement to be filed by the Filing Date for such Registration Statement and declared effective under the Securities Act as soon as possible thereafter, but in any event by the Effectiveness Date therefor. Such Registration Statement shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement, other than as to the characterization of any Holder as an underwriter, which shall not occur unless such Holder consents in writing to such characterization) the “Plan of Distribution” attached hereto as Annex A. The Company shall use its commercially reasonable efforts to keep such Registration Statement continuously effective under the Securities Act during the entire Effectiveness Period. By 5:00 p.m. (Eastern time) on the Business Day immediately following the Effective Date of such Registration Statement, the Company shall file with the Commission in accordance with Rule 424 under the Securities Act the final prospectus to be used in connection with sales pursuant to such Registration Statement (whether or not such filing is technically required under such Rule). (c) Notwithstanding anything to the contrary contained in this Section 2, if the Company receives Commission Comments, and following discussions with and responses to the Commission (it being understood that the Company will permit the Holders and counsel to the Holders to review and comment on such responses and any related amendments to the Registration Statement and incorporate any and all reasonable comments of the Holders and counsel to the Holders relating thereto) in which the Company uses its commercially reasonable efforts to cause as many Registrable Securities for as many Holders as possible to be included in the Registration Statement filed pursuant to subsection Section 2(a) without characterizing any Holder as an underwriter unless such Holder consents in writing to such characterization (aand in such regard uses its commercially reasonable efforts to cause the Commission to permit any Holder or its counsel to participate in Commission conversations on such issue together with the Company’s counsel, and timely conveys relevant information concerning such issue with the Holders or their counsel) above(the day that such discussions and responses are concluded shall be referred to as the “Tolling Date”), provided that the General Partner Company is furnished unable to cause the inclusion of all information with respect Registrable Securities, then the Company may, following not less than three (3) Trading Days prior written notice to holders the Holders (i) remove from the Registration Statement such Registrable Securities (the “Cut Back Shares”) and/or (ii) agree to such restrictions and limitations on the registration and resale of Redemption Shares required the Registrable Securities, in each case as the Commission may require in order for the Commission to complete allow such Registration Statement to become effective; provided, that in no event may the Company characterize any Holder as an underwriter unless such Holder consents in writing to such characterization (collectively, the “SEC Restrictions”). Unless the SEC Restrictions otherwise require, any cut-back imposed pursuant to this Section 2(c) shall be allocated among the Registrable Securities of the Holders on a pro rata basis. The required Effectiveness Date for such Registration Statement will be tolled until such time as the Company is able to effect the registration of the Cut Back Shares in accordance with any SEC Restrictions if such Registrable Securities cannot at such time be resold by the Holders thereof without restrictions pursuant to Rule 144 (such date, the “Restriction Termination Date”). From and have it after the Restriction Termination Date, all provisions of this Section 2 shall again be applicable to the Cut Back Shares (which, for avoidance of doubt, retain their character as “Registrable Securities”) if such Registrable Securities cannot at such time be resold by the Holders thereof without volume limitations pursuant to Rule 144 so that the Company will be required to file with and cause to be declared effective by the CommissionCommission such additional Registration Statements in the time frames set forth herein as necessary to ultimately cause to be covered by effective Registration Statements all Registrable Securities. For the avoidance of doubt, the time period starting from the Tolling Date and ending with the Restriction Termination Date shall be excluded in calculating the applicable Effectiveness Date. (d) Each Holder agrees to furnish to the Company a completed Questionnaire in the form attached to this Agreement as Annex B (a “Selling Holder Questionnaire”). The General Partner will use Company shall not be required to include the Registrable Securities of a Holder in a Registration Statement) to any Holder who fails to furnish to the Company a fully completed Selling Holder Questionnaire at least two Trading Days prior to the Filing Date (subject to the requirements set forth in Section 3(a)). (e) If: (i) a Registration Statement is not filed on or prior to its best efforts Filing Date covering the Registrable Securities required under this Agreement to be included therein, or (ii) a Registration Statement is not declared effective by the Commission on or prior to its required Effectiveness Date or if by the first Business Day immediately following the Effective Date in which the Commission accepts filings on its ▇▇▇▇▇ database, the Company shall not have filed a “final” prospectus for the Registration Statement declared with the Commission under Rule 424(b) in accordance with the terms hereof (whether or not such a prospectus is technically required by such Rule), or (iii) after its Effective Date, without regard for the reason thereunder or efforts therefor, such Registration Statement ceases for any reason to be effective and available to the Holders as to all Registrable Securities to which it is required to cover at any time prior to the expiration of its Effectiveness Period for more than an aggregate of 30 Trading Days during any 12-month period, which need not be consecutive (any such failure or breach being referred to as an “Event,” and for purposes of clauses (i) or (ii) the date on which such Event occurs, or for purposes of clause (iii) the date on which such 30 Trading Day-period is exceeded, being referred to as “Event Date”), then in addition to any other rights the Holders may have hereunder or under applicable law: on the last day of each 30-day period after each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to 1.0% of the product obtained by multiplying (x) $1.00 by (y) the number of Registrable Securities Actheld by such Holder (such product being the “Investment Amount”). The General Partner need not file a separate Registration Statement, but may file one Registration Statement covering Redemption Shares issuable parties agree that in no event will the Company be liable for liquidated damages under this Agreement in excess of 1.0% of the Investment Amount in any single month and that the maximum aggregate liquidated damages payable to more than one Limited Partnerthe Holders under this Agreement shall be ten percent (10%) of the Investment Amount. The General Partner further agrees to supplement or make amendments to each Registration Statement, if required by the rules, regulations or instructions applicable partial liquidated damages pursuant to the registration form utilized by terms hereof shall apply on a daily pro-rata basis for any portion of each 30-day period prior to the General Partner or by cure of an Event, and shall cease to accrue (unless earlier cured) upon the Securities Act or rules and regulations thereunder for such Registration Statementexpiration of the Effectiveness Period.

Registration. Subject to the terms of any agreement between the General Partner and one or more Limited Partners with respect to Partnership Units held by them: (a) Shelf Registration Effectiveness Deadline Promptly following the Closing Date (but no later than the earlier of (i) 5 days following the Common Stock. Within two weeks prior or subsequent date the Partnership files a Form 8-K disclosing the financial statements required to be filed pursuant to Rules 3-05 and 11-01 of Regulation S-X promulgated by the Commission and related to the first date upon which Acquisition and (ii) 90 days following the Partnership Units owned by any Limited Partner may be redeemed Closing Date (or such later date as may be permitted under applicable provisions of the Securities Act“Filing Deadline”)), the General Partner agrees to Partnership shall prepare and file with the Commission a shelf registration statement on Form S-3 (if under the General Partner is eligible Securities Act to use such form) under permit the public resale of Registrable Securities from time to time as permitted by Rule 415 of under the Securities Act (a "Registration Statement") or any similar rule that may be adopted by the Commissionprovision then in effect), with respect to all of the REIT Shares that may be issued upon redemption of such Partnership Units pursuant to Section 8.05 hereof Registrable Securities ("Redemption Shares"the “Registration Statement”). The General Partner will use its best efforts to have the Registration Statement declared effective under the Securities Act. The General Partner need not file a separate Registration Statement, but may file one Registration Statement covering Redemption Shares issuable to more than one Limited Partner. The General Partner further agrees to supplement or make amendments to each Registration Statement, if required by the rules, regulations or instructions applicable to the registration form utilized by the General Partner or by the Securities Act or rules and regulations thereunder for such Registration Statement. (b) If a Registration Statement under subsection (a) above is not available under the securities laws or the rules of the Commission, or if required to permit the resale of Redemption Shares by "Affiliates" (as defined in the Securities Act), upon the written request of any Limited Partner holding at least 20,000 Partnership Units, the General Partner agrees to file with the Commission a Registration Statement covering the resale of Redemption Shares by Affiliates or others whose Redemption Shares are not covered by a Registration Statement filed pursuant to subsection this Section 2.01(a) shall be on such appropriate registration form of the Commission as shall be selected by the Partnership so long as it permits the continuous offering of the Registrable Securities pursuant to Rule 415 under the Securities Act (aor any similar provision then in effect) aboveat the then prevailing market prices. The Partnership shall use its commercially reasonable efforts to cause the Registration Statement to become effective on or as soon as practicable after the Filing Deadline. Any Registration Statement shall provide for the resale pursuant to any method or combination of methods legally available to, provided and requested by, the Holders of any and all Registrable Securities covered by such Registration Statement. The Partnership shall use its commercially reasonable efforts to cause the Registration Statement filed pursuant to this Section 2.01(a) to be effective, supplemented and amended to the extent necessary to ensure that it is available for the General Partner is furnished resale of all information with respect to holders of Redemption Shares required to complete Registrable Securities by the Holders until all Registrable Securities covered by such Registration Statement and have it declared effective by ceased to be Registrable Securities (the Commission“Effectiveness Period”). The General Partner Registration Statement when effective (including the documents incorporated therein by reference) will use its best efforts comply as to have form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any prospectus contained in such Registration Statement, in the light of the circumstances under which a statement is made). As soon as practicable following the date that the Registration Statement declared effective under the Securities Act. The General Partner need not file a separate Registration Statementbecomes effective, but may file one Registration Statement covering Redemption Shares issuable to more than one Limited Partner. The General Partner further agrees to supplement or make amendments to each Registration Statementin any event within two Business Days of such date, if required by the rules, regulations or instructions applicable to Partnership shall provide the registration form utilized by Holders with written notice of the General Partner or by effectiveness of the Securities Act or rules and regulations thereunder for such Registration Statement.

Registration. Subject to the terms of any agreement between the General Partner and one or more Limited Partners with respect to Partnership Units held by them: (a) Shelf Registration of No later than the Common Stock. Within two weeks prior or subsequent to the first date upon which the Partnership Units owned by any Limited Partner may be redeemed (or such later date as may be permitted under applicable provisions of the Securities Act)Filing Date, the General Partner agrees to file with the Commission a shelf registration statement on Form S-3 (if the General Partner is eligible to use such form) under Rule 415 of the Securities Act (a "Registration Statement") or any similar rule that may be adopted by the Commission, with respect to all of the REIT Shares that may be issued upon redemption of such Partnership Units pursuant to Section 8.05 hereof ("Redemption Shares"). The General Partner will use its best efforts to have the Registration Statement declared effective under the Securities Act. The General Partner need not file a separate Registration Statement, but may file one Registration Statement covering Redemption Shares issuable to more than one Limited Partner. The General Partner further agrees to supplement or make amendments to each Registration Statement, if required by the rules, regulations or instructions applicable to the registration form utilized by the General Partner or by the Securities Act or rules and regulations thereunder for such Registration Statement. (b) If a Registration Statement under subsection (a) above is not available under the securities laws or the rules of the Commission, or if required to permit the resale of Redemption Shares by "Affiliates" (as defined in the Securities Act), upon the written request of any Limited Partner holding at least 20,000 Partnership Units, the General Partner agrees to Company shall file with the Commission a Registration Statement covering relating to the resale by the Holders of all (or such other number as the Commission will permit) of the Registrable Securities. The Company shall (i) register the resale of Redemption Shares by Affiliates or others whose Redemption Shares are not covered by the Registrable Securities on Form S-1, and (ii) upon written request to the Company from the Holder of a majority of the Registrable Securities, undertake to register the Registrable Securities on Form S-3 as soon as such form is available; provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement filed pursuant to subsection (a) above, provided that on Form S-3 covering the General Partner is furnished all information with respect to holders of Redemption Shares required to complete such Registration Statement and have it Registrable Securities has been declared effective by the Commission. The General Partner will Subject to the terms of this Agreement, the Company shall use its best commercially reasonable efforts to have the cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities ActAct within thirty (30) days after the filing thereof, but in any event no later than the applicable Effectiveness Date, and shall use its commercially reasonable efforts to keep such Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holder (the “Effectiveness Period”). The General Partner need not file Company shall telephonically request effectiveness of a separate Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the second (2nd) Trading Day after the effective date of such Registration Statement, but may file one a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holders within two (2) Trading Days of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(d). (b) Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 2(d), if the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement covering Redemption as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater portion of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced as follows: (i) first, the Company shall reduce or eliminate any securities to be included by any Person other than a Holder; and (ii) second, the Company shall reduce Registrable Securities represented by Conversion Shares issuable (applied, in the case that some Conversion Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Conversion Shares held by such Holder). In the event of a cutback hereunder, the Company shall give the Holders at least seven (7) Trading Days prior written notice along with the calculations as to such Holder’s allotment. In the event the Company amends the Initial Registration Statement in accordance with the foregoing, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more than one Limited Partner. The General Partner further agrees registration statements on Form S-3 or such other form available to supplement or make amendments to each register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended. (c) Provided that no event of default exists under the Purchase Agreement or any of the other Transaction Documents, if: (i) the Initial Registration Statement is not filed on or prior to the Filing Date (if the Company files the Initial Registration Statement without providing the Holders the opportunity to review and comment on the same as required by Section 3(a) herein, the rules, regulations Company shall be deemed to have not satisfied this clause (i)) or instructions applicable (ii) the Company fails to file with the Commission a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to the registration form utilized Securities Act, within five (5) Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the General Partner Commission that such Registration Statement will not be “reviewed” or will not be subject to further review, or (iii) prior to the effective date of a Registration Statement, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Securities Act Commission in respect of such Registration Statement within fifteen (15) calendar days after the receipt of comments by or rules and regulations thereunder notice from the Commission that such amendment is required in order for such Registration Statement to be declared effective, or (iv) a Registration Statement registering for resale all of the Registrable Securities is not declared effective by the Commission by the Effectiveness Date of the Initial Registration Statement, or (v) after the effective date of a Registration Statement, such Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in such Registration Statement, or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than ten (10) consecutive calendar days or more than an aggregate of fifteen (15) calendar days (which need not be consecutive calendar days) during any 12-month period (any such failure or breach being referred to as an “Event”, and for purposes of clause (i) thirty (30) calendar days after the date on which such Event occurs, and for purpose of clause (ii), the date on which such five (5) Trading Day period is exceeded, and for purpose of clause (iii) the date which such fifteen (15) calendar day period is exceeded, and for purpose of clause (v) the date on which such ten (10) or fifteen (15) calendar day period, as applicable, is exceeded being referred to as “Event Date”), then, in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date thereafter (if the applicable Event shall not have been cured by such date) or any pro rata portion thereof, until the applicable Event is cured or ninety (90) calendar days after the applicable Event Date, whichever occurs first, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to the product of one percent (1.0%) multiplied by the aggregate Subscription Amount paid by such Holder pursuant to the Purchase Agreement; provided that the maximum amount payable thereunder shall not exceed four percent (4%) of the aggregate Subscription Amount. If the Company fails to pay any partial liquidated damages pursuant to this Section 2(d) in full within seven (7) Trading Days after the date payable, the Company will pay interest thereon at a rate of eight percent (8%) per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holders, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. (d) Notwithstanding anything to the contrary contained herein but subject to comments by the Commission, in no event shall the Company be permitted to name any Holder or affiliate of a Holder as any Underwriter without the prior written consent of such Holder.

Registration. Subject The Company shall, on or prior to the terms of any agreement between the General Partner Filing Deadline, prepare and one or more Limited Partners with respect to Partnership Units held by them: (a) Shelf Registration of the Common Stock. Within two weeks prior or subsequent to the first date upon which the Partnership Units owned by any Limited Partner may be redeemed (or such later date as may be permitted under applicable provisions of the Securities Act), the General Partner agrees to file with the Commission a shelf registration statement on Form S-3 (if the General Partner is eligible to use such form) under Rule 415 of the Securities Act (a "Registration Statement") or any similar rule that may be adopted by the Commission, with respect to all of the REIT Shares that may be issued upon redemption of such Partnership Units pursuant to Section 8.05 hereof ("Redemption Shares"). The General Partner will use its best efforts to have the Registration Statement declared effective under the Securities Act. The General Partner need not file a separate Registration Statement, but may file one Registration Statement covering Redemption Shares issuable to more than one Limited Partner. The General Partner further agrees to supplement or make amendments to each Registration Statement, if required by the rules, regulations or instructions applicable to the registration form utilized by the General Partner or by the Securities Act or rules and regulations thereunder for such Registration Statement. (b) If a Registration Statement under subsection (a) above is not available under the securities laws or the rules of the Commission, or if required to permit the resale of Redemption Shares by "Affiliates" (as defined in the Securities Act), upon the written request of any Limited Partner holding at least 20,000 Partnership Units, the General Partner agrees to file with the Commission a Registration Statement (the “Initial Registration Statement”) covering the Registrable Securities (assuming, for such purpose of the number of shares to be registered on such Initial Registration Statement, that the Notes are converted in full at the Conversion Price (as defined in the Notes) in effect on the Trading Day immediately prior to the date the Initial Registration Statement is initially filed with the Commission). Each Registration Statement shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith). The Company shall use its commercially reasonable efforts to cause the Initial Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in no event later than the Effectiveness Deadline, and to remain effective continuously throughout the Effectiveness Period. The Company shall promptly notify the Holders via facsimile or electronic mail of Redemption Shares by Affiliates or others whose Redemption Shares are not covered by a “.pdf” format data file of the effectiveness of a Registration Statement filed pursuant to subsection within one (a1) abovebusiness day of the Effective Date. The Company shall, provided that by 9:30 a.m. New York City time on the General Partner is furnished all information first business day after the Effective Date, file a final Prospectus with respect to holders of Redemption Shares required to complete such Registration Statement and have it declared effective by the Commission, as required by Rule 424(b) of the Securities Act. The General Partner will Notwithstanding the registration obligations set forth in this Article 2, in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale on a single registration statement, the Company agrees to promptly (i) inform each of the Holders thereof, (ii) use its best efforts to have file amendments to the Registration Statement declared effective under as required by the Securities Act. The General Partner need not Commission and/or (iii) withdraw the Registration Statement and file a separate new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, but may file one the Company shall be obligated to use its commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the Commission guidance. In the event the Company amends the Initial Registration Statement covering Redemption Shares issuable to more than one Limited Partner. The General Partner further agrees to supplement or make amendments to each files a New Registration Statement, if required as the case may be, under clauses (ii) or (iii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by the rules, regulations Commission or instructions applicable Commission guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form utilized by available to register for resale those Registrable Securities that were not registered for resale on the General Partner or by the Securities Act or rules and regulations thereunder for such Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”).

Registration. Subject to the terms of any agreement between the General Partner and one or more Limited Partners with respect to Partnership Units held by them: (a) Shelf Registration of the Common Stock. Within two weeks prior or subsequent to the first date upon which the Partnership Units owned by any Limited Partner may be redeemed (or such later date as may be permitted under applicable provisions of the Securities Act), the General Partner agrees to file with the Commission a shelf registration statement on Form S-3 (if the General Partner is eligible to use such form) under Rule 415 of the Securities Act (a "Registration Statement") or any similar rule that may be adopted by the Commission, with respect to all of the REIT Shares that may be issued upon redemption of such Partnership Units pursuant to Section 8.05 hereof ("Redemption Shares"). The General Partner will use its best efforts to have the Registration Statement declared effective under the Securities Act. The General Partner need not file a separate Registration Statement, but may file one Registration Statement covering Redemption Shares issuable to more than one Limited Partner. The General Partner further agrees to supplement or make amendments to each Registration Statement, if required by the rules, regulations or instructions applicable to the registration form utilized by the General Partner or by the Securities Act or rules Company shall prepare and regulations thereunder for such Registration Statement. (b) If a Registration Statement under subsection (a) above is not available under the securities laws or the rules of the Commission, or if required to permit the resale of Redemption Shares by "Affiliates" (as defined in the Securities Act), upon the written request of any Limited Partner holding at least 20,000 Partnership Units, the General Partner agrees to file with the Commission a Registration Statement covering the Registrable Securities for a selling stockholder resale of Redemption Shares by Affiliates or others whose Redemption Shares are not covered by offering to be made on a continuous basis pursuant to Rule 415. The Company shall file each Registration Statement filed pursuant no later than the Filing Date and use commercially reasonable efforts to subsection (a) above, provided that the General Partner is furnished all information with respect to holders of Redemption Shares required to complete such cause each Registration Statement and have it declared effective by the Commission. The General Partner will use its best efforts to have the Registration Statement be declared effective under the Securities ActAct as promptly as possible after the filing thereof. The General Partner need Company shall use its reasonable commercial efforts to keep each Registration Statement continuously effective under the Securities Act until the date which is the earlier date of when: (i) all Registrable Securities covered by such Registration Statement have been sold; or (ii) all Registrable Securities covered by such Registration Statement may be sold without volume limitations under the Securities Act pursuant to Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holder (each, an “Effectiveness Period”). (b) Within three business days of the Effectiveness Date, the Company shall cause its counsel to issue a blanket opinion to the Company’s transfer agent stating that the shares are subject to an effective registration statement and can be reissued free of restrictive legend upon notice of a sale by the Holder and confirmation by the Holder that it has complied with the prospectus delivery requirements, provided that the Company has not advised the transfer agent orally or in writing that the opinion has been withdrawn. Copies of the blanket opinion required by this Section 2(b) shall be delivered to the Holder within the time frame set forth above. (c) The Company may require Purchaser of Registrable Securities as to which any registration is being effected to furnish to the Company, within ten (10) calendar days after written request therefor has been made by the Company, such information regarding the distribution of Purchaser’s Registrable Securities as is required by law to be disclosed in the Registration Statement (the “Requisite Information”). (d) Each Holder covenants and agrees that it will comply with the prospectus delivery requirements of the Securities Act as applicable to it in connection with sales of Registrable Securities pursuant to any Registration Statement. No Holder shall be entitled to use the Prospectus if Purchaser shall have failed to furnish the information required by this Section 2, and such information with respect to Purchaser shall have been included in the Prospectus, unless the Company shall have failed timely to fulfill its obligations under this Section. If any information furnished to the Company by a Holder for inclusion in a Registration Statement or the Prospectus becomes materially misleading, Purchaser agrees (i) to furnish promptly to the Company all information required to be disclosed in such Registration Statement in order to make the information previously furnished to the Company not materially misleading and (ii) to stop selling or offering for sale Registrable Securities pursuant to the Registration Statement until Purchaser’s receipt of the copies of a supplemented or amended Prospectus correcting such disclosure. The Company shall have no obligation to keep a Prospectus usable with respect to a particular Holder or to give notice that a Prospectus is not usable by Purchaser to the extent such Prospectus is not usable by Purchaser because current Requisite Information with respect to Purchaser is not included therein because Purchaser has not provided such information to the Company in accordance with this Section 2(c). (e) Notwithstanding any other provision of this Agreement, if any Commission guidance sets forth a limitation on the number of shares of the Company’s capital stock to be registered in the Registration Statement), the number of Shares to be registered on such Registration Statement will be reduced without penalty to the Company. The Company shall file a separate new registration statement as soon as reasonably practicable covering the resale by Purchaser of not less than the number of shares of such Shares that are not registered in the Registration Statement, but may file one Registration Statement covering Redemption Shares issuable to more than one Limited Partner. The General Partner further agrees to supplement or make amendments to each Registration Statement. (f) Notwithstanding the foregoing obligations in this Section 2, if required the Company furnishes to Purchaser a certificate signed by the rules, regulations or instructions applicable Company’s Chief Executive Officer stating that in the good faith judgment of the Board of Directors it would be materially detrimental to the Company and its stockholders for such registration form utilized by statement to either become effective or remain effective for as long as such registration statement otherwise would be required to remain effective, because such action would: (a) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the General Partner Company; (b) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or by (c) render the Company unable to comply with requirements under the Securities Act or rules Exchange Act, then the Company shall have the right to defer taking action with respect to such filing, and regulations thereunder any time periods with respect to filing or effectiveness thereof shall be tolled correspondingly, for a period of not more than one hundred twenty (120) days after the certificate is delivered to Purchaser; provided, however, that (i) the Company may not invoke this right more than once in any twelve (12) month period and (ii) the Company shall not register any securities for its own account or that of any other stockholder during such period. (g) Each Holder agrees by its acquisition of such Registrable Securities that, upon receipt of a notice from the Company of the occurrence of a Discontinuation Event (as defined below), Purchaser will forthwith discontinue disposition of such Registrable Securities under the applicable Registration Statement until Purchaser’s receipt of the copies of the supplemented Prospectus and/or amended Registration Statement or until it is advised in writing (the “Advice”) by the Company that the use of the applicable Prospectus may be resumed, and, in either case, has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Registration Statement. The Company may provide appropriate stop orders to enforce the provisions of this paragraph. For purposes of this Agreement, a “Discontinuation Event” shall mean: (i) when the Commission notifies the Company whether there will be a “review” of such Registration Statement and whenever the Commission comments in writing on such Registration Statement; (ii) any request by the Commission or any other Federal or state governmental authority for amendments or supplements to such Registration Statement or Prospectus or for additional information; (iii) the issuance by the Commission of any stop order suspending the effectiveness of such Registration Statement covering any or all of the Registrable Securities or the initiation of any Proceedings for that purpose; (iv) the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any Proceeding for such purpose; and/or (v) the occurrence of any event or passage of time that makes the financial statements included in such Registration Statement ineligible for inclusion therein or any statement made in such Registration Statement or Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to such Registration Statement, Prospectus or other documents so that, in the case of such Registration Statement or Prospectus, as the case may be, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

Registration. Subject (a) The Company shall prepare and file with the United States Securities and Exchange Commission (the “SEC”), on or before the fifteenth calendar day following the Initial Exercise Date (the “Filing Due Date”), a Registration Statement for an offering to be made on a continuous shelf basis following the date of effectiveness covering the resale of the Registrable Securities by the Holder (the “Registration Statement”). The Registration Statement shall be on Form S-3 under the Securities Act or another appropriate form selected by the Company permitting registration of the resale of the Registrable Securities by the Holder from time to time. The Company shall use its “Best Efforts” to cause the Registration Statement to become effective pursuant to the terms Securities Act as soon as practicable. Notwithstanding the foregoing, if the Company shall furnish to the Holder a certificate signed by the Chief Executive Officer or Chief Financial Officer of any agreement between the General Partner Company stating that, in the good faith judgment of the Company’s Board of Directors, it would be seriously detrimental to the Company and one or more Limited Partners its shareholders for such Registration Statement to be filed and it is therefore essential to defer the filing of such Registration Statement, the Company shall have the right to defer taking action with respect to Partnership Units held by them:such filing for a period of not more than 90 days after the Filing Due Date. (ab) Shelf The Registration of the Common Stock. Within two weeks prior or subsequent Statement shall not be deemed to the first date upon which the Partnership Units owned by any Limited Partner may be redeemed (or such later date as may be permitted have become effective under applicable provisions of the Securities Act), the General Partner agrees to file with the Commission a shelf registration statement on Form S-3 (if the General Partner is eligible to use such form) under Rule 415 of the Securities Act (a "Registration Statement"i) or any similar rule that may be adopted by the Commission, with respect to all of the REIT Shares that may be issued upon redemption of such Partnership Units pursuant to Section 8.05 hereof ("Redemption Shares"). The General Partner will use its best efforts to have the Registration Statement unless it has been filed and has been declared effective under the Securities Act. The General Partner need not file a separate Registration Statement, but may file one Registration Statement covering Redemption Shares issuable to more than one Limited Partner. The General Partner further agrees to supplement or make amendments to each Registration Statement, if required Act by the rules, regulations or instructions applicable SEC and remains effective pursuant to the registration form utilized by the General Partner or by the Securities Act or rules and regulations thereunder for such Registration Statement. (b) If a Registration Statement under subsection (a) above is not available under the securities laws or the rules of the Commission, or if required to permit the resale of Redemption Shares by "Affiliates" (as defined in the Securities Act), upon the written request of any Limited Partner holding at least 20,000 Partnership Units, the General Partner agrees to file with the Commission a Registration Statement covering the resale of Redemption Shares by Affiliates or others whose Redemption Shares are not covered by a Registration Statement filed pursuant to subsection (a) above, provided that the General Partner is furnished all information with respect to holders the disposition of Redemption Shares required all Registrable Securities on a continuous shelf basis until all such Registrable Securities are sold or cease to complete be Registrable Securities, or (ii) if the offering of the Registrable Securities pursuant to such Registration Statement and have it declared effective is interfered with by any stop order, cease trade order, injunction or other order or requirement of the SEC or any other governmental agency, court or stock exchange, other than by reason of some act or omission by the Commission. The General Partner will use its best efforts to have the Registration Statement declared effective under the Securities Act. The General Partner need not file a separate Registration Statement, but may file one Registration Statement covering Redemption Shares issuable to more than one Limited Partner. The General Partner further agrees to supplement or make amendments to each Registration Statement, if required by the rules, regulations or instructions applicable to the registration form utilized by the General Partner or by the Securities Act or rules and regulations thereunder for such Registration StatementHolder.

Registration. Subject to the terms of any agreement between the General Partner and one or more Limited Partners with respect to Partnership Units held by them: (a) Shelf Registration of Buyer Parent shall use its commercially reasonable efforts to prepare and file, within ten (10) business days following the Common Stock. Within two weeks prior or subsequent to the first date upon which the Partnership Units owned by any Limited Partner may be redeemed (or such later date as may be permitted under applicable provisions of the Securities Act)Closing, the General Partner agrees to file with the Commission a shelf registration statement on Form S-3 (if with the General Partner is eligible to use such form) under Rule 415 SEC covering the resale of the Securities Act shares of Buyer Parent's common stock issued to the Seller as the Purchase Price (a the "Registration Statement") or any similar rule that may be adopted by ), and Buyer Parent shall use its commercially reasonable efforts to cause such Registration Statement to become effective as promptly as practicable after filing and shall maintain the Commission, with respect to all continuous effectiveness of such Registration Statement (and the current status of the REIT Shares prospectus or prospectuses continued therein) until the one (1) year anniversary of the Closing Date provided that may Seller furnish to Buyer Parent such information regarding Seller as required by law to be issued upon redemption disclosed therein and only so long as such shares have not been sold to or through a broker or dealer or underwriter in a public distribution or a sale pursuant to Rule 144. The costs and expenses associated with the preparing and filing of such Partnership Units pursuant to Section 8.05 hereof ("Redemption Shares"). The General Partner will use its best efforts to have the Registration Statement declared effective under the Securities Act. The General Partner need not file a separate Registration Statement, but may file one Registration Statement covering Redemption Shares issuable to more than one Limited Partner. The General Partner further agrees to supplement or make amendments to each Registration Statement, if required shall be borne by the rules, regulations or instructions applicable to the registration form utilized by the General Partner or by the Securities Act or rules and regulations thereunder for such Registration StatementBuyer Parent. (b) If Buyer Parent shall determine pursuant to the reasonable and good faith judgment of its Chief Financial Officer, or alternatively, the Board of Directors of Buyer Parent, that it would be significantly harmful to Buyer Parent and its stockholders for resales of such Buyer Parent's common stock to be made pursuant to the Registration Statement, due to (i) the existence of a material development or potential material development with respect to or involving Buyer Parent which Buyer Parent would be obligated to disclose in the prospectus contained in the Registration Statement under subsection (a) above is not available under the securities laws "Prospectus"), which disclosure would in the good faith judgment of the Chief Financial Officer or the rules Board of Directors of Buyer Parent be premature or otherwise inadvisable at such time and would not be in the best interests of Buyer Parent and its stockholders, or (ii) the occurrence of any event that makes any statement made in such Registration Statement or related Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or which requires the making of any changes in the Registration Statement or Prospectus so that it will not contain any untrue statement of a material fact required to be stated therein or necessary to make the statements therein not misleading or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the Commissioncircumstances under which they were made, not misleading, then Buyer Parent shall deliver a certificate in writing to Seller to the effect of the foregoing and, upon receipt of such certificate, the use of the Registration Statement and Prospectus will be deferred or suspended and will not recommence until (1) Seller's receipt from Buyer Parent of copies of the supplemented or amended Prospectus, or (2) Seller is advised in writing by Buyer Parent that the Prospectus may be used. Buyer Parent will use its reasonable best efforts to ensure that the use of the Registration Statement and Prospectus may be resumed, as soon as practicable and, in the case of a pending development or event referred to in (i) above, as soon, in the judgment of Buyer Parent, as disclosure of the material information relating to such pending development would not have a material adverse effect on Buyer Parent's ability to consummate the transaction, if required any, to permit which such development relates. Notwithstanding anything to the contrary in this Agreement, Buyer Parent's ability to defer or suspend the use of the Registration Statement and Prospectus shall not be available to Buyer Parent more than twice in any twelve month period and shall not exceed forty-five days on each such occasion. (c) In the event of a distribution or transfer of such shares of Buyer Parent common stock by Seller to holders of its preferred stock or creditors in compliance with the Securities Act and Section 1.3(b) hereof, Buyer Parent shall, if requested by Seller, within twenty business days of such request, provided that Seller shall only be entitled to one such request in each calendar quarter, amend the Registration Statement to cover the resale of Redemption Shares such shares of Buyer Parent common stock by "Affiliates" (such holders of preferred stock or creditors provided that each such holder of preferred stock or creditor furnish to Buyer Parent such information regarding such holder of preferred stock or creditor as defined required by law to be disclosed in the Securities Act), upon the written request of any Limited Partner holding at least 20,000 Partnership Units, the General Partner agrees to file with the Commission a Registration Statement covering the resale of Redemption Shares by Affiliates or others whose Redemption Shares are not covered by a Registration Statement filed pursuant to subsection (a) above, provided that the General Partner is furnished all information with respect to holders of Redemption Shares required to complete such Registration Statement and have it declared effective requested by the Commission. The General Partner will use its best efforts to have the Registration Statement declared effective under the Securities Act. The General Partner need not file a separate Registration StatementBuyer Parent, but may file one Registration Statement covering Redemption Shares issuable to more than one Limited Partner. The General Partner further agrees to supplement such holders of preferred stock or make amendments to each Registration Statement, if required by the rules, regulations or instructions applicable creditors shall also be subject to the registration form utilized by the General Partner restrictions set forth in Section 5.16(b) thereof as though each such holder of preferred stock or by the Securities Act or rules creditor was Seller, and regulations thereunder for such Registration StatementSeller shall have complied with Section 5.15 hereof.

Registration. Subject to the terms of any agreement between the General Partner and one or more Limited Partners (a) The Company shall file a registration statement with respect to Partnership Units held by them: (a) Shelf each Demand Registration of the Common Stock. Within two weeks prior or subsequent to the first date upon which the Partnership Units owned by any Limited Partner may be redeemed (or such later date as may be permitted under applicable provisions of the Securities Act), the General Partner agrees to file with the Commission a shelf registration statement on Form S-3 (if the General Partner is eligible to use such form) under Rule 415 of the Securities Act (a "Registration Statement") or any similar rule that may be adopted by the Commission, with respect to all of the REIT Shares that may be issued upon redemption of such Partnership Units pursuant to Section 8.05 hereof ("Redemption Shares"). The General Partner will and use its best efforts to cause the same to be declared effective as promptly as practicable following such Demand, but not later than one hundred twenty (120) days thereafter. Unless all of the Registrable Shares covered by the registration statement have earlier been sold or withdrawn from sale, the Company shall keep any such Registration Statement effective for a period of at least one hundred eighty (180) days after such registration statement is first declared effective plus a period equal to (x) any period during which the Selling Holders are prohibited from making sales because of any stop order, injunction or other order or requirement of the Commission or any other governmental agency or court plus (y) any Demand Suspension Period (as defined below) plus (z) any holdback period pursuant to Section 4.5 that occurs while the registration statement is effective (the “Demand Period”), and a registration will not count as a Demand Registration unless it is declared effective by the Commission and remains effective until the earlier of such time as all of the Registrable Shares included in such registration have been sold or disposed of or withdrawn from sale by the Selling Holders or the expiration of the Demand Period or, if the registration remains effective for a shorter period, the Selling Holders have sold at least ninety percent (90%) of their Registrable Shares included in such Demand Registration. (b) In addition, a request for registration shall not be deemed to constitute a Demand Registration if: (i) the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such Demand Registration are not satisfied other than by reason of some act or omission by the applicable Green Parties; (ii) the Company voluntarily takes any action that would result in the Selling Holders not being able to sell such Registrable Shares covered thereby during the Demand Period; (iii) after it has become effective, such Demand Registration becomes subject to any stop order, injunction or other order or requirement of the Commission or other governmental agency or court and such order, injunction or requirement is not promptly withdrawn or lifted, and such Demand Registration has not otherwise remained effective for the Demand Period (including effective periods both before and after the order, injunction or requirement is made or imposed); or (iv) such Demand Registration does not involve an underwritten offering and the Green Parties determine not to proceed following any delay imposed hereunder by the Company; provided, however, that prior to such a delay under this clause (iv), the Securities ActGreen Parties that are Selling Holders have not sold more than eighty percent (80%) of the Registrable Shares included in such Demand Registration. (c) Notwithstanding the foregoing, the Company may, at any time, delay the filing or delay or suspend the effectiveness of the Demand Registration or, without suspending such effectiveness, instruct the Selling Holders not to sell any securities included in the Demand Registration, if the Company shall have determined in good faith (as evidenced by a resolution of the Board delivered to the Selling Holders) that proceeding with the Demand Registration at such time may have a material adverse effect on the Company or the Company shall have determined upon the advice of counsel that it would be required to disclose any actions taken by the Company in good faith and for valid business reasons, including without limitation, the acquisition or divestiture of assets, which disclosure may have a material adverse effect on the Company or on such actions (a “Demand Suspension Period”), by providing the Selling Holders with written notice of such Demand Suspension Period and the reasons therefor. The General Partner need not file Company shall use its best efforts to provide such notice at least ten (10) days prior to the commencement of such a separate Registration StatementDemand Suspension Period; provided, but may file one Registration Statement covering Redemption Shares issuable to more however, that in any event the Company shall provide such notice no later than one Limited Partner. the commencement of such Demand Suspension Period; and provided, further, that in no event shall the Demand Suspension Periods exceed ninety (90) days in any 12 month period. (d) The General Partner Company further agrees to supplement or make amendments amend the registration statement with respect to each Registration Statementsuch Demand Registration, if as required by the rules, regulations or instructions applicable to the registration form utilized by the General Partner Company or by the Securities Act or rules and regulations thereunder for such Registration Statement. as reasonably requested (b) If a Registration Statement under subsection (a) above is not available under the securities laws or the rules of the Commission, or if required to permit the resale of Redemption Shares by "Affiliates" (as defined which request shall result in the Securities Act)filing of a supplement or amendment subject to approval thereof by the Company, upon which approval shall not be unreasonably withheld) by any Selling Holder or any managing underwriter of Registrable Shares to which such Demand Registration relates, and the written request Company agrees to furnish to the Selling Holders (and any managing underwriter) copies, in substantially the form proposed to be used and/or filed, of any Limited Partner holding at least 20,000 Partnership Units, the General Partner agrees such supplement or amendment prior to file its being used and/or filed with the Commission a Registration Statement covering the resale of Redemption Shares by Affiliates or others whose Redemption Shares are not covered by a Registration Statement filed pursuant to subsection (a) above, provided that the General Partner is furnished all information with respect to holders of Redemption Shares required to complete such Registration Statement and have it declared effective by the Commission. The General Partner will use its best efforts to have the Registration Statement declared effective under the Securities Act. The General Partner need not file a separate Registration Statement, but may file one Registration Statement covering Redemption Shares issuable to more than one Limited Partner. The General Partner further agrees to Company shall amend or supplement or make amendments to each Registration Statement, if required by the rules, regulations or instructions applicable to the registration form utilized statement with respect to such Demand Registration no less frequently than every forty five (45) days to update the list of Selling Holders pursuant to written requests by the General Partner or by the Securities Act or rules and regulations thereunder for such Registration StatementSelling Holders.

Registration. Subject to Assuming the terms accuracy of any agreement between the General Partner and one or more Limited Partners with respect to Partnership Units held by them: (a) Shelf Registration each of the Common Stock. Within two weeks prior or subsequent to the first date upon which the Partnership Units owned by any Limited Partner may be redeemed (or such later date as may be permitted under applicable provisions representations and warranties of the Securities Act)Holder herein, the General Partner agrees to file with issuance by the Commission a shelf registration statement on Form S-3 (if the General Partner is eligible to use such form) under Rule 415 Company of the New Securities Act (a "Registration Statement") or any similar rule that may be adopted by the Commission, with respect to all of the REIT Shares that may be issued upon redemption of such Partnership Units pursuant to Section 8.05 hereof ("Redemption Shares"). The General Partner will use its best efforts to have the Registration Statement declared effective is exempt from registration under the Securities Act. The General Partner need not file Company has prepared and filed a separate registration statement (Registration No. 333-221351) (the “Registration Statement”) in conformity with the requirements of the Securities Act, but which became effective on December 1, 2017 (the “Warrant Effective Date”), including a prospectus, dated December 5, 2017 (the “Prospectus”) for, among other things, the resale by the Holder of the Cash Warrant Shares, and such amendments and supplements thereto as may file one have been required to the date of this Agreement. The Registration Statement covering Redemption Shares issuable to more than one Limited Partner. The General Partner further agrees to supplement or make amendments to each Registration Statement, if required by the rules, regulations or instructions applicable to the registration form utilized by the General Partner or by is effective under the Securities Act and no stop order preventing or rules and regulations thereunder for such Registration Statement. (b) If a suspending the effectiveness of the Registration Statement under subsection (a) above is not available under or suspending or preventing the securities laws or the rules use of the Commission, or if required to permit the resale of Redemption Shares Prospectus has been issued by "Affiliates" (as defined in the Securities Act), upon the written request of any Limited Partner holding at least 20,000 Partnership Units, the General Partner agrees to file with the Commission a Registration Statement covering and no proceedings for that purpose have been instituted or, to the resale knowledge of Redemption Shares by Affiliates or others whose Redemption Shares the Company, are not covered by a Registration Statement filed pursuant to subsection (a) above, provided that the General Partner is furnished all information with respect to holders of Redemption Shares required to complete such Registration Statement and have it declared effective threatened by the Commission. The General Partner will use its best efforts to have At the time the Registration Statement declared and any amendments thereto became effective under and at the Securities Act. The General Partner need not file a separate Registration Statementdate of this Agreement, but may file one the Registration Statement covering Redemption Shares issuable to more than one Limited Partner. The General Partner further agrees to supplement or make and any amendments to each Registration Statement, if required by the rules, regulations or instructions applicable thereto conformed and will conform in all material respects to the registration form utilized by the General Partner or by requirements of the Securities Act and did not and will not contain any untrue statement of a material fact or rules omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and regulations thereunder for such the Prospectus and any amendments or supplements thereto, at the time the Prospectus or any amendment or supplement thereto was issued and as of the date hereof, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company was at the time of the filing of the Registration StatementStatement eligible to use Form S-3.

Registration. Subject to the terms of any agreement between the General Partner and one or more Limited Partners with respect to Partnership Units held by them: (a) Shelf Registration of the Common Stock. Within two weeks On or prior or subsequent to the first date upon which the Partnership Units owned by any Limited Partner may be redeemed (or such later date as may be permitted under applicable provisions of the Securities Act)each Filing Date, the General Partner agrees to file with the Commission a shelf registration statement on Form S-3 (if the General Partner is eligible to use such form) under Rule 415 of the Securities Act (a "Registration Statement") or any similar rule that may be adopted by the Commission, with respect to all of the REIT Shares that may be issued upon redemption of such Partnership Units pursuant to Section 8.05 hereof ("Redemption Shares"). The General Partner will use its best efforts to have the Registration Statement declared effective under the Securities Act. The General Partner need not file a separate Registration Statement, but may file one Registration Statement covering Redemption Shares issuable to more than one Limited Partner. The General Partner further agrees to supplement or make amendments to each Registration Statement, if required by the rules, regulations or instructions applicable to the registration form utilized by the General Partner or by the Securities Act or rules Company shall prepare and regulations thereunder for such Registration Statement. (b) If a Registration Statement under subsection (a) above is not available under the securities laws or the rules of the Commission, or if required to permit the resale of Redemption Shares by "Affiliates" (as defined in the Securities Act), upon the written request of any Limited Partner holding at least 20,000 Partnership Units, the General Partner agrees to file with the Commission a Registration Statement covering the resale of Redemption Shares by Affiliates or others whose Redemption Shares all of the Registrable Securities that are not covered by then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. Each Registration Statement filed hereunder shall be on Form S-1 and shall contain substantially the “Plan of Distribution” attached hereto as Annex A; provided, however, that no Holder shall be required to be named as an “underwriter” without such Holder’s express prior written consent. Subject to the terms of this Agreement, the Company shall use its best efforts to cause a Registration Statement filed pursuant under this Agreement to subsection (a) abovebe declared effective under the Securities Act as promptly as possible after the filing thereof, provided that but in any event no later than the General Partner is furnished all information with respect applicable Effectiveness Date, and shall use its best efforts to holders of Redemption Shares required to complete keep such Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and have it declared without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holders (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. (New York City time) on a Trading Day. The Company shall, by 9:30 a.m. (New York City time) on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. (b) Notwithstanding the registration obligations set forth in Section 2(a), if the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-1 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that, prior to filing such amendment, the Company shall be obligated to use diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09. (c) Notwithstanding any other provision of this Agreement, if the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater portion of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced as follows: a. First, the Company shall reduce or eliminate any securities to be included other than Registrable Securities; and b. Second, the Company shall reduce Registrable Securities applied, in the case that some Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares held by such Holders). The General Partner In the event the Company amends the Initial Registration Statement in accordance with the foregoing, the Company will use its best efforts to have file with the Registration Statement declared effective under Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-1 or such other form available to register for resale those Registrable Securities Act. The General Partner need that were not file a separate registered for resale on the Initial Registration Statement, but may file one Registration Statement covering Redemption Shares issuable to more than one Limited Partneras amended. The General Partner further agrees to supplement or make amendments to each Registration Statement, if required by the rules, regulations or instructions applicable Notwithstanding anything to the registration form utilized by contrary contained herein, in no event shall the General Partner Company be permitted to name any Holder or by affiliate of a Holder as any Underwriter without the Securities Act or rules and regulations thereunder for prior written consent of such Registration StatementHolder.

Registration. Subject to the terms of any agreement between the General Partner and one or more Limited Partners with respect to Partnership Units held by them: (a) Shelf Registration of the Common Stock. Within two weeks prior or subsequent to the first date upon which the Partnership Units owned by any Limited Partner may be redeemed (or such later date as may be permitted under applicable provisions of the Securities Act), the General Partner agrees to file with the Commission a shelf registration statement on Form S-3 (if the General Partner is eligible to use such form) under Rule 415 of the Securities Act (a "Registration Statement") or any similar rule that may be adopted by the Commission, with respect to all of the REIT Shares that may be issued upon redemption of such Partnership Units pursuant to Section 8.05 hereof ("Redemption Shares"). The General Partner will use its best efforts to Purchaser shall have the Registration Statement declared effective under right to request that the Securities Act. The General Partner need not file a separate Registration StatementCompany, but may file one Registration Statement covering Redemption Shares issuable to more than one Limited Partner. The General Partner further agrees to supplement or make amendments to each Registration Statementand upon such request the Company shall, if required by the rules, regulations or instructions applicable to the registration form utilized by the General Partner or by the Securities Act or rules prepare and regulations thereunder for such Registration Statement. (b) If a Registration Statement under subsection (a) above is not available under the securities laws or the rules of the Commission, or if required to permit the resale of Redemption Shares by "Affiliates" (as defined in the Securities Act), upon the written request of any Limited Partner holding at least 20,000 Partnership Units, the General Partner agrees to file with the Commission a Registration Statement covering the resale of Redemption Shares all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415, (i) no earlier than one hundred and twenty (120) days following the payment by Affiliates Purchaser of the entire Purchase Price, or others whose Redemption Shares are not covered by (ii) no earlier than two hundred and seventy (270) days following a Payment Failure Termination Event. The Registration Statement filed pursuant shall be on Form S-3 (except if the Company is not then eligible to subsection register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith). (ab) above, provided that The Company shall use commercially reasonable efforts to cause the General Partner is furnished all information with respect to holders of Redemption Shares required to complete such Registration Statement and have it to be declared effective by the Commission. The General Partner will use its best efforts Commission as promptly as reasonably practicable after the filing thereof, and to have keep the Registration Statement declared continuously effective under the Securities Act. The General Partner need not file a separate Registration Statement, but may file one Act until the second anniversary of the Effective Date or such earlier date when all Registrable Securities covered by such Registration Statement covering Redemption Shares issuable to more than one Limited Partner. have been sold pursuant thereto (the “Effectiveness Period”). (c) The General Partner further agrees to supplement or make amendments to each Company shall notify Purchaser in writing promptly after receiving notification from the Commission that the Registration Statement, if required by the rules, regulations or instructions applicable Statement has been declared effective. (d) Notwithstanding any provision in this Agreement to the contrary, following the 30th Trading Day following the Effective Date, the Company’s obligations hereunder to file, achieve effectiveness of, or maintain effectiveness of a registration form utilized by the General Partner or by statement continuously in effect under the Securities Act shall be suspended and all penalties and other effects thereof hereunder shall not be applicable during any period (each such period, a “Suspension Period”) if, in the good faith judgment of the Company’s Board of Directors, it is advisable to suspend the use of the Prospectus included therein for a discrete period of time due to pending material corporate developments or rules similar material events that have not yet been publicly disclosed and regulations thereunder as to which the Company believes that public disclosure would be prejudicial to the Company or its stockholders; provided, that the Registration Statement shall be suspended for a total of no more than two times or for a period of more than, in the aggregate, thirty (30) days in any twelve (12) month period. Immediately after the end of any Suspension Period under this Section 6.1(d), the Company shall take commercially reasonable actions necessary to restore the effectiveness of the applicable Registration Statement and the ability of Purchaser to publicly resell its Registrable Securities pursuant to such effective Registration Statement.

Registration. Subject to the terms of any agreement between the General Partner and one or more Limited Partners with respect to Partnership Units held by them: (a) Shelf Registration of the Common Stock. Within two weeks prior or subsequent to the first date upon which the Partnership Units owned by any Limited Partner may be redeemed (or such later date as may be permitted under applicable provisions of the Securities Act), the General Partner agrees to The Company shall prepare and file with the Commission a shelf registration statement on Form S-3 (if the General Partner is eligible to use such form) under Rule 415 of the Securities Act (a "Registration Statement") or any similar rule that may be adopted by the Commission, with respect to all of the REIT Shares that may be issued upon redemption of such Partnership Units pursuant to Section 8.05 hereof ("Redemption Shares"). The General Partner will use its best efforts to have the Registration Statement declared effective under the Securities Act. The General Partner need not file a separate Registration Statement, but may file one Registration Statement covering Redemption Shares issuable to more than one Limited Partner. The General Partner further agrees to supplement or make amendments to each Registration Statement, if required by the rules, regulations or instructions applicable to the registration form utilized by the General Partner or by the Securities Act or rules and regulations thereunder for such Registration Statement. (b) If a Registration Statement under subsection (a) above is not available under the securities laws or the rules of the Commission, or if required to permit the resale of Redemption Shares by "Affiliates" (as defined in the Securities Act), upon the written request of any Limited Partner holding at least 20,000 Partnership Units, the General Partner agrees to file with the Commission a Registration Statement covering the resale of Redemption Shares all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415, on Form S-1 as soon as practicable following July 24, 2011, but no later than two weeks following such date. Such Registration Statement shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of the Registration Statement) the “Plan of Distribution” attached hereto as Annex A. The Company shall use commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as soon as possible and in any event by Affiliates or others whose Redemption Shares are not no later than the date which is 90 calendar days after July 24, 2011 or, if the staff of the U.S. Securities and Exchange Commission reviews and provides comments on the Registration Statement, then within 120 days following the filing of the Registration Statement (the “Effectiveness Deadline”), and shall use its commercially reasonable efforts to keep the Registration Statement continuously effective and available for use by Holders under the Securities Act until the date which is the later of (i) such time as all of the Registrable Securities covered by a the Registration Statement filed have been publicly sold by the Holders or (ii) for as long as any of the Registrable Securities covered by the Registration Statement are held by Holder, the Company covenants to maintain current information so that such Holder may sell the Registrable Securities pursuant to subsection Rule 144(i) (athe “Effectiveness Period”). (b) above, provided that Within three business days following the General Partner is furnished all information with respect to holders of Redemption Shares required to complete such date on which the Registration Statement and have it is declared effective by the Commission. The General Partner will use its best efforts , and assuming no stop-order has been issued with respect to have the Registration Statement, the Company shall furnish to each Holder a letter, dated such date, of outside counsel representing the Company addressed to such Holder, confirming such effectiveness and, to the knowledge of such counsel, the absence of any stop order. (c) If: (i) the Registration Statement is not filed with the SEC on or prior to the Filing Deadline, (ii) the Registration Statement is not declared effective by the SEC (or otherwise does not become effective) for any reason on or prior to the Effectiveness Deadline, other than as a result of any open issues arising out of any routine SEC review of 1934 Act filings in effect as of the date hereof, or (iii) after its effective date, (A) such Registration Statement ceases for any reason (including, without limitation, by reason of a stop order, or the Company’s failure to update the Registration Statement), to remain effective as to all Registrable Securities for which it is required to be effective hereunder or (B) the Purchasers are not permitted to utilize the Prospectus therein to resell such Registrable Securities, in the case of (A) and (B) other than during a Delay Period or (iv) a Delay Period exceeds the time periods set forth in the proviso in Section 2(e) (any such failure or breach in clauses (i) through (iv) above being referred to as an “Event”, and, for purposes of clauses (i), (ii) or (iii), the date on which such Event occurs, or for purposes of clause (iv) the date on which such Delay Period is exceeded, being referred to as an “Event Date”), then, in addition to any other rights the Purchasers may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Purchaser an amount in cash, as liquidated damages and not as a penalty (“Liquidated Damages”), equal to 1.0% of the aggregate purchase price paid by such Purchaser pursuant to the Securities ActPurchase Agreement for any Registrable Securities held by such Purchaser on the Event Date, which remain subject to resale restrictions. The General Partner need parties agree that notwithstanding anything to the contrary herein or in the Securities Purchase Agreement, no Liquidated Damages shall be payable (i) with respect to any Registrable Securities which the Purchaser elects not file a separate to register on any applicable Registration Statement; and (ii) with respect to any period after the expiration of the Effectiveness Period (it being understood that this sentence shall not relieve the Company of any Liquidated Damages accruing prior to the Effectiveness Period), but may file one and (iii) with respect to any Registrable Securities that are no longer subject to resale restrictions (it being understood that this sentence shall not relieve the Company of any Liquidated Damages accruing prior to the period in which the Registrable Securities are no longer subject to resale restrictions). If the Company fails to pay any Liquidated Damages pursuant to this Section 2(c) in full within ten (10) Business Days after the date payable, the Company will pay interest thereon at a rate of 1.0% per month (or such lesser maximum amount that is permitted to be paid by applicable law) to the Purchaser, accruing daily from the date such Liquidated Damages are due until such amounts, plus all such interest thereon, are paid in full. The Liquidated Damages pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the cure of an Event, except in the case of the first Event Date. The Effectiveness Deadline for a Registration Statement covering Redemption Shares issuable shall be extended without default or Liquidated Damages hereunder in the event that the Company’s failure to more obtain the effectiveness of the Registration Statement on a timely basis results from the failure of a Purchaser to timely provide the Company with information requested by the Company and necessary to complete the Registration Statement in accordance with the requirements of the 33 Act (in which case the Effectiveness Deadline would be extended with respect to Registrable Securities held by such Purchaser). (d) Each Holder agrees to furnish to the Company a completed Questionnaire in the form attached to this Schedule as Annex B (a “Selling Holder Questionnaire”) no later than one Limited Partnerthe Closing Date. The General Partner further Company shall not be required to include the Registrable Securities of a Holder in the Registration Statement who fails to furnish to the Company a fully completed Selling Holder Questionnaire by the later of (i) the Closing Date or (ii) at least five Trading Days prior to the date of filing of the Registration Statement or pre-effective amendment to the Registration Statement (in no event is the Company required to delay filing the Registration Statement or any pre-effective amendment thereto). Each Holder also agrees to supplement or make amendments to each Registration Statement, if required provide the Company with such other information as may be reasonably requested by the rulesCompany in connection with the preparation and filing of any Registration Statement hereunder, regulations including but not limited to providing such information in a timely manner regarding itself, the Registrable Securities and other securities of the Company held by it and the intended method of disposition of the Registrable Securities as shall be reasonably required to effect and maintain the effectiveness of the registration of such Registrable Securities. The Company shall not be required to include the Registrable Securities of a Holder who fails to provide such reasonably requested information or instructions applicable who objects to the registration form utilized inclusion of required disclosure in the Registration Statement regarding such Holder, the Registrable Securities and other securities of the Company held by it and the General Partner intended method of disposition of the Registrable Securities. (e) Notwithstanding Section 2(a) hereof, the Company may delay or by suspend the effectiveness of the Registration Statement (a “Delay Period”) if the board of directors of the Company determines in good faith that effectiveness of the Registration Statement should be suspended in accordance with the rules and regulations under the Securities Act or rules that the disclosure of material non-public information (“Pending Developments”) at such time would be detrimental to the Company and regulations thereunder its subsidiaries, taken as a whole; provided that if a Delay Period occurs or if, for any other reason, after effectiveness the Registration Statement is not available to enable Holders to effect resales thereunder, the term of any Delay Period(s) and period(s) during which the Registration Statement is otherwise unavailable for use in effecting such resales, the period during which the Registration StatementStatement shall be required to remain effective specified in clause (i) of Section 2(a) of this Schedule “D” shall be extended by the aggregate of the term(s) of any Delay Period(s) or other period(s) during which the Registration Statement may not be used by Holders to effect resales thereunder. Notwithstanding the foregoing, in no event will a Delay Period be in effect or the ability of the holders of the Securities, or the common shares underlying these securities to effect resales under such registration statement be impaired during any period in which the Company is effecting a primary public offering of its securities in the United States or Canada so that holders of the Securities, and the common shares underlying these securities, shall have the ability to effect public resales of their securities at the same time and on the same basis as purchasers in any such primary public offering. The aggregate Delay Period for all Pending Developments shall not exceed 60 consecutive calendar days in any 365-day period, and no less than 30 calendar days shall pass between any consecutive 60 calendar day Delay Period. Notwithstanding the foregoing, the Company shall use its commercially reasonable efforts to ensure that the Registration Statement is declared effective and its permitted use is resumed following a suspension as promptly as practicable. The Company shall not be required to specify in the written notice to the Holders the nature of the event giving rise to the Delay Period. The notice of the existence of a Pending Development shall remain confidential to such Holder until such information otherwise becomes public, unless disclosure by the Holder is required by law and provided that notwithstanding such Holder’s agreement to keep such information confidential, each such Holder makes no acknowledgment that any such information is material.

Registration. Subject to the terms of any agreement between the General Partner and one or more Limited Partners with respect to Partnership Units held by them: (a) Shelf Registration of the Common Stock. Within two weeks On or prior or subsequent to the first date upon which the Partnership Units owned by any Limited Partner may be redeemed (or such later date as may be permitted under applicable provisions of the Securities Act)Filing Date, the General Partner agrees to file with the Commission a shelf registration statement on Form S-3 (if the General Partner is eligible to use such form) under Rule 415 of the Securities Act (a "Registration Statement") or any similar rule that may be adopted by the Commission, with respect to all of the REIT Shares that may be issued upon redemption of such Partnership Units pursuant to Section 8.05 hereof ("Redemption Shares"). The General Partner will use its best efforts to have the Registration Statement declared effective under the Securities Act. The General Partner need not file a separate Registration Statement, but may file one Registration Statement covering Redemption Shares issuable to more than one Limited Partner. The General Partner further agrees to supplement or make amendments to each Registration Statement, if required by the rules, regulations or instructions applicable to the registration form utilized by the General Partner or by the Securities Act or rules Company shall prepare and regulations thereunder for such Registration Statement. (b) If a Registration Statement under subsection (a) above is not available under the securities laws or the rules of the Commission, or if required to permit the resale of Redemption Shares by "Affiliates" (as defined in the Securities Act), upon the written request of any Limited Partner holding at least 20,000 Partnership Units, the General Partner agrees to file with the Commission a Registration Statement covering the Registrable Securities for a selling stockholder resale offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith). The Company may include in a single registration statement the “Registrable Securities” defined under the Registration Rights Agreements in paragraphs 3 and 4 of Redemption Shares by Affiliates Schedule 7(b) hereto, subject to the requirement that if at any time the Commission takes the position that the offering of some or others whose Redemption Shares are all of the Registrable Securities in such combined Registration Statement is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415, the Company shall remove from the Registration Statement that number of the Registrable Securities as defined in the Registration Rights Agreement described in paragraph 4 of Schedule 7(b) hereto as the Commission may require to assure the Company’s compliance with the requirements of Rule 415. The Company shall cause each Registration Statement to become effective and remain effective as provided herein. The Company shall use its best efforts to cause each Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than the Effectiveness Date. The Company shall use its reasonable commercial efforts to keep each Registration Statement continuously effective under the Securities Act until the date which is the earlier date of when (i) all Registrable Securities covered by a Registration Statement filed pursuant to subsection (a) above, provided that the General Partner is furnished all information with respect to holders of Redemption Shares required to complete such Registration Statement have been sold or (ii) all Registrable Securities covered by such Registration Statement may be sold immediately without registration under the Securities Act and have it without volume restrictions pursuant to Rule 144(k), (or its successor), as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders (the “Effectiveness Period”). (b) If: (i) the Registration Statement is not filed on or prior to the Filing Date; (ii) the Registration Statement is not declared effective by the Commission by the Effectiveness Date; (iii) after the Registration Statement is filed with and declared effective by the Commission. The General Partner will use its best efforts to have , the Registration Statement ceases to be effective (by suspension or otherwise) as to all Registrable Securities to which it is required to relate at any time prior to the expiration of the Effectiveness Period (without being succeeded immediately by an additional registration statement filed and declared effective) for a period of time which shall exceed thirty (30) days in the aggregate per year (defined as a period of 365 days commencing on the date the Registration Statement is declared effective) or more than twenty (20) consecutive calendar days; or (iv) the Common Stock is not listed or quoted, or is suspended from trading on any Trading Market for a period of three (3) consecutive Trading Days (provided the Company shall not have been able to cure such trading suspension within thirty (30) days of the notice thereof or list the Common Stock on another Trading Market); (any such failure or breach being referred to as an “Event,” and for purposes of clause (i) or (ii) the date on which such Event occurs, or for purposes of clause (iii) the date which such thirty (30) day or twenty (20) consecutive day period (as the case may be) is exceeded, or for purposes of clause (v) the date on which such three (3) Trading Day period is exceeded, being referred to as “Event Date”), then until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as liquidated damages and not as a penalty, equal to 1.0% for each thirty (30) day period (prorated for partial periods) on a daily basis of the original principal amount of the “Additional Note” (as defined in the Amendment Agreement) held by the Holder; provided that, the maximum aggregate amount of liquidated damages that may be charged to the Company pursuant to this Section 2(b) shall not exceed 10% of the initial principal amount of the Holder’s Additional Note. While such Event continues, such liquidated damages shall be paid not less often than each thirty (30) days. Any unpaid liquidated damages as of the date when an Event has been cured by the Company shall be paid within three (3) days following the date on which such Event has been cured by the Company. At its option, the Company may pay up to fifty percent (50%) of the liquidated damages (the “Equity Damage Amount”) by delivering from time to time to the Holder, which such deliveries shall occur simultaneously with delivery to the Holder of the cash portion of the liquidated damage amounts as required by this Section 2(b), warrants (the “New Warrants”) substantially identical to the Warrants (except that the per share exercise price under the New Warrants shall be equal to the par value of the Common Stock) to purchase that number of shares of Common Stock whose aggregate Fair Market Value (as hereafter defined) equals the Equity Damage Amount. For purposes hereof, “Fair Market Value” shall mean the average of the closing price of the Common Stock for the ten (10) trading days immediately prior to issuance of the applicable New Warrants. The shares of Common Stock issuable upon exercise of any New Warrants shall be included within the definition of Registrable Securities and shall be included within (I) the initial Registration Statement if the liquidated damages arise from an Event occurring prior to the date such initial Registration Statement is declared effective under by the Securities Act. The General Partner need not file SEC and (II) a separate Registration Statement, but may file one new Registration Statement covering Redemption Shares issuable to more than one Limited Partner. The General Partner further agrees be filed on or prior to supplement or make amendments to each Registration Statement, if required the applicable Filing Date and declared effective by the rules, regulations SEC on or instructions applicable prior to the registration form utilized applicable Effectiveness Date, in the event the liquidated damages arise from an Event occurring after the date the initial Registration Statement is declared effective by the General Partner or by the Securities Act or rules and regulations thereunder for such Registration StatementSEC.

Registration. Subject to the terms of any agreement between the General Partner and one or more Limited Partners with respect to Partnership Units held by them: (a) Shelf Registration The Executive shall have the right to require the Company to register the Conversion Shares issuable upon the conversion of the Common StockDeferred Compensation in one (1) or more piggy-back registrations and/or in one (1) demand registration. Within two weeks prior or subsequent The Company shall provide notice to the first date upon which Executive of any registration of its securities not less than thirty (30) days prior to any filing of a registration statement. Upon the Partnership Units owned by Company’s receipt of any Limited Partner may be redeemed (notice from the Executive that the Executive has requested a piggyback registration or such later date as may be permitted under applicable provisions of the Securities Act)demand registration in accordance with its rights hereunder, the General Partner agrees to file with the Commission a shelf registration statement on Form S-3 (if the General Partner is eligible to use such form) under Rule 415 of the Securities Act (a "Registration Statement") or any similar rule that may be adopted by the Commission, with respect to all of the REIT Shares that may be issued upon redemption of such Partnership Units pursuant to Section 8.05 hereof ("Redemption Shares"). The General Partner will Company shall use its best efforts to have (a) in respect of a piggyback registration, including the Registration Statement declared effective under Conversion Shares issuable upon conversion of the Securities Act. The General Partner need not Deferred Compensation in the contemplated registration by the Company (subject to underwriters’ cutbacks), or (b) in respect of a demand registration, (i) file a separate Registration Statement, but may file one Registration Statement covering Redemption registration statement to register the Conversion Shares issuable upon conversion of the Deferred Compensation not less than forty-five (45) days following the date on which the Company receives such request for a demand registration, and (ii) use its reasonable efforts to more cause such registration statement to go effective not less than one Limited Partnerhundred twenty (120) days following the date on which the Company receives such request for demand registration. The General Partner further agrees to supplement Upon any registration contemplated hereunder, the Company shall bear the entire expense of such registration, and shall indemnify the Executive for any inaccuracies or make amendments to each Registration Statement, if required omissions contained in such registration statement (other than such inaccuracies or omissions which directly arise from the information provided by the rules, regulations or instructions applicable to the registration form utilized by the General Partner or by the Securities Act or rules and regulations thereunder for such Registration StatementExecutive). (b) If With a Registration Statement under subsection (a) above is not view to making available under to Executive the securities laws or the benefits of certain rules and regulations of the Commission, or if required to SEC which may permit the resale sale of Redemption the Conversion Shares by "Affiliates" (to the public without registration, the Company shall use commercially reasonable efforts to make and keep public information available, as those terms are understood and defined in the Securities Act), upon the written request of Rule 144(c)(1) or any Limited Partner holding at least 20,000 Partnership Units, the General Partner agrees to file with the Commission a Registration Statement covering the resale of Redemption Shares by Affiliates similar or others whose Redemption Shares are not covered by a Registration Statement filed pursuant to subsection (a) above, provided that the General Partner is furnished all information with respect to holders of Redemption Shares required to complete such Registration Statement and have it declared effective by the Commission. The General Partner will use its best efforts to have the Registration Statement declared effective analogous rule promulgated under the Securities Act. , at all times after the Closing Date; (c) The General Partner need not file a separate Registration Statement, but may file one Registration Statement covering Redemption Company shall take all commercially reasonably action to cause the Conversion Shares issuable to more than one Limited Partner. The General Partner further agrees to supplement be listed on the NASDAQ Capital Market or make amendments to each Registration Statement, if required the TSXV within 15 days of their issuance; (d) If the registration so proposed by the rulesCompany involves an underwritten offering of the securities so being registered for the account of the Company, regulations to be distributed by or instructions applicable through one or more underwriters of recognized standing, and the managing underwriter of such underwritten offering shall advise the Company in writing that, in its opinion, the distribution of all or a specified portion of the Conversion Shares which Executive has requested the Company to register and otherwise concurrently with the securities being distributed by such underwriters will materially and adversely affect the distribution of such securities by such underwriters (such opinion to state the reasons therefor), then the Company will promptly furnish Executive with a copy of such opinion, and by providing such written notice to Executive, Executive may be denied the registration form utilized of all or a specified portion of such Conversion Shares (in case of such a denial as to a portion of such Conversion Shares, such portion to be allocated pro rata among Executive and other Executives of similar conversion shares); provided, however, that shares to be registered by the General Partner or Company for issuance by the Securities Act or rules Company shall have first priority, registration of Executive’s Conversion Shares hereunder shall have second priority (pro-rata along with all Executives of similar conversion shares), and regulations thereunder for such Registration Statementany other shares being registered on account of other third parties shall have third priority.

Registration. Subject to TMP shall, for the terms benefit of any agreement between the General Partner and one or more Limited Partners with respect to Partnership Units held by them: each Shareholder, at TMP's expense, (ai) Shelf Registration of the Common Stock. Within two weeks prior or subsequent to the first date upon which the Partnership Units owned by any Limited Partner may be redeemed (or such later date as may be permitted under applicable provisions of the Securities Act), the General Partner agrees to file with the Commission a shelf registration statement on Form S-3 (if the General Partner is eligible to use such form) under Rule 415 of the Securities Act (a "Registration Statement") or any similar rule that may be adopted by the Commission, with respect to all of the REIT Shares that may be issued upon redemption of such Partnership Units pursuant to Section 8.05 hereof ("Redemption Shares"). The General Partner will use its best efforts to have cause to be filed with the SEC within 120 days after the Closing a resale registration statement (the "REGISTRATION STATEMENT") to register 100% of the TMP Shares issued to the Shareholders at Closing, (ii) use its commercially reasonable efforts to cause such Registration Statement to be declared effective under the Securities ActAct by the SEC as soon as practicable and (iii) use its commercially reasonable efforts to keep such Registration Statement effective until the first anniversary of the Closing Date. The General Partner need not file a separate Registration Statementforegoing obligation of TMP shall be subject to TMP's receipt of all necessary accountants' consents and TMP's ability to comply with (i) all applicable federal and state securities laws, but may file one including those pertaining to the Registration Statement covering Redemption Shares issuable and (ii) all applicable confidentiality agreements. Each of the Shareholders hereby agrees to more than one Limited Partnerfurnish to TMP all information with respect to such Shareholder necessary to make the disclosure in the Registration Statement with respect to such Shareholder not materially misleading. The General Partner TMP further agrees agrees, if necessary, to use commercially reasonable efforts to supplement or make amendments to each amend the Registration Statement, if required by the rules, regulations or instructions applicable to the registration form utilized used by the General Partner TMP for such Registration Statement or by the Securities Act or by any other rules and regulations thereunder for such Registration Statement. resale registrations, subject to TMP's receipt of all necessary accountants' consents and TMP's ability to comply with (bi) If a Registration Statement under subsection (a) above is not available under all applicable federal and state securities laws, including those pertaining to the securities laws or the rules of the Commission, or if required to permit the resale of Redemption Shares by "Affiliates" (as defined in the Securities Act), upon the written request of any Limited Partner holding at least 20,000 Partnership Units, the General Partner agrees to file with the Commission a Registration Statement covering the resale of Redemption Shares by Affiliates or others whose Redemption Shares are not covered by a Registration Statement filed pursuant to subsection (a) above, provided that the General Partner is furnished all information with respect to holders of Redemption Shares required to complete such Registration Statement and have it declared effective by (ii) all applicable confidentiality agreements. Notwithstanding the Commission. The General Partner will use its best efforts foregoing, if in TMP's opinion, the disclosure of information required to have make the Registration Statement declared effective under not materially misleading would cause harm to TMP, TMP may prevent such Shareholder from using the Securities Act. The General Partner need not file a separate Registration Statement, but may file one Registration Statement covering Redemption Shares issuable to more than one Limited Partneruntil such time as TMP discloses such information as may be necessary so that the Registration Statement is no longer materially misleading. The General Partner further In such event, TMP agrees to supplement or make amendments to each Registration Statement, if required by the rules, regulations or instructions applicable to the registration form utilized by the General Partner or by the Securities Act or rules and regulations thereunder for release such Registration Statementinformation as soon as is reasonably practicable.

Registration. Subject to the terms of any agreement between the General Partner and one or more Limited Partners with respect to Partnership Units held by them: (a) Shelf Registration of the Common Stock. Within two weeks On or prior or subsequent to the first date upon which the Partnership Units owned by any Limited Partner may be redeemed (or such later date as may be permitted under applicable provisions of the Securities Act)Filing Date, the General Partner agrees to file with the Commission a shelf registration statement on Form S-3 (if the General Partner is eligible to use such form) under Rule 415 of the Securities Act (a "Registration Statement") or any similar rule that may be adopted by the Commission, with respect to all of the REIT Shares that may be issued upon redemption of such Partnership Units pursuant to Section 8.05 hereof ("Redemption Shares"). The General Partner will use its best efforts to have the Registration Statement declared effective under the Securities Act. The General Partner need not file a separate Registration Statement, but may file one Registration Statement covering Redemption Shares issuable to more than one Limited Partner. The General Partner further agrees to supplement or make amendments to each Registration Statement, if required by the rules, regulations or instructions applicable to the registration form utilized by the General Partner or by the Securities Act or rules Company shall prepare and regulations thereunder for such Registration Statement. (b) If a Registration Statement under subsection (a) above is not available under the securities laws or the rules of the Commission, or if required to permit the resale of Redemption Shares by "Affiliates" (as defined in the Securities Act), upon the written request of any Limited Partner holding at least 20,000 Partnership Units, the General Partner agrees to file with the Commission a Registration Statement covering the resale of Redemption Shares by Affiliates or others whose Redemption Shares are not covered by Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Company shall use good faith efforts to include the Registrable Securities in the Company’s Registration Statement on Form S-1 as filed pursuant to subsection (a) abovewith the Commission on July 25, provided that 2007. If such inclusion is not permitted by the General Partner selling security holders thereunder, or is furnished all information with respect to holders of Redemption Shares required to complete otherwise impractical, then the Registrable Securities shall be included in the Company’s next succeeding registration statement. The Registration Statement shall be on Form S-1 or SB-2. The Company shall cause such Registration Statement to become effective and have it declared remain effective by the Commissionas provided herein. The General Partner will Company shall use its best reasonable commercial efforts to have the cause such Registration Statement to be declared effective under the Securities ActAct as promptly as possible after the filing thereof, but in any event no later than the Effectiveness Date. The General Partner need not file Company shall use its reasonable commercial efforts to keep such Registration Statement continuously effective under the Securities Act until the date which is the earlier date of when (i) all Registrable Securities have been sold or (ii) all Registrable Securities may be sold immediately without registration under the Securities Act and without volume restrictions pursuant to Rule 144(k), as determined by the counsel to the Company pursuant to a separate written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders (the “Effectiveness Period”). Notwithstanding anything contained herein to the contrary, in the event that the Commission limits the amount of Registrable Securities that may be sold by selling security holders in a particular Registration Statement, but or the Commission takes the position that the all or a portion of the Registrable Securities cannot be registered, the Company may file one exclude from such registration statement the minimum number of Registrable Securities on behalf of the Lender as is necessary to comply with such limitation by the Commission. In such event the Company shall give the Lender prompt notice of the number of the Registrable Securities so excluded. Further, and in addition to the foregoing, the Company will not be liable for payment of any damages or penalties for any delay in registration of the Registrable Securities in the event that such delay is due to the fact that the SEC has limited the amount of Registrable Securities that may be included and sold by selling security holders in the Registration Statement covering Redemption Shares issuable pursuant to more than one Limited PartnerRule 415 promulgated under the 1933 Act or any other basis. (c) Within 3 business days of the Effectiveness Date, the Company shall cause its counsel to issue a blanket opinion in the form attached hereto as Exhibit A, to the transfer agent stating that the shares are subject to an effective registration statement and can be reissued free of restrictive legend upon notice of a sale by the Lender and confirmation by the Lender that it has complied with the prospectus delivery requirements, provided that the Company has not advised the transfer agent orally or in writing that the opinion has been withdrawn. The General Partner further agrees to supplement or make amendments to each Registration Statement, if Copies of the blanket opinion required by the rules, regulations or instructions applicable this Section 2(c) shall be delivered to the registration form utilized by Lender within the General Partner or by the Securities Act or rules and regulations thereunder for such Registration Statementtime frame set forth above.

Registration. Subject a. On or prior to the terms of any agreement between the General Partner and one or more Limited Partners with respect to Partnership Units held by them: (a) Shelf Registration of the Common Stock. Within two weeks prior or subsequent to the first date upon which the Partnership Units owned by any Limited Partner may be redeemed (or such later date as may be permitted under applicable provisions of the Securities Act)Filing Date, the General Partner agrees to file with the Commission a shelf registration statement on Form S-3 (if the General Partner is eligible to use such form) under Rule 415 of the Securities Act (a "Registration Statement") or any similar rule that may be adopted by the Commission, with respect to all of the REIT Shares that may be issued upon redemption of such Partnership Units pursuant to Section 8.05 hereof ("Redemption Shares"). The General Partner will use its best efforts to have the Registration Statement declared effective under the Securities Act. The General Partner need not file a separate Registration Statement, but may file one Registration Statement covering Redemption Shares issuable to more than one Limited Partner. The General Partner further agrees to supplement or make amendments to each Registration Statement, if required by the rules, regulations or instructions applicable to the registration form utilized by the General Partner or by the Securities Act or rules Company shall prepare and regulations thereunder for such Registration Statement. (b) If a Registration Statement under subsection (a) above is not available under the securities laws or the rules of the Commission, or if required to permit the resale of Redemption Shares by "Affiliates" (as defined in the Securities Act), upon the written request of any Limited Partner holding at least 20,000 Partnership Units, the General Partner agrees to file with the Commission a Registration Statement covering the resale of Redemption Shares all of the Registrable Securities not yet registered that are held by Affiliates Holders that have complied with the provisions of Section 3(k) prior to such date for an offering to be made on a continuous basis pursuant to Rule 415. Such Registration Statement required hereunder shall be on Form SB-2 or others whose Redemption Shares are Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form SB-2 or Form S-3, in which case such Registration Statement shall be on another appropriate form herewith). Subject to the terms of this Agreement, the Company shall use its best efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event not later than the applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until the date when all Registrable Securities covered by such Registration Statement have been sold or may be sold during any three month period within the volume restrictions pursuant to Rule 144as determined by the counsel to the Company, to the extent that a Holder still holds Registrable Securities (the "EFFECTIVENESS PERIOD"). Each Holder acknowledges and agrees that the Company shall be permitted to exclude such Holder's Registrable Securities from a Registration Statement filed if such Holder fails to timely comply with the Company's request for information pursuant to subsection (a) above, Section 3(k); provided that if such Holder provides such information prior to the General Partner is furnished all information with respect to holders filing of Redemption Shares required to complete such Registration Statement the Company shall use commercially reasonable efforts to include such Registrable Securities on such Registration Statement; provided further that this provision does not otherwise waive the Company's obligation to register such Registrable Securities pursuant to the terms hereunder upon such Holder providing the Company with the required information. b. If: (i) a Registration Statement is not filed on or prior to the applicable Filing Date (For the avoidance of doubt, if the Company files a Registration Statement without affording the Holder or Holders referenced in such Registration Statement the opportunity to review and comment on the same as required by Section 3(a), the Company shall not be deemed to have it satisfied this clause (i)), or (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within no more than five (5) Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or is not subject to further review, or (iii) prior to the date when a Registration Statement is first declared effective by the Commission. The General Partner will use its best efforts , the Company fails to have file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement declared effective under within thirty (30) calendar days after the Securities Act. The General Partner need not file a separate Registration Statement, but may file one Registration Statement covering Redemption Shares issuable to more than one Limited Partner. The General Partner further agrees to supplement receipt of comments by or make amendments to each Registration Statement, if notice from the Commission that such amendment is required by the rules, regulations or instructions applicable to the registration form utilized by the General Partner or by the Securities Act or rules and regulations thereunder in order for such Registration StatementStatement to be declared effective, or (iv) a Registration Statement filed or required to be filed hereunder is not declared effective by the Commission on or before the applicable Effectiveness Date, or (v) after a Registration Statement is first declared effective by the Commission, it ceases for any reason to remain continuously effective as to all Shares or Warrant Shares for which it is required to be effective, or the Holders are not permitted by the Company to utilize a Prospectus therein to resell such Shares or Warrant Shares, for in any such case fifteen (15) consecutive Trading Days but no more than an aggregate of twenty-five (25) Trading Days during any twelve (12) month period (which need not be consecutive Trading Days) provided that any days during which a Registration Statement ceases to be effective due to the filing of a post-effective amendment, supplement or incorporated document thereto by the Company at the request of the Holders in order to amend or supplement the plan of distribution contained in the Prospectus shall not be counted towards such fifteen (15) or twenty-five (25) Trading Day periods provided the Company uses commercially reasonable efforts to cause such post-effective amendment to be declared effective (any such failure or breach being referred to as an "EVENT," and for purposes of clause (i) or (iv) the date on which such Event occurs, or for purposes of clause (ii) the date on which such five (5) Trading Day period is exceeded, or for purposes of clause (iii) the date which such thirty (30) calendar days is exceeded, or for purposes of clause (v) the date on which such fifteen (15) or twenty-five (25) Trading Day period, as applicable, is exceeded being referred to as "EVENT DATE"), then in addition to any other rights the Holders may have hereunder or under applicable law: (x) on each such Event Date the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to 1% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any Shares then held by such Holder, it being understood that (i) the payment by the Company shall be made following the materialization of the Event Date, e.g., if liquidated damages are to be paid pursuant to clause (iv) above, then the liquidated damages shall be computed and paid immediately following the declaration by the Commission of effectiveness, and (ii) the maximum aggregate payment for liquidated damages hereunder shall not exceed fifteen percent (15.0%) of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any Shares or Warrant Shares then held by such Holder. If the Company fails to pay any liquidated damages pursuant to this Section 2(b) in full within seven (7) business days after the date payable, the Company will pay interest thereon at a rate of 6% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The liquidated damages pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the cure of an Event. Notwithstanding anything herein to the contrary, the Company agrees and acknowledges that any extensions to the Filing Date or Effectiveness Date on account of a Holder failing to timely comply with Section 3(k) relate solely to that Holder and in no way effect the Filing Date and Effectiveness Date under this Agreement as they relate to any other Holder.

Registration. Subject to the terms of any agreement between the General Partner and one or more Limited Partners with respect to Partnership Units held by them: (a) Shelf Registration of the Common Stock. Within two weeks On or prior or subsequent to the first date upon which the Partnership Units owned by any Limited Partner may be redeemed (or such later date as may be permitted under its applicable provisions of the Securities Act)Filing Date, the General Partner agrees to file with the Commission a shelf registration statement on Form S-3 (if the General Partner is eligible to use such form) under Rule 415 of the Securities Act (a "Registration Statement") or any similar rule that may be adopted by the Commission, with respect to all of the REIT Shares that may be issued upon redemption of such Partnership Units pursuant to Section 8.05 hereof ("Redemption Shares"). The General Partner will use its best efforts to have the Registration Statement declared effective under the Securities Act. The General Partner need not file a separate Registration Statement, but may file one Registration Statement covering Redemption Shares issuable to more than one Limited Partner. The General Partner further agrees to supplement or make amendments to each Registration Statement, if required by the rules, regulations or instructions applicable to the registration form utilized by the General Partner or by the Securities Act or rules Company shall prepare and regulations thereunder for such Registration Statement. (b) If a Registration Statement under subsection (a) above is not available under the securities laws or the rules of the Commission, or if required to permit the resale of Redemption Shares by "Affiliates" (as defined in the Securities Act), upon the written request of any Limited Partner holding at least 20,000 Partnership Units, the General Partner agrees to file with the Commission a Registration Statement covering the resale of Redemption Shares by Affiliates or others whose Redemption Shares are all Registrable Securities, not already covered by an existing and effective Registration Statement, for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement required to be filed under this Agreement shall be filed on Form S-3 (or if the Company is not then eligible to utilize such form of registration, it shall utilize such other available form appropriate for such purpose) and shall contain (except if otherwise required pursuant to subsection (awritten comments received from the Commission upon its review of the Registration Statement, other than as to the characterization of any Holder as an underwriter, which shall not occur without such Holder’s written consent) above, provided that the General Partner is furnished all information with respect to holders “Plan of Redemption Shares required to complete such Registration Statement and have it declared effective by the Commission. Distribution” attached hereto as Annex A. The General Partner will Company shall use its best commercially reasonable efforts to have cause the Registration Statement to be declared effective under the Securities ActAct no later than its Effectiveness Date, and shall use commercially reasonable efforts to keep the Registration Statement continuously effective during its entire Effectiveness Period. No later than 2:00 p.m. Pacific time on the second business day immediately following the Effective Date, the Company shall file with the Commission, in accordance with Rule 424, the final prospectus to be used in connection with sales under the Registration Statement (whether or not such filing is technically required under such Rule). (b) If (i) the Registration Statement is not filed on or prior to 30 days after its Filing Date covering the Registrable Securities required under this Agreement to be included therein, (ii) a Registration Statement is not declared effective by the Commission on or prior to 30 days after the Effectiveness Date, or (iii) after its Effective Date, without regard for the reason thereunder or efforts therefor, such Registration Statement ceases for any reason to be effective and available to the Holders as to all Registrable Securities to which it is required to cover at any time prior to the expiration of its Effectiveness Period for more than an aggregate of 30 business days (which need not be consecutive) (any such failure or breach being referred to as an “Event,” and for purposes of clauses (i) or (ii) the date on which such Event occurs, or for purposes of clause (iii) the date which such 30 business day-period is exceeded, being referred to as “Event Date”), then in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash (a "Cash Payment"), as partial registration delay payments and not as a penalty, equal to the product of (x) the product of (A) 0.50% (the "Multiplier") multiplied by (B) the quotient of (i) the number of such Holder’s Registrable Securities that are not then covered, but are required to be covered, by the Registration Statement that is then effective and available for use by such Holder divided by (ii) the total number of such Holder’s Registrable Securities multiplied by (y) the aggregate Subscription Price paid by such Holder for the Shares pursuant to the Standby Purchase Agreement; provided, that following the third month anniversary of an Event Date the Multiplier shall increase to 1.00%. The General Partner need parties hereto agree that in no event will the Company be liable for any registration delay payments under this Agreement in excess of 0.50% of the aggregate Subscription Price of the Holders in any 30-day period and the maximum aggregate registration delay payments payable to a Holder under this Agreement shall be 5.00% of the aggregate Subscription Price paid by such Holder pursuant to the Standby Purchase Agreement. The partial registration delay payments pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the cure of an Event (except in the case of the first Event Date), and shall cease to accrue (unless earlier cured) upon the expiration of the Effectiveness Period. Notwithstanding the foregoing, (i) if an Event shall occur primarily because of actions taken or not taken by the Company’s management and ▇▇▇▇▇▇ ▇. ▇▇▇ is or was the chief executive officer (or equivalent) of the Company when such actions were taken or not taken, no Cash Payment shall be paid with respect to such Event, (ii) no Cash Payment shall be paid for the days included in a Blackout Period and (iii) no Cash Payment shall be paid with respect to an Event causing the Company to become ineligible to use Form S-3 for so long as the Company uses commercially reasonable efforts to file a separate Registration Statement, but may file one new Registration Statement on Form S-1 covering Redemption Shares issuable the resale of the Registrable Securities and to more than one Limited Partnercause such Registration Statement to be declared effective. (c) Each Holder agrees to furnish to the Company a completed selling securityholder questionnaire in the form attached to this Agreement as Annex B (a “Selling Holder Questionnaire”). The General Partner further agrees Company shall not be required to supplement or make amendments include the Registrable Securities of a Holder in a Registration Statement and shall not be required to each Registration Statementpay any registration delay payments under Section 2(b), if required by the rules, regulations or instructions applicable to any Holder who fails to furnish to the registration form utilized by Company a fully completed Selling Holder Questionnaire at least two business days prior to the General Partner or by Filing Date, notwithstanding the Securities Act or rules and regulations thereunder for such Registration Statementactual date of filing (subject to the requirements set forth in Section 3(a)).

Registration. Subject to the terms of any agreement between the General Partner and one or more Limited Partners with respect to Partnership Units held by them: (a) Shelf Registration of the Common Stock. Within two weeks On or prior or subsequent to the first date upon which the Partnership Units owned by any Limited Partner may be redeemed (or such later date as may be permitted under applicable provisions of the Securities Act)Filing Date, the General Partner agrees to file with the Commission a shelf registration statement on Form S-3 (if the General Partner is eligible to use such form) under Rule 415 of the Securities Act (a "Registration Statement") or any similar rule that may be adopted by the Commission, with respect to all of the REIT Shares that may be issued upon redemption of such Partnership Units pursuant to Section 8.05 hereof ("Redemption Shares"). The General Partner will use its best efforts to have the Registration Statement declared effective under the Securities Act. The General Partner need not file a separate Registration Statement, but may file one Registration Statement covering Redemption Shares issuable to more than one Limited Partner. The General Partner further agrees to supplement or make amendments to each Registration Statement, if required by the rules, regulations or instructions applicable to the registration form utilized by the General Partner or by the Securities Act or rules Company shall prepare and regulations thereunder for such Registration Statement. (b) If a Registration Statement under subsection (a) above is not available under the securities laws or the rules of the Commission, or if required to permit the resale of Redemption Shares by "Affiliates" (as defined in the Securities Act), upon the written request of any Limited Partner holding at least 20,000 Partnership Units, the General Partner agrees to file with the Commission a Registration Statement covering the resale of Redemption Shares by Affiliates or others whose Redemption Shares are all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415, on Form S-3 (or on such other form appropriate for such purpose). Such Registration Statement shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement, other than as to the characterization of any Holder as an underwriter, which shall not occur without such Holder’s written consent) the “Plan of Distribution” attached hereto as Annex A. The Company shall cause such Registration Statement to be declared effective under the Securities Act as soon as possible but, in any event, no later than its Effectiveness Date, and shall use its reasonable best efforts to keep the Registration Statement continuously effective during the entire Effectiveness Period. By 5:00 p.m. (New York City time) on the first Business Day immediately following the Effective Date of such Registration Statement in which the Commission accepts filings on its ▇▇▇▇▇ database, the Company shall file with the Commission in accordance with Rule 424 under the Securities Act the final prospectus to be used in connection with sales pursuant to such Registration Statement (whether or not such filing is technically required under such Rule). (b) Notwithstanding the other provisions of this Section 2, if the Company receives Commission Comments, and following discussions with the Commission in which the Company uses reasonable efforts and devotes a reasonable amount of time to cause as many Registrable Securities as possible to be included in the Registration Statement filed pursuant to subsection Section 2(a) without characterizing any Holder as an underwriter, the Company is unable to cause the inclusion of all such Registrable Securities, then the Company will have the right, on one Trading Day prior written notice to the Holders, to (ai) above, provided that remove from the General Partner is furnished all information with respect to holders of Redemption Shares required to complete such Registration Statement such portion of the Registrable Securities (the “Cut Back Shares”) and/or (ii) agree to such restrictions and limitations on the registration and resale of the Registrable Securities as the Commission may require to assure the Company’s compliance with the requirements of Rule 415 (provided, the Company may not name any Holder as an underwriter without such Holder’s prior written consent) (collectively, the “SEC Restrictions”). Any cut-back imposed pursuant to this Section 2(b) shall be allocated first to the Placement Agent Warrant Shares and then among the Shares of the Holders on a pro rata basis, unless the SEC Restrictions otherwise require. No liquidated damages shall accrue on or as to any Cut Back Shares until such time as the Company is able to effect the registration of the Cut Back Shares in accordance with any SEC Restrictions (any such date, the “Restriction Termination Date”). From and after the Restriction Termination Date, all of the provisions of this Section 2 (including the liquidated damages provisions) shall again be applicable to the Cut Back Shares; provided, however, that for such purposes the Closing Date shall be deemed to be the Restriction Termination Date. For the avoidance of doubt, the Company will prepare and file additional Registration Statements in accordance with the terms hereof until such time as all such required shares are covered by effective Registration Statements. (c) If: (i) a Registration Statement is not filed on or prior to its Filing Date covering the Registrable Securities required under this Agreement to be included therein (if the Company files a Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a) hereof, the Company shall not be deemed to have it satisfied this clause (i)), or (ii) a Registration Statement is not declared effective by the Commission. The General Partner will use Commission on or prior to its best efforts to required Effectiveness Date or if by the first Business Day immediately following the Effective Date in which the Commission accepts filings on its ▇▇▇▇▇ database, the Company shall not have filed a “final” prospectus for the Registration Statement declared with the Commission under Rule 424(b) in accordance with the terms hereof (whether or not such a prospectus is technically required by such Rule), or (iii) after its Effective Date, without regard for the reason thereunder or efforts therefor, such Registration Statement ceases for any reason to be effective and available to the Holders as to all Registrable Securities to which it is required to cover at any time prior to the expiration of its Effectiveness Period for more than an aggregate of 30 Trading Days during any 12-month period (which need not be consecutive) (any such failure or breach being referred to as an “Event,” and for purposes of clauses (i) or (ii) the date on which such Event occurs, or for purposes of clause (iii) the date which such 30 Trading Day-period is exceeded, being referred to as “Event Date”), then in addition to any other rights the Holders may have hereunder or under applicable law: on the Securities Actlast day of each 30-day period after each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to 1.0% of the aggregate Investment Amount paid by such Holder for Shares pursuant to the Purchase Agreement. The General Partner need parties agree that (1) the Company will not file be liable for liquidated damages under this Agreement with respect to any warrants issued to any placement agent as compensation in connection with the financing that is the subject of the Purchase Agreement or Placement Agent Warrant Shares and (2) in no event will the Company be liable for liquidated damages under this Agreement in excess of 1.0% of the aggregate Investment Amount of the Holders in any 30-day period, and (3) the maximum aggregate liquidated damages payable to a separate Registration StatementHolder under this Agreement shall be twelve percent (12%) of the aggregate Investment Amount paid by such Holder pursuant to the Purchase Agreement. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion of each 30-day period prior to the cure of an Event, but may file one and shall cease to accrue (unless earlier cured) upon the expiration of the Effectiveness Period. (d) Each Holder agrees to furnish to the Company a completed Questionnaire in the form attached to this Agreement as Annex B (a “Selling Holder Questionnaire”). The Company shall not be required to include the Registrable Securities of a Holder in a Registration Statement covering Redemption Shares issuable and shall not be required to more than one Limited Partner. The General Partner further agrees pay any liquidated or other damages under Section 2(c) to supplement or make amendments any Holder who fails to each Registration Statement, if required by the rules, regulations or instructions applicable furnish to the registration form utilized by Company a fully completed Selling Holder Questionnaire at least four Trading Days prior to the General Partner or by Filing Date (subject to the Securities Act or rules and regulations thereunder for such Registration Statementrequirements set forth in Section 3(a)).

Registration. Subject to the terms of any agreement between the General Partner and one or more Limited Partners with respect to Partnership Units held by them: (a) Shelf Registration of the Common Stock. Within two weeks On or prior or subsequent to the first date upon which the Partnership Units owned by any Limited Partner may be redeemed (or such later date as may be permitted under applicable provisions of the Securities Act)Filing Date, the General Partner agrees to Company shall prepare and file with the Commission a shelf registration statement on Form S-3 (if the General Partner is eligible to use such form) under Rule 415 of the Securities Act (a "Registration Statement") or any similar rule that may be adopted by the Commission, with respect to all of the REIT Shares that may be issued upon redemption of such Partnership Units pursuant to Section 8.05 hereof ("Redemption Shares"). The General Partner will use its best efforts to have the Registration Statement declared effective under the Securities Act. The General Partner need not file a separate Registration Statement, but may file one Registration Statement covering Redemption Shares issuable to more than one Limited Partner. The General Partner further agrees to supplement or make amendments to each Registration Statement, if required by the rules, regulations or instructions applicable to the registration form utilized by the General Partner or by the Securities Act or rules and regulations thereunder for such Registration Statement. (b) If a Registration Statement under subsection (a) above is not available under the securities laws or the rules of the Commission, or if required to permit the resale of Redemption Shares by "Affiliates" (as defined in the Securities Act), upon the written request of any Limited Partner holding at least 20,000 Partnership Units, the General Partner agrees to file with the Commission a Registration Statement covering the resale of Redemption Shares by Affiliates or others whose Redemption Shares are all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. Each Registration Statement required to be filed under this Agreement shall be filed on Form S-1 (or on such other form appropriate for such purpose) and contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement, other than as to the characterization of any Holder as an underwriter, which shall not occur unless such characterization is consistent with written information provided by the Holder in the Selling Holder Questionnaire) the “Plan of Distribution” substantially in the form attached hereto as Annex A. The Company shall cause each Registration Statement required to be filed under this Agreement to be declared effective under the Securities Act as soon as possible but, in any event, no later than its Effectiveness Date, and shall use its commercially reasonable best efforts to keep each such Registration Statement continuously effective during its entire Effectiveness Period. By 5:00 p.m. (New York City time) on the Trading Day immediately following the Effective Date of each Registration Statement, the Company shall file with the Commission in accordance with Rule 424 under the Securities Act the final prospectus to be used in connection with sales pursuant to such Registration Statement (whether or not such filing is technically required under such Rule). (b) Notwithstanding anything to the contrary contained in this Section 2, if the Company receives Commission Comments, and following discussions with and responses to the Commission in which the Company uses its commercially reasonable best efforts to cause as many Registrable Securities for as many Holders as possible to be included in the Registration Statement filed pursuant to subsection Section 2(a) without characterizing any Holder as an underwriter unless such characterization is consistent with written information provided by the Holder in the Selling Holder Questionnaire (aand in such regard uses its commercially reasonable best efforts to cause the Commission to permit any Holder or its counsel to participate in Commission conversations on such issue together with the Company’s counsel, and timely conveys relevant information concerning such issue with the Holders or their counsel) above(the day that such discussions and responses are concluded shall be referred to as the “Tolling Date”), the Company is unable to cause the inclusion of all Registrable Securities, then the Company may, following not less than three (3) Trading Days prior written notice to the Holders (i) remove from the Registration Statement such Registrable Securities (the “Cut Back Shares”) and/or (ii) agree to such restrictions and limitations on the registration and resale of the Registrable Securities, in each case as the Commission may require in order for the Commission to allow such Registration Statement to become effective; provided, that in no event may the Company characterize any Holder as an underwriter unless such characterization is consistent with written information provided by the Holder in the Selling Holder Questionnaire (collectively, the “SEC Restrictions”). Unless the SEC Restrictions otherwise require, any cut -back imposed pursuant to this Section 2(b) shall be allocated among the Registrable Securities of the Holders on a pro rata basis. No liquidated damages under Section 2(d) shall accrue on or as to any Cut Back Shares, and the required Effectiveness Date for such Registration Statement will be tolled until such time as the Company is able to effect the registration of the Cut Back Shares in accordance with any SEC Restrictions if such Registrable Securities cannot at such time be resold by the Holders thereof without volume limitations pursuant to Rule 144 (such date, the “Restriction Termination Date”). From and after the Restriction Termination Date, all provisions of this Section 2 shall again be applicable to the Cut Back Shares (which, for avoidance of doubt, retain their character as “Registrable Securities”) if such Registrable Securities cannot at such time be resold by the Holders thereof without volume limitations pursuant to Rule 144 so that the General Partner is furnished all information with respect to holders of Redemption Shares Company will be required to complete file with and cause to be declared effective by the Commission such additional Registration Statements in the time frames set forth herein as necessary to ultimately cause to be covered by effective Registration Statements all Registrable Securities. For the avoidance of doubt, the time period starting from the Tolling Date and ending with the Restriction Termination Date shall be excluded in calculating the applicable Effectiveness Date. (c) Promptly following any date on which the Company becomes eligible to use a registration statement on Form S-3 to register Registrable Securities for resale, the Company shall file a Registration Statement on Form S-3 covering all Registrable Securities (or a post-effective amendment on Form S-3 to the then effective Registration Statement) and shall cause such Registration Statement to be filed by the Filing Date for such Registration Statement and have it declared effective by the Commission. The General Partner will use its best efforts to have the Registration Statement declared effective under the Securities ActAct as soon as possible thereafter, but in any event prior to the Effectiveness Date therefor. The General Partner need not file Such Registration Statement shall contain (except if otherwise required pursuant to written comments received from the Commission upon a separate review of such Registration Statement, but may file one other than as to the characterization of any Holder as an underwriter, which shall not occur unless such characterization is consistent with written information provided by the Holder in the Selling Holder Questionnaire) the “Plan of Distribution” in substantially the form attached hereto as Annex A. The Company shall use its commercially reasonable best efforts to keep such Registration Statement covering Redemption Shares issuable to more than one Limited Partnercontinuously effective under the Securities Act during the entire Effectiveness Period. The General Partner further agrees to supplement or make amendments to each By 5:00 p.m. (New York City time) on the Trading Day immediately following the Effective Date of such Registration Statement, if required by the rules, regulations or instructions applicable to Company shall file with the registration form utilized by the General Partner or by Commission in accordance with Rule 424 under the Securities Act or rules and regulations thereunder for the final prospectus to be used in connection with sales pursuant to such Registration StatementStatement (whether or not such filing is technically required under such Rule). (d) If: (i) a Registration Statement is not filed on or prior to its Filing Date covering the Registrable Securities required under this Agreement to be included therein, or (ii) a Registration Statement is not declared effective by the Commission on or prior to its required Effectiveness Date or if by the Trading Day immediately following the Effective Date the Company shall not have filed a “final” prospectus for the Registration Statement with the Commission under Rule 424(b) (whether or not such a prospectus is technically required by such Rule), or (iii) after its Effective Date, without regard for the reason thereunder or efforts therefore, such Registration Statement ceases for any reason to be effective and available to the Investors as to the Registrable Securities to which it is required to cover at any time prior to the expiration of its Effectiveness Period for more than an aggregate of 30 Trading Days (which need not be consecutive) (any such failure or breach being referred to as an “Event,” and for purposes of clauses (i) or (ii) the date on which such Event occurs, or for purposes of clause (iii) the date which such 30 Trading Day-period is exceeded, being referred to as “Event Date”), then in addition to any other rights the Investors may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Investor an amount in cash, as partial liquidated damages and not as a penalty, equal to 1.0% of the aggregate Investment Amount paid by such Investor pursuant to the Purchase Agreement. The parties agree that in no event will the Company be liable for liquidated damages under this Agreement in excess of 1.0% of the aggregate Investment Amount of the Investors in any single month and the maximum aggregate liquidated damages payable to a Investor under this Agreement shall be ten percent (10%) of the aggregate Investment Amount paid by such Investor pursuant to the Purchase Agreement per Event. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the cure of an Event (except in the case of the first Event Date), and shall cease to accrue (unless earlier cured) upon the expiration of the Effectiveness Period. (e) Each Holder agrees to furnish to the Company a completed Questionnaire in the form attached to this Agreement as Annex B (a “Selling Holder Questionnaire”). The Company shall not be required to include the Registrable Securities of a Holder in a Registration Statement and shall not be required to pay any liquidated or other damages under Section 2(d) to any Holder who fails to furnish to the Company a fully completed Selling Holder Questionnaire at least two Trading Days prior to the Filing Date (subject to the requirements set forth in Section 3(a)).

Registration. Subject to the terms of any agreement between the General Partner and one or more Limited Partners with respect to Partnership Units held by them: (a) Shelf Registration of In connection with the Common Stock. Within two weeks prior or subsequent to the first date upon which the Partnership Units owned by any Limited Partner may be redeemed (or such later date as may be permitted under applicable provisions of the Securities Act)Offering, the General Partner agrees Company has agreed to file with the Commission Commission, a shelf registration statement on Form S-3 (if the General Partner is eligible “Registration Statement”) registering for resale all Registrable Securities issued in the Offering. The Registration Statement may include other equity securities of the Company as the Company may determine in its sole discretion. The Company will agree to use best efforts to cause the Registration Statement to be filed no later than the Registration Filing Deadline and to become effective no later than the Registration Effectiveness Deadline. The Company will use commercially reasonably efforts to keep the Registration Statement effective until the earlier of the date that is eighteen (18) months following the effective date of the Registration Statement or such formdate when the Registrable Securities may be resold pursuant to Rule 144. If the Commission does not declare the Registration Statement effective as a result of the Commission’s determination that (y) under Rule 415 may not be relied upon for the registration of the Securities Act (a "Registration Statement") resale of any or any similar rule that may be adopted by the Commission, with respect to all of the REIT Shares Registrable Securities, and/or (z) a Holder of any Registrable Securities must be named as an underwriter, the Holders understand and agree that may be issued upon redemption of such Partnership Units pursuant to Section 8.05 hereof ("Redemption Shares"). The General Partner will use its best efforts to have the Company shall register in the Registration Statement declared effective under such number of Registrable Securities as is permitted by the Securities Act. The General Partner need not file a separate Registration Statement, but may file one Registration Statement covering Redemption Shares issuable to more than one Limited Partner. The General Partner further Commission without naming such holder(s) as an underwriter (unless such holder agrees to supplement or make amendments to each Registration Statement, if required by the rules, regulations or instructions applicable to the registration form utilized by the General Partner or by the Securities Act or rules and regulations thereunder for such Registration Statement. (b) If a Registration Statement under subsection (a) above is not available under the securities laws or the rules of the Commission, or if required to permit the resale of Redemption Shares by "Affiliates" (be named as defined in the Securities Actan underwriter), upon provided, however, that the written request of any Limited Partner holding at least 20,000 Partnership UnitsCompany may reduce, on a pro rata basis, the General Partner agrees total number of Registrable Securities to file with be registered on behalf of each such Holder. In any such pro rata reduction, the Commission a Registration Statement covering the resale number of Redemption Shares by Affiliates or others whose Redemption Shares are not covered by a Registration Statement filed pursuant Registrable Securities to subsection (a) above, provided that the General Partner is furnished all information with respect to holders of Redemption Shares required to complete be registered on such Registration Statement or any subsequent registration statement shall be determined in the following order: (i) first, the Investor Shares to be registered shall be registered on a pro rata basis among the holders of the Investor Shares, and have it declared effective by (ii) second the Commission. The General Partner will use its best efforts Registrable Warrant Shares to have be registered shall be registered on a pro rata basis among the Registration Statement declared effective under holders of the Securities Act. The General Partner need not file a separate Registration Statement, but may file one Registration Statement covering Redemption Shares issuable to more than one Limited Partner. The General Partner further agrees to supplement or make amendments to each Registration Statement, if required by the rules, regulations or instructions applicable to the registration form utilized by the General Partner or by the Securities Act or rules and regulations thereunder for such Registration StatementRegistrable Warrant Shares.

Registration. Subject to the terms of any agreement between the General Partner and one or more Limited Partners with respect to Partnership Units held by them: (a) Shelf Registration of No later than February 10, 2021 (the Common Stock. Within two weeks prior or subsequent to the first date upon which the Partnership Units owned by any Limited Partner may be redeemed (or such later date as may be permitted under applicable provisions of the Securities Act"Filing Deadline"), the General Partner agrees to file with the Commission a shelf registration statement on Form S-3 (if the General Partner is eligible to use such form) under Rule 415 of the Securities Act (a "Registration Statement") or any similar rule that may be adopted by the Commission, with respect to all of the REIT Shares that may be issued upon redemption of such Partnership Units pursuant to Section 8.05 hereof ("Redemption Shares"). The General Partner will use its best efforts to have the Registration Statement declared effective under the Securities Act. The General Partner need not file a separate Registration Statement, but may file one Registration Statement covering Redemption Shares issuable to more than one Limited Partner. The General Partner further agrees to supplement or make amendments to each Registration Statement, if required by the rules, regulations or instructions applicable to the registration form utilized by the General Partner or by the Securities Act or rules and regulations thereunder for such Registration Statement. (b) If a Registration Statement under subsection (a) above is not available under the securities laws or the rules of the Commission, or if required to permit the resale of Redemption Shares by "Affiliates" (as defined in the Securities Act), upon the written request of any Limited Partner holding at least 20,000 Partnership Units, the General Partner agrees to Company shall file with the Commission a Registration Statement (and/or a Prospectus as applicable) covering the offering and resale of Redemption Shares by Affiliates all of the SALT Registrable Securities pursuant to Rule 415, or others whose Redemption Shares are if Rule 415 is not covered by a available for offers or sales of the SALT Registrable Securities, for such other means of distribution of SALT Registrable Securities as the Holder may reasonably request. The Registration Statement filed pursuant required hereunder shall be on Form F-3 (except if the Company is not then eligible to subsection (a) aboveregister for resale the SALT Registrable Securities on Form F-3, provided that in which case the General Partner is furnished all information with respect to holders Registration shall be on Form F-1 or another appropriate form as shall be selected by the Company upon advice of Redemption Shares required to complete such its counsel). The Registration Statement required hereunder shall contain a "Plan of Distribution" reasonably acceptable to the Holder and have it declared effective by the CommissionCompany. The General Partner will Company shall use its best commercially reasonable efforts to have cause the Registration Statement to be declared effective under the Securities ActAct as soon as practicable after the Filing Deadline, but in no event later than the earlier of (i) the 90th calendar day following the Filing Deadline if the Commission notifies the Company that it will "review" the Registration Statement and (ii)the 5th business day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be "reviewed" or will not be subject to further review. The General Partner need not file a separate Registration Statement, but may file one Company shall use its commercially reasonable efforts to keep such Registration Statement covering Redemption Shares issuable to more than one Limited Partner. The General Partner further agrees to supplement or make amendments to each Registration Statement, if required by the rules, regulations or instructions applicable to the registration form utilized by the General Partner or by continuously effective under the Securities Act or (including the filing of any necessary amendments, post-effective amendments and supplements) with respect to such Holder until such Holder no longer owns SALT Registrable Securities (the "Effectiveness Period"), provided, however, that the Company's obligations to include the SALT Registrable Securities in the Registration Statement are contingent upon and subject to (i) the Holder furnishing a completed and executed selling shareholders questionnaire in the form contained in the Master Agreement to the Company that contains the information required by Commission rules for a Registration Statement regarding the Holder, the securities of the Company held by the Holder, and regulations thereunder for the intended method of disposition of the SALT Registrable Securities to effect the registration of the SALT Registrable Securities no later than two Business Days prior to the Filing Deadline, (ii) the terms and conditions contained in the Existing Registration Rights Agreement and (iii) the Holder executing such Registration Statementother documents in connection with such registration as the Company may reasonably request that are customary of a selling stockholder in similar situations.

Registration. Subject to the terms of any agreement between the General Partner and one or more Limited Partners with respect to Partnership Units held by them: (a) Shelf Registration of The Company shall, at its own cost, prepare and, not later than 45 days after (or if the Common Stock. Within two weeks prior or subsequent to 45th day is not a business day, the first business day thereafter) the date upon which the Partnership Units owned by any Limited Partner may be redeemed (or such later date as may be permitted under applicable provisions of Company’s annual report on Form 10-K for the Securities Act)fiscal year ending December 31, the General Partner agrees to file 2017 is filed with the Commission a shelf registration statement on Form S-3 (if the General Partner is eligible to use such form) under Rule 415 of the Securities Act (a "Registration Statement") or any similar rule that may be adopted by the Commission, with respect to all of the REIT Shares that may be issued upon redemption of such Partnership Units pursuant to Section 8.05 hereof ("Redemption Shares"). The General Partner will use its best efforts to have the Registration Statement declared effective under the Securities Act. The General Partner need not file a separate Registration Statement, but may file one Registration Statement covering Redemption Shares issuable to more than one Limited Partner. The General Partner further agrees to supplement or make amendments to each Registration Statement, if required by the rules, regulations or instructions applicable to the registration form utilized by the General Partner or by the Securities Act or rules and regulations thereunder for such Registration Statement. (b) If a Registration Statement under subsection (a) above is not available under the securities laws or the rules of the Commission, or if required to permit the resale of Redemption Shares by "Affiliates" (as defined in the Securities Act“10-K Filing Date”), upon the written request of any Limited Partner holding at least 20,000 Partnership Units, the General Partner agrees to file with the Commission a Registration Statement covering the resale of Redemption Shares the Registrable Securities by Affiliates or others whose Redemption Shares are not covered each Holder. (b) The Registration Statement filed hereunder shall be on an appropriate form as determined by the Board of Directors. Subject to the terms of this Agreement, the Company shall cause a Registration Statement filed pursuant hereunder to subsection (a) above, provided that the General Partner is furnished all information with respect to holders of Redemption Shares required to complete such Registration Statement and have it be declared effective by under the Commission. The General Partner will Securities Act as promptly as possible after the filing thereof but in no event later than the one (1) year anniversary of the Closing Date, and shall use its best efforts to have the keep such Registration Statement declared continuously effective under the Securities ActAct until the earlier of: (i) the date on which all Registrable Securities covered by such Registration Statement may be resold without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without REVOPage 2 the requirement for the Company to be in compliance with the current public information under Rule 144 or any other rule of similar effect; (ii) the date on which all Registrable Securities covered by such Registration Statement have been sold pursuant to a Prospectus or Rule 144 or any other rule of similar effect; or (iii) as otherwise mutually agreed to between the parties hereto (the “Effectiveness Period”). The General Partner need not file Company shall telephonically request effectiveness of a separate Registration Statement as of 5:00 p.m. New York City time on a Trading Day. The Company shall immediately notify the Holders via facsimile or by e-mail of the effectiveness of such Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. New York City time on the Trading Day after the effective date of such Registration Statement, but may file one Registration Statement covering Redemption Shares issuable to more than one Limited Partner. The General Partner further agrees to supplement or make amendments to each Registration Statement, if a final Prospectus with the Commission as required by the rules, regulations or instructions applicable to the registration form utilized by the General Partner or by the Securities Act or rules and regulations thereunder for such Registration StatementRule 424.

Registration. Subject to the terms of any agreement between the General Partner and one or more Limited Partners with respect to Partnership Units held by them: (a) Shelf Registration of the Common Stock. Within two weeks On or prior or subsequent to the first date upon which the Partnership Units owned by any Limited Partner may be redeemed (or such later date as may be permitted under applicable provisions of the Securities Act)Filing Date, the General Partner agrees to file with the Commission a shelf registration statement on Form S-3 (if the General Partner is eligible to use such form) under Rule 415 of the Securities Act (a "Registration Statement") or any similar rule that may be adopted by the Commission, with respect to all of the REIT Shares that may be issued upon redemption of such Partnership Units pursuant to Section 8.05 hereof ("Redemption Shares"). The General Partner will use its best efforts to have the Registration Statement declared effective under the Securities Act. The General Partner need not file a separate Registration Statement, but may file one Registration Statement covering Redemption Shares issuable to more than one Limited Partner. The General Partner further agrees to supplement or make amendments to each Registration Statement, if required by the rules, regulations or instructions applicable to the registration form utilized by the General Partner or by the Securities Act or rules Company shall prepare and regulations thereunder for such Registration Statement. (b) If a Registration Statement under subsection (a) above is not available under the securities laws or the rules of the Commission, or if required to permit the resale of Redemption Shares by "Affiliates" (as defined in the Securities Act), upon the written request of any Limited Partner holding at least 20,000 Partnership Units, the General Partner agrees to file with the Commission a Registration Statement covering the resale of Redemption Shares all of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415, or if Rule 415 is not available for offers and sales of the Registrable Securities by Affiliates or others whose Redemption Shares are not covered by a such other means of distribution of Registrable Securities as the Holders may specify. The Registration Statement filed pursuant shall be on Form S-3 (except if the Company is not then eligible to subsection (a) aboveregister for resale the Registrable Securities on Form S-3, provided that the General Partner is furnished all information with respect to holders of Redemption Shares required to complete such Registration Statement and have it declared effective by the Commission. The General Partner will use its best efforts to have in which case the Registration Statement shall be on another appropriate form in accordance herewith) and shall contain (unless otherwise directed by the Holders) the “Plan of Distribution” attached hereto as Annex A. Subject to the terms of this Agreement, the Company shall use its commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities ActAct on or prior to the earlier of (i) the 90th calendar day following the Filing Date (the 120th calendar day in the event of a review by the Commission) and (ii) the fifth business day after the Commission advises the Company that the Registration Statement will not be reviewed or the Commission has no further comments on the Registration Statement (the “Required Effective Date”). The General Partner need not file a separate Registration Statement, but may file one Company shall use its commercially reasonable efforts to keep the Registration Statement covering Redemption Shares issuable to more than one Limited Partner. The General Partner further agrees to supplement or make amendments to each Registration Statement, if required by the rules, regulations or instructions applicable to the registration form utilized by the General Partner or by continuously effective under the Securities Act or rules and regulations thereunder for until all Registrable Securities covered by such Registration StatementStatement have been sold or may be sold without volume restrictions pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 pm Eastern Time on a Trading Day. The Company shall immediately notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission. The Company shall, on the Trading Day after the Effective Date (as defined in the Purchase Agreement), file a 424(b) prospectus with the Commission. (b) If: (i) a Registration Statement is not filed on or prior to its Filing Date; or (ii) a Registration Statement filed or required to be filed hereunder is not declared effective by the Commission by its Required Effective Date or (iii) after the Required Effective Date, a Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities for which it is required to be effective, or the Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities for more than an aggregate of 75 calendar days during any 12-month period (which need not be consecutive calendar days) (any such failure or breach being referred to as an “Event”, and for purposes of clause (i) or (ii) the date on which such Event occurs or for purposes of clause (iii) the date on which such 75 calendar day period is exceeded being referred to as “Event Date”), then in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date until the applicable Event is cured, the Company shall pay to each Holder an amount in cash as partial liquidated damages and not as a penalty, equal to 1.5% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any Registrable Securities then held by such Holder; provided, that such liquidated damages shall not exceed 10% of the aggregate purchase price paid by all Holders pursuant to the Purchase Agreement. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the cure of an Event.

Registration. Subject The Company shall, on or prior to the terms of any agreement between the General Partner Filing Deadline, prepare and one or more Limited Partners with respect to Partnership Units held by them: (a) Shelf Registration of the Common Stock. Within two weeks prior or subsequent to the first date upon which the Partnership Units owned by any Limited Partner may be redeemed (or such later date as may be permitted under applicable provisions of the Securities Act), the General Partner agrees to file with the Commission a shelf registration statement on Form S-3 (if the General Partner is eligible to use such form) under Rule 415 of the Securities Act (a "Registration Statement") or any similar rule that may be adopted by the Commission, with respect to all of the REIT Shares that may be issued upon redemption of such Partnership Units pursuant to Section 8.05 hereof ("Redemption Shares"). The General Partner will use its best efforts to have the Registration Statement declared effective under the Securities Act. The General Partner need not file a separate Registration Statement, but may file one Registration Statement covering Redemption Shares issuable to more than one Limited Partner. The General Partner further agrees to supplement or make amendments to each Registration Statement, if required by the rules, regulations or instructions applicable to the registration form utilized by the General Partner or by the Securities Act or rules and regulations thereunder for such Registration Statement. (b) If a Registration Statement under subsection (a) above is not available under the securities laws or the rules of the Commission, or if required to permit the resale of Redemption Shares by "Affiliates" (as defined in the Securities Act), upon the written request of any Limited Partner holding at least 20,000 Partnership Units, the General Partner agrees to file with the Commission a Registration Statement (the “Initial Registration Statement”) covering the Registrable Securities for a selling stockholder resale offering to be made on a continuous basis pursuant to Rule 415. Each Registration Statement shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith). The Company shall use its commercially reasonable efforts to cause the Initial Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in no event later than the Effectiveness Deadline, and to remain effective continuously throughout the Effectiveness Period. The Company shall promptly notify the Holders via facsimile or electronic mail of Redemption Shares by Affiliates or others whose Redemption Shares are not covered by a “.pdf” format data file of the effectiveness of a Registration Statement filed pursuant to subsection within one (a1) abovebusiness day of the Effective Date. The Company shall, provided that by 9:30 a.m. New York City time on the General Partner is furnished all information first business day after the Effective Date, file a final Prospectus with respect to holders of Redemption Shares required to complete such Registration Statement and have it declared effective by the Commission, as required by Rule 424(b) of the Securities Act. The General Partner will Notwithstanding the registration obligations set forth in this Article 2, in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale on a single registration statement, the Company agrees to promptly (i) inform each of the Holders thereof, (ii) use its best efforts to have file amendments to the Registration Statement declared effective under as required by the Securities Act. The General Partner need not Commission and/or (iii) withdraw the Registration Statement and file a separate new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, but may file one the Company shall be obligated to use its commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the Commission guidance. In the event the Company amends the Initial Registration Statement covering Redemption Shares issuable to more than one Limited Partner. The General Partner further agrees to supplement or make amendments to each files a New Registration Statement, if required as the case may be, under clauses (ii) or (iii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by the rules, regulations Commission or instructions applicable Commission guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form utilized by available to register for resale those Registrable Securities that were not registered for resale on the General Partner or by the Securities Act or rules and regulations thereunder for such Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”).

Registration. Subject to the terms of any agreement between the General Partner and one or more Limited Partners with respect to Partnership Units held by them: (a) Shelf Registration of the Common Stock. Within two weeks On or prior or subsequent to the first date upon which the Partnership Units owned by any Limited Partner may be redeemed (or such later date as may be permitted under its applicable provisions of the Securities Act)Filing Date, the General Partner agrees to file with the Commission a shelf registration statement on Form S-3 (if the General Partner is eligible to use such form) under Rule 415 of the Securities Act (a "Registration Statement") or any similar rule that may be adopted by the Commission, with respect to all of the REIT Shares that may be issued upon redemption of such Partnership Units pursuant to Section 8.05 hereof ("Redemption Shares"). The General Partner will use its best efforts to have the Registration Statement declared effective under the Securities Act. The General Partner need not file a separate Registration Statement, but may file one Registration Statement covering Redemption Shares issuable to more than one Limited Partner. The General Partner further agrees to supplement or make amendments to each Registration Statement, if required by the rules, regulations or instructions applicable to the registration form utilized by the General Partner or by the Securities Act or rules Company shall prepare and regulations thereunder for such Registration Statement. (b) If a Registration Statement under subsection (a) above is not available under the securities laws or the rules of the Commission, or if required to permit the resale of Redemption Shares by "Affiliates" (as defined in the Securities Act), upon the written request of any Limited Partner holding at least 20,000 Partnership Units, the General Partner agrees to file with the Commission a Registration Statement covering the resale of Redemption Shares by Affiliates or others whose Redemption Shares are all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. Each Registration Statement required to be filed under this Agreement shall be filed on Form S-3 (or if the Company is not then eligible to utilize such form of registration, it shall utilize such other available form appropriate for such purpose) and contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement, other than as to the characterization of any Holder as an underwriter, which shall not occur without such Holder’s written consent) the “Plan of Distribution” attached hereto as Annex B. The Company shall cause each Registration Statement required to be filed under this Agreement to be declared effective under the Securities Act as soon as possible but, in any event, no later than its Effectiveness Date, and shall use its reasonable best efforts to keep each such Registration Statement continuously effective during its entire Effectiveness Period. By 5:00 p.m. (New York City time) on the Business Day immediately following the Effective Date of each Registration Statement, the Company shall file with the Commission in accordance with Rule 424 the final prospectus to be used in connection with sales pursuant to such Registration Statement (whether or not such filing is technically required under such Rule). If for any reason other than due solely to SEC Restrictions, a Registration Statement is effective but not all outstanding Registrable Securities are registered for resale pursuant thereto, then the Company shall prepare and file by the applicable Filing Date an additional Registration Statement to register the resale of all such unregistered Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. (b) Notwithstanding anything to the contrary contained in this Section 2, if the Company receives Commission Comments, and following discussions with and responses to the Commission in which the Company uses its reasonable best efforts and time to cause as many Registrable Securities for as many Holders as possible to be included in the Registration Statement filed pursuant to subsection Section 2(a) without characterizing any Holder as an underwriter (aand in such regard uses its reasonable best efforts to cause the Commission to permit the affected Holders or their respective counsel to participate in Commission conversations on such issue together with Company Counsel, and timely conveys relevant information concerning such issue with the affected Holders or their respective counsel), the Company is unable to cause the inclusion of all Registrable Securities, then the Company may, following not less than three (3) aboveTrading Days prior written notice to the Holders (i) remove from the Registration Statement such Registrable Securities (the “Cut Back Shares”) and/or (ii) agree to such restrictions and limitations on the registration and resale of the Registrable Securities, provided that in each case as the General Partner is furnished all information with respect Commission may require in order for the Commission to holders of Redemption Shares required to complete allow such Registration Statement to become effective; provided, that in no event may the Company name any Holder as an underwriter without such Holder’s prior written consent (collectively, the “SEC Restrictions”). Unless the SEC Restrictions otherwise require, any cut-back imposed pursuant to this Section 2(b) shall be allocated among the Registrable Securities of the Holders on a pro rata basis. No registration delay payments under Section 2(c) shall accrue on or as to any Cut Back Shares, and have it the required Effectiveness Date for such Registration Statement will be tolled, until such time as the Company is able to effect the registration of the Cut Back Shares in accordance with any SEC Restrictions (such date, the “Restriction Termination Date”). From and after the Restriction Termination Date, all provisions of this Section 2 (including, without limitation, the registration delay payment provisions, subject to tolling as provided above) shall again be applicable to the Cut Back Shares (which, for avoidance of doubt, retain their character as “Registrable Securities”) so that the Company will be required to file with and cause to be declared effective by the Commission. The General Partner will use Commission such additional Registration Statements in the time frames set forth herein as necessary to ultimately cause to be covered by effective Registration Statements all Registrable Securities. (c) If: (i) a Registration Statement is not filed on or prior to its best efforts Filing Date covering the Registrable Securities required under this Agreement to be included therein (if the Company files a Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a) hereof, the Company shall not be deemed to have satisfied this clause (i)), or (ii) a Registration Statement is not declared effective by the Commission on or prior to its required Effectiveness Date or if by the Business Day immediately following the Effective Date, the Company shall not have filed a “final” prospectus for the Registration Statement declared with the Commission under Rule 424(b) in accordance with the terms hereof (whether or not such a prospectus is technically required by such Rule), or (iii) after its Effective Date, without regard for the reason thereunder or efforts therefor, such Registration Statement ceases for any reason to be effective and available to the Holders as to all Registrable Securities to which it is required to cover at any time prior to the expiration of its Effectiveness Period for more than an aggregate of 30 Trading Days (which need not be consecutive), or (iv) the Company fails, during the period from the six month anniversary of the Closing Date to the one year anniversary of the Closing Date, to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company pursuant to the Exchange Act, other than Form 8-K reports (any such failure or breach being referred to as an “Event,” and for purposes of clauses (i), (ii), or (iv) the date on which such Event occurs, or for purposes of clause (iii) the date which such 30 Trading Day-period is exceeded, being referred to as “Event Date”), then in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial registration delay payments and not as a penalty, equal to the product of (x) the product of (A) 1.0% multiplied by (B) the quotient of (i) the number of such Holder’s Registrable Securities Actthat are not then covered, but are required to be covered, by a Registration Statement that is then effective and available for use by such Holder divided by (ii) the total number of such Holder’s Registrable Securities multiplied by (y) the aggregate Investment Amount paid by such Holder for the Shares pursuant to the Purchase Agreement. The General Partner need parties hereto agree that in no event will the Company be liable for any registration delay payments under this Agreement in excess of 1.0% of the aggregate Investment Amount of the Holders in any 30-day period and the maximum aggregate registration delay payments payable to a Holder under this Agreement shall be 10% of the aggregate Investment Amount paid by such Holder pursuant to the Purchase Agreement. The partial registration delay payments pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the cure of an Event (except in the case of the first Event Date), and shall cease to accrue (unless earlier cured) upon the expiration of the Effectiveness Period. For the avoidance of doubt, in no event shall the Company be liable for registration delay payments with respect to Cut Back Shares. (d) Each Holder agrees to furnish to the Company a completed Questionnaire in the form attached to this Agreement as Annex C (a “Selling Holder Questionnaire”). The Company shall not file be required to include the Registrable Securities of a separate Registration Statement, but may file one Holder in a Registration Statement covering Redemption Shares issuable and shall not be required to more than one Limited Partner. The General Partner further agrees pay any registration delay payments under Section 2(c) to supplement or make amendments any Holder who fails to each Registration Statement, if required by the rules, regulations or instructions applicable furnish to the registration form utilized by Company a fully completed Selling Holder Questionnaire at least two Trading Days prior to the General Partner or by Filing Date (subject to the Securities Act or rules and regulations thereunder for such Registration Statementrequirements set forth in Section 3(a)).

Registration. (a) No later than the Filing Date, the Company shall file with the Commission the Initial Registration Statement relating to the resale by the Holders of all (or such other number as the Commission will permit) of the Registrable Securities. If Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities on another appropriate form and (ii) undertake to register the Registrable Securities on Form S-3 as soon as such form is available; provided, that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission. Subject to the terms of this Agreement, the Company shall use its best efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act within forty-five (45) days after the filing thereof, but in any agreement between event no later than the General Partner applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holder (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the Holder via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holders within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(g). (b) Notwithstanding the registration obligations set forth in Section 2(a), if the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly inform each of the Holders thereof and use its best efforts to file amendments to the Initial Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering, subject to the provisions of Section 2(e); with respect to filing on Form S-3 or other appropriate form, and subject to the provisions of Section 2(d) with respect to the payment of liquidated damages; provided, however, that prior to filing such amendment, the Company shall be obligated to use diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09. (c) Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 2(d), if the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater portion of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced as follows: i. first, the Company shall reduce or eliminate any securities to be included by any Person other than a Holder; and ii. second, the Company shall reduce Registrable Securities represented by Conversion Shares (applied, in the case that some Conversion Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Conversion Shares held by such Holders). In the event of a cutback hereunder, the Company shall give the Holder at least five (5) Trading Days prior written notice along with the calculations as to such Holder’s allotment. In the event the Company amends the Initial Registration Statement in accordance with the foregoing, the Company will use its best efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more Limited Partners with respect registration statements on Form S-3 or such other form available to Partnership Units held by them:register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended. (ad) Shelf Registration Provided, that no event of default exists under the Purchase Agreement or any of the Common Stock. Within two weeks other Transaction Documents, if: (i) the Initial Registration Statement is not filed on or prior or subsequent to the first date upon which Filing Date (if the Partnership Units owned Company files the Initial Registration Statement without providing the Holders the opportunity to review and comment on the same as required by any Limited Partner may be redeemed (or such later date as may be permitted under applicable provisions of the Securities Act)Section 3(a) herein, the General Partner agrees Company shall be deemed to have not satisfied this clause (i)) or (ii) the Company fails to file with the Commission a shelf registration statement request for acceleration of a Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act, within five (5) Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Registration Statement will not be “reviewed” or will not be subject to further review, or (iii) prior to the effective date of a Registration Statement, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within ten (10) calendar days after the receipt of comments by or notice from the Commission that such amendment is required in order for such Registration Statement to be declared effective, or (iv) a Registration Statement registering for resale all of the Registrable Securities is not declared effective by the Commission by the Effectiveness Date of the Initial Registration Statement, or (v) after the effective date of a Registration Statement, such Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in such Registration Statement, or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than ten (10) consecutive calendar days or more than an aggregate of fifteen (15) calendar days (which need not be consecutive calendar days) during any 12-month period (any such failure or breach being referred to as an “Event”, and for purposes of clause (i) thirty (30) calendar days after the date on Form S-3 which such Event occurs, and for purpose of clause (ii), the date on which such five (5) Trading Day period is exceeded, and for purpose of clause (iii) the date which such fifteen (15) calendar day period is exceeded, and for purpose of clause (v) the date on which such ten (10) or fifteen (15) calendar day period, as applicable, is exceeded being referred to as “Event Date”), then, in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date thereafter (if the General Partner is eligible to use applicable Event shall not have been cured by such form) under Rule 415 of the Securities Act (a "Registration Statement"date) or any similar rule pro rata portion thereof, until the applicable Event is cured or sixty (60) calendar days after the applicable Event Date, whichever occurs first, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to the product of two percent (2.0%) multiplied by the Subscription Amount paid by such Holder for the Notes and Shares of Preferred Stock pursuant to the Purchase Agreement; provided, that may the maximum amount payable thereunder shall not exceed 4% of such Subscription Amount paid by such Holder. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven (7) days after the date payable, the Company will pay interest thereon at a rate of eighteen percent (18%) per annum (or such lesser maximum amount that is permitted to be adopted paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. (e) Notwithstanding anything to the contrary contained herein but subject to comments by the Commission, with respect in no event shall the Company be permitted to all name any Holder or affiliate of a Holder as an underwriter without the REIT Shares that may be issued upon redemption prior written consent of such Partnership Units pursuant to Section 8.05 hereof ("Redemption Shares"). The General Partner will use its best efforts to have the Registration Statement declared effective under the Securities Act. The General Partner need not file a separate Registration Statement, but may file one Registration Statement covering Redemption Shares issuable to more than one Limited Partner. The General Partner further agrees to supplement or make amendments to each Registration Statement, if required by the rules, regulations or instructions applicable to the registration form utilized by the General Partner or by the Securities Act or rules and regulations thereunder for such Registration StatementHolder. (b) If a Registration Statement under subsection (a) above is not available under the securities laws or the rules of the Commission, or if required to permit the resale of Redemption Shares by "Affiliates" (as defined in the Securities Act), upon the written request of any Limited Partner holding at least 20,000 Partnership Units, the General Partner agrees to file with the Commission a Registration Statement covering the resale of Redemption Shares by Affiliates or others whose Redemption Shares are not covered by a Registration Statement filed pursuant to subsection (a) above, provided that the General Partner is furnished all information with respect to holders of Redemption Shares required to complete such Registration Statement and have it declared effective by the Commission. The General Partner will use its best efforts to have the Registration Statement declared effective under the Securities Act. The General Partner need not file a separate Registration Statement, but may file one Registration Statement covering Redemption Shares issuable to more than one Limited Partner. The General Partner further agrees to supplement or make amendments to each Registration Statement, if required by the rules, regulations or instructions applicable to the registration form utilized by the General Partner or by the Securities Act or rules and regulations thereunder for such Registration Statement.

Registration. Subject to the terms of any agreement between the General Partner and one or more Limited Partners with respect to Partnership Units held by them: (a) Shelf The Company’s registration obligations set forth in this Section 2 including its obligations to file Registration Statements upon receipt of Filing Notices, obtain effectiveness of Registration Statements, and maintain the Common Stock. Within two weeks prior continuous effectiveness of Registration Statement that have been declared effective shall begin on the date hereof and continue until all the Registrable Securities have been sold or subsequent may permanently be sold without any restrictions pursuant to Rule 144, as determined by the counsel to the first date upon which Company or the Partnership Units owned by any Limited Partner may be redeemed Investor’s Counsel pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders (or such later date as may be permitted under applicable provisions of the Securities Act“Registration Period”). (b) Anytime during the Registration Period, the General Partner agrees Investor shall have the right to deliver to the Company a Filing Notice as provided for herein which shall trigger the Company’s obligations to file a Registration Statement as set forth below. (c) After receipt of a Filing Notice, the Company shall, on or prior to the Filing Deadline, prepare and file with the Commission SEC a shelf registration statement Registration Statement on Form S-3 S-1 or SB-2 (or, if the General Partner Company is eligible to use such formthen eligible, on Form S-3) under Rule 415 of covering the Securities Act (a "Registration Statement") or any similar rule that may be adopted resale by the Commission, with respect to Investor of all of the REIT Shares that may be issued upon redemption Registrable Securities set forth in such Filing Notice. Each Registration Statement shall contain the “Selling Stockholders” and “Plan of such Partnership Units pursuant to Section 8.05 hereof ("Redemption Shares"). Distribution” sections in substantially the form attached hereto as Exhibit A and contain all the required disclosures set forth on Exhibit B. The General Partner will Company shall use its best efforts to have the each Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the Effectiveness Deadline. By 9:30 am on the date following the date of effectiveness, the Company shall file with the SEC in accordance with Rule 424 under the Securities Act. The General Partner need not file a separate Registration Statement, but may file one Registration Statement covering Redemption Shares issuable 1933 Act the final Prospectus to more than one Limited Partner. The General Partner further agrees be used in connection with sales pursuant to supplement or make amendments to each Registration Statement, if required by the rules, regulations or instructions applicable to the registration form utilized by the General Partner or by the Securities Act or rules and regulations thereunder for such Registration Statement. (b) If a Registration Statement under subsection (a) above is not available under . Prior to the securities laws or the rules filing of the Commission, or if required to permit the resale of Redemption Shares by "Affiliates" (as defined in the Securities Act), upon the written request of any Limited Partner holding at least 20,000 Partnership Units, the General Partner agrees to file with the Commission a Registration Statement covering the resale of Redemption Shares by Affiliates or others whose Redemption Shares are not covered by a Registration Statement filed pursuant to subsection (a) above, provided that the General Partner is furnished all information with respect to holders of Redemption Shares required to complete such Registration Statement and have it declared effective by the Commission. The General Partner will use its best efforts to have the Registration Statement declared effective under with the Securities ActSEC, the Company shall furnish a draft of the Registration Statement to the Investor for their review and comment. The General Partner need not file a separate Registration Statement, but may file one Investor shall furnish comments on the Registration Statement covering Redemption Shares issuable to more than one Limited Partner. The General Partner further agrees to supplement or make amendments to each Registration Statement, if required by the rules, regulations or instructions applicable to the registration form utilized by Company within 24 hours of the General Partner or by receipt thereof from the Securities Act or rules and regulations thereunder for such Registration StatementCompany.

Registration. Subject to the terms of any agreement between the General Partner and one or more Limited Partners with respect to Partnership Units held by them: (a) Shelf Registration of the Common Stock. Within two weeks On or prior or subsequent to the first date upon which Filing Date the Partnership Units owned by any Limited Partner may be redeemed (or such later date as may be permitted under applicable provisions of the Securities Act), the General Partner agrees to file with the Commission a shelf registration statement on Form S-3 (if the General Partner is eligible to use such form) under Rule 415 of the Securities Act (a "Registration Statement") or any similar rule that may be adopted by the Commission, with respect to all of the REIT Shares that may be issued upon redemption of such Partnership Units pursuant to Section 8.05 hereof ("Redemption Shares"). The General Partner will use its best efforts to have the Registration Statement declared effective under the Securities Act. The General Partner need not file a separate Registration Statement, but may file one Registration Statement covering Redemption Shares issuable to more than one Limited Partner. The General Partner further agrees to supplement or make amendments to each Registration Statement, if required by the rules, regulations or instructions applicable to the registration form utilized by the General Partner or by the Securities Act or rules Company shall prepare and regulations thereunder for such Registration Statement. (b) If a Registration Statement under subsection (a) above is not available under the securities laws or the rules of the Commission, or if required to permit the resale of Redemption Shares by "Affiliates" (as defined in the Securities Act), upon the written request of any Limited Partner holding at least 20,000 Partnership Units, the General Partner agrees to file with the Commission a Registration Statement covering the resale of Redemption Shares Registrable Securities for an offering to be made by Affiliates or others whose Redemption Shares are not covered by the Holders on a continuous basis pursuant to Rule 415. The Registration Statement filed shall be on Form SB-2 (except if the Company does not meet the requirements of such form or if the Holders’ offering of the Registrable Securities is not then eligible to be registered for resale on Form SB-2, in which case the Registration Statement shall be on another appropriate form in accordance herewith). Each Holder of Registrable Securities wishing to sell Registrable Securities pursuant to subsection (a) above, provided that the General Partner is furnished Registration Statement agrees to timely deliver to the Company in writing all information with respect relating to holders of Redemption Shares required to complete such Holder and its “affiliates” (as defined in Rule 144) as the Company may reasonably require for inclusion in the Registration Statement. The Company shall cause the Registration Statement to become effective and remain effective as provided herein, subject to any Discontinuation Event (as hereinafter defined). The Company shall use its reasonable commercial efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than the Effectiveness Date. The Company shall use its reasonable commercial efforts to keep the Registration Statement continuously effective under the Securities Act until the date which is the earlier date of when (i) all Registrable Securities have it been sold, or (ii) all Registrable Securities may be sold immediately without registration under the Securities Act and without volume restrictions pursuant to Rule 144(k), as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent, or (iii) the date on which there cease to be any Registrable Securities outstanding (the “Effectiveness Period”). (b) If: (i) the Registration Statement is not filed on or prior to the Filing Date; or (ii) the Registration Statement is not declared effective by the Commission by the Effectiveness Date; or (iii) after the Registration Statement is declared effective by the Commission. The General Partner will use its best efforts to have , the Registration Statement ceases to be effective (by suspension or otherwise) as to all Registrable Securities to which it is required to relate at any time prior to the expiration of the Effectiveness Period (without being succeeded immediately by an additional registration statement filed and declared effective under effective) for a period of time which shall exceed 60 days in the Securities Act. The General Partner need not file aggregate per year or more than 30 consecutive calendar days (defined as a separate Registration Statement, but may file one period of 365 days commencing on the date the Registration Statement covering Redemption Shares issuable is declared effective); or (iv) the Common Stock is not listed or quoted, or is suspended from trading on any Trading Market for a period of three (3) consecutive Trading Days other than as part of a general suspension of all securities trading on the Trading Market (provided the Company shall not have been able to more than one Limited Partner. The General Partner further agrees cure such trading suspension within 30 days of the notice thereof or list the Common Stock on another Trading Market); (any such failure or breach being referred to supplement as an “Event,” and for purposes of clause (i) or make amendments (ii) the date on which such Event occurs, or for purposes of clause (iii) the date which such 60 day or 30 consecutive day period (as the case may be) is exceeded, or for purposes of clause (iv) the date on which such three (3) Trading Day period is exceeded, being referred to as “Event Date”), then until the applicable Event is cured, the Company shall pay to each Registration StatementHolder an amount in cash, if as liquidated damages and not as a penalty, equal to (x) in the case of any date on or prior to 30 days following any Event Date, 1.0%, (y) in the case of any date after 30 days following any Event Date and on or prior to 60 days following any Event Date, 1.5% and (z) in the case of any date occurring after 60 days following any Event Date, 2.0%, in each case, for each thirty (30) day period (prorated for partial periods) on a daily basis of the outstanding principal amount of the Note. While such Event continues, such liquidated damages shall be paid not less often than each thirty (30) days. Any unpaid liquidated damages as of the date when an Event has been cured by the Company shall be paid within three (3) days following the date on which such Event has been cured by the Company. (c) Within three business days of the Effectiveness Date, the Company shall cause its counsel to issue a blanket opinion in the form attached hereto as Exhibit A, to the transfer agent stating that the shares are subject to an effective registration statement and can be reissued free of restrictive legend upon notice of a sale by the Purchaser and confirmation by the Purchaser that it has complied with the prospectus delivery requirements, provided that the Company has not advised the transfer agent orally or in writing that the opinion has been withdrawn or that a Suspension Notice has been delivered. Copies of the blanket opinion required by the rules, regulations or instructions applicable this Section 2(c) shall be delivered to the registration form utilized by Purchaser within the General Partner or by the Securities Act or rules and regulations thereunder for such Registration Statementtime frame set forth above.

Registration. Subject to the terms of any agreement between the General Partner and one or more Limited Partners with respect to Partnership Units held by them: (a) Shelf Registration The General Partner shall (i) prepare, file and use reasonable efforts to cause to become effective on or before the ninetieth day following the first anniversary of the Common Stock. Within two weeks prior or subsequent date hereof a registration statement, which may be on Form S- 3, under the Securities Act relating to the first date Shares to be issued upon which exercise of the Partnership Units owned Redemption Rights assuming full satisfaction of the Redemption Rights by any Limited Partner may be redeemed delivery of Shares and (or ii) prepare and file with the SEC such later date amendments and supplements to such registration statement and the prospectus used in connection therewith as may be permitted under applicable necessary to keep such registration statement effective and to comply with the provisions of the Securities Act), the General Partner agrees to file with the Commission a shelf registration statement on Form S-3 (if the General Partner is eligible to use such form) under Rule 415 of the Securities Act (a "Registration Statement") or any similar rule that may be adopted by the Commission, with respect to all of the REIT Shares that may be issued upon redemption of such Partnership Units pursuant to Section 8.05 hereof ("Redemption Shares"). The General Partner will use its best efforts to have the Registration Statement declared effective under the Securities Act. The General Partner need not file a separate Registration Statement, but may file one Registration Statement covering Redemption Shares issuable to more than one Limited Partner. The General Partner further agrees to supplement or make amendments to each Registration Statement, if required by the rules, regulations or instructions applicable to the registration form utilized by the General Partner or by the Securities Act or rules and regulations thereunder for such Registration Statement. (b) If The General Partner shall pay all Registration Expenses incurred prior to the sixth anniversary of the date hereof with respect to filing and keeping effective the registration statement through such date, and the Unitholders shall reimburse the General Partner for Registration Expenses (or a pro rata portion of the Registration Expenses based on the number of Shares issuable to such Unitholders upon full exercise of the Redemption Rights of such Unitholders relative to the total number of Shares issuable pursuant to such registration statement) which are incurred after the sixth anniversary of the date hereof in respect of maintaining effective (but not the initial filing and causing to become effective of) such registration statement; provided, however, that Contributing Partner shall not be required to reimburse any costs (i) of preparing any documents filed with the SEC that are incorporated by reference in the Registration Statement under subsection or (aii) above that become necessary because the General Partner is not available under unable to use Form S-3 (or any equivalent short form that relies on incorporation by reference) for the securities laws or reason that the rules General Partner has failed to comply on a timely basis with any requirement of the Commission, Acts or if required Form S-3. The reimbursement of such expenses by the Unitholders shall be paid upon demand. (c) Notwithstanding anything to permit the resale of Redemption Shares by "Affiliates" (as defined in the Securities Act), upon the written request of any Limited Partner holding at least 20,000 Partnership Unitscontrary contained herein, the General Partner agrees shall have no obligation to file with the Commission a Registration Statement covering the resale of Redemption Shares by Affiliates or others whose Redemption Shares are not covered by a Registration Statement keep any registration statement filed pursuant to subsection this Section 4.1 effective after the Expiration Date or if the status of the General Partner (aor its successor) above, provided as an Exchange Act Reporting Company is terminated or all of the Unitholders notify the General Partner in writing that the General Partner is furnished all information with respect to holders of Redemption Shares required to complete no longer need keep such Registration Statement and have it declared effective by the Commission. The General Partner will use its best efforts to have the Registration Statement declared effective under the Securities Act. The General Partner need not file a separate Registration Statement, but may file one Registration Statement covering Redemption Shares issuable to more than one Limited Partner. The General Partner further agrees to supplement or make amendments to each Registration Statement, if required by the rules, regulations or instructions applicable to the registration form utilized by the General Partner or by the Securities Act or rules and regulations thereunder for such Registration Statementstatement effective.

Registration. Subject By no later than June 11, 2021, subject to the terms of any agreement between the General Partner and one or more Limited Partners with respect to Partnership Units held by them: (a) Shelf Registration cooperation of the Common Stock. Within two weeks prior or subsequent to the first date upon which the Partnership Units owned by any Limited Partner may be redeemed (or such later date as may be permitted under applicable provisions of the Securities Act)Investors, the General Partner agrees to Company shall prepare and file with the Commission SEC a shelf registration statement Registration Statement providing for the offer and sale by the Investors of the Registrable Securities for an offering to be made on a delayed or continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-1; provided that the Company shall move such Registrable Securities from the Form S-1 and register for resale the Registrable Securities on Form S-3 (if at such time as the General Partner Company is eligible to use a Form S-3 for such form) under Rule 415 purpose; provided further that the Company shall maintain the effectiveness of the Securities Act (a "Registration Statement") or any similar rule that may be adopted by the Commission, with respect to all of the REIT Shares that may be issued upon redemption of such Partnership Units pursuant to Section 8.05 hereof ("Redemption Shares"). The General Partner will use its best efforts to have the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the SEC. Thereafter, the Company shall use its commercially reasonable efforts to cause the Registration Statement to be declared effective or otherwise to become effective under the Securities ActAct as soon as reasonably practicable, but, in any event, no later than the Effectiveness Date. The General Partner need not file a separate Registration Statement, but may file one Company shall use its commercially reasonable efforts to keep such Registration Statement covering Redemption Shares issuable to more than one Limited Partner. The General Partner further agrees to supplement or make amendments to each Registration Statement, if required by the rules, regulations or instructions applicable to the registration form utilized by the General Partner or by continuously effective under the Securities Act or rules and regulations thereunder for such Registration Statement. (b) If a Registration Statement under subsection (a) above is not available under the securities laws or the rules of the Commission, or if required to permit the resale of Redemption Shares by "Affiliates" (as defined in the Securities Act), upon the written request of any Limited Partner holding at least 20,000 Partnership Units, the General Partner agrees to file with the Commission a Registration Statement covering the resale of Redemption Shares by Affiliates or others whose Redemption Shares are not covered by a Registration Statement filed pursuant to subsection (a) above, provided that the General Partner is furnished all information with respect to holders of Redemption Shares required each Investor’s Registrable Securities until such Voting Securities cease to complete such be Registrable Securities (the “Effectiveness Period”). By 9:30 a.m. New York time on the Business Day following the date the Registration Statement and have it is declared effective by the Commission. The General Partner will use its best efforts to have SEC, if required, the Registration Statement declared effective Company shall file with the SEC in accordance with Rule 424 under the Securities ActAct the final prospectus to be used in connection with sales pursuant to the Registration Statement. The General Partner need not file a separate Registration StatementInvestors shall have the right to select one legal counsel, but may file one Registration Statement covering Redemption Shares issuable to more than one Limited Partner. The General Partner further agrees to supplement or make amendments to each Registration Statement, if required the reasonable cost of which shall be borne by the rulesCompany, regulations or instructions applicable to review and oversee the registration form utilized to be effected pursuant to this Section 2.01 and to comment on any filings with, or written submission made to, the SEC with respect thereto, which counsel shall be designated by the General Partner or by holders of a majority of the Securities Act or rules and regulations thereunder for such Registration StatementRegistrable Securities.

Registration. Subject to the terms of any agreement between the General Partner and one or more Limited Partners with respect to Partnership Units held by them: (a) Shelf Registration The Company shall, as soon as practicable after obtaining audited financial statements as are required to be filed with the SEC pursuant to Section 13(a) of the Exchange Act, but in any event not later than September 30, 2011 file to register its shares of Common Stock. Within two weeks prior or subsequent Stock pursuant to the first Exchange Act and file, after such registration becomes effective, all reports and other information necessary to satisfy the reporting requirements under the Exchange Act (the date upon on which the Partnership Units owned by any Limited Partner may be redeemed Company’s registration under the Exchange Act is thus effected is referred to herein as the “Registration Date”). (b) As soon as practicable after the Registration Date or such later date as may be permitted under applicable provisions earlier, at the option of the Securities Act)Company, the General Partner agrees Company shall notify in writing all Holders of the intent of the Company to file with a Registration Statement relating to all Registrable Securities, to provide for the Commission sale by the holders thereof of the Registrable Securities from time to time on a shelf registration statement on Form S-3 (if the General Partner is eligible delayed or continuous basis pursuant to use such form) under Rule 415 of under the Securities Act (a "“Shelf Registration”). (c) Notwithstanding anything herein, the Company shall include in the Shelf Registration Statement (i) all Registrable Securities then known to the Company and (ii) any other Registrable Securities held by a Holder which any Holder notifies the Company should be included in such Registration Statement") . Any Holder wishing not to have its Registrable Securities (or any similar rule portion thereof) included in the Shelf Registration shall provide a written notice thereof to the Company within ten (10) Business Days after the receipt of the Company’s notice pursuant to Section 2(b). In the event that may a Holder subsequently notifies the Company that it wishes to include Registrable Securities in the Registration Statement, the Company shall promptly amend the Registration Statement, if it has not been declared effective to include such Registrable Securities. If such Registrable Securities were held by a Registrable Holder at the filing of the Shelf Registration and should have been included pursuant to the terms hereof, the Company shall amend the Registration Statement to include such Registrable Securities (including, if necessary, by filing a Registration Statement that will be adopted by part of the Commissionsame Prospectus pursuant to Rule 429 under the Securities Act). (d) Any Holder wishing not to have its Registrable Securities (or any portion thereof) included in the Shelf Registration shall provide a written notice thereof to the Company within ten (10) Business Days after the receipt of the Company’s notice pursuant to Section 2(b). (e) Within fifteen (15) days after the Registration Date, the Company shall file with the SEC, and the Company shall use its commercially reasonable efforts to cause to be declared effective as promptly as practicable thereafter, the Shelf Registration with respect to all of Registrable Securities other than those excluded by the REIT Shares that may be issued upon redemption of such Partnership Units Holders pursuant to Section 8.05 hereof ("Redemption Shares"2(d). The General Partner will use its best efforts to have the Registration Statement declared effective under the Securities Act. The General Partner need not file a separate Registration Statement, but may file one Registration Statement covering Redemption Shares issuable to more than one Limited Partner. The General Partner further agrees to supplement or make amendments to each Registration Statement, if required by the rules, regulations or instructions applicable to the registration form utilized by the General Partner or by the Securities Act or rules and regulations thereunder for such Registration Statement. (bf) If a Registration Statement under subsection (a) above is not available under The Company shall use commercially reasonable efforts to keep the securities laws or the rules of the Commission, or if required to permit the resale of Redemption Shares by "Affiliates" (as defined in the Securities Act), upon the written request of any Limited Partner holding at least 20,000 Partnership Units, the General Partner agrees to file with the Commission a Registration Statement covering the resale of Redemption Shares by Affiliates or others whose Redemption Shares are not covered by a Registration Statement filed pursuant to subsection this Section 2 continuously effective and usable for the resale of the Registrable Securities covered thereby for a period of three (a3) above, provided that years from the General Partner is furnished all information with respect to holders of Redemption Shares required to complete date on which the SEC declares such Registration Statement and have it declared effective effective, or until such earlier date as all of the Registrable Securities covered by the Commission. The General Partner will use its best efforts to have the such Registration Statement declared effective under the Securities Act. The General Partner need not file a separate Registration Statement, but may file one Registration Statement covering Redemption Shares issuable have been sold pursuant to more than one Limited Partner. The General Partner further agrees to supplement or make amendments to each Registration Statement, if required by the rules, regulations or instructions applicable to the registration form utilized by the General Partner or by the Securities Act or rules and regulations thereunder for such Registration Statement. If any Registrable Securities remain issued and outstanding after three (3) years following the initial effective date of such Shelf Registration, upon the request of Holder(s) of at least ten percent (10%) of the Registrable Securities then outstanding, the Company shall, prior to the expiration of such Shelf Registration, file a new Shelf Registration and shall thereafter use its commercially reasonable efforts to cause to be declared effective as promptly as practical, such new Shelf Registration.

Registration. Subject to the terms of any agreement between the General Partner and one or more Limited Partners with respect to Partnership Units held by them: (a) Shelf Registration of In the Common Stock. Within two weeks prior or subsequent to event the first date upon which Public Transaction has been consummated and the Partnership Units owned by any Limited Partner may be redeemed (or such later date as may be permitted under applicable provisions of the Securities Act), the General Partner agrees to file with the Commission a shelf registration statement on Form S-3 (if the General Partner Company is eligible to use such form) under Rule 415 register the sale of the Securities Act (a "Registration Statement") or any similar rule that may be adopted by the Commission, with respect to all of the REIT Shares that may be issued upon redemption of such Partnership Units pursuant to Section 8.05 hereof ("Redemption Shares"). The General Partner will use its best efforts to have the Registration Statement declared effective securities under the Securities Act. The General Partner need not file a separate Registration Statement, but may file one Registration Statement covering Redemption Shares issuable to more than one Limited Partner. The General Partner further agrees to supplement on or make amendments prior to each Registration Statement, if required by the rules, regulations or instructions applicable to the registration form utilized by the General Partner or by the Securities Act or rules and regulations thereunder for such Registration Statement. (b) If a Registration Statement under subsection (a) above is not available under the securities laws or the rules of the Commission, or if required to permit the resale of Redemption Shares by "Affiliates" (as defined in the Securities Act), upon the written request of any Limited Partner holding at least 20,000 Partnership UnitsFiling Date, the General Partner agrees to Company shall prepare and file with the Commission a Registration Statement covering the Registrable Securities for a selling stockholder resale offering to be made on a continuous basis pursuant to Rule 415. Each Registration Statement shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith). The Company shall cause each Registration Statement to become effective and remain effective as provided herein. The Company shall use its best efforts to cause each Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than the Effectiveness Date. The Company shall use its best efforts to keep each Registration Statement continuously effective under the Securities Act until the date which is the earlier date of Redemption Shares by Affiliates or others whose Redemption Shares are not when (i) all Registrable Securities covered by a Registration Statement filed pursuant to subsection (a) above, provided that the General Partner is furnished all information with respect to holders of Redemption Shares required to complete such Registration Statement have been sold or (ii) all Registrable Securities covered by such Registration Statement may be sold immediately without registration under the Securities Act and have it without volume restrictions pursuant to Rule 144(k), as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders (each, an “Effectiveness Period”). (b) If: (i) the Registration Statement is not filed on or prior to the Filing Date; (ii) the Registration Statement is not declared effective by the Commission by the Effectiveness Date; (iii) after the Registration Statement is filed with and declared effective by the Commission. The General Partner will use its best efforts to have , the Registration Statement ceases to be effective (by suspension or otherwise) as to all Registrable Securities to which it is required to relate at any time prior to the expiration of the Effectiveness Period (without being succeeded immediately by an additional registration statement filed and declared effective) for a period of time which shall exceed thirty (30) days in the aggregate per year or more than twenty (20) consecutive calendar days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective); or (iv) the Common Stock is not listed or quoted, or is suspended from trading on any Trading Market for a period of three (3) consecutive Trading Days (provided the Company shall not have been able to cure such trading suspension within thirty (30) days of the notice thereof or list the Common Stock on another Trading Market); (any such failure or breach being referred to as an “Event,” and for purposes of clause (i) or (ii) the date on which such Event occurs, or for purposes of clause (iii) the date which such thirty (30) day or twenty (20) consecutive day period (as the case may be) is exceeded, or for purposes of clause (iv) the date on which such three (3) Trading Day period is exceeded, being referred to as “Event Date”), then until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as liquidated damages and not as a penalty, equal to one percent (1.0%) for each thirty (30) day period (prorated for partial periods) on a daily basis of the then outstanding principal amount of the Notes; provided that, the maximum aggregate amount of liquidated damages that may be charged to the Company pursuant to this Section 2(b) shall not exceed ten percent (10%) of the initial Principal Amount of the Notes. While such Event continues, such liquidated damages shall be paid not less often than each thirty (30) days. Any unpaid liquidated damages as of the date when an Event has been cured by the Company shall be paid within three (3) days following the date on which such Event has been cured by the Company. Notwithstanding the foregoing, (A) if the Commission does not declare the Registration Statement effective on or before the Effectiveness Date, or (B) if the Commission allows the Registration Statement to be declared effective under at any time before or after the Effectiveness Date, subject to the withdrawal of certain Registrable Securities Act. The General Partner need not file a separate from the Registration Statement, but and the reason for (A) or (B) is the Commission’s determination that (x) the offering of any of the Registrable Securities constitutes a primary offering of securities by the Company, (y) Rule 415 may file not be relied upon for the registration of the resale of any or all of the Registrable Securities, and/or (z) a Holder of any Registrable Securities must be named as an underwriter, the Holders understand and agree that in the case of (B) the Company may reduce, on a pro rata basis, the total number of Registrable Securities to be registered on behalf of each such Holder, and, in the case of (A) or (B), the overall limit of liquidated damages that a Holder shall be entitled to with respect to the Registrable Securities not registered for the reason set forth in (A), or so reduced on a pro rata basis as set forth in (B) shall be one Registration Statement covering Redemption Shares issuable percent (1%) for each thirty (30) day period (pro rated for partial periods) on a daily basis of the then outstanding principal amount of the Notes; provided that, the maximum aggregate amount of liquidated damages that may be charged to more than one Limited Partnerthe Company pursuant to this Section 2(b) shall not exceed ten percent (10%) of the outstanding principal amount of the Notes. (c) Within three (3) business days of the Effectiveness Date, the Company shall cause its counsel to issue a blanket opinion in the form attached hereto as Exhibit A, to the transfer agent stating that the shares are subject to an effective registration statement and can be reissued free of restrictive legend upon notice of a sale by the Purchaser and confirmation by the Purchaser that it has complied with the prospectus delivery requirements, provided that the Company has not advised the transfer agent orally or in writing that the opinion has been withdrawn. The General Partner further agrees to supplement or make amendments to each Registration Statement, if Copies of the blanket opinion required by the rules, regulations or instructions applicable this Section 2(c) shall be delivered to the registration form utilized by Purchaser within the General Partner or by the Securities Act or rules and regulations thereunder for such Registration Statementtime frame set forth above.

Registration. Subject to the terms of any agreement between the General Partner and one or more Limited Partners with respect to Partnership Units held by them: (a) Shelf Registration of the Common Stock. Within two weeks On or prior or subsequent to the first date upon which the Partnership Units owned by any Limited Partner may be redeemed (or such later date as may be permitted under applicable provisions of the Securities Act)each Filing Deadline, the General Partner agrees to file with the Commission a shelf registration statement on Form S-3 (if the General Partner is eligible to use such form) under Rule 415 of the Securities Act (a "Registration Statement") or any similar rule that may be adopted by the Commission, with respect to all of the REIT Shares that may be issued upon redemption of such Partnership Units pursuant to Section 8.05 hereof ("Redemption Shares"). The General Partner will use its best efforts to have the Registration Statement declared effective under the Securities Act. The General Partner need not file a separate Registration Statement, but may file one Registration Statement covering Redemption Shares issuable to more than one Limited Partner. The General Partner further agrees to supplement or make amendments to each Registration Statement, if required by the rules, regulations or instructions applicable to the registration form utilized by the General Partner or by the Securities Act or rules Company shall prepare and regulations thereunder for such Registration Statement. (b) If a Registration Statement under subsection (a) above is not available under the securities laws or the rules of the Commission, or if required to permit the resale of Redemption Shares by "Affiliates" (as defined in the Securities Act), upon the written request of any Limited Partner holding at least 20,000 Partnership Units, the General Partner agrees to file with the Commission a Registration Statement covering the resale of Redemption Shares by Affiliates or others whose Redemption Shares are all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous or delayed basis pursuant to Rule 415. The Company shall use its best efforts to cause the Registration Statement to be declared effective under the Securities Act as soon as possible but, in any event, no later than the Effectiveness Deadline, and shall use its best efforts to keep the Registration Statement continuously effective under the Securities Act until the earliest of (i) the date when all Registrable Securities covered by the Registration Statement have been sold, or (ii) the date when all Registrable Securities have been sold pursuant to Rule 144, or (iiii) the date when all Registrable Securities covered by the Registration Statement may be sold without restriction pursuant to Rule 144(k), as determined by counsel to the Company pursuant to a written opinion letter to such effect, upon actual receipt by the Holders of a notice from the Company stating that the Company will deliver certificates without restrictive legends upon surrender by the Holders of the existing certificates along with appropriate seller’s and broker’s representation letters, or (iv) with respect to subsequent Holders only, the date two years after the date that the Registration Statement is declared effective by the Commission, or (v) the date when all Registrable Securities cease to be outstanding (the “Effectiveness Period”). (b) If for any reason the Commission does not permit all of the Registrable Securities to be included in the Registration Statement initially filed pursuant to Section 2(a), then the Company shall prepare and file as soon as possible after the date on which the Commission shall indicate as being the first date or time that such filing may be made, but in any event by the 30th day following such date, or, in the event the Commission does not so indicate, no later than six (6) months after the Effective Date of the Registration Statement filed pursuant to subsection Section 2(a), an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous or delayed basis pursuant to Rule 415. The Company shall use its best efforts to cause each such Registration Statement to be declared effective under the Securities Act as soon as possible but, in any event, no later than 120 days following the date on which the Company becomes aware that such Registration Statement is required to be filed under this Agreement (athe “Additional Effectiveness Deadline” for such Registration Statement), and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act during the Effectiveness Period. To the extent the staff of the Commission does not permit all of the Registrable Securities that have not yet been covered on an effective Registration Statement (the “Unregistered Registrable Securities”) aboveto be registered on such additional Registration Statement, the Company shall file additional Registration Statements successively trying to register on each such Registration Statement the maximum number of Unregistered Registrable Securities until all of the Registrable Securities have been registered with the Commission. (c) If: (i) a Registration Statement is not filed on or prior to its Filing Deadline, or (ii) a Registration Statement is not declared effective by the Commission on or prior to its required Effectiveness Deadline, or (iii) after its Effective Date, such Registration Statement ceases for any reason to be effective and available to the Holders as to all Registrable Securities to which it is required to cover at any time prior to the expiration of its Effectiveness Period for an aggregate of more than 15 consecutive days or more than 45 days in any 365 consecutive day period or the Company’s Common Stock is not listed or included for quotation on a Trading Market (as defined in the Purchase Agreements) for any period of more than five consecutive Trading Days, (any such failure or breach being referred to as an “Event” and for purposes of clauses (i) or (ii) the date on which such Event occurs, or for purposes of clause (iii) the date which such 15th consecutive day (or 45th day in the aggregate) is exceeded, being referred to as “Event Date”), then, in addition to any other rights available to the Holders: (x) on such Event Date additional interest (“Additional Interest”) and not as a penalty, will accrue at a rate per annum of 0.50% of the principal amount of such Registrable Securities included (or to be included) in such Registration Statement for the first 90-day period following such Event Date; and (y) thereafter at a rate per annum of 1.00% of the principal amount of such Registrable Securities, provided, that all periods shall be tolled, with respect to a Holder, by the number of days in excess of five (5) during which such Holder fails to provide the Company with information regarding such Holder which was requested by the Company in writing in order to effect the registration of such Holder’s Registrable Securities other than with respect to an Event covered by clause (iii) of this paragraph unrelated to such Holder’s information. It shall be a condition precedent to the obligations of the Company to pay any Additional Interest pursuant to this Section 2 with respect to the Registrable Securities of any Holder that such Holder shall furnish to the Company such information regarding itself and the Registrable Securities held by it as contemplated by the preceding sentence. In the event the Company fails to pay Additional Interest in a timely manner, such Additional Interest shall bear interest at the rate of one percent (1.0%) per month (prorated for partial months) until paid in full. (d) The initial number of Registrable Securities included in any Registration Statement and any increase in the number of Registrable Securities included therein shall be allocated pro rata among the Purchasers based on the number of Registrable Securities held by each Purchaser at the time the Registration Statement covering such initial number of Registrable Securities or increase thereof is filed with the Commission. In the event that a Purchaser sells or otherwise transfers any of such Purchaser’s Registrable Securities, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any Registrable Securities included in a Registration Statement which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Purchasers, pro rata based on the number of Registrable Securities then held by such Purchasers which are covered by such Registration Statement. In no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of the Required Holders. (e) Each Holder shall comply with the prospectus delivery requirements of the Securities Act, or an exemption therefrom, in connection with the offer or sale of any Registrable Securities pursuant to the Registration Statement. (f) Each Purchaser, by such Purchaser’s acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any Registration Statement hereunder, unless such Purchaser has notified the Company in writing of such Purchaser’s election to exclude all of such Purchaser’s Registrable Securities from such Registration Statement. (g) In the event that Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities on another appropriate form reasonably acceptable to a majority of the Required Holders and (ii) undertake to register the Registrable Securities on Form S-3 as soon as such form is available, provided that the General Partner is furnished all information with respect to holders Company shall maintain the effectiveness of Redemption Shares required to complete such the Registration Statement and have it then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission. The General Partner will use its best efforts to have . (h) By 9:30 am, New York City time, on the Registration Statement declared effective Business Day following the Effective Date, the Company shall file with the Commission in accordance with Rule 424 under the Securities Act. The General Partner need not file a separate Registration Statement, but may file one Registration Statement covering Redemption Shares issuable Act the final prospectus to more than one Limited Partner. The General Partner further agrees be used in connection with sales pursuant to supplement or make amendments to each Registration Statement, if required by the rules, regulations or instructions applicable to the registration form utilized by the General Partner or by the Securities Act or rules and regulations thereunder for such Registration Statement.

Registration. 1. The Company shall register for resale of some or all (depending on the limitations set out in this Agreement) of the Registrable Securities with the Commission simultaneous with the filing of a registration statement with the Commission for the initial public offering of shares of the Company’s ordinary shares on Form F-1 (the “F-1”). 2. Subject to the terms of any agreement between the General Partner and one or more Limited Partners with respect to Partnership Units held by them: (a) Shelf Registration of the Common Stock. Within two weeks prior or subsequent to the first date upon which the Partnership Units owned by any Limited Partner may be redeemed (or such later date as may be permitted under applicable provisions of the Securities Act)this Agreement, the General Partner agrees to file with the Commission a shelf registration statement on Form S-3 (if the General Partner is eligible to use such form) under Rule 415 of the Securities Act (a "Registration Statement") or any similar rule that may be adopted by the Commission, with respect to all of the REIT Shares that may be issued upon redemption of such Partnership Units pursuant to Section 8.05 hereof ("Redemption Shares"). The General Partner will Company shall use its best efforts to have the cause a Registration Statement to be declared effective under the Securities Act. The General Partner need not file a separate Registration StatementAct as promptly as possible after the filing thereof, but may file one Registration Statement covering Redemption Shares issuable to more than one Limited Partner. The General Partner further agrees to supplement or make amendments to each Registration Statement, if required by the rules, regulations or instructions applicable in any event prior to the registration form utilized by the General Partner or by the Securities Act or rules applicable Effectiveness Date, and regulations thereunder for such Registration Statement. (b) If a Registration Statement under subsection (a) above is not available under the securities laws or the rules of the Commission, or if required to permit the resale of Redemption Shares by "Affiliates" (as defined in the Securities Act), upon the written request of any Limited Partner holding at least 20,000 Partnership Units, the General Partner agrees to file with the Commission a Registration Statement covering the resale of Redemption Shares by Affiliates or others whose Redemption Shares are not covered by a Registration Statement filed pursuant to subsection (a) above, provided that the General Partner is furnished all information with respect to holders of Redemption Shares required to complete such Registration Statement and have it declared effective by the Commission. The General Partner will shall use its best efforts to have the keep such Registration Statement declared continuously effective under the Securities ActAct until all Registrable Securities covered by such Registration Statement have been sold or may be sold without volume restrictions pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders (the “Effectiveness Period”) 3. If the registration is being made pursuant to a registered public offering that is to be made by underwriter(s), the Company shall so advise the Holders of the Registrable Securities eligible for inclusion in such Registration Statement pursuant to Section 3. In that event, the right of any Holder to registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to sell any of their Registrable Securities through such underwriting shall (together with the Company and any other stockholders of the Company selling their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter selected for such underwriting by the Company. Notwithstanding any other provision of this Section, if the underwriter or the Company determines that marketing factors require a limitation on the number of Ordinary Shares or the amount of other securities to be underwritten, the underwriter may exclude some or all Registrable Securities from such registration and underwriting. The General Partner need Company shall so advise all Holders (except those Holders who failed to timely elect to include their Registrable Securities or have indicated to the Company their decision not file a separate Registration Statementto do so), but and indicate to each such Holder the number of shares of Registrable Securities that may file one Registration Statement covering Redemption Shares issuable to more than one Limited Partnerbe included in the registration and underwriting, if any. The General Partner further agrees to supplement or make amendments to each Registration Statement, if required by number of Ordinary Shares that may be included in the rules, regulations or instructions applicable F-1 and underwriting shall be allocated first to the Company and then, subject to obligations and commitments existing as of the date hereof, to all selling stockholders, including the Holders, who have requested to sell in the registration form utilized by on a pro rata basis according to the General Partner or by the Securities Act or rules and regulations thereunder for such Registration Statementnumber of shares requested to be included therein.

Registration. Subject to the terms of any agreement between the General Partner and one or more Limited Partners with respect to Partnership Units held by them: (a) Shelf Registration of the Common Stock. Within two weeks On or prior or subsequent to the first date upon which the Partnership Units owned by any Limited Partner may be redeemed (or such later date as may be permitted under applicable provisions of the Securities Act)Filing Date, the General Partner agrees to file with the Commission a shelf registration statement on Form S-3 (if the General Partner is eligible to use such form) under Rule 415 of the Securities Act (a "Registration Statement") or any similar rule that may be adopted by the Commission, with respect to all of the REIT Shares that may be issued upon redemption of such Partnership Units pursuant to Section 8.05 hereof ("Redemption Shares"). The General Partner will use its best efforts to have the Registration Statement declared effective under the Securities Act. The General Partner need not file a separate Registration Statement, but may file one Registration Statement covering Redemption Shares issuable to more than one Limited Partner. The General Partner further agrees to supplement or make amendments to each Registration Statement, if required by the rules, regulations or instructions applicable to the registration form utilized by the General Partner or by the Securities Act or rules Company shall prepare and regulations thereunder for such Registration Statement. (b) If a Registration Statement under subsection (a) above is not available under the securities laws or the rules of the Commission, or if required to permit the resale of Redemption Shares by "Affiliates" (as defined in the Securities Act), upon the written request of any Limited Partner holding at least 20,000 Partnership Units, the General Partner agrees to file with the Commission a Registration Statement covering the resale of Redemption Shares by Affiliates or others whose Redemption Shares are all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 on Form S-1 (or on such other form appropriate for such purpose). Such Registration Statement shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement, other than as to the characterization of any Holder as an underwriter, which shall not occur without such Holder’s consent) the “Plan of Distribution” attached hereto as Annex A. The Company shall use its reasonable best efforts to cause such Registration Statement to be declared effective under the Securities Act as soon as possible but, in any event, no later than its Effectiveness Date, and shall use its reasonable best efforts to keep the Registration Statement continuously effective during the entire Effectiveness Period. The initial Registration Statement shall cover all of the Shares and Warrant Shares. In the event that the amount of securities which may be included in the Registration Statement filed pursuant to subsection this Section 2(a) is limited due to Commission Comments, any cut back of securities shall be applied pro rata in proportion to the number of shares initially sought to be included by each Holder. Such cut back shall be applied first to the Warrant Shares and then to the Shares, as necessary. By 5:00 p.m. (aNew York City time) aboveon the Business Day immediately following the Effective Date of such Registration Statement, provided that the General Partner is furnished all information Company shall file with respect the Commission in accordance with Rule 424 under the Securities Act the final prospectus to holders of Redemption Shares required be used in connection with sales pursuant to complete such Registration Statement and have it declared effective by (whether or not such filing is technically required under such Rule). (b) If all of the Commission. The General Partner will use its best efforts Registrable Securities to have be included in the Registration Statement filed pursuant to Section 2(a) cannot be so included due to Commission Comments, or any additional Registrable Securities become issuable, then the Company shall prepare and file by the applicable Filing Date for such Registration Statement(s), such number of additional Registration Statements as may be necessary in order to ensure that all Registrable Securities are covered by an existing and effective Registration Statement. Any Registration Statements to be filed under this Section shall be for an offering to be made on a continuous basis pursuant to Rule 415, on Form S-1 (or on such other form appropriate for such purpose). Such Registration Statement shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement, other than as to the characterization of any Holder as an underwriter, which shall not occur without such Holder’s consent) the “Plan of Distribution” attached hereto as Annex A. The Company shall cause such Registration Statement to be declared effective under the Securities ActAct as soon as possible but, in any event, by its Effectiveness Date, and shall use its reasonable best efforts to keep such Registration Statement continuously effective under the Securities Act during the entire Effectiveness Period. The General Partner need not file a separate In the event that the amount of securities which may be included in the Registration Statement filed pursuant to this Section 2(b) is limited due to Commission Comments, any cut back of securities shall be applied pro rata in proportion to the number of shares initially sought to be included by each Holder. Such cut back shall be applied first to the Warrant Shares and then to the Shares, as necessary. By 5:00 p.m. (New York City time) on the Business Day immediately following the Effective Date of such Registration Statement, but may the Company shall file one Registration Statement covering Redemption Shares issuable to more than one Limited Partner. The General Partner further agrees to supplement or make amendments to each Registration Statement, if required by with the rules, regulations or instructions applicable to the registration form utilized by the General Partner or by Commission in accordance with Rule 424 under the Securities Act or rules and regulations thereunder for the final prospectus to be used in connection with sales pursuant to such Registration StatementStatement (whether or not such filing is technically required under such Rule). (c) If for any reason: (i) a Registration Statement is not filed on or prior to its Filing Date covering the Registrable Securities required under this Agreement to be included therein (if the Company files a Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a) hereof, the Company shall not be deemed to have satisfied this clause (i)), (ii) a Registration Statement is

Registration. Subject (a) After the exercise of the Option, Issuer shall, if requested by the Holder at any time and from time to time within one year of the terms exercise of the Option, prepare and file up to two registration statements under the Securities Act if such registration is necessary in order to permit the sale or other disposition of any agreement between or all shares of Common Stock that have been acquired by exercise of the General Partner Option and Issuer shall use all reasonable efforts to qualify such shares under any applicable state securities laws. Issuer shall use all reasonable efforts to cause each such registration statement to become effective, to obtain all consents or waivers of other parties which are required therefor and to keep such registration statement effective for such period not in excess of 90 days from the day such registration statement first becomes effective as may be reasonably necessary to effect such sale or other disposition. The obligations of Issuer hereunder to file a registration statement and to maintain its effectiveness may be suspended for one or more Limited Partners periods of time not exceeding 90 days if the Board of Directors of Issuer shall have determined that the filing of such registration statement or the maintenance of its effectiveness would require disclosure of nonpublic information that would materially affect Issuer. Any registration statement prepared and filed under this Section 5, and any sale covered thereby, shall be at Issuer's expense except for underwriting discounts or commissions and brokers' fees. Notwithstanding the foregoing, Issuer shall pay the reasonable fees and disbursements of one counsel selected by the Holder to represent the Holder in connection with respect each such registration statement. The Holder shall provide all information reasonably requested by Issuer for inclusion in any registration statement to Partnership Units held by them: (a) Shelf Registration be filed hereunder. The Issuer shall not be obligated to file a registration statement within a period of 180 days after the effective date of any other registration statement relating to any registration request under this Section 5. In connection with any registration pursuant to this Section 5, Issuer and the Holder shall provide each other and any underwriter of the Common Stock. Within two weeks prior or subsequent to the first date upon which the Partnership Units owned by any Limited Partner may be redeemed (or offering with customary representations, warranties, covenants, indemnification and contribution in connection with such later date as may be permitted under applicable provisions of the Securities Act), the General Partner agrees to file with the Commission a shelf registration statement on Form S-3 (if the General Partner is eligible to use such form) under Rule 415 of the Securities Act (a "Registration Statement") or any similar rule that may be adopted by the Commission, with respect to all of the REIT Shares that may be issued upon redemption of such Partnership Units pursuant to Section 8.05 hereof ("Redemption Shares"). The General Partner will use its best efforts to have the Registration Statement declared effective under the Securities Act. The General Partner need not file a separate Registration Statement, but may file one Registration Statement covering Redemption Shares issuable to more than one Limited Partner. The General Partner further agrees to supplement or make amendments to each Registration Statement, if required by the rules, regulations or instructions applicable to the registration form utilized by the General Partner or by the Securities Act or rules and regulations thereunder for such Registration Statementregistration. (b) If In connection with any registration pursuant to this Section 5, Issuer shall enter into such customary arrangements and take such other actions, including the use of its reasonable efforts to obtain a Registration Statement under subsection (a) above is not available under "cold comfort" letter or similar letter from Issuer's independent public accounts, as the securities laws Holder or any underwriter, if any, reasonably requests in order to expedite or facilitate the rules disposition of the Commissionshares of Common Stock acquired by exercise of the Option. (c) If shares to be acquired upon exercise of the Option are then listed on the NYSE or any other securities exchange or market, or if required to permit the resale of Redemption Shares by "Affiliates" (as defined in the Securities Act)Issuer, upon the written request of any Limited Partner holding at least 20,000 Partnership Unitsthe Holder, will promptly file an application to list the General Partner agrees shares to file with be acquired upon exercise of the Commission a Registration Statement covering Option on the resale of Redemption Shares by Affiliates NYSE or others whose Redemption Shares are not covered by a Registration Statement filed pursuant to subsection (a) above, provided that the General Partner is furnished all information with respect to holders of Redemption Shares required to complete such Registration Statement other securities exchange or market and have it declared effective by the Commission. The General Partner will use its reasonable best efforts to have the Registration Statement declared effective under the Securities Act. The General Partner need not file a separate Registration Statement, but may file one Registration Statement covering Redemption Shares issuable to more than one Limited Partner. The General Partner further agrees to supplement or make amendments to each Registration Statement, if required by the rules, regulations or instructions applicable to the registration form utilized by the General Partner or by the Securities Act or rules and regulations thereunder for obtain approval of such Registration Statementlisting as soon as practicable.

Registration. Subject to the terms of any agreement between the General Partner and one or more Limited Partners with respect to Partnership Units held by them: (a) Shelf Registration of the Common Stock. Within two weeks On or prior or subsequent to the first date upon which the Partnership Units owned by any Limited Partner may be redeemed (or such later date as may be permitted under applicable provisions of the Securities Act)each Filing Date, the General Partner agrees to file with the Commission a shelf registration statement on Form S-3 (if the General Partner is eligible to use such form) under Rule 415 of the Securities Act (a "Registration Statement") or any similar rule that may be adopted by the Commission, with respect to all of the REIT Shares that may be issued upon redemption of such Partnership Units pursuant to Section 8.05 hereof ("Redemption Shares"). The General Partner will use its best efforts to have the Registration Statement declared effective under the Securities Act. The General Partner need not file a separate Registration Statement, but may file one Registration Statement covering Redemption Shares issuable to more than one Limited Partner. The General Partner further agrees to supplement or make amendments to each Registration Statement, if required by the rules, regulations or instructions applicable to the registration form utilized by the General Partner or by the Securities Act or rules Company shall prepare and regulations thereunder for such Registration Statement. (b) If a Registration Statement under subsection (a) above is not available under the securities laws or the rules of the Commission, or if required to permit the resale of Redemption Shares by "Affiliates" (as defined in the Securities Act), upon the written request of any Limited Partner holding at least 20,000 Partnership Units, the General Partner agrees to file with the Commission a Registration Statement covering the resale of Redemption Shares all or such maximum portion of the Registrable Securities as permitted by Affiliates or others whose Redemption Shares SEC Guidance (provided that, the Company shall use diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, the Manual of Publicly Available Telephone Interpretations D.29) that are not covered by then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. Each Registration Statement filed pursuant hereunder shall be on Form S-1 and shall contain (unless otherwise directed by at least an 85% majority in interest of the Holders) substantially the “Plan of Distribution” attached hereto as Annex A. Subject to subsection (a) abovethe terms of this Agreement, provided that the General Partner is furnished all information with respect to holders of Redemption Shares required to complete such Registration Statement and have it declared effective by the Commission. The General Partner will Company shall use its best efforts to have the cause a Registration Statement filed hereunder to be declared effective under the Securities ActAct as promptly as possible after the filing thereof, but in any event prior to the applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) (A) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and (B) (I) may be sold without the requirement for the Company to be in compliance with the current public information requirement under Rule 144 or (II) the Company is in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holders (the “Effectiveness Period”). The General Partner need not file Company shall telephonically request effectiveness of a separate Registration Statement as of 5:00 p.m. New York City time on a Trading Day. The Company shall immediately notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. New York City time on the Trading Day after the effective date of such Registration Statement, but may file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holder within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(b). Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 2(b), if any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement covering Redemption (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater portion of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by Registrable Securities represented by Warrant Shares issuable (applied, in the case that some Warrant Shares may be registered, to more than one Limited Partnerthe Holders on a pro rata basis based on the total number of unregistered Warrant Shares held by such Holders), and second by Registrable Securities represented by Conversion Shares (applied, in the case that some Conversion Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Conversion Shares held by such Holders) (the permitted excluded Conversion Shares and Warrant Shares, the “Cutback Shares”); provided, however, that, prior to any reduction in the number of Registrable Securities included in a Registration Statement as set forth in this sentence, all shares of Common Stock set forth on Schedule 6(b) hereto shall be reduced first. The General Partner In the event of a cutback hereunder, the Company shall give the Holder at least five (5) Trading Days prior written notice along with the calculations as to such Holder’s allotment. (b) If: (i) the Initial Registration Statement is not filed on or prior to its Filing Date (if the Company files the Initial Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a) herein, the Company shall be deemed to have not satisfied this clause (i)), or (ii) the Company fails to file with the Commission a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Registration Statement will not be “reviewed” or will not be subject to further agrees review, or (iii) prior to supplement or make amendments to each the effective date of a Registration Statement, if required the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the rules, regulations Commission in respect of such Registration Statement within thirty (30) calendar days (the “Comment Response Period”) after the receipt of comments by or instructions applicable to notice from the registration form utilized by the General Partner or by the Securities Act or rules and regulations thereunder Commission that such amendment is required in order for such Registration Statement to be declared effective, provided, however, if the termination date of such Comment Response Period falls between February 12, 2010 and March 31, 2010 and as to any comments that are solely financial or accounting based comments from the Commission, the Comment Response Period shall be automatically extended to the fifth (5th) business day after the Company’s filing of its annual report on Form 10-K or (iv) as to, in the aggregate among all Holders on a pro-rata basis based on their purchase of the Securities pursuant to the Purchase Agreement, a Registration Statement registering for resale all of the Initial Shares is not declared effective by the Commission by the Effectiveness Date of the Initial Registration Statement, or (v) after the effective date of a Registration Statement, such Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in such Registration Statement, or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than twenty (20) consecutive calendar days or more than an aggregate of thirty (30) calendar days (which need not be consecutive calendar days) during any 12-month period, or (vi) the Company shall fail for any reason to satisfy the current public information requirement under Rule 144 as to the applicable Registrable Securities (any such failure or breach being referred to as an “Event”, and for purposes of clauses (i), (iv), and (vi), the date on which such Event occurs, and for purpose of clause (ii) the date on which such five (5) Trading Day period is exceeded, and for purpose of clause (iii) the date which such thirty (30) calendar day period is exceeded, and for purpose of clause (v) the date on which such twenty (20) or thirty (30) calendar day period, as applicable, is exceeded being referred to as “Event Date”), then, in addition to any other rights the Holders may have hereunder or under applicable law, (A) on each such Event Date, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to 0.5% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any unregistered Registrable Securities then held by such Holder and (B) on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to 1.0% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any unregistered Registrable Securities then held by such Holder. The parties agree that (1) the Company shall not be liable for liquidated damages under this Agreement with respect to any unexercised Warrants, Warrant Shares or any Cutback Shares and (2) the maximum aggregate liquidated damages payable to a Holder under this Agreement shall be 6.0% of the aggregate Subscription Amount paid by such Holder pursuant to the Purchase Agreement. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 12% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of an Event.

Registration. Subject to the terms of any agreement between the General Partner and one or more Limited Partners with respect to Partnership Units held by them: (a) Shelf Registration On or before the execution of this Agreement, the Company shall have provided a draft of the Common Stock. Within two weeks prior or subsequent Registration Statement covering the Registrable Securities to the first date upon which Investor. The Company shall, as soon as practicable, but not later than fifteen calendar days following the Partnership Units owned by any Limited Partner may be redeemed (or such later date as may be permitted under applicable provisions of the Securities Act)Execution Date, the General Partner agrees to file with the Commission SEC a shelf registration statement Registration Statement or Registration Statements (as is necessary) on Form S-3 SB-2 (or, if such form is unavailable for such a registration, on such other form as is available for such a registration), covering the General Partner is eligible to use such form) under Rule 415 resale of the Securities Act (a "Registration Statement") or any similar rule that may be adopted by the Commission, with respect to all of the REIT Shares that Registrable Securities, which Registration Statement(s) shall state that, in accordance with Rule 416 promulgated under the 1933 Act, such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may be issued become issuable upon redemption of such Partnership Units pursuant to Section 8.05 hereof ("Redemption Shares")stock splits, stock dividends or similar transactions. The General Partner will Company shall initially register for resale _________ shares of Common Stock which would be issuable on the date preceding the filing of the Registration Statement based on the closing bid price of the Company's Common Stock on such date and the amount reasonably calculated that represents Common Stock issuable to other parties as set forth in the Investment Agreement except to the extent that the SEC requires the share amount to be reduced as a condition of effectiveness.. (b) The Company shall use its best commercially reasonable efforts to have the Registration Statement Statement(s) declared effective under the Securities Act. The General Partner need not file a separate Registration Statement, but may file one Registration Statement covering Redemption Shares issuable to more than one Limited Partner. The General Partner further agrees to supplement or make amendments to each Registration Statement, if required by the rules, regulations or instructions applicable to SEC within 90 calendar days after the registration form utilized by the General Partner or by the Securities Act or rules and regulations thereunder for such Registration StatementExecution Date. (bc) If a Registration Statement under subsection (a) above is The Company agrees not available under the to include any other securities laws or the rules of the Commission, or if required to permit the resale of Redemption Shares by "Affiliates" (as defined in the Securities Act), upon the written request of any Limited Partner holding at least 20,000 Partnership Units, the General Partner agrees to file with the Commission a Registration Statement covering the Registrable Securities without Investor's prior written consent which Investor may withhold in its sole discretion. Furthermore, the Company agrees that with the exception of a Form S-8 that may be filed to register for resale shares of Redemption Shares by Affiliates or others whose Redemption Shares are common stock issued to employees of the Company in exchange for salaries, it will not covered by a file any other Registration Statement filed pursuant to subsection (a) abovefor other securities, provided that until thirty calendar days after the General Partner is furnished all information with respect to holders of Redemption Shares required to complete such Registration Statement and have it for the Registrable Securities is declared effective by the Commission. The General Partner will use its best efforts to have the Registration Statement declared effective under the Securities Act. The General Partner need not file a separate Registration Statement, but may file one Registration Statement covering Redemption Shares issuable to more than one Limited Partner. The General Partner further agrees to supplement or make amendments to each Registration Statement, if required by the rules, regulations or instructions applicable to the registration form utilized by the General Partner or by the Securities Act or rules and regulations thereunder for such Registration StatementSEC.

Registration. Subject As promptly as possible after the date that Precision gives Weatherford notice of Precision’s intent to the terms of any agreement between the General Partner and one or more Limited Partners with respect to Partnership Units held by them: (a) Shelf Registration distribute all of the Common Stock. Within two weeks prior Registrable Shares to its shareholders pro rata either as a dividend or subsequent pursuant to a distribution that is not exempt under the first date upon which Securities Act and is not a distribution of exempted securities (within the Partnership Units owned by any Limited Partner may be redeemed (or such later date as may be permitted under applicable provisions meaning of the Securities Act), and in any event prior to the General Partner agrees to date that is thirty (30) business days following the date of any such notice, Weatherford shall prepare and file with the Securities and Exchange Commission (the “SEC”) a shelf registration statement Registration Statement on Form S-3 (if the General Partner is eligible to use such form) appropriate form for the purpose of registering under Rule 415 of the Securities Act (a "Registration Statement") or any similar rule that may be adopted by the Commission, with respect to all of the REIT Registrable Shares that may be issued upon redemption of for distribution by Precision to its shareholders in the manner as set forth in such Partnership Units pursuant to Section 8.05 hereof notice ("Redemption Shares"the “Registration Statement”). The General Partner will registration effected pursuant to this Section l.1 is referred to herein as the “Registration.” Weatherford agrees to use its reasonable best efforts to have cause the Registration Statement to be declared effective under as soon as practicable after the Securities Act. The General Partner need not file a separate Registration Statement, but may file one Registration Statement covering Redemption Shares issuable to more than one Limited Partner. The General Partner further agrees to supplement or make amendments to each Registration Statement, if required by the rules, regulations or instructions applicable to the registration form utilized by the General Partner or by the Securities Act or rules and regulations thereunder for such Registration Statement. (b) If a Registration Statement under subsection (a) above is not available under the securities laws or the rules of the Commission, or if required to permit the resale of Redemption Shares by "Affiliates" (as defined in the Securities Act), upon the written request of any Limited Partner holding at least 20,000 Partnership Units, the General Partner agrees to file filing thereof with the Commission a Registration Statement covering the resale of Redemption Shares by Affiliates or others whose Redemption Shares are not covered by a Registration Statement filed pursuant to subsection (a) above, provided that the General Partner is furnished all information with respect to holders of Redemption Shares required to complete such Registration Statement and have it declared effective by the CommissionSEC. The General Partner will use its best efforts to have Weatherford shall keep the Registration Statement declared effective under (including through the Securities Act. The General Partner need not file filing of any required post-effective amendments) until the earlier to occur of (i) the date after which all of the Registrable Shares registered thereunder shall have been distributed by Precision pro rata as a separate dividend to the shareholders of Precision and (ii) 60 days after the effective date of the Registration Statement; provided, but that such date shall be extended by the amount of time of any period during which Precision may file one not use the Registration Statement covering Redemption Shares issuable to more than one Limited Partner. The General Partner further agrees to supplement or make amendments to each Registration Statement, if required by the rules, regulations or instructions applicable pursuant to the registration form utilized terms of Section 1.2(e) below or as a result of a breach by Weatherford of its obligations hereunder. Thereafter, Weatherford shall be entitled to withdraw the General Partner Registration Statement and, upon such withdrawal, Precision shall have no further right to distribute any of the Registrable Shares pursuant to the Registration Statement (or by the Securities Act or rules and regulations thereunder for such Registration Statementany prospectus relating thereto).

Registration. Subject to the terms of any agreement between the General Partner and one or more Limited Partners with respect to Partnership Units held by them: (a) Shelf Registration The Trust shall, prior to the expiration of the Common Stock. Within two weeks prior or subsequent to the first date upon which the Partnership Units owned by any Limited Partner may be redeemed (or such later date as may be permitted under applicable provisions of the Securities Act)Lock-up Period, the General Partner agrees to prepare and file with the Commission a shelf registration statement on Form S-3 (if for the General Partner is eligible to use such form) under Rule 415 purpose of effecting a Registration of the Securities Act (a "Registration Statement") or any similar rule that may be adopted sale of Registrable Shares by the Commission, with respect to all of the REIT Shares that may be issued upon redemption of such Partnership Units pursuant to Section 8.05 hereof ("Redemption Shares"). The General Partner will Holders thereof; shall use its best efforts to effect such Registration as soon as practicable but not later than the expiration of the Lock-up Period; and shall use its reasonable efforts (including, without limitation, filing post-effective amendments and appropriate qualification under applicable state securities and real estate syndication laws) to keep such Registration with respect to a particular Holder continuously effective until the earliest of (i) the date on which all of such Holder's Registrable Shares have been sold pursuant to such registration statement or Rule 144, or (ii) the date on which all of such Holder's Registrable Shares may be sold in accordance with Rule 144(k); PROVIDED, HOWEVER, that the Trust shall not be obligated to take any action to effect any such Registration, qualification or compliance pursuant to this Section 2 in any particular jurisdiction in which the Trust would be required to execute a general consent to service of process in effecting such Registration, qualification or compliance unless the Trust is already subject to service in such jurisdiction. The Trust acknowledges that under current interpretations of Rule 144, no tacking of the ownership period of Units would be permitted in determining the ownership period of Registrable Shares. Notwithstanding the foregoing, the Trust shall have the right (the "Suspension Right") to defer such filing (or suspend sales under any filed registration statement or defer the updating of any filed registration statement and suspend sales thereunder) for two periods of not more than 90 days each during any twelve-month period, if the Trust furnishes to the Holders a certificate signed by the President or any other executive officer or any Trustee of the Trust stating that, in the good faith judgment of the Trust, it would be detrimental to the Trust and its shareholders to file such registration statement or amendment thereto at such time (or to continue sales under a filed registration statement) and therefore the Trust has elected to defer the filing of such registration statement (or to suspend sales under a filed registration statement). Notwithstanding anything to the contrary contained herein, the Trust shall use its best efforts to effect the Registration Statement declared as soon as practicable but not later than the expiration of the Lock-up Period. (b) The Trust shall promptly notify the Holders of the occurrence of the following events: (i) when any registration statement relating to the Registrable Shares or post-effective amendment thereto filed with the Commission has become effective; (ii) the issuance by the Commission of any stop order suspending the effectiveness of any registration statement relating to the Registrable Shares; (iii) the suspension of an effective registration statement by the Trust in accordance with the last paragraph of Section 2(a): (iv) The Trust's receipt of any notification of the suspension of the qualification of any Registrable Shares covered by a registration statement for sale in any jurisdiction; and (v) the existence of any event, fact or circumstance which results in a registration statement or prospectus relating to Registrable Shares or any document incorporated therein by reference containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make the statements therein not misleading during the distribution of securities. The Trust agrees to use its reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of any such registration statement or any state qualification as promptly as possible. (c) The Trust shall provide to the Holders, at no cost to the Holders, a copy of the registration statement and any amendment thereto used to effect the Registration of the Registrable Shares, each prospectus contained in such registration statement or post-effective amendment and any amendment or supplement thereto and such other documents as the requesting Holders may reasonably request in order to facilitate the disposition of the Registrable Shares covered by such registration statement. The Trust consents to the use of each such prospectus and any supplement thereto by the Holders in connection with the offering and sale of the Registrable Shares covered by such registration statement or any amendment thereto. The Trust shall also file a sufficient number of copies of the prospectus and any post-effective amendment or supplement thereto with any securities exchange or market on which the Shares are then listed so as to enable the Holders to have the benefits of the prospectus delivery provisions of Rule 153 under the Securities Act. The General Partner need not file Prior to the effectiveness of a separate Registration Statement, but may file one Registration Statement covering Redemption of Registrable Shares issuable to more than one Limited Partner. The General Partner further agrees to supplement or make amendments to each Registration Statement, if required held by the rulesHolders, regulations or instructions applicable the Trust shall provide to the registration form utilized Unit Holders a copy of the portion of the applicable Registration that contains information furnished in writing by the General Partner or by the Securities Act or rules and regulations thereunder Holders for inclusion in such Registration Statement. (bd) If a Registration Statement under subsection (a) above is not available under the securities laws or the rules of the Commission, or if required to permit the resale of Redemption Shares by "Affiliates" (as defined in the Securities Act), upon the written request of any Limited Partner holding at least 20,000 Partnership Units, the General Partner The Trust agrees to file with the Commission a Registration Statement covering the resale of Redemption Shares by Affiliates or others whose Redemption Shares are not covered by a Registration Statement filed pursuant to subsection (a) above, provided that the General Partner is furnished all information with respect to holders of Redemption Shares required to complete such Registration Statement and have it declared effective by the Commission. The General Partner will use its best efforts to have cause the Registrable Shares covered by a registration statement to be registered with or qualified or approved by such state securities authorities as may be necessary to enable the Holders to consummate the disposition of such shares pursuant to the plan of distribution set forth in the registration statement. (e) Subject to the Trust's Suspension Right, if any event, fact or circumstance exists requiring an amendment to a registration statement relating to the Registrable Shares or supplement to a prospectus relating to the Registrable Shares, immediately upon becoming aware thereof the Trust agrees to notify the Holders and to prepare and furnish to the Holders a post-effective amendment to the registration statement or supplement to the prospectus or any document incorporated therein by reference or to file any other required document so that, as thereafter delivered to the purchasers of the Registrable Shares, the prospectus will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. (f) The Trust agrees to use its reasonable best efforts (including the payment of any listing fees) to obtain the listing of all Registrable Shares covered by the registration statement on each securities exchange on which the Shares are then listed. (g) The Trust agrees to use its best efforts to comply with the Securities Act and the Exchange Act and, as soon as reasonably practicable following the end of any fiscal year during which a registration statement effecting a Registration Statement declared effective under of the Registrable Shares was effective, to make available to its security holders an earnings statement satisfying the provisions of Section 11(a) of the Securities Act. . (h) The General Partner need not file a separate Registration Statement, but may file one Registration Statement covering Redemption Shares issuable to more than one Limited Partner. The General Partner further Trust agrees to supplement or make amendments cooperate with the selling Holders to each facilitate the timely preparation and delivery of certificates representing Registrable Shares to be sold pursuant to a Registration Statement, if required by the rules, regulations or instructions applicable to the registration form utilized by the General Partner or by the and not bearing any Securities Act or rules legend; and regulations thereunder to enable certificates for such Registration StatementRegistrable Shares to be issued for such numbers of shares and registered in such names as the Holders may reasonably request at least two business days prior to any sale of Registrable Shares.

Registration. (a) The Company’s registration obligations set forth in this Section 2 including its obligations to file Registration Statements, obtain effectiveness of Registration Statements, and maintain the continuous effectiveness of Registration Statement that have been declared effective shall begin on the date hereof and continue until all the Registrable Securities have been sold or may permanently be sold without any restrictions pursuant to Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders (the “Registration Period”). (b) Subject to the terms and conditions of any agreement between this Agreement, the General Partner and one Company shall, on or more Limited Partners with respect to Partnership Units held by them: (a) Shelf Registration of the Common Stock. Within two weeks prior or subsequent to the first date upon which the Partnership Units owned by any Limited Partner may be redeemed (or such later date as may be permitted under applicable provisions of the Securities Act)Filing Deadline, the General Partner agrees to prepare and file with the Commission SEC a shelf registration statement Registration Statement on Form S-3 (or, if the General Partner Company is eligible to use such formnot then eligible, on Form S-1) under Rule 415 of covering the Securities Act (a "Registration Statement") or any similar rule that may be adopted resale by the Commission, Investor of Registrable Securities. Each Registration Statement prepared pursuant hereto shall register for resale at least the number of shares of Common Stock equal to the Required Registration Amount as of date the Registration Statement is initially filed with respect to the SEC. Each Registration Statement shall contain the “Selling Stockholders” and “Plan of Distribution” sections in substantially the form attached hereto as Exhibit A and contain all of the REIT Shares that may be issued upon redemption of such Partnership Units pursuant to Section 8.05 hereof ("Redemption Shares"). required disclosures set forth on Exhibit B. The General Partner will Company shall use its best efforts to have the each Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the Effectiveness Deadline. By 9:30 am on the date following the date of effectiveness, the Company shall file with the SEC in accordance with Rule 424 under the Securities Act. The General Partner need not file a separate Registration Statement, but may file one Registration Statement covering Redemption Shares issuable 1933 Act the final Prospectus to more than one Limited Partner. The General Partner further agrees be used in connection with sales pursuant to supplement or make amendments to each Registration Statement, if required by the rules, regulations or instructions applicable to the registration form utilized by the General Partner or by the Securities Act or rules and regulations thereunder for such Registration Statement. (b) If a Registration Statement under subsection (a) above is not available under . Prior to the securities laws or the rules filing of the Commission, or if required to permit the resale of Redemption Shares by "Affiliates" (as defined in the Securities Act), upon the written request of any Limited Partner holding at least 20,000 Partnership Units, the General Partner agrees to file with the Commission a Registration Statement covering the resale of Redemption Shares by Affiliates or others whose Redemption Shares are not covered by a Registration Statement filed pursuant to subsection (a) above, provided that the General Partner is furnished all information with respect to holders of Redemption Shares required to complete such Registration Statement and have it declared effective by the Commission. The General Partner will use its best efforts to have the Registration Statement declared effective under with the Securities ActSEC, the Company shall furnish a draft of the Registration Statement to the Investor for their review and comment. The General Partner need not file a separate Registration Statement, but may file one Investor shall furnish comments on the Registration Statement covering Redemption Shares issuable to more than one Limited Partner. The General Partner further agrees to supplement or make amendments to each Registration Statement, if required by the rules, regulations or instructions applicable to the registration form utilized by Company within twenty-four (24) hours of the General Partner or by receipt thereof from the Securities Act or rules and regulations thereunder for such Registration StatementCompany.

Registration. Subject This Warrant and the Warrant Shares issuable upon exercise of the Warrant (the Warrant and Warrant Shares collectively referred to hereinafter as the "REGISTRABLE SECURITIES") shall be registered pursuant to the terms of any agreement between Registration Statement (as defined hereinbelow), and the General Partner Company covenants and one or more Limited Partners with respect agrees to Partnership Units held by them: (a) Shelf Registration maintain the effectiveness of the Common StockRegistration Statement until the Expiration Date. Within two weeks Notwithstanding the foregoing, in the event that, prior or subsequent to the first date upon which Expiration Date, the Partnership Units owned by any Limited Partner may Company ceases to be redeemed (or such later date as may be permitted eligible under applicable provisions of the Securities Act)Act of 1933, as amended (the General Partner agrees "ACT") or the rules and regulations promulgated thereunder, to file with the Commission maintain a shelf registration statement on Form S-3 S-3, or in the event that the Warrant or the Warrant Shares cease to be eligible for inclusion in such Registration Statement to the extent necessary to permit the Holder to exercise the Warrants and sell the Warrant Shares without restriction under the Act, the Company will promptly (if the General Partner is eligible to use such form) under Rule 415 and in any event within 10 days of the Securities Act (a "Registration Statement") date that the Warrants or any similar rule that may Warrant Shares cease to be adopted so eligible), amend or file a new registration statement under the Act on a form eligible for use by the Commission, with respect to all of Company for the REIT Shares that may be issued upon redemption registration of such Partnership Units pursuant to Section 8.05 hereof ("Redemption Shares"). The General Partner will securities and use its best efforts to have the Registration Statement such registration statement declared effective under the Securities Act. The General Partner need not file a separate Registration Statement, but may file one Registration Statement covering Redemption Shares issuable to more than one Limited Partner. The General Partner further agrees to supplement or make amendments to each Registration Statement, if required by the rulesCommission as soon as practicable after such filing, regulations or instructions applicable to the which registration form utilized by the General Partner or by the Securities Act or rules and regulations thereunder for statement shall include such Registration Statement. (b) If a Registration Statement under subsection (a) above is not available under the securities laws or the rules of the Commission, or if information as may be required to permit the resale exercise of Redemption the Warrant and the sale of the Warrant Shares by "Affiliates" (as defined in without restriction under the Securities Act), upon . The Holder acknowledges and agrees that the written request of any Limited Partner holding at least 20,000 Partnership Units, the General Partner agrees to file with the Commission a Registration Statement covering the resale of Redemption Shares by Affiliates or others whose Redemption Shares are not covered by a Registration Statement filed Warrant shall be exercisable pursuant to subsection (a) above, provided that any such registration statement only at such times as the General Partner registration statement is furnished all information effective or in accordance with respect to holders any applicable exemption from the registration requirements of Redemption Shares required to complete the Act. Upon such Registration Statement and have it Statement's being declared effective by the Commission. The General Partner will , the Company shall use its best efforts to have cause the Registration Statement declared to remain effective for a period of at least six (6) consecutive months from the date that the holders of the Warrant and the Warrant Shares are covered by such Registration Statement are first given the opportunity to sell all of such securities. During such time as the Warrant Shares registered pursuant to any registration statement under the Securities Act. The General Partner need not file a separate Registration Statement, but may file one Registration Statement covering Redemption Shares issuable to more than one Limited Partner. The General Partner the Company further covenants and agrees to supplement make timely filings of all documents required by be filed under the Act or make amendments the Exchange Act in order to each Registration Statementensure that the registration statement, including the documents incorporated by reference therein, if any, do not contain an untrue statement of a material fact or omit to state any material fact required by to be stated therein or necessary in order to make the rules, regulations or instructions applicable to the registration form utilized by the General Partner or by the Securities Act or rules and regulations thereunder for such Registration Statementstatements therein not misleading.

Registration. Subject to the terms of any agreement between the General Partner and one or more Limited Partners with respect to Partnership Units held by them: (a) Shelf Registration of the Common Stock. Within two weeks On or prior or subsequent to the first date upon which the Partnership Units owned by any Limited Partner may be redeemed (or such later date as may be permitted under applicable provisions of the Securities Act)Filing Date, the General Partner agrees to file with the Commission a shelf registration statement on Form S-3 (if the General Partner is eligible to use such form) under Rule 415 of the Securities Act (a "Registration Statement") or any similar rule that may be adopted by the Commission, with respect to all of the REIT Shares that may be issued upon redemption of such Partnership Units pursuant to Section 8.05 hereof ("Redemption Shares"). The General Partner will use its best efforts to have the Registration Statement declared effective under the Securities Act. The General Partner need not file a separate Registration Statement, but may file one Registration Statement covering Redemption Shares issuable to more than one Limited Partner. The General Partner further agrees to supplement or make amendments to each Registration Statement, if required by the rules, regulations or instructions applicable to the registration form utilized by the General Partner or by the Securities Act or rules Company shall prepare and regulations thereunder for such Registration Statement. (b) If a Registration Statement under subsection (a) above is not available under the securities laws or the rules of the Commission, or if required to permit the resale of Redemption Shares by "Affiliates" (as defined in the Securities Act), upon the written request of any Limited Partner holding at least 20,000 Partnership Units, the General Partner agrees to file with the Commission a Registration Statement covering the resale of Redemption Shares by Affiliates or others whose Redemption Shares are all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. Each Registration Statement required to be filed under this Agreement shall be filed on Form S-3 (or on such other form appropriate for such purpose) and contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement, other than as to the characterization of any Holder as an underwriter, which shall not occur without such Holder’s written consent) the "Plan of Distribution" attached hereto as Annex A. The Company shall use its reasonable best efforts to cause each Registration Statement required to be filed under this Agreement to be declared effective under the Securities Act as soon as possible but, in any event, no later than its Effectiveness Date, and shall use its reasonable best efforts to keep each such Registration Statement continuously effective during its entire Effectiveness Period. By 5:00 p.m. (New York City time) on the Business Day immediately following the Effective Date of each Registration Statement, the Company shall file with the Commission in accordance with Rule 424 under the Securities Act the final prospectus to be used in connection with sales pursuant to such Registration Statement (whether or not such filing is technically required under such Rule). If for any reason other than due solely to SEC Restrictions, a Registration Statement is effective but not all outstanding Registrable Securities are registered for resale pursuant thereto, then the Company shall prepare and file by the applicable Filing Date an additional Registration Statement to register the resale of all such unregistered Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. (b) Notwithstanding anything to the contrary contained in this Section 2, if the Company receives Commission Comments, and following discussions with and responses to the Commission in which the Company uses its reasonable best efforts and time to cause as many Registrable Securities for as many Holders as possible to be included in the Registration Statement filed pursuant to subsection Section 2(a) without characterizing any Holder as an underwriter (aand in such regard uses its reasonable best efforts to cause the Commission to permit the affected Holders or their respective counsel to participate in Commission conversations on such issue together with Company Counsel, and timely conveys relevant information concerning such issue with the affected Holders or their respective counsel), the Company is unable to cause the inclusion of all Registrable Securities, then the Company may, following not less than three (3) aboveTrading Days prior written notice to the Holders (i) remove from the Registration Statement such Registrable Securities (the “Cut Back Shares”) and/or (ii) agree to such restrictions and limitations on the registration and resale of the Registrable Securities, provided that in each case as the General Partner is furnished all information with respect Commission may require in order for the Commission to holders of Redemption Shares required to complete allow such Registration Statement to become effective; provided, that in no event may the Company name any Holder as an underwriter without such Holder’s prior written consent (collectively, the “SEC Restrictions”). Unless the SEC Restrictions otherwise require, any cut-back imposed pursuant to this Section 2(b) shall be allocated first to the Placement Agent Warrant Shares, second among the Warrant Shares of the Holders on a pro rata basis and have it then among the Shares and the Conversion Shares of the Holders on a pro rata basis. No liquidated damages under Section 2(c) shall accrue on or as to any Cut Back Shares, and the required Effectiveness Date for such Registration Statement will be tolled, until such time as the Company is able to effect the registration of the Cut Back Shares in accordance with any SEC Restrictions (such date, the “Restriction Termination Date”). From and after the Restriction Termination Date, all provisions of this Section 2 (including, without limitation, the liquidated damages provisions, subject to tolling as provided above) shall again be applicable to the Cut Back Shares (which, for avoidance of doubt, retain their character as “Registrable Securities”) so that the Company will be required to file with and cause to be declared effective by the Commission. The General Partner will use Commission such additional Registration Statements in the time frames set forth herein as necessary to ultimately cause to be covered by effective Registration Statements all Registrable Securities (if such Registrable Securities cannot at such time be resold by the Holders thereof without volume limitations pursuant to Rule 144). (c) If: (i) a Registration Statement is not filed on or prior to its best efforts Filing Date covering the Registrable Securities required under this Agreement to be included therein (if the Company files a Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a) hereof, the Company shall not be deemed to have satisfied this clause (i)), or (ii) a Registration Statement is not declared effective by the Commission on or prior to its required Effectiveness Date or if by the Business Day immediately following the Effective Date, the Company shall not have filed a “final” prospectus for the Registration Statement declared with the Commission under Rule 424(b) in accordance with the terms hereof (whether or not such a prospectus is technically required by such Rule), or (iii) after its Effective Date, without regard for the reason thereunder or efforts therefor, such Registration Statement ceases for any reason to be effective and available to the Holders as to all Registrable Securities to which it is required to cover at any time prior to the expiration of its Effectiveness Period for more than an aggregate of 45 Trading Days (which need not be consecutive) (any such failure or breach being referred to as an "Event," and for purposes of clauses (i) or (ii) the date on which such Event occurs, or for purposes of clause (iii) the date which such 45 Trading Day-period is exceeded, being referred to as "Event Date"), then in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the Securities Actapplicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to (A) with respect to any Holder other than a Holder of the Conversion Shares, 1.0% of the aggregate Investment Amount paid by such Holder for Shares pursuant to the Purchase Agreement and (B) with respect to any Holder of the Conversion Shares, 1.0% of the aggregate amount of the Conversion Shares (the “Conversion Amount”) held by such Holder, which amount shall be computed by multiplying the aggregate number of the Conversion Shares held by such Holder by the Conversion Rate (as defined in the Indenture). The General Partner need parties agree that (1) the Company will not file be liable for liquidated damages under this Agreement with respect to any (i) warrants issued to any placement agent as compensation in connection with the financing that is the subject of the Purchase Agreement or (ii) Placement Agent Warrant Shares and (2) in no event will the Company be liable for liquidated damages under this Agreement in excess of 1.0% of the sum of the aggregate Investment Amount and the aggregate Conversion Amount of the Holders in any 30 calendar day period and the maximum aggregate liquidated damages payable to a separate Registration StatementHolder under this Agreement shall be twelve percent (12%) of the aggregate Investment Amount paid by such Holder pursuant to the Purchase Agreement or (ii) the aggregate Conversion Amount paid or payable by such Holder, but may file one as applicable. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the cure of an Event and in such case shall be due and payable no later than the third Trading Day after the date the Event is cured, (except in the case of the first Event Date), and shall cease to accrue (unless earlier cured) upon the expiration of the Effectiveness Period. If the Company fails to pay any liquidated damages pursuant to this section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 15% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such liquidated damages are due until the amounts, plus interest thereon, are paid in full. (d) Each Holder agrees to furnish to the Company a completed Questionnaire in the form attached to this Agreement as Annex B (a “Selling Holder Questionnaire”). Notwithstanding anything to the contrary contained herein, the Company shall not be required to include the Registrable Securities of a Holder in a Registration Statement covering Redemption Shares issuable and shall not be required to more than one Limited Partner. The General Partner further agrees pay any liquidated or other damages under Section 2(c) to supplement or make amendments (i) any Holder who fails to each furnish to the Company a fully completed Selling Holder Questionnaire at least three Trading Days prior to the Filing Date (subject to the requirements set forth in Section 3(a)) and (ii) any Holder who is a broker dealer who refuses to be named as an underwriter in the Registration Statement, if required Statement following a request by the rules, regulations or instructions applicable Commission requiring such Holder to be named as an underwriter in the registration form utilized by the General Partner or by the Securities Act or rules and regulations thereunder for such Registration Statement.

Registration. Subject The General Partner shall (i) prepare, file and use reasonable efforts to cause to become effective on or before the ninetieth day following the first anniversary of the date hereof a shelf registration statement, which may be on Form S-3, under the Securities Act relating to the terms of any agreement between the General Partner and one or more Limited Partners with respect Shares to Partnership Units held by them: (a) Shelf Registration be issued upon exercise of the Common Stock. Within two weeks prior or subsequent Redemption Rights (assuming full satisfaction of such Redemption Rights by delivery of Shares to the first date upon which extent permitted hereunder) and (ii) prepare and file with the Partnership Units owned by any Limited Partner may be redeemed (or SEC such later date amendments and supplements to such registration statement and the prospectus used in connection therewith as may be permitted under applicable necessary to keep such registration statement effective and to comply with the provisions of the Securities Act), the General Partner agrees to file with the Commission a shelf registration statement on Form S-3 (if the General Partner is eligible to use such form) under Rule 415 of the Securities Act (a "Registration Statement") or any similar rule that may be adopted by the Commission, with respect to all of the REIT Shares that may be issued upon redemption of such Partnership Units pursuant to Section 8.05 hereof ("Redemption Shares"). The General Partner will use its best efforts to have the Registration Statement declared effective under the Securities Act. The General Partner need not file shall pay all Registration Expenses incurred prior to the sixth anniversary of the date hereof with respect to filing and keeping effective the registration statement through such date, and the Holders of Units (other than Immediately Redeemable Units) shall reimburse the General Partner for Registration Expenses (or a separate pro rata portion of the Registration Statement, but may file one Registration Statement covering Redemption Expenses based on the number of Shares issuable to more than one Limited Partner. The General Partner further agrees to supplement or make amendments to each Registration Statement, if required such Holders upon full exercise of the Redemption Rights by the rules, regulations or instructions applicable such Holders relative to the total number of Shares issuable pursuant to such registration form utilized statement) which are incurred after the sixth anniversary of the date hereof in respect of maintaining effective (but not the initial filing and causing to become effective of) such registration statement; provided, however, that no Holder shall be required to reimburse any costs (i) of preparing any documents filed with the SEC that are incorporated by reference in the Registration Statement or (ii) that become necessary because the General Partner is unable to use Form S-3 (or any equivalent short form that relies on incorporation by reference) for the reason that the General Partner has failed to comply on a timely basis with any requirement of the Acts or Form S-3. The reimbursement of such expenses by the Securities Act or rules and regulations thereunder for such Registration Statement. (b) If a Registration Statement under subsection (a) above is not available under Holders shall be paid upon demand. Notwithstanding anything to the securities laws or the rules of the Commission, or if required to permit the resale of Redemption Shares by "Affiliates" (as defined in the Securities Act), upon the written request of any Limited Partner holding at least 20,000 Partnership Unitscontrary contained herein, the General Partner agrees shall have no obligation to file with the Commission a Registration Statement covering the resale of Redemption Shares by Affiliates or others whose Redemption Shares are not covered by a Registration Statement keep any registration statement filed pursuant to subsection this Section 4.1 effective after the Expiration Date or if the status of the General Partner (aor its successor) above, provided as an Exchange Act Reporting Company is terminated or all of the Holders of Units (other than the Immediately Redeemable Units) notify the General Partner in writing that the General Partner is furnished all information with respect to holders of Redemption Shares required to complete no longer need keep such Registration Statement and have it declared effective by the Commission. The General Partner will use its best efforts to have the Registration Statement declared effective under the Securities Act. The General Partner need not file a separate Registration Statement, but may file one Registration Statement covering Redemption Shares issuable to more than one Limited Partner. The General Partner further agrees to supplement or make amendments to each Registration Statement, if required by the rules, regulations or instructions applicable to the registration form utilized by the General Partner or by the Securities Act or rules and regulations thereunder for such Registration Statementstatement effective.

Registration. Subject to the terms of any agreement between the General Partner and one or more Limited Partners with respect to Partnership Units held by them: (a) Shelf Registration The Issuer shall keep or cause to be kept the Preferred Share Register in which, subject to such reasonable regulations as it may prescribe, the Preferred Share Registrar shall provide for the registration of holders of, and the registration of transfers and exchanges of, Preferred Shares and Ordinary Shares. The Administrator is hereby initially appointed as agent of the Common StockIssuer to act as the “Preferred Share Registrar” for the purpose of maintaining the Preferred Share Register and registering and recording in the Preferred Share Register the Preferred Shares and transfers of such Preferred Shares as herein provided. Within two weeks prior Upon any resignation or subsequent removal of the Preferred Share Registrar, the Issuer shall promptly appoint a successor. The Preferred Share Paying Agent shall promptly provide the Preferred Share Registrar with all information necessary to prepare and maintain the Preferred Share Register. The Preferred Share Registrar shall be entitled to rely on such information provided to it pursuant to the first date upon which the Partnership Units owned by preceding sentence without any Limited Partner may be redeemed (or such later date as may be permitted under applicable provisions of the Securities Act), the General Partner agrees to file with the Commission a shelf registration statement liability on Form S-3 (if the General Partner is eligible to use such form) under Rule 415 of the Securities Act (a "Registration Statement") or any similar rule that may be adopted by the Commission, with respect to all of the REIT Shares that may be issued upon redemption of such Partnership Units pursuant to Section 8.05 hereof ("Redemption Shares"). The General Partner will use its best efforts to have the Registration Statement declared effective under the Securities Act. The General Partner need not file a separate Registration Statement, but may file one Registration Statement covering Redemption Shares issuable to more than one Limited Partner. The General Partner further agrees to supplement or make amendments to each Registration Statement, if required by the rules, regulations or instructions applicable to the registration form utilized by the General Partner or by the Securities Act or rules and regulations thereunder for such Registration Statementpart. (b) If The Preferred Share Paying Agent shall maintain a Registration Statement under subsection (a) above is not available under duplicate share register and shall be entitled to conclusively rely on such duplicate share register for the securities laws or purpose of payment on the rules Preferred Shares. The Preferred Share Paying Agent shall have the right to inspect the Preferred Share Register at all reasonable times and to obtain copies thereof and the Preferred Share Paying Agent shall have the right to rely upon a certificate executed on behalf of such Preferred Share Registrar by an Authorized Officer thereof as to the names and addresses of the Commission, or if required to permit Holders and the resale numbers of Redemption Shares by "Affiliates" (as defined in the Securities Act), upon the written request such Preferred Shares. If either party becomes aware of any Limited Partner holding at least 20,000 Partnership Unitsdiscrepancies between the Preferred Share Register and the duplicate share register, it shall promptly inform the other of the same and the Preferred Share Registrar and the Preferred Share Paying Agent shall cooperatively ensure that the Preferred Share Register and the duplicate share register are reconciled in a timely manner and in any case prior to the next Record Date. Notwithstanding anything to the contrary herein, the General Partner agrees Preferred Share Paying Agent shall have no duty to file with monitor or determine whether any discrepancies exist between the Commission a Registration Statement covering the resale of Redemption Shares by Affiliates or others whose Redemption Shares are not covered by a Registration Statement filed pursuant to subsection (a) above, provided that the General Partner is furnished all information with respect to holders of Redemption Shares required to complete such Registration Statement and have it declared effective by the Commission. The General Partner will use its best efforts to have the Registration Statement declared effective under the Securities Act. The General Partner need not file a separate Registration Statement, but may file one Registration Statement covering Redemption Shares issuable to more than one Limited Partner. The General Partner further agrees to supplement or make amendments to each Registration Statement, if required by the rules, regulations or instructions applicable to the registration form utilized by the General Partner or by the Securities Act or rules and regulations thereunder for such Registration Statementtwo registers.

Registration. Subject 3.1 The Company will use commercially reasonable efforts to prepare and file a registration statement (the “Additional Registration Statement”) to cover all shares of Common Stock issuable under the Additional Warrants (the “Additional Registrable Securities”) as soon as possible, but in no event later than 90 days after the Closing Date (the “Filing Date”). The Company will use its commercially reasonable efforts to cause the Additional Registration Statement to be declared effective as soon as possible. 3.2 The Company shall use commercially reasonable efforts to prepare and file a post-effective amendment to the terms of any agreement between registration statement (the General Partner “Registration Statement”) covering the June 1st Warrants and one or more Limited Partners with respect the June 14th Warrants as soon as possible, but in no event later than April 6, 2007 (the “Post Effective Amendment Filing Date”). The Company will use its commercially reasonable efforts to Partnership Units held by them:cause such Registration Statement to be declared effective as soon as possible. (a) Shelf Registration 3.3 The Company hereby agrees to amend and restate the Company’s Form 10-Q for the periods ending March 31, 2006, June 30, 2006 and September 30, 2006 within 15 days of the Common Stock. Within two weeks prior Closing Date (the “Restatement Filing Date”). 3.4 In the event the Company does not file the Additional Registration Statement by the Filing Date or subsequent the post effective amendment to the first Registration Statement by the Post Effective Amendment Filing Date (each, an “Event”), each Purchaser shall be entitled to receive on the date upon which of such Event (the Partnership Units owned by any Limited Partner may be redeemed (or such later date “Event Date”) an amount in cash, as may be permitted under applicable provisions partial liquidated damages and not as a penalty, equal to 1% of the Securities Actaggregate Exercise Price paid by such Purchaser pursuant to Section 2.2 of this Amendment; and on each monthly anniversary of the Event Date thereof (if the applicable Event has not been cured), the General Partner agrees Company shall pay to file with the Commission each Purchaser an amount in cash, as partial liquidated damages and not as a shelf registration statement on Form S-3 (if the General Partner is eligible penalty, equal to use such form) under Rule 415 1% of the Securities Act aggregate purchase price paid by such Purchaser pursuant to the Section 2.2 of this Amendment (a "Registration Statement") or any similar rule that may be adopted by the Commission, with respect to all “Liquidated Damages”). The Liquidated Damages shall not exceed 12% of the REIT Shares that may be issued upon redemption of such Partnership Units aggregate Exercise Price paid by each respective Purchaser pursuant to Section 8.05 hereof ("Redemption Shares"). The General Partner will use its best efforts to have the Registration Statement declared effective under the Securities Act. The General Partner need not file a separate Registration Statement, but may file one Registration Statement covering Redemption Shares issuable to more than one Limited Partner. The General Partner further agrees to supplement or make amendments to each Registration Statement, if required by the rules, regulations or instructions applicable to the registration form utilized by the General Partner or by the Securities Act or rules and regulations thereunder for such Registration Statement2.2 of this Amendment. (b) If a Registration Statement under subsection (a) above is not available under the securities laws or the rules of the Commission, or if required to permit the resale of Redemption Shares by "Affiliates" (as defined in the Securities Act), upon the written request of any Limited Partner holding at least 20,000 Partnership Units, the General Partner agrees to file with the Commission a Registration Statement covering the resale of Redemption Shares by Affiliates or others whose Redemption Shares are not covered by a Registration Statement filed pursuant to subsection (a) above, provided that the General Partner is furnished all information with respect to holders of Redemption Shares required to complete such Registration Statement and have it declared effective by the Commission. The General Partner will use its best efforts to have the Registration Statement declared effective under the Securities Act. The General Partner need not file a separate Registration Statement, but may file one Registration Statement covering Redemption Shares issuable to more than one Limited Partner. The General Partner further agrees to supplement or make amendments to each Registration Statement, if required by the rules, regulations or instructions applicable to the registration form utilized by the General Partner or by the Securities Act or rules and regulations thereunder for such Registration Statement.

Registration. Subject to the terms of any agreement between the General Partner and one or more Limited Partners with respect to Partnership Units held by them: (a) Shelf Registration of the Common Stock. Within two weeks On or prior or subsequent to the first date upon which the Partnership Units owned by any Limited Partner may be redeemed (or such later date as may be permitted under applicable provisions of the Securities Act)each Filing Deadline, the General Partner agrees to Company shall prepare and file with the Commission a shelf registration statement on Form S-3 (if the General Partner is eligible to use such form) under Rule 415 of the Securities Act (a "Registration Statement") or any similar rule that may be adopted by the Commission, with respect to all of the REIT Shares that may be issued upon redemption of such Partnership Units pursuant to Section 8.05 hereof ("Redemption Shares"). The General Partner will use its best efforts to have the Registration Statement declared effective under the Securities Act. The General Partner need not file a separate Registration Statement, but may file one Registration Statement covering Redemption Shares issuable to more than one Limited Partner. The General Partner further agrees to supplement or make amendments to each Registration Statement, if required by the rules, regulations or instructions applicable to the registration form utilized by the General Partner or by the Securities Act or rules and regulations thereunder for such Registration Statement. (b) If a Registration Statement under subsection (a) above is not available under the securities laws or the rules of the Commission, or if required to permit the resale of Redemption Shares by "Affiliates" (as defined in the Securities Act), upon the written request of any Limited Partner holding at least 20,000 Partnership Units, the General Partner agrees to file with the Commission SEC a Registration Statement covering the resale of Redemption Shares by Affiliates or others whose Redemption Shares all of the Registrable Securities that are not covered by then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. Subject to the terms of this Agreement, the Company shall use its best efforts to cause a Registration Statement filed under this Agreement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than the applicable Effective Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to subsection Rule 144, or (aii) abovemay be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, provided as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Purchasers. The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. (New York City time) on a Trading Day. The Company shall immediately notify the Purchasers via e-mail of the effectiveness of a Registration Statement on the same Trading Day that the General Partner is furnished Company telephonically confirms effectiveness with the SEC, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. (New York City time) on the Trading Day after the effective date of such Registration Statement, file a final prospectus with the SEC as required by Rule 424. Failure to so notify the Purchaser within one (1) Trading Day of such notification of effectiveness or failure to file a final prospectus as foresaid shall be deemed an Event under Section 2(d). (b) Notwithstanding the registration obligations set forth in Section 2(a), if the SEC informs the Company that all information of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly inform each of the Purchasers thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the SEC, covering the maximum number of Registrable Securities permitted to be registered by the SEC, on Form S-1 or such other form available to register for resale the Registrable Securities as a secondary offering; with respect to holders filing on Form S-1 or other appropriate form, and subject to the provisions of Redemption Shares required Section 2(d) with respect to complete the payment of liquidated damages; provided, however, that prior to filing such amendment, the Company shall be obligated to use diligent efforts to advocate with the SEC for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09. (c) Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 2(d), if the SEC or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the SEC for the registration of all or a greater portion of Registrable Securities), unless otherwise directed in writing by a Purchaser as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced as follows: a. First, the Company shall reduce or eliminate any securities to be included other than Registrable Securities; and b. Second, the Company shall reduce Registrable Securities represented by Shares and have it declared effective Pre-Funded Warrant Shares (applied, in the case that some Shares and Pre-Funded Warrant Shares may be registered, to the Purchasers on a pro rata basis based on the total number of unregistered Shares and Pre-Funded Warrant Shares held by such Purchasers). In the Commissionevent of a cutback hereunder, the Company shall give the Purchaser at least five (5) Trading Days prior written notice along with the calculations as to such Purchaser’s allotment. The General Partner In the event the Company amends the Initial Registration Statement in accordance with the foregoing, the Company will use its best efforts to have file with the SEC, as promptly as allowed by the SEC or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-1 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended. (d) If: (i) the Initial Registration Statement is not filed on or prior to its Filing Date (if the Company files the Initial Registration Statement without affording the Purchasers the opportunity to review and comment on the same as required by Section 3(a) herein or the Company subsequently withdraws the filing of the Registration Statement, the Company shall be deemed to have not satisfied this clause (i) as of the Filing Date), or (ii) the Company fails to file with the SEC a request for acceleration of a Registration Statement declared effective under in accordance with Rule 461 promulgated by the SEC pursuant to the Securities Act. The General Partner need , within five (5) Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the SEC that such Registration Statement will not file be “reviewed” or will not be subject to further review, or (iii) prior to the effective date of a separate Registration Statement, but may the Company fails to file one a pre-effective amendment and otherwise respond in writing to comments made by the SEC in respect of such Registration Statement covering Redemption Shares issuable within ten (10) calendar days after the receipt of comments by or notice from the SEC that such amendment is required in order for such Registration Statement to more than one Limited Partner. The General Partner further agrees to supplement be declared effective, or make amendments to each (iv) a Registration Statement registering for resale all of the Registrable Securities is not declared effective by the SEC by the Effective Date of the Initial Registration Statement, if required by or (v) after the ruleseffective date of a Registration Statement, regulations or instructions applicable such Registration Statement ceases for any reason to the registration form utilized by the General Partner or by the remain continuously effective as to all Registrable Securities Act or rules and regulations thereunder for included in such Registration Statement, for more than ten (10) consecutive calendar days or more than an aggregate of fifteen (15) calendar days (which need not be consecutive calendar days) during any 12-month period (any such failure or breach being referred to as an “Event”, and for purposes of clauses (i) and (iv), the date on which such Event occurs, and for purpose of clause (ii) the date on which such five (5) Trading Day period is exceeded, and for purpose of clause (iii) the date which such ten (10) calendar day period is exceeded, and for purpose of clause (v) the date on which such ten (10) or fifteen (15) calendar day period, as applicable, is exceeded being referred to as “Event Date”), then, in addition to any other rights the Purchasers may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Purchaser an amount in cash, as partial liquidated damages and not as a penalty, equal to the product of 12.0% multiplied by the aggregate amount paid by such Purchaser pursuant to the Purchase Agreement. The parties agree that the maximum aggregate liquidated damages payable to a Purchaser under this Agreement shall be 20.0% of the aggregate amount paid by such Purchaser pursuant to the Purchase Agreement. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Purchaser, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of an Event. (e) Notwithstanding anything to the contrary contained herein, in no event shall the Company be permitted to name any Purchaser or affiliate of a Purchaser as any underwriter without the prior written consent of such Purchaser.

Registration. Subject to the terms of any agreement between the General Partner and one or more Limited Partners with respect to Partnership Units held by them: (a) Shelf Registration of the Common Stock. Within two weeks On or prior or subsequent to the first date upon which the Partnership Units owned by any Limited Partner may be redeemed (or such later date as may be permitted under applicable provisions of the Securities Act)Filing Date, the General Partner agrees to file with the Commission a shelf registration statement on Form S-3 (if the General Partner is eligible to use such form) under Rule 415 of the Securities Act (a "Registration Statement") or any similar rule that may be adopted by the Commission, with respect to all of the REIT Shares that may be issued upon redemption of such Partnership Units pursuant to Section 8.05 hereof ("Redemption Shares"). The General Partner will use its best efforts to have the Registration Statement declared effective under the Securities Act. The General Partner need not file a separate Registration Statement, but may file one Registration Statement covering Redemption Shares issuable to more than one Limited Partner. The General Partner further agrees to supplement or make amendments to each Registration Statement, if required by the rules, regulations or instructions applicable to the registration form utilized by the General Partner or by the Securities Act or rules Company shall prepare and regulations thereunder for such Registration Statement. (b) If a Registration Statement under subsection (a) above is not available under the securities laws or the rules of the Commission, or if required to permit the resale of Redemption Shares by "Affiliates" (as defined in the Securities Act), upon the written request of any Limited Partner holding at least 20,000 Partnership Units, the General Partner agrees to file with the Commission a Registration Statement covering the resale of Redemption Shares by Affiliates or others whose Redemption Shares are all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” attached hereto as Annex A. The Company shall cause the Registration Statement to be declared effective under the Securities Act as soon as possible but, in any event, no later than the Effectiveness Date, and shall use its best efforts to keep the Registration Statement effective under the Securities Act until the date on which the Holders are able to resell all of their respective Registrable Securities without volume restrictions pursuant to Rule 144(k) promulgated under the Securities Act (the “Effectiveness Period”). (b) If for any reason the Commission does not permit all of the Registrable Securities to be included in the Registration Statement filed pursuant to subsection (a) aboveSection 2(a), provided or for any other reason any Registrable Securities are not permitted by the Commission to be included in a Registration Statement filed under this Agreement, then the Company shall prepare and file as soon as possible after the date on which the Commission shall indicate as being the first date or time that such filing may be made, an additional Registration Statement covering the General Partner is furnished resale of all information with respect Registrable Securities not already covered by an existing and effective Registration Statement for an offering to holders of Redemption Shares required be made on a continuous basis pursuant to complete Rule 415. Each such Registration Statement and have it shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” attached hereto as Annex A. The Company shall cause each such Registration Statement to be declared effective by under the Commission. The General Partner will Securities Act as soon as possible but, in any event, no later than its Effectiveness Date, and shall use its best efforts to have the keep such Registration Statement declared effective under the Securities Act. The General Partner need not Act during the entire Effectiveness Period. (c) If at any time during the Effectiveness Period, less than 95% of the then Registrable Securities are then registered in a Registration Statement(s), then the Company shall file a separate Registration Statementas soon as reasonably practicable, but may file one in any case prior to the applicable Filing Date subject to any restrictions imposed by Rule 415, an additional Registration Statement covering Redemption Shares issuable the resale by the Holders of not less than 100% of the number of then Registrable Securities. (d) If: (i) a Registration Statement is not filed on or prior to its Filing Date, (ii) a Registration Statement is not declared effective by the Commission on or prior to its required Effectiveness Date, or (iii) after its Effective Date, (A) as a result of the occurrence of a Company Event (as defined below), such Registration Statement ceases to be effective and available to the Holders as to all Registrable Securities to which it is required to cover at any time prior to the expiration of its Effectiveness Period for up to no more than one Limited Partner30 consecutive Trading Days (or 45 Trading Days in any 12 month period in the aggregate) or (B) such Registration Statement ceases to be effective and available to the Holders as to all Registrable Securities to which it is required to cover at any time prior to the expiration of its Effectiveness Period for any reason other than a Company Event (as defined below) (any such failure or breach being referred to as an “Event,” and for purposes of clauses (i), (ii), or (iii)(B) the date on which such Event occurs, or for purposes of clause (iii)(A) the date on which such 30 consecutive Trading Day-period or 45 Trading Day-period, as applicable, is exceeded, being referred to as “Event Date”), then, in addition to any other rights available to the Holders under this Agreement or under applicable law: (x) on each such Event Date the Company shall pay to each Holder an amount in cash, as liquidated damages and not as a penalty, equal to 1% of the aggregate Purchase Price of such Holder pursuant to the Purchase Agreement; and (y) on each 30-day anniversary of each such Event Date thereof (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as liquidated damages and not as a penalty, equal to 1% of the aggregate Purchase Price paid by such Holder pursuant to the Purchase Agreement. The General Partner further agrees liquidated damages pursuant to supplement the terms hereof shall apply on a pro rata basis for any portion of a month prior to the cure of an Event. “Company Event” as used herein means the existence of material non-public information regarding the Company which the Board of Directors of the Company reasonably determines not to be in the best interests of the Company to disclose, including a significant business opportunity (including, but limited to, the acquisition or make amendments disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or similar transaction) available to each the Company, but which would be required to be disclosed in a Registration Statement. Notwithstanding anything to the contrary contained herein, if required an Event pursuant to clauses (i), (ii) or (iii) hereof occurs due to the consummation or the proposed consummation by the rulesCompany of an acquisition, regulations or instructions applicable the Company shall not be required to the registration form utilized by the General Partner or by the Securities Act or rules and regulations thereunder for such Registration Statementpay any liquidated damages required hereunder.

Registration. Subject (i) The Company shall use its commercially reasonable efforts to prepare and file or cause to be prepared and filed, as soon as practicable but in any event no later than the terms of any agreement between the General Partner and one or more Limited Partners with respect to Partnership Units held by them: earlier of: (a) Shelf Registration fifteen (15) Business Days following the filing of the Common Stock. Within two weeks prior or subsequent to Company’s Annual Report on Form 10-K for the first date upon which the Partnership Units owned by any Limited Partner may be redeemed (or such later date as may be permitted under applicable provisions of the Securities Act)period ended June 26, the General Partner agrees to file 2021, with the Commission or (b) October 18, 2021, (the “filing deadline”) a shelf registration statement on Form S-3 S-1 (if the General Partner is eligible “Registration Statement”) registering the resale from time to use such form) under Rule 415 time by Share Holders of the Registrable Securities; provided however, that (A) the Company’s obligation to include a Share Holder’s Registrable Securities Act (a "Registration Statement") or any similar rule that may be adopted by the Commission, with respect to all of the REIT Shares that may be issued upon redemption of such Partnership Units pursuant to Section 8.05 hereof ("Redemption Shares"). The General Partner will use its best efforts to have in the Registration Statement declared is contingent upon such Share Holder furnishing in writing to the Company such information regarding the Share Holder, the securities of the Company held by such Share Holder and the intended method of distribution of the Registrable Securities as shall be reasonably requested by the Company to effect the registration of the Registrable Securities, and the Share Holders shall execute such documents in connection with such registration as the Company may reasonably request that are customary of a selling stockholder in similar situations and (B) the amount of Registrable Securities to be included for resale on the initial Registration Statement shall not exceed 2,000,000,000. The Company shall use its commercially reasonable efforts to cause the initial Registration Statement to become effective in the United States no later than sixty (60) Business Days following the filing deadline and to keep the Registration Statement continuously effective under the U.S. Securities Act. The General Partner need not file a separate Registration Statement, but may file one Act until the expiration of the Effectiveness Period. (ii) If the Registration Statement covering Redemption Shares issuable resales of the Registrable Securities ceases to more be effective for any reason at any time during the Effectiveness Period (other than one Limited Partner. The General Partner further agrees because all securities registered thereunder shall have been resold pursuant thereto or shall have otherwise ceased to supplement be Registrable Securities), the Company shall use its commercially reasonable efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof, and amend the Registration Statement in a manner reasonably expected to obtain the withdrawal of the order suspending the effectiveness thereof, or make amendments to each file an additional Registration Statement with the Commission so that all Registrable Securities outstanding as of the date of such filing are covered by a Registration Statement. If a new Registration Statement is filed, the Company shall use its commercially reasonable efforts to cause the new Registration Statement to become effective as promptly as is practicable after such filing and to keep the new Registration Statement continuously effective until the end of the Effectiveness Period. (iii) The Company shall amend and supplement the Prospectus and amend the Registration Statement if required by the rules, regulations or instructions applicable to the registration form utilized used by the General Partner or by the Securities Act or rules and regulations thereunder Company for such Registration Statement. (b) If a Registration Statement under subsection (a) above is not available under the securities laws or the rules of the Commission, or if required to permit the resale of Redemption Shares by "Affiliates" (as defined in the Securities Act), upon the written request of any Limited Partner holding at least 20,000 Partnership Units, the General Partner agrees to file with the Commission a Registration Statement covering the resale of Redemption Shares by Affiliates or others whose Redemption Shares are not covered by a Registration Statement filed pursuant to subsection (a) above, provided that the General Partner is furnished all information with respect to holders of Redemption Shares required to complete such Registration Statement and have it declared effective by the Commission. The General Partner will use its best efforts to have the Registration Statement declared effective under the Securities Act. The General Partner need not file a separate Registration Statement, but may file one Registration Statement covering Redemption Shares issuable to more than one Limited Partner. The General Partner further agrees to supplement or make amendments to each new Registration Statement, if required by the rulesU.S. Securities Act, regulations or instructions applicable any other documents necessary to name a Notice Holder as a selling securityholder pursuant to Section 7.18(a)(v). (iv) [Reserved]. (v) Each Share Holder may sell Registrable Securities pursuant to a Registration Statement and related Prospectus only in accordance with this Section 7.18(a)(v) and Section 7.18(b)(vii). Each Share Holder wishing to sell Registrable Securities pursuant to the registration form utilized Resale Documents shall deliver a completed Notice and Questionnaire to the Company prior to any intended distribution of Registrable Securities under the Resale Documents. From and after the date the initial Registration Statement is declared effective, the Company shall, as promptly as practicable after the date completed Notice and Questionnaires from one or more Notice Holders holding at least 150,000,000 Registrable Securities are delivered, and in any event no later than the later of (x) twenty (20) calendar days after such date or (y) twenty (20) calendar days after the expiration of any Deferral Period in effect when the Notice and Questionnaire are delivered or put into effect within five (5) Business Days of such delivery date (but in any event, not more than twice in any fiscal year): (A) if required by applicable law, use commercially reasonable efforts to file with the General Partner Commission a post-effective amendment to the Registration Statement or prepare and, if required by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file a new Registration Statement or any other required document so that the Share Holder delivering such Notice and Questionnaire is named as a selling securityholder in a Registration Statement and the related Prospectus in such a manner as to permit such Share Holder to deliver such Prospectus to purchasers of the Registrable Securities in accordance with applicable law and, if the Company shall file a post-effective amendment to a Registration Statement or shall file a new Registration Statement, the Company shall use its commercially reasonable efforts to cause such post-effective amendment or new Registration Statement to be declared effective under the U.S. Securities Act as promptly as is practicable; (B) provide such Share Holder, upon request and without charge, copies of any documents filed pursuant to Section 7.18(a)(v)(A); and (C) notify Special Counsel as promptly as practicable after the effectiveness under the U.S. Securities Act of any new Registration Statement or post-effective amendment filed pursuant to Section 7.18(a)(v)(A); provided that if such Notice and Questionnaire are delivered during a Deferral Period, the Company shall so inform the Share Holder delivering such Notice and Questionnaire and shall take the actions set forth in clauses (A), (B) and (C) above upon expiration of the Deferral Period in accordance with Section 7.18(b)(vii). Notwithstanding anything contained herein to the contrary, (i) the Company shall be under no obligation to name any Share Holder that is not a Notice Holder as a selling securityholder in any Registration Statement or related Prospectus and (ii) if the Commission prevents the Company from including any or all of the Shares proposed to be registered under the Registration Statement due to limitations on the use of Rule 415 under the Securities Act for the resale of the Shares held by a Notice Holder or rules and regulations thereunder any other Notice Holder or otherwise, the number of Shares to be registered for each Notice Holder in the Registration Statement shall be reduced pro rata among all such selling securityholders such that the Registration Statement shall register for resale such number of Shares which is equal to the maximum number of Shares as is permitted by the Commission, provided, however, that, prior to reducing the number of shares of Registrable Securities to be registered for resale by any Notice Holder in such Registration Statement, the Company shall first remove any securities included in such Registration Statement for any Person other than a Notice Holder. Notwithstanding the foregoing, the Company shall continue to its use commercially reasonable efforts to register the resale of all remaining Registrable Securities held by the Notice Holders.

Registration. Subject to the terms of any agreement between the General Partner and one or more Limited Partners with respect to Partnership Units held by them: (a) Shelf Registration of the Common Stock. Within two weeks On or prior or subsequent to the first date upon which the Partnership Units owned by any Limited Partner may be redeemed (or such later date as may be permitted under applicable provisions of the Securities Act)Filing Date, the General Partner agrees to file with the Commission a shelf registration statement on Form S-3 (if the General Partner is eligible to use such form) under Rule 415 of the Securities Act (a "Registration Statement") or any similar rule that may be adopted by the Commission, with respect to all of the REIT Shares that may be issued upon redemption of such Partnership Units pursuant to Section 8.05 hereof ("Redemption Shares"). The General Partner will use its best efforts to have the Registration Statement declared effective under the Securities Act. The General Partner need not file a separate Registration Statement, but may file one Registration Statement covering Redemption Shares issuable to more than one Limited Partner. The General Partner further agrees to supplement or make amendments to each Registration Statement, if required by the rules, regulations or instructions applicable to the registration form utilized by the General Partner or by the Securities Act or rules Company shall prepare and regulations thereunder for such Registration Statement. (b) If a Registration Statement under subsection (a) above is not available under the securities laws or the rules of the Commission, or if required to permit the resale of Redemption Shares by "Affiliates" (as defined in the Securities Act), upon the written request of any Limited Partner holding at least 20,000 Partnership Units, the General Partner agrees to file with the Commission a Registration Statement covering the resale of Redemption Shares by Affiliates or others whose Redemption Shares all of the Registrable Securities that are not covered by then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. Each Registration Statement filed pursuant hereunder shall be on Form S-1 and shall contain a description of the Holders planned distribution (unless otherwise directed by at least an 85% majority in interest of the Holders) substantially in the form of “Plan of Distribution” attached hereto as Annex A. The Company shall respond to subsection (a) above, provided that any comments from the General Partner is furnished all information with respect to holders staff of Redemption Shares required to complete the Commission within seven days of the receipt of such comments. In the event the amount of Registrable Securities which may be included in the Registration Statement and have it declared effective by is limited due to SEC Guidance (provided that, the Commission. The General Partner will Company shall use diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, the CDI 612.09) the Company shall use its best efforts to have register such maximum portion of the Registrable Securities as permitted by SEC Guidance. Subject to the terms of this Agreement, the Company shall use its commercially reasonable efforts to cause a Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement have been sold, or may be sold pursuant to Rule 144 without the volume or other limitations of such rule, or not required to be registered in reliance upon the exemption in Section 4(a)(1) or 4(a)(7) under the Securities Act, in either case as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holders (the “Effectiveness Period”). The General Partner need not Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. New York City time on a Trading Day. The Company shall immediately notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall file a separate final Prospectus with the Commission as required by Rule 424. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater portion of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced on a pro rata basis based on the total number of unregistered Registrable Securities purchased by the Purchasers pursuant to the Purchase Agreement with the Warrant Shares being cutback prior to any Conversion Shares. In the event of a cutback hereunder, the Company shall give the Holder at least five Trading Days prior written notice along with the calculations as to such Holder’s allotment. (b) If a Registration Statement registering for resale all of the Registrable Securities (i) is not declared effective by the Commission by the Effectiveness Date of the Initial Registration Statement or any other Registration Statement (unless the sole reason for such non-registration of all or any portion of the Registrable Securities is solely as a result of SEC Guidance under Rule 415 or similar rule and CDI 612.09 which limits the number of Registrable Securities which may be included in a registration statement with respect to the Holders), or (ii) after the effective date of a Registration Statement, but may file one such Registration Statement covering Redemption Shares issuable ceases for any reason to more than one Limited Partner. The General Partner further agrees remain continuously effective as to supplement or make amendments to each all Registrable Securities included in such Registration Statement, or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than 30 calendar days during any 12-month period (any such failure or breach being referred to as an “Event”, and the date on which such Event occurs, being referred to as “Event Date”), then, in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if required the applicable Event shall not have been cured by such date) until the rulesapplicable Event is cured, regulations or instructions applicable the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to 1% of the purchase price paid by such Holder pursuant to the registration form utilized by Purchase Agreement, during which such Event continues uncured. The partial liquidated damages pursuant to the General Partner terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of an Event. Provided, however, the foregoing liquidated damages shall not accrue or by be otherwise charged during any period in which the Investor is eligible to sell the Shares on any given day under Rule 144 without the volume or other limitations of such rule, or in reliance upon the exemption in Section 4(a)(1) under the Securities Act Act, or rules and regulations thereunder for after such Registration StatementInvestor has publicly sold its Registrable Securities.

Registration. Subject to the terms of any agreement between the General Partner and one or more Limited Partners with respect to Partnership Units held by them: (a) Shelf Registration of the Common StockIRET Shares. Within two weeks prior Prior to or subsequent to on the first date upon which the Partnership Units owned by any Limited Partner may be redeemed exchanged (or such later other date as may be permitted required under applicable provisions of the Securities Act), the General Partner Company agrees to file with the Securities and Exchange Commission (the "Commission) a shelf registration statement on Form S-3 (if the General Partner is eligible to use such form) under Rule 415 of the Securities Act (a "Registration Statement") ), or any similar rule that may be adopted by the Commission, with respect to all of the REIT IRET Shares that may be issued upon redemption exchange of such Partnership Units pursuant to Section 8.05 hereof ("Redemption Exchange Shares"). The General Partner IRET will use its best efforts to have the Registration Statement declared effective under the Securities Act. The General Partner IRET need not file a separate Registration Statement, but may file one Registration Statement covering Redemption Exchange Shares issuable to more than one Limited Partner. The General Partner IRET further agrees to supplement or make amendments to each Registration Statement, if required by the rules, regulations or instructions applicable to the registration form utilized by the General Partner IRET or by the Securities Act or rules and regulations thereunder for such Registration Statement. (b) If a Registration Statement under subsection (a) above is not available under the securities laws or the rules of the Commission, or if required to permit the resale of Redemption Exchange Shares by "Affiliates" (as defined in the Securities Act), upon the written request of any Limited Partner holding at least 20,000 Partnership Units, the General Partner IRET agrees to file with the Commission a Registration Statement covering the resale of Redemption Exchange Shares by Affiliates or others whose Redemption Exchange Shares are not covered by a Registration Statement filed pursuant to subsection (a) above, provided that the General Partner is furnished all information with respect to holders of Redemption Shares required to complete such Registration Statement and have it declared effective by the Commission. The General Partner IRET will use its best efforts to have the Registration Statement declared effective under the Securities Act. The General Partner IRET need not file a separate Registration Statement, but may file one Registration Statement covering Redemption Exchange Shares issuable to more than one Limited Partner. The General Partner IRET further agrees to supplement or make amendments to each Registration Statement, if required by the rules, regulations or instructions applicable to the registration form utilized by the General Partner IRET or by the Securities Act or rules and regulations thereunder for such Registration Statement.

Registration. Subject to the terms of any agreement between the General Partner and one or more Limited Partners with respect to Partnership Units held by them: (a) Shelf Registration of the Common Stock. Within two weeks On or prior or subsequent to the first date upon which the Partnership Units owned by any Limited Partner may be redeemed (or such later date as may be permitted under applicable provisions of the Securities Act)each Filing Date, the General Partner agrees to file with the Commission a shelf registration statement on Form S-3 (if the General Partner is eligible to use such form) under Rule 415 of the Securities Act (a "Registration Statement") or any similar rule that may be adopted by the Commission, with respect to all of the REIT Shares that may be issued upon redemption of such Partnership Units pursuant to Section 8.05 hereof ("Redemption Shares"). The General Partner will use its best efforts to have the Registration Statement declared effective under the Securities Act. The General Partner need not file a separate Registration Statement, but may file one Registration Statement covering Redemption Shares issuable to more than one Limited Partner. The General Partner further agrees to supplement or make amendments to each Registration Statement, if required by the rules, regulations or instructions applicable to the registration form utilized by the General Partner or by the Securities Act or rules Company shall prepare and regulations thereunder for such Registration Statement. (b) If a Registration Statement under subsection (a) above is not available under the securities laws or the rules of the Commission, or if required to permit the resale of Redemption Shares by "Affiliates" (as defined in the Securities Act), upon the written request of any Limited Partner holding at least 20,000 Partnership Units, the General Partner agrees to file with the Commission a Registration Statement covering the resale of Redemption Shares by Affiliates or others whose Redemption Shares are all Registrable Securities not already covered by a an existing and effective Registration Statement filed to be made on a continuous basis pursuant to subsection Rule 415. The Registration Statement shall be on Form S-3 (aexcept if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form for such purpose) above, provided that and shall contain (except if otherwise required pursuant to written comments received from the General Partner is furnished all information with respect to holders Commission upon a review of Redemption Shares required to complete such Registration Statement and have it declared effective by Statement) the Commission. “Plan of Distribution” in substantially the form attached hereto as Annex A. The General Partner will Company shall use its reasonable best efforts to have the cause each Registration Statement to be declared effective under the Securities Act. The General Partner need not file a separate Registration StatementAct as soon as possible but, but may file one Registration Statement covering Redemption Shares issuable to more in any event, no later than one Limited Partner. The General Partner further agrees to supplement or make amendments to each Registration Statement, if required by the rules, regulations or instructions applicable to the registration form utilized by the General Partner or by the Securities Act or rules and regulations thereunder Effectiveness Date for such Registration Statement, and shall, subject Section 7(d) hereof, use its reasonable best efforts to keep the Registration Statement continuously effective under the Securities Act until the earlier of (i) the date that is three years after the Closing Date and (ii) the date on which all securities under such Registration Statement have ceased to be Registrable Securities (the “Effectiveness Period”). Notwithstanding the foregoing, the Company shall be entitled to suspend the effectiveness of the Registration Statement at any time prior to the expiration of the Effectiveness Period for up to an aggregate of 30 consecutive Trading Days or an aggregate of 50 Trading Days (which need not be consecutive) in any given 360-day period. It is agreed and understood that the Company shall, from time to time, be obligated to file one or more additional Registration Statements to cover any Registrable Securities which are not registered for resale pursuant to a pre-existing Registration Statement. (b) Notwithstanding anything contained herein to the contrary, in the event that the Commission limits the amount of Registrable Securities that may be included and sold by Holders in any Registration Statement, including the Initial Registration Statement, pursuant to Rule 415 or any other basis, the Company may reduce the number of Registrable Securities included in such Registration Statement on behalf of the Holders in whole or in part (in case of an exclusion as to a portion of such Registrable Securities, such portion shall be allocated pro rata among such Holders in proportion to the respective numbers of Registrable Securities represented by Underlying Shares requested to be registered by each such Holder over the total amount of Registrable Securities represented by Underlying Shares) (such Registrable Securities, the “Reduction Securities”). In such event the Company shall give the Holders prompt notice of the number of such Reduction Securities excluded and the Company will not be liable for any damages under this Agreement in connection with the exclusion of such Reduction Securities. The Company shall use its reasonable best efforts at the first opportunity that is permitted by the Commission to register for resale the Reduction Securities. Such new Registration Statement shall be on Form S-3 (except if the Company is not then eligible to register for resale the Reduction Securities on Form S-3, in which case such registration shall be on another appropriate form for such purpose) and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” in substantially the form attached hereto as Annex A. The Company shall use its reasonable best efforts to cause each such Registration Statement to be declared effective under the Securities Act as soon as possible but, in any event, no later than the Effectiveness Date, and shall use its reasonable best efforts to keep such Registration Statement continuously effective under the Securities Act during the entire Effectiveness Period, subject to Section 7(d) hereof. Notwithstanding the foregoing, the Company shall be entitled to suspend the effectiveness of such Registration Statement at any time prior to the expiration of the Effectiveness Period for an aggregate of no more than 30 consecutive Trading Days or an aggregate of 50 Trading Days (which need not be consecutive) in any given 360-day period.

Registration. Subject to the terms of any agreement between the General Partner and one or more Limited Partners with respect to Partnership Units held by them: (a) Shelf Registration of the Common Stock. Within two weeks On or prior or subsequent to the first date upon which the Partnership Units owned by any Limited Partner may be redeemed (or such later date as may be permitted under applicable provisions of the Securities Act)each Filing Date, the General Partner agrees to file with the Commission a shelf registration statement on Form S-3 (if the General Partner is eligible to use such form) under Rule 415 of the Securities Act (a "Registration Statement") or any similar rule that may be adopted by the Commission, with respect to all of the REIT Shares that may be issued upon redemption of such Partnership Units pursuant to Section 8.05 hereof ("Redemption Shares"). The General Partner will use its best efforts to have the Registration Statement declared effective under the Securities Act. The General Partner need not file a separate Registration Statement, but may file one Registration Statement covering Redemption Shares issuable to more than one Limited Partner. The General Partner further agrees to supplement or make amendments to each Registration Statement, if required by the rules, regulations or instructions applicable to the registration form utilized by the General Partner or by the Securities Act or rules Company shall prepare and regulations thereunder for such Registration Statement. (b) If a Registration Statement under subsection (a) above is not available under the securities laws or the rules of the Commission, or if required to permit the resale of Redemption Shares by "Affiliates" (as defined in the Securities Act), upon the written request of any Limited Partner holding at least 20,000 Partnership Units, the General Partner agrees to file with the Commission a Registration Statement covering the resale of Redemption Shares by Affiliates or others whose Redemption Shares all of the Registrable Securities that are not covered by then registered on an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement filed hereunder shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith) and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” in substantially the form attached hereto as Annex A. The Company shall use its commercially reasonable efforts to cause a Registration Statement filed under this Agreement to be declared effective under the Securities Act no later than the Effectiveness Date for such Registration Statement, and shall, subject Section 7(b) hereof, use its commercially reasonable efforts to keep the Registration Statement continuously effective under the Securities Act until the date on which all securities under such Registration Statement have ceased to be Registrable Securities (the “Effectiveness Period”). It is agreed and understood that the Company shall, from time to time, be obligated to file one or more additional Registration Statements to cover any Registrable Securities which are not registered for resale pursuant to subsection a pre-existing Registration Statement. (ab) aboveNotwithstanding anything contained herein to the contrary, in the event that the Commission limits the amount of Registrable Securities that may be included and sold by the Holder in any Registration Statement, including the Initial Registration Statement, pursuant to Rule 415 or any other basis (and notwithstanding that the Company used commercially reasonable efforts to advocate with the Commission where practicable for the registration of all or a greater number of Registrable Securities), the Company may reduce the number of Registrable Securities included in such Registration Statement on behalf of such Holder in whole or in part (in case of an exclusion as to a portion of such Registrable Securities, such portion shall be allocated pro rata among multiple Holders in proportion to the respective numbers of Registrable Securities represented by Shares requested to be registered by each such Holder over the total amount of Registrable Securities represented by Shares) (such Registrable Securities, the “Reduction Securities”). Any reduction of Registrable Securities pursuant to this Section 2(b) shall occur only after all securities that are not Registrable Securities, if any, are first removed from such Registration Statement where permitted under contractual arrangements between the Company and the holders of such other securities (provided that the Company first uses commercially reasonable efforts (which efforts shall not require the Company to pay money or issue additional securities to the holders) to obtain waivers under such contractual arrangements of stockholders’ rights to have such securities included in such Registration Statement). In such event, the Company shall give the Holder prompt notice of the number of such Reduction Securities excluded and the Company will not be liable for any damages under this Agreement in connection with the exclusion of such Reduction Securities. The Company shall use its commercially reasonable efforts at the first opportunity that is permitted by the Commission to register for resale the Reduction Securities. Such new Registration Statement shall be on Form S-3 (except if the Company is not then eligible to register for resale the Reduction Securities on Form S-3, in which case such registration shall be on another appropriate form for such purpose) and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” in substantially the form attached hereto as Annex A. The Company shall use its commercially reasonable efforts to cause each such Registration Statement to be declared effective under the Securities Act as soon as possible but, in any event, no later than the Effectiveness Date, and shall use its commercially reasonable efforts to keep such Registration Statement continuously effective under the Securities Act during the entire Effectiveness Period, subject to Section 7(b) hereof. (c) No Holder shall be named as an “underwriter” in any Registration Statement without such Holder’s prior written consent, except if required pursuant to written comments received from the Commission upon a review of such Registration Statement; provided, however, that prior to naming a Holder as an underwriter in any Registration Statement, (i) the Company shall use its commercially reasonable efforts to advocate with the Commission against naming such Holder as an underwriter in accordance with Commission rules and regulations and SEC Guidance and (ii) if, despite the Company’s commercially reasonable efforts to advocate with the Commission against naming such Holder as an underwriter, the Commission continues to require that such Holder be named as an underwriter in any Registration Statement, such Holder shall have the right (but not the obligation), prior to being so named, without any penalty to the Company, to either (A) remove itself from such Registration Statement or (B) reduce its number of Registrable Securities included in such Registration Statement such that it shall no longer be required to be named as an underwriter in such Registration Statement. (d) Unless contractually obligated to do so (provided that the Company first uses commercially reasonable efforts (which efforts shall not require the Company to pay money or issue additional securities to the holders) to obtain waivers under such contractual arrangements of stockholders’ rights to have such securities included in such Registration Statement), in no event shall the Company include any securities other than the Registrable Securities on any Registration Statement without the prior written consent of Holders of a majority of the Registrable Securities. (e) The disposition of Registrable Securities from any Registration Statement may occur in one or more underwritten offerings, block transactions, broker transactions, at-market transactions or in such other manner or manners as may be specified by the Holders in accordance with applicable law. (f) In the event that Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities on another appropriate form and (ii) undertake to register the Registrable Securities on Form S-3 promptly after such form is available, provided that the General Partner is furnished all information with respect to holders Company shall maintain the effectiveness of Redemption Shares required to complete such the Registration Statement and have it then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission. The General Partner will use its best efforts to have the Registration Statement declared effective under the Securities Act. The General Partner need not file a separate Registration Statement, but may file one Registration Statement covering Redemption Shares issuable to more than one Limited Partner. The General Partner further agrees to supplement or make amendments to each Registration Statement, if required by the rules, regulations or instructions applicable to the registration form utilized by the General Partner or by the Securities Act or rules and regulations thereunder for such Registration Statement.

Registration. Subject The Company shall, on or prior to the terms of any agreement between the General Partner Filing Deadline, prepare and one or more Limited Partners with respect to Partnership Units held by them: (a) Shelf Registration of the Common Stock. Within two weeks prior or subsequent to the first date upon which the Partnership Units owned by any Limited Partner may be redeemed (or such later date as may be permitted under applicable provisions of the Securities Act), the General Partner agrees to file with the Commission a shelf registration statement on Form S-3 (if the General Partner is eligible to use such form) under Rule 415 of the Securities Act (a "Registration Statement") or any similar rule that may be adopted by the Commission, with respect to all of the REIT Shares that may be issued upon redemption of such Partnership Units pursuant to Section 8.05 hereof ("Redemption Shares"). The General Partner will use its best efforts to have the Registration Statement declared effective under the Securities Act. The General Partner need not file a separate Registration Statement, but may file one Registration Statement covering Redemption Shares issuable to more than one Limited Partner. The General Partner further agrees to supplement or make amendments to each Registration Statement, if required by the rules, regulations or instructions applicable to the registration form utilized by the General Partner or by the Securities Act or rules and regulations thereunder for such Registration Statement. (b) If a Registration Statement under subsection (a) above is not available under the securities laws or the rules of the Commission, or if required to permit the resale of Redemption Shares by "Affiliates" (as defined in the Securities Act), upon the written request of any Limited Partner holding at least 20,000 Partnership Units, the General Partner agrees to file with the Commission a Registration Statement covering the Registrable Securities for a selling stockholder resale offering to be made on a continuous basis pursuant to Rule 415. Each Registration Statement shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith). The Company shall use its commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in no event later than the Effectiveness Deadline, and to remain effective continuously throughout the Effectiveness Period. The Company shall promptly notify the Holders via facsimile or electronic mail of Redemption Shares by Affiliates or others whose Redemption Shares are not covered by the effectiveness of a Registration Statement filed pursuant to subsection within one (a1) abovebusiness day of the Effective Date. The Company shall, provided that by 9:30 a.m. New York City time on the General Partner is furnished all information first business day after the Effective Date, file a final Prospectus with respect to holders of Redemption Shares required to complete such Registration Statement and have it declared effective by the Commission, as required by Rule 424(b) of the Securities Act. The General Partner will Notwithstanding the registration obligations set forth in this Article II, in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale on a single registration statement, the Company agrees to promptly (i) inform each of the Holders thereof, (ii) use its best efforts to have file amendments to the Registration Statement declared effective under as required by the Securities Act. The General Partner need not Commission and/or (iii) withdraw the Registration Statement and file a separate new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, but may file one the Company shall be obligated to use its commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance. In the event the Company amends the initial Registration Statement covering Redemption Shares issuable to more than one Limited Partner. The General Partner further agrees to supplement or make amendments to each files a New Registration Statement, if required as the case may be, under clauses (ii) or (iii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by the rules, regulations Commission or instructions applicable SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form utilized by available to register for resale those Registrable Securities that were not registered for resale on the General Partner or by the Securities Act or rules and regulations thereunder for such Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”).

Registration. Subject to the terms of any agreement between the General Partner and one or more Limited Partners with respect to Partnership Units held by them: (a) Shelf Registration of the Common Stock. Within two weeks On or prior or subsequent to the first date upon which the Partnership Units owned by any Limited Partner may be redeemed (or such later date as may be permitted under applicable provisions of the Securities Act)Filing Date, the General Partner agrees to file with the Commission a shelf registration statement on Form S-3 (if the General Partner is eligible to use such form) under Rule 415 of the Securities Act (a "Registration Statement") or any similar rule that may be adopted by the Commission, with respect to all of the REIT Shares that may be issued upon redemption of such Partnership Units pursuant to Section 8.05 hereof ("Redemption Shares"). The General Partner will use its best efforts to have the Registration Statement declared effective under the Securities Act. The General Partner need not file a separate Registration Statement, but may file one Registration Statement covering Redemption Shares issuable to more than one Limited Partner. The General Partner further agrees to supplement or make amendments to each Registration Statement, if required by the rules, regulations or instructions applicable to the registration form utilized by the General Partner or by the Securities Act or rules Company shall prepare and regulations thereunder for such Registration Statement. (b) If a Registration Statement under subsection (a) above is not available under the securities laws or the rules of the Commission, or if required to permit the resale of Redemption Shares by "Affiliates" (as defined in the Securities Act), upon the written request of any Limited Partner holding at least 20,000 Partnership Units, the General Partner agrees to file with the Commission a Registration Statement covering the resale of Redemption Shares all or such maximum portion of the Registrable Securities as permitted by Affiliates or others whose Redemption Shares SEC Guidance (provided that, the Company shall use diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance) that are not covered by then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. Each Registration Statement filed pursuant hereunder shall be on Form S-1. Subject to subsection (a) abovethe terms of this Agreement, provided that the General Partner is furnished all information with respect to holders of Redemption Shares required to complete such Registration Statement and have it declared effective by the Commission. The General Partner will Company shall use its best efforts to have the cause a Registration Statement filed hereunder to be declared effective under the Securities ActAct as promptly as possible after the filing thereof, but in any event prior to the applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) (A) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and (B) (I) may be sold without the requirement for the Company to be in compliance with the current public information requirement under Rule 144 or (II) the Company is in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holder (the “Effectiveness Period”). The General Partner need not file Company shall telephonically request effectiveness of a separate Registration Statement as of 5:00 p.m. New York City time on a Trading Day. The Company shall promptly notify the Holder via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. New York City time on the Trading Day after the effective date of such Registration Statement, but may file one a final Prospectus with the Commission as required by Rule 424. (b) Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement covering Redemption Shares issuable (and notwithstanding that the Company used diligent efforts to more than one Limited Partneradvocate with the Commission for the registration of all or a greater portion of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced by Registrable Securities so as to allow registration in compliance with the SEC Guidance. The General Partner further agrees In the event of a cutback hereunder, the Company shall give the Holder at least two (2) Trading Days prior written notice along with the calculations as to supplement or make amendments such Holder’s allotment; with respect to each any cutback to be applied to shares held by the Purchaser, such cutback shall be applied on a pro rata basis with the other selling security holders that may be included in the Registration Statement. As a result of any SEC Guidance, if required by the rules, regulations or instructions applicable Company shall not agree to the registration form utilized by the General Partner or by the Securities Act or rules and regulations thereunder for name any Holder as an “underwriter” in such Registration StatementStatement without the prior written consent of such Holder.

Registration. Subject Holders shall be able to exercise their Warrants only if a registration statement relating to such exercise is then in effect, or the terms exercise of any agreement between such Warrants is exempt from the General Partner registration requirements of the Securities Act, and one such securities are qualified for sale or more Limited Partners with respect exempt from qualification under the applicable securities laws of the states in which the various holders of the Warrants or other persons to Partnership Units held by them:whom it is proposed that the Warrant Shares be issued on exercise of the Warrants reside. (a) Shelf Registration The Company shall prepare and cause to be filed within 120 days of the Common Stock. Within two weeks prior or subsequent to the first issuance date upon which the Partnership Units owned by any Limited Partner may be redeemed (or such later date as may be permitted under applicable provisions of the Securities Act), the General Partner agrees to file Warrants with the Commission pursuant to Rule 415 under the Securities Act a shelf registration statement on Form S-3 (if the General Partner is eligible to use such form) under Rule 415 of the Securities Act (a "Registration Statement") or any similar rule that may be adopted on the appropriate form relating to the offer and sale by the Commission, with respect to all Company of the REIT Warrant Shares that may be issued to the holders of Warrants upon redemption exercise of such Partnership Units pursuant to Section 8.05 hereof the Warrants. ("Redemption Shares"). b) The General Partner will Company shall use its reasonable best efforts to have cause such Registration Statement to be declared effective by the Commission on or before 150 days from the date of issuance of the Warrants. (c) The Company shall use its reasonable best efforts to keep the Registration Statement declared continuously effective under the Securities ActAct in order to permit the prospectus included therein to be lawfully delivered by the Company to the holders exercising the Warrants until the earlier of (i) two years following the first date as of which no Warrants remain outstanding and (ii) if all of the Warrants expire unexercised, the Expiration Date; provided that, except as provided below with respect to any Black Out Period (as defined herein), the Company shall be deemed not to have used its reasonable best efforts to keep the Registration Statements effective during the requisite period if it voluntarily takes any action that would result in it not being able to offer and sell the Warrant Shares upon exercise of the Warrants during that period, unless such action is required by applicable law. The General Partner need Notwithstanding the foregoing, the Company shall not file a separate be required to amend or supplement the Registration Statement, but may file one any related prospectus or any document incorporated therein by reference, for a period (a "Black Out Period") not to exceed, for so long as this Agreement is in effect, an aggregate of 60 days in any calendar year, in the event that (i) an event occurs and is continuing as a result of which the Registration Statement covering Redemption Shares issuable Statements, any related prospectus or any document incorporated therein by reference as then amended or supplemented would, in the Company's good faith judgment, contain an untrue statement of a material fact or omit to more than one Limited Partner. The General Partner further agrees state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (ii)(A) the Company determines in its good faith judgment that the disclosure of such event at such time would have a material adverse effect on the business, operations or prospects of the Company or (B) the disclosure otherwise relates to a material business transaction which has not yet been publicly disclosed; provided, further, that such Black Out Period shall be extended for any period, not to exceed an aggregate of 30 days in any calendar year, during which the Commission is reviewing any proposed amendment or supplement or make amendments to each the Registration Statement, if any related prospectus or any document incorporated therein by reference which has been filed by the Company; and provided, further, that no Black Out Period may be in effect during the three months prior to the Expiration Date. (d) The Company shall cause the Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date of the Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission and (ii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (e) The Company shall give prompt written notice to the holders of the Warrants, the Initial Purchaser and the Warrant Agent of (i) the effectiveness of the Registration Statement or any post-effective amendment thereto, (ii) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statements or the initiation or threatening of any proceedings for that purpose, (iii) the receipt by the Company or its legal counsel of any notification with respect to the suspension of the qualification of the Warrant Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, (iv) the happening of any event that requires the Company to make changes in the Registration Statements or the prospectus in order to make the statements therein not misleading and (v) the commencement and termination of any Black Out Period. (f) The Company shall use its reasonable best efforts to prevent the issuance or obtain the withdrawal of any order suspending the effectiveness of the Registration Statements at the earliest possible time. (g) Upon the occurrence of any event contemplated by Section 15(e)(iv) or (v) hereof (subject to the last sentence of Section 15(c) hereof) the Company shall promptly prepare a post-effective amendment to the Registration Statement or a supplement to the related prospectus or file any other required document so that, as thereafter delivered to holders of the Warrants, the prospectus will not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and will contain the current information required by the rulesSecurities Act. (h) Not later than the effective date of the Registration Statements, the Company will provide a CUSIP number for the Warrant Shares and provide the Warrant Agent with printed certificates for the Warrant Shares in a form eligible for deposit with the Depository Trust Company. (i) The Company will comply with all rules and regulations or instructions of the Commission to the extent and so long as they are applicable to the registration form utilized by the General Partner or by the Securities Act or rules and regulations thereunder for such Registration Statement. (bj) If a Registration Statement under subsection (a) above is not available The Company shall register or qualify or cooperate with the holders in connection with the registration or qualification of the Warrant Shares for offer and sale by the Company upon exercise of the Warrants under the securities or blue sky laws or the rules of such states of the Commission, United States as any holder reasonably requests and do any and all other acts or if required things necessary or advisable to permit the resale of Redemption Shares by "Affiliates" (as defined enable such offer and sale in the Securities Act), upon the written request of any Limited Partner holding at least 20,000 Partnership Units, the General Partner agrees to file with the Commission a Registration Statement covering the resale of Redemption Shares by Affiliates or others whose Redemption Shares are not covered by a Registration Statement filed pursuant to subsection (a) above, such jurisdictions; provided that the General Partner is furnished all information with respect to holders of Redemption Shares Company shall not be required to complete such Registration Statement (i) qualify to do business in any jurisdiction in which it is not then so qualified or (ii) take any action which would subject it to general service of process or to taxation in any jurisdiction in which it is not then so subject. (k) The Company shall bear all expenses incurred by it in connection with the performance of its obligations under this Section 15. (l) The Company acknowledges and have it declared effective agrees that any remedy at law for breach of any provision of this Section 15 will be inadequate and that, in addition to any other remedies that the holder may have, the holders shall be entitled to the remedy of specific performance to ensure the Company performs its obligations under this Section 15. The election of any one or more remedies by the Commission. The General Partner will use its best efforts holders hereunder shall not constitute a waiver of the right to pursue other available remedies. (m) No person is entitled to include any securities of the Company held by such person in, or to have such securities registered under, the Registration Statement declared effective under the Securities Act. The General Partner need not file a separate Registration Statement, but may file one Registration Statement covering Redemption Shares issuable to more than one Limited Partner. The General Partner further agrees to supplement or make amendments to each Registration Statement, if required by the rules, regulations or instructions applicable to the registration form utilized by the General Partner or by the Securities Act or rules and regulations thereunder for such Registration Statement.

Registration. Subject On or prior to the terms of any agreement between the General Partner and one or more Limited Partners with respect to Partnership Units held by them: (a) Shelf Registration of the Common Stock. Within two weeks prior or subsequent to the first date upon which the Partnership Units owned by any Limited Partner may be redeemed (or such later date as may be permitted under applicable provisions of the Securities Act)Filing Date, the General Partner agrees to file with the Commission a shelf registration statement on Form S-3 (if the General Partner is eligible to use such form) under Rule 415 of the Securities Act (a "Registration Statement") or any similar rule that may be adopted by the Commission, with respect to all of the REIT Shares that may be issued upon redemption of such Partnership Units pursuant to Section 8.05 hereof ("Redemption Shares"). The General Partner will use its best efforts to have the Registration Statement declared effective under the Securities Act. The General Partner need not file a separate Registration Statement, but may file one Registration Statement covering Redemption Shares issuable to more than one Limited Partner. The General Partner further agrees to supplement or make amendments to each Registration Statement, if required by the rules, regulations or instructions applicable to the registration form utilized by the General Partner or by the Securities Act or rules Company shall prepare and regulations thereunder for such Registration Statement. (b) If a Registration Statement under subsection (a) above is not available under the securities laws or the rules of the Commission, or if required to permit the resale of Redemption Shares by "Affiliates" (as defined in the Securities Act), upon the written request of any Limited Partner holding at least 20,000 Partnership Units, the General Partner agrees to file with the Commission a Registration Statement covering the resale of Redemption Shares by Affiliates or others whose Redemption Shares are all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the "Plan of Distribution" attached hereto as Annex A. The Company shall cause the Registration Statement to be declared effective under the Securities Act as soon as possible but, in any event, no later than the Effectiveness Date, and shall use its best efforts to keep the Registration Statement effective under the Securities Act until all Holders are able to sell their Registrable Securities without restriction under Rule 144 (the "Effectiveness Period"). If for any reason the Commission does not permit all of the Registrable Securities to be included in the Registration Statement filed pursuant to subsection (a) aboveSection 2(a), provided or for any other reason any Registrable Securities are not permitted by the Commission to be included in a Registration Statement filed under this Agreement, then the Company shall prepare and file as soon as possible after the date on which the Commission shall indicate as being the first date or time that such filing may be made, an additional Registration Statement covering the General Partner is furnished resale of all information with respect Registrable Securities not already covered by an existing and effective Registration Statement for an offering to holders of Redemption Shares required be made on a continuous basis pursuant to complete Rule 415. Each such Registration Statement and have it shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the "Plan of Distribution" attached hereto as Annex A. The Company shall cause each such Registration Statement to be declared effective by under the Commission. The General Partner will Securities Act as soon as possible but, in any event, no later than its Effectiveness Date, and shall use its best efforts to have the keep such Registration Statement declared effective under the Securities ActAct during the entire Effectiveness Period. The General Partner need not If at any time during the Effectiveness Period, less than 95% of the then Registrable Securities are then registered in a Registration Statement(s), then the Company shall file a separate Registration Statementas soon as reasonably practicable, but may file one in any case prior to the applicable Filing Date subject to any restrictions imposed by Rule 415, an additional Registration Statement covering Redemption Shares issuable the resale by the Holders of not less than 100% of the number of then Registrable Securities. If the Company fails to file a Registration Statement on or prior to the applicable Filing Date, or if the Effective Date of a Registration Statement is not on or prior to the applicable Effectiveness Date, then the Investors will be entitled to receive the following: Each Investor will be entitled to receive, for no additional consideration, an additional number of shares of Common Stock equal to (A) 25,000 shares of Common Stock for each One Million Dollars ($1,000,000) in principal of the Note held by such Investor; plus (B) if such filing or effectiveness, as the case may be, is more than one Limited Partner60 days late, 5,000 shares of Common Stock for each One Million Dollars ($1,000,000) in principal of the Note held by such Investor and an additional 5,000 shares of Common Stock for each One Million Dollars ($1,000,000) in principal of the Note held by such Investor for each subsequent 60-day period that such filing or effectiveness, as the case may be, is late. The General Partner further agrees An Investor will be entitled to supplement no such shares as set forth in Section 2(d)(i) hereof if the delay in filing or make amendments effectiveness, as the case may be, is attributable to each Registration Statement, if required by any action or inaction of such Investor. Such additional shares of Common Stock as set forth in this Section 2(d) shall be issuable at the rules, regulations or instructions applicable to the registration form utilized by the General Partner or by the Securities Act or rules and regulations thereunder for time such Registration Statementpenalty is incurred.

Registration. Subject to (i) On or before the terms date six months after the Date of any agreement between the General Partner and one or more Limited Partners with respect to Partnership Units held by them: (a) Shelf Registration of the Common Stock. Within two weeks prior or subsequent to the first date upon which the Partnership Units owned by any Limited Partner may be redeemed (or such later date as may be permitted under applicable provisions of the Securities Act)Grant, the General Partner agrees to Company shall, prepare and file with the Securities and Exchange Commission ("SEC") a shelf registration statement on Form S-3 (if the General Partner is eligible to use such form) under Rule 415 of the Securities Act to register the resale of the Common Stock issuable upon exercise of this Warrant (a the "Registration StatementRegistrable Shares") and shall thereafter use all reasonable efforts to cause such registration statement to become effective as promptly as practicable. (ii) The Company shall, until the date 30 months after the Date of Grant, keep such registration statement for the Registrable Shares in effect and current and from time to time amend or any similar rule that may be adopted by supplement the Commission, registration statement and the prospectus in connection therewith in compliance with the Act to permit the sale or distribution of the Registrable Shares with respect to all which such registration statement shall have become effective. If at any time the SEC should institute or threaten to institute any proceedings for the purpose of issuing, or should issue a stop order suspending the effectiveness of any such registration statement, the Company will promptly notify the holder of this Warrant (which term shall include any holder of the REIT Shares that may be issued upon redemption of such Partnership Units pursuant to Section 8.05 hereof ("Redemption Shares"). The General Partner ) and will use its reasonable best efforts to have prevent the Registration Statement declared effective under issuance of any such stop order or to obtain the Securities Actwithdrawal thereof as soon as possible. The General Partner need not file a separate Registration Statement, but may file one Registration Statement covering Redemption Shares issuable to more than one Limited Partner. The General Partner further agrees to supplement Company will advise the holder of this Warrant promptly of any order or make amendments to each Registration Statement, if required by the rules, regulations communication of any public board or instructions applicable body addressed to the Company suspending or threatening to suspend the registration form utilized by or qualification of any of the General Partner or by the Securities Act or rules and regulations thereunder Registrable Shares for such Registration Statementsale in any jurisdiction. (biii) If a Registration Statement under subsection The holder of this Warrant agrees, by acceptance of this Warrant, that, upon receipt of any notice from the Company of (aA) above is not available under the securities laws or the rules happening of the Commission, or if required to permit the resale of Redemption Shares by "Affiliates" (as defined any event which makes any statements made in the Securities Act), upon the written request of any Limited Partner holding at least 20,000 Partnership Units, the General Partner agrees to file with the Commission a Registration Statement covering the resale of Redemption Shares by Affiliates registration statement or others whose Redemption Shares are not covered by a Registration Statement related prospectus filed pursuant to subsection this Section 9, or any document incorporated or deemed to be incorporated therein by reference, untrue in any material respect or which requires the making of any changes in such registration statement or prospectus so that, in the case of such registration statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the prospectus, it will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading or (aB) abovethat, provided in the judgment of the Company's Board of Directors, it is advisable to suspend use of the prospectus for a discrete period of time due to pending corporate developments, public filings with the SEC or similar events, the holder will forthwith discontinue, for a period not to exceed sixty (60) days, disposition of such Registrable Shares covered by such registration statement or prospectus until it is advised in writing by the Company that use of the applicable prospectus may be resumed, and has received copies of any additional or supplemented filings that are incorporated or deemed to be incorporated by reference in such prospectus. The Company shall use all reasonable efforts to insure that the General Partner is furnished all information with respect use of the prospectus may be resumed as soon as practicable, and in any event shall not be entitled to holders require the holder to suspend use of Redemption Shares required to complete such Registration Statement and have it declared effective by the Commission. The General Partner will use its best efforts to have the Registration Statement declared effective under the Securities Act. The General Partner need not file a separate Registration Statement, but may file one Registration Statement covering Redemption Shares issuable to any prospectus for more than one Limited Partner. The General Partner further agrees to supplement or make amendments to each Registration Statement, if required by the rules, regulations or instructions applicable to the registration form utilized by the General Partner or by the Securities Act or rules and regulations thereunder for such Registration Statementninety (90) days in any twelve month period.

Registration. Subject to the terms of any agreement between the General Partner and one or more Limited Partners with respect to Partnership Units held by them: (a) Shelf Registration of the Common Stock. Within two weeks On or prior or subsequent to the first date upon which the Partnership Units owned by any Limited Partner may be redeemed (or such later date as may be permitted under applicable provisions of the Securities Act)each Filing Date, the General Partner agrees to file with the Commission a shelf registration statement on Form S-3 (if the General Partner is eligible to use such form) under Rule 415 of the Securities Act (a "Registration Statement") or any similar rule that may be adopted by the Commission, with respect to all of the REIT Shares that may be issued upon redemption of such Partnership Units pursuant to Section 8.05 hereof ("Redemption Shares"). The General Partner will use its best efforts to have the Registration Statement declared effective under the Securities Act. The General Partner need not file a separate Registration Statement, but may file one Registration Statement covering Redemption Shares issuable to more than one Limited Partner. The General Partner further agrees to supplement or make amendments to each Registration Statement, if required by the rules, regulations or instructions applicable to the registration form utilized by the General Partner or by the Securities Act or rules Company shall prepare and regulations thereunder for such Registration Statement. (b) If a Registration Statement under subsection (a) above is not available under the securities laws or the rules of the Commission, or if required to permit the resale of Redemption Shares by "Affiliates" (as defined in the Securities Act), upon the written request of any Limited Partner holding at least 20,000 Partnership Units, the General Partner agrees to file with the Commission a Registration Statement covering the resale of Redemption Shares by Affiliates or others whose Redemption Shares all of the Registrable Securities that are not covered then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. Each Registration Statement filed hereunder shall be on Form S-1 and shall contain (unless otherwise directed by at least 85% in interest of the Holders) substantially the “Plan of Distribution” attached hereto as Annex A and substantially the “Selling Stockholder” section attached hereto as Annex B; provided, however, that no Holder shall be required to be named as an “underwriter” without such Holder’s express prior written consent. Subject to the terms of this Agreement, the Company shall use its best efforts to cause a Registration Statement filed pursuant under this Agreement (including, without limitation, under Section 3(c)) to subsection (a) abovebe declared effective under the Securities Act as promptly as possible after the filing thereof, provided that but in any event no later than the General Partner is furnished all information with respect applicable Effectiveness Date, and shall use its best efforts to holders of Redemption Shares required to complete keep such Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and have it declared without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holders (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holder within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(d). (b) Notwithstanding the registration obligations set forth in Section 2(a), if the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission. (c) Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 2(d), if the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering, unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced as follows: a. First, the Company shall reduce or eliminate any securities to be included other than Registrable Securities; b. Second, the Company shall reduce Registrable Securities represented by Warrant Shares (applied, in the case that some Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Warrant Shares held by such Holders); and c. Third, the Company shall reduce Registrable Securities represented by Pre-Funded Warrant Shares (applied, in the case that some Pre-Funded Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Pre-Funded Warrant Shares held by such Holders). The General Partner In the event of a cutback hereunder, the Company shall give the Holder at least five (5) Trading Days prior written notice along with the calculations as to such Holder’s allotment. In the event the Company amends the Initial Registration Statement in accordance with the foregoing, the Company will use its best efforts to have file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended. (d) If: (i) the Initial Registration Statement declared effective under is not filed on or prior to its Filing Date (if the Company files the Initial Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a) herein, the Company shall be deemed to have not satisfied this clause (i)), or (ii) the Company fails to file with the Commission a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act. The General Partner need , within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Registration Statement will not file be “reviewed” or will not be subject to further review, or (iii) prior to the effective date of a separate Registration Statement, but may the Company fails to file one a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement covering Redemption Shares issuable within ten (10) calendar days after the receipt of comments by or notice from the Commission that such amendment is required in order for such Registration Statement to more than one Limited Partner. The General Partner further agrees to supplement be declared effective, or make amendments to each (iv) a Registration Statement registering for resale all of the Registrable Securities is not declared effective by the Commission by the Effectiveness Date of the Initial Registration Statement, if required by or (v) after the ruleseffective date of a Registration Statement, regulations or instructions applicable such Registration Statement ceases for any reason to the registration form utilized by the General Partner or by the remain continuously effective as to all Registrable Securities Act or rules and regulations thereunder for included in such Registration Statement, or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than ten (10) consecutive calendar days or more than an aggregate of fifteen (15) calendar days (which need not be consecutive calendar days) during any 12-month period (any such failure or breach being referred to as an “Event”, and for purposes of clauses (i) and (iv), the date on which such Event occurs, and for purpose of clause (ii) the date on which such five (5) Trading Day period is exceeded, and for purpose of clause (iii) the date which such ten (10) calendar day period is exceeded, and for purpose of clause (v) the date on which such ten (10) or fifteen (15) calendar day period, as applicable, is exceeded being referred to as “Event Date”), then, in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to the product of 2.0% multiplied by the aggregate Subscription Amount paid by such Holder pursuant to the Purchase Agreement The parties agree that the maximum aggregate liquidated damages payable to a Holder under this Agreement shall be 12.0% of the aggregate Subscription Amount paid by such Holder pursuant to the Purchase Agreement. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of an Event. (e) Notwithstanding anything to the contrary contained herein, in no event shall the Company be permitted to name any Holder or affiliate of a Holder as any Underwriter without the prior written consent of such Holder.

Registration. (a) No later than the Filing Date, the Company shall submit to the SEC a draft registration statement of the form of the Initial Registration Statement, which shall include for registration all of the Registrable Securities. Subject to the terms of any agreement between the General Partner and one or more Limited Partners with respect to Partnership Units held by them: (a) Shelf Registration of the Common Stock. Within two weeks prior or subsequent to the first date upon which the Partnership Units owned by any Limited Partner may be redeemed (or such later date as may be permitted under applicable provisions of the Securities Act)this Agreement, the General Partner agrees to file with the Commission a shelf registration statement on Form S-3 (if the General Partner is eligible to use such form) under Rule 415 of the Securities Act (a "Registration Statement") or any similar rule that may be adopted by the Commission, with respect to all of the REIT Shares that may be issued upon redemption of such Partnership Units pursuant to Section 8.05 hereof ("Redemption Shares"). The General Partner will Company shall use its best commercially reasonable efforts to have the cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities ActAct within sixty (60) days after the filing thereof, but in any event no later than the applicable Effectiveness Date, and shall use its commercially reasonable efforts to keep such Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Buyer (the “Effectiveness Period”). The General Partner need not file Company shall telephonically request effectiveness of a separate Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the Buyer by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the SEC, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, but may file a final Prospectus with the SEC as required by Rule 424. Failure to so notify the Buyer within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(e). (b) Notwithstanding the registration obligations set forth in Section 2(a), if the SEC informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly inform the Buyer thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the SEC, covering Redemption Shares issuable the maximum number of Registrable Securities permitted to more than one Limited Partner. The General Partner further agrees be registered by the SEC, on Form S-3 or such other form available to supplement register for resale the Registrable Securities as a secondary offering, subject to the provisions of Section 2(e); with respect to filing on Form S-3 or make amendments other appropriate form, and subject to each the provisions of Section 2(f) with respect to the payment of liquidated damages, provided, however, that prior to filing such amendment, the Company shall be obligated to use diligent efforts to advocate with the SEC for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09. (c) If the managing underwriter with respect to the Registration Statement advises the Company and the Buyer in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in the Initial Registration Statement, if required including all Registrable Securities and all other shares of Common Stock proposed to be included in the Initial Registration Statement exceeds the maximum dollar amount or maximum number of shares that can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of the sale of the Common Stock registered in the Registration Statement, the Company shall include in such registration (i) first, the shares of Common Stock that the Company proposes to sell; and (ii) second, the Registrable Securities to be included therein by the rules, regulations or instructions applicable to Buyer. None of the registration form utilized by Company’s security holders may include securities of the General Partner or by Company in the Securities Act or rules and regulations thereunder for such Initial Registration Statement. (bd) If Notwithstanding any other provision of this Agreement, and subject to the provisions of Section 2(f) with respect to the payment of liquidated damages, if the SEC or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement under subsection as a secondary offering (a) above is not available under and notwithstanding that the securities laws Company used diligent efforts to advocate with the SEC for the registration of all or the rules a greater portion of the Commission, or if required to permit the resale of Redemption Shares by "Affiliates" (as defined in the Securities ActRegistrable Securities), upon unless otherwise directed in writing by the written request Buyer, the number of any Limited Partner holding Registrable Securities to be registered on such Registration Statement will be reduced (i) first, by reducing the shares of Common Stock that the Company proposes to sell; and (ii) second, by reducing the Registrable Securities to be included therein by the Buyer. In the event of a cutback pursuant to this Section 2(e), the Company shall give the Buyer at least 20,000 Partnership Unitsfive (5) Trading Days prior written notice along with the calculations as to the Buyer’s allotment. In the event the Company amends the Initial Registration Statement in accordance with the foregoing, the General Partner agrees Company will use its commercially reasonable efforts to file with the SEC, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended. (e) If, for any reason within the reasonable control of the Company (i) the Initial Registration Statement is not filed on or prior to the Filing Date, and if the Company files the Initial Registration Statement without providing the Buyer the opportunity to review and comment on the same as required by Section 3(a), the Company shall be deemed to have not satisfied this clause (i); (ii) the Company fails to file with the SEC a request for acceleration of a Registration Statement covering in accordance with Rule 461 promulgated by the resale SEC pursuant to the Securities Act, within five (5) Trading Days of Redemption Shares the date that the Company is notified (orally or in writing, whichever is earlier) by Affiliates the SEC that such Registration Statement will not be “reviewed” or others whose Redemption Shares are will not covered be subject to further review; (iii) prior to the effective date of a Registration Statement, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the SEC in respect of such Registration Statement within ten (10) calendar days after the receipt of comments by or notice from the SEC that such amendment is required in order for such Registration Statement to be declared effective; (iv) a Registration Statement filed pursuant to subsection (a) above, provided that registering for resale all of the General Partner Registrable Securities is furnished all information with respect to holders of Redemption Shares required to complete such Registration Statement and have it not declared effective by the Commission. The General Partner will use its best efforts to have SEC by the Effectiveness Date of the Initial Registration Statement declared Statement; or (v) after the effective under the Securities Act. The General Partner need not file date of a separate Registration Statement, but may file one such Registration Statement covering Redemption Shares issuable ceases for any reason to more than one Limited Partner. The General Partner further agrees remain continuously effective as to supplement or make amendments to each all Registrable Securities included in such Registration Statement, or the Buyer is otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than ten (10) consecutive Trading Days or more than an aggregate of fifteen (15) Trading Days (which need not be consecutive Trading Days) during any 12-month period (any such failure or breach being referred to as an “Event”, and for purposes of clause (i) thirty (30) calendar days after the date on which such Event occurs, and for purpose of clause (ii), the date on which such five (5) Trading Day period is exceeded, and for purpose of clause (iii) the date which such fifteen (15) calendar day period is exceeded and for purpose of clause (v) the date on which such ten (10) or fifteen (15) Trading Days period, as applicable, is exceeded being referred to as “Event Date”), then, in addition to any other rights the Buyer may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date thereafter (if required the applicable Event shall not have been cured by such date) or any pro rata portion thereof, until the applicable Event is cured or sixty (60) calendar days after the applicable Event Date, whichever occurs first, the Company shall pay to the Buyer an amount in cash, as partial liquidated damages and not as a penalty, equal to the product of two and a half percent (2.5%) multiplied by the rules, regulations or instructions applicable Purchase Price pursuant to the registration form utilized Purchase Agreement; provided, that the maximum amount payable thereunder shall not exceed 10% of such Purchase Price. If the Company fails to pay any partial liquidated damages pursuant to this Section 2(f) in full within seven (7) days after the date payable, the Company will pay interest thereon at a rate of fourteen percent (14%) per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Buyer, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. If the Company fails to pay the above liquidated damages and interest to the Buyer, such amounts will be added to the principal of the Note that the Buyer has with the Company. [RESERVED] (f) Notwithstanding anything to the contrary contained herein but subject to comments by the General Partner SEC, in no event shall the Company be permitted to name Buyer or by any Affiliate of Buyer as an underwriter without the Securities Act or rules and regulations thereunder for such Registration Statementprior written consent of the Buyer.

Registration. Subject to the terms of any agreement between the General Partner and one or more Limited Partners with respect to Partnership Units held by them: (a) Shelf Registration of the Common Stock. Within two weeks On or prior or subsequent to the first date upon which the Partnership Units owned by any Limited Partner may be redeemed (or such later date as may be permitted under applicable provisions of the Securities Act)Filing Date, the General Partner agrees to file with the Commission a shelf registration statement on Form S-3 (if the General Partner is eligible to use such form) under Rule 415 of the Securities Act (a "Registration Statement") or any similar rule that may be adopted by the Commission, with respect to all of the REIT Shares that may be issued upon redemption of such Partnership Units pursuant to Section 8.05 hereof ("Redemption Shares"). The General Partner will use its best efforts to have the Registration Statement declared effective under the Securities Act. The General Partner need not file a separate Registration Statement, but may file one Registration Statement covering Redemption Shares issuable to more than one Limited Partner. The General Partner further agrees to supplement or make amendments to each Registration Statement, if required by the rules, regulations or instructions applicable to the registration form utilized by the General Partner or by the Securities Act or rules Company shall prepare and regulations thereunder for such Registration Statement. (b) If a Registration Statement under subsection (a) above is not available under the securities laws or the rules of the Commission, or if required to permit the resale of Redemption Shares by "Affiliates" (as defined in the Securities Act), upon the written request of any Limited Partner holding at least 20,000 Partnership Units, the General Partner agrees to file with the Commission a Registration Statement covering the resale of Redemption Shares by Affiliates or others whose Redemption Shares are all Registrable Securities not already covered by an existing and effective registration statement for an offering to be made on a continuous basis pursuant to Rule 415, on Form S-3 (or on such other form appropriate for such purpose). Such Registration Statement filed shall contain (except if otherwise required pursuant to subsection (awritten comments received from the Commission upon a review of such Registration Statement) above, provided that the General Partner is furnished all information with respect to holders “Plan of Redemption Shares required to complete Distribution” attached hereto as Annex A. The Company shall cause such Registration Statement and have it declared effective by the Commission. The General Partner will use its best efforts to have the Registration Statement be declared effective under the Securities Act. The General Partner need not file a separate Act as to all Registrable Securities permitted by the Commission to be included therein (by reference to written comments which are received to the filed Registration Statement) as soon as possible but, but may file one in any event, no later than its Effectiveness Date, and shall use its reasonable best efforts to keep the Registration Statement covering Redemption Shares issuable to more than one Limited Partner. The General Partner further agrees to supplement or make amendments to each Registration Statement, if required by the rules, regulations or instructions applicable to the registration form utilized by the General Partner or by continuously effective under the Securities Act or rules and regulations thereunder for until the date which is the earliest of (i) five years after its Effective Date, (ii) such time as all of the Registrable Securities covered by such Registration StatementStatement have been publicly sold by the Holders, or (iii) such time as all of the Registrable Securities covered by such Registration Statement may be sold by the Holders pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders (the “Effectiveness Period”). By 5:00 p.m. (New York City time) on the Trading Day immediately following the Effective Date, the Company shall file with the Commission in accordance with Rule 424 under the Securities Act the final prospectus to be used in connection with sales pursuant to such Registration Statement (whether or not such filing is technically required under such Rule). Notwithstanding anything to the contrary contained herein (including the provisions of Section 2(b) below), the Company shall not be required to file or amend a Registration Statement to constitute a primary offering of securities by the Company. (b) If: (i) the Registration Statement is not filed on or prior to its Filing Date (if the Company files the Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a) hereof, the Company shall not be deemed to have satisfied this clause (i)), or (ii) the Registration Statement is not declared effective by the Commission on or prior to its required Effectiveness Date or if by the Trading Day immediately following the Effective Date the Company shall not have filed a “final” prospectus for the Registration Statement with the Commission under Rule 424(b) (whether or not such a prospectus is actually required by such Rule), or (iii) after its Effective Date, without regard for the reason thereunder or efforts therefor, such Registration Statement ceases for any reason to be effective and available to the Holders as to all Registrable Securities to which it is required to cover at any time prior to the expiration of its Effectiveness Period for more than an aggregate of 30 Trading Days during any 12-month period (which need not be consecutive) (any such failure or breach being referred to as an “Event,” and for purposes of clauses (i) or (ii) the date on which such Event occurs, or for purposes of clause (iii) the date which such 30 Trading Day-period is exceeded, being referred to as “Event Date”), then in addition to any other rights the Holders may have hereunder or under applicable law: on the last day of each 30-day period after each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to 1.0% of the aggregate Investment Amount paid by such Holder for Shares pursuant to the Purchase Agreement. The parties agree that (1) the Company will not be liable for liquidated damages under this Agreement with respect to any Warrants or Warrant Shares and (2) in no event will the Company be liable for liquidated damages under this Agreement in excess of 1.0% of the aggregate Investment Amount of the Holders in any 30-day period, and (3) the maximum aggregate liquidated damages payable to a Holder under this Agreement shall be five percent (5%) of the aggregate Investment Amount paid by such Holder pursuant to the Purchase Agreement. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion of each 30-day period prior to the cure of an Event, and shall cease to accrue (unless earlier cured) upon the expiration of the Effectiveness Period. (c) Each Holder agrees to furnish to the Company a completed Questionnaire in the form attached to this Agreement as Annex B (a “Selling Holder Questionnaire”). The Company shall not be required to include the Registrable Securities of a Holder in the Registration Statement and shall not be required to pay any liquidated or other damages under Section 2(b) to any Holder who fails to furnish to the Company a fully completed Selling Holder Questionnaire at least four Trading Days prior to the Filing Date (subject to the requirements set forth in Section 3(a)).

Registration. Subject to the terms of any agreement between the General Partner and one or more Limited Partners with respect to Partnership Units held by them: (a) Shelf Registration of the Common Stock. Within two weeks prior or subsequent to the first date upon which the Partnership Units owned by any Limited Partner may be redeemed (or such later date as may be permitted under applicable provisions of the Securities Act), the General Partner agrees to The Company shall file with the Commission SEC a shelf registration statement covering the resale of the Underlying Securities (collectively, the "Registrable Securities") for an offering to be made on Form S-3 (if the General Partner is eligible a continuous basis pursuant to use such form) under Rule 415 of (the Securities Act (a "Registration Statement") or any similar rule that may be adopted by no later than the Commission, with respect earliest to all occur of (i) the 14th day following the date of the REIT Shares that may be issued upon redemption of such Partnership Units pursuant to Section 8.05 hereof date the Company files its Annual Report on Form 10-K with the SEC for the fiscal year ending March 31, 2004 or (ii) July 14, 2004 (the "Redemption SharesFiling Deadline"). The General Partner will Registration Statement required hereunder shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on a Form S-3, in which case such registration shall be on a Form S-1 or another appropriate form). The Company shall pay all costs and expenses related to the registration of the Underlying Securities. The Company shall use its best efforts to have the keep such Registration Statement declared continuously effective under the Securities Act. The General Partner need not file a separate Registration Statement, but may file one Act until all Registrable Securities covered by such Registration Statement covering Redemption Shares issuable have been sold or may be sold without volume restrictions pursuant to more than one Limited Partner. The General Partner further agrees to supplement or make amendments to each Registration Statement, if required Rule 144(k) as determined by the rules, regulations or instructions applicable counsel reasonably acceptable to the registration form utilized by Company pursuant to a written opinion to such effect addressed and acceptable to the General Partner or by the Securities Act or rules and regulations thereunder for such Registration StatementCompany's transfer agent. (b) If a the Registration Statement under subsection (a) above is not available under filed with the securities laws SEC on or before the rules Filing Deadline or, in the event the Registration Statement is reviewed by the SEC, if the Company does not submit written responses to the SEC within 10 business days after receipt of comments to the Registration Statement from the SEC (30 calendar days in the event the SEC requires material changes to or a restatement of the CommissionCompany's financial statements), the Company shall pay to each Purchaser an amount equal to the product of (x) such Purchaser's Purchase Price multiplied by (y) 2.0% for each 30-day period (or if required pro rata portion thereof) after the Filing Deadline and prior to permit the resale date the Registration Statement is filed with the SEC or after the 10 business day (or 30 calendar days as applicable) period after the Company receives the SEC's comments to the Registration Statement and prior to the date the Company submits written responses to such comments, as the case may be. Such penalty shall be payable, at the election of Redemption Shares by "Affiliates" the Company, in cash or with shares of the Company's Class A Common Stock (as defined in which have been registered under the Securities Act)) valued at the closing price of such securities on the date immediately prior to the penalty payment date. (c) The Company shall, upon not less than three business days prior to the written request filing of the Registration Statement or any related prospectus or any amendment or supplement thereto, (i) furnish to each Purchaser copies of the Registration Statement or prospectus proposed to be filed, which documents will be subject to the review of such Purchaser, and (ii) cause its officers and directors, counsel and independent certified public accountants to respond to such inquiries as shall be necessary, in the reasonable opinion of respective counsel to conduct a reasonable investigation within the meaning of the Securities Act. Furthermore, the Company shall advise the Purchasers, within two business days by e-mail, fax or other type of communication, and, if requested by such Purchaser, confirm such advice in writing: (i) after it shall receive notice or obtain knowledge of the issuance of any Limited Partner holding at least 20,000 Partnership Units, stop order by the General Partner agrees to file with SEC delaying or suspending the Commission a effectiveness of the Registration Statement covering or of the resale initiation or threat of Redemption Shares any proceeding for that purpose, or any other order issued by Affiliates any state securities commission or others whose Redemption Shares are not covered by a Registration Statement filed pursuant to subsection (a) above, provided that other regulatory authority suspending the General Partner is furnished all information with respect to holders qualification or exemption from qualification of Redemption Shares required to complete such Registration Statement Registrable Securities under state securities or "blue sky" laws; and have it declared effective by the Commission. The General Partner will promptly use its best efforts to have prevent the issuance of any stop order or other order or to obtain its withdrawal at the earliest possible moment if such stop order or other order should be issued; and (ii) when the prospectus or any prospectus supplement or post-effective amendment has been filed, and, with respect to the Registration Statement declared or any post-effective amendment thereto, when the same has become effective. (i) The Company agrees to indemnify and hold harmless each Selling Stockholder from and against any losses, claims, damages, liabilities or expenses to which such Selling Stockholder may become subject (under the Securities Act or otherwise) insofar as such losses, claims, damages, liabilities or expenses (or actions or proceedings in respect thereof) arise out of, or are based upon (i) any untrue statement of a material fact contained in the Registration Statement or prospectus, (ii) any failure by the Company to fulfill any undertaking included in the Registration Statement, (iii) any breach of any representation, warranty or covenant made by the Company in this Agreement and (iv) any violation or alleged violation of the Securities Act. , the Exchange Act, any other law, including, without limitation, any state securities law, or any rule or regulation thereunder relating to the offer or sale of the Registrable Securities (but excluding claims arising from a failure of the Purchaser to deliver the prospectus in compliance with applicable securities laws, where such failure to deliver was the cause of such claim or would have corrected the alleged damage), and the Company will promptly reimburse such Selling Stockholder for any reasonable legal or other expenses incurred in investigating, defending or preparing to defend, settling, compromising or paying any such action, proceeding or claim, provided, however, that the Company shall not be liable in any such case to the extent that such loss, claim, damage, liability or expense arises solely out of, or is based solely upon, an untrue statement made in such Registration Statement in reliance upon and in conformity with written information furnished to the Company by such Selling Stockholder specifically for use in preparation of the Registration Statement. (ii) The General Partner need Purchaser agrees (severally and not file jointly with any other Purchaser) to indemnify and hold harmless the Company (and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act, each officer of the Company who signs the Registration Statement and each director of the Company) from and against any losses, claims, damages, liabilities or expenses to which the Company (or any such officer, director or controlling person) may become subject (under the Securities Act or otherwise), insofar as such losses, claims, damages, liabilities or expenses (or actions or proceedings in respect thereof) arise solely out of, or are based solely upon, (i) any untrue statement of a separate material fact contained in the Registration Statement, but may file one only if and to the extent that such untrue statement was made in reliance upon and in conformity with written information furnished by the Purchaser specifically for use in preparation of the Registration Statement covering Redemption Shares issuable (provided, however, that the Purchaser shall not be liable in any such case for any untrue statement in any Registration Statement or prospectus if such statement has been corrected in writing by such Purchaser and delivered to the Company at least three business days prior to the pertinent sale or sales by the Purchaser) or (ii) any violation or alleged violation of the Securities Act, the Exchange Act, any other law, including, without limitation, any state securities law, or any rule or regulation thereunder relating to the offer or sale of the Registrable Securities by Purchaser, and the Purchaser will reimburse the Company (or such officer, director or controlling person), as the case may be, for any legal or other expenses reasonably incurred in investigating, defending or preparing to defend, settling, compromising or paying any such action, proceeding or claim. Notwithstanding the foregoing, the Purchaser's aggregate liability pursuant to this subsection (ii) shall be limited to the net amount received by the Purchaser from the sale of the Underlying Securities. (iii) Promptly after receipt by any indemnified person of a notice of a claim or the beginning of any action in respect of which indemnity is to be sought against an indemnifying person pursuant to this Section 4(d), such indemnified person shall notify the indemnifying person in writing of such claim or of the commencement of such action, but the omission to so notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party under this Section 4(d) (except to the extent that such omission materially and adversely affects the indemnifying party's ability to defend such action) or from any liability otherwise than under this Section 4(d). Subject to the provisions hereinafter stated, in case any such action shall be brought against an indemnified person, the indemnifying person shall be entitled to participate therein, and, to the extent that it shall elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, shall be entitled to assume the defense thereof, with counsel reasonably satisfactory to such indemnified person. After notice from the indemnifying person to such indemnified person of its election to assume the defense thereof, such indemnifying person shall not be liable to such indemnified person for any legal expenses subsequently incurred by such indemnified person in connection with the defense thereof, provided further, however, that if there exists or shall exist a conflict of interest that would make it inappropriate, in the opinion of counsel to the indemnifying person, for the same counsel to represent both the indemnified person and such indemnifying person or any affiliate or associate thereof, the indemnified person shall be entitled to retain its own counsel at the expense of such indemnifying person; provided, however, that no indemnifying person shall be responsible for the fees and expenses of more than one Limited Partnerseparate counsel (together with appropriate local counsel) for all indemnified parties. In no event shall any indemnifying person be liable in respect of any amounts paid in settlement of any action unless the indemnifying person shall have approved the terms of such settlement; provided that such consent shall not be unreasonably withheld. No indemnifying person shall, without the prior written consent of the indemnified person, effect any settlement of any pending or threatened proceeding in respect of which any indemnified person is or could have been a party and indemnification could have been sought hereunder by such indemnified person, unless such settlement includes an unconditional release of such indemnified person from all liability on claims that are the subject matter of such proceeding. (iv) If the indemnification provided for in this Section 4(d) is unavailable to or insufficient to hold harmless an indemnified party under subsection (i) or (ii) above in respect of any losses, claims, damages, liabilities or expenses (or actions or proceedings in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities or expenses (or actions in respect thereof) in such proportion as is appropriate to reflect the relative fault of the Company on the one hand and the Purchaser on the other in connection with the statements or omissions or other matters which resulted in such losses, claims, damages, liabilities or expenses (or actions in respect thereof), as well as any other relevant equitable considerations. The General Partner further agrees relative fault shall be determined by reference to, among other things, in the case of an untrue statement, whether the untrue statement relates to information supplied by the Company on the one hand or a Purchaser on the other and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement. The Company and the Purchasers agree that it would not be just and equitable if contribution pursuant to this subsection (iv) were determined by pro rata allocation (even if the Purchasers were treated as one entity for such purpose) or by any other method of allocation which does not take into account the equitable considerations referred to above in this subsection (iv). The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this subsection (iv) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this subsection (iv), no Purchaser shall be required to contribute any amount in excess of the net amount received by the Purchaser from the sale of the Underlying Securities. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Purchasers' obligations in this subsection to contribute are several in proportion to their sales of Underlying Securities to which such loss relates and not joint. (v) For purposes of this Section 4(d), the term "Selling Stockholder" shall include the Purchaser, its officers and directors, and any person controlling such Purchaser; the term "Registration Statement" shall include any final prospectus, exhibit, supplement or make amendments amendment included in or relating to each the Registration Statement; and the term "untrue statement" shall include (1) any untrue statement or alleged untrue statement, if or any omission or alleged omission to state in the Registration Statement a material fact required by to be stated therein or necessary to make the rulesstatements therein not misleading and (2) any untrue statement or alleged untrue statement, regulations or instructions applicable any omission or alleged omission to state in the registration form utilized by prospectus a material fact required to be stated therein or necessary to make the General Partner or by statements therein, in the Securities Act or rules and regulations thereunder for such Registration Statementlight of the circumstances under which they were made, not misleading.

Registration. Subject to the terms of any agreement between the General Partner and one or more Limited Partners with respect to Partnership Units held by them: (a) Shelf Registration of the Common Stock. Within two weeks On or prior or subsequent to the first date upon which Filing Date for the Partnership Units owned by any Limited Partner may be redeemed (or such later date as may be permitted under applicable provisions of the Securities Act)Warrant Shares, the General Partner agrees Company shall use its reasonable best efforts to prepare and file with the Commission a shelf registration statement Registration Statement covering the resale of all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3 (if unless the General Partner Company is not then eligible to use such form) under Rule 415 register for resale of the Registrable Securities Act on Form S-3, in which case such registration shall be another appropriate form in accordance herewith) and shall contain (a "Registration Statement") or any similar rule that may be adopted unless otherwise directed by the Commission, with respect Holders and except if otherwise required pursuant to all of comments received from the REIT Shares that may be issued Commission upon redemption a review of such Partnership Units Registration Statement or pursuant to Section 8.05 hereof ("Redemption Shares"). judicial and SEC interpretations) substantially the “Plan of Distribution” attached hereto as Annex A. The General Partner will Company shall use its reasonable best efforts to have cause the Registration Statement to be declared effective under the Securities Act. The General Partner need not file a separate Registration StatementAct as soon as reasonably possible but, but may file one in any event, no later than the applicable Effectiveness Date, and shall use its reasonable best efforts to keep the Registration Statement covering Redemption Shares issuable to more than one Limited Partner. The General Partner further agrees to supplement or make amendments to each Registration Statement, if required by the rules, regulations or instructions applicable to the registration form utilized by the General Partner or by effective under the Securities Act or rules and regulations thereunder for such during the balance of the applicable Registration StatementPeriod. (b) If In the event the Extension Warrants are issued pursuant to the terms of the Notes, the Company shall use its reasonable best efforts to amend the applicable Registration Statement or file a new Registration Statement (on the short form available therefor, if applicable) so as to cover the resale of the additional Registrable Securities on or prior to the applicable Filing Date. The Company shall use its reasonable best efforts to cause such amendment or such new Registration Statement to become effective as soon as reasonably possible but, in any event, no later than the applicable Effectiveness Date, and shall use its reasonable best efforts to keep such amendment or such new Registration Statement effective under the Securities Act during the balance of the applicable Registration Period. (c) Subject to the last sentence of this Section 2(c), if: (i) a Registration Statement under subsection (a) above is not filed on or prior to its Filing Date (or an amendment or a new Registration Statement under subsection (b) above, if required, is not filed on or prior to its Filing Date), or (ii) a Registration Statement under subsection (a) above is not declared effective by the Commission on or prior to its required Effectiveness Date (or an amendment or a new Registration Statement under subsection (b) above, if required, is not declared effective by the Commission on or prior to its required Effectiveness Date), or (iii) after its Effective Date, without regard for the reason thereunder or efforts therefor, such Registration Statement under subsection (a) above or such amendment or new Registration Statement under subsection (b) above ceases for any reason to be effective and available to the Holders as to all Registrable Securities to which it is required to cover at any time prior to the expiration of the Registration Period for more than an aggregate of thirty (30) Trading Days during any 12-month period (which need not be consecutive) (any such failure or breach being referred to as an “Event,” and for purposes of clauses (i) or (ii) the date on which such Event occurs, or for purposes of clause (iii) the date which such thirty (30) Trading Day-period is exceeded, being referred to as “Event Date”), then, in addition to any other rights available to the Holders under this Agreement or under applicable law: on the securities laws earlier of the last day of each 30-day period after each such Event Date (if the applicable Event shall not have been cured by such date) or on the fifth Trading Day after the applicable Event has been cured, the Company shall pay to each Holder an amount in cash, as liquidated damages and not as a penalty, equal to their pro rata portion of $25,000 (i.e., the Holders in the aggregate shall be entitled to receive a penalty totaling $25,000 for each 30-day period); provided that such penalty shall increase to $70,000 for each succeeding 30-day period in the aggregate beginning on the 91st day after such Event Date. The liquidated damages pursuant to the preceding sentence shall apply and be payable on a pro rata basis for any portion of a 30-day period prior to the cure of an Event and shall cease to accrue (unless earlier ceased) upon expiration of the Registration Period. Notwithstanding anything to the contrary in this Section 2(c), the Company shall not be required to make any payments under this Section 2(c) in the event that (1) the subject Event or Event Date, or the rules failure to cure such Event or Event Date, is due to the Company’s postponement (and the Company is hereby permitted to postpone) for a maximum of ninety (90) days the filing or the effectiveness of a Registration Statement, by the Company’s furnishing to the Holders a certificate signed by the Chief Executive Officer of the CommissionCompany stating the Company is in the process of filing a registration statement or proxy statement with respect to an acquisition or disposition and as a result thereof, the registration required by this Agreement could be materially detrimental to the Company, provided, however, that the Company may use this right to postpone such filing or effectiveness only once during any twelve (12) month period, or if required (2) the subject Event or Event Date, or the failure to permit cure such Event or Event Date, is due to the resale Company’s postponement (and the Company is hereby permitted to postpone) of Redemption Shares the filing or the effectiveness of a Registration Statement following the announcement by "Affiliates" the Company of a Change of Control (as defined in the Securities ActNotes), upon provided, however, that if such Change of Control is not consummated, then the written request Company shall make all payments under this Section 2(c) that would have been required had such Change of any Limited Partner holding at least 20,000 Partnership Units, the General Partner agrees to file with the Commission a Registration Statement covering the resale of Redemption Shares by Affiliates or others whose Redemption Shares are Control not covered by a Registration Statement filed pursuant to subsection (a) above, provided that the General Partner is furnished all information with respect to holders of Redemption Shares required to complete such Registration Statement been announced and have it declared effective by the Commission. The General Partner will use its best efforts to have the Registration Statement declared effective under the Securities Act. The General Partner need this provision had not file a separate Registration Statement, but may file one Registration Statement covering Redemption Shares issuable to more than one Limited Partner. The General Partner further agrees to supplement or make amendments to each Registration Statement, if required by the rules, regulations or instructions applicable to the registration form utilized by the General Partner or by the Securities Act or rules and regulations thereunder for such Registration Statementapplied.

Registration. Subject to 8.1 Within 30 calendar days following the terms of any agreement between the General Partner and one or more Limited Partners with respect to Partnership Units held by them: (a) Shelf Registration of the Common Stock. Within two weeks prior or subsequent to the first date upon which the Partnership Units owned by any Limited Partner may be redeemed (or such later date as may be permitted under applicable provisions of the Securities Act)Closing Date, the General Partner agrees to file with the Commission Company shall cause a shelf registration statement on Form S-3 S-1 (if or such other Form appropriate for such purpose) (the General Partner is eligible “Registration Statement”) to use such formbe filed with the U.S. Securities and Exchange Commission (the “Commission”) under the Securities Act, for an offering to be made on a continuous basis pursuant to Rule 415 of the Securities Act (a "Registration Statement") or any similar rule that may be adopted by the Commission, with respect to (i) the Common Stock issued pursuant to this Agreement and (ii) the Warrant Shares (together, the “Registrable Securities”). The Company shall cause such Registration Statement to be declared effective by the Commission as soon as possible, but in any event, no later than 90 calendar days following the Closing Date if the Company receives a “No Review” from the Commission or 120 days following the Closing Date if the Company receives a review, and shall use its reasonable best efforts to keep the Registration Statement continuously effective for three years following such date the Commission declares the Registration Statement effective (the “Effectiveness Period”). Each Investor agrees to provide the Company with any information reasonably requested by the Company for purposes of including such Investor’s securities in the Registration Statement within ten business days following such request. If the Investor does not provide such information, the Company may exclude the Investor’s Registrable Securities from the Registration Statement if the Company reasonably believes such information is necessary to comply with federal securities laws. Such exclusion shall not be consider default or breach of this Agreement by the Company and the Company shall not be subject to any damages including liquidated damages. The Company may include shares of Common Stock other than the Registrable Securities on the Registration Statement as long as the total number of shares of Common Stock (including the Registrable Securities) to be registered in the aggregate on such registration statement does not then exceed 33% of the Company’s public float. The Company may not include any other shares of Common Stock on the Registration Statement until all of the REIT Shares that may be issued upon redemption of such Partnership Units pursuant to Section 8.05 hereof ("Redemption Shares"). The General Partner will use its best efforts Registrable Securities have been so included or the Investor has agreed in writing to have the Registration Statement declared effective under the its Registrable Securities Act. The General Partner need not file a separate Registration Statement, but may file one Registration Statement covering Redemption Shares issuable to more than one Limited Partner. The General Partner further agrees to supplement or make amendments to each Registration Statement, if required by the rules, regulations or instructions applicable to the registration form utilized by the General Partner or by the Securities Act or rules and regulations thereunder for excluded from such Registration Statement. 8.2 Notwithstanding anything to the contrary contained in this Agreement, if the staff of the Commission (b) If the “Staff”), seeks to characterize any offering pursuant to a registration statement filed in accordance with this Agreement as constituting a primary offering of securities by or on behalf of the Company, or in any other manner, such that the Staff or the Commission does not permit such Registration Statement under subsection (a) above is not available to become effective and used for resales in a continuous at the market offering pursuant to Rule 415 under the securities laws Securities Act by the Investors without being named therein as “underwriters” (a “Resale Registration Statement”), then the Company shall have the right to reduce the number of Registrable Securities to be included in such registration statement by all Investors, to the extent that the Staff or the rules Commission shall permit such registration statement to become effective as a Resale Registration Statement. In making such reduction, the Company shall reduce the number of Registrable Securities by decreasing the Common Stock first pro rata by Investor based on dollar amount invested pursuant to this Agreement. If such reductions are not sufficient, the Company may reduce the Warrant Shares issuable upon exercise of the CommissionSeries A warrants, then the Series C warrants and then the Series B warrants. 8.3 In the event that the inclusion of Registrable Securities by a particular Investor or a particular type of Investor is the cause of the refusal by the Staff or the Commission to allow such registration statement to become effective as a Resale Registration Statement, the Registrable Securities held by such Investor or type of Investors shall be the only Registrable Securities subject to reduction (and if required by a set of Investors on a pro rata basis with respect to permit the resale of Redemption Shares by "Affiliates" (such Investors or on such other basis as defined would result in the Securities Actexclusion of the least number of shares by all such Investors). In addition, upon if the written request of any Limited Partner holding at least 20,000 Partnership Units, the General Partner agrees to file with Staff or the Commission a Registration Statement covering the resale of Redemption Shares by Affiliates or others whose Redemption Shares are not covered by requires any Investor seeking to sell under a Registration Statement filed pursuant to subsection (a) above, provided that the General Partner is furnished all information with respect this Agreement to holders of Redemption Shares required be identified as an “underwriter” in order to complete permit such Registration Statement to become effective, and such Investor does not consent to being so named as an underwriter in such Registration Statement, then, in each such case, the Company shall be entitled, following good faith discussions with the Staff and/or the Commission and the affected Investor, to reduce the total number of Registrable Securities to be registered on behalf of such Investor, until such time as the Staff or the Commission does not require such identification. 8.4 Subject to Section 8.5 below, in the event of any reduction in Registrable Securities to be included in the Registration Statement, an affected Investor shall have the right, solely following such time as the Company is able to effect the registration of any such Registrable Securities in accordance with any restrictions which were imposed on it declared effective by the Commission. The General Partner will , upon delivery of a written request to the Company signed by such Investor, to require the Company to file an additional registration statement on Form S-1 (or such other Form appropriate for such purpose) with the Commission under the Securities Act for an offering to be made on a continuous basis pursuant to Rule 415 of the Securities Act within 120 calendar days after the Company’s receipt of any such request (the “Additional Filing Date”) for resale by such Investor, in a manner reasonably acceptable to such Investor, of any Registrable Securities which are not then covered by an existing and effective registration statement (including the Registration Statement) and the Company shall, following such request, use its reasonable best efforts to have the Registration Statement cause such additional registration statement(s) to be declared effective under the Securities Act. The General Partner need not Act as soon as possible but, in any event, no later than 120 calendar days following the applicable Additional Filing Date (the “Additional Outside Date”), and kept continuously effective for two years after the effective date of any such registration statement (in each such case, the “Additional Effectiveness Period”). 8.5 No Investor will be entitled to require the Company to file a separate Registration Statement, but may file one Registration Statement covering Redemption Shares issuable registration statement during any time period that the Investor can sell its Registrable Securities pursuant to more than one Limited Partner. The General Partner further agrees to supplement or make amendments to each Registration Statement, if required by the rules, regulations or instructions applicable to the registration form utilized by the General Partner or by Rule 144 of the Securities Act without volume restrictions, in each case as determined by counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Investors. The Investor agrees to provide such information as is reasonably necessary for the counsel to the Company to make such determination. The Company agrees to provide each Investor up to three legal opinions at Company expense within five years following the date of this Agreement to facilitate such sales. Such obligation is dependent on the Investor complying with Rule 144 and providing such information as reasonably requested by the Company or rules and regulations its counsel to write such opinion. 8.6 If for any reason or for no reason whatsoever, either (a) the Registration Statement is not filed on or prior to 30 calendar days following the Closing Date or any additional registration statement is not filed on or prior to the Additional Filing Date, in each case covering the Registrable Securities required under this Agreement to be included therein, or (b) a Registration Statement is not declared effective by the Commission within 90 calendar days following the Closing Date if the Company receives a “No Review” from the Commission or 120 days following the Closing Date if the Company receives a review , or any additional registration statement is not declared effective by the Commission on or prior to the Additional Outside Date or (c) after the effective date of a Registration Statement or any additional registration statement, without regard for the reason thereunder for or efforts therefore, such Registration StatementStatement (or additional registration statement) ceases for any reason to remain continuously effective as to all Registrable Securities included in such Registration Statement or additional registration statement, or the Investors are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than an aggregate of 30 Trading Days during any 12-month period within the Effectiveness Period (any such failure or breach being referred to as an “Event”, and for purposes of clauses (a) or (b) the date on which such Event occurs, or for purposes of clause (iii) the date which such 30 Trading Day-period is exceeded, being referred to as “Event Date”)), then, in addition to any other rights the Investors may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Investor an amount in cash, as partial liquidated damages and not as a penalty, equal to 0.5% of the aggregate purchase price paid by such Investor for the Unit(s); provided that the aggregate payments pursuant to this Section to any Investor do not exceed 2.0% of the aggregate purchase price paid by such Investor for the Unit(s). The parties agree that the Company shall not be liable for liquidated damages under this Agreement with respect to any Warrants or Warrant Shares.

Registration. Subject to the terms of any agreement between the General Partner and one or more Limited Partners with respect to Partnership Units held by them: (a) Shelf Registration of the Common Stock. Within two weeks On or prior or subsequent to the first date upon which the Partnership Units owned by any Limited Partner may be redeemed (or such later date as may be permitted under applicable provisions of the Securities Act)Filing Date, the General Partner agrees to file with the Commission a shelf registration statement on Form S-3 (if the General Partner is eligible to use such form) under Rule 415 of the Securities Act (a "Registration Statement") or any similar rule that may be adopted by the Commission, with respect to all of the REIT Shares that may be issued upon redemption of such Partnership Units pursuant to Section 8.05 hereof ("Redemption Shares"). The General Partner will use its best efforts to have the Registration Statement declared effective under the Securities Act. The General Partner need not file a separate Registration Statement, but may file one Registration Statement covering Redemption Shares issuable to more than one Limited Partner. The General Partner further agrees to supplement or make amendments to each Registration Statement, if required by the rules, regulations or instructions applicable to the registration form utilized by the General Partner or by the Securities Act or rules Company shall prepare and regulations thereunder for such Registration Statement. (b) If a Registration Statement under subsection (a) above is not available under the securities laws or the rules of the Commission, or if required to permit the resale of Redemption Shares by "Affiliates" (as defined in the Securities Act), upon the written request of any Limited Partner holding at least 20,000 Partnership Units, the General Partner agrees to file with the Commission a Registration Statement covering the resale of Redemption Shares by Affiliates or others whose Redemption Shares are all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 on Form S-1 (or on such other form appropriate for such purpose). Such Registration Statement shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement, other than as to the characterization of any Investor as an underwriter, which shall not occur without such Investor’s consent) the “Plan of Distribution” attached hereto as Annex A. The Company shall use its reasonable best efforts to cause such Registration Statement to be declared effective under the Securities Act as soon as possible but, in any event, no later than its Effectiveness Date, and shall use its reasonable best efforts to keep the Registration Statement continuously effective during the entire Effectiveness Period. The initial Registration Statement shall cover all of the Shares. In the event that the amount of securities which may be included in the Registration Statement filed pursuant to subsection this Section 2(a) is limited due to Commission Comments, any cut back of securities shall be applied pro rata in proportion to the number of shares initially sought to be included by each Investor. By 5:00 p.m. (aNew York City time) aboveon the Business Day immediately following the Effective Date of such Registration Statement, provided that the General Partner is furnished all information Company shall file with respect the Commission in accordance with Rule 424 under the Securities Act the final prospectus to holders of Redemption Shares required be used in connection with sales pursuant to complete such Registration Statement and have it declared effective by (whether or not such filing is technically required under such Rule). (b) If all of the Commission. The General Partner will use its best efforts Registrable Securities to have be included in the Registration Statement filed pursuant to Section 2(a) cannot be so included due to Commission Comments, or any additional Registrable Securities become issuable, then the Company shall prepare and file by the applicable Filing Date for such Registration Statement(s), such number of additional Registration Statements as may be necessary in order to ensure that all Registrable Securities are covered by an existing and effective Registration Statement. Any Registration Statements to be filed under this Section shall be for an offering to be made on a continuous basis pursuant to Rule 415, on Form S-1 (or on such other form appropriate for such purpose). Such Registration Statement shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement, other than as to the characterization of any Investor as an underwriter, which shall not occur without such Investor’s consent) the “Plan of Distribution” attached hereto as Annex A. The Company shall cause such Registration Statement to be declared effective under the Securities ActAct as soon as possible but, in any event, by its Effectiveness Date, and shall use its reasonable best efforts to keep such Registration Statement continuously effective under the Securities Act during the entire Effectiveness Period. The General Partner need not file a separate In the event that the amount of securities which may be included in the Registration Statement filed pursuant to this Section 2(b) is limited due to Commission Comments, any cut back of securities shall be applied pro rata in proportion to the number of shares initially sought to be included by each Investor. By 5:00 p.m. (New York City time) on the Business Day immediately following the Effective Date of such Registration Statement, but may the Company shall file one Registration Statement covering Redemption Shares issuable to more than one Limited Partner. The General Partner further agrees to supplement or make amendments to each Registration Statement, if required by with the rules, regulations or instructions applicable to the registration form utilized by the General Partner or by Commission in accordance with Rule 424 under the Securities Act or rules and regulations thereunder for the final prospectus to be used in connection with sales pursuant to such Registration StatementStatement (whether or not such filing is technically required under such Rule). (c) If for any reason: (i) a Registration Statement is not filed on or prior to its Filing Date covering the Registrable Securities required under this Agreement to be included therein (if the Company files a Registration Statement without affording the Investors the opportunity to review and comment on the same as required by Section 3(a) hereof, the Company shall not be deemed to have satisfied this clause (i)), (ii) a Registration Statement is not declared effective by the Commission on or prior to its required Effectiveness Date, or if by the Business Day immediately following the Effective Date the Company shall not have filed a “final” prospectus for the Registration Statement with the Commission under Rule 424(b) in accordance with Section 2(a) or 2(b) herein, as the case may be (whether or not such a prospectus is technically required by such Rule), or (iii) after its Effective Date, without regard for the reason thereunder or efforts therefor, such Registration Statement ceases for any reason to be effective and available to the Investors as to all Registrable Securities to which it is required to cover at any time prior to the expiration of its Effectiveness Period for more than an aggregate of 30 Trading Days (which need not be consecutive) (any such failure or breach being referred to as an “Event,” and for purposes of clauses (i) or (ii) the date on which such Event occurs, or for purposes of clause (iii) the date which such 30 Trading Day-period is exceeded, being referred to as “Event Date”), then in addition to any other rights the Investors may have hereunder or under applicable law, on such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the earlier of the date the applicable Event is cured or such Registrable Securities are eligible for resale pursuant to Rule 144 (the “Cure Date”), the Company shall pay to Investor, as partial liquidated damages and not as a penalty, 1.0% of the Liquidated Damages Multiplier, such amount to be accrued until the Cure Date and paid in the form of Common Stock valued at the VWAP as of the Cure Date and subject to the terms of the Lock Up. For purposes of this Agreement, the “

Registration. Subject to the terms of any agreement between the General Partner and one or more Limited Partners with respect to Partnership Units held by them: (a) Shelf Registration of the Common Stock. Within two weeks On or prior or subsequent to the first date upon which the Partnership Units owned by any Limited Partner may be redeemed (or such later date as may be permitted under its applicable provisions of the Securities Act)Filing Date, the General Partner agrees to file with the Commission a shelf registration statement on Form S-3 (if the General Partner is eligible to use such form) under Rule 415 of the Securities Act (a "Registration Statement") or any similar rule that may be adopted by the Commission, with respect to all of the REIT Shares that may be issued upon redemption of such Partnership Units pursuant to Section 8.05 hereof ("Redemption Shares"). The General Partner will use its best efforts to have the Registration Statement declared effective under the Securities Act. The General Partner need not file a separate Registration Statement, but may file one Registration Statement covering Redemption Shares issuable to more than one Limited Partner. The General Partner further agrees to supplement or make amendments to each Registration Statement, if required by the rules, regulations or instructions applicable to the registration form utilized by the General Partner or by the Securities Act or rules Company shall prepare and regulations thereunder for such Registration Statement. (b) If a Registration Statement under subsection (a) above is not available under the securities laws or the rules of the Commission, or if required to permit the resale of Redemption Shares by "Affiliates" (as defined in the Securities Act), upon the written request of any Limited Partner holding at least 20,000 Partnership Units, the General Partner agrees to file with the Commission a Registration Statement covering the resale of Redemption Shares by Affiliates or others whose Redemption Shares are all Registrable Securities not already covered by an existing and effective Registration Statement. The Registration Statement also shall cover, to the extent allowable under the Securities Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends, recapitalizations or other adjustments provided for in the Warrants with respect to the Registrable Securities. Each Registration Statement required to be filed under this Agreement shall be filed on Form S-3 (or if the Company is not then eligible to utilize Form S-3 to register for resale the Registrable Securities, it shall utilize such other available form appropriate for such purpose and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement, other than as to the characterization of any Holder as an underwriter, which shall not occur without such Holder’s written consent) the “Plan of Distribution” substantially in the form attached hereto as Annex A. The Company shall promptly notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission. The Company shall cause each Registration Statement required to be filed under this Agreement to be declared effective under the Securities Act as soon as practicable but, in any event, no later than its Effectiveness Date, and shall use its reasonable best efforts to keep each such Registration Statement continuously effective during its entire Effectiveness Period. By 5:00 p.m. (New York City time) on the Business Day immediately following the Effective Date of each Registration Statement, the Company shall file with the Commission in accordance with Rule 424 under the Securities Act the final prospectus to be used in connection with sales pursuant to such Registration Statement (whether or not such filing is technically required under such Rule). Failure to file a final Prospectus as foresaid shall be deemed an Event under Section 6. If for any reason other than due solely to SEC Restrictions, a Registration Statement is effective but not all outstanding Registrable Securities are registered for resale pursuant thereto, then the Company shall prepare and file by the applicable Filing Date an additional Registration Statement to register the resale of all such unregistered Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall not include any shares of Common Stock or other securities for the account of any other holder of Common Stock without the prior written consent of the Investor, which such consent shall not be unreasonably withheld, conditioned or delayed. (b) The Company shall use its reasonable best efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance (including without limitation, the Manual of Publicly Available Telephone Interpretations D.29) for an offering to be made on a continuous basis pursuant to Rule 415. At such time as additional shares of Common Stock become issuable upon the exercise of the Warrants (whether due to an adjustment under the Warrants or otherwise), the Company shall prepare and file with the Commission one or more Registration Statements or amend any Registration Statement filed pursuant to subsection (a) aboveSection 2(a), provided that the General Partner is furnished all information with respect to holders of Redemption Shares required to complete if such Registration Statement has not previously been declared effective covering the resale of the additional shares of Common Stock, but only to the extent the additional shares of Common Stock are not at the time covered by an effective Registration Statement. Such Registration Statement also shall cover, to the extent allowable under the Securities Act and have it the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions. Such Registration Statement shall not include any shares of Common Stock or other securities for the account of any other holder without the prior written consent of the Investor. (c) Notwithstanding anything to the contrary contained in this Section 2 and subject to the payment of liquidated damages pursuant to Section 6, if, after advocating with the Commission in accordance with Section 2(b), due to Commission Positions, the Company is nonetheless unable to include all Registrable Securities in the Registration Statement filed pursuant to Section 2(a) without characterizing any Holder as an underwriter then the Company may, following not less than three (3) Trading Days prior written notice to the Holders along with the calculations as to such Holder’s allotment, (i) use its reasonable best efforts to cause as many Registrable Securities for as many Holders as possible to be included in the Registration Statement filed pursuant to Section 2(a) or 2(b) and remove from the Registration Statement all other Registrable Securities (the “Cut Back Shares”), (ii) use its reasonable best efforts to promptly file amendments to the Registration Statement and promptly file a new Registration Statement, in either case, to cover the maximum number of Registrable Securities permitted to be registered by the Commission, or (iii) withdraw the Registration Statement and promptly file a new Registration Statement covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering, and (iv) agree to such restrictions and limitations on the registration and resale of the Registrable Securities, in each case as the Commission may require in order for the Commission to allow each such Registration Statement to become effective; provided, that in no event may the Company name any Holder as an underwriter without such Holder’s prior written consent (such restrictions and limitations on the registration and resale, the “SEC Restrictions”). Unless the SEC Restrictions otherwise require, any cut-back imposed pursuant to this Section 2(c) shall be allocated among the Registrable Securities of the Holders on a pro rata basis. In addition, if the Company is, after compliance with the requirements of Sections 2(a), (b) and (c) unable to include all Registrable Securities in one or more Registration Statements, unless the holders of a majority of the Registrable Securities included in the Registration Statement agree otherwise, the Company shall use its reasonable best efforts to first register the Shares, prior to the registration of any Warrant Shares or Warrants. No liquidated damages under Section 6 shall accrue on or as to any Cut Back Shares, and the required Effectiveness Date for such Registration Statement will be tolled, until such time as the Company is able to effect the registration of the Cut Back Shares in accordance with any SEC Restrictions (such date, the “Restriction Termination Date”). From and after the Restriction Termination Date, all provisions of this Section 2 (including, without limitation, the liquidated damages provisions, subject to tolling as provided above) shall again be applicable to the Cut Back Shares (which, for avoidance of doubt, retain their character as “Registrable Securities”) so that the Company will be required to file with and cause to be declared effective by the CommissionCommission such additional Registration Statements in the time frames set forth herein as necessary to ultimately cause to be covered by effective Registration Statements all Registrable Securities (if such Registrable Securities cannot at such time be resold by the Holders thereof without volume limitations pursuant to Rule 144). (d) Each Holder agrees to furnish to the Company a completed Questionnaire in the form attached to this Agreement as Annex B (a “Selling Holder Questionnaire”). The General Partner will use its best efforts Company shall not be required to have include the Registrable Securities of a Holder in a Registration Statement declared effective and shall not be required to pay any liquidated or other damages under the Securities Act. The General Partner need not file a separate Registration Statement, but may file one Registration Statement covering Redemption Shares issuable Section 8 to more than one Limited Partner. The General Partner further agrees any Holder who fails to supplement or make amendments to each Registration Statement, if required by the rules, regulations or instructions applicable furnish to the registration form utilized by Company a fully completed Selling Holder Questionnaire at least two Trading Days prior to the General Partner or by Filing Date (subject to the Securities Act or rules and regulations thereunder for such Registration Statementrequirements set forth in Section 3(a)).

Registration. Except as provided in this Section 4(b)(i) or in Section 6a(ii), Licensor shall have the sole right to file, prosecute until registration, register, maintain and renew all registrations, applications and reservations of all Source Indicators containing the Marks, which such actions shall be taken at Licensee’s request and expense. Licensor has the sole right to file for any new registrations, applications or reservations of all Source Indicators containing the Marks, but shall not unreasonably refuse, condition or delay to file if requested by Licensee to do so. If Licensor refuses any request by Licensee on such grounds, it shall promptly specify the reasons in sufficient detail to allow Licensee to attempt to cure. Once Licensor has filed for a new registration, application or reservation for the Marks, it shall cause Licensee to be kept apprised of all future required submissions and responses to prosecute, maintain and renew same. Subject to the terms Licensor promptly keeping Licensee apprised of any agreement between the General Partner response and one submission deadlines, Licensee shall provide Licensor with reasonable advance notice of any responses or more Limited Partners with respect submissions it wishes for Licensor to Partnership Units held by them:take in this regard, and Licensor shall not unreasonably refuse, condition or delay to take all such actions within a reasonable time after any such notice or allow Licensee to do so in its stead. If (a) Shelf Registration Licensee has provided reasonable advance notice in writing, assuming Licensor promptly keeps Licensee apprised of the Common Stock. Within two weeks prior any such response and submission deadline, (b) Licensor unreasonably fails to make any required submission or subsequent response to the first date upon which the Partnership Units owned by any Limited Partner may be redeemed (a government agency or such later date as may be permitted under applicable provisions of the Securities Act), the General Partner agrees to file with the Commission a shelf registration statement on Form S-3 (if the General Partner is eligible to use such form) under Rule 415 of the Securities Act (a "Registration Statement") or any similar rule that may be adopted by the Commission, registry with respect to all the prosecution, maintenance or renewal of a previously filed application for a ▇▇▇▇, and (c) a government agency or registry deadline is imminent, Licensor hereby provides Licensee with a power of attorney (and Licensor will execute any necessary power of attorney in favor of Licensee) solely to complete and file the REIT Shares that may be issued upon redemption submission or response referenced in Section 4(b)(i)(b), and such power of such Partnership Units pursuant attorney shall not apply to Section 8.05 hereof ("Redemption Shares"). The General Partner will use its best efforts to have the Registration Statement declared effective under the Securities Act. The General Partner need not file a separate Registration Statement, but may file one Registration Statement covering Redemption Shares issuable to more than one Limited Partner. The General Partner further agrees to supplement any subsequent submissions or make amendments to each Registration Statement, if required by the rules, regulations or instructions applicable to the registration form utilized by the General Partner or by the Securities Act or rules and regulations thereunder responses for such Registration Statement▇▇▇▇, unless clauses (a)-(c) apply thereto. (b) If a Registration Statement under subsection (a) above is not available under the securities laws or the rules of the Commission, or if required to permit the resale of Redemption Shares by "Affiliates" (as defined in the Securities Act), upon the written request of any Limited Partner holding at least 20,000 Partnership Units, the General Partner agrees to file with the Commission a Registration Statement covering the resale of Redemption Shares by Affiliates or others whose Redemption Shares are not covered by a Registration Statement filed pursuant to subsection (a) above, provided that the General Partner is furnished all information with respect to holders of Redemption Shares required to complete such Registration Statement and have it declared effective by the Commission. The General Partner will use its best efforts to have the Registration Statement declared effective under the Securities Act. The General Partner need not file a separate Registration Statement, but may file one Registration Statement covering Redemption Shares issuable to more than one Limited Partner. The General Partner further agrees to supplement or make amendments to each Registration Statement, if required by the rules, regulations or instructions applicable to the registration form utilized by the General Partner or by the Securities Act or rules and regulations thereunder for such Registration Statement.

Registration. Subject A. At the request of any Holder or Holders of a majority of the Registrable Shares, the Company shall make one registration available for the sale of Registrable Shares (a “Registration”), but only if and to the terms extent that the Registrable Shares are not transferable freely without restriction under the Securities Act and any applicable state securities laws. If a Registration is to be an underwritten public offering, and if an underwriter for marketing reasons requests the inclusion in the registration statement of information which is not required under the Securities Act to be included in a registration statement on the applicable form for the Registration, the Company will provide such information for inclusion by the underwriter in the Registration. If a Registration is an underwritten public offering and the managing underwriters advise the Company in writing that in their reasonable opinion the number of Registrable Shares and other securities requested to be included in the Registration (the “Other Shares”) exceeds the number of shares which can be sold in such offering without having an adverse effect on the price of such shares (such number of shares, the “Maximum Number”), the Company will include in such registration first, the Registrable Shares, up to the Maximum Number, and second, if the number of Registrable Shares is less than the Maximum Number, the Other Shares, up to the Maximum Number. B. The Company may postpone for up to ninety (90) days the filing or effectiveness of any agreement between Registration if the General Partner and one or more Limited Partners with respect to Partnership Units held by them: (a) Shelf Registration Board of Directors of the Common Stock. Within two weeks prior Company determines in good faith that such Registration is reasonably likely to materially interfere with, or subsequent have a materially adverse effect on, any material corporate development (including any material business combination or acquisition transaction). C. All expenses incident to the first date upon which Company’s performance of or compliance with this Section 18 shall be borne by the Partnership Units owned Company. D. The Company agrees to indemnify, to the fullest extent permitted by law, each seller of Registrable Shares, its officers and directors and each Person who controls such seller (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and expenses (including without limitation attorneys’ fees) caused by any Limited Partner may untrue or alleged untrue statement of a material fact contained in any registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be redeemed stated therein or necessary to make the statements therein not misleading. In connection with any Registration in which a seller of Registrable Shares is participating, each such seller severally, but not jointly, shall indemnify the Company, its Affiliates, officers, directors and each Person who controls the Company (or such later date as may be permitted under applicable provisions within the meaning of the Securities Act), insofar as and to the General Partner agrees extent that losses, claims, damages, liabilities, and expenses (including without limitation attorneys’ fees) are caused by any untrue statement of a material fact contained in the registration statement, prospectus or preliminary prospectus or any amendment or supplement thereto or any omission or alleged omission of a material fact required to file with be stated therein or necessary to make the Commission statements therein not misleading, but only to the extent that such untrue statement or omission is contained in any information or affidavit so furnished in writing by such seller expressly for use therein. E. At any time and from time to time after (i) the Company registers a shelf registration statement on Form S-3 (if the General Partner is eligible to use such form) class of securities under Rule 415 Section 12 of the Securities Exchange Act of 1934, as amended (the “Securities Exchange Act”), or (ii) the expiration of 90 days following the close of business on the earlier of such date as the Company commences to file reports under Section 13 or Section 15(d) of the Securities Exchange Act, then upon receipt of a "Registration Statement"written request of a holder of Registrable Shares, stating that such holder proposes to sell securities in compliance with Rule 144 of the Securities and Exchange Commission (the “Commission”), the Company will (1) or any similar forthwith furnish to such holder a written statement of compliance with the filing requirements of the Commission as set forth in Rule 144, as such rule that may be adopted by amended from time to time and (2) make available to the Commission, with respect public and such holder such information as will enable the holder to all of the REIT Shares that may be issued upon redemption of such Partnership Units make sales pursuant to Section 8.05 hereof ("Redemption Shares"). Rule 144. F. The General Partner will use Company agrees to give each Holder prompt written notice of its best efforts intention to have the Registration Statement declared effective register any of its securities under the Securities Act. The General Partner need not file a separate Registration Statement, but may file one Registration Statement covering Redemption Shares issuable to more than one Limited Partner. The General Partner further agrees to supplement or make amendments to each Registration Statement, if required by the rules, regulations or instructions applicable to the registration form utilized by the General Partner or by the Securities Act or rules and regulations thereunder for such Registration Statement. (b) If a Registration Statement under subsection (a) above is not available under the securities laws or the rules of the Commission, or if required to permit the resale of Redemption Shares by "Affiliates" (as defined in the Securities Act), upon the written request of any Limited Partner holding at least 20,000 Partnership Units, the General Partner agrees to file with the Commission a Registration Statement covering the resale of Redemption Shares by Affiliates or others whose Redemption Shares are not covered by a Registration Statement filed pursuant to subsection (a) above, provided that the General Partner is furnished all information with respect to holders of Redemption Shares required to complete such Registration Statement and have it declared effective by the Commission. The General Partner will use its best efforts to have the Registration Statement declared effective under the Securities Act. The General Partner need not file a separate Registration Statement, but may file one Registration Statement covering Redemption Shares issuable to more than one Limited Partner. The General Partner further agrees to supplement or make amendments to each Registration Statement, if required by the rules, regulations or instructions applicable to the registration form utilized by the General Partner or by the Securities Act or rules and regulations thereunder for such Registration Statement.

Registration. Subject to the terms of any agreement between the General Partner and one or more Limited Partners with respect to Partnership Units held by them: (a) Shelf Registration of the Common Stock. Within two weeks prior The Company shall prepare and file or subsequent cause to the first date upon which the Partnership Units owned by any Limited Partner may be redeemed (or such later date as may be permitted under applicable provisions of the Securities Act), the General Partner agrees to file prepared and filed with the Commission SEC, as soon as practicable but in any event by the date (the “Filing Deadline Date”) which is September 30, 2005, a shelf registration statement Registration Statement for an offering to be made on Form S-3 (if the General Partner is eligible a delayed or continuous basis pursuant to use such form) under Rule 415 of the Securities Act (a "Registration Statement") or any similar rule that may be adopted registering the resale from time to time by the Commission, with respect to Holders thereof of all of the REIT Shares Registrable Securities, exclusive of any shares of Common Stock that may be issued upon redemption in payment of such Partnership Units pursuant to Section 8.05 hereof dividends ("Redemption Shares"the “Initial Registration Statement”). The General Partner will Initial Registration Statement shall be on Form SB-2 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Initial Registration Statement. The Company shall use its best efforts to have cause the Initial Registration Statement to be declared effective under the Securities ActAct as promptly as is practicable but in any event by the date (the “Effectiveness Deadline Date”) that is One Hundred Twenty (120) days after the Closing Date, and to keep the Initial Registration Statement (or any Subsequent Registration Statement (as that term is hereafter defined) continuously effective under the Securities Act until the expiration of the Effectiveness Period. At the time the Initial Registration Statement is declared effective, each Holder shall be named as a selling securityholder in the Initial Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. Except as otherwise permitted by this Agreement, the Company shall not include any other securities in the Initial Registration Statement other than the Registrable Securities and the securities identified in Schedule 2. The General Partner need Company shall not file any other registration statement (other than any update, extension, supplement or continuation of a registration statement that is effective on the Closing Date, a registration statement on Form S-8 or any other registration statement relating solely to employee benefit plans) under the Securities Act with the SEC during the first ninety (90) day period after the SEC declares the Initial Registration Statement effective. Notwithstanding the immediately preceding sentence, in the event that the Holders determine that the Company’s choice to include the Registrable Securities hereunder on a registration statement with other similar securities would adversely affect the Holders, then (i) the Initial Registration Statement shall only include the Registrable Securities hereunder and the securities identified in Schedule 2 and (ii) the Company shall be permitted to file a separate registration statement under the Securities Act with the SEC to register such other similar securities. (b) If the Initial Registration Statement or any Subsequent Registration Statement ceases to be effective for any reason at any time during the Effectiveness Period, the Company shall use its best efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof, and in any event shall within thirty (30) days of such cessation of effectiveness amend the Initial Registration Statement in a manner reasonably expected to obtain the withdrawal of the order suspending the effectiveness thereof, or file an additional Registration Statement covering all of the securities that as of the date of such filing are Registrable Securities (a “Subsequent Registration Statement”). If a Subsequent Registration Statement is filed, the Company shall use its best efforts to cause the Subsequent Registration Statement to become effective as promptly as is practicable after such filing and to keep such Subsequent Registration Statement continuously effective until the end of the Effectiveness Period. (c) It shall be a condition precedent to the obligation of the Company to include the Registrable Securities of any Holder in the Initial Registration Statement or any Subsequent Registration Statement or Additional Registration Statement that such Holder shall furnish to the Company at least ten (10) days prior to the anticipated filing date such information regarding itself, the Registrable Securities held by it, the intended method of disposition of the Registrable Securities held by it, and all such other information as shall be reasonably required to effect the registration of such Registrable Securities. At least twenty (20) days prior to the first anticipated filing date of any such Registration Statement, but may file one other than the Initial Registration Statement covering Redemption Shares issuable for which the applicable period shall be 15 days, the Company shall notify each Holder, at the most recent address previously provided to more than one Limited Partner. the Company in writing, of the information the Company requires from each such Holder for inclusion in such Registration Statement and the anticipated filing date of such Registration Statement. (d) The General Partner further agrees Company shall not pay any dividend on the shares of Series B Preferred Stock in shares of its Common Stock unless on the relevant Dividend Payment Date there is an effective Registration Statement permitting the resale of the shares of Common Stock to supplement or make amendments to each be issued in payment of such dividend (and in the absence of such an effective Registration Statement, the dividend on the Shares of Series B Preferred Stock shall be paid by the Company in cash). The Company shall use its best efforts to cause any such Registration Statement filed to remain continuously effective under the Securities Act for no less than one year following the dividend payment date on which the Company issued, as a dividend payment, any shares of Common Stock included in such Registration Statement. (e) The Company shall supplement and amend the Registration Statement if required by the rules, regulations or instructions applicable to the registration form utilized used by the General Partner or by the Securities Act or rules and regulations thereunder Company for such Registration Statement. (b) If a Registration Statement under subsection (a) above is not available under the securities laws or the rules of the Commission, or if required to permit the resale of Redemption Shares by "Affiliates" (as defined in the Securities Act), upon the written request of any Limited Partner holding at least 20,000 Partnership Units, the General Partner agrees to file with the Commission a Registration Statement covering the resale of Redemption Shares by Affiliates or others whose Redemption Shares are not covered by a Registration Statement filed pursuant to subsection (a) above, provided that the General Partner is furnished all information with respect to holders of Redemption Shares required to complete such Registration Statement and have it declared effective by the Commission. The General Partner will use its best efforts to have the Registration Statement declared effective under the Securities Act. The General Partner need not file a separate Registration Statement, but may file one Registration Statement covering Redemption Shares issuable to more than one Limited Partner. The General Partner further agrees to supplement or make amendments to each Registration Statement, if required by the rulesSecurities Act or, regulations or instructions applicable to the registration form utilized extent to which the Company does not reasonably object, as reasonably requested by the General Partner registered Holders or by any managing underwriter in the event of an underwritten offering. (f) Each Holder of Registrable Securities agrees that if such Holder wishes to sell Registrable Securities pursuant to a Registration Statement and related Prospectus, it will do so only in accordance with Section 3(i). If the Company shall file a post-effective amendment to the Registration Statement, it shall (i) use its best efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is practicable; (ii) provide such Holder copies of any documents filed in connection with such post-effective amendment; and (iii) notify such Holder as promptly as practicable after the effectiveness under the Securities Act of any such post-effective amendment. (g) From and after the date the Initial Registration Statement is declared effective, the Company shall not be obligated to file any post-effective amendment to the Registration Statement or rules and regulations thereunder for supplement to the related Prospectus to solely to reflect a sale or transfer of Registrable Securities by the Purchaser (or any subsequent Holder included in a Registration Statement filed by the Company pursuant to this Section 2(g) that was not consummated pursuant to the plan of distribution set forth in such Registration Statement, provided, however, in the event the Company intends to voluntarily file or is required by applicable law to file with the SEC a post-effective amendment to the Registration Statement or prepare and, if required by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference, the Company shall make such amendments to the Registration Statement as shall be necessary to include the transferee of the Registrable Securities to be included as a selling shareholder in the Registration Statement. It shall be a condition precedent to the obligation of the Company to include such transferee Holder that such Holder shall furnish to the Company such information regarding itself, the Registrable Securities held by it, the intended method of disposition of the Registrable Securities held by it, and all such other information as shall be reasonably required to effect the registration of such Registrable Securities at least ten (10) days prior to the anticipated filing date of a post-effective amendment to the Registration Statement pursuant to this Section 2(g). The Company shall notify each transferee Holder, that was previously disclosed to the Company in writing together with a valid and current mailing address, of the information the Company requires from each such Holder for inclusion in such Registration Statement at least twenty (20) days prior to the anticipated filing date of a post-effective amendment to the Registration Statement. (h) The payment of partial damages identified and set forth in this Section 2(h) hereinbelow are hereinafter referred to independently and collectively as “Liquidated Damages”. (i) If (1) the Initial Registration Statement is not filed by the Company with the SEC on or prior to the Filing Deadline Date, then for each day following the Filing Deadline Date, until but excluding the date the Registration Statement is filed (such liquidated damages payable with respect to such period being the “Filing Deadline Date Liquidated Damages”), or (2) the Registration Statement is not declared effective by the SEC by the Effectiveness Deadline Date, then for each day following the Effectiveness Deadline Date, until but excluding the date the SEC declares the Initial Registration Statement effective (such liquidated damages payable with respect to such period being the “Effectiveness Deadline Date Liquidated Damages”), in each case, the Company shall pay the Purchaser with respect to any such failure, as partial damages and not as a penalty, an amount per month (computed on the basis of a 360-day year consisting of twelve 30-day months) equal to one percent (1%) of the purchase price paid by the Purchaser for the Offered Securities; which will be deemed to accrue on a daily basis and, such payment shall be made, with respect to the previous month, no later than the first business day of the calendar month next succeeding the month in which any such day occurs. (ii) In the event of the failure of the Company to maintain a Registration Statement continually effective after it is declared effective by the SEC for the full period required by this Agreement the Company shall be entitled to exercise its rights under Section 3(i) hereinbelow to suspend the availability of the Registration Statement or any Prospectus, without incurring or accruing any obligation to pay Liquidated Damages, for one or more periods not to exceed 30 days in any 12-month period (any such period, during which the availability of the Registration Statement and any Prospectus is suspended being a “Deferral Period”). In the event that the aggregate duration of all such Deferral Periods exceeds thirty (30) days in any twelve (12) month period, then, within five (5) Business Days following the day that results in the aggregate Deferral Period exceeding such thirty (30) days in any twelve (12) month period, the Company shall pay to the Purchaser with respect to such cumulative (30) day failure, as partial damages and not as a penalty, an amount equal to three percent (3%) of the purchase price paid by the Purchaser for the Offered Securities. Such partial damages are payable on the first occurrence that the aggregate length of time of one or more Deferral Periods exceeds thirty (30) days in any twelve (12) month period. Such partial damages payable with respect to such period being the “Deferral Period Liquidated Damages”. Thereafter, commencing on the calendar day following the expiration of any Deferral Period for which Deferral Period Liquidated Damages are payable, until the day preceding the next date on which the SEC declares a Registration Statement effective, for Deferral Periods exceeding thirty (30) days in the aggregate within that same 12-month period (an “Excess Deferral Period”), the Company shall pay to the Purchaser with respect to such Excess Deferral Period, as partial damages and not as a penalty, an amount equal to three percent (3%) of the purchase price paid by the Purchaser for the Offered Securities. Such partial damages payable with respect to such period being the “Excess Deferral Period Liquidated Damages”. In addition to the payment of Liquidated Damages set forth in Section 2(h), beginning on the sixty-first (61st) day following the Effectiveness Deadline Date during any time that Effectiveness Deadline Date Liquidated Damages or Excess Deferral Damages are payable, as an offset for any inconvenience occasioned thereby, but not as a penalty, the Company shall honor the Purchaser’s request for a cashless exercise of the Purchaser’s Series B Warrant, in whole or in part, pursuant to the following procedure. In connection with any exercise of the Purchaser’s Series B Warrant made sixty-one (61) or more days after the Effectiveness Deadline Date, during a time that Effectiveness Deadline Date Liquidated Damages or Excess Deferral Damages are payable hereunder, the Purchaser may, at its option, instruct the Company, by written notice accompanying the surrender of the Series B Warrant at the time of such exercise, to apply to the payment required by Section 1.1 of the Warrant such number of the shares of Common Stock otherwise issuable to the Purchaser upon such exercise as shall be specified in such notice, in which case an amount equal to the excess of the aggregate Closing Price (as defined in the Series B Warrant) of such specified number of shares on the date of exercise over the portion of the payment required by Section 1.1 attributable to such shares shall be deemed to have been paid to the Company and the number of shares issuable upon such exercise shall be reduced by such specified number. The Company shall deliver the remaining balance of the shares issuable upon such exercise together with payment in lieu of fractional shares, if any, as provided in Section 1.3 of the Series B Warrant. (i) Payments of Liquidated Damages made pursuant to Section 2(h) shall not constitute the Purchaser’s exclusive remedy for such events. Notwithstanding the foregoing provisions, in no event shall the Company be obligated to pay Liquidated Damages to more than one person in respect of the same Offered Securities for the same period of time nor shall the aggregate Liquidated Damages paid to the Purchaser and all subsequent holders in respect of the same Offered Securities exceed the sales price of the Offered Securities. Liquidated Damages shall be paid only to the then-current, at the time of the occurrence giving rise to the obligation of the Company to pay such Liquidated Damages, Holders of issued and outstanding shares of Series B Convertible Preferred Stock (or Common Stock received by such Holders upon the conversion of such Series B Convertible Preferred Stock) and shall be payable thereon until such time as, with respect to any such share, the Company is not required to file a registration statement or cause a registration statement to be declared effective. (j) No Liquidated Damages shall be payable on the Series B Warrants or any shares of Common Stock received by any Holders as dividends paid or payable on the Series B Convertible Preferred Stock. No Liquidated Damages shall be payable with respect to any share of Series B Convertible Preferred Stock for any period during which the Company does not have an obligation, with respect to any shares of Common Stock receivable upon conversion of such shares of Series B Convertible Preferred Stock, to file a registration statement or cause a registration statement to be declared effective. No Liquidated Damages shall be payable with respect to any share of Common Stock received upon conversion of the Series B Convertible Preferred Stock for any period during which the Company does not have an obligation, with respect to any such share of Common Stock, to file a registration statement or cause a re

Registration. Subject to the terms of any agreement between the General Partner and one or more Limited Partners with respect to Partnership Units held by them: (a) Shelf The Company’s registration obligations set forth in this Section 2, obtain effectiveness of Registration Statements, and maintain the continuous effectiveness of Registration Statement that have been declared effective shall begin on the Common Stock. Within two weeks prior date hereof and continue until all the Registrable Securities have been sold or subsequent may permanently be sold without any restrictions pursuant to Rule 144, as determined by the counsel to the first date upon which Company or the Partnership Units owned by any Limited Partner may be redeemed Investor’s Counsel pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders (the “Registration Period”). (b) On or such later date as may be permitted under applicable provisions of prior to the Securities Act)Filing Deadline, the General Partner agrees to prepare and file with the Commission SEC a shelf registration statement Registration Statement on Form S-3 S-1 (or, if the General Partner Company is eligible to use such formthen eligible, on Form S-3) under Rule 415 of covering the Securities Act (a "Registration Statement") or any similar rule that may be adopted resale by the Commission, with respect to Investor of all of the REIT Shares that may be issued upon redemption Registrable Securities. Each Registration Statement prepared pursuant hereto shall register for resale at least the number of such Partnership Units pursuant shares of Common Stock equal to Section 8.05 hereof ("Redemption Shares")the Required Registration Amount as of date the Initial Registration Statement is initially filed with the SEC and each subsequent registration statement thereafter. Each Registration Statement shall contain the “Selling Stockholders” and “Plan of Distribution” sections in substantially the form attached hereto as Exhibit A and contain all the required disclosures set forth on Exhibit B. The General Partner will Company shall use its best efforts to have the each Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the Effectiveness Deadline. By 9:30 am (New York) on the date following the date of effectiveness, the Company shall file with the SEC in accordance with Rule 424 under the Securities Act. The General Partner need not file a separate Registration Statement, but may file one Registration Statement covering Redemption Shares issuable Act the final Prospectus to more than one Limited Partner. The General Partner further agrees be used in connection with sales pursuant to supplement or make amendments to each Registration Statement, if required by the rules, regulations or instructions applicable to the registration form utilized by the General Partner or by the Securities Act or rules and regulations thereunder for such Registration Statement. (b) If a Registration Statement under subsection (a) above is not available under . Prior to the securities laws or the rules filing of the Commission, or if required to permit the resale of Redemption Shares by "Affiliates" (as defined in the Securities Act), upon the written request of any Limited Partner holding at least 20,000 Partnership Units, the General Partner agrees to file with the Commission a Registration Statement covering the resale of Redemption Shares by Affiliates or others whose Redemption Shares are not covered by a Registration Statement filed pursuant to subsection (a) above, provided that the General Partner is furnished all information with respect to holders of Redemption Shares required to complete such Registration Statement and have it declared effective by the Commission. The General Partner will use its best efforts to have the Registration Statement declared effective under with the Securities ActSEC, the Company shall furnish a draft of the Registration Statement to the Investor for their review and comment. The General Partner need not file a separate Registration Statement, but may file one Investor shall furnish comments on the Registration Statement covering Redemption Shares issuable to more than one Limited Partner. The General Partner further agrees to supplement or make amendments to each Registration Statement, if required by the rules, regulations or instructions applicable to the registration form utilized by Company within 24 hours of the General Partner or by receipt thereof from the Securities Act or rules and regulations thereunder for such Registration StatementCompany.

Registration. Subject (a) As soon as practicable and in any event within thirty (30) days after the date of issuance of Parent Ordinary Shares to the terms of any agreement between the General Partner and one or more Limited Partners Stockholder under this Agreement (i.e. with respect to Partnership Units held the Closing Stock Payment, the Closing Date, and with respect to the Earn-Out Stock Payment, the date such stock is issued), Parent shall file with the SEC, and thereafter use its commercially reasonable efforts to have declared effective as soon as practicable, a registration statement on Form F-3 (a “Registration Statement”) under the Securities Act covering the resale by them: the Stockholder of such Parent Ordinary Shares (a) Shelf the “Registrable Shares”). In its discretion, Parent will be permitted to register any other shares for resale by other eligible selling stockholders using any such Registration Statement; provided that the registration of such additional shares does not materially delay or materially adversely affect the ability of Parent to register the Registrable Shares. Parent shall use commercially reasonable efforts to keep any such Registration Statement continuously effective and usable for the resale of the Common Stock. Within two weeks prior Registrable Shares covered thereby for a period commencing on the date on which the SEC declares the Registration Statement effective and ending on the earlier of (i) the date upon which all of the Registrable Shares covered thereby first become eligible for resale pursuant to Rule 145 under the Securities Act without restriction or subsequent to (ii) the first date upon which the Partnership Units owned by any Limited Partner may be redeemed (or such later date as may be permitted under applicable provisions of the Securities Act), the General Partner agrees to file with the Commission a shelf registration statement on Form S-3 (if the General Partner is eligible to use such form) under Rule 415 of the Securities Act (a "Registration Statement") or any similar rule that may be adopted by the Commission, with respect to all of the REIT Registrable Shares that may be issued upon redemption of such Partnership Units pursuant to Section 8.05 hereof ("Redemption Shares"). The General Partner will use its best efforts to have covered by the Registration Statement declared effective under the Securities Act. The General Partner need not file a separate Registration Statement, but may file one Registration Statement covering Redemption Shares issuable have been sold pursuant to more than one Limited Partner. The General Partner further agrees to supplement or make amendments to each Registration Statement, if required by the rules, regulations or instructions applicable to the such registration form utilized by the General Partner or by the Securities Act or rules and regulations thereunder for such Registration Statementstatement. (b) If Parent may, by written notice to the Stockholder, (i) delay the filing or effectiveness of a Registration Statement for up to ninety (90) days, or for such longer period, as a result of restraints or restrictions under subsection (a) above is not available under the securities laws or the rules of the Commissionapplicable Law, or if required to permit the resale of Redemption Shares by "Affiliates" (as defined in the Securities Act), upon reasonable good faith judgment of the written request Board of any Limited Partner holding at least 20,000 Partnership UnitsDirectors of Parent, the General Partner agrees to file with the Commission a Registration Statement covering the resale filing of Redemption Shares by Affiliates or others whose Redemption Shares are not covered by a Registration Statement filed pursuant to subsection (a) above, provided that the General Partner is furnished all information with respect to holders of Redemption Shares required to complete such Registration Statement and have it declared effective by the Commission. The General Partner will use its best efforts would be materially detrimental to have the Registration Statement declared effective Parent because such action would (A) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving Parent, (B) require premature disclosure of material information that Parent has a bona fide business purpose for preserving as confidential, or (C) render Parent unable to comply with requirements under the Securities Act. The General Partner need not file a separate Registration Statement, but may file one Registration Statement covering Redemption Shares issuable to more than one Limited Partner. The General Partner further agrees to supplement or make amendments to each Registration Statement, if required by the rules, regulations or instructions applicable to the registration form utilized by the General Partner or by the Securities Act or rules the Exchange Act, or (ii) suspend a Registration Statement after effectiveness and regulations thereunder require that the Stockholder immediately cease sales of shares pursuant to such Registration Statement (A) for a period of not more than thirty (30) consecutive days or ninety (90) days in the aggregate during any twelve (12) consecutive calendar months, in the event that Parent files a registration statement with the SEC for a then pending public offering of its securities or (B) following the effectiveness of a Registration Statement, for no longer than thirty (30) consecutive trading days if an event has occurred or Parent has entered into a transaction which Parent determines in good faith must be disclosed in order for Parent to comply with the public disclosure requirements imposed on Parent under the Securities Act in connection with such Registration Statement, provided, that in respect of all such events or occurrences Parent shall not suspend the effectiveness of a Registration Statement for more than ninety (90) trading days in the aggregate in any twelve (12) consecutive calendar months. (c) If Parent delays or suspends a Registration Statement or requires the Stockholder to cease sales of shares pursuant to Section 5.11(b) above, Parent shall, as promptly as practicable (and in any event within four (4) Business Days) following the termination of the circumstance which entitled Parent to do so, take such actions as may be necessary to file or reinstate the effectiveness of such Registration Statement and/or give written notice to the Stockholder authorizing him to resume sales pursuant to such Registration Statement.

Registration. Subject to the terms of any agreement between the General Partner and one or more Limited Partners with respect to Partnership Units held by them: (a) Shelf Registration The Company shall cause the registration of the Common Stock. Within two weeks prior or subsequent to the first date upon which the Partnership Units owned by any Limited Partner may be redeemed (or such later date as may be permitted under applicable provisions of the Securities Act), the General Partner agrees to file with the Commission a shelf registration statement on Form S-3 (if the General Partner is eligible to use such form) under Rule 415 of the Securities Act (a "Registration Statement") or any similar rule that may be adopted by the Commission, with respect to all of the REIT Shares that may be issued upon redemption Registrable Securities in accordance with the provisions of such Partnership Units pursuant to Section 8.05 hereof ("Redemption Shares"). The General Partner will 2.1(b) hereof, and use its best efforts to cause such Registration to become effective at the time set forth in Section 2.1(b) below. (b) In connection with a Registration contemplated by Section 2.1(a), the Majority Holders shall have the right to notify in writing that the Company register all or part of such Holders' Registrable Securities (a "Notice") (which Notice shall specify the intended method of disposition thereof) by filing with the SEC a Registration Statement. Subject to Section 2.1(b), the Company shall include in a Registration all Registrable Securities intended to be disposed of by the Holders within two years of the initial effective date of the Registration as specified in the Notice. The Company shall, as expeditiously as possible following a Notice, cause to be filed with the SEC a Registration Statement declared effective providing for the registration under the Securities Act of the Registrable Securities to the extent necessary to permit the disposition of such Registrable Securities so to be registered in accordance with the intended methods of disposition thereof specified in such Notice or further notices by means of a shelf registration pursuant to Rule 415 under the Securities Act. The General Partner need not file a separate Registration Statement, but may file one Registration Statement covering Redemption Shares issuable to more than one Limited Partner. The General Partner further agrees to supplement or make amendments to each Registration Statement, if required by the rules, regulations or instructions applicable to the registration form utilized by the General Partner or by the Securities Act or rules and regulations thereunder for such Registration Statement. (b) If a Registration Statement under subsection (a) above is not available under the securities laws or the rules of the Commission, or if required to permit the resale of Redemption Shares by "Affiliates" (as defined in the Securities Act), upon the written request of any Limited Partner holding at least 20,000 Partnership Units, the General Partner agrees to file with the Commission a Registration Statement covering the resale of Redemption Shares by Affiliates or others whose Redemption Shares are not covered by a Registration Statement filed pursuant to subsection (a) above, provided that the General Partner is furnished all information with respect to holders of Redemption Shares required to complete Company shall cause such Registration Statement and have it to be declared effective by the Commission. The General Partner will SEC as soon as practicable thereafter and shall use its best efforts to keep such Registration Statement continuously effective for the period specified in Section 3.1(b). The Registration may also include the registration of the issuance of the Common Shares issuable upon conversion of the Repriced Converts. No Holder of Registrable Securities may include any of its Registrable Securities in the Registration Statement pursuant to this Agreement unless and until such Holder furnishes to the Company in writing, within 10 business days after receipt of a request therefor, such information concerning such Holder or its intended method of disposition as the Company may reasonably request for use in connection with the Registration Statement or Prospectus or preliminary Prospectus included therein. No Holder of Registrable Securities shall be entitled to the Registration Delay Fee pursuant to Section 2.1(b) hereof as a result of a failure to have the Registration Statement effective within 90 days of the Applicable Closing Date if such failure is a result of such Holder shall have provided all such reasonably requested information. Each Holder as to which any Registration Statement is being effected agrees to furnish promptly to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Holder not materially misleading. The Company shall use its best efforts to cause the Registration Statement to be declared effective under no later than ninety (90) days following the Securities Actclosing date of the IPO (the "Applicable Closing Date"). The General Partner need not file a separate Registration Statement, but may file one In the event that the Registration Statement covering Redemption Shares issuable shall fail to more than one Limited Partner. The General Partner further agrees be declared effective within ninety (90) days following the Applicable Closing Date, or a Delay Period (as hereinafter defined) shall occur and be continuing, the Company shall pay to supplement or make amendments the Holders a fee (the "Registration Delay Fee"), in cash, equal to each Registration Statement, if required 3% per annum of the Liquidation Value of the Repriced Converts owned by the rulesHolders, regulations or instructions applicable compounded quarterly, for the period from the 90th day following Applicable Closing date to the registration form utilized by date the General Partner or by Registration Statement became effective and for the Securities Act or rules period commencing on the first day of any Delay Period and regulations thereunder for such Registration Statementcontinuing until the Delay Period shall have ended.

Registration. Subject to the terms of any agreement between the General Partner and one or more Limited Partners with respect to Partnership Units held by them: (a) Shelf Registration The shares of Martek Common Stock to be issued in connection with the Common Stock. Within two weeks prior or subsequent to Merger, and following the first date Merger upon which the Partnership Units owned by any Limited Partner may exercise of Assumed Options, will be redeemed (or such later date as may be permitted issued in a transaction exempt from registration under applicable provisions of the Securities Act. Martek shall use its commercially reasonable efforts to prepare, file as promptly as practicable following the Effective Time and after each Milestone is met and cause to become effective, within 60 Business Days after the Effective Time or after a Milestone is met (or as soon as practicable thereafter in the event the Registration Statement becomes subject to review by the staff of the SEC), the General Partner agrees to file with the Commission in each case a shelf registration statement on Form S-3 or such other form as may be appropriate to be filed with the SEC by Martek under the Securities Act (together with any amendments or supplements thereto, whether prior to or after the effective date thereof, a “Registration Statement”) covering the public resale of the shares of Martek Common Stock to be issued in the Merger (including the Directed Shares) and upon exercise of the Assumed Options, and Martek shall use its reasonable best efforts to keep each Registration Statement continuously effective until the second anniversary of the Closing Date or the date on which Martek Stock is issued in connection with a Milestone, as applicable (the “Effective Period”). Any such registration shall be subject to the customary terms and conditions used in connection with resale prospectuses. Martek’s obligations under this Section 5.5 are contingent upon each Stockholder providing promptly all information concerning the Stockholder and its proposed plan of distribution as Martek may reasonably request in connection with any of the foregoing. Martek may by written notice to the Stockholders immediately suspend the use of any resale prospectus for a period not to exceed 45 consecutive days in any one instance and for a period not to exceed 90 calendar days in any 12-month period (each, a “Suspension Period”) pursuant to a Registration Statement at any time that (a) Martek becomes engaged in a business activity or negotiation that is not disclosed therein under applicable Law and which Martek desires to keep confidential for business purposes or (b) Martek determines that a particular disclosure so determined to be required to be disclosed therein be premature or would adversely affect Martek or its business or prospects. Martek will use its commercially reasonable efforts to ensure that the use of any such Registration Statement may be resumed as soon as practicable. Martek shall promptly notify the Stockholders upon the termination of any Suspension Period, promptly amend or supplement the Registration Statement following the termination of such Suspension Period, if necessary, so that it does not contain any untrue statement of material fact or amount to state a material fact required to be stated therein in order to make the General Partner statements therein not misleading, and furnish to the Stockholders such numbers of copies of the prospectus therein as so amended or supplemented on documents incorporated by reference therein as the Stockholders may reasonably request. The Company and Martek agree that the Effective Period shall be extended for a period of time equal to the Suspension Period. The Company shall cause those members of senior management of the Company listed on Schedule 5.5A to execute the Market Stand-Off Agreement attached hereto as Exhibit B. The Company shall cause those Persons listed on Schedule 5.5B to execute the Market Stand-Off Agreement attached hereto as Exhibit C. (b) Martek agrees to indemnify and reimburse, to the fullest extent permitted by law, each Stockholder, and each of its employees, advisors, agents, representatives, partners, officers, and directors and each Person who controls such Stockholder and any agent or investment advisor thereof (collectively, the “Stockholder Affiliates”) against any and all losses, claims, damages, liabilities and expenses, joint or several, based upon, arising out of, related to or resulting from any untrue or alleged untrue statement of a material fact contained in the Registration Statement, or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same arises out of, relates to, results from or is eligible based upon information furnished in writing to Martek by such Stockholder or any Stockholder Affiliate for use therein or arise from such formStockholder’s or any Stockholder Affiliate’s failure to deliver a copy of the Registration Statement after Martek has furnished such Stockholder or Stockholder Affiliate with a sufficient number of copies of the same. (c) under Rule 415 To the fullest extent permitted by law, each Stockholder will indemnify Martek and its employees, advisors, agents, representatives, partners, directors and officers and any Person who controls Martek within the meaning of Section 15 of the Securities Act (a "Registration Statement") or any similar rule that may be adopted by the Commission, with respect to all Section 20 of the REIT Shares that may be issued upon redemption Exchange Act against any and all losses, claims, damages, liabilities, and expenses resulting from any untrue statement or alleged untrue statement of such Partnership Units pursuant to Section 8.05 hereof ("Redemption Shares"). The General Partner will use its best efforts to have a material fact contained in the Registration Statement declared effective under or any omission or alleged omission of a material fact required to be stated therein or necessary to make the Securities Act. The General Partner need statements therein not file a separate misleading, but only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission is contained in, arises out of, relates to, results from or is based upon any information or affidavit so furnished in writing by such Stockholder or any Stockholder Affiliates specifically for inclusion in the Registration Statement; provided, that the obligation to indemnify will be several, not joint and several, among such Stockholders and the liability of each such Stockholder will be in proportion to the portion of the total proceeds received from the sale of shares pursuant to the Registration Statement, but may file one and provided further that such liability will be limited to the net amount received by the Stockholder from the sale of Martek Common Stock pursuant to the Registration Statement covering Redemption Shares issuable Statement; provided, however, that such Stockholder shall not be liable in any such case to more than one Limited Partner. The General Partner further agrees the extent that prior to supplement or make amendments to each the effective date of the Registration Statement, if required by such Stockholders have furnished in writing to Martek information expressly for use in the rules, regulations Registration Statement which corrected or instructions applicable made not misleading information previously furnished to the registration form utilized by the General Partner or by the Securities Act or rules and regulations thereunder for such Registration StatementMartek. (bd) If a Registration Statement under subsection (a) above is not available under the securities laws or the rules In connection with any registration of the Commission, or if required to permit the resale of Redemption Shares by "Affiliates" (as defined in the Securities Act), upon the written request of any Limited Partner holding at least 20,000 Partnership Units, the General Partner agrees to file with the Commission a Registration Statement covering the resale of Redemption Shares by Affiliates or others whose Redemption Shares are not covered by a Registration Statement filed Martek Common Stock pursuant to subsection (a) abovethis Agreement, provided that the General Partner is furnished Martek will pay all information expenses incident to its performance of or compliance with respect to holders this Section 5.5 including, without limitation, all registration, filing and National Association of Redemption Shares required to complete such Registration Statement Securities Dealers fees, fees and have it declared effective by the Commission. The General Partner will use its best efforts to have the Registration Statement declared effective under the Securities Act. The General Partner need not file a separate Registration Statementexpenses of compliance with federal or state securities laws, but may file one Registration Statement covering Redemption Shares issuable to more than one Limited Partner. The General Partner further agrees to supplement or make amendments to each Registration Statement, if required by the rules, regulations or instructions applicable to the registration form utilized by the General Partner or by the Securities Act or rules printing expenses and regulations thereunder fees and disbursements of counsel for such Registration StatementMartek and all independent public accountants.

Registration. Subject to the terms of any agreement between the General Partner and one or more Limited Partners The Company shall file a registration statement with respect to Partnership Units held by them: (a) Shelf each Demand Registration of the Common Stock. Within two weeks prior or subsequent to the first date upon which the Partnership Units owned by any Limited Partner may be redeemed (or such later date as may be permitted under applicable provisions of the Securities Act), the General Partner agrees to file with the Commission a shelf registration statement on Form S-3 (if the General Partner is eligible to use such form) under Rule 415 of the Securities Act (a "Registration Statement") or any similar rule that may be adopted by the Commission, with respect to all of the REIT Shares that may be issued upon redemption of such Partnership Units pursuant to Section 8.05 hereof ("Redemption Shares"). The General Partner will and use its best efforts to cause the same to be declared effective as promptly as practicable following such Demand, but not later than one hundred twenty (120) days thereafter. Unless all of the Registrable Purchaser Shares or Registrable Investor Shares, as applicable, covered by the registration statement have earlier been sold or withdrawn from sale, the Company shall keep any such Registration Statement effective for a period of at least one hundred eighty (180) days after such registration statement is first declared effective plus a period equal to (x) any period during which the Selling Holders are prohibited from making sales because of any stop order, injunction or other order or requirement of the Commission or any other governmental agency or court plus (y) any Demand Suspension Period (as defined below) plus (z) any holdback period pursuant to Section 4.6 that occurs while the registration statement is effective (the “Demand Period”) and a registration will not count as a Demand Registration unless it is declared effective by the Commission and remains effective until the earlier of such time as all of the Registrable Purchaser Shares or Registrable Investor Shares, as applicable, included in such registration have been sold or disposed of or withdrawn from sale by the Selling Holders or the expiration of the Demand Period or, if the registration remains effective for a shorter period, the Selling Holders have sold at least eighty percent (80%) of their Registrable Purchaser Shares or Registrable Investor Shares, as applicable, included in such Demand Registration. In addition, a request for registration shall not be deemed to constitute a Demand Registration if: (i) the conditions to closing specified in the underwriting agreement or other such agreement entered into in connection with such Demand Registration are not satisfied other than by reason of some act or omission by the Purchaser Holders or the GSMP Holders, as applicable, that are Selling Holders; (ii) the Company voluntarily takes any action that would result in the Selling Holders not being able to sell such Registrable Shares covered thereby during the Demand Period; (iii) after it has become effective, such Demand Registration becomes subject to any stop order, injunction or other order or requirement of the Commission or other governmental agency or court and such order, injunction or requirement is not promptly withdrawn or lifted, and such Demand Registration has not otherwise remained effective for the Demand Period (including effective periods both before and after the order, injunction or requirement is made or imposed); or (iv) such Demand Registration does not involve an underwritten offering and the Purchaser Holders or the Investor Holders, as applicable, that are Selling Holders determine not to proceed following any delay imposed hereunder by the Company; provided, however, that prior to such a delay under this clause (iv), the Securities ActPurchaser Holders or the Investor Holders, as applicable, that are Selling Holders have not sold more than eighty percent (80%) of the Registrable Purchaser Shares or Registrable Investor Shares, as applicable, included in such Demand Registration. Notwithstanding the foregoing, the Company may, at any time, delay the filing or delay or suspend the effectiveness of the Demand Registration or, without suspending such effectiveness, instruct the Selling Holders not to sell any securities included in the Demand Registration, if the Company shall have determined in good faith (as evidenced by a Board resolution delivered to the Selling Holders) that proceeding with the Demand Registration at such time may have a material adverse effect on the Company or the Company shall have determined upon the advice of counsel that it would be required to disclose any actions taken by the Company in good faith and for valid business reasons, including without limitation, the acquisition or divestiture of assets, which disclosure may have a material adverse effect on the Company or on such actions (a “Demand Suspension Period”), by providing the Selling Holders with written notice of such Demand Suspension Period and the reasons therefor. The General Partner need not file Company shall use its best efforts to provide such notice at least ten (10) days prior to the commencement of such a separate Registration StatementDemand Suspension Period; provided, but may file however, that in any event the Company shall provide such notice no later than the commencement of such Demand Suspension Period; and provided, further, that in no event shall the Demand Suspension Periods exceed one Registration Statement covering Redemption Shares issuable to more than one Limited Partnerhundred twenty (120) days in any three hundred sixty (360) day period. The General Partner Company further agrees to supplement or make amendments amend such registration statement with respect to each Registration Statementsuch Demand Registration, if as required by the rules, regulations or instructions applicable to the registration form utilized by the General Partner Company or by the instructions applicable to such registration form or by the Securities Act for the registration of securities or rules and regulations thereunder for such Registration Statement. as reasonably requested (b) If a Registration Statement under subsection (a) above is not available under the securities laws or the rules of the Commission, or if required to permit the resale of Redemption Shares by "Affiliates" (as defined which request shall result in the Securities Act)filing of a supplement or amendment subject to approval thereof by the Company, upon which approval shall not be unreasonably withheld) by any Selling Holder or any managing underwriter of Registrable Shares to which such Demand Registration relates, and the written request Company agrees to furnish to the Selling Holders (and any managing underwriter) copies, in substantially the form proposed to be used and/or filed, of any Limited Partner holding at least 20,000 Partnership Units, the General Partner agrees such supplement or amendment prior to file its being used and/or filed with the Commission a Registration Statement covering the resale of Redemption Shares by Affiliates or others whose Redemption Shares are not covered by a Registration Statement filed pursuant to subsection (a) above, provided that the General Partner is furnished all information with respect to holders of Redemption Shares required to complete such Registration Statement and have it declared effective by the Commission. The General Partner will use its best efforts to have the Registration Statement declared effective under the Securities Act. The General Partner need not file a separate Registration Statement, but may file one Registration Statement covering Redemption Shares issuable to more than one Limited Partner. The General Partner further agrees to Company shall amend or supplement or make amendments to each Registration Statement, if required by the rules, regulations or instructions applicable to the registration form utilized statement with respect to such Demand Registration no less frequently than every forty-five (45) days to update the list of Selling Holders pursuant to written requests by the General Partner or by the Securities Act or rules and regulations thereunder for such Registration StatementHolders.

Registration. Subject The Company shall prepare and file or cause to the terms of any agreement between the General Partner be prepared and one or more Limited Partners filed with respect to Partnership Units held by them: (a) Shelf Registration of the Common Stock. Within two weeks prior or subsequent to the first date upon which the Partnership Units owned by any Limited Partner may be redeemed (or such later date as may be permitted under applicable provisions of the Securities Act)and Exchange Commission (“SEC”) no later than ninety (90) days after the Closing, the General Partner agrees to file with the Commission a shelf registration statement (the “Registration Statement”) including the prospectus, amendments and supplements to such registration statement, including all exhibits and all materials incorporated by reference or explicitly deemed to be incorporated by reference in such registration statement, for an offering to be made on Form S-3 (if the General Partner is eligible a delayed or continuous basis pursuant to use such form) under Rule 415 of the Securities Act (a "Registration Statement") or any similar rule that may be adopted registering the resale from time to time by the Commission, with respect to all Warrantholders of the REIT Shares that may be Common Stock issued or issuable upon redemption exercise of such Partnership Units pursuant to Section 8.05 hereof the Warrants (“the "Redemption Shares"Registrable Securities”). The General Partner will Registration Statement shall be on an appropriate form permitting registration of such securities for resale by such Warrantholders in accordance with the methods of distribution elected by the Warrantholders and set forth in the Registration Statement. The Company shall use its best commercially reasonable efforts to have cause the Registration Statement to be declared effective under the Securities Act. The General Partner need not file a separate Registration Statement, but may file one Registration Statement covering Redemption Shares issuable to more Act no later than one Limited Partner. The General Partner further agrees to supplement or make amendments to each Registration Statement, if required by the rules, regulations or instructions applicable to the registration form utilized by the General Partner or by the Securities Act or rules and regulations thereunder for such Registration Statement. six (b6) If a Registration Statement under subsection (a) above is not available under the securities laws or the rules month anniversary of the CommissionClosing, or if required and to permit the resale of Redemption Shares by "Affiliates" (as defined in the Securities Act), upon the written request of any Limited Partner holding at least 20,000 Partnership Units, the General Partner agrees to file with the Commission a Registration Statement covering the resale of Redemption Shares by Affiliates or others whose Redemption Shares are not covered by a Registration Statement filed pursuant to subsection (a) above, provided that the General Partner is furnished all information with respect to holders of Redemption Shares required to complete keep such Registration Statement and have it declared effective by the Commission. The General Partner will use its best efforts to have the Registration Statement declared continuously effective under the Securities Act. The General Partner need not file a separate Registration Statement, but may file one Act until the earlier of: (i) the second anniversary of the date hereof and (ii) such date as all securities registered on such Registration Statement covering Redemption Shares issuable have been resold (the earlier to occur of (i) and (ii) is the “Effectiveness Termination Date”); provided, however, that the Company may suspend sales of Common Stock pursuant to such Registration Statement for a period of not more than one Limited Partner. The General Partner hundred twenty (120) days in the aggregate for all cases in which it determines in good faith that such Registration Statement contains or may contain an untrue statement of material fact or omits or may omit to state a material fact required to be stated therein or necessary to make the statement therein not misleading; provided further agrees to supplement or make amendments to each Registration Statement, if required by the rules, regulations or instructions applicable and subject to the registration form utilized by provisions of this Section 7.1(a)(i), the General Partner or by the Securities Act or rules and regulations thereunder for Company shall promptly amend such Registration StatementStatement in order to correct any untrue statement and/or ensure that such Registration Statement is not misleading. At the time the Registration Statement is declared effective, each Warrantholder shall be named as a selling securityholder in the Registration Statement and the related prospectus in such a manner as to permit such Warrantholder to deliver such prospectus to purchasers of registered securities in accordance with applicable law.

Registration. Subject to the terms of any agreement between the General Partner and one or more Limited Partners with respect to Partnership Units held by them: (a) Shelf Registration of the Common Stock. Within two weeks prior or subsequent to the first date upon which the Partnership Units owned by any Limited Partner may be redeemed (or such later date As promptly as may be permitted under applicable provisions of the Securities Act)possible, the General Partner agrees to file with the Commission a shelf registration statement on Form S-3 (if the General Partner is eligible to use such form) under Rule 415 of the Securities Act (a "Registration Statement") or any similar rule that may be adopted by the Commission, with respect to all of the REIT Shares that may be issued upon redemption of such Partnership Units pursuant to Section 8.05 hereof ("Redemption Shares"). The General Partner will use its best efforts to have the Registration Statement declared effective under the Securities Act. The General Partner need not file a separate Registration Statement, but may file one Registration Statement covering Redemption Shares issuable to more than one Limited Partner. The General Partner further agrees to supplement or make amendments to each Registration Statement, if required by the rules, regulations or instructions applicable to the registration form utilized by the General Partner or by the Securities Act or rules Company shall prepare and regulations thereunder for such Registration Statement. (b) If a Registration Statement under subsection (a) above is not available under the securities laws or the rules of the Commission, or if required to permit the resale of Redemption Shares by "Affiliates" (as defined in the Securities Act), upon the written request of any Limited Partner holding at least 20,000 Partnership Units, the General Partner agrees to file with the Commission a Registration Statement covering the resale of Redemption Shares all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3. (b) The Company shall use all commercially reasonable efforts to cause the Registration Statement to be filed with the Commission by Affiliates the Filing Date, and declared effective on or others whose Redemption Shares before the Required Effectiveness Date. The Company shall use all commercially reasonable efforts to keep the Registration Statement continuously effective under the Securities Act from the date such Registration Statement becomes effective until the later of (i) the first anniversary of the Effective Date or such earlier date when all Registrable Securities have been resold under such Registration Statement, and (ii) the date on which all Registrable Securities may be resold without restriction or limitation under the federal securities laws or may be sold pursuant to paragraph (k) of Rule 144 (the "EFFECTIVENESS PERIOD"). (c) The Company shall notify each Purchaser in writing promptly (and in any event within one Business Day) after receiving notification from the Commission that the Registration Statement has been declared effective. (d) As long as the occurrence of any Event (as defined below) was not a result of a Purchaser's actions or failure to act (including the failure to provide needed information to the Company), on every monthly anniversary of any Event until the applicable Event is cured, as partial relief for the damages suffered therefrom by the Purchasers (which remedy shall not be exclusive of any other remedies available under this Agreement, at law or in equity), the Company shall pay to each Purchaser an amount in cash, as liquidated damages and not as a penalty, equal to 1.0% of the aggregate purchase price paid by such Purchaser hereunder for every month, prorated for any partial month. The payments to which a Purchaser shall be entitled pursuant to this Section 6.1(d) are referred to herein as "EVENT PAYMENTS." Any Event Payments payable pursuant to the terms hereof shall apply on a pro-rata basis for any portion of a month prior to the cure of an Event. For such purposes, each of the following shall constitute an "EVENT": (i) the Registration Statement is not declared effective by the Required Effectiveness Date, except if the Registration Statement has not been declared effective as a result of a Purchaser's actions or failure to act (including the failure to provide needed information to the Company); (ii) subject to Section 6.1(e), after the Effective Date, a Purchaser is not permitted to sell Registrable Securities under the Registration Statement (or a subsequent Registration Statement filed in replacement thereof) for any reason (other than for any reason that is within the control of such Purchaser) for 20 consecutive Business Days, unless such Purchaser may sell the Registrable Securities pursuant to Rule 144(k); (iii) after the Effective Date, any Registrable Securities covered by such Registration Statement are not covered by listed on an Eligible Market directly or indirectly due to an action or inaction of the Company, except if such action or inaction is a result of a Purchaser's actions or failure to act (including the failure to provide needed information to the Company); or (iv) the Common Stock is not listed or quoted, or is suspended from trading, on an Eligible Market for a period of five consecutive Trading Days. (e) The Company shall not, prior to the Effective Date of the Registration Statement, prepare and file with the Commission a registration statement (other than a Registration Statement filed pursuant on a Form S-4 or S-8) relating to subsection (a) above, provided that an offering for its own account or the General Partner is furnished all information with respect to holders account of Redemption Shares required to complete such Registration Statement and have it declared effective by the Commission. The General Partner will use its best efforts to have the Registration Statement declared effective others under the Securities Act. The General Partner need not file a separate Registration Statement, but may file one Registration Statement covering Redemption Shares issuable to more than one Limited Partner. The General Partner further agrees to supplement or make amendments to each Registration Statement, if required by the rules, regulations or instructions applicable to the registration form utilized by the General Partner or by the Securities Act or rules and regulations thereunder for such Registration Statementof any of its equity securities.

Registration. Subject (i) In the event that Newco or BioMarin Nova Scotia determines to deliver its Redemption Price or Redemption Call Purchase Price (as such terms are defined in the Exchangeable Shares Terms) by issuing BioMarin Common Shares to the terms of any agreement between the General Partner and one or more Limited Partners with respect to Partnership Units held by them: (a) Shelf Registration Company Shareholders pursuant Section 5.3 of the Common Stock. Within two weeks prior Exchangeable Shares Terms, such issuance shall occur pursuant to an exemption from registration or subsequent pursuant to the first date upon which the Partnership Units owned by any Limited Partner may be redeemed (or such later date as may be permitted an effective registration statement under applicable provisions of the Securities Act. If such shares are issued pursuant to an exemption from registration under the Securities Act, then within fifteen (15) days after the Redemption Date (as defined in the Exchangeable Shares Terms), the General Partner agrees to BioMarin shall prepare and file with the Commission a shelf registration statement on Form S-3 under the Securities Act, covering the resale of such BioMarin Common Shares and shall use its commercially reasonable efforts to cause such registration statement to become effective as expeditiously as possible and to remain effective until the earliest to occur of (if i) the General Partner is eligible to use such formdate the BioMarin Common Shares covered thereby have been sold, (ii) the date by which all BioMarin Common Shares covered thereby may be sold under Rule 415 144 without restriction as to volume, or (iii) the date which is the twenty-fourth month anniversary of such Redemption Date. (ii) Following the effectiveness of a registration statement filed pursuant to this section, BioMarin may, at any time, suspend the effectiveness of such registration for up to sixty (60) days, as appropriate (a "Suspension Period"), by giving notice to the Company Shareholders, if BioMarin shall have determined that BioMarin may be required to disclose any material corporate development which disclosure may have a material adverse effect on BioMarin or any of its Subsidiaries. (iii) When BioMarin files a registration statement with respect to BioMarin Common Shares under the Securities Act pursuant to Section 2.6(b), BioMarin will, at its expense, as expeditiously as possible: (1) In accordance with the Securities Act and the rules and regulations of the SEC, prepare and file in accordance with Section 2.6(b), with the SEC a "Registration Statement") or any similar rule that may be adopted by the Commission, registration statement with respect to all such BioMarin Common Shares and use its commercially reasonable efforts to cause such registration statement to become and remain effective for the period described in Section 2.6(b)(i), and prepare and file with the SEC such amendments to such registration statement and supplements to the prospectus contained therein as may be necessary to keep such registration statement effective for such period; (2) Furnish to the Persons participating in such registration such reasonable number of copies of the REIT Shares that registration statement, preliminary prospectus, final prospectus and such other documents as such Persons may reasonably request in order to facilitate the public offering of such BioMarin Common Shares; (3) Notify such Persons participating in the registration, promptly after it shall receive notice thereof, of the date and time when such registration statement and each post-effective amendment thereto has become effective or a supplement to any prospectus forming a part of such registration statement has been filed; (4) Notify such Persons participating in the registration promptly of any request by the SEC for the amending or supplementing of such registration statement or prospectus or for additional information; (5) Prepare and promptly file with the SEC, and promptly notify such Persons participating in the registration of the filing of, such amendments or supplements to such registration statement or prospectus as may be issued upon redemption necessary to correct any statements or omissions if, at the time when a prospectus relating to such securities is required to be delivered under the Securities Act, any event has occurred as the result of which any such prospectus or any other prospectus as then in effect would include an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and (6) Advise such Persons participating in the registration, promptly after it shall receive notice or obtain Knowledge thereof, of the issuance of any stop order by the SEC suspending the effectiveness of such Partnership Units pursuant to Section 8.05 hereof ("Redemption Shares"). The General Partner will registration statement or the initiation or threatening of any proceeding for that purpose and promptly use its best efforts to have prevent the Registration Statement declared effective under the Securities Act. The General Partner need not file a separate Registration Statement, but may file one Registration Statement covering Redemption Shares issuable issuance of any stop order or to more than one Limited Partner. The General Partner further agrees to supplement or make amendments to each Registration Statement, obtain its withdrawal if required by the rules, regulations or instructions applicable to the registration form utilized by the General Partner or by the Securities Act or rules and regulations thereunder for such Registration Statementstop order should be issued. (biv) If a Registration Statement under subsection (a) above is not available under With respect to any registration effected pursuant to this section, all fees, costs and expenses of and incidental to such registration shall be borne by BioMarin; provided, however, that, the securities laws or the rules of the Commission, or if required to permit the resale of Redemption Shares by "Affiliates" (as defined Persons participating in the Securities Act), upon the written request of any Limited Partner holding at least 20,000 Partnership Units, the General Partner agrees to file with the Commission a Registration Statement covering the resale of Redemption Shares by Affiliates or others whose Redemption Shares are not covered by a Registration Statement filed pursuant to subsection (a) above, provided that the General Partner is furnished registration shall bear their own legal fees and all information with respect to holders of Redemption Shares required to complete such Registration Statement underwriting discounts and have it declared effective by the Commission. The General Partner will use its best efforts to have the Registration Statement declared effective under the Securities Act. The General Partner need not file a separate Registration Statement, but may file one Registration Statement covering Redemption Shares issuable to more than one Limited Partner. The General Partner further agrees to supplement or make amendments to each Registration Statement, if required by the rules, regulations or instructions applicable to the registration form utilized by the General Partner or by the Securities Act or rules and regulations thereunder for such Registration Statementcommissions.

Registration. Subject to the terms of any agreement between the General Partner and one or more Limited Partners with respect to Partnership Units held by them: (a) Shelf Registration of the Common Stock. Within two weeks On or prior or subsequent to the first date upon which the Partnership Units owned by any Limited Partner may be redeemed (or such later date as may be permitted under applicable provisions of the Securities Act)Filing Date, the General Partner agrees to file with the Commission a shelf registration statement on Form S-3 (if the General Partner is eligible to use such form) under Rule 415 of the Securities Act (a "Registration Statement") or any similar rule that may be adopted by the Commission, with respect to all of the REIT Shares that may be issued upon redemption of such Partnership Units pursuant to Section 8.05 hereof ("Redemption Shares"). The General Partner will use its best efforts to have the Registration Statement declared effective under the Securities Act. The General Partner need not file a separate Registration Statement, but may file one Registration Statement covering Redemption Shares issuable to more than one Limited Partner. The General Partner further agrees to supplement or make amendments to each Registration Statement, if required by the rules, regulations or instructions applicable to the registration form utilized by the General Partner or by the Securities Act or rules Company shall prepare and regulations thereunder for such Registration Statement. (b) If a Registration Statement under subsection (a) above is not available under the securities laws or the rules of the Commission, or if required to permit the resale of Redemption Shares by "Affiliates" (as defined in the Securities Act), upon the written request of any Limited Partner holding at least 20,000 Partnership Units, the General Partner agrees to file with the Commission a Registration Statement covering all Registrable Securities (which Registrable Securities shall include 3,000,000 shares of Common Stock or such other number of shares agreed to by the resale of Redemption Shares by Affiliates or others whose Redemption Shares are not covered by parties to the Purchase Agreement) for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement filed pursuant to subsection (a) above, provided that the General Partner is furnished all information with respect to holders shall be on Form S-3 or another appropriate form permitting registration of Redemption Shares required to complete such Registration Statement and have it declared effective Registrable Securities for resale by the CommissionHolders in the manner or manners designated by them (including, without limitation, public or private sales and one or more underwritten offerings). The General Partner will Company shall use its best efforts to have cause the Registration Statement to be declared effective under the Securities Act. The General Partner need not file a separate Registration StatementAct as promptly as practicable after the filing thereof, but may file one in any event prior to the Effectiveness Date, and to keep such Registration Statement covering Redemption Shares issuable to more than one Limited Partner. The General Partner further agrees to supplement or make amendments to each Registration Statement, if required by the rules, regulations or instructions applicable to the registration form utilized by the General Partner or by continuously effective under the Securities Act until the date which is three years after the Closing Date or rules and regulations thereunder for such earlier date when all Registrable Securities covered by such Registration StatementStatement have been sold or may be sold pursuant to Rule 144 as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Holders, to such effect (the "Effectiveness Period"); provided, however, that the Company shall not be deemed to have used its best efforts to keep the Registration Statement effective during the Effectiveness Period if it voluntarily takes any action that would result in the Holders not being able to sell the Registrable Securities covered by such Registration Statement during the Effectiveness Period, unless such action is required under applicable law or the Company has filed a post-effective amendment to the Registration Statement and the Commission has not declared it effective. (b) If the Holders of a majority of the Registrable Securities so elect, an offering of Registrable Securities pursuant to the Registration Statement may be effected in the form of an underwritten offering. In such event, and if the managing underwriters advise the Company and such Holders in writing that in their opinion the amount of Registrable Securities proposed to be sold in such offering exceeds the amount of Registrable Securities which can be sold in such offering, there shall be included in such underwritten offering the amount of such Registrable Securities which in the opinion of such managing underwriters can be sold, and such amount shall be allocated pro rata among the Holders proposing to sell Registrable Securities in such underwritten offering. (c) If any of the Registrable Securities are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering will be selected by the Holders of a majority of the Registrable Securities included in such offering and shall be approved by the company, which approval shall not be unreasonably withheld. No Holder may participate in any underwritten offering hereunder unless such Person (i) agrees to sell its Registrable Securities on the basis provided in any underwriting agreements approved by the Persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such arrangements.

Registration. Subject to the terms of any agreement between the General Partner and one or more Limited Partners with respect to Partnership Units held by them: (a) Shelf Registration of the Common Stock. Within two weeks On or prior or subsequent to the first date upon which the Partnership Units owned by any Limited Partner may be redeemed (or such later date as may be permitted under applicable provisions of the Securities Act)each Filing Date, the General Partner agrees to file with the Commission a shelf registration statement on Form S-3 (if the General Partner is eligible to use such form) under Rule 415 of the Securities Act (a "Registration Statement") or any similar rule that may be adopted by the Commission, with respect to all of the REIT Shares that may be issued upon redemption of such Partnership Units pursuant to Section 8.05 hereof ("Redemption Shares"). The General Partner will use its best efforts to have the Registration Statement declared effective under the Securities Act. The General Partner need not file a separate Registration Statement, but may file one Registration Statement covering Redemption Shares issuable to more than one Limited Partner. The General Partner further agrees to supplement or make amendments to each Registration Statement, if required by the rules, regulations or instructions applicable to the registration form utilized by the General Partner or by the Securities Act or rules Company shall prepare and regulations thereunder for such Registration Statement. (b) If a Registration Statement under subsection (a) above is not available under the securities laws or the rules of the Commission, or if required to permit the resale of Redemption Shares by "Affiliates" (as defined in the Securities Act), upon the written request of any Limited Partner holding at least 20,000 Partnership Units, the General Partner agrees to file with the Commission a Registration Statement covering the resale of Redemption Shares by Affiliates or others whose Redemption Shares are not covered by 130% of the Registrable Securities on such Filing Date for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement filed pursuant shall be on Form S-1 (except if the Company is then eligible to subsection register for resale the Registrable Securities on Form SB-2, in which case such registration shall be on Form SB-2 or another appropriate form in accordance herewith) and shall contain (aunless otherwise directed by at least an 85% majority in interest of the Holders) abovesubstantially the "Plan of Distribution" attached hereto as Annex A. -------------------- ------- Subject to the terms of this Agreement, provided that the General Partner is furnished all information with respect to holders of Redemption Shares required to complete such Registration Statement and have it declared effective by the Commission. The General Partner will Company shall use its best efforts to have the cause a Registration Statement to be declared effective under the Securities Act. The General Partner need not file a separate Registration StatementAct as promptly as possible after the filing thereof, but may file one in any event prior to the applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement covering Redemption Shares issuable to more than one Limited Partner. The General Partner further agrees to supplement or make amendments to each Registration Statement, if required by the rules, regulations or instructions applicable to the registration form utilized by the General Partner or by continuously effective under the Securities Act for a period of two (2) years from the Effectiveness Date (the "Effectiveness ------------- Period"). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. (New York City time) on a Trading Day. The Company shall immediately notify the Holders via facsimile of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of a Registration Statement. The Company shall, by 9:30 a.m. (New York City time) on the Trading Day after the Effective Date (as defined in the Purchase Agreement), file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holder within 1 Trading Day of such notification of effectiveness or rules failure to file a final Prospectus as aforesaid shall be deemed an Event under Section 2(b). (b) If: (i) a Registration Statement is not filed on or prior to its Filing Date (if the Company files a Registration Statement without affording the Holders the opportunity to review and regulations thereunder comment on the same as required by Section 3(a), the Company shall not be deemed to have satisfied this clause (i)), or (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within 5 Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not be subject to further review, or (iii) prior to its Effectiveness Date, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration StatementStatement within 15 Trading Days after the receipt of comments by or notice from the Commission that such amendment is required in order for a Registration Statement to be declared effective, or (iv) a Registration Statement filed or required to be filed hereunder is not declared effective by the Commission by its Effectiveness Date, or (v) after the Effectiveness Date, a Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities for which it is required to be effective, or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities for more than 10 consecutive calendar days or more than an aggregate of 15 calendar days during any 12-month period (which need not be consecutive calendar days) (any such failure or breach being referred to as an "Event", and for purposes of clause (i) or (iv) the date on which such Event ----- occurs, or for purposes of clause (ii) the date on which such 5 Trading Day period is exceeded, or for purposes of clause (iii) the date which such 10 calendar day period is exceeded, or for purposes of clause (v) the date on which such 10 or 15 calendar day period, as applicable, is exceeded being referred to as "Event Date"), then in addition to any other rights the Holders may have ----------- hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to 1.5% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any Registrable Securities then held by such Holder, subject to an overall limit of up to 15 months of partial liquidated damages. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within 7 days after the date payable, the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the cure of an Event.