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. (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 any Registration Statement that has been declared effective shall begin on the date hereof and continue until the earlier of (i) the date on which the Investor has sold all of the Registrable Securities, (ii) the date of termination of the Purchase Agreement if as of such termination date the Investor holds no Registerable Securities and (iii) the date on which all of the Registrable Securities have been sold or may be sold without any restriction 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 (the “Registration Period”). (b) Subject to the terms and conditions 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 Company shall (i) as soon as practicable, but in no case later than the Filing Deadline, prepare and file with the Commission a shelf registration statement SEC an initial Registration Statement on Form S-3 (or, if the General Partner Company is eligible not then eligible, on Form S-1) or any successor form thereto covering the resale by the Investor of the maximum number of Registrable Securities as shall be permitted to use be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such form) Registrable Securities by the Investor under Rule 415 of the Securities Act at then prevailing market prices (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"and not fixed prices). The General Partner will Registration Statement shall contain “Selling Stockholders” and “Plan of Distribution” sections. The Company shall use its best efforts to have the Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the Effectiveness Deadline. By 9:30 am, Eastern Time, on the Business Day 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 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 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 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 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 As soon as possible following the terms of any agreement between Closing Date (but not later than 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 ActFiling Deadline), the General Partner agrees to Company shall prepare and file with the Commission a shelf registration statement “shelf” Registration Statement covering all Registrable Securities for a secondary or resale offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3 (or if such form is not available to the General Partner is eligible to use Company on another form appropriate for 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"registration in accordance herewith). 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 Act not file a separate Registration Statement, but may file one Registration Statement covering Redemption Shares issuable to more later than one Limited Partner. The General Partner further agrees to supplement or make amendments to each Registration Statement, if required by hundred (100) days after 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. Closing Date (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 including filing with the Commission a Registration Statement covering request for acceleration of effectiveness in accordance with Rule 461 promulgated under the resale Securities Act within five (5) Business Days of Redemption Shares the date that the Company is notified (orally or in writing, whichever is earlier) by Affiliates or others whose Redemption Shares are not covered by the Commission that a Registration Statement filed pursuant will not be “reviewed,” or not be subject to subsection (afurther review) above, provided that the General Partner is furnished all information with respect and 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 such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement covering Redemption Shares issuable have been sold or (y) the date on which all Registrable Securities may be sold without any restriction 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 to the registration form utilized by Company pursuant to a written opinion letter, addressed to the General Partner or by Company’s transfer agent to such effect (the “Effectiveness Period”). Upon the initial filing thereof and upon the filing of any pre-effective amendment thereto, the Registration Statement shall cover all of the Shares and 115% of the shares of Common Stock for issuance upon the exercise of the Warrants. If the Commission informs the Company that it will not allow the Registration Statement to cover at least 115% of the shares of Common Stock for issuance upon the exercise of the Warrants, then the Registration Statement shall cover the highest percentage of such Common Stock that the Commission will allow. Such Registration Statement also shall cover, to the extent allowable under the Securities Act and the Rules promulgated thereunder (including Securities Act Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or rules and regulations thereunder for such Registration Statementsimilar transactions with respect to the Registrable Securities.

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 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 Upon the written request of ▇▇▇▇▇▇▇ at any time on or after the six-month anniversary of the Common Stock. Within two weeks prior or subsequent to Closing Date, (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“Registration Notice”), the General Partner agrees to Stratus shall, within sixty days of its receipt of such Registration Notice, file with the Commission SEC a shelf registration statement Registration Statement on Form S-3 (if the General Partner or such other form as is eligible then available to use such form) under Rule 415 Stratus to effect a registration for resale of the Securities Act (a "Registration Statement"Registrable Securities) or any similar rule that may be adopted by covering the Commission, with respect to all resale of the REIT Shares that may be issued upon redemption Registrable Securities. Any Registration Statement shall provide for the resale of such Partnership Units Registrable Securities pursuant to Section 8.05 hereof ("Redemption Shares")any method or combination of methods legally available to, and requested by, ▇▇▇▇▇▇▇. The General Partner will If such Registration Statement is not automatically effective upon filing, then Stratus shall use its best commercially reasonable efforts to have cause such Registration Statement to be declared effective not later than 240 days following Stratus' receipt of 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 StatementNotice. (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 Stratus shall use its commercially reasonable efforts 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 cause a Registration Statement filed pursuant to subsection this Section 2.1 to be effective, supplemented, amended and replaced to the extent necessary to ensure that it is available for the resale of all Registrable Securities by ▇▇▇▇▇▇▇ until the earliest date on which any of the following occurs: (ai) above, provided that the General Partner is furnished all information with respect to holders of Redemption Shares required to complete Registrable Securities covered by such Registration Statement have ceased to be Registrable Securities and have it declared effective by (ii) there are no longer any Registrable Securities outstanding (the Commission“Effectiveness Period”). The General Partner will use its best efforts Subject to have Section 2.2, upon the occurrence of any event that would cause the Registration Statement or the prospectus contained therein (i) to contain an untrue statement of material fact or omit to state any material fact necessary to make the statements therein not misleading or (ii) not to be effective and usable for the resale of all or part of the Registrable Securities by ▇▇▇▇▇▇▇, Stratus shall promptly file an appropriate amendment to the Registration Statement curing such defect, and, if SEC review is required, use its commercially reasonable efforts to cause such amendment to be declared effective as soon as practicable. Stratus shall prepare and file with the SEC such amendments and post-effective amendments to the Registration Statement as may be necessary to keep such Registration Statement effective during the Effectiveness Period; cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act. The General Partner need , and to comply fully with the rules and regulations under the Securities Act in a timely manner; and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by the Registration Statement during the Effectiveness Period. (c) Subject to Section 2.2, a Registration Statement when effective will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not file contain an untrue statement of a separate material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (and, in the case of any prospectus contained in such Registration Statement, but may file one in the light of the circumstances under which a statement is made). As soon as practicable following the date that a 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 Statementbecomes effective, if required by but in any event within two (2) Business Days of such date, Stratus shall provide ▇▇▇▇▇▇▇ with written notice of 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 effectiveness of 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 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 Registration of The Company shall, as soon as practicable, but in no event later than March 31, 2016 (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 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 are not covered by all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. Such Registration Statement filed pursuant shall be on Form F-3 (or, if Form F-3 is not then available to subsection the Company, on such form of Registration Statement as is then available to effect a registration for resale of the Registrable Securities). The Company shall use its best efforts (ai) 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 CommissionSEC under the Securities Act (unless it becomes effective automatically upon filing) as promptly as possible after the filing thereof, and shall respond to any comments received from the SEC within ten (10) Business Days, and (ii) to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date on which all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 (the “Effective Period”). The General Partner Such Registration Statement shall not include any Ordinary Shares or other securities for the account of any other holder without the prior written consent of Investor. Notwithstanding the registration obligations set forth in this Section 8.16, if the SEC informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415 under the Securities Act, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each Holder and use its best efforts to file amendments to the Registration Statement as required by the SEC and/or (ii) withdraw the Registration Statement and file a new Registration Statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the SEC, on Form F-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, the Company shall be obligated to use its best efforts to advocate with the SEC for the registration of all of the Registrable Securities in accordance with any publicly-available written or oral guidance, comments, requirements or requests of the SEC’s staff (“Commission Guidance”). In the event the Company amends the Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its best efforts to file with the SEC, as promptly as allowed by the SEC or Commission Guidance, one or more Registration Statements on Form F-3 or such other forms available to register for resale those Registrable Securities that were not registered for resale on the Registration Statement, as amended, or the New Registration Statement (the “Additional Registration Statements”). For purposes of this Agreement, the filing deadline of a New Registration Statement and an Additional Registration Statement shall be the tenth (10th) day after the date that the Company is allowed to file such New Registration Statement or Additional Registration Statement, as applicable, by the SEC or Commission Guidance. (b) Subject to the requirements of Section 8.16(a) regarding the Filing Deadline, whenever required to effect the registration of any Registrable Securities under this Agreement, the Company shall, as expeditiously as possible: (i) prepare and file with the SEC a Registration Statement with respect to such Registrable Securities and use its best efforts to cause a Registration Statement that registers such Registrable Securities to become effective, and keep such Registration Statement effective until all of the Registrable Securities have been disposed of; (ii) prepare and file with the SEC such amendments and supplements to such Registration Statement and the Prospectus used in connection with such Registration Statement as may be necessary to keep the Registration Statement declared effective under for the Effective Period and to comply with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all securities covered by such Registration Statement; (iii) furnish to each Holder a Prospectus (which requirement may be fulfilled by the public filing of such Prospectus on ▇▇▇▇▇, including a preliminary prospectus, in conformity with the requirements of the Securities Act. The General Partner need not file a separate , and such other documents as the Investor may reasonably request in order to facilitate the disposition of the Registrable Securities owned by it that are included in such registration; (iv) notify each Holder and its counsel in writing (i) of the receipt by the Company of any notification with respect to any comments by the SEC with respect to such Registration Statement or Prospectus or any amendment or supplement thereto or any request by the SEC for the amending or supplementing thereof or for additional information with respect thereto, (ii) of the receipt by the Company of any notification with respect to the issuance by the SEC of any stop order suspending the effectiveness of such Registration Statement or Prospectus or any amendment or supplement thereto or the initiation or threatening of any proceeding for that purpose, (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification of such Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purposes, and (iv) of the existence of any fact or the happening of any event that causes the Company to become an “ineligible issuer,” as defined in Rule 405; (v) use its best efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any order suspending the effectiveness of the Registration Statement, but may file one or (ii) any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction, at the earliest practicable moment; (vi) use its best efforts to register and qualify the securities covered by such Registration Statement covering Redemption Shares issuable under such other securities Laws of such jurisdictions as shall be reasonably requested by the Investor; (vii) immediately notify each Holder, at any time prior to more than one Limited Partner. The General Partner further agrees the end of the Effective Period, upon discovery that, or upon the happening of any event as a result of which, the Prospectus includes an untrue statement of a material fact or omits to supplement state a material fact required to be stated therein or necessary to make amendments the statements therein not misleading in the light of the circumstances then existing, and promptly prepare, file with the SEC and furnish to each Holder a supplement to or an amendment of such Prospectus as may be necessary so that such Prospectus shall not include 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 not misleading in the light of the circumstances then existing; (viii) use its best efforts to list such Registrable Securities on each securities exchange on which the Ordinary Shares (including American depositary shares representing the Ordinary Shares) are then listed; and (ix) cooperate with each Holder and the Depositary to facilitate the timely delivery of ADSs (in book entry or certificated form) to be delivered to a transferee pursuant to a Registration Statement, which ADSs shall be free of all restrictive legends. In connection therewith, if required by the rulesCompany’s agent which maintains the register of members of Ordinary Shares or the Depositary, regulations or instructions applicable the Company shall promptly after the effectiveness of the Registration Statement cause an opinion of legal counsel as to the registration form utilized effectiveness of the Registration Statement to be delivered to such agent or the Depositary, together with any other authorizations, certificates and directions requested by such agent or the Depositary, which authorize and direct such agent or the Depositary to issue such Registrable Securities without legend upon sale by the General Partner or by Investor under the Securities Act or rules and regulations thereunder for such Registration Statement. (c) The Company understands that each Holder disclaims being an underwriter, but in the event any Holder is deemed an underwriter, the Company shall not be relieved of any obligations it has hereunder.

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 not covered by the 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 (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). Not less than ten business days prior to filing of the Registration Statement, the Company shall provide each Holder with a copy of the Registration Statement proposed to be filed pursuant to subsection (a) above, and shall consider all appropriate comments that are timely provided that the General Partner is furnished all information by such Holder with respect to holders the Registration Statement. Subject to the terms of Redemption Shares required to complete such Registration Statement and have it declared effective by this Agreement, the Commission. The General Partner will Company shall use its commercially reasonable best efforts to have cause the 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 Effectiveness Date, and shall use its commercially reasonable best efforts to keep the Registration Statement continuously effective under the Securities Act until the earlier of (i) all Registrable Securities covered by the Registration Statement have been sold or (ii) subject to the next successive sentence, (A) Hercules, together with any of its affiliates, owns less than 10% of the issued and outstanding Common Stock and (B) the Registrable Securities may be sold free of any restrictions under Rule 144 (the “Effectiveness Period”). Upon the Registration Statement ceasing to be effective in connection with clause (ii) of this section, the Company shall take, at its sole expense, such further action, including the provision of a legal opinion, as any Holder may reasonably request from time to time to enable such Holder to sell the Registrable Securities without registration under the Securities Act. (b) The Company shall notify the Holders via facsimile or electronic mail of the effectiveness of the Registration Statement within three Trading Days of the Company telephonically confirming effectiveness with the Commission. The General Partner need not Company shall, by 9:30 AM Eastern Time on the Trading Day that is three Trading Days after the Effective Date, file a separate Form 424(b)(5) with the Commission. (c) If (i) the Registration StatementStatement is not filed on or prior to the Filing Date, but may file one or (ii) the Registration Statement covering Redemption the Registrable Shares issuable ceases to be effective or usable at any time during the Effectiveness Period (without being succeeded on the same date immediately by a post-effective amendment or supplement to the Registration Statement that cures such failure and that is itself, in the case of a post-effective amendment, declared effective within ten Trading Days of filing with the Commission) or the Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities for 20 consecutive Trading Days or in any individual case an aggregate of 30 Trading Days during any twelve-month period (which need not be consecutive Trading Days) (any of the foregoing being a “Registration Default” and for purposes of clause (i) the date on which such Registration Default occurs, or for purposes of clause (ii) the date on which such 20 or 30 Trading Day period, as applicable, is exceeded, each being a “Registration Default Date”) then, subject to Section 3, the Company shall pay to each Holder an amount in cash, as liquidated damages and not a penalty (“Liquidated Damages”) equal to 1% of the sum of: (A) the Converted Term Loan C Debt Amount which was converted into Common Stock pursuant to Section 2.10 of the A/R Loan Agreement, plus (B) any interest paid through the issuance of Shares pursuant to Section 2.4 and Section 2.5(a)(iv) of the A/R Loan Agreement, to which the Registration Default relates per month of time between the Registration Default Date and the date such Registration Default is cured, prorated for any period less than one month. The foregoing represents the sole monetary remedy to any Holder in connection with any Registration Default. The Company shall pay the Holders any Liquidated Damages accrued for the first month after a Registration Default Date within seven calendar days after the end of such month, and any Liquidated Damages accrued for any subsequent month within seven calendar days after the end of such month. 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. A Registration Default under clause (i) above shall be cured on the date that the Registration Statement is filed with the SEC and a Registration Default under clause (ii) above shall be cured on the date that the Registration Statement covering the Permitted Shares is declared effective by the SEC or is otherwise usable. Notwithstanding the foregoing, no Liquidated Damages shall accumulate as to any Registrable Security from and after the earlier of (A) the date such security is no longer a Registrable Security and (B) expiration of the Effectiveness Period. (d) The Company shall not be liable for any Liquidated Damages under Section 2(c) if the Holders are not permitted to utilize the Prospectus because the Company is negotiating a merger, consolidation, acquisition or sale of all or substantially all of its assets or a similar transaction which, in the good faith judgment of the Board of Directors, requires the Registration Statement to be amended to include information in connection with such pending transaction (including the parties thereto) and such information is not yet available or publicly disclosable, or the Company is otherwise aware of such other material non-public information which, in the good faith judgment of the Board of Directors, requires the Registration Statement to be amended to include such other material non-public information and such information is not yet publicly disclosable, for an aggregate of 30 consecutive days. (e) Each Holder agrees to furnish to the Company (i) a completed selling stockholder questionnaire not more than one Limited Partnerten Trading Days before the filing of the Registration Statement and (ii) such other information the Company reasonably requires to prepare the Registration Statement. The General Partner Each Holder further agrees that it shall not be entitled to supplement be named as a selling stockholder in the Registration Statement or make amendments use the Prospectus for offers and resales of Registrable Securities at any time, unless such Holder has returned this information to each Registration Statement, if required the Company. Each Holder acknowledges and agrees that the information in the selling stockholder questionnaire or request for further information as described in this Section 2(e) will be used by the rules, regulations or instructions applicable Company in the preparation of the Registration Statement and hereby consents to the registration form utilized by inclusion of such information in the General Partner or by the Securities Act or rules and regulations thereunder for such Registration Statement.

Registration. Subject Each time the Company shall propose the registration under the Act of any securities of the Company, the Company shall give written notice (the "Company Notice") of such proposed registration to the terms Holder. The Company will include in any such Registration Statement any securities (or portion thereof) of any agreement between Holder who 15 days after the General Partner and one or more Limited Partners with respect mailing of such notice shall request inclusion. Each Holder shall be entitled to Partnership Units held all the benefits of this Paragraph 11; provided, however, that in the event that the managing underwriter for the proposed offering for which the registration is being effected shall determine that the inclusion of all securities requested to be included by them: (a) Shelf Registration the Holder would adversely affect the ability of the Common Stock. Within two weeks prior or subsequent underwriter to sell all of the securities requested to be included in such offering, the Holder shall agree to reduce the number of securities to be included to the first date upon which number recommended by the Partnership Units owned by any Limited Partner may be redeemed (or such later date as may be permitted under applicable provisions underwriter, provided that all Holders of Warrants issued hereunder are similarly treated. Nothing herein contained shall limit the right of the Securities ActCompany to terminate a proposed registration for any reason in its absolute discretion. The Company shall not grant to any holder of its securities rights to include securities in any offering of the type described in this Paragraph 11 which are superior to those of the Holder. The Company will pay the costs and expenses incident to the performance of its obligations under this Paragraph 11, including the fees and expenses of its counsel, the fees and expenses of its accountants and all other costs and expenses incident to the preparation, printing and filing under the Act of any such Registration Statement, each prospectus and all amendments and supplements thereof, the costs incurred in connection with the qualification of the securities under the laws of various jurisdictions (including fees and disbursements of counsel to the Company), the General Partner agrees cost of furnishing to file with the Commission Holder copies of any such Registration Statement, each preliminary prospectus, the final prospectus and each amendment and supplement thereto, all expenses incident to delivery of the security to any underwriter or underwriters, but not any underwriting commissions or discounts charged to the Holder. Any Holder whose securities are included (in whole or in part) in a shelf registration statement on Form S-3 (filed by the Company hereunder agrees, if requested by the General Partner is eligible managing underwriter of such offering, not to use such form) under Rule 415 effect any public sale or distribution of securities of the Securities same class as (or securities exchangeable or exercisable for or convertible into securities of the same class as) the securities included in the Registration Statement, including a sale pursuant to Rule 144 under the Act (a "Registration Statement"except as part of such underwritten registration) during the 90-day period (or any similar rule that may be adopted shorter period requested by the Commission, with respect underwriter) beginning on the closing date of such underwritten offering to all the extent timely notified in writing by the Company or the managing underwriter. The Company agrees not to effect any public or private sale or distribution of securities of the REIT Shares that may be issued upon redemption same class as the securities (or convertible into or exchangeable or exercisable for securities of such Partnership Units the same class as the securities), including a sale pursuant to Section 8.05 hereof ("Redemption Shares"). The General Partner will use its best efforts to have the Registration Statement declared effective 4(2) or Regulation D under the Securities Act. The General Partner need not file , during the 90-day period beginning on the closing date of an offering made pursuant to this Paragraph 11 except that in the case of a separate Registration Statement, but may file one Registration Statement covering Redemption Shares issuable "shelf" registration made pursuant to more than one Limited Partner. The General Partner further agrees to supplement Rule 415 under the Act no public sale or make amendments to each Registration Statement, if required distribution shall be made by the rules, regulations or instructions applicable to Company until 60 days following the effective date of the registration form utilized by the General Partner or by the Securities Act or rules and regulations thereunder for such Registration Statementstatement covering Holder's securities. (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 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 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 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. 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. (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 As soon as possible following the terms of any agreement between Closing Date (but not later than 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 ActFiling Date), the General Partner agrees to Company shall prepare and file with the Commission a shelf “shelf” Registration Statement for the resale of all or such maximum portion of the Registrable Securities as permitted by SEC Guidance (provided that the Company shall use diligent efforts to advocate with the Commission for the registration statement 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 then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3 (or if such form is not available to the General Partner is eligible to use Company on another form appropriate for 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"registration in accordance herewith). 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 Act not file a separate Registration Statement, but may file one Registration Statement covering Redemption Shares issuable to more later than one Limited Partner. The General Partner further agrees to supplement or make amendments to each Registration Statement, if required by ninety (90) days after 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. Filing Date (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 including filing with the Commission a Registration Statement covering request for acceleration of effectiveness in accordance with Rule 461 promulgated under the resale Securities Act within five (5) Business Days of Redemption Shares the date that the Company is notified (orally or in writing, whichever is earlier) by Affiliates or others whose Redemption Shares are not covered by the Commission that a Registration Statement filed pursuant will not be “reviewed,” or not be subject to subsection (afurther review) above, provided that the General Partner is furnished all information with respect and 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 ActAct until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) with respect to such Holder, such time as all Registrable Securities held by such Holder may be sold without any restriction pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company’s transfer agent to such effect (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 one a final Prospectus with the Commission as required by Rule 424. For purposes of the obligations of the Company under this Agreement, no Registration Statement covering Redemption Shares issuable shall be considered “effective” with respect to more than one Limited Partner. The General Partner further agrees any Registrable Securities unless such Registration Statement lists the Holders of such Registrable Securities as “Selling Stockholders” and includes such other information as is required to supplement or make amendments be disclosed with respect to each such Holders to permit them to sell their Registrable Securities pursuant to such Registration Statement, if required by the rulesunless any such Holder is not included as a “Selling Stockholder” pursuant to Section 3(m). Such Registration Statement also shall cover, regulations or instructions applicable to the registration form utilized by the General Partner or by extent allowable under the Securities Act and the Rules promulgated thereunder (including Securities Act Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or rules similar transactions with respect to the Registrable Securities. Notwithstanding the foregoing or any other provision of this Agreement, and regulations thereunder subject to the payment of liquidated damages pursuant to Section 7(e), 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 StatementStatement will first be reduced by the Common Stock underlying the Placement Agent Warrants and second by 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); provided, however, that, prior to any reduction in the number of Registrable Securities included in a Registration Statement as set forth in this sentence, the number of shares of Common Stock that are not Registrable Securities and which shall have been included on such Registration Statement shall be reduced by up to 100%.

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. 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 As soon as possible following the terms of any agreement between Closing Date (but not later than 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 ActFiling Date), the General Partner agrees to Company shall prepare and file with the Commission a shelf registration statement “shelf” Registration Statement covering all Registrable Securities for a secondary or resale offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3 (or if such form is not available to the General Partner is eligible to use Company on another form appropriate for 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"registration in accordance herewith). 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 Act not file a separate Registration Statement, but may file one Registration Statement covering Redemption Shares issuable to more later than one Limited Partner. The General Partner further agrees to supplement or make amendments to each Registration Statement, if required by sixty (60) days after 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. Filing Date (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 including filing with the Commission a Registration Statement covering request for acceleration of effectiveness in accordance with Rule 461 promulgated under the resale Securities Act within five (5) Business Days of Redemption Shares the date that the Company is notified (orally or in writing, whichever is earlier) by Affiliates or others whose Redemption Shares are not covered by the Commission that a Registration Statement filed pursuant will not be “reviewed,” or not be subject to subsection (afurther review) above, provided that the General Partner is furnished all information with respect and 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 ActAct until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) with respect to such Holder, such time as all Registrable Securities held by such Holder may be sold without any restriction pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company’s transfer agent to such effect (the “Effectiveness Period”). The General Partner need not file a separate For purposes of the obligations of the Company under this Agreement, no Registration Statement shall be considered “effective” with respect to any Registrable Securities unless such Registration Statement lists the Holders of such Registrable Securities as “Selling Stockholders” and includes such other information as is required to be disclosed with respect to such Holders to permit them to sell their Registrable Securities pursuant to such Registration Statement, but may file one unless any such Holder is not included as a “Selling Stockholder” pursuant to Section 3(m). 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 Statementalso shall cover, if required by the rules, regulations or instructions applicable to the registration form utilized by the General Partner or by extent allowable under the Securities Act and the Rules promulgated thereunder (including Securities Act Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or rules and regulations thereunder for such Registration Statementsimilar transactions with respect to the Registrable Securities.

Registration. Subject 6.1 In the event the Company elects to file a registration statement (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") (other than a registration statement on Form S-8 or Form S-4), the Company may, in its absolute discretion, register all or any of the Warrant Shares (the "Registrable Securities") in the Registration Statement. 6.2 If the Company elects to register the Registrable Securities, the Company will furnish the Finder with written notice as soon as practicable but in no event less than ten (10) business days prior to the terms proposed filing date of any agreement between the General Partner Registration Statement (the "Registration Notice"). The Finder will exercise the right provided for herein by providing written notice to the Company within five (5) business days of receipt of the Registration Notice (the "Rights Notice"). Upon receipt of the Rights Notice, the Company may include and one or more Limited Partners with respect register the Registrable Securities in the Registration Statement. 6.3 To register the Registrable Securities, the Finder must furnish to Partnership Units held the Company such information regarding itself, the Registrable Securities to be sold by themthe Finder, and the intended method of disposition of such securities as shall be required to effect the registration of the Registrable Securities. 6.4 If the Company receives a comment from the SEC which effectively results in the Company having to reduce the number of Registrable Shares included on such Registration Statement, the Finder acknowledges that the Company may, in its sole discretion, reduce the number of Registrable Shares to be included in such Registration Statement. 6.5 In the event the Registrable Shares are included in the Registration Statement, then: (a) Shelf Registration To the extent permitted by law, the Company will indemnify, defend, and hold harmless the Finder, the members, managers, officers, directors and agents of the Common Stock. Within two weeks prior Finder against any losses, claims, damages, or subsequent liabilities (joint or several) to which they may become subject under 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 1933 Act (a "Registration Statement") or any similar rule that may be adopted by federal statute, and the Commission, with respect to all rules and regulations of the REIT Shares that may SEC thereunder, as shall be issued upon redemption in effect at the time, the Securities Exchange Act of such Partnership Units pursuant to Section 8.05 hereof 1934 as amended (the "Redemption Shares1934 Act"). The General Partner will use its best efforts to have , or any similar federal statute, and the Registration Statement declared effective under rules and regulations of the Securities Act. The General Partner need not file SEC thereunder, as shall be in effect at the time, or other federal, provincial and state law, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions, or violations (collectively, a separate "Violation"): (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, but may file one Registration Statement covering Redemption Shares issuable including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, (ii) the omission or alleged omission to more than one Limited Partner. The General Partner further agrees state therein a material fact required to supplement be stated therein, or necessary to make amendments to each Registration Statementthe statements therein not misleading, if required or (iii) any violation or alleged violation by the rulesCompany of the 1933 Act, regulations the 1934 Act, any state or instructions applicable provincial securities law or any rule or regulation promulgated under the 1933 Act, the 1934 Act, or any state or provincial securities law; provided, however, that the indemnity agreement contained in this section shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, or action if such settlement is effected without the consent of the Company, which consent shall not be unreasonably withheld, nor shall the Company be liable in any such case for any such loss, claim, damage, liability, or action to the extent that it arises out of or is based upon a Violation that occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration form utilized by the General Partner or by the Securities Act or rules and regulations thereunder for such Registration StatementFinder. (b) If To the extent permitted by law, the Finder will indemnify, defend and hold harmless the Company, its officers, directors and agents against any losses, claims, damages or liabilities (joint or several) to which they may become subject under the 1933 Act, the 1934 Act, or other federal, provincial and state law, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any Violation that occurs as a Registration Statement under result of the Company’s reliance upon information furnished by the Finder for use in connection with a registration effected pursuant to this Agreement; provided, however, that the indemnity agreement contained in this subsection (ab) above shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, or action if such settlement is not available under effected without the securities laws or the rules consent of the CommissionFinder, which consent shall not be unreasonably withheld, nor shall the Finder be liable in any such case for any such loss, claim, damage, liability, or if required action to permit the resale extent that it arises out of Redemption Shares or is based upon a Violation that occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by the Company. (c) Promptly after receipt by a party entitled to be indemnified under this section (the "Affiliates" Indemnitee") of notice of the commencement of any action (as defined in the Securities Actincluding any governmental action), upon the Indemnitee will, if a claim in respect thereof is to be made against the party obligated to indemnify the Indemnitee under this section (the "Indemnitor"), deliver to the Indemnitor a written request notice of the commencement thereof and the Indemnitor shall have the right to participate in, and to the extent the Indemnitor so desires, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that the Indemnitee shall have the right to retain one separate counsel, with the fees and expenses to be paid by the Indemnitor, if representation of the Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between the Indemnitee and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any Limited Partner holding at least 20,000 Partnership Unitssuch action, if prejudicial to the General Partner agrees Indemnitor's ability to file with defend such action, shall relieve the Commission a Registration Statement covering Indemnitor of any liability to 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 Indemnitee under the Securities Act. The General Partner need not file a separate Registration Statementthis section, but may file one Registration Statement covering Redemption Shares issuable the omission so 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 deliver written notice to the registration form utilized by Indemnitor will not relieve it of any liability that it may have to the General Partner or by the Securities Act or rules and regulations thereunder for such Registration StatementIndemnitee otherwise than under this section.

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 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 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 (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 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 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 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. 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 Not 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: (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 Company shall prepare and file with the Commission an Initial Registration Statement for the resale of all or such maximum portion of the Registrable Securities as permitted by 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 then registered on an effective Registration Statement for an offering to be made on a shelf registration statement continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3 (or if such form is not available to the General Partner is eligible to use Company on another form appropriate for 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"registration in accordance herewith). 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 Act not file a separate Registration Statement, but may file one Registration Statement covering Redemption Shares issuable to more 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. Effectiveness Date (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 including filing with the Commission a Registration Statement covering request for acceleration of effectiveness in accordance with Rule 461 promulgated under the resale Securities Act within five (5) Business Days of Redemption Shares the date that the Company is notified (orally or in writing, whichever is earlier) by Affiliates or others whose Redemption Shares are not covered by the Commission that a Registration Statement filed pursuant will not be “reviewed,” or not be subject to subsection (afurther review) above, provided that the General Partner is furnished all information with respect and 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 ActAct until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) with respect to such Holder, such time as all Registrable Securities held by such Holder may be sold without volume limitations pursuant to Rule 144 as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company’s transfer agent to such effect (the “Effectiveness Period”). The General Partner need not file a separate For purposes of the obligations of the Company under this Agreement, no Registration Statement shall be considered “effective” with respect to any Registrable Securities unless such Registration Statement lists the Holders of such Registrable Securities as “Selling Stockholders” and includes such other information as is required to be disclosed with respect to such Holders to permit them to sell their Registrable Securities pursuant to such Registration Statement, but may file one unless any such Holder is not included as a “Selling Stockholder” pursuant to Section 3(m). 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 Statementalso shall cover, if required by the rules, regulations or instructions applicable to the registration form utilized by the General Partner or by extent allowable under the Securities Act and the Rules promulgated thereunder (including Securities Act Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or rules similar transactions with respect to the Registrable Securities. Notwithstanding the foregoing or 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 regulations thereunder 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 or unless otherwise required by SEC Guidance, the number of Registrable Securities to be registered on such Registration StatementStatement will first be reduced by Registrable Securities represented by Conversion Shares (on a pro rata basis based on the total number of unregistered Conversion Shares held by the Holders, to the extent permitted by SEC Guidance) and next by 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, to the extent permitted by SEC Guidance); provided, however, that, prior to any reduction in the number of Registrable Securities included in a Registration Statement as set forth in this sentence, the number of shares of Common Stock that are not Registrable Securities and which shall have been included on such Registration Statement shall be reduced by up to 100%, if such reduction will permit the registration of additional Registrable Securities.

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)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 Holders. 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 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 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 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 Holders 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 F-1 or such other form available to register for resale the Registrable Securities as a secondary offering; with respect to holders filing on Form F-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 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 represented by Ordinary Shares and have it declared effective Warrant Shares (applied, in the case that some Ordinary Shares and Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Ordinary Shares and Warrant Shares held by such Holder). In the Commissionevent of a cutback hereunder, the Company shall give the Holders at least five (5) Trading Days prior written notice along with the calculations as to such ▇▇▇▇▇▇’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 F-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 Holders the opportunity to review and comment on the same as required 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. Notwithstanding the foregoing, if the Company provides the Initial Registration Statement declared effective under to the Holders and the Holders do not complete their review or provide confirmation within two business days, the Company may proceed with the filing, which may be deemed as filing prior to its Filing Date. If the Holders provide comments within such two-business-day period, the Company shall be entitled to a one-business-day extension to the Initial Filing Date), or (ii) the Company fails to file with the SEC a request for acceleration of a Registration Statement 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 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 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 Holder or affiliate of a Holder 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 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 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. 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 If, at any time after the Closing Date, Veridium proposes to the terms register any 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 its securities under applicable provisions of the Securities Act), it will include in the Registration Statement, the General Partner agrees shares of Common Stock (the "Remainder Shares") (i) issuable to file the Lenders under Section 3 of this Agreement, (ii) the Collateral and the shares of Common Stock issuable under the Warrants previously issued to the Lenders, FCIM Corp. and Vestcom as contemplated by the Registration Rights Agreement, (iii) the shares underlying the warrants issuable under Sections 8 and 17 and (iv) any other shares of Common Stock issuable under this Agreement other than the Debenture Shares (as hereinafter defined). Veridium shall register the Registrable Securities (as hereinafter defined) with the Commission a shelf registration statement on Form S-3 (if the General Partner is eligible shares to use such form) under Rule 415 of the Securities Act (a "Registration Statement") or any similar rule that may be adopted registered by Veridium and purchased by the Commission, with respect to all of Laurus Fund (the REIT Shares that may be issued upon redemption of such Partnership Units pursuant to Section 8.05 hereof ("Redemption Laurus Shares"). The General Partner will use its best efforts to have the Registration Statement declared effective shall also include the shares issuable upon conversion of any unpaid principal and interest under the Securities ActDebentures (the "Debenture Shares") in the event of default under the Debenture (the Remainder Shares and the Debenture Shares shall be referred to collectively as the "Registrable Securities"). 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 So long as Veridium is not available in default under the securities laws or Transaction Documents, the rules of the Commission, or if required to permit the resale of Redemption Shares by "Affiliates" Required Filing Date (as defined in the Registration Rights Agreement) and the Required Effective Date (as defined in the Registration Rights Agreement) with respect to the Registrable Shares shall be 45 and 145 days after the Closing Date, respectively. Veridium covenants to keep the Registration Statement effective at all times during the period continuing until the earlier of (i) the date when the Lenders may sell all Registrable Securities Act), upon under Rule 144 without volume or other restrictions or limits or (ii) the written request date the Lenders no longer own any of any Limited Partner holding at least 20,000 Partnership Unitsthe Registrable Securities. Except as specified in this Agreement, the General Partner agrees Registration Rights Agreements shall remain in full force and effect. The Lenders agree to file waive the restriction under Section 4(h) (entitled "Restrictions on Filing Registration Statements") of the Purchase Agreements on Veridium's filing of registration statements with respect to the Commission a Registration Statement covering Laurus Shares so long as Veridium registers the resale of Redemption Shares by Affiliates or others whose Redemption Shares are not covered by a Registrable Securities in the first 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 StatementLaurus 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 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 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 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. 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 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. (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 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 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 Registration Statement filed shall be on Form S-2 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-2, in which case such registration shall be on another appropriate form in accordance herewith). The 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 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 been sold or (ii) all Registrable Securities may be sold immediately without registration under the Securities Act and without volume restrictions pursuant to subsection 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 (athe “Effectiveness Period”). (b) above, provided that If: (i) the General Partner is furnished all information with respect to holders of Redemption Shares required to complete such 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 have it 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 30 days in the Securities Act. The General Partner need not file aggregate per year or more than 20 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 (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 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 until the applicable Event is cured, the Company shall pay to each Registration StatementHolder an amount in cash, if required 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 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 rules, regulations or instructions applicable to Company shall be paid within three (3) days following the registration form utilized date on which such Event has been cured by the General Partner or by 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 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 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 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 The Company agrees that it will use its commercially reasonable efforts to file with the Securities and Exchange Commission (the “Commission”) (at the Company’s sole cost and expense), within thirty (30) calendar days after the Business Combination Closing (the “Filing Date”), a shelf registration statement on Form S-3 (the “Forward Registration Statement”) registering the resale of the Forward Purchase Securities (the “Registrable Securities”), and the Company shall use its commercially reasonable efforts to have the Forward Registration Statement declared effective as soon as practicable after the filing thereof (the “Effectiveness Deadline”); provided, however, that the Company’s obligations to include the Registrable Securities in the Forward Registration Statement are contingent upon the Subscriber furnishing in writing to the Company such information regarding the Subscriber, the Forward Purchase Securities of the Company held by the Subscriber and the intended method of disposition of the Registrable Securities as shall be reasonably requested by the Company to effect the registration of the Registrable Securities, and shall execute such documents in connection with such registration as the Company may reasonably request that are customary of a selling shareholder in similar situations; provided further, that the Effectiveness Deadline shall be extended to ninety (90) calendar days after the Filing Date if the General Partner Forward Registration Statement is eligible reviewed by, and comments thereto are provided from, the Commission (provided, that if such day falls on a Saturday, Sunday or other day that the Commission is closed for business, the Effectiveness Deadline shall be extended to use such formthe next Business Day on which the Commission is open for business). Notwithstanding the foregoing, if the Company is notified (orally or in writing, whichever is earlier) under Rule 415 of the Securities Act (a "Registration Statement") or any similar rule that may be adopted by the CommissionCommission that the Forward Registration Statement will not be “reviewed” or subject to further review, the Company shall use its commercially reasonable efforts to have the Forward Registration Statement declared effective within ten (10) Business Days of receipt of such notice. Notwithstanding anything to the contrary contained herein, (i) no registration shall be effected or permitted and no Forward Registration Statement shall become effective, with respect to all any Registrable Securities held by the Subscriber or any person or entity to whom the Subscriber is permitted to Transfer (as defined below) such Registrable Securities prior to the expiration of the REIT Shares that Forward Purchase Lock-up Period (as defined below) (a “Permitted Transferee”), until after the expiration of the Forward Purchase Lock-up Period. The Company may be issued upon redemption delay or postpone 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 Forward Registration Statement, but may file one and from time to time require the Subscriber not to sell under the Forward 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, suspend the use or effectiveness thereof if required by it determines that in order for 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 Forward Registration Statement under subsection (a) above is to not available under the securities laws contain a material misstatement or the rules of the Commissionomission, an amendment thereto would be needed, or if required to permit such filing or use could materially affect a bona fide business or financing transaction of the resale Company or would require premature disclosure of Redemption Shares by "Affiliates" information that could materially adversely affect the Company; provided, that, (as defined in w) the Securities Act), upon Company shall not so delay filing or so suspend the written request use of any Limited Partner holding at least 20,000 Partnership Units, the General Partner agrees to file with the Commission a Forward Registration Statement covering for a period of more than ninety (90) consecutive days or more than a total of one hundred twenty (120) calendar days, in each case in any three hundred sixty (360) day period and (x) the resale of Redemption Shares by Affiliates or others whose Redemption Shares are not covered by a Company shall use commercially reasonable efforts to make the Forward Registration Statement filed pursuant to subsection (a) above, provided that available for the General Partner is furnished all information with respect to holders sale of Redemption Shares required to complete such Registration Statement and have it declared effective the Forward Purchase Securities 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 Statementundersigned as soon as practicable thereafter.

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. (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 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 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 Registration Statement filed shall be on Form S-1 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-1, in which case such registration shall be on another appropriate form in accordance herewith). The 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 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 been sold or (ii) all Registrable Securities may be sold immediately without registration under the Securities Act and without volume restrictions pursuant to subsection 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 (athe “Effectiveness Period”). (b) above, provided that If: (i) the General Partner is furnished all information with respect to holders of Redemption Shares required to complete such 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 have it 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 30 days in the Securities Act. The General Partner need not file aggregate per year or more than 20 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 (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 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 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 A) 1.5% for the first thirty (30) day period (prorated for partial periods); and B) 2.00% for each thirty (30) day period occurring thereafter (prorated for partial periods), each such amount being calculated on a daily basis of the then outstanding amount of the Note, unless waived by the Purchaser in the Purchaser’s sole discretion. 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 (3) business days of the Effectiveness Date, the Company shall cause its counsel to issue an opinion(s), substantially in the form attached hereto as Exhibit B, 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 opinion(s) 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 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 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 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 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 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. 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 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 Registration Statement filed 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 such registration shall be on another appropriate form in accordance herewith). The 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 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 been sold or (ii) all Registrable Securities may be sold immediately without registration under the Securities Act and without volume restrictions pursuant to subsection 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 (athe "Effectiveness Period"). (b) above, provided that If: (i) the General Partner is furnished all information with respect to holders of Redemption Shares required to complete such 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 have it 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 30 days in the Securities Act. The General Partner need not file aggregate per year or more than 20 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 (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 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 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 2.0% for each thirty (30) day period (prorated for partial periods) on a daily basis of the original 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 date the Registration StatementStatement becomes effective, if 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 Laurus and confirmation by Laurus 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 Laurus within 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 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 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 a shelf registration statement on Form S-3 SEC an initial Registration Statement within thirty (if 30) calendar days from the General Partner is eligible date of this Agreement covering at least 10,000,000 shares of Registrable Securities (the “Initial Registration Statement”), subject to use any reduction in the registered share amount required by the SEC, so as to permit the resale of such form) Registrable Securities by the Investor, including but not limited to under Rule 415 of under the Securities Act at then prevailing market prices (and not fixed prices), subject to the aggregate number of authorized shares of the Company’s Ordinary Shares then available for issuance in its Certificate of Incorporation. The Initial Registration Statement shall register only Registrable Securities. The Investor and its counsel shall have a "reasonable opportunity to review and comment upon the Initial Registration Statement") Statement and any amendment or supplement to such Initial Registration Statement and any similar rule that may be adopted related prospectus prior to its filing with the SEC, and the Company shall give due consideration to all reasonable comments. The Investor shall furnish all information reasonably requested 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")Company for inclusion therein. The General Partner will Company shall use its reasonable best efforts to have the Initial Registration Statement declared effective as soon as practicable, and any amendment declared effective by the SEC at the earliest possible date. The Company shall use reasonable best efforts to keep each Registration Statement effective, including but not limited to pursuant to Rule 415 promulgated 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 and available for the resale 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 Investor of all of the Commission, or if required to permit Registrable Securities covered thereby at all times until the resale earlier of Redemption Shares by "Affiliates" (i) the date on which the Investor shall have sold all the Registrable Securities and the full Commitment Amount (as defined in the Securities Act), upon Purchase Agreement) has been drawn down by the written request of any Limited Partner holding at least 20,000 Partnership Units, the General Partner agrees Company pursuant to file with the Commission a Registration Statement covering and (ii) the resale of Redemption Shares by Affiliates or others whose Redemption Shares are not covered by a date on which the Purchase Agreement is terminated (the “Registration Period”). Each Registration Statement filed pursuant (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to subsection (a) above, provided that the General Partner is furnished all information with respect to holders of Redemption Shares state a material fact required to complete be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. In the event that (i) the Initial Registration Statement or New Registration Statement (as defined below) becomes stale after the initial effectiveness of such Registration Statement and have it declared effective by the Commission. The General Partner will use its best efforts to have the or New Registration Statement declared effective and (ii) the Investor still has ownership of any of the Registrable Securities that the Investor cannot then sell without restriction pursuant to Rule 144 promulgated under the Securities Act. The General Partner need not file a separate Registration Statement, but may the Company shall immediately file one or more post-effective amendments to facilitate the SEC’s declaration of effectiveness with respect to such 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 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 New Registration Statement.

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 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 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 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 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. Each 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 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 have it declared remain effective by the Commissionas provided herein. The General Partner will Company shall use its best commercially reasonable efforts to have the cause each 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 commercially reasonable efforts to keep each 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 (each, an "Effectiveness Period"). (b) 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 together with customary representations regarding such sale, including representations by the Purchaser that it has effectuated such sale in accordance with the plan of distribution and 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 Purchaser within the time frame set forth above.

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. (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 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. 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 pursuant under this Agreement 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 Act. The General Partner need not file a separate Registration StatementAct promptly 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 commercially reasonable 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 60 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 first 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, and second 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”). 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 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(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. (c) If: (i) the Initial Registration Statement is not filed with the Commission on or prior to the Filing Date, (ii) the Initial Registration Statement is not declared effective by the Commission (or otherwise does not become effective) on or prior to the Effectiveness Date or (iii) after the date it is declared effective by the Commission and except as provided in Sections 2(e) and (f) and Section 3(h), (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 continuously effective as to all Registrable Securities included in such Registration Statement or (B) the Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities for any reason (other than due to a change in the “Plan of Distribution” or the inaccuracy of any information regarding the Holders) in each case for more than an aggregate of thirty (30) consecutive Trading Days or sixty (60) Trading Days (which need not be consecutive) in any given 360-day period (other than as a result of a breach of this Agreement by such Holder), or (iv) the Company fails to satisfy the current public information requirement pursuant to Rule 144(c)(1) as a result of which the Holders who are not affiliates are unable to sell Registrable Securities without restriction under Rule 144 (or any successor thereto), (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 (iv), the date on which such Event occurs, or for purposes of clause (iii), the date on which such thirty (30) or fifty (60) Trading Day period is exceeded, being referred to as an “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 earlier of (1) the applicable Event is cured or (2) the Registrable Securities are eligible for resale pursuant to Rule 144 without manner of sale or volume restrictions or the current public information requirement, the Company shall pay to each Holder an amount in cash, as liquidated damages and not as a penalty (“Liquidated Damages”), equal to one percent (1%) 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) notwithstanding anything to the contrary herein or in the Purchase Agreement, no Liquidated Damages shall be payable with respect to any period after the expiration of the Effectiveness Period (except in respect of an Event described in Section 2(c)(iv) herein), (it being understood that this sentence shall not relieve the Company of any Liquidated Damages accruing prior to the Effectiveness Deadline) and in no event shall, the aggregate amount of Liquidated Damages (excluding Liquidated Damages payable in respect of an Event described in Section 2(c)(iv) herein) payable to a Holder exceed, in the aggregate, five percent (5%) of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement) and (2) in no event shall the Company be liable in any thirty (30) day period for Liquidated Damages under this Agreement in excess of one percent (1%) of the aggregate purchase price paid by the Holders pursuant to the Purchase Agreement. 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 Company shall not be liable for Liquidated Damages under this Agreement as to any Registrable Securities which are not permitted by the Commission to be included in a Registration Statement. In such case, the Liquidated Damages shall be calculated to only apply to the percentage of Registrable Securities which are permitted to be included in such Registration Statement. The Effectiveness Deadline for a Registration Statement shall be extended without default or Liquidated Damages hereunder in the event that the Company’s failure to 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 Securities Act (in which the Effectiveness Deadline would be extended with respect to Registrable Securities held by 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 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)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 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 If the Parent Merger Shares are not already registered pursuant to an effective Registration Statement with an effectiveness period of two years, then within ninety (90) days after receipt of the information necessary to file the Registration Statement, Parent shall file a Registration Statement on Form S-3 to register the resale by Equityholders of Parent Merger Shares, Parent Earnout Shares or other Parent Common Stock issued to Equityholders pursuant to this Agreement (such form, the “Closing Registration Statement”, and such forms generally, a “Registration Statement”), and to use reasonable efforts to cause the Closing Registration Statement to be declared effective under the Securities Act as soon as practicable after the filing thereof (if not already effective); provided, however, that if any Equityholder fails to timely provide Parent with information required to be included or updated in a Registration Statement, then such Equityholder and its Securities may be excluded from the Registration Statement until such time as Parent files a new Registration Statement and Equityholder provides all updated and required information. During the period of time from the date on which the Closing Registration Statement is declared effective under the Securities Act until the second (2nd) anniversary of such effective date, Parent shall: (i) use reasonable efforts to prepare and file with the SEC such amendments and supplements to the terms of Closing Registration Statement as may be necessary or appropriate to keep the Closing Registration Statement current and continuously effective; and (ii) cause the prospectus used in connection with the Closing Registration Statement to be supplemented by any agreement between required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 (or any similar provisions then in force) under the General Partner Securities Act. If, at any time, and one or more Limited Partners with respect from time to Partnership Units held by them: time, that Parent is required to pay Earnout Consideration under this Agreement, and Parent pays such Earnout Consideration in Parent Common Stock, and (a) Shelf Registration the number of the registered shares of Parent 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 Stock that may be issued upon redemption under a Registration Statement is insufficient to pay such Earnout Consideration, or (b) the remaining effectiveness period of the then current Registration Statement is less than twelve (12) months, Parent shall file a Registration Statement (the “Earnout Registration Statement”) to register the resale of such Partnership Units pursuant Parent Earnout Shares by the Equityholders, and to Section 8.05 hereof cause each such Earnout Registration Statement to be declared effective under the Securities Act as soon as practicable after the filing thereof, but no later than the date that is sixty ("Redemption Shares"). The General Partner will use 60) days after the applicable Milestone Agreement Date; provided, however, that if any Equityholder fails to timely provide Parent with information required to be included or updated in a Registration Statement, then such Equityholder and its best efforts to have Securities may be excluded from the Registration Statement until such time as Parent files a new Registration Statement and Equityholder timely provides all updated and required information. During the period of time from the date on which a Earnout Registration Statement is declared effective under the Securities Act until the second (2nd) anniversary of such effective date, Parent shall: (i) use reasonable efforts to prepare and file with the SEC such amendments and supplements to each such Earnout Registration Statement as may be necessary or appropriate to keep such Earnout Registration Statement current and continuously effective; and (ii) cause the prospectus used in connection with such Earnout Registration Statement to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 (or any similar provisions then in force) under the Securities Act. The General Partner need not file Exchange Agent shall have the authority to restrict the total number of Parent Merger Shares, Parent Earnout Shares and/or Parent Common Stock to be sold by all Equityholders under a separate Registration Statement on any trading day, if such total number of Parent Merger Shares, Parent Earnout Shares and/or Parent Common Stock exceeds ten percent (10%) of the daily trading volume of Parent Common Stock on the Stock Exchange, and Equityholders shall comply with all volume limitations and other trading restrictions set forth in the Transaction Documents, Registration Statement and Laws applicable to their resale of Equity Consideration. In the event of (i) any request by the SEC or any other Governmental Authority for amendments or supplements to the Registration Statement or related prospectus or for additional information; (ii) the issuance by the SEC or any other Governmental Authority of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose; (iii) the receipt by Parent of any notification with respect to the suspension of the qualification (or exemption from qualification) of any portion of the Equity Consideration for sale in any jurisdiction in which they have been qualified for sale or the initiation of any proceeding for such purpose; or (iv) any event or circumstance that necessitates the making of any changes in the Registration Statement or related prospectus, or any document incorporated or deemed to be incorporated therein by reference, so that, in the case of the Registration Statement, but may file one Registration Statement covering Redemption Shares issuable it will not contain any untrue statement of a material fact or any omission to more than one Limited Partner. The General Partner further agrees state a material fact required to supplement be stated therein or necessary to make amendments the statements therein not misleading, and that in the case of the related prospectus, it will not contain any untrue statement of a material fact or any omission to each Registration Statementstate a material fact required to be stated therein or necessary to make the statements therein, if required by in the ruleslight of the circumstances under which they were made, regulations or instructions applicable not misleading; then the Parent shall deliver a certificate in writing to Equityholder Representative (the “Suspension Notice”) 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 effect of the Commission, or if required to permit the resale of Redemption Shares by "Affiliates" (as defined in the Securities Act)foregoing and, upon receipt of the written request of any Limited Partner holding at least 20,000 Partnership UnitsSuspension Notice, the General Partner agrees Equityholder Representative shall provide copies of the Suspension Notice to file with the Commission a Registration Statement covering Equityholders, and the resale Equityholders must refrain from selling any securities of Redemption Shares by Affiliates or others whose Redemption Shares are not covered by a Registration Statement filed Parent 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 until Parent prepares and files a supplemented or amended prospectus, or until Parent notifies the Securities Act. The General Partner need not file a separate Registration Statement, but Equityholder Representative that the then current prospectus 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 Statementbe used.

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 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 SB-2 (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 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 1) all of the Shares, 2) all of the Warrant Shares and 3) the Finder Warrant Shares. In the event that the amount of securities which may be included in the Registration Statement filed pursuant to subsection (athis Section 2(a) aboveis limited due to Commission Comments, provided that the General Partner is furnished all information with respect to holders inclusion of Redemption the Shares required to complete in such initial Registration Statement shall take precedence over and shall not be cut back until the following securities of the Company are cut back and removed from such Registration Statement (in the following order): (i) the Warrant Shares and have it declared effective (ii) the Finder Warrant Shares. Any required cutbacks of Warrant Shares shall be applied to the Investors pro-rata in accordance with the number of such Warrant Shares sought to be included in such Registration Statement by reference to such Investor’s (and in the Commissioncase of a subsequent transfer the initial Investor’s) Investment Amount relative to all Investment Amounts. The General Partner will use its best efforts Any required cutbacks of Finder Warrant Shares shall be applied to have any holders thereof pro-rata in accordance with the number of such Finder Warrant Shares sought to be included in such Registration Statement by reference to any such holder’s (and in the case of a subsequent transfer the initial holder’s) amount of Finder Warrant Shares relative to all Finder Warrant Shares. Any required cutbacks of Shares shall be applied to any Investors pro-rata in accordance with the aggregate number of such Shares sought to be included in such Registration Statement by reference to any such Investor’s (and in the case of a subsequent transfer the initial Investor’s) amount of Shares relative to the aggregate sum of all Shares sought to be included in such Registration Statement. By 5:00 p.m. (New York City 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). (b) If all of the Registrable Securities to 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. Accordingly, if for example, an initial Registration Statement is filed under Section 2(b) to register Registrable Securities removed from a Registration Statement filed under Section 2(a) due to Commission Comments and Commission Comments again require shares to be removed for such newly filed Registration Statement under this Section 2(b), then the Company will prepare and file additional Registration Statements until such time as all such required shares are covered by effective Registration Statements. 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 SB-2 (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 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, the inclusion of the Shares in such initial Registration Statement shall take precedence over and shall not file be cut back until the following securities of the Company are cut back and removed from such Registration Statement (in the following order): (i) the Warrant Shares and (ii) the Finder Warrant Shares. Any required cutbacks of Warrant Shares shall be applied to the Investors pro-rata in accordance with the number of such Warrant Shares sought to be included in such Registration Statement by reference to such Investor’s (and in the case of a separate subsequent transfer the initial Investor’s) Investment Amount relative to all Investment Amounts. Any required cutbacks of Finder Warrant Shares shall be applied to any holders thereof pro-rata in accordance with the number of such Finder Warrant Shares sought to be included in such Registration Statement by reference to any such holder’s (and in the case of a subsequent transfer the initial holder’s) amount of Finder Warrant Shares relative to all Finder Warrant Shares. Any required cutbacks of Shares shall be applied to any Investors pro-rata in accordance with the aggregate number of such Shares sought to be included in such Registration Statement by reference to any such Investor’s (and in the case of a subsequent transfer the initial Investor’s) amount of Shares relative to the aggregate sum of all Shares sought to be included in such Registration Statement. 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 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 the foregoing, in no event shall the Company be required to file a Registration Statement under this Section 2(b) following such time as (i) all Registrable Securities which would be required to be included in any such Registration Statement under this Section 2(b) may be sold by the Holders pursuant to Rule 144(k) 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 Holders and (ii) all such shares of Common Stock which constitute all Registrable Securities which would be required to be included in any such Registration Statement under this Section 2(b) shall have been reissued by the Company free of all legends. (c) Promptly following any date on which the Company becomes eligible to use a registration statement on Form S-3 to register the Registrable Securities for resale, the Company shall file a registration statement on Form S-3 covering Redemption Shares issuable the Registrable Securities (or a post-effective amendment on Form S-3 to more than one Limited Partnerthe then effective Registration Statement) and shall cause such Registration Statement to filed by the Filing Date for such Registration Statement and declared effective as soon as possible thereafter, but in any event prior to 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) the "Plan of Distribution" attached hereto as Annex A. The General Partner further agrees Company shall use its reasonable best efforts to supplement or make amendments to each keep such Registration Statement continuously effective under the Securities Act during the entire Effectiveness Period. By 5:00 p.m. (New York City time) on the Business 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 the final prospectus to be used in connection with sales pursuant to such Registration Statement (whether or rules 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 (if the Company files a Registration Statement without affording the Holders the opportunity to review and regulations 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 with the Commission under Rule 424(b) in accordance with Section 2(a), 2(b), or 2(c) 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 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) (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 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 1.0% of the aggregate Investment Amount paid by such Holder pursuant to the Purchase Agreement. The parties agree that the Company will not be liable for liquidated damages under this Agreement with respect to any Warrants, Warrant Shares, or Finder Warrant Shares. 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 the maximum aggregate liquidated damages payable to a Holder under this Agreement shall be ten percent (10%) 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 a month prior to the cure of an Event, except in the case of the first Event Date. The Company shall not be liable for liquidated damages under this Agreement as to any Registrable Securities which are not permitted by the Commission to be included in a Registration Statement due solely to Commission Comments from the time that it is determined that such Registrable Securities are not permitted to be registered solely due to Commission Comments until such time as the provisions of this Agreement as to the next applicable Registration Statement required to be filed hereunder are triggered, in which case the provisions of this Section 2(d) shall once again apply, if applicable. In such case, the liquidated damages shall be calculated to only apply to the percentage of Registrable Securities which are permitted in accordance with Commission Comments to be included in such Registration Statement. The Company shall not be liable for liquidated damages under this Agreement at such time as all of the Shares covered by any such Registration Statement may be sold by the Holders pursuant to Rule 144(k) 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 Holders; provided, however, the Company agrees to keep any such Registration Statement effective for the entire Effectiveness Period applicable thereto. (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 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. Such Registration Statement shall contain (unless otherwise directed by the holders and except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement or pursuant to judicial and SEC interpretations) 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 reasonably possible but, in any event, no later than the Effectiveness Date, and shall use its reasonable best efforts to keep such Registration Statement effective under the Securities Act until the date which is two years after the Effectiveness Date for such Registration Statement, or such earlier 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"). Thereafter, the Company shall be entitled to withdraw the Registration Statement and the Holders shall have no further right to offer or sell any of the Registrable Securities pursuant to the Registration Statement (or any prospectus relating thereto). (b) If for any reason the Commission does not permit all of the Shares to be included in any 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 any 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, but in any event by the General Partner is furnished 30th day following such date, an additional Registration Statement covering the 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 declared effective shall contain (unless otherwise directed by the Commission. The General Partner will use its best efforts holders and except if otherwise required pursuant to have written comments received from the Commission upon a review of such Registration Statement or pursuant to judicial and SEC interpretations) the "Plan of Distribution" attached hereto as Annex A. The Company shall 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 reasonably possible but, but may file one in any event, no later than its Effectiveness Date, and shall use its reasonable 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 effective under the Securities Act during the entire Effectiveness Period. (c) If: (i) a Registration Statement is not filed on or rules prior to its Filing Date (if the Company files a Registration Statement without affording the Holders the opportunity to review and regulations comment on the same as required by Section 3(a) hereof, the Company shall be deemed to have not filed the Registration Statement until the Holders are provided with such opportunity and any comments received at least two (2) Trading Days prior to the Filing Date have been incorporated into the Registration Statement by means of a pre-effective amendment), 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, without regard to the reason thereunder for or efforts therefor, such Registration StatementStatement 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 thirty (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 thirty (30) Trading Day-period is exceeded, being referred to as "EVENT DATE"; provided, however, if the Registration Statement is timely filed by the Filing Date but the Company is informed by the staff of the Commission that the filing is rejected or that the Commission will not perform the initial screening because the filing did not include the 2003 audited financials, or did not incorporate the 2003 financials by reference or failed to include the auditors' consent with respect thereto, then the Filing Date shall be extended to July 14, 2004; 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 Investment Amount of 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 2% for the first month (1.5% thereafter) of the aggregate Investment Amount paid by such Holder pursuant to the Purchase Agreement. The liquidated damages pursuant to the preceding sentence shall apply and be payable on a pro rata basis for any portion of a month prior to the cure of an Event. 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 twelve percent (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 liquidated damages are due until such amounts, plus all such 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") at any time prior to the fifth Trading Day prior to the Filing Date. 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(c) hereof to such Holder who fails to furnish to the Company a fully completed Selling Holder Questionnaire at least five (5) Trading Days prior to the Filing Date (subject to the requirements set forth in Section 3(a)); PROVIDED, HOWEVER, that in no case shall the Company have any liability whatsoever as a result of, or in connection with, any such Holder's failure to complete a Selling Holder Questionnaire.

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 basis pursuant to Rule 415, on Form S-1 or if eligible, 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) 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 under the Securities Act until the date which is the earlier of (i) 120 days after no Holder is an affiliate of the Company or (ii) such time as all of the Registrable Securities covered by such Registration Statement may be sold by the Holders pursuant to Rule 144 without any volume limitations 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 or (iii) such time as all of the Registrable Securities covered by such Registration Statement have been publicly sold by the Holders (the “Effectiveness Period”). The Company shall 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. By 9:30 a.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 Commission 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) 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 Section 2(a), or for any other reason any outstanding Registrable Securities are not then covered by an effective Registration Statement, then the Company shall prepare and file by the Filing Date for such Registration Statement, 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 basis pursuant to Rule 415, on Form S-1 or if eligible, Form S-3 (a) aboveor on such other form appropriate for such purpose); provided, provided however, that the General Partner is furnished all information with respect to holders of Redemption Shares Company shall not be required to complete file such additional Registration Statement, or may exclude shares from such additional Registration Statement, if it believes in good faith, based upon advice from the Commission’s Staff, that application of Rule 415 would not permit registration of all or the excluded portion of such Registrable Securities; provided further that the Company shall be obligated to use reasonable best efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with Commission guidance. If the Commission does require a reduction in the number of Registrable Securities or other shares of Common Stock that may be included in a Registration Statement, the number of Registrable Securities or other shares of Common Stock to be registered on such Registration Statement and have it declared effective will be reduced on a pro rata basis based on the total number of unregistered shares held by the Commissionholders thereof, subject to a determination by the Commission that certain holders must be reduced before other holders based on the number of shares held by such holders. Each such additional Registration Statement shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such additional Registration Statement) the “Plan of Distribution” attached hereto as Annex A. The General Partner will Company shall use its reasonable best efforts to have the cause each such additional Registration Statement to be declared effective under the Securities Act. The General Partner need not Act as soon as possible but, in any event, by its Effectiveness Date, and shall use its reasonable best efforts to keep such additional Registration Statement continuously effective under the Securities Act during the entire Effectiveness Period. (c) Promptly following any date on which the Company becomes eligible to use a registration statement on Form S-3 to register the Registrable Securities for resale, the Company shall file a separate registration statement on Form S-3 covering the Registrable Securities (or a post-effective amendment on Form S-3 to the then effective Registration Statement) and shall use its reasonable best efforts to cause such Registration Statement to be declared effective as soon as possible thereafter, but in any event prior to 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) 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, by its Effectiveness Date, and shall use its reasonable best efforts to keep such additional Registration Statement continuously effective under the Securities Act during the entire Effectiveness Period. (d) If: (i) a Registration Statement is not filed on or prior to its Filing Date (if the Company files a Registration Statement, but may file one except in the case of an amendment that does not concern a Holder, 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 covering Redemption Shares issuable is not declared effective by the Commission on or prior to its required Effectiveness Date excluding by reason of the Commission’s refusal to accept the Plan of Distribution set forth in Annex A of this Agreement with respect to the ability to sell at prevailing market prices, 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 more than one Limited Partner60 consecutive trading days or more than an aggregate of 90 trading days (which need not be consecutive) in any 12-month period including by reason of the Company’s delaying or suspending such Registration Statement by reason of the Board of Directors concluding in good faith that such suspension or delay is necessary to comply with applicable law or otherwise necessary to avoid harm to the Company (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 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 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 purchase price paid by the Purchaser, up to a maximum aggregate payment of 6.0% of the purchase price paid by the Purchaser. 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 5.0% per annum 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 General Partner further 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. (e) Each Holder agrees to supplement or make amendments to each Registration Statement, if required by the rules, regulations or instructions applicable furnish to the registration Company a completed Questionnaire in the form utilized by attached to this Agreement as Annex B (a “Selling Stockholder Questionnaire”). The Company shall not be required to include the General Partner Registrable Securities of a Holder in a Registration Statement and shall not be required to pay any liquidated or by other damages under Section 2(d) to any Holder who fails to furnish to the Securities Act or rules and regulations thereunder for such Registration StatementCompany a fully completed Selling Stockholder 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 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 the Registrable Securities (other than the 2007 Make Good Shares by Affiliates or others whose Redemption Shares are and the 2008 Make Good Shares) 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) 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 practicable 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 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). (b) If all of the Registrable Securities to be included in the Registration Statement filed pursuant to subsection Section 2(a) cannot be so included due to Commission Comments, 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 (aother than the 2007 Make Good Shares and 2008 Make Good Shares, unless the 2007 Delivery Date or 2008 Delivery Date, as the case may be, shall have occurred) aboveare covered by an existing and effective Registration Statement. Accordingly, provided that if for example, an initial Registration Statement is filed under Section 2(b) to register shares taken off a Registration Statement filed under Section 2(a) due to Commission Comments and Commission Comments again require shares to be removed for such newly filed Registration Statement under this Section 2(b), then the General Partner is furnished Company will prepare and file additional Registration (c) Statements until such time as all information with respect such required shares are covered by effective Registration Statements. Any Registration Statements to holders 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 Redemption Shares required to complete such Registration Statement) the "Plan of 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 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 By 5:00 p.m. (New York City 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). (d) Promptly following any date on which the Company becomes eligible to use a Registration Statement on Form S-3 to register the Registrable Securities for resale, the Company shall file a Registration Statement on Form S-3 covering the Registrable Securities (or a post-effective amendment on Form S-3 to the then effective Registration Statement) and shall cause such Registration Statement to filed by the Filing Date for such Registration Statement and declared effective as soon as possible thereafter, but may in any event prior to 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) the "Plan of Distribution" attached hereto as Annex A. The Company shall use its reasonable best efforts to keep such Registration Statement continuously effective under the Securities Act during the entire Effectiveness Period. By 5:00 p.m. (New York City time) on the Business Day immediately following the Effective Date of such Registration Statement, the Company shall file one 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). (e) On or prior to the applicable Filing Date, the Company shall prepare and file with the Commission a Registration Statement covering Redemption the resale of the 2007 Make Good Shares issuable on Form S-3 if the Company is then eligible to more than one Limited Partnerutilize such Form (or on such other form appropriate for such purpose) 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 prior to 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) the “Plan of Distribution” attached hereto as Annex A. The General Partner further agrees Company shall use its reasonable best efforts to supplement or make amendments keep such Registration Statement continuously effective under the Securities Act during the entire Effectiveness Period which is applicable to each it. By 5:00 p.m. (New York City time) on the Business 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 the final prospectus to be used in connection with sales pursuant to such Registration Statement (whether or rules not such filing is technically required under such Rule) (f) On or prior to the applicable Filing Date, the Company shall prepare and regulations thereunder file with the Commission a Registration Statement covering the resale of the 2008 Make Good Shares on Form S-3 if the Company is then eligible to utilize such Form (or on such other form appropriate for such purpose) 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 prior to 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) the “Plan of Distribution” attached hereto as Annex A. The Company shall use its reasonable best efforts to keep such Registration Statement continuously effective under the Securities Act during the entire Effectiveness Period which is applicable to it. By 5:00 p.m. (New York City 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). (g) 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 in a Registration Statement the Registrable Securities of a 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 As soon as practicable following the terms of any agreement between Closing Date (but not later than 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 ActFiling Date), the General Partner agrees to Company shall prepare and file with the Commission a shelf registration statement “shelf” Registration Statement covering all Registrable Securities for a secondary or resale offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3 (or if such form is not available to the General Partner is eligible to use Company on another form appropriate for 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"registration in accordance herewith). 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 Act not file a separate Registration Statement, but may file one Registration Statement covering Redemption Shares issuable to more later than one Limited Partner. The General Partner further agrees to supplement or make amendments to each Registration Statement, if required by ninety (90) days after 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. Closing Date (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 including filing with the Commission a Registration Statement covering request for acceleration of effectiveness in accordance with Rule 461 promulgated under the resale Securities Act within five (5) Business Days of Redemption Shares the date that the Company is notified (orally or in writing, whichever is earlier) by Affiliates or others whose Redemption Shares are not covered by the Commission that a Registration Statement filed pursuant will not be “reviewed,” or not be subject to subsection (afurther review) above, provided that the General Partner is furnished all information with respect and 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 ActAct until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) with respect to any Holder, such time as all Registrable Securities held by such Holder may be sold without any restriction pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter addressed to the Company’s transfer agent to such effect (the “Effectiveness Period”). The General Partner need not file a separate For purposes of the obligations of the Company under this Agreement, no Registration Statement shall be considered “effective” with respect to any Registrable Securities unless such Registration Statement lists the Holders of such Registrable Securities as “Selling Stockholders” and includes such other information as is required to be disclosed with respect to such Holders to permit them to sell their Registrable Securities pursuant to such Registration Statement, but may file one unless any such Holder is not included as a “Selling Stockholder” pursuant to Section 3(m). 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 Statementalso shall cover, if required by the rules, regulations or instructions applicable to the registration form utilized by the General Partner or by extent allowable under the Securities Act and the Rules promulgated thereunder (including Securities Act Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or rules and regulations thereunder for such Registration Statementsimilar transactions with respect to the Registrable Securities.

Registration. Subject to the terms of any agreement between provisions hereof, and by no later than May 31, 2021 (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 Company shall file with the Commission a shelf registration statement on Form S-3 (if for resale under the General Partner is eligible to use such form) under Rule 415 1933 Act of all or part 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")Registrable Securities. The General Partner will Company shall use its commercially 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 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 amendment declared effective by the SEC as soon as reasonably practicable and, in all events, within 60 days of filing with the Commission. The General Partner will Company shall use its commercially reasonable best efforts to have keep the Registration Statement declared effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of which each Investor may sell all of its Registrable Securities may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 promulgated under the 1933 Act (or successor thereto) 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 (as defined below) and the affected Investor, and (ii) the date on which the Investors shall have sold all the Registrable Securities (the “Registration Period”). The Company shall request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall notify the Investor via facsimile or by e-mail of the effectiveness of a Registration Statement within three (3) Trading Days after the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, within two business days after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Except with respect to the information furnished in writing to the Company by the Investors expressly for use in connection with the preparation of the Registration Statement and any amendments or supplements thereto or prospectus contained therein (as to which the Company makes no representation or warranty), the Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall 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. Not less than three (3) Trading Days prior to the filing of each Registration Statement and not less than one (1) Trading Day prior to the filing of any related Prospectus or any amendment or supplement thereto (including any document that would be incorporated or deemed to be incorporated therein by reference), the Company shall (i) furnish to the Investor copies of all such documents proposed to be filed, which documents (other than those incorporated or deemed to be incorporated by reference) will be subject to the review of the Investors, and (ii) cause its officers and directors, counsel and independent registered public accountants to respond to such inquiries as shall be necessary, in the reasonable opinion of respective counsel to the Investor, to conduct a reasonable investigation within the meaning 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 Statement.

Registration. Subject (a) Saving any current or pending registration of any PainCare capital stock, if within the three (3) year period commencing on the date any PainCare Shares are issued to the terms of Shareholders PainCare proposes for any agreement between reason to register the General Partner and one or more Limited Partners PainCare Shares under the Securities Act [other than a registration in connection with respect to Partnership Units held by them: an exchange offer (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"S-4) or filed in connection with an employee stock option or other benefit plan (Form S-8, or any similar rule substitute form that may be adopted by the Commission)], PainCare shall promptly give written notice to each Shareholder of its intention to so register the PainCare Shares and, upon written request by either Shareholder, given within twenty (20) days after delivery of any such notice by PainCare, to include in such registration PainCare Shares held by such Shareholder (which request shall specify the number of PainCare Shares proposed to be included in such registration). PainCare shall use its reasonable best efforts to cause all such PainCare Shares to be included in such registration on the same terms and conditions as the securities otherwise being included in such registration; if the managing underwriters advise PainCare that the inclusion of the PainCare Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of the PainCare Shares proposed to be registered by PainCare, then PainCare shall include in such registration the PainCare Shares requested to be included in such registration, pro rata from among the holders of any and all PainCare shares to be registered pursuant to such registration according to the number of shares proposed by each holder to be included. In the event PainCare determines not to pursue, or to withdraw, a registration as to which it has given notice pursuant to this section, the Shareholders shall have no further rights hereunder with respect to all such proposed registration. Notwithstanding any other provision of this Section to the contrary, PainCare shall not be required to include any of the REIT PainCare Shares that in a registration statement relating to an underwritten offering of PainCare’s securities unless the Shareholders accept the terms of the underwriting as agreed upon between PainCare and the underwriters selected by it, including, without limitation, any Underwriter’s Cutback and/or Lockup, and the Shareholders agree to promptly execute and/or deliver such documents in connection with such registration as PainCare or the managing underwriter 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 Statementreasonably request. (b) If a Registration Statement Each Shareholder may exercise his rights under subsection (aSection 2.14(b) above is not available under the securities laws or the rules on an unlimited number of the Commission, or if required to permit the resale of Redemption Shares by "Affiliates" occasions. PainCare shall pay all Registration Expenses (as defined below) of any registration effected under this Section, except that in the Securities Act), upon the written request event of any Limited Partner holding at least 20,000 Partnership Unitswithdrawal by a Shareholder, the General Partner agrees withdrawing Shareholder shall pay (or reimburse PainCare for) the amount of registration, filing or listing fees relating to file his PainCare Shares included in the registration and shall pay the fees of PainCare’s counsel associated with such withdrawal, unless such withdrawal is due to the Commission a Registration Statement covering Shareholders obtaining material adverse information that was not known by him at the resale time he requested inclusion of Redemption his PainCare Shares in the registration. (c) The Shareholders may not participate in any registration under this Section which is underwritten unless they agree to sell such PainCare Shares on the basis provided in any underwriting agreement (with terms not inconsistent herewith and customary in underwriting agreements for secondary distributions) approved by Affiliates or others whose Redemption Shares are not covered by a Registration Statement filed pursuant to subsection (a) abovePainCare, provided that the General Partner is furnished all information with respect to holders of Redemption Shares Shareholders shall not be required to complete make any representations or warranties to PainCare or the underwriters (other than representations and warranties regarding such Registration Statement Shareholder 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 StatementShareholder’s intended method of distribution).

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 will as soon as practicable following the Common Stock. Within two weeks prior or subsequent to Closing Date, but not later than ninety (90) days after 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 SEC a shelf registration statement on Form S-3 (if or successor form or another form selected by the General Partner Company that is eligible available to use such form) it under Rule 415 of the Securities Act (a the "Shelf 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")Registrable Securities beneficially owned by Purchasers following the Closing. The General Partner will use Shelf Registration Statement shall contain the Plan of Distribution in substantially the form attached hereto as Exhibit C, except to the extent such plan has been altered by the Purchasers. The Company has informed the Purchaser that the Company may seek to list its best efforts to have common stock on the American Stock Exchange. If such listing is received, the Company anticipates filing the Registration Statement declared effective under on Form S-3 and that the Company's common stock would constitute a "covered security" as defined in Section 18 of the Securities Act. The General Partner If the Company does list its securities on the American Stock Exchange, it will attempt to file the Form S-3 as soon as practical after such listing is received and in any case before the expiration of the above 90 day period. If the company has filed the registration statement on Form SB-2, it 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 registration statement on Form S-3 prior to the registration form utilized by the General Partner or by the Securities Act or rules and regulations thereunder for end of such Registration Statement90 day period. (b) If a (i) the Shelf Registration Statement under subsection (a) above is has 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 been declared effective by the Commission. The General Partner will SEC on or before the 90th day after the Closing Date (the "Default Date"), or (ii) the Purchasers' use its best efforts to have of the prospectus forming a part of the Shelf Registration Statement declared effective under is suspended for more than 45 days in any 12-month period pursuant to Section 9.6(a) (excluding any period for which the Securities Act. The General Partner need not file a separate Registration Statement, but may file one Shelf 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 is not effective between the rules, regulations or instructions applicable time an amendment has been filed to the registration form utilized statement and the time the amendment has been declared effective by the General Partner SEC or state securities regulatory body and assuming the Company is acting in good faith to obtain the effectiveness of that amendment), other than due to any action by the Securities Act Holder, the Company shall pay to Purchaser, as liquidated damages, an amount equal to one quarter percent (.25%) of $3.00 for each Share (adjusted for stock splits, stock dividends, and stock combinations) then held by the Purchaser and for each day after the Default Date that the Shelf Registration Statement is not declared effective or rules for each day in excess of 45 days in any 12 month period that the Purchaser's use of the Shelf Registration Statement is suspended pursuant to Section 9.6(a) (excluding any period for which the Shelf Registration Statement is not effective between the time an amendment has been filed to the registration statement and regulations thereunder for such the time the amendment has been declared effective by the SEC or state securities regulatory body and assuming the Company is acting in good faith to obtain the effectiveness of that amendment). The foregoing payment shall constitute the sole monetary remedy available to the Purchaser in the event that the Company does not comply with the deadlines set forth in Section 9.2(b) or Section 9.6(a) with respect to the effectiveness of the Shelf 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 obligations of the Common StockCompany hereunder shall not come into effect unless and until a Trigger Event has occurred. Within two weeks prior or subsequent At any time after the occurrence of a Trigger Event, the Buyer shall have the right to deliver to the first date upon which the Partnership Units owned by any Limited Partner may be redeemed Company a Filing Notice. (or such later date as may be permitted under applicable provisions b) After receipt of the Securities Act)a valid Filing Notice, the General Partner agrees Company shall, on or prior to each 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 covering the 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 may be issued upon redemption of such Partnership Units pursuant to Section 8.05 hereof ("Redemption Shares")Registrable Securities. The General Partner will 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 the SEC. The Registration Statement shall contain the “Selling Stockholder” 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 Company shall use its best efforts to have the Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the Effectiveness Deadline. By 9:30 a.m. 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 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 Company shall cause the Registration Statement declared to remain effective under until all of the Registrable Securities Acthave 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 (“Registration Period”). Prior to the filing of the Registration Statement with the SEC, the Company shall furnish a draft of the Registration Statement to the Buyer for his review and comment. The General Partner need not file a separate Registration Statement, but may file one Buyer 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 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 Registrable Securities not already covered by Affiliates an existing and effective Registration Statement for an 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 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 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 date which is two years after the date that the Registration Statement is declared effective by the Commission or others whose Redemption Shares such earlier date when all Registrable Securities covered by the 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”). It is agreed and understood that the Company shall, from time to time, be obligated to file an additional Registration Statement to cover any Registrable Securities which are not covered by registered for resale pursuant to a pre-existing Registration Statement. (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 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, 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 basis pursuant to Rule 415, on Form S-3 (a) aboveexcept if the Company is not then eligible to register 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 in which case such registration shall be on another appropriate form for such purpose). Each such Registration Statement and have it declared effective by shall contain (except if otherwise required pursuant to written comments received from the Commission. Commission upon a review of such Registration Statement) the “Plan of Distribution” in substantially the form attached hereto as Annex A. The General Partner will use its best efforts to have the Company shall 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 90th 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 90th 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 (c) 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 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, (iii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within seven 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 subject to further review or (iv) 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 20 consecutive Trading Days or an aggregate of 40 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, and for purposes of clause (iii) the date which such 7 Trading Day period is exceeded, and for purposes of clause (iv) the date which such 20 consecutive or 40 Trading Day-period (as applicable) 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% 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 1.5% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement, provided, that all periods shall be tolled, with respect to a Holder, by the number of Trading 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 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. 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 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 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.

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 Registration. The Purchaser shall, as promptly as reasonably practicable and in any event no later than 30 days after the Common Stock. Within two weeks prior or subsequent to Closing Date (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 a shelf registration statement on Form S-3 SEC an initial Registration Statement (if the General Partner is eligible to use such form) under Rule 415 of the Securities Act (a "Initial Registration Statement") covering the resale of all Registrable Securities. Before filing the Registration Statement, the Purchaser shall furnish to the Antev Vendors a copy of the Registration Statement. The Antev Vendors and their counsel shall have at least three Business Days prior to the anticipated filing date of a Registration Statement to review and comment upon such Registration Statement and any amendment or supplement to such Registration Statement and any related Prospectus, prior to its filing with the SEC. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional Purchaser Shares resulting from stock splits, stock dividends or similar rule that may be adopted by the Commission, transactions with respect to all the Registrable Securities. Such Registration Statement shall not include any Purchaser Shares or other Purchaser Securities for the account of any other holder without the prior written consent of Antev Vendors holding a majority of the REIT Shares that may be issued upon redemption of such Partnership Units pursuant to Section 8.05 hereof ("Redemption Shares")Registrable Securities then outstanding. The General Partner will Purchaser shall (a) use its best commercially reasonable efforts to have address in each such document prior to being so filed with the SEC such comments as are reasonably proposed by the Antev Vendors or their counsel, and (b) not file any Registration Statement declared effective under the Securities Actor Prospectus or any amendment or supplement thereto containing information regarding any Antev Vendor to which such Antev Vendor reasonably objects, unless such information is required to comply with any applicable law or regulation. 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 Each Antev Vendor shall furnish all information reasonably requested by the rules, regulations or instructions applicable Purchaser and as shall be reasonably required in connection with any registration referred to the registration form utilized by the General Partner or by the Securities Act or rules and regulations thereunder for such Registration Statementin this Agreement. (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 Form S-3. Each Registration Statement filed pursuant to subsection Section 11.5(a) shall be on Form S-3; provided that if the Purchaser is not eligible to use Form S-3 or if Form S-3 is not available for the registration of the resale of Registrable Securities, the Purchaser shall (aA) aboveregister the resale of the Registrable Securities on Form S-1 or such other appropriate form as is available for use by the Purchaser for the registration of the resale of Registrable Securities and (B) 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 Purchaser 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 StatementSEC.

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)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-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 (unless otherwise directed by at least an 51% majority in interest of the Holders) substantially the “Plan of Distribution” attached hereto as Annex A. In the event the amount of Registrable Securities which may be included in the Registration Statement is limited due to 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) the Company shall use commercially reasonable efforts to register such maximum portion of the Registrable Securities as permitted by SEC Guidance. Subject to the terms of this Agreement, the Company shall use commercially reasonable efforts to cause 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 be declared effective under the Securities ActAct as promptly as possible after the filing thereof, and shall use commercially reasonable efforts to keep such Registration Statement continuously effective under the Securities Act the earlier of (i) one year from the date of this Agreement or (ii) until all Registrable Securities covered by such Registration Statement have been sold, or may be sold without volume or manner-of-sale restrictions pursuant to Rule 144, without the requirement for the Company to be in compliance with the current public information requirement under Rule 144 (the “Effectiveness Period”). The General Partner need not file Company shall promptly notify the Holders via facsimile or by e-mail of the effectiveness of a separate Registration Statement by the Trading Day immediately following the 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 5:30 p.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. 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 and among the Holders and all of the holders of securities of the Company that have the right to be included in the Registration Statement on a pro rata basis. The General Partner further agrees to supplement or make amendments to each Registration StatementAs among the Holders, if required the amount of Registrable Securities to be to be included in the Registration Statement are to be so reduced, they shall first be reduced by 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 second by Registrable Securities represented by the rules, regulations or instructions applicable Common Shares purchased by the Purchasers pursuant to the registration form utilized by Purchase Agreement. In the General Partner or by event of a cutback hereunder, the Securities Act or rules and regulations thereunder for Company shall give the Holder at least 2 Trading Days prior written notice along with the calculations as to such Registration StatementHolder’s allotment.

Registration. Subject Certificated Notes will be issued only in fully registered form. Interest Each Certificated Note will bear Payments: interest at either a fixed rate (a "Fixed Rate Certificated Note") or at a variable rate as described in such certificated Note and in the Prospectus (a "Floating Rate Certificated Note"). Except as set forth in the Certificated Note, each Certificated Note will bear interest from the Closing Date of such Certificated Note at the annual rate stated on the face thereof, payable semiannually on May 15 and November 15 of each year (each an "Interest Payment Date") and on the Maturity Date subject to certain exceptions. Except as otherwise agreed, interest (including payments for partial periods) will be calculated on the basis of a 360-day year of 12 30-day months. Interest will be payable to the person in whose name the Certificated Note is registered at the close of business on the 15th day (each a "Record Date") next preceding the Interest Payment Date. The first payment of interest on any Certificated Note originally issued between a Record Date and the related Interest Payment Date will be made on such Interest Payment Date immediately following the next succeeding Record Date. Notwithstanding the record date provisions above, interest payable on the Maturity Date will be payable to the person to whom principal shall be payable. Unless other arrangements are made, all interest payments (excluding interest payments made on the Maturity Date) will be made by check mailed to the person entitled thereto as provided above. Within 10 days following each Record Date, the Trustee will inform the Company of the total amount of the interest payments to be made by the Company on the next succeeding Interest Payment Date and the currency or currency units in which such interest payments are to be made. The Trustee will provide monthly to the Company a list of the principal and interest to be paid on Certificated Notes maturing in the next succeeding month. Calculation __________ will be the Agent: Calculation Agent for the Floating Rate Certificated Notes. The Calculation Agent will confirm in writing to the Trustee and any paying agent any calculation immediately after the determination thereof. Neither the Trustee nor any paying agents shall be responsible for any such calculation. Procedure for The Company and the Agents will discuss from time Rate Setting to time the aggregate principal and Posting: amount of, the issuance price of, and the interest rates to be borne by, Certificated Notes that may be sold as a result of the solicitation of offers by the Agents. If the Company decides to set prices of, and rates borne by, any Certificated Notes in respect of which the Agents are to solicit offers (the setting of such prices and rates to be referred to herein as "posting") or if the Company decides to change prices or rates previously posted by it, it will promptly advise the Agents of the prices and rates to be posted. Acceptance of If the Company posts prices and Offers: rates as provided above, each Agent as agent for and on behalf of the Company, shall promptly accept offers received by such Agent to purchase Certificated Notes at the prices and rates so posted, subject to (1) any instructions from the Company received by such Agent concerning the aggregate principal amount of Certificated Notes to be sold at the prices and rates so posted or the period during which such posted prices and rates are to be in effect, (2) any instructions from the Company received by such Agent changing or revoking any posted prices and rates, (3) compliance with the securities laws of the United States and all other jurisdictions and (4) such Agent's right to reject any such offer as provided below. If the Company does not post prices and rates and an Agent receives an offer to purchase Certificated Notes, or, if while posted prices and rates are in effect, an Agent receives an offer to purchase Certificated Notes on terms other than those posted by the Company, such Agent will promptly advise the Company of each such offer other than offers rejected by such Agent as provided below. The Company will have the sole right to accept any such offer to purchase Certificated Notes. The Company may reject any such offer in whole or in part. Each Agent may, in its discretion reasonably exercised, reject any offer to purchase Certificated Notes received by it in whole or in part. Preparation of If any offer to purchase a Sticker: Certificated Note is accepted by or on behalf of the Company, the Company, with the approval of the Agent who presented the offer (the "Presenting Agent") will prepare a sticker reflecting the terms of any agreement between such Certificated Note and will arrange to have stickered Prospectuses, as supplemented to relate to the General Partner Certificated Notes and the plan of distribution thereof (the "Supplemented Prospectus"), filed with the Commission in accordance with Rule 424 under the Act and will supply at least 10 copies thereof (or additional copies if requested) to the Presenting Agent and one copy to the Trustee. The Company shall deliver the stickers via next day mail or more Limited Partners with respect telecopy to Partnership Units held arrive no later than 11:00 A.M. on the Business Day following the sale date to the Presenting Agent at the address designated by them: (a) Shelf Registration it to the Company. The Presenting Agent will cause a stickered Supplemented Prospectus to be delivered to the purchaser of the Common StockCertificated Note. Within two weeks In each instance that a sticker is prepared, the Presenting Agent will affix the sticker to Supplemented Prospectuses prior to their use. Outdated stickers, and the Supplemented Prospectuses to which they are attached (other than those retained for files), will be destroyed. Suspension of The Company reserves the right in its sole discretion, to Solicitation; instruct the Agents to suspend at any time, for any Amendment or subsequent any period of time or permanently, the solicitation of Supplement of offers to purchase Certificated Prospectus: Notes. Upon receipt of instructions from the Company, the Agents will forthwith suspend solicitation of offers to purchase Certificated Notes from the Company until such time as the Company has advised them that such solicitation may be resumed. If the Company decides to amend or supplement the Registration Statement or the Prospectus relating to the first date upon which Certificated Notes (except for a supplement relating to an offering of securities other than the Partnership Units owned by any Limited Partner may be redeemed (Certificated Notes), it will promptly advise the Agents and the Trustee and will furnish the Agents and the Trustee with the proposed amendment or such later date as may be permitted under applicable provisions supplement in accordance with the terms of the Securities Act), the General Partner agrees to Distribution Agreement. The Company will file with the Commission any supplement to the Prospectus relating to the Certificated Notes, provide the Agents with sufficient copies of any such supplement within a shelf registration statement on Form S-3 (if reasonable time prior to the General Partner is eligible to use such form) under Rule 415 earlier of the Securities Act (a "Registration Statement") or any similar rule that may be adopted by the Commission, with respect to all delivery of written confirmation of the REIT Shares that may be issued upon redemption sale of such Partnership Units pursuant Certificated Notes or the delivery of Certificated Notes 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 Statementany purchaser 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 and confirm to the registration form utilized by the General Partner or by the Securities Act or rules and regulations thereunder for Agents that 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 supplement has been 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. If at the time the Company suspends solicitation of offers to purchase Certificated Notes there shall be any outstanding offers to purchase Certificated Notes that have been accepted by the Company but for which settlement has not yet occurred, the Company will promptly advise the Presenting Agent or Agents and the Trustee whether such sales may be settled and whether copies of the Prospectus as supplemented to the time of the suspension may be delivered in connection with the settlement of such sales. The General Partner Company 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 sole responsibility for such Registration Statementdecision and for any arrangements which may be made in the event that the Company determines that such sales may not be settled or that copies of such Prospectus may not be so delivered.

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 Company and 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 Guarantors 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 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 not already covered by Affiliates an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement (i) 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 for such purpose) and, if the Company is a WKSI as of the Filing Date, shall be an Automatic Shelf Registration Statement and (ii) shall contain (except if otherwise requested by the Electing Holders or others whose Redemption Shares 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 and the Guarantors will use their commercially reasonable efforts to cause the Registration Statement to be declared effective or otherwise to become effective under the Securities Act as soon as possible but, in any event, no later than the Effectiveness Date, and will use their commercially reasonable efforts to keep the Registration Statement continuously effective under the Securities Act until the registration rights under this Agreement terminate in accordance with Section 2(d) (the “Effectiveness Period”). In addition, the Company and the Guarantors will, promptly and from time to time, file such additional Registration Statements to cover resales of any Registrable Securities which are not covered registered for resale pursuant to a pre-existing Registration Statement no later than the Filing Date with respect thereto, and will use their commercially reasonable efforts to cause such Registration Statement to be declared effective or otherwise to become effective under the Securities Act as soon as practicable after the applicable Filing Date but, in any event, no later than the applicable Effectiveness Date, and will use their commercially reasonable efforts to keep the Registration Statement continuously effective under the Securities Act at all times during the Effectiveness Period. Notwithstanding anything to the contrary in this Agreement, upon notice to the Holders, without incurring or accruing any obligation to pay any Special Payments pursuant to Section 2(b), the Company may suspend the use or the effectiveness of the Registration Statement, or extend the time period in which it is required to file the Registration Statement, for up to 60 consecutive days and up to 100 days in the aggregate, in any 365-day period (a “Suspension Period”) if the Board of Directors of the Company determines that there is a valid business purpose for suspension of the Registration Statement, which valid business purpose shall include without limitation plans for a registered public offering, an acquisition or other proposed or pending corporate developments and similar events (it being agreed that the notice of the Suspension Period shall not state the reason therefore). In the event the Company exercises its rights under the preceding sentence, the Holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to such Registration Statement in connection with any sale or offer to sell Registrable Securities and not to sell any Registrable Securities pursuant thereto until such Holder has been advised in writing by the Company that the applicable Prospectus may be used or is effective (which notice the Company agrees to provide promptly following the lapse of the event or circumstance giving rise to such suspension). Each Holder shall keep confidential the fact of the delivery of the suspension notice except as required by applicable law. (b) If: (i) any Registration Statement is not filed on or prior to its Filing Date, (ii) 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 not declared effective by the Commission. The General Partner will use Commission or does not otherwise become effective on or prior to its best efforts required Effectiveness Date, or (iii) after its Effective Date, such Registration Statement ceases for any reason to have 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 Effectiveness Period (in each case, except as specifically permitted herein with respect to any applicable Suspension Period) (any such failure or breach being referred to as a “Registration Default,” and for purposes of clauses (i) or (ii) the date on which such Registration Default occurs, and for purposes of clause (iii) the date on which the Registration Statement declared ceases to be effective and available, being referred to as the “Registration Default Date” and each period from and including the Registration Default Date during which a Registration Default has occurred and is continuing, a “Registration Default Period”), then, during the Registration Default Period, in addition to any other rights available to the Holders (including, without limitation, pursuant to Section 7(a)), the Company and the Guarantors will pay a special payment (collectively, “Special Payments”) to Holders of Notes in respect of each Note that is a Registrable Security, in an amount equal to 0.50% per annum of the principal amount of such Note. Special Payments shall accrue from the applicable Registration Default Date until all Registration Defaults have been cured and shall be payable semi-annually in arrears on each April 1 and October 1 following the applicable Registration Default Date to the record holder of the applicable security on the date that is 15 days prior to such payment date, until paid in full. Special Payments payable in respect of any Registration Default Period shall be computed on the basis of a 360-day year consisting of twelve 30-day months. Special Payments shall be payable only with respect to a single Registration Default at any given time, notwithstanding the fact that multiple Registration Defaults may have occurred and be continuing. The obligations to pay Special Payments is a joint and several obligation of the Company and the Guarantors. (c) The Company shall not, from the date hereof until the Effective Date of the initial Registration Statement, prepare and file with the Commission a registration statement relating to an offering of any of its securities for its own account or the account of others under the Securities Act. . (d) The General Partner need not file a separate Registration Statementregistration rights granted under this Section 2 shall automatically terminate upon the earlier of (i) such time as there are no outstanding Registrable Securities and (ii) March 29, 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 Statement2018.

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 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 Holder 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 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(f). (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 Holder 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(f); 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 Holder 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 Holder. (d) 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. (be) 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 Holder, 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 Holder. In the event of a cutback pursuant to this Section 2(e), the Company shall give the Holder at least 20,000 Partnership Unitsfive (5) Trading Days prior written notice along with the calculations as to the Holder’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. (f) 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 Holder 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 Holder is 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 Holder 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 Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to the product of five percent (5.0%) 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 Purhase 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 eighteen percent (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. If the Company fails to pay the above liquidated damages and interest to the Holder, such amounts will be added to the principal of the Note that the Holder has with the Company (g) In the event that any Event occurs for any reason outside of the control of the Company, then at the option of the Holder during the five (5) Business Day period following the date of the occurrence of the Event, the Company shall repay to the Holder, collectively, (i) 105% of Purchase Price of the Note and the Warrants plus (ii) all other amounts, costs, fees (including late fees), expenses, indemnification and liquidated and other damages and other amounts due to the Holder pursuant to the terms of the Transaction Documents. Following such repayment, the Note and Warrants any Conversion Shares any shares of Common Stock issued on any conversion of the Note and Warrants shall each be deemed paid in full, terminated and redeemed. (h) 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 Holder or by any Affiliate of Holder as an underwriter without the Securities Act or rules and regulations thereunder for such Registration Statementprior written consent of the 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 prior or subsequent to the first date upon which the Partnership Units owned by any Limited Partner may be redeemed (or such As soon as reasonably practicable but in no event later date as may be permitted under applicable provisions of the Securities Act)than 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 existing and effective Registration Statement 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 such other means of distribution of Registrable Securities as the Holders may reasonably specify. 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 (which may be modified to respond to comments, if any, provided by the Commission). 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 promptly but, in any event, no later than the Effectiveness Date for such Registration Statement, and shall, subject to Section 7(d) 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”). 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 60 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 the Commission informs the Company that (a) 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, or (b) the staff of the Commission (the “Staff”) or the Commission seeks to characterize any offering pursuant to a Registration Statement filed pursuant to subsection (a) abovethis Agreement as constituting an offering of securities by, provided or on behalf of, the Company, or in any other manner, such that the General Partner is furnished Staff or the Commission do not permit such Registration Statement to become effective and used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Holders participating therein (or as otherwise may be acceptable to each Holder) without being named therein as an “underwriter,” then the Company agrees to promptly (i) inform each of the Holders thereof, (ii) use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission and/or (iii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the Commission for the registration of all information the Registrable Securities. 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 first 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, and second 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”). In addition, in the event that the Staff or the Commission requires any Holder seeking to sell securities under a Registration Statement filed pursuant to this Agreement to be specifically identified as an “underwriter” in order to permit such Registration Statement to become effective, and such Holder does not consent to being so named as an underwriter in such Registration Statement, then, in each such case, the Company shall reduce the total number of Registrable Securities to be registered on behalf of such Holder, until such time as the Staff or the Commission does not require such identification or until such Holder accepts such identification and the manner thereof. Any reduction pursuant to this paragraph will first reduce all securities that are not Registrable Securities and then to the Holders pro rata in accordance with the number of such Registrable Securities sought to be included in such Registration Statement by reference to the amount of Registrable Securities set forth opposite such Holder’s name (and in the case of a subsequent transfer, the initial Holder’s) relative to the aggregate amount of all Registrable Securities. In the event of any reduction in Registrable Securities pursuant to this paragraph, an affected Holder shall have the right to require, upon delivery of a written request to the Company signed by such Holder, the Company to file a registration statement within 45 days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the Commission) for resale by such Holder in a manner acceptable to such Holder, and the Company shall following such request cause to be and keep effective such registration statement in the same manner as otherwise contemplated in this Agreement for registration statements hereunder, in each case until such time as: (i) all Registrable Securities held by such Holder have been registered and sold or transferred pursuant to an effective Registration Statement in a manner acceptable to such Holder; or (ii) all Registrable Securities may be resold by such Holder without restriction (including, without limitation, volume limitations) pursuant to Rule 144 (taking account of any Staff position with respect to holders of Redemption Shares “affiliate” status) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable); or (iii) such Holder agrees to complete be named as an underwriter in any such Registration Statement in a manner acceptable to such Holder as to all Registrable Securities held by such Holder and that have not theretofore been included in a Registration Statement under this Agreement (it being understood that the special demand right under this sentence may be exercised by a Holder multiple times until all such Reduction Securities have been registered for resale or have been resold pursuant to Rule 144). 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. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by the Commission, one or more registration statements on Form S-3 or, if the Company is ineligible to register for resale the Registrable Securities on Form S-3, such other form available to register for resale all of the Reduction Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”). Such Remainder Registration Statements shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of any such Registration Statement) the “Plan of Distribution” in substantially the form attached hereto as Annex A (which may be modified to respond to comments, if any, provided by the Commission). The Company shall use its commercially reasonable efforts to cause each such Remainder 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 each such Remainder 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 a Remainder 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 60 Trading Days (which need not be consecutive) in any given 360-day period. (c) If: (i) the Initial Registration Statement is not filed with the Commission on or prior to the Filing Date, (ii) the Initial Registration Statement is not declared effective by the Commission (or otherwise does not become effective) on or prior to the Effectiveness Date or (iii) after the date it is declared effective by the Commission and except as provided in the last sentence of this Section 2(c), Section 2(d) and 3(i), (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 continuously effective as to all Registrable Securities included in such Registration Statement or (B) the Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities for any reason (other than due to a change in the “Plan of Distribution” or the inaccuracy of any information regarding the Holders) in each case for more than an aggregate of 30 consecutive Trading Days or 60 Trading Days (which need not be consecutive) in any given 360-day period (other than as a result of a breach of this Agreement or the Purchase Agreement by a Holder), or (iv) the Company fails to satisfy the current public information requirement pursuant to Rule 144(c)(1) as a result of which the Holders who are not affiliates are unable to sell Registrable Securities without restriction under Rule 144 (or any successor thereto), (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 (iv), the date on which such Event occurs, or for purposes of clause (iii), the date on which such 30 or 60 Trading Day period is exceeded, being referred to as an “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 earlier of (1) the applicable Event is cured or (2) the Registrable Securities are eligible for resale pursuant to Rule 144 without manner of sale or volume restrictions or the current public information requirement, the Company shall pay to each Holder an amount in cash, as partial liquidated damages (“Liquidated Damages”) equal to one percent 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 notwithstanding anything to the contrary herein or in the Purchase Agreement, no Liquidated Damages shall be payable with respect to any period after the expiration of the Effectiveness Period (except in respect of an Event described in Section 2(c)(iv) herein) (it being understood that this sentence shall not relieve the Company of any Liquidated Damages accruing prior to the Effectiveness Deadline), and in no event shall the aggregate amount of Liquidated Damages (excluding Liquidated Damages payable in respect of an Event described in Section 2(c)(iv) herein) payable to a Holder exceed, in the aggregate, five percent of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement. 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 Company shall not be liable for Liquidated Damages under this Agreement as to any Registrable Securities which are not permitted by the Commission to be included in a Registration Statement. In such case, the Liquidated Damages shall be calculated to only apply to the percentage of Registrable Securities which are permitted to be included in such Registration Statement. The Effectiveness Deadline for a Registration Statement shall be extended without default or Liquidated Damages hereunder in the event that the Company’s failure to 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 Securities Act (in which case the Effectiveness Deadline would be extended with respect to Registrable Securities held by such Purchaser). Notwithstanding anything herein to the contrary, (i) any time period commencing with the filing of a post-effective amendment to a Registration Statement and continuing until the time such Registration Statement has been declared effective by the Commission shall not be considered an Event hereunder and no Liquidated Damages shall accrue or be payable with respect thereto so long as such Registration Statement remains effective and available for the resale of such Registrable Securities during such period and (ii) such Liquidated Damages shall not otherwise limit or affect any other remedies at law or in equity of the Holders, with respect to any breach of the Company’s obligations under this Agreement or the Purchase Agreement. (d) 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 the Holders and (ii) undertake to register the Registrable Securities on Form S-3 promptly after 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. The General Partner will use its best efforts If the Company elects to register the Registrable Securities on Form S-3 by filing a post-effective amendment to the then effective registration statement covering such Registrable Securities, then, subject to the proviso contained in clause (ii) of the preceding sentence, the Company shall have a period of up to 50 days between the Registration Statement filing of such post-effective amendment to register the Registrable Securities on Form S-3 and, subject to the proviso contained in clause (ii), the delay (up until such 50-day period) in such amendment being declared effective under the Securities Act. The General Partner need not file a separate Registration Statementshall not, but may file one Registration Statement covering Redemption Shares issuable to more than one Limited Partner. The General Partner further agrees to supplement in and of itself, be considered an Event hereunder and no Liquidated Damages shall accrue 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 Statementbe payable with respect thereto.