Second Amended And Restated Agreement Sample Contracts

American Realty Capital Trust V, Inc. – Second Amended and Restated Agreement of Limited Partnership of American Finance Operating Partnership, L.P. Recitals (July 19th, 2018)

THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (this "Agreement") of AMERICAN FINANCE OPERATING PARTNERSHIP, L.P. (the "Partnership"), is entered into by AMERICAN FINANCE TRUST, INC., a Maryland corporation (in its capacity as general partner of the Partnership, together with its successors and permitted assigns that are admitted to the Partnership as a general partner of the Partnership in accordance with the terms hereof, the "General Partner"), for itself and the Limited Partners listed on Schedule A and any other limited partner or general partner that is admitted from time to time to the Partnership and listed on Schedule A attached hereto, on July 19, 2018.

Kimbell Royalty Partners, LP – Second Amended and Restated Agreement of Limited Partnership of Kimbell Royalty Partners, Lp (July 18th, 2018)

THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF KIMBELL ROYALTY PARTNERS, LP, dated as of July 12, 2018, is entered into by and among KIMBELL ROYALTY GP, LLC, a Delaware limited liability company, as the General Partner, and with any other Persons who are or become Partners in the Partnership or parties hereto as provided herein.

Gladstone Commercial Corporation – SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF GLADSTONE COMMERCIAL LIMITED PARTNERSHIP a Delaware Limited Partnership Dated as of July 11, 2018 (July 11th, 2018)

THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF GLADSTONE COMMERCIAL LIMITED PARTNERSHIP, dated as of July 11, 2018 (the Effective Date), is made by and among Parent, the General Partner and each of the other Persons who is a party to or otherwise bound by this Agreement and is listed as a Holder in the books and records of the Partnership.

Tallgrass Energy GP, LP – SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF TALLGRASS ENERGY, LP a Delaware Limited Partnership Dated as of July 1, 2018 (July 2nd, 2018)

THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF TALLGRASS ENERGY, LP dated as of July 1, 2018, is entered into by and between Tallgrass Energy GP, LLC, a Delaware limited liability company, as the General Partner, the Persons executing a counterpart of this Agreement as Limited Partners and any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:

SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF NEWMARK PARTNERS, L.P. Dated as of June 19, 2018 (June 20th, 2018)

This SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (together with all exhibits, annexes and schedules hereto, this Agreement) of Newmark Partners, L.P., a Delaware limited partnership (the Partnership), dated as of June 19, 2018, is by and among Newmark Holdings, LLC, a Delaware limited liability company (Newmark Holdings, LLC), as the general partner; Newmark Holdings, L.P., a Delaware limited partnership (Newmark Holdings), as a limited partner; Newmark Group, Inc., a Delaware corporation (Newmark), for purposes of Article IX and as a limited partner; Royal Bank of Canada (the Preferred Unitholder), as a limited partner; and the Persons to be admitted as Partners (as defined below) or otherwise parties hereto as set forth herein.

Newmark Group, Inc. – SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF NEWMARK PARTNERS, L.P. Dated as of June 19, 2018 (June 20th, 2018)

This SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (together with all exhibits, annexes and schedules hereto, this Agreement) of Newmark Partners, L.P., a Delaware limited partnership (the Partnership), dated as of June 19, 2018, is by and among Newmark Holdings, LLC, a Delaware limited liability company (Newmark Holdings, LLC), as the general partner; Newmark Holdings, L.P., a Delaware limited partnership (Newmark Holdings), as a limited partner; Newmark Group, Inc., a Delaware corporation (Newmark), for purposes of Article IX and as a limited partner; Royal Bank of Canada (the Preferred Unitholder), as a limited partner; and the Persons to be admitted as Partners (as defined below) or otherwise parties hereto as set forth herein.

Alliance Holdings Gp L.P. – Second Amended and Restated Agreement of Limited Partnership of Alliance Holdings Gp, L.P. (June 6th, 2018)

THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (this Agreement) of Alliance Holdings GP, L.P., a Delaware limited partnership (the Partnership), effective as of May 31, 2018, is adopted, executed and agreed to by and among Alliance GP, LLC, a Delaware limited liability company, as the General Partner, and Alliance Resource GP, LLC, a Delaware limited liability company, as the Limited Partner, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. Pursuant to and in accordance with the Simplification Agreement, dated February 22, 2018, by and among the Partnership, Alliance GP, LLC, Wildcat GP Merger Sub, LLC, MGP II, LLC, ARM GP Holdings, Inc., New AHGP GP, LLC, Alliance Resource Partners, L.P., Alliance Resource Management GP, LLC, and Alliance Resource GP, LLC, this Agreement hereby amends and restates the Amended and Restated Agreement of Limited Partnership of Alliance Holdings GP, L.P., dated as of May 15,

Alliance Resource Partners, L.P. – Second Amended and Restated Agreement of Limited Partnership of Alliance Holdings Gp, L.P. (June 6th, 2018)

THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (this Agreement) of Alliance Holdings GP, L.P., a Delaware limited partnership (the Partnership), effective as of May 31, 2018, is adopted, executed and agreed to by and among Alliance GP, LLC, a Delaware limited liability company, as the General Partner, and Alliance Resource GP, LLC, a Delaware limited liability company, as the Limited Partner, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. Pursuant to and in accordance with the Simplification Agreement, dated February 22, 2018, by and among the Partnership, Alliance GP, LLC, Wildcat GP Merger Sub, LLC, MGP II, LLC, ARM GP Holdings, Inc., New AHGP GP, LLC, Alliance Resource Partners, L.P., Alliance Resource Management GP, LLC, and Alliance Resource GP, LLC, this Agreement hereby amends and restates the Amended and Restated Agreement of Limited Partnership of Alliance Holdings GP, L.P., dated as of May 15,

Viper Energy Partners LP – First Amendment to Second Amended and Restated Agreement of Limited Partnership of Viper Energy Partners Lp (May 15th, 2018)

THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF VIPER ENERGY PARTNERS LP, dated as of May 10, 2018 (this "Amendment"), is entered into by VIPER ENERGY PARTNERS GP LLC (the "General Partner"), a Delaware limited liability company and the general partner of VIPER ENERGY PARTNERS LP (the "Partnership"), a Delaware limited partnership, pursuant to the authority granted to the General Partner in Section 13.1 of the Second Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of May 9, 2018 (the "Partnership Agreement"). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Partnership Agreement.

Sixth Amendment to Second Amended and Restated Agreement of Limited Partnership of Mack-Cali Realty, L.P. (April 24th, 2018)

THIS SIXTH AMENDMENT TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF MACK-CALI REALTY, L.P. (the Sixth Amendment), dated as of April 20, 2018, to that certain Second Amended and Restated Agreement of Limited Partnership, dated as of December 11, 1997, as amended through the date hereof (collectively, the Agreement), of Mack-Cali Realty, L.P., a Delaware limited partnership (the Partnership). Capitalized terms used herein but not defined herein shall have the meanings given such terms in the Agreement.

Global Net Lease, Inc. – To Second Amended and Restated Agreement of Limited Partnership of Global Net Lease Operating Partnership, L.P. (March 23rd, 2018)

THIS FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF GLOBAL NET LEASE OPERATING PARTNERSHIP, L.P. (this "Amendment"), dated as of March 23, 2018, is entered into by GLOBAL NET LEASE, INC., a Maryland corporation (the "General Partner"), as general partner of GLOBAL NET LEASE OPERATING PARTNERSHIP, L.P., a Maryland limited partnership (the "Partnership"), for itself and on behalf of any limited partners of the Partnership.

Boston Properties Limited Partnership One Hundred Forty-Ninth Amendment to Second Amended and Restated Agreement of Limited Partnership (February 28th, 2018)

This One Hundred Forty-Ninth Amendment is made as of December 15, 2017 by Boston Properties, Inc., a Delaware corporation, as general partner (the "General Partner" or the "Company") of Boston Properties Limited Partnership, a Delaware limited partnership (the "Partnership"), for the purpose of amending the Second Amended and Restated Agreement of Limited Partnership of the Partnership dated June 29, 1998, as amended (the "Partnership Agreement"). All capitalized terms used herein and not defined shall have the respective meanings assigned to them in the Partnership Agreement.

Madison Gas & Electric Co – SECOND AMENDED AND RESTATED AGREEMENT FOR CONSTRUCTION AND OPERATION OF COLUMBIA GENERATING PLANT Wisconsin Power and Light Company, Wisconsin Public Service Corporation, And, Madison Gas and Electric Company (February 23rd, 2018)

THIS SECOND AMENDED AND RESTATED AGREEMENT FOR THE CONSTRUCTION AND OPERATION OF COLUMBIA GENERATING PLANT (this Agreement) is made and entered into as of this 5th day of December, 2017 (the Effective Date), by and among Wisconsin Power and Light Company, a Wisconsin corporation (Power Company), Wisconsin Public Service Corporation, a Wisconsin corporation (WPSC), and Madison Gas and Electric Company, a Wisconsin corporation (MGE). The parties hereto are sometimes individually referred to as, a Company or a Party, and collectively referred to as, the Companies or the Parties.

Access Midstream Partners L.P. – Second Amended and Restated Agreement of Limited Partnership of Williams Partners L.P. (February 1st, 2018)

THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF WILLIAMS PARTNERS L.P., dated as of February 1, 2018, is entered into by and among WPZ GP, LLC, a Delaware limited liability company, as the General Partner, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein.

CONE Midstream Partners LP – SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CNX MIDSTREAM PARTNERS LP a Delaware Limited Partnership Dated as of January 3, 2018 (January 3rd, 2018)

THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CNX MIDSTREAM PARTNERS LP, dated as of January 3, 2018, is entered into by and between CNX MIDSTREAM GP LLC, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein.

SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF BGC HOLDINGS, L.P. Amended and Restated as of December 13, 2017 (December 19th, 2017)

This SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (together with all exhibits, annexes and schedules hereto, this Agreement) of BGC Holdings, L.P., a Delaware limited partnership (the Partnership), dated as of December 13, 2017, is by and among BGC GP, LLC, a Delaware limited liability company (BGC GP, LLC), as the general partner of the Partnership, Cantor Fitzgerald, L.P., a Delaware limited partnership (Cantor), as a limited partner, BGC Partners, Inc., a Delaware corporation (BGC Partners), and the Persons to be admitted as Partners (as defined below) or otherwise parties hereto as set forth herein; and for the limited purposes set forth in Article VIII and Section 12.09, Newmark Group, Inc., a Delaware corporation (Newmark), and Newmark Holdings, L.P., a Delaware limited partnership (Newmark Holdings).

Newmark Group, Inc. – SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF BGC HOLDINGS, L.P. Amended and Restated as of December 13, 2017 (December 19th, 2017)

This SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (together with all exhibits, annexes and schedules hereto, this Agreement) of BGC Holdings, L.P., a Delaware limited partnership (the Partnership), dated as of December 13, 2017, is by and among BGC GP, LLC, a Delaware limited liability company (BGC GP, LLC), as the general partner of the Partnership, Cantor Fitzgerald, L.P., a Delaware limited partnership (Cantor), as a limited partner, BGC Partners, Inc., a Delaware corporation (BGC Partners), and the Persons to be admitted as Partners (as defined below) or otherwise parties hereto as set forth herein; and for the limited purposes set forth in Article VIII and Section 12.09, Newmark Group, Inc., a Delaware corporation (Newmark), and Newmark Holdings, L.P., a Delaware limited partnership (Newmark Holdings).

SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF BGC PARTNERS, L.P. Amended and Restated as of December 13, 20171 (December 19th, 2017)

This SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (together with all exhibits, annexes and schedules hereto, this Agreement) of BGC Partners, L.P., a Delaware limited partnership (the Partnership), dated as of December 13, 2017, is by and among BGC Holdings, LLC, a Delaware limited liability company (BGC Holdings, LLC), as general partner; BGC Holdings, L.P., a Delaware limited partnership, (Holdings), as a limited partner, BGC Holdings U.S., Inc., a Delaware corporation (BGC Holdings US), as a limited partner, BGC Partners, Inc., a Delaware corporation (BGC Partners), as a limited partner, BGC Financial Group, Inc., a Delaware corporation, as a limited partner, and the Persons to be admitted as Partners (as defined below) or otherwise parties hereto as set forth herein.

SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF BGC GLOBAL HOLDINGS, L.P. Amended and Restated as of December 13, 20171 (December 19th, 2017)

This SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (together with all exhibits, annexes and schedules hereto, this Agreement) of BGC Partners Global Holdings, L.P., a Cayman Islands exempted limited partnership (the Partnership), dated as of December 13, 2017, is by and among BGC Global Holdings GP Limited, a Cayman Islands exempted limited company (BGC Global Holdings GP Limited), as general partner; BGC Holdings, L.P., a Delaware limited partnership (Holdings), as a limited partner, and BGC Global Limited, a limited company incorporated in England and Wales (BGC Global Limited), as a limited partner, and the Persons to be admitted as Partners (as defined below) or otherwise parties hereto as set forth herein.

Global Net Lease, Inc. – To Second Amended and Restated Agreement of Limited Partnership of Global Net Lease Operating Partnership, L.P. (December 18th, 2017)

THIS THIRD AMENDMENT TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF GLOBAL NET LEASE OPERATING PARTNERSHIP, L.P. (this "Amendment"), dated as of December 15, 2017, is entered into by GLOBAL NET LEASE, INC., a Maryland corporation (the "General Partner"), as general partner of GLOBAL NET LEASE OPERATING PARTNERSHIP, L.P., a Maryland limited partnership (the "Partnership"), for itself and on behalf of any limited partners of the Partnership.

Forty-Seventh Amendment to Second Amended and Restated Agreement of Limited Partnership of Vornado Realty L.P. (December 13th, 2017)

THIS FORTY-SEVENTH AMENDMENT TO THE SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF VORNADO REALTY L.P. (this Amendment), dated as of December 13, 2017, is hereby adopted by Vornado Realty Trust, a Maryland real estate investment trust (defined in the Agreement, hereinafter defined, as the General Partner), as the general partner of Vornado Realty L.P., a Delaware limited partnership (the Partnership). For ease of reference, capitalized terms used herein and not otherwise defined have the meanings assigned to them in the Second Amended and Restated Agreement of Limited Partnership of Vornado Realty L.P. dated as of October 20, 1997, as amended by the Amendment to Second Amended and Restated Agreement of Limited Partnership of Vornado Realty L.P., dated as of December 16, 1997, and further amended by the Second Amendment to Second Amended and Restated Agreement of Limited Partnership of Vornado Realty L.P., dated as of April 1, 1998, the Third Amendment to Second Amende

Newmark Group, Inc. – SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF BGC HOLDINGS, L.P. Amended and Restated as of [*], 2017 (December 12th, 2017)

This SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (together with all exhibits, annexes and schedules hereto, this Agreement) of BGC Holdings, L.P., a Delaware limited partnership (the Partnership), dated as of [*], is by and among BGC GP, LLC, a Delaware limited liability company (BGC GP, LLC), as the general partner of the Partnership, Cantor Fitzgerald, L.P., a Delaware limited partnership (Cantor), as a limited partner, BGC Partners, Inc., a Delaware corporation (BGC Partners), and the Persons to be admitted as Partners (as defined below) or otherwise parties hereto as set forth herein; and for the limited purposes set forth in Article VIII and Section 12.09, Newmark Group, Inc., a Delaware corporation (Newmark), and Newmark Holdings, L.P., a Delaware limited partnership (Newmark Holdings).

Spectra Energy Partners, LP – Amendment No. 2 to the Second Amended and Restated Agreement of Limited Partnership of Spectra Energy Partners, Lp (November 21st, 2017)

This Amendment No. 2 (this "Amendment") to the Second Amended and Restated Agreement of Limited Partnership of Spectra Energy Partners, LP, a Delaware limited partnership (the "Partnership"), dated as of November 1, 2013, as amended by Amendment No. 1 to the Second Amended and Restated Agreement of Limited Partnership of the Partnership dated July 2, 2015 (as amended, the "Partnership Agreement"), is entered into effective as of November 20, 2017, by Spectra Energy Partners (DE) GP, LP, a Delaware limited partnership, as the General Partner. Capitalized terms used but not defined herein are used as defined in the Partnership Agreement.

Dcp Midstream Partners Lp – Amendment No. 5 to the Second Amended and Restated Agreement of Limited Partnership of Dcp Midstream, Lp (November 20th, 2017)

This Amendment No. 5 (this Amendment) to the Second Amended and Restated Agreement of Limited Partnership of DCP Midstream, LP, dated effective as of November 1, 2006 (as amended previously through the date hereof, the Partnership Agreement), is entered into and is effective as of November 20, 2017, by DCP Midstream GP, LP, a Delaware limited partnership (the General Partner), in its capacity as the general partner of the Partnership, pursuant to the authority granted to the General Partner in Article XIII of the Partnership Agreement. Capitalized terms used but not defined herein are used as defined in the Partnership Agreement.

Bluerock Residential Growth REIT, Inc. – Second Amended and Restated Agreement of Limited Partnership of Bluerock Residential Holdings, L.P. Designation of Additional Series B Redeemable Preferred Units November 15, 2017 (November 20th, 2017)

Pursuant to Section 4.02 and Article XI of the Second Amended and Restated Agreement of Limited Partnership of Bluerock Residential Holdings, L.P. (the "Partnership Agreement"), the General Partner hereby amends the Partnership Agreement as follows:

SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF SUMMIT MIDSTREAM PARTNERS, LP a Delaware Limited Partnership Dated as of November 14, 2017 (November 14th, 2017)

THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF SUMMIT MIDSTREAM PARTNERS, LP dated as of November 14, 2017, is entered into by and between Summit Midstream GP, LLC, a Delaware limited liability company, as the General Partner, and Summit Midstream Partners, LLC, a Delaware limited liability company, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein.

Stonemor Partners L.P. – Amendment No. 1 to Second Amended and Restated Agreement of Limited Partnership of Stonemor Partners L.P. (November 9th, 2017)

This Amendment No. 1 (this "Amendment") to Second Amended and Restated Agreement of Limited Partnership of StoneMor Partners L.P., a Delaware limited partnership (the "Partnership"), dated as of September 9, 2008 (the "Partnership Agreement"), is entered into effective as of November 3, 2017, by StoneMor GP LLC, a Delaware limited liability company (the "General Partner"), as the general partner of the Partnership. Capitalized terms used but not defined herein are used as defined in the Partnership Agreement.

Western Gas Partners Lp – Amendment No. 3 to the Second Amended and Restated Agreement of Limited Partnership of Western Gas Partners, Lp (November 9th, 2017)

This Amendment No. 3 (this "Amendment") to the Second Amended and Restated Agreement of Limited Partnership of Western Gas Partners, LP, a Delaware limited partnership (the "Partnership"), dated as of March 14, 2016, amended by Amendments No. 1 and No. 2, dated as of March 14, 2016 and February 22, 2017, respectively (as so amended, the "Partnership Agreement"), is entered into effective as of November 9, 2017, by Western Gas Holdings, LLC, a Delaware limited liability company (the "General Partner"), as the general partner of the Partnership. Capitalized terms used but not defined herein are used as defined in the Partnership Agreement.

Bluerock Residential Growth REIT, Inc. – EIGHTH AMENDMENT TO THE SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF BLUEROCK RESIDENTIAL HOLDINGS, L.P. DESIGNATION OF CLASS a PERFORMANCE LTIP UNITS October 31, 2017 (November 6th, 2017)

Pursuant to Section 4.02 and Article XI of the Second Amended and Restated Agreement of Limited Partnership of Bluerock Residential Holdings, L.P. (the "Partnership Agreement"), the General Partner hereby amends the Partnership Agreement as follows in connection the designation and issuance of the Class A Performance LTIP Units (as defined below):

Holly Energy Partners, L.P. – Second Amended and Restated Agreement of Limited Partnership of Holly Energy Partners, L.P. (November 1st, 2017)

THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF HOLLY ENERGY PARTNERS, L.P. dated as of October 31, 2017, is entered into by and between HEP Logistics Holdings, L.P., a Delaware limited partnership, as the General Partner, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein.

Tesoro Logistics Lp Common Unit – SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ANDEAVOR LOGISTICS LP Dated October 30, 2017 (October 31st, 2017)

THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ANDEAVOR LOGISTICS LP dated as of October 30, 2017, is entered into by and between Tesoro Logistics GP, LLC, a Delaware limited liability company, as the General Partner, together with any other Persons who are or become Partners in the Partnership or parties hereto as provided herein.

Workspace Property Trust – SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF WORKSPACE PROPERTY TRUST, L.P. A Delaware Limited Partnership (October 27th, 2017)

THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF WORKSPACE PROPERTY TRUST, L.P., dated as of , 2017 (the Effective Date), is made and entered into by and among WORKSPACE PROPERTY TRUST, a Maryland real estate investment trust, as the General Partner (as hereinafter defined) and the Persons (as hereinafter defined) whose names are set forth on Exhibit A attached hereto, as limited partners, and any Additional Limited Partner that is admitted from time to time to the Partnership and listed on Exhibit A attached hereto.

Retail Opportunity Investments Partnership, LP – Seventh Amendment to Second Amended and Restated Agreement of Limited Partnership of Retail Opportunity Investments Partnership, Lp (October 17th, 2017)

This Seventh Amendment (this "Amendment") to the Partnership Agreement (as defined below) of Retail Opportunity Investments Partnership, LP, a Delaware limited partnership (the "Partnership"), is made and entered as of October 11, 2017 by Retail Opportunity Investments GP, LLC, a Delaware limited liability company, which is the sole general partner of the Partnership (the "General Partner").

Phillips 66 Partners Lp – SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PHILLIPS 66 PARTNERS LP a Delaware Limited Partnership Dated as of October 6, 2017 (October 10th, 2017)

THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PHILLIPS 66 PARTNERS LP, dated as of October 6, 2017, is entered into by and among PHILLIPS 66 PARTNERS GP LLC, a Delaware limited liability company, as the General Partner, together with any other Persons who are or become Partners in the Partnership or parties hereto as provided herein.

Spirit Realty, L.P. – SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF SPIRIT REALTY, L.P. A Delaware Limited Partnership THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION, UNLESS IN THE OPINION OF COUNSEL SATISFACTORY TO THE PARTNERSHIP THE PROPOSED SALE, TRANSFER OR OTHER DISPOSITION MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES OR BLUE SKY LAWS (October 3rd, 2017)

THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF SPIRIT REALTY, L.P., dated as of October 3, 2017, is made and entered into by and among Spirit General OP Holdings, LLC, a Delaware limited liability company, as the General Partner, Spirit Realty Capital, Inc., a Maryland corporation, as the Special Limited Partner, and the Persons whose names are set forth on Exhibit A attached hereto, as Limited Partners, and any Additional Limited Partner that is admitted from time to time to the Partnership and listed on Exhibit A attached hereto.