1933 Uses in PURPOSE Clause

PURPOSE from Formation Agreement

THIS MASTER UPREIT FORMATION AGREEMENT (this "Agreement") is dated as of July 13, 2016 by and between American Housing Income Trust, Inc., a Maryland corporation ("AHIT"), and Northern New Mexico Properties, LLC, a New Mexico limited liability company ("Northern"). All terms not otherwise defined in this Agreement shall have the meanings set forth in Section 2 below. The following Schedules and Exhibits will be incorporated herein and merged with this Agreement as of the Closing Date:

PURPOSE. AHIT is structured with the intent to operate as a real estate investment trust in tax year 2016. However, AHIT has made no representations that it will be operating as a real estate investment trust. At the time of this Agreement, AHIT holds itself out as a publicly reporting real estate investment holding company that acquires, operates and maintains single family residence, and rents such residence to tenants that meet certain criteria set by management. AHIT and Northern have entered into this Agreement for the purpose of setting forth the terms of the Transactions, as defined below, pursuant to which they shall create an umbrella partnership real estate investment trust, or commonly referred to as an "UPREIT," which will serve as a subsidiary limited partnership of AHIT. The UPREIT shall acquire from Northern the Northern Properties in exchange for limited liability partnership interests, defined herein as "Units," in the UPREIT. AHIT and the UPREIT shall thereafter operate under the name "AHIT Northern NM Properties, LLP, a Maryland limited liability partnership" ("AHIT Northern") with the general partner being AHIT. AHIT Northern, shall directly or indirectly own, in full or in part and in fee simple or leasehold interests, single family residential properties; however, upon the occurrence of those events set forth in the UPREIT Agreement, AHIT Northern shall deed the contributed properties back to Northern, and this Agreement, and all related agreements incorporated herein shall be void, except for those provisions intended by the parties to survive termination. The parties' intent in forming AHIT Northern is to create a partnership designed to reduce risk and increase diversification of real estate holdings, and to seize an opportunity for estate and tax planning purposes. AHIT shall retain 1% of the Units, but waives any rights to convert its Units under Section 721 of the "Code" into "AHIT Common Stock," both terms defined below, and Northern shall retain 99% of the Units with the right to convert its Units under Section 351 and Section 721 of the into AHIT Common Stock. Upon the occurrence of the conversion by Northern of the Units into AHIT Common Stock, AHIT shall be the sole owner of all General Partner and Limited Partner interests in AHIT Northern. On the terms and subject to the conditions set forth herein, the parties agree to execute and deliver such additional agreements and undertake such additional actions as further provided herein. "AHIT Common Stock" shall mean the restricted common stock, $.01 par value, of AHIT, which is currently listed on the OTCQB. "AHIT Material Adverse Effect" shall mean an effect that would reasonably be expected to be material and adverse to the financial condition, business, or results of operations of AHIT, or to the number of beneficial or record shareholders of AHIT Common Stock, or that would materially and adversely affect the ability of AHIT or the UPREIT to consummate the Transactions.\ "Closing" shall mean the closing of the Transactions. "Closing Date" shall mean the date at which all of the Transactions are consummated. "Code" shall mean the Internal Revenue Code of 1986, as amended. "Units" shall mean limited liability partnership interests of the UPREIT. The Units will be exchangeable into shares of AHIT Common Stock initially on a one-for-one basis, provided that holders of Units issued at the Closing may not exchange their Units into shares of AHIT Common Stock prior to the first anniversary of the Closing. The Units otherwise will have the rights, preferences, terms and conditions set forth in the UPREIT Agreement. "Contributed Assets" shall mean certain tangible and intangible assets, including engineering reports, feasibility studies, contract rights, market studies and other intangibles owned by Northern related to the Northern Properties, all of which shall be contributed by Northern to the UPREIT at Closing. "Contributed Interests" shall mean Northern's interest in a Northern Property. "Contribution Agreement" shall mean the Contribution Agreement in a form reasonably agreed among AHIT and Northern to be executed within thirty (30) days after the execution of this Agreement; and each Contribution Agreement shall relate to the particular Northern Property that is owned, directly or indirectly, fully or in part and whether in fee simple or through a ground lease, by the Northern Affiliate, where applicable, in which such Northern Member owns a membership interest. AHIT shall be an intended third party beneficiary to each Contribution Agreement. "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended. "Exchange Act Filing" shall mean any report, form, schedule or other documents requested to be filed or filed with the SEC pursuant to the Exchange Act. "Gross Asset Value" shall mean the value of each Northern Property set forth in the Contribution Agreement for such Northern Property. "Knowledge" shall mean, in the case o

PURPOSE from Formation Agreement

THIS MASTER UPREIT FORMATION AGREEMENT (this "Agreement") is dated as of July 13, 2016 by and between American Housing Income Trust, Inc., a Maryland corporation ("AHIT"), and Northern New Mexico Properties, LLC, a New Mexico limited liability company ("Northern"). All terms not otherwise defined in this Agreement shall have the meanings set forth in Section 2 below. The following Schedules and Exhibits will be incorporated herein and merged with this Agreement as of the Closing Date:

PURPOSE. AHIT is structured with the intent to operate as a real estate investment trust in tax year 2016. However, AHIT has made no representations that it will be operating as a real estate investment trust. At the time of this Agreement, AHIT holds itself out as a publicly reporting real estate investment holding company that acquires, operates and maintains single family residence, and rents such residence to tenants that meet certain criteria set by management. AHIT and Northern have entered into this Agreement for the purpose of setting forth the terms of the Transactions, as defined below, pursuant to which they shall create an umbrella partnership real estate investment trust, or commonly referred to as an "UPREIT," which will serve as a subsidiary limited partnership of AHIT. The UPREIT shall acquire from Northern the Northern Properties in exchange for limited liability partnership interests, defined herein as "Units," in the UPREIT. AHIT and the UPREIT shall thereafter operate under the name "AHIT Northern NM Properties, LLP, a Maryland limited liability partnership" ("AHIT Northern") with the general partner being AHIT. AHIT Northern, shall directly or indirectly own, in full or in part and in fee simple or leasehold interests, single family residential properties; however, upon the occurrence of those events set forth in the UPREIT Agreement, AHIT Northern shall deed the contributed properties back to Northern, and this Agreement, and all related agreements incorporated herein shall be void, except for those provisions intended by the parties to survive termination. The parties' intent in forming AHIT Northern is to create a partnership designed to reduce risk and increase diversification of real estate holdings, and to seize an opportunity for estate and tax planning purposes. AHIT shall retain 1% of the Units, but waives any rights to convert its Units under Section 721 of the "Code" into "AHIT Common Stock," both terms defined below, and Northern shall retain 99% of the Units with the right to convert its Units under Section 351 and Section 721 of the into AHIT Common Stock. Upon the occurrence of the conversion by Northern of the Units into AHIT Common Stock, AHIT shall be the sole owner of all General Partner and Limited Partner interests in AHIT Northern. On the terms and subject to the conditions set forth herein, the parties agree to execute and deliver such additional agreements and undertake such additional actions as further provided herein. "AHIT Common Stock" shall mean the restricted common stock, $.01 par value, of AHIT, which is currently listed on the OTCQB. "AHIT Material Adverse Effect" shall mean an effect that would reasonably be expected to be material and adverse to the financial condition, business, or results of operations of AHIT, or to the number of beneficial or record shareholders of AHIT Common Stock, or that would materially and adversely affect the ability of AHIT or the UPREIT to consummate the Transactions.\ "Closing" shall mean the closing of the Transactions. "Closing Date" shall mean the date at which all of the Transactions are consummated. "Code" shall mean the Internal Revenue Code of 1986, as amended. "Units" shall mean limited liability partnership interests of the UPREIT. The Units will be exchangeable into shares of AHIT Common Stock initially on a one-for-one basis, provided that holders of Units issued at the Closing may not exchange their Units into shares of AHIT Common Stock prior to the first anniversary of the Closing. The Units otherwise will have the rights, preferences, terms and conditions set forth in the UPREIT Agreement. "Contributed Assets" shall mean certain tangible and intangible assets, including engineering reports, feasibility studies, contract rights, market studies and other intangibles owned by Northern related to the Northern Properties, all of which shall be contributed by Northern to the UPREIT at Closing. "Contributed Interests" shall mean Northern's interest in a Northern Property. "Contribution Agreement" shall mean the Contribution Agreement in a form reasonably agreed among AHIT and Northern to be executed within thirty (30) days after the execution of this Agreement; and each Contribution Agreement shall relate to the particular Northern Property that is owned, directly or indirectly, fully or in part and whether in fee simple or through a ground lease, by the Northern Affiliate, where applicable, in which such Northern Member owns a membership interest. AHIT shall be an intended third party beneficiary to each Contribution Agreement. "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended. "Exchange Act Filing" shall mean any report, form, schedule or other documents requested to be filed or filed with the SEC pursuant to the Exchange Act. "Gross Asset Value" shall mean the value of each Northern Property set forth in the Contribution Agreement for such Northern Property. "Knowledge" shall mean, in the case o

PURPOSE from Formation Agreement

THIS MASTER UPREIT FORMATION AGREEMENT (this "Agreement") is dated as of July 13, 2016 by and between American Housing Income Trust, Inc., a Maryland corporation ("AHIT"), and Northern New Mexico Properties, LLC, a New Mexico limited liability company ("Northern"). All terms not otherwise defined in this Agreement shall have the meanings set forth in Section 2 below. The following Schedules and Exhibits will be incorporated herein and merged with this Agreement as of the Closing Date:

PURPOSE. AHIT is structured with the intent to operate as a real estate investment trust in tax year 2016. However, AHIT has made no representations that it will be operating as a real estate investment trust. At the time of this Agreement, AHIT holds itself out as a publicly reporting real estate investment holding company that acquires, operates and maintains single family residence, and rents such residence to tenants that meet certain criteria set by management. AHIT and Northern have entered into this Agreement for the purpose of setting forth the terms of the Transactions, as defined below, pursuant to which they shall create an umbrella partnership real estate investment trust, or commonly referred to as an "UPREIT," which will serve as a subsidiary limited partnership of AHIT. The UPREIT shall acquire from Northern the Northern Properties in exchange for limited liability partnership interests, defined herein as "Units," in the UPREIT. AHIT and the UPREIT shall thereafter operate under the name "AHIT Northern NM Properties, LLP, a Maryland limited liability partnership" ("AHIT Northern") with the general partner being AHIT. AHIT Northern, shall directly or indirectly own, in full or in part and in fee simple or leasehold interests, single family residential properties; however, upon the occurrence of those events set forth in the UPREIT Agreement, AHIT Northern shall deed the contributed properties back to Northern, and this Agreement, and all related agreements incorporated herein shall be void, except for those provisions intended by the parties to survive termination. The parties' intent in forming AHIT Northern is to create a partnership designed to reduce risk and increase diversification of real estate holdings, and to seize an opportunity for estate and tax planning purposes. AHIT shall retain 1% of the Units, but waives any rights to convert its Units under Section 721 of the "Code" into "AHIT Common Stock," both terms defined below, and Northern shall retain 99% of the Units with the right to convert its Units under Section 351 and Section 721 of the into AHIT Common Stock. Upon the occurrence of the conversion by Northern of the Units into AHIT Common Stock, AHIT shall be the sole owner of all General Partner and Limited Partner interests in AHIT Northern. On the terms and subject to the conditions set forth herein, the parties agree to execute and deliver such additional agreements and undertake such additional actions as further provided herein. "AHIT Common Stock" shall mean the restricted common stock, $.01 par value, of AHIT, which is currently listed on the OTCQB. "AHIT Material Adverse Effect" shall mean an effect that would reasonably be expected to be material and adverse to the financial condition, business, or results of operations of AHIT, or to the number of beneficial or record shareholders of AHIT Common Stock, or that would materially and adversely affect the ability of AHIT or the UPREIT to consummate the Transactions.\ "Closing" shall mean the closing of the Transactions. "Closing Date" shall mean the date at which all of the Transactions are consummated. "Code" shall mean the Internal Revenue Code of 1986, as amended. "Units" shall mean limited liability partnership interests of the UPREIT. The Units will be exchangeable into shares of AHIT Common Stock initially on a one-for-one basis, provided that holders of Units issued at the Closing may not exchange their Units into shares of AHIT Common Stock prior to the first anniversary of the Closing. The Units otherwise will have the rights, preferences, terms and conditions set forth in the UPREIT Agreement. "Contributed Assets" shall mean certain tangible and intangible assets, including engineering reports, feasibility studies, contract rights, market studies and other intangibles owned by Northern related to the Northern Properties, all of which shall be contributed by Northern to the UPREIT at Closing. "Contributed Interests" shall mean Northern's interest in a Northern Property. "Contribution Agreement" shall mean the Contribution Agreement in a form reasonably agreed among AHIT and Northern to be executed within thirty (30) days after the execution of this Agreement; and each Contribution Agreement shall relate to the particular Northern Property that is owned, directly or indirectly, fully or in part and whether in fee simple or through a ground lease, by the Northern Affiliate, where applicable, in which such Northern Member owns a membership interest. AHIT shall be an intended third party beneficiary to each Contribution Agreement. "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended. "Exchange Act Filing" shall mean any report, form, schedule or other documents requested to be filed or filed with the SEC pursuant to the Exchange Act. "Gross Asset Value" shall mean the value of each Northern Property set forth in the Contribution Agreement for such Northern Property. "Knowledge" shall mean, in the case o

Purpose from Stock Incentive Plan

Purpose. The purpose of this 2014 Stock Incentive Plan (the Plan) of Spring Bank Pharmaceuticals, Inc., a Delaware corporation (the Company), is to advance the interests of the Companys stockholders by enhancing the Companys ability to attract, retain and motivate persons who are expected to make important contributions to the Company and by providing such persons with equity ownership opportunities and performance-based incentives that are intended to better align the interests of such persons with those of the Companys stockholders. Except where the context otherwise requires, the term Company shall include any of the Companys present or future parent or subsidiary corporations as defined in Sections 424(e) or (f) of the Internal Revenue Code of 1986, as amended, and any regulations thereunder (the Code) and any other business venture (including, without limitation, joint venture or limited liability company) in which the Company has a controlling interest, as determined by the Board of Directors of the Company (the Board); provided, however, that such other business ventures shall be limited to entities that, where required by Section 409A of the Code, are eligible issuers of service recipient stock (as defined in Treas. Reg. Section 1.409A-1(b)(5)(iii)(E), or applicable successor regulation).

Purpose from Stock Incentive Plan

Purpose. The purpose of this 2015 Stock Incentive Plan (the Plan) of Spring Bank Pharmaceuticals, Inc., a Delaware corporation (the Company), is to advance the interests of the Companys stockholders by enhancing the Companys ability to attract, retain and motivate persons who are expected to make important contributions to the Company and by providing such persons with equity ownership opportunities and performance-based incentives that are intended to better align the interests of such persons with those of the Companys stockholders. Except where the context otherwise requires, the term Company shall include any of the Companys present or future parent or subsidiary corporations as defined in Sections 424(e) or (f) of the Internal Revenue Code of 1986, as amended, and any regulations thereunder (the Code) and any other business venture (including, without limitation, joint venture or limited liability company) in which the Company has a controlling interest, as determined by the Board of Directors of the Company (the Board).

Purpose from Amended and Restated

On August 20, 2015, Catalyst Biosciences, Inc., formerly known as Targacept, Inc. (the Company), completed its business combination with Catalyst Bio, Inc., formerly known as Catalyst Biosciences, Inc. (Catalyst), in accordance with the terms of the Agreement and Plan of Merger, dated as of March 5, 2015, as amended on May 6 and May 13, 2015 (the Merger Agreement), by and among the Company, Talos Merger Sub, Inc. (Merger Sub) and Catalyst, pursuant to which Merger Sub merged with and into Catalyst, with Catalyst surviving as a wholly-owned subsidiary of the Company (the Merger). Also on August 20, 2015, in connection with, and prior to the completion of, the Merger, the Company effected a seven-for-one reverse stock split of its common stock and changed its name to Catalyst Biosciences, Inc. The Targacept, Inc. 2015 Stock Incentive Plan (the Plan) is hereby amended and restated effective as of the 14th day of October, 2015 by the Company to reflect the effect of the reverse stock split

Purpose. The purposes of the Plan are to encourage and enable selected Employees, Directors and Independent Contractors of the Company and its Affiliates to acquire or to increase their holdings of Common Stock and other equity-based interests in the Company and/or to provide other incentive awards in order to promote a closer identification of their interests with those of the Company and its stockholders, and to provide flexibility to the Company in its ability to motivate, attract and retain the services of Participants upon whose judgment, interest and special effort the successful conduct of its operation largely depends. These purposes may be carried out through the granting of Awards to selected Participants, including the granting of Options in the form of Incentive Stock Options and/or Nonqualified Options; SARs in the form of Freestanding SARs and/or Related SARs; Restricted Awards in the form of Restricted Stock Awards and/or Restricted Stock Units; Performance Awards in the form of Performance Shares and/or Performance Units; Phantom Stock Awards; Other Stock-Based Awards; Cash Bonus Awards; and/or Dividend Equivalent Awards.

Purpose from Stock Option Plan

PART 1 GENERAL PROVISIONS 1 1.1 Interpretation 1 1.2 Purpose 3 1.3 Administration 3 1.4 Shares Reserved 4 1.5 Limits with respect to Insiders 4 1.6 Limits with respect to Consultants 5 1.7 Limits with respect to Persons involved in Investor Relations Activities 5 1.8 Non-Exclusivity 5 1.9 Amendment and Termination 5 1.10 Compliance with Legislation 5

Purpose. The purpose of this Plan is to advance the interests of the Corporation by: (a) providing Eligible Persons with additional incentive; (b) encouraging stock ownership by such Eligible Persons; (c) increasing the proprietary interest of Eligible Persons in the success of the Corporation; (d) encouraging Eligible Persons to remain with the Corporation or its Affiliates; and (e) attracting new employees, directors and officers. 1.3 Administration (a) The Plan shall be administered by the Board or a committee of the Board duly appointed for this purpose by the Board and consisting of not less than 3 directors. If a committee is appointed for this purpose, all references herein to the Board will be deemed to be references to the Committee. (b) Subject to the limitations of the Plan, the Board shall have the authority to: (i) grant Options to purchase Common Shares to Eligible Persons; (ii) determine the terms, limitations, restrictions and conditions respecting such grants; (iii) interpret the Plan and adopt, amend and rescind such administrative guidelines and other rules and regulations relating to the Plan as it shall from time to time deem advisable; and (iv) make all other determinations and take all other actions in connection with the implementation and administration of the Plan including without limitation for the purpose of ensuring compliance with Section 1.10 hereof as it may deem necessary or advisable. (c) The Board's guidelines, rules, regulations, interpretations and determinations shall be conclusive and binding upon the Corporation and all other persons. 1.4 Shares Reserved (a) The aggregate number of Common Shares to be reserved for exercise of all options granted under the Plan and any other Share Compensation Arrangement shall not exceed 10% of the issued shares of the Corporation at the time of granting of options. No fractional shares shall be issued and the Board may determine the manner in which fractional share values shall be treated. (b) The maximum number of Common Shares which may be reserved for issuance to any one person under the Plan in any 12 month period shall be 5% of the Common Shares outstanding at the time of the grant (on a non-diluted basis) less the aggregate number of Common Shares reserved for issuance to such person under any other option to purchase Common Shares from treasury granted as a compensation or incentive mechanism. (c) If there is a change in the outstanding Common Shares by reason of any stock dividend or split, recapitalization, amalgamation, consolidation, combination or exchange of shares, or other corporate change, the Board shall make, subject to the prior approval of the relevant stock exchange(s), appropriate substitution or adjustment in: (i) the number or kind of shares or other securities reserved for issuance pursuant to the Plan; and (ii) the number and kind of shares subject to unexercised Options theretofore granted and in the option price of such shares; provided however that no substitution or adjustment shall obligate the Corporation to issue or sell fractional shares. If the Corporation is reorganized, amalgamated with another corporation, or consolidated, the Board shall make such provision for the protection of the rights of Participants as the Board in its discretion deems appropriate. (d) The Corporation shall at all times during the term of the Plan reserve and keep available such number of shares as will be sufficient to satisfy the requirements of the Plan. 1.5 Limits with respect to Insiders (a) The maximum number of Common Shares which may be reserved for issuance to Insiders under the Plan shall be 10% of the Common Shares outstanding at the time of the grant (on a non-diluted basis) less the aggregate number of Common Shares reserved for issuance to Insiders under any other Share Compensation Arrangement. (b) The maximum number of Common Shares which may be issued to Insiders under the Plan within a one year period shall be 10% of the Common Shares outstanding at the time of the issuance (on a non-diluted basis), excluding Common Shares issued under the Plan or any other Share Compensation Arrangement over the preceding one year period. The maximum number of Common Shares which may be issued to any one Insider and such Insider's associates under the Plan within a one year period shall be 5% of the Common Shares outstanding at the time of the issuance (on a non-diluted basis), excluding Common Shares issued to such Insider under the Plan or any other Share Compensation Arrangement over the preceding one year period. 1.6 Limits with respect to Consultants The number of options granted to any one Consultant in a 12 month period under the Plan shall not exceed 2% of the outstanding Common Shares at the time of grant, less the aggregate number of Common Shares reserved for issuance to Consultants pursuant to any other Share Compensation arrangement, unless the consent of the Exchange is first obtained. 1.7 Limits with respect to Pe

Purpose from Stock Incentive Plan

Purpose. The purposes of the Plan are to encourage and enable selected Employees, Directors and Independent Contractors of the Company and its Affiliates to acquire or to increase their holdings of Common Stock and other equity-based interests in the Company and/or to provide other incentive awards in order to promote a closer identification of their interests with those of the Company and its shareholders, and to provide flexibility to the Company in its ability to motivate, attract and retain the services of Participants upon whose judgment, interest and special effort the successful conduct of its operation largely depends. These purposes may be carried out through the granting of Awards to selected Participants, including the granting of Options in the form of Incentive Stock Options and/or Nonqualified Options; SARs in the form of Freestanding SARs and/or Related SARs; Restricted Awards in the form of Restricted Stock Awards and/or Restricted Stock Units; Performance Awards in the form of Performance Shares and/or Performance Units; Phantom Stock Awards; Other Stock-Based Awards; Cash Bonus Awards; and/or Dividend Equivalent Awards.

Purpose from Stock Incentive Plan

Purpose. The purpose of the Plan is to encourage and enable selected Employees, Directors and Independent Contractors of the Corporation and its Affiliates to acquire or to increase their holdings of Common Stock of the Corporation and other equity-based interests in the Corporation in order to promote a closer identification of their interests with those of the Corporation and its shareholders, thereby further stimulating their efforts to enhance the efficiency, soundness, profitability, growth and shareholder value of the Corporation. This purpose will be carried out through the granting of Awards to selected Employees, Directors and Independent Contractors, including the granting to selected Participants of Options in the form of Incentive Stock Options and/or Nonqualified Options; SARs in the form of Related SARs and/or Freestanding SARs; Restricted Awards in the form of Restricted Stock Awards and/or Restricted Stock Units; Performance Awards in the form of Performance Shares and/or Performance Units; Phantom Stock Awards; Dividend Equivalent Awards; and/or any other awards which may be granted under the Plan.

Purpose from Stock Incentive Plan

Purpose. The purpose of this 2014 Stock Incentive Plan (the Plan) of Spark Therapeutics, Inc., a Delaware corporation (the Company), is to advance the interests of the Companys stockholders by enhancing the Companys ability to attract, retain and motivate persons who are expected to make important contributions to the Company and by providing such persons with equity ownership opportunities and performance-based incentives that are intended to better align the interests of such persons with those of the Companys stockholders. Except where the context otherwise requires, the term Company shall include any of the Companys present or future parent or subsidiary corporations as defined in Sections 424(e) or (f) of the Internal Revenue Code of 1986, as amended, and any regulations thereunder (the Code) and any other business venture (including, without limitation, joint venture or limited liability company) in which the Company has a controlling interest, as determined by the Board of Directors of the Company (the Board); provided, however, that such other business ventures shall be limited to entities that, where required by Section 409A of the Code, are eligible issuers of service recipient stock (as defined in Treas. Reg. Section 1.409A-1(b)(5)(iii)(E), or applicable successor regulation).