Common use of Operating Partnership Clause in Contracts

Operating Partnership. ARMADA XXXXXXX, X.X., a Virginia limited partnership By: Armada Xxxxxxx Properties, Inc., its general partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Chief Executive Officer and President REIT: ARMADA XXXXXXX PROPERTIES, INC., a Maryland corporation By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Chief Executive Officer and President Exhibit B Assignment The undersigned, for good and valuable consideration paid to the Assignor by ARMADA XXXXXXX, X.X., a Virginia limited partnership (“Assignee”), pursuant to the Contribution Agreement dated as of , 2012, by and between Assignor and Assignee (the “Agreement”) and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, does hereby sell, assign, transfer, convey and deliver to the Assignee, its successors and assigns, good and indefeasible right, title and interest to the [partnership or limited liability company interests/shares of common stock] described on Schedule A hereto, including, without limitation, all right, title and interest, if any, of the undersigned in and to the assets of each such [partnership/limited liability company/corporation] and the right to receive distributions of money, profits and other assets from each such partnership, presently existing or hereafter at any time arising or accruing, free and clear of all liens, encumbrances, security interests, pledges, voting agreements, prior assignments or conveyances, conditions, restrictions, claims, and any other matters affecting title thereto. The undersigned, for itself, its successors and assigns, hereby covenants and agrees that, at any time and from time to time after the date hereof, upon the written request of Assignee, the undersigned will, without further consideration, do, execute, acknowledge, and deliver or cause to be done, executed, acknowledged and delivered, each of and all of such further acts, deeds, assignments, transfers, conveyances and assurances as may reasonably be required by Assignee in order to assign, transfer, set over, convey, assure and confirm unto and vest in Assignee, its successors and assigns, title to the interests described in Schedule A hereto Capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the Agreement.

Operating Partnership. ARMADA XXXXXXXAll 50 states (other than Delaware, X.X.its jurisdiction of formation) District of Columbia Puerto Rico EXHIBIT A [Form of lock-up from directors, officers or other stockholders pursuant to Section 3(dd)] March , 2011 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, X.X. Xxxxxx Securities LLC Xxxxx Fargo Securities, LLC c/o Merrill Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxx Xxxxxx Xxxx Xxx Xxxx, XX 00000 Re: Proposed Public Offering of Common Units by Ferrellgas Partners, L.P. Dear Sirs: The undersigned, a Virginia limited partnership By: Armada Xxxxxxx Propertiessecurityholder of Ferrellgas Partners, L.P. or a director or officer of Ferrellgas, Inc., its general partner By: /s/ understands that Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx X. Incorporated (“Xxxxxxx Xxxxx”), X.X. Xxxxxx Name: Securities LLC and Xxxxx X. Xxxxxx Title: Chief Executive Officer and President REIT: ARMADA XXXXXXX PROPERTIESFargo Securities, INC.LLC propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Ferrellgas Parties (as defined in the Underwriting Agreement) providing for the public offering of common units of Ferrellgas Partners, L.P., a Maryland corporation By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Chief Executive Officer and President Exhibit B Assignment The undersigned, for good and valuable consideration paid to the Assignor by ARMADA XXXXXXX, X.X., a Virginia Delaware limited partnership (the “AssigneePartnership”), pursuant . In recognition of the benefit that such an offering will confer upon the undersigned with respect to the Contribution Agreement dated as of foregoing, 2012, by and between Assignor and Assignee (the “Agreement”) and for other good and valuable consideration, the receipt and adequacy sufficiency of which are hereby acknowledged, does hereby sellthe undersigned agrees with each underwriter to be named in the Underwriting Agreement that, assign, transfer, convey during the period beginning on the date hereof and deliver to ending on the Assignee, its successors and assigns, good and indefeasible right, title and interest to date that is 60 days from the [partnership or limited liability company interests/shares of common stock] described on Schedule A hereto, including, without limitation, all right, title and interest, if any, date of the undersigned in and Underwriting Agreement (subject to the assets of each such [partnership/limited liability company/corporation] and the right to receive distributions of money, profits and other assets from each such partnership, presently existing or hereafter at any time arising or accruing, free and clear of all liens, encumbrances, security interests, pledges, voting agreements, prior assignments or conveyances, conditions, restrictions, claims, and any other matters affecting title thereto. The undersigned, for itself, its successors and assigns, hereby covenants and agrees that, at any time and from time to time after the date hereof, upon the written request of Assigneeextensions as discussed below), the undersigned willwill not, without further considerationthe prior written consent of Xxxxxxx Xxxxx, dodirectly or indirectly, execute(i) offer, acknowledgepledge, and deliver sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer any of the Partnership’s common units (the “Common Units”) or any securities convertible into or exchangeable or exercisable for Common Units, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”), or exercise any right with respect to the registration of any of the Lock-up Securities, or file or cause to be donefiled any registration statement in connection therewith, executedunder the Securities Act of 1933, acknowledged and deliveredas amended, each of and all of such further acts, deeds, assignments, or (ii) enter into any swap or any other agreement or any transaction that transfers, conveyances in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Units or other securities, in cash or otherwise. Notwithstanding the foregoing, and assurances as may reasonably be required by Assignee in order to assign, transfer, set over, convey, assure and confirm unto and vest in Assignee, its successors and assigns, title subject to the interests described conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of Xxxxxxx Xxxxx, provided that (1) Xxxxxxx Xxxxx, X.X. Xxxxxx Securities LLC and Xxxxx Fargo Securities, LLC receive a signed lock-up agreement for the balance of the lockup period from each donee, trustee, distributee, or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported with the Securities and Exchange Commission on Form 4 in Schedule A hereto Capitalized terms used but accordance with Section 16 of the Securities Exchange Act of 1934, as amended, and (4) the undersigned does not defined herein shall have the respective meanings ascribed to them in the Agreementotherwise voluntarily effect any public filing or report regarding such transfers.:

Operating Partnership. ARMADA XXXXXXX, X.X., a Virginia limited partnership By: Armada Xxxxxxx Properties, Inc., its general partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Chief Executive Officer and President REIT: ARMADA XXXXXXX PROPERTIES, INC., a Maryland corporation By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Chief Executive Officer and President Exhibit EXHIBIT B Assignment The undersigned, for good and valuable consideration paid to the Assignor by ARMADA XXXXXXX, X.X., a Virginia limited partnership (“Assignee”), pursuant to the Contribution Agreement dated as of , 20122013, by and between Assignor and Assignee (the “Agreement”) and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, does hereby sell, assign, transfer, convey and deliver to the Assignee, its successors and assigns, good and indefeasible right, title and interest to the [partnership or limited liability company interests/shares of common stock] described on Schedule A hereto, including, without limitation, all right, title and interest, if any, of the undersigned in and to the assets of each such [partnership/limited liability company/corporation] and the right to receive distributions of money, profits and other assets from each such partnership, presently existing or hereafter at any time arising or accruing, free and clear of all liens, encumbrances, security interests, pledges, voting agreements, prior assignments or conveyances, conditions, restrictions, claims, and any other matters affecting title thereto. The undersigned, for itself, its successors and assigns, hereby covenants and agrees that, at any time and from time to time after the date hereof, upon the written request of Assignee, the undersigned will, without further consideration, do, execute, acknowledge, and deliver or cause to be done, executed, acknowledged and delivered, each of and all of such further acts, deeds, assignments, transfers, conveyances and assurances as may reasonably be required by Assignee in order to assign, transfer, set over, convey, assure and confirm unto and vest in Assignee, its successors and assigns, title to the interests described in Schedule A hereto Capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the Agreement.

Operating Partnership. ARMADA XXXXXXX, X.X., a Virginia limited partnership By: Armada Xxxxxxx Properties, Inc., its general partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Chief Executive Officer and President REIT: ARMADA XXXXXXX PROPERTIES, INC., a Maryland corporation By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Chief Executive Officer and President Exhibit B Assignment The undersigned, for good and valuable consideration paid to the Assignor by ARMADA XXXXXXX, X.X., a Virginia limited partnership (“Assignee”), pursuant to the Contribution Agreement dated as of , 20122013, by and between Assignor and Assignee (the “Agreement”) and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, does hereby sell, assign, transfer, convey and deliver to the Assignee, its successors and assigns, good and indefeasible right, title and interest to the [partnership or limited liability company interests/shares of common stock] described on Schedule A hereto, including, without limitation, all right, title and interest, if any, of the undersigned in and to the assets of each such [partnership/limited liability company/corporation] and the right to receive distributions of money, profits and other assets from each such partnership, presently existing or hereafter at any time arising or accruing, free and clear of all liens, encumbrances, security interests, pledges, voting agreements, prior assignments or conveyances, conditions, restrictions, claims, and any other matters affecting title thereto. The undersigned, for itself, its successors and assigns, hereby covenants and agrees that, at any time and from time to time after the date hereof, upon the written request of Assignee, the undersigned will, without further consideration, do, execute, acknowledge, and deliver or cause to be done, executed, acknowledged and delivered, each of and all of such further acts, deeds, assignments, transfers, conveyances and assurances as may reasonably be required by Assignee in order to assign, transfer, set over, convey, assure and confirm unto and vest in Assignee, its successors and assigns, title to the interests described in Schedule A hereto Capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the Agreement.