Sale and Purchase of Purchase Securities. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchaser, and the Purchaser agrees to purchase and acquire from the Company, the aggregate number of Series C Preferred Units and Warrants set forth on [Schedule 1] hereto, in such amounts and at such applicable Closing Dates as further described herein. The Warrants to be issued and sold hereunder will be exercisable into Partnership Units, in the manner and at the prices set forth in the Warrant Agreement. The Partnership Units issuable upon exercise of the Warrants are referred to collectively herein as the “Warrant Units”.

The Company desires to sell, and the Purchaser desires to purchase, the number of Series C Preferred Units (as defined below) and the number of warrants (collectively, the “Warrants” and each, individually, a “Warrant”) to acquire Partnership Units (as defined below), in each case as specified on [Schedule 1] hereto. The Series C Preferred Units to be issued and sold in the aggregate hereunder are referred to herein as the “Units” and, together with the Warrants to be issued and sold in the aggregate hereunder, the “Purchase Securities.”