Seller is the beneficial owner of common units of limited partnership interest of Purchaser (the “Common Units”).

Transferability. Until such time as restricted Common Units have vested and become non-forfeitable, and Common Units in respect thereof have been delivered to the Grantee, a Grantee shall not be entitled to transfer such restricted Common Units.

“Units” means, collectively, the Common Units and the Pre-Funded Units.

“OP Units” shall mean those units of common Partnership Interest issued prior to the date hereof and any additional units of common Partnership Interest issued pursuant to this Agreement.

“Common Units” means the Partnership Units, other than LTIP Units or any other series of units of Limited Partner Interest issued in the future and designated as preferred or otherwise different from the Common Units, such difference including, but not limited to, with respect to the payment of distributions, including distributions upon liquidation.

“Conversion Units” means Common Units issuable upon conversion of any of the Class B Convertible Preferred Units.

For purposes of the definition of “Twelve-Month Period” in the Agreement, any holder of Class Four Partnership Preferred Units that have been converted to Partnership Common Units shall be deemed to have acquired such Partnership Common Units when such Class Four Partnership Units were acquired.

#First, to the Non-AIR Holders of Partnership Common Units as of the Partnership Record Date for such distribution, in accordance with the Preferred Return Shortfalls of their Partnership Common Units, until the aggregate Preferred Return Shortfall applicable to all Partnership Common Units held by the Non-AIR Holders is zero;

Such Subscriber understands and agrees that the Common Units are being offered in transactions not involving any public offering within the meaning of the Securities Act, that such Common Units have not been, and will not be, registered under the Securities Act and, if in the future such beneficial owner decides to offer, resell, pledge or otherwise transfer such Common Units, such Common Units may be offered, resold, pledged or otherwise transferred only in accordance with the legend on such Common Units. Such beneficial owner acknowledges that no representation has been made as [[Organization B:Organization]] availability of any exemption under the Securities Act or any state securities laws for resale of such Common Units. Such beneficial owner understands that the Company has not been registered under the Investment Company Act.

Any attempted Transfer of Award LTIP Units or Award Common Units not in accordance with the terms and conditions of this Section 6 shall be null and void, and the Partnership shall not reflect on its records any change in record ownership of any Award LTIP Units or Award Common Units as a result of any such Transfer, shall otherwise refuse to recognize any such Transfer and shall not in any way give effect to any such Transfer of any Award LTIP Units or Award Common Units.