REIT Status. The Plan shall be interpreted and construed in a manner consistent with the Company's status as a REIT. No Award shall be granted or awarded, and with respect to any Award granted under the Plan, such Award shall not vest, be exercisable or be settled:

Employment Status. This Agreement does not constitute a contract of employment or impose on the Company any obligation to retain the Executive, or any obligation on the Executive to remain in the employment of the Company.

Tax Status. The Company and each of its Subsidiaries has made or filed all federal, state and foreign income and all other tax returns, reports and declarations required by any jurisdiction to which it is subject (unless and only to the extent that the Company and each of its Subsidiaries has set aside on its books provisions reasonably adequate for the payment of all unpaid and unreported taxes) and has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns, reports and declarations, except those being contested in good faith and has set aside on its books provisions reasonably adequate for the payment of all taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company know of no basis for any such claim. The Company has not executed a waiver with respect to the statute of limitations relating to the assessment or collection of any foreign, federal, state or local tax. None of the Company’s tax returns is presently being audited by any taxing authority.

Shell Status. The Company represents that it is not a “shell” issuer and has never been a “shell” issuer, or that if it previously has been a “shell” issuer that at least twelve (12) months have passed since the Company has reported Form 10 type information indicating that it is no longer a “shell” issuer. Further, the Company will instruct its counsel to either # write a 144-3(a)(9) opinion to allow for salability of the Conversion Shares or # accept such opinion from Holder’s counsel.

Dual Status. Generally, if a participant performs services both as an employee and an independent contractor, such participant must separate from service both as an employee, and as an independent contractor pursuant to standards set forth in Treasury Regulations, to be treated as having a separation from service. However, if a participant provides services to Commerce as an employee and as a member of the Board, and if any plan in which such person participates as a Board member is not aggregated with this Plan pursuant to Treasury Regulation [section 1.409A-1(c)(2)(ii)])], then the services provided as a Board member are not taken into account in determining whether the participant has a separation from service as an employee for purposes of this Plan.

Pubco Status. Recognizing that each of the other Parties to this Agreement has a direct or indirect interest in the value of ​ common stock, which is cause in part for the willingness of the Parties to enter into this Agreement, ​ covenants that it will remain registered as a reporting company under the Securities Exchange Act of 1934, as amended, and will apply its best efforts to preserving the listing of its common stock on Nasdaq.

REIT Status. Beginning with its taxable year ended on December 31, 2012, and through and including each Closing Date, the Parent # has been organized and operated in conformity with the requirements to qualify as a real estate investment trust (a “REIT”) within the meaning of [Sections 856 through 860] of the Code, and the current and proposed method of operation for the Parent will enable it to continue to meet the requirements for qualification as a REIT through and including each such Closing Date, and # has not taken or omitted to take any action which would reasonably be expected to result in the Parent’s failure to qualify as a REIT, and no challenge to the Parent’s status as a REIT is pending or threatened in writing. No subsidiary of the Parent is a corporation for United States federal income tax purposes, other than a corporation that qualifies as a “qualified REIT subsidiary” within the meaning of Section 856(i)(2) of the Code or a “taxable REIT subsidiary” within the meaning of Section 856(1) of the Code, and no subsidiary of the Parent owns assets (including, without limitation, securities) that would cause the Parent to violate Section 856(c)(4) of the Code. The Parent’s deduction for dividends paid, within the meaning of Section 561 of the Code, for each taxable year, taking into account any dividends subject to Sections 857(b)(9) or 858 of the Code, has not been less than the Parent’s REIT taxable income, as defined in Section 857(b)(2) of the Code, determined without regard to any deduction for dividends paid for such year and by excluding the Parent’s net capital gain for such year. The Company has been properly treated since formation as a partnership or a disregarded entity (rather than an association or partnership taxable as a corporation) within the meaning of Section 7701 of the Code and all applicable regulations under the Code (including [Sections 301.7701-2 and 301.7701-3]3]3]3] thereof) and no election has been made to the contrary.

Reporting Status. For so long as any Units, Warrants or Warrant Units are outstanding, the Parent shall timely file all reports required to be filed with the SEC pursuant to the Exchange Act, and the Parent shall maintain its status as an issuer required to file reports under the Exchange Act, even if the Exchange Act would no longer require (or otherwise permit the termination of such filing requirements), and the Parent shall use commercially reasonable efforts to maintain its eligibility to register Common Stock for resale by the Purchaser on a registration statement in a suitable form under the Securities Act.

Employment Status. Except as may be provided under any other agreement between the Executive and the Company, the employment of the Executive by the Company is “at will,” and may be terminated by either the Executive or the Company at any time, subject to applicable law.

Transfers to a Related Entity. In the event you transfer to an Affiliate as a result of actions by the Company, any reference to “Company” in this Annex A will be deemed to refer to such Affiliate in addition to the Company.