INITIAL INVESTMENT. The Advisor or one of its Affiliates has contributed ​ (the “Initial Investment”) in exchange for the initial issuance of Shares of the Company. The Advisor or its Affiliates may not sell any of the Shares purchased with the Initial Investment while the Advisor acts in an advisory capacity to the Company. The restrictions included above shall not apply to any Shares acquired by the Advisor or its Affiliates other than the Shares acquired through the Initial Investment. Neither the Advisor nor its Affiliates shall vote any Shares they now own, or hereafter acquire, or consent that such Shares be voted, on matters submitted to the Stockholders regarding # the removal of ​ as the Advisor; # the removal of any member of the Board; or # any transaction by and between the Company and the Advisor, a member of the Board or any of their Affiliates.

INITIAL INVESTMENT. Starwood or one of its Affiliates has contributed ​ (the “Initial Investment”) in exchange for the initial issuance of Shares of the Company. Starwood or its Affiliates may not sell any of the Shares purchased with the Initial Investment while Starwood or its Affiliate acts in an advisory capacity to the Company. The restrictions included above shall not apply to any Shares acquired by Starwood or its Affiliates other than the Shares acquired through the Initial Investment. Neither Starwood, the Advisor, nor their Affiliates shall vote any Shares they now own, or hereafter acquire, or consent that such Shares be voted, on matters submitted to the Stockholders regarding # the removal of ​ as the Advisor or # the removal of any member of the Board who is affiliated with Starwood.

Allocation of Initial Investment. The parties agree that “[Exhibit B] Allocation of Initial Investment” shall be agreed upon by the parties within ninety (90) days after Closing and shall be attached hereto when such agreement is reached.

Investment. All funds received by the Escrow Agent shall be held only in non-interest bearing bank accounts at the Bank.

INVESTMENT. Subject to the terms and conditions of this Agreement, including the Agreement Terms set forth in [Exhibit B], Purchaser shall purchase at the applicable Closing and the Company shall sell and issue to Purchaser at such Closing that number of shares of Stock set forth as agreed at a price per share equal to the Purchase Price, and Purchaser and the Company agrees to be bound by the obligations set forth in this Agreement and to grant to the other parties hereto the rights set forth in this Agreement.

Investment. Each shareholder of HoldCo will sign a representation letter in form and content acceptable to Buyer representing among other facts that each: # understands that the Series C Shares issued in connection with the Merger has not been, and will not be, registered under the 1933 Act, or under any state securities laws, and are being offered and sold in reliance upon federal and state exemptions for transactions not involving any public offering, which exemptions are dependent in part on the accuracy of such representations; # is acquiring the Series C Shares solely for his or her own account for investment purposes, and not with a view to the sale or distribution thereof; # is a sophisticated investor with knowledge and experience in business and financial matters so as to be able to evaluate the risks and merits of an investment in the Series C Shares or has had an advisor with sufficient education and experience to advise him or her as to such risks and merits; # has access to certain information concerning Buyer, including the Buyer Financial Statements and other filings made by Buyer with the SEC, and has had the opportunity to ask questions and receive answers concerning the transaction and the business of Buyer and to obtain additional information as desired in order to evaluate the merits and risks inherent in holding any Series C Shares; # is able to bear the economic risk and lack of liquidity inherent in holding any Series C Shares; and # understands that the Series C Shares cannot be transferred other than in a transaction registered or exempt from registration under the 1933 Act and will bear the restrictive legend described in [Section 2.4] hereof, and that Buyer has no obligation to register the Series C Shares.

Investment. Subject to the management and other corporate approvals of each of GF and ​, including without limitation approval by the Board of Directors of each of GF and ​, and the successful completion of other customary investment conditions, the parties commit to the following:

Investment. The transfer of the Interests is further contingent upon Buyer obtaining a ​ investment in ​ within 6 months of the execution of this Agreement.

Investment. Buyer is not acquiring the Partnership Securities with a view to or for sale in connection with any distribution thereof within the meaning of the Securities Act.

Investment. Farmee is familiar with investments of the nature of the Farmee Interest and the Joint Operations and is capable of evaluating, and has evaluated, the merits and risks inherent in acquiring the Farmee Interest.