Mortgagor is required to make a payment of principal in an amount not less than the amount required by the REMIC Provisions.

With respect to any partial release under the preceding clause (e), for all Mortgage Loans originated after December 6, 2010, the Mortgagor can be required to pay down the principal balance of the Mortgage Loan in an amount not less than the amount required by the REMIC Provisions and, to such extent, such amount may not be required to be applied to the restoration of the Mortgaged Property or released to the Mortgagor, if,

Mortgage Releases. The terms of the related Mortgage or related Loan Documents do not provide for release of any material portion of the Mortgaged Property from the lien of the Mortgage except # a partial release, accompanied by principal repayment, of not less than a specified percentage at least equal to the lesser of # 110% of the related allocated loan amount of such portion of the Mortgaged Property and # the outstanding principal balance of the Mortgage Loan, # upon payment in full of such Mortgage Loan, # upon a Defeasance defined in (32) below, # releases of out-parcels that are unimproved or other portions of the Mortgaged Property which will not have a material adverse effect on the underwritten value of the Mortgaged Property and which were not afforded any material value in the appraisal obtained at the origination of the Mortgage Loan and are not necessary for physical access to the Mortgaged Property or compliance with zoning requirements, or # as required pursuant to an order of condemnation or taking by a State or any political subdivision or authority thereof. With respect to any partial release under the preceding clauses (a) or (d), either: # such release of collateral # would not constitute a “significant modification” of the subject Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b)(2) and (ii) would not cause the subject Mortgage Loan to fail to be a “qualified mortgage” within the meaning of [Section 860G(a)(3)(A)] of the Code; or # the Mortgagee or servicer can, in accordance with the related Loan Documents, condition such release of collateral on the related Mortgagor’s delivery of an opinion of tax counsel to the effect specified in the immediately preceding clause (x). For purposes of the preceding clause (x), for all Mortgage Loans originated after December 6, 2010, if the fair market value of the real property constituting such Mortgaged Property after the release is not equal to at least 80% of the principal balance of the Mortgage Loan (or related Whole Loan) outstanding after the release, the

200,000 shares of Common Stock underlying pre-funded warrants issued to the Buyer in April 2016; and

“Pre-Positioned Investment” means any Investment that will be funded with the proceeds of an Advance hereunder and which is designated by the Borrower in writing to the Administrative Agent as a “Pre-Positioned Investment”.

Pre-Closing Distribution. Immediately prior to the Closing Date, the Partnership shall pay the Pre-Closing Distribution to Seller by wire transfer of immediately available funds to an account designated by Seller in writing.

The Company agrees to the Purchaser that from the date of this Agreement to the Completion Date, the Company and or its subsidiaries shall not do or procure to do any of the following without the express written consent of the Purchaser, and such consent shall not be unreasonably withheld.

Pre-Closing Statement. Not later than three (3) Business Days prior to the Closing Date, the Company shall deliver to Purchaser # a statement (the “Pre-Closing Statement”), substantially similar in form to the illustrative example set forth on [Exhibit B], setting forth # the Company’s good faith estimate of Working Capital as of the close of business on the Closing Date (the “Estimated Closing Date Working Capital”), # the Company’s calculation of the Company Transaction Expenses, # the Company’s calculation of Closing Date Indebtedness, # the Company’s good faith estimate of the Closing Cash as of the close of business on the Closing Date (the “Estimated Closing Cash”), # the Per Share Preferred Consideration (calculated with respect to the shares of Preferred Stock based on the dates of issuance of such shares of Preferred Stock), # the Per Share Common Consideration, # the number of Fully Diluted Shares, # the number of Fully Diluted Preferred Shares, # the amount, and the calculation of, the Company’s good faith estimate of the Purchase Price derived from the items described in this [Section 2.5(a)(i)(B)-(D)])] and determined without reference to Working Capital (such resulting calculation, the “Estimated Purchase Price”) (provided that, if the Working Capital Target exceeds such calculation of the Estimated Closing Date Working Capital, then # the Estimated Purchase Price shall be reduced by the amount of such excess plus One Million Dollars ($1,000,000) and # the amount resulting therefrom shall be the Estimated Purchase Price for purposes of this Agreement), and # the amount, and the calculation of, the Closing Payments derived from the Estimated Purchase Price, # a certificate signed by an authorized executive officer of the Company that the Pre-Closing Statement and the determinations and calculations contained therein were prepared in a manner consistent with the relevant definitions set forth in this Agreement and in accordance with the Accounting Rules, and # the Pay-Off Letters. The Company shall provide Purchaser with reasonable access during normal business hours to the books and records of the Company, and other Company documents, to review the information set forth in the Pre-Closing Statement prior to the Closing Date; provided, however, that # such access shall not be a condition to Closing under this Agreement and # Purchaser and Merger Sub shall be entitled to rely on the Pre-Closing Statement in making payments under [Section 2.2] and Purchaser and Merger Sub shall not be responsible for the calculations or the determinations regarding such calculations in such Pre-Closing Statement.

Pre-Existing Relationship. The Holder further represents and warrants that the Holder has either # a pre-existing relationship with the Company or one or more of its officers or directors consisting of personal or business contacts of a nature and duration which enable the Holder to be aware of the character, business acumen and general business and financial circumstances of the Company or the officer or director with whom such relationship exists or # such business or financial expertise as to be able to protect the Holder’s own interests in connection with the purchase of the Securities.

Loan. The parties do hereby acknowledge that as of the date hereof the Loan is due and outstanding in favor of Lender.