Purchase Securities. The Purchase Securities shall be issued and sold in one or more closings (each, a “Closing”) upon the terms and subject to the conditions described herein. The Purchase Securities to be issued and sold at the initial Closing (the “Initial Closing”) are referred to as the “Initial Closing Purchase Securities” and the Purchase Securities to be issued and sold at the additional Closings (each, an “Additional Closing”) are referred to, in the aggregate, as the “Additional Closing Purchase Securities.”

Purchase Securities. The Purchase Securities have been duly and validly authorized for issuance, sale and delivery pursuant to this Agreement by all necessary partnership action on the part of the Company and, when issued and delivered by the Company against payment therefor in accordance with the terms of this Agreement, the Certificate of Designations and the Warrant Agreement, as applicable, the Purchase Securities will be duly and validly issued, fully paid and non-assessable, will not be subject to any preemptive or other similar rights or contractual encumbrances and the Warrants will be convertible at the option of the holders thereof into the Warrant Units in accordance with the Warrant Agreement.

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”.

Purchase of the Securities. On the Closing Date (as defined below), the Company shall issue and sell to the Buyer and the Buyer agrees to purchase from the Company the Securities as is set forth immediately below the Buyer’s name on the signature pages hereto.

PURCHASE AND SALE OF SECURITIES. Subject to the terms and conditions set forth herein, the Company shall sell to the Investor, and the Investor shall purchase from the Company, at Closing a number of Securities equal to the Investment Amount.

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that no Buyer is # an officer or director of the Company or any of its Subsidiaries, # an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule thereto) (collectively, “Rule 144”)) of the Company or any of its Subsidiaries or # to its knowledge, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the 1934 Act). The Company further acknowledges that no Buyer is acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to such Buyer’s purchase of the Securities. The Company further represents to each Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

Securities Representations. This Agreement is being entered into by the Company in reliance upon the following express representations and warranties of the Participant. The Participant hereby acknowledges, represents and warrants that:

Securities Matters. ​ is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Act and as reflected on the accredited investor questionnaire accompanying this Agreement. ​ has # such knowledge and experience in financial and business matters to render it capable of independently evaluating the risks and merits of purchasing the Note; # independently evaluated the risks and merits of purchasing the Note and has independently determined that the Note is a suitable investment for it; and # sufficient financial resources to bear the loss of its entire investment in such Note. ​ is not purchasing the Note as a result of any advertisement, article, notice, or other communication regarding the Note published in any newspaper, magazine, or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement. The Note being purchased by ​ hereunder for its own account, not as a nominee or agent, and not with the view to, or for resale in connection with, any distribution or public offering thereof within the meaning of the Act. ​ understands that the Note has not been registered under the Act by reason of its issuance in a transaction

New Securities. “New Securities” means any Common Stock, whether now authorized or not, and rights, options or warrants to purchase Common Stock or Preferred Stock, and securities of any type whatsoever that are, or may become, convertible or exchangeable into Common Stock; provided, however, that “New Securities” does not include: # shares of Common Stock issued; # shares of Common Stock issuable upon exercise of any options, warrants, or rights to purchase any securities of the Company outstanding as of the Agreement Date and any securities issuable upon the conversion thereof; # shares of Common Stock issued in connection with any stock split or stock dividend or recapitalization; # shares of Common Stock (or options, warrants or rights therefor) granted or issued after the Agreement Date to employees, officers, directors, contractors, consultants or advisers to, the Company or any subsidiary of the Company pursuant to incentive agreements, stock purchase or stock option plans, stock bonuses or awards, warrants, contracts or other arrangements that are approved by the Board; # any other shares of Common Stock (and/or options or warrants therefor) issued or issuable primarily for other than equity financing purposes and approved by the Board; and # shares of Common Stock issued or issuable by the Company to the public pursuant to a registration statement filed under the Securities Act.

Restricted Securities. The Seller and the Purchaser are executing and delivering this Agreement in reliance upon the exemption from registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506 of Regulation D (Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “Commission”) under the Securities Act. As such, Purchaser acknowledges that any resale of the shares purchased pursuant to this Agreement are restricted securities, and may be resold only via compliance with Rule 144 as promulgated by the Commission under the Securities Act.