EX-10.2

Exhibit 10.2

FOURTHAMENDEDANDRESTATEDLIMITEDPARTNERSHIPAGREEMENT OF

SCULPTORDIVERSIFIEDREITOPERATINGPARTNERSHIPLP A DELAWARE LIMITED PARTNERSHIP

October21,2026

TABLEOFCONTENTS

Page

ARTICLE 1 DEFINED TERMS 1

1.1. Definitions 1

1.2. Interpretation 10

ARTICLE2PARTNERSHIPFORMATIONANDIDENTIFICATION 10

2.1. Formation 10

2.2. Name,OfficeandRegisteredAgent 10

2.3. Partners 10

2.4. Term and Dissolution 10

2.5. FilingofCertificateandPerfectionofLimitedPartnership 11

2.6. CertificatesRepresentingPartnershipUnits 11

ARTICLE3BUSINESSOFTHEPARTNERSHIP 11

ARTICLE4CAPITALCONTRIBUTIONSANDACCOUNTS 11

4.1. CapitalContributions 11

4.2. ClassesofPartnershipUnits 11

4.3. AdditionalCapitalContributionsandIssuancesofAdditionalPartnershipInterests 11

4.4. AdditionalFunding 13

4.5. CapitalAccounts 13

4.6. PercentageInterests 13

4.7. NoInterestonContributions 14

4.8. ReturnofCapitalContributions 14

4.9. NoThird-PartyBeneficiary 14

ARTICLE5PROFITSANDLOSSES;DISTRIBUTIONS 14

5.1. Allocation of Profit and Loss 14

5.2. Distribution of Cash 16

5.3. REITDistributionRequirements 19

5.4. NoRighttoDistributionsinKind 19

5.5. LimitationsonReturnofCapitalContributions 19

5.6. DistributionsUponLiquidation 19

5.7. SubstantialEconomicEffect 19

5.8. Reinvestment 19

ARTICLE6RIGHTS,OBLIGATIONSANDPOWERSOFTHEGENERALPARTNER 20

6.1. Management of the Partnership 20

6.2. DelegationofAuthority 22

6.3. Indemnification and Exculpation of Indemnitees 22

6.4. Liability and Obligations of the General Partner 23

6.5. Reimbursement of General Partner 23

6.6. Outside Activities 24

6.7. Transactions With Affiliates 24

6.8. TitletoPartnershipAssets 24

6.9. Repurchases and Exchanges of REIT Shares 24

TABLEOFCONTENTS

(continued)

6.10 . NoDuplicationofFeesorExpenses 25

ARTICLE7CHANGESINGENERALPARTNER 25

7.1. Transfer of the General Partner’s Partnership Interest 25

7.2. AdmissionofaSubstituteorAdditionalGeneralPartner 26

7.3. Effect of Bankruptcy, Withdrawal,Death or Dissolution of the sole remaining General Partner 26

7.4. Removal of a General Partner 26

ARTICLE8RIGHTSANDOBLIGATIONSOFTHELIMITEDPARTNERS 27

8.1. ManagementofthePartnership 27

8.2. PowerofAttorney 27

8.3. LimitationonLiabilityofLimitedPartners 27

8.4. OwnershipbyLimitedPartnerofCorporateGeneralPartnerorAffiliate 27

8.5. Redemption Right 27

8.6. RequiredRedemptionofLimitedPartners 29

8.7. RegistrationRights 29

ARTICLE9TRANSFERSOFLIMITEDPARTNERSHIPINTERESTS 29

9.1. P urchase for Investment 29

9.2. Restrictions on Transfer of Limited Partnership Interests 29

9.3. Admission of Substitute Limited Partner 30

9.4. Rights of Assignees of Partnership Interests 31

9.5. EffectofBankruptcy,Death,IncompetenceorTerminationofaLimitedPartner 31

9.6. JointOwnershipofInterests 31

ARTICLE10BOOKSANDRECORDS;ACCOUNTING;TAXMATTERS 32

10.1 . BooksandRecords 32

10.2 . Custody of Partnership Funds;Bank Accounts 32

10.3 . FiscalandTaxableYear 32

10.4 . AnnualTaxInformationandReport 32

10.5 . Tax Matters Partner;Tax Elections;Special Basis Adjustments 32

10.6 . ReportstoLimitedPartners 32

ARTICLE11AMENDMENTOFAGREEMENT;MERGER 32

ARTICLE 12 GENERAL PROVISIONS 33

12.1 . Notices 33

12.2 . SurvivalofRights 33

12.3 . AdditionalDocuments 33

12.4 . Severability 33

12.5 . EntireAgreement 33

12.6 . PronounsandPlurals 33

12.7 . Headings 33

12.8 . Counterparts 33

12.9 . GoverningLaw 33

TABLEOFCONTENTS

(continued)

EXHIBITS

EXHIBITA-NoticeofExerciseofRedemptionRight

SCHEDULES

SCHEDULE1-AllocationofCertainManagementFeedsUndertheAdvisoryAgreement

FOURTHAMENDEDANDRESTATEDLIMITEDPARTNERSHIPAGREEMENT OF

SCULPTORDIVERSIFIEDREITOPERATINGPARTNERSHIPLP

This Fourth Amended and Restated Limited Partnership Agreement (this “Agreement”), dated as of October 21, 2026, amendsandrestatestheThirdAmendedandRestatedLimitedPartnershipAgreemententeredintoasofDecember6,2024(the“Prior Agreement”), between Sculptor Diversified Real Estate Income Trust, Inc., a Maryland corporation, as general partner (the “General Partner”) and a limited partner, and Sculptor Diversified REIT Special Limited Partner LP, a Delaware limited partnership, as a special limited partner (the “Special Limited Partner”), and the limited partners hereto from time to time. This Agreement shall supersede and replace any and all prior limited partnership agreements of the Partnership, including without limitation the Prior Agreement.

RECITALS:

WHEREAS, SculptorDiversified REIT OperatingPartnership LP(the“Partnership”) wasformedon February22,2022,asa limitedpartnershipunderthelawsoftheStateofDelawareandacertificateoflimitedpartnershipwasfiledwiththeSecretaryofState of the State of Delaware (the “Certificate”).

WHEREAS,thepartiestothisAgreementdesiretoamendandrestatethePriorAgreementassetforthherein.

NOW,THEREFORE,inconsiderationoftheforegoing,ofmutualcovenantsbetweenthepartieshereto,andof othergood and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE 1 DEFINEDTERMS

1.1.Definitions.ThefollowingdefinedtermsusedinthisAgreementshallhavethemeaningsspecifiedbelow:

“Act”meanstheDelawareRevisedUniformLimitedPartnershipAct,asitmaybeamendedfromtimetotime. “Additional Funds” has the meaning set forth in Section 4.4.

“AdditionalSecurities”meansanyadditionalREITShares(otherthanREITSharesissuedinconnectionwitharedemption pursuant to Section 8.5) orrights, options,warrantsor convertible or exchangeable securitiescontaining therighttosubscribe foror purchase REIT Shares, as set forth in Section 4.3(a)(iii).

“Administrative Expenses” means (i) all administrative and operating costs and expenses incurred by the Partnership, (ii) those administrative costs and expenses of the General Partner, including any salaries or other payments to directors, officers or employeesoftheGeneralPartner,and anyaccountingandlegalexpensesof theGeneralPartner,whichexpensesareexpensesofthe Partnership and not the General Partner, and(iii) to the extent not included in clause (ii) above, REIT Expenses; provided, however, that Administrative Expenses shall not include any administrative costs and expenses incurred by the General Partner that are attributable to assets that are not owned directly or indirectly by the Partnership.

“Adviser” means the Person appointed, employed or contracted with by the General Partner and the Partnership and responsiblefordirectingorperformingtheday-to-daybusinessaffairsoftheGeneralPartnerandthePartnership,includingany Person to whom the Adviser subcontracts all or substantially all of such functions.

“AdvisoryAgreement”meanstheagreementamongtheGeneralPartner,thePartnershipandtheAdviserpursuanttowhich the Adviser will direct or perform the day-to-day business affairs of the General Partner and the Partnership.

“Affiliate” means, with respect to any Person, (i) any Person directly or indirectly owning, controlling or holding with the power to vote 10% of more of the outstanding voting securities of such other Person; (ii) any Person 10% or more of whose outstanding voting securities are directly or indirectly owned, controlled or held, with the power to vote, by such other Person; (iii)anyPersondirectly orindirectlycontrolling,controlledbyorundercommoncontrolwithsuchotherPerson,includinganypartnership in which such Person is a general partner; (iv) any executive officer, director, trustee or general partner of such other Person; and (v) any legal entity for which such Person acts an executive officer, director, trustee or general partner.

“AggregateShareOwnershipLimit”shallhavethemeaningsetforthintheArticlesofIncorporation.

“Agreed Value” means the fair market value of a Partner’s non-cash Capital Contribution as of the date of contribution as agreedtobysuchPartnerandtheGeneralPartner.TheAgreedValueofanynon-cashCapitalContributionsbyaPartnerasofthedate of contribution are set forth on the Partnership’s books and records.

“Agreement”meansthisLimitedPartnershipAgreement,asamended,modifiedsupplementedorrestatedfromtimetotime, as the context requires.

“ApplicablePercentage”hasthemeaningprovidedinSection8.5(c).

“Articles of Incorporation” means the Articles of Amendment and Restatement of the General Partner filed with the MarylandStateDepartmentofAssessmentsandTaxationonDecember22,2022,asfurther amendedorsupplementedfromtimeto time.

“CapitalAccount”hasthemeaningprovidedinSection4.5.

“Capital Contribution” means the total amount of cash, cash equivalents or the Agreed Value of any Property or other asset (otherthancashorcashequivalents)contributedor agreedtobecontributed,asthecontextrequires,tothePartnershipbyeachPartner pursuant to the terms of this Agreement. Any reference to the Capital Contribution of a Partner shall include the Capital Contribution made by a predecessor holder of the Partnership Interest of such Partner.

“Carrying Value” means, with respect to any asset of the Partnership, the asset’s adjusted net basis for federal income tax purposes or, in the case of any asset contributed to the Partnership, the fair market value of such asset at the time of contribution, reduced by any amounts attributable to the inclusion of liabilities in basis pursuant to Section 752 of the Code, except that theCarrying Values of all assets may, at the discretion of the General Partner, be adjusted to equal their respective fair market values (as determined by the General Partner), in accordance with the rules set forth in Regulations Section 1.704-1(b)(2)(iv)(f), as provided for inSection4.5.InthecaseofanyassetofthePartnershipthathasaCarryingValuethatdiffersfrom itsadjustedtaxbasis,theCarrying Value shall be adjusted by the amount of depreciation, depletion and amortization calculated for purposes of the definition of Profit and Loss rather than the amount of depreciation, depletion and amortization determined for federal income tax purposes.

“CashAmount”meansanamountofcashperPartnershipUnitequaltotheapplicableRedemptionPricedeterminedbythe General Partner.

“Certificate” means any instrument or document that is required under the laws of the State of Delaware, or any other jurisdictioninwhichthePartnershipconductsbusiness,tobesignedandsworntobyanyofthePartnersofthePartnership(eitherby themselves or pursuant to the power-of-attorney granted to the General Partner in Section 8.2) and filed for recording in the appropriate public offices within the State of Delaware or such other jurisdiction to perfect or maintain the Partnership as a limited partnership,to effecttheadmission, withdrawal, or substitution ofany Partnerof the Partnership,or to protectthelimited liability of the Limited Partners as limited partners under the laws of the State of Delaware or such other jurisdiction.

“Class”meansaclassofREITSharesorPartnershipUnits,asthecontextmayrequire.

“ClassAConversionRate”meansthefraction,thenumeratorofwhichistheNetAssetValuePerUnitforeachClassAUnit or Class AA Unit and the denominator of which is the Net Asset Value Per Unit for each Class I Unit.

“ClassAExcessProfits”hasthemeaningsetforthinSection5.2(c).

“Class A Hurdle Amount” for any period during a calendar year means that amount that results in a 7% annualized internal rate of return on the Net Asset Value of the Class A Units and Class AA Units outstanding at the beginning of the then-current calendar year and all Class A Units and Class AA Units issued since the beginning of the then-current calendar year, taking into account the timing and amountof alldistributionsaccrued or paid (withoutduplication)onall such ClassA UnitsandClassAAUnits and all issuances of Class A Units and Class AA Units over the period and calculated in accordance with recognized industry practices. The ending Net Asset Value of the Class A Units and Class AA Units used in calculating the internal rate of return will be calculatedbeforegivingeffecttoanyapplicableClassAPerformanceAllocationandDistributionFeeexpenses(includinganyaccrual thereof), provided that the calculation of the Class A Hurdle Amount for any period will exclude any Class A Units and Class AA Unitsrepurchased during suchperiod,which ClassAUnitsand ClassAAUnitswill be subjectto theClassAPerformance Allocation upon such repurchase as described in Section 5.2(c).

“ClassALossCarryforwardAmount”shallinitiallyequalzeroandshallcumulativelyincreasebytheabsolutevalueof any negative annual Class A Total Return and decrease by any positive annual Class A Total Return, provided that the Class A Loss Carryforward Amount shall at no time be less than zero and provided further that the calculation of the Class A Loss Carryforward AmountwillexcludetheClassATotalReturnrelatedtoanyClassAUnitsandClassAA Unitsrepurchasedduring suchyear,which

Class A Units and Class AA Units will be subject to the Class A Performance Allocation upon such repurchase as described in Section 5.2(c).

“ClassAPerformanceAllocation”hasthemeaningsetforthinSection5.2(c).

“ClassAREITShares”meanstheREITSharesreferredtoas“ClassA”sharesintheArticlesofIncorporation.

“Class A Total Return” for any period since the end of the prior calendar year shall equal the sum of: (i) all distributions accrued or paid (without duplication) on all Class A Units and Class AA Units outstanding at the end of such period since the beginning of the then-current calendar year plus (ii) the change in aggregate Net Asset Value of such Class A Units and Class AA Units since the beginning of such year, before giving effectto (x) changes resultingsolely from the proceeds of issuances of Class A UnitsandClassAAUnits,(y)theClassAPerformanceAllocation(includinganyaccrualthereof)and(z)any applicableDistribution Fee expenses. For the avoidance of doubt, the calculation ofClass A Total Return will (i) include any appreciation or depreciation in the Net Asset Value of Class A Units and Class AA Units issued during the then-current calendar year but (ii) exclude the proceeds from the initial issuance of such Class A Units and Class AA Units.

“ClassAUnit”meansaPartnershipUnitentitlingtheholderthereoftotherightsofaholderofaClassAUnitasprovidedin this Agreement.

“ClassAAREITShares”meanstheREITSharesreferredtoas“ClassAA”sharesintheArticlesofIncorporation.

“ClassAAUnit”meansaPartnershipUnitentitlingtheholderthereoftotherightsofaholderofaClassAAUnitas provided in this Agreement.

“ClassDConversionRate”meansthefraction,thenumeratorofwhichistheNetAssetValuePerUnitforeachClassDUnit and the denominator of which is the Net Asset Value Per Unit for each Class I Unit.

“ClassDREITShares”meanstheREITSharesreferredtoas“ClassD”sharesintheArticlesofIncorporation.

“ClassDUnit”meansaPartnershipUnitentitlingtheholderthereoftotherightsofaholderofaClassDUnitasprovidedin this Agreement.

“ClassEConversionRate”meansthefraction,thenumeratorofwhichistheNetAssetValuePerUnitforeachClassEUnit and the denominator of which is the Net Asset Value Per Unit for each Class I Unit.

“ClassEREITShares”meanstheREITSharesreferredtoas“ClassE”sharesintheArticlesofIncorporation.

“ClassEUnit”meansaPartnershipUnitentitlingtheholderthereoftotherightsofaholderofaClassEUnitasprovidedin this Agreement.

“ClassFConversionRate”meansthefraction,thenumeratorofwhichistheNetAssetValuePerUnitforeachClassFUnit or Class FF Unit and the denominator of which is the Net Asset Value Per Unit for each Class I Unit.

“ClassFExcessProfits”hasthemeaningsetforthinSection5.2(c).

“Class F Hurdle Amount” for any period during a calendar year means that amount that results in a 7% annualized internal rateofreturnontheNetAssetValueoftheClassFUnitsandClassFFUnitsoutstandingatthebeginningofthethen-currentcalendar year and all Class F Units and Class FF Units issued since the beginning of the then-current calendar year, taking into account the timing and amount of all distributions accrued or paid (without duplication) on all such Class F Units and Class FF Units and all issuances of Class F Units and Class FF Units over the period and calculated in accordance with recognized industry practices. The endingNetAssetValueoftheClassFUnitsandClassFFUnitsusedincalculatingtheinternalrateofreturnwillbecalculatedbefore giving effect to any applicable Class F Performance Allocation and Distribution Fee expenses (including any accrual thereof), provided that the calculation of the Class F Hurdle Amount for any period will exclude any Class F Units and Class FF Units repurchased during such period, which Class F Units and Class FF Units will be subject to the Class F Performance Allocation upon such repurchase as described in Section 5.2(c).

“ClassFLossCarryforwardAmount”shallinitially equalzeroandshallcumulativelyincreasebytheabsolutevalueofany negative annual Class F Total Return and decrease by any positive annual Class F Total Return, provided that the Class F Loss Carryforward Amount shall at no time be less than zero and provided further that the calculation of the Class F Loss Carryforward Amount will excludethe Class FTotal Return related to anyClass F Units and Class FF Units repurchased during suchyear, which

Class F Units and Class FF Units will be subject to the Class F Performance Allocation upon such repurchase as described in Section 5.2(c).

“ClassFPerformanceAllocation”hasthemeaningsetforthinSection5.2(c).

“ClassFREITShares”meanstheREITSharesreferredto as“ClassF”sharesintheArticlesofIncorporation.

“Class F Total Return” for any period since the end of the prior calendar year shall equal the sum of: (i) all distributions accruedorpaid(withoutduplication)onallClassFUnitsandClassFFUnitsoutstandingattheendofsuchperiodsincethebeginning of the then-current calendar year plus (ii) the change in aggregate Net Asset Value of such Class F Units and Class FF Units since the beginning of such year, before giving effect to (x) changes resulting solely from the proceeds of issuances of Class F Units and Class FF Unitsand(y) theClassF PerformanceAllocation(including anyaccrualthereof)and(z)any applicable Distribution Fee expenses. For the avoidance of doubt, the calculation of Class F Total Return will (i) include any appreciation or depreciation in the Net Asset Value of Class F Units and Class FF Units issued during the then-current calendar year but (ii) exclude the proceeds from the initial issuance of such Class F Units and Class FF Units.

“ClassFUnit”meansaPartnershipUnitentitlingtheholderthereoftotherightsofaholder ofaClassFUnitasprovidedin this Agreement.

“ClassFFREITShares”meanstheREITSharesreferredtoas“ClassFF”sharesintheArticlesofIncorporation.

“ClassFFUnit”meansaPartnershipUnitentitlingtheholderthereoftotherightsofaholderofaClassFFUnitasprovided in this Agreement.

“ClassI REITShares”meanstheREITSharesreferredtoas“ClassI”sharesintheArticlesofIncorporation.

“ClassI Unit”meansaPartnershipUnitentitlingtheholderthereoftotherightsofaholder ofaClassIUnitasprovidedin this Agreement.

“ClassI-SConversionRate”meansthefraction,thenumeratorofwhichistheNetAssetValuePerUnitforeachClassI-S Unit and the denominator of which is the Net Asset Value Per Unit for each Class I Unit.

“ClassI-SExcessProfits”hasthemeaningsetforthin Section5.2(c).

“Class I-S Hurdle Amount” for anyperiod during a calendar year means that amount that results in a 7% annualized internal rateofreturnontheNetAssetValueoftheClassI-SUnitsoutstandingatthebeginningofthethen-currentcalendaryearandallClass I-S Units issued since the beginning of the then-current calendar year, taking into account the timing and amount of all distributions accrued or paid (withoutduplication) on all such Class I-S Units and all issuances of Class I-S Units over theperiod andcalculated in accordance with recognized industry practices. The endingNet Asset Value of the Class I-S Units used in calculating the internal rate of return will be calculated before giving effect to the Class I-S Performance Allocation (including any accrual thereof),provided that thecalculation oftheClassI-SHurdleAmountforanyperiod will excludeany ClassI-SUnitsrepurchased during suchperiod,which Class I-S Units will be subject to the Class I-S Performance Allocation upon such repurchase as described in Section 5.2(c).

“ClassI-SLossCarryforwardAmount”shallinitiallyequalzeroandshallcumulatively increasebytheabsolutevalueofany negative annual Class I-S Total Return and decrease by any positive annual Class I-S Total Return, provided that the Class I-S Loss Carryforward Amount shall at no time be less than zero and provided further that the calculation of the Class I-S Loss Carryforward Amount will exclude the Class I-S Total Return related to any Class I-S Units repurchased during such year, which Class I-SUnits will be subject to the Class I-S Performance Allocation upon such repurchase as described in Section 5.2(c).

“ClassI-SPerformanceAllocation”hasthemeaningsetforthinSection5.2(c).

“ClassI-SREITShares”meanstheREITSharesreferredtoas“ClassI-S”sharesintheArticlesofIncorporation.

“Class I-S Total Return” for any period since the end of the prior calendar year shall equal the sum of: (i) all distributions accrued or paid (without duplication) on all Class I-S Units outstanding at the end of such period since the beginning of the then-current calendar year plus (ii) the change in aggregate Net Asset Value of such Class I-S Units since the beginning of such year,beforegivingeffectto(x)changesresultingsolelyfrom theproceedsofissuancesofClassI-SUnitsand(y) theClassI-SPerformance Allocation (including any accrual thereof). For the avoidance of doubt, the calculation of Class I-S Total Return will (i) include any appreciationor depreciation in the Net Asset Value of Class I-S Units issued during the then-current calendar yearbut (ii) exclude the proceeds from the initial issuance of such Class I-S Units.

“ClassI-SUnit”meansaPartnershipUnitentitlingtheholderthereoftotherightsofaholderofaClassI-SUnitasprovided in this Agreement.

“ClassIIConversionRate”meansthefraction,thenumeratorofwhichistheNetAssetValuePerUnitforeachClassIIUnit and the denominator of which is the Net Asset Value Per Unit for each Class I Unit.

“ClassIIExcessProfits”hasthemeaningsetforthinSection5.2(c).

“Class II Hurdle Amount” for any period during a calendar year means that amount that results in a 7% annualized internal rate of return on the Net Asset Value of the Class II Units outstanding at the beginning of the then-current calendar year and all Class II Units issued since the beginning of the then-current calendar year, taking into account the timing and amount of all distributions accrued or paid (without duplication) on all such Class II Units and all issuances of Class II Units over the period and calculated in accordancewithrecognizedindustrypractices.TheendingNetAssetValueoftheClassIIUnitsusedincalculatingtheinternalrateof return will be calculated before giving effect to the Class II Performance Allocation (including any accrual thereof), provided that the calculation of the Class II Hurdle Amountfor any period will exclude any Class II Units repurchased during such period,which Class II Units will be subject to the Class II Performance Allocation upon such repurchase as described in Section 5.2(c).

“Class II Loss CarryforwardAmount” shall initially equalzero and shall cumulatively increase by the absolute value of any negative annual Class II Total Return and decrease by any positive annual Class II Total Return, provided that the Class II Loss Carryforward Amount shall at no time be less than zero and provided further that the calculation of the Class II Loss Carryforward AmountwillexcludetheClassIITotalReturnrelatedtoanyClassIIUnitsrepurchasedduringsuchyear,whichClassIIUnitswillbe subject to the Class II Performance Allocation upon such repurchase as described in Section 5.2(c).

“ClassIIPerformanceAllocation”hasthemeaningsetforthinSection5.2(c).

“ClassIIREITShares”meanstheREITSharesreferredtoas“ClassII”sharesintheArticlesofIncorporation.

“Class II Total Return” for any period since the end of the prior calendar year shall equal the sum of: (i) all distributions accruedorpaid(withoutduplication)onallClassIIUnitsoutstandingattheendofsuchperiodsincethebeginningofthethen-current calendar year plus (ii) the change in aggregate Net Asset Value of such Class II Units since the beginning of such year, before giving effect to (x) changes resulting solely from the proceeds of issuances of Class II Units and (y) the Class II Performance Allocation (includinganyaccrualthereof).Fortheavoidanceofdoubt,thecalculationofClassIITotalReturnwill(i)includeanyappreciationor depreciation in the Net Asset Value of Class II Units issued during the then-current calendar year but (ii) exclude the proceeds from the initial issuance of such Class II Units.

“ClassIIUnit”meansaPartnershipUnitentitlingtheholderthereoftotherightsofaholderofaClassIIUnitasprovidedin this Agreement.

“ClassSConversionRate”meansthefraction,thenumeratorofwhichistheNetAssetValuePerUnitforeachClassSUnit and the denominator of which is the Net Asset Value Per Unit for each Class I Unit.

“ClassSREITShares”meanstheREITSharesreferredto as“ClassS”sharesintheArticlesofIncorporation.

“ClassSUnit”meansaPartnershipUnitentitlingtheholderthereoftotherightsofaholder ofaClassSUnitasprovidedin this Agreement.

“ClassSIIConversionRate”meansthefraction,thenumeratorofwhichistheNetAssetValuePerUnitforeachClassSII Unit and the denominator of which is the Net Asset Value Per Unit for each Class I Unit.

“ClassSIIExcessProfits”hasthemeaningsetforthinSection5.2(c).

“Class SII Hurdle Amount” for anyperiod during a calendar year means that amount that results in a 7% annualized internal rateofreturnontheNetAssetValueoftheClassSIIUnitsoutstandingatthebeginningofthethen-currentcalendaryearandallClass SII Units issued since the beginning of the then-current calendar year, taking into account the timing and amount of all distributions accrued or paid (withoutduplication) on all such Class SII Units and all issuances of Class SII Units over theperiod and calculated in accordance with recognized industry practices. TheendingNet Asset Value of the Class SII Units used in calculating the internal rate of return will be calculated before giving effect to the Class SII Performance Allocation (including any accrual thereof),provided that thecalculation oftheClassSII HurdleAmountfor any period willexcludeany ClassSII Unitsrepurchased during suchperiod,which Class SII Units will be subject to the Class SII Performance Allocation upon such repurchase as described in Section 5.2(c).

“ClassSIILossCarryforwardAmount”shallinitiallyequalzeroandshallcumulatively increasebytheabsolutevalueofany negative annual Class SII Total Return and decrease by any positive annual Class SII Total Return, provided that the Class SII Loss Carryforward Amount shall at no time be less than zero and provided further that the calculation of the Class SII Loss Carryforward Amount will exclude the Class SII Total Return related to any Class SII Units repurchased during such year, which Class SII Units will be subject to the Class SII Performance Allocation upon such repurchase as described in Section 5.2(c).

“ClassSIIPerformanceAllocation”hasthemeaningsetforthinSection5.2(c).

“ClassSIIREITShares”meanstheREITSharesreferredtoas“ClassSII”sharesin theArticlesofIncorporation.

“ClassSIITotalReturn”foranyperiodsincetheendofthepriorcalendaryearshallequalthesum of:(i)alldistributions accrued or paid (without duplication) on all Class SII Units outstanding at the end of such period since thebeginning of the then-

current calendar year plus (ii) the change in aggregate Net Asset Value of such Class SII Units since the beginning of such year,beforegivingeffectto(x)changesresultingsolelyfrom theproceedsofissuancesofClassSIIUnitsand(y)theClassSIIPerformance Allocation (including any accrual thereof). For the avoidance of doubt, the calculation of Class SII Total Return will (i) include any appreciationor depreciation in the Net Asset Value of Class SII Units issued during thethen-current calendar yearbut (ii) exclude the proceeds from the initial issuance of such Class SII Units.

“ClassSIIUnit”meansaPartnershipUnitentitlingtheholderthereoftotherightsofaholderofaClassSIIUnitasprovided in this Agreement.

“Code” means the Internal Revenue Code of 1986, as amended, and as hereafter amended from time to time. Reference to anyparticularprovisionoftheCodeshallmeanthatprovisionintheCodeatthedatehereof andanysuccessorprovisionoftheCode.

“Commission”meanstheU.S.SecuritiesandExchangeCommission.

“CommonShareOwnershipLimit”shallhavethemeaningsetforthintheArticlesofIncorporation. “Director” shall have the meaning set forth in the Articles of Incorporation.

“DistributionFee”shallhavethemeaningsetforthintheArticlesofIncorporation. “DRIP” shall have the meaning set forth in Section 5.8.

“DRIPParticipant”shallhavethemeaningsetforthinSection5.8.

“EventofBankruptcy”astoanyPersonmeansthefilingofapetitionforreliefastosuchPersonasdebtororbankruptunder the Bankruptcy Code of 1978 or similar provision of law of any jurisdiction (except if such petition is contested by such Person and has been dismissed within 90 days); insolvency or bankruptcy of such Person as finally determined by a court proceeding; filing by such Person of a petition or application to accomplish the same or for the appointment of a receiver or a trustee for such Person or a substantial part of his assets; commencement of any proceedings relating to such Person as a debtor under any other reorganization, arrangement, insolvency, adjustment of debt or liquidation law of any jurisdiction, whether now in existence or hereinafter in effect, either bysuch Person or byanother,provided thatif such proceeding iscommencedby another,such Person indicateshisapprovalof such proceeding, consents thereto or acquiesces therein, or such proceeding is contested by such Person and has not been finally dismissed within 90 days.

“ExceptedHolderLimit”shallhavethemeaningsetforthintheArticlesofIncorporation. “Excess Profits” has the meaning set forth in Section 5.2(c).

“ExchangedREITShare”hasthemeaningsetforthinSection6.9(b).

“General Partner” means Sculptor Diversified Real Estate Income Trust, Inc., a Maryland corporation, and any Person who becomesasubstituteoradditionalGeneralPartnerasprovidedherein,andanyoftheirsuccessorsasGeneralPartner,insuchPerson’s capacity as a General Partner of the Partnership.

“GeneralPartnerInterest”meansanyPartnershipInterestheldbytheGeneralPartner,otherthananyPartnershipInterestit holds as a Limited Partner.

“Hurdle Amount” for any period during a calendar year means that amount that results in a 5% annualized internal rate of return on the Net Asset Value of the Class D Units, Class I Units and Class S Units outstanding at the beginning of the then-current calendar year and all Class D Units, Class I Units and Class S Units issued since the beginning of the then-current calendar year, taking into account the timing and amount of all distributionsaccrued or paid (withoutduplication) on all such Class D Units, Class I

Units and Class S Units and all issuances of Class D Units, Class I Units and Class S Units over the period and calculated in accordancewithrecognizedindustrypractices.TheendingNetAssetValueoftheClassDUnits,ClassIUnitsandClassSUnitsused in calculating the internal rate of return will be calculated before giving effect to any applicable Performance Allocation and Distribution Fee expenses (including any accrual thereof), provided that the calculation of the Hurdle Amount for any period will exclude any Class D Units, Class I Units or Class S Units repurchased during such period, which Class D Units, Class I Units or

ClassSUnitswillbesubjecttoanyapplicablePerformanceAllocationuponsuchrepurchaseasdescribedinSection5.2(c).

“Indemnitee”means(i) any Person madeaparty to aproceedingby reasonof itsstatusastheGeneralPartneroradirector, officer or employee of the General Partner, theAdviser or the Partnership, (ii) the Adviser, (iii) the Special Limited Partner and (iv) suchotherPersons(includingAffiliatesoftheGeneralPartnerorthePartnership) astheGeneralPartnermaydesignatefromtimeto time, in its sole and absolute discretion.

“LimitedPartner”meanstheGeneralPartnerinitscapacityasaLimitedPartner,andanyotherPersonidentifiedasaLimited Partner on the Partnership’s books and records, upon the execution and delivery by such Person of an additional limited partner signature page, and any Person who becomes a Substitute Limited Partner, in such Person’s capacity as a Limited Partner in the Partnership.

“Limited Partnership Interest” means the ownership interest of a Limited Partner in the Partnership at any particular time, including the rightof such Limited Partner to any and all benefits to which such Limited Partner may be entitled as provided in this AgreementandintheAct,togetherwiththeobligationsofsuchLimitedPartnertocomplywithalltheprovisionsofthisAgreement and of such Act. A Limited Partnership Interest may be expressed as a number of Partnership Units.

“Listing”meansthelistingofthesharesoftheGeneralPartner’scommonstockonanationalsecuritiesexchange.Uponsuch Listing, the shares shall be deemed “Listed.”

“Loss”hasthemeaningprovidedinSection5.1(e).

“LossCarryforwardAmount”shallinitiallyequalzeroandshallcumulatively increasebytheabsolutevalueofanynegative annual Total Returnanddecrease by anypositive annual Total Return, provided that the Loss Carryforward Amount shall at no time be less than zero and provided further that the calculation of the Loss Carryforward Amount will exclude the Total Return related to any Class D Units, Class I Units or Class S Units repurchased during such year, which Class D Units, Class I Units or Class S Units will be subject to the Performance Allocation upon such repurchase as described in Section 5.2(c).

“NetAssetValue”means(i)foranyPartnershipUnits,thenetassetvalueofsuchPartnershipUnits,determinedasofthelast business day of each month as described in the Valuation Guidelines and (ii) for any REIT Shares, the net asset value of such REIT Shares, determined as of the last business day of each month as described in the Valuation Guidelines.

“NetAssetValuePerUnit”means,foreachClassofPartnershipUnit,thenetassetvalueperunitofsuchClassof Partnership Unit, determined as of the last business day of each month as described in the Valuation Guidelines.

“NetAssetValuePerREITShare”means,foreachClassofREITShares,thenetassetvaluepershareofsuchClassofREIT Shares, determined as of the last business day of each month as described in the Valuations Guidelines.

“NonrecourseDeductions”hasthemeaningsetforthinRegulationsSections1.704-2(b)(1)and(c).

“NoticeofRedemption”meanstheNoticeofExerciseofRedemptionRightsubstantiallyintheformattachedasExhibitA. “Offer” has the meaning set forth in Section 7.1(b).

“Offering”meansanofferandsaleofREITSharestothepublic.

“Partner”meansanyGeneralPartner,SpecialLimitedPartnerorLimitedPartner.

“Partner NonrecourseDebt Minimum Gain”meansan amountwith respectto each Partner’snonrecoursedebt(asdefined in Regulations Section 1.704-2(b)(4)) equal to the Partnership Minimum Gain that would result if such partner nonrecourse debt were treatedasanonrecourseliability(asdefinedinRegulationsSection1.752-1(a)(2))determinedinaccordancewithRegulationsSection 1.704-2(i)(3).

“Partner Nonrecourse Deductions” has the meaning specified in Regulations Section 1.704-2(i)(2). “Partnership”meansSculptorDiversifiedREITOperatingPartnershipLP,aDelawarelimitedpartnership.

“Partnership Interest” means an ownership interest in the Partnership held by a Limited Partner, the General Partner or the Special Limited Partner and includes any and all benefits to which the holder of such a Partnership Interest may be entitled as providedinthisAgreement,togetherwithallobligationsofsuchPersontocomplywith thetermsandprovisionsofthisAgreement.

“Partnership Minimum Gain” has the meaning specified in Regulations Sections 1.704-2(b)(2) and 1.704-2(d). “PartnershipRecordDate”meanstherecorddateestablishedbytheGeneralPartnerforthedistributionofcashpursuantto

Section5.2,whichrecorddateshallbethesameastherecorddateestablishedbytheGeneralPartnerforadistributiontoits stockholders of some or all of its portion of such distribution.

“PartnershipRepresentative”hasthemeaningdescribedinSection10.5(a).

“Partnership Unit” means a fractional, undivided share of the Partnership Interests (other than the General Partner InterestandtheSpecialLimitedPartnershipInterest)ofallPartnersissuedhereunder,includingClassAUnits, ClassAAUnits, ClassDUnits,

ClassEUnits,ClassFUnits,ClassFFUnits,ClassIUnits, ClassSUnits,ClassI-SUnits,ClassIIUnitsandClassSIIUnits.The allocation of Partnership Units of each Class among the Partners shall be as set forth on the Partnership’s books and records.

“PercentageInterest”meansthepercentageownershipinterestinthePartnershipofeachPartner,asdeterminedbydividing the Partnership Units owned by a Partnerby the total number of Partnership Units then outstanding. ThePercentage Interest of each Partner shall be as set forth on the Partnership’s books and records.

“PerformanceAllocation”hasthemeaningsetforthinSection5.2(c).

“Person” means an individual, corporation, partnership, limited liability company, estate, trust (including a trust qualified under Sections 401(a) or 501(c)(17) of the Code), a portion of a trust permanently set aside for or to be used exclusively for the purposesdescribedinSection642(c)oftheCode,association,privatefoundationwithinthemeaningofSection509(a)oftheCode, joint stock company or other legal entity.

“Profit”hasthemeaningprovidedinSection5.1(e)hereof.

“Property”meansanyRealProperty,RealEstateSecuritiesorotherinvestmentinwhichthePartnershipholdsanownership

interest.

“RealEstateSecurities”meansequityanddebtsecuritiesofbothpubliclytradedandprivatecompanies,includingREITsand

pass-through entities, that own Real Property or loans secured by real estate, including investments in commercial mortgage-backed securitiesandderivativeinstruments,ownedbytheGeneralPartnerorthePartnershipdirectlyorindirectlythroughoneor moreofits Affiliates.

“RealProperty”meansland,rightsinland(includingleaseholdinterests)andanybuildings,structures,improvements, furnishings, fixtures and equipment located on or used in connection with land and rights or interests in land.

“ReceivedREITShare”hasthemeaningsetforthinSection6.9(b). “Redemption” has the meaning set forth in Section 8.5(a).

“Redemption Price” means the Value of the REIT Shares Amount as of the end of the Specified Redemption Date. “Value” means, for any Class of REIT Shares: (i) if such Class of REIT Shares are Listed, the average closing price per sharefor the previous 30tradingdays,or(ii)ifsuchClassofREITSharesarenotListed,theNetAssetValuePerREITShareforREITSharesofthatClass.

“RedemptionRight”hasthemeaningprovidedinSection8.5(a).

“Regulations”meanstheFederalincometaxregulationspromulgatedundertheCode,asamendedandashereafteramended from time to time. Reference to any particular provision of the Regulations shall mean that provision of the Regulations on the date hereof and any successor provision of the Regulations.

“RegulatoryAllocations”hasthemeaningsetforthinSection5.1(g).

“REIT” means a corporation, trust, association or other legal entity (other than a real estate syndication) that is engaged primarily in investing in equity interests in real estate (including fee ownership and leasehold interests) or in loans secured by real estateorbothasdefinedpursuanttoSections856through860oftheCodeandanysuccessororotherprovisionsoftheCoderelating

to real estate investment trusts (including provisions as to the attribution of ownership of beneficial interests therein) and the regulations promulgated thereunder.

“REIT Expenses” means (i) costs and expenses relating to the formation and continuity of existence and operation of the General Partner and any Subsidiaries thereof (which Subsidiaries shall, for purposes of this defined term, be included within the definition of General Partner),including taxes, fees and assessments associated therewith, any and all costs, expenses or fees payable to any director, officer, or employee of the General Partner or service providers to the General Partner (including service providers affiliatedwiththeAdviser),(ii)costsandexpensesrelatingtoanypublicoffering andregistrationofsecuritiesbytheGeneralPartner and all filings, statements, reports, fees and expenses incidental thereto, including, without limitation, underwriting discounts and selling commissions applicable to any such offering of securities, any Distribution Fees, and any costs and expenses associated with anyclaimsmadebyanyholdersofsuchsecuritiesoranyunderwritersorplacementagentsthereof,(iii)costsandexpensesassociated with any repurchaseof anysecuritiesby theGeneralPartner, (iv)costsand expensesassociated with thepreparation andfiling of any periodicorotherreportsandcommunicationsbytheGeneralPartnerunderfederal,stateorlocallawsorregulations,includingfilings with the Commission, (v) costs and expenses associated with compliance by the General Partner with laws, rules and regulations promulgated by any regulatory body, including the Commission and any securities exchange, (vi) the management fee payable to the Adviser under the Advisory Agreement and other fees and expenses payable to other services providers of the General Partner, (vii) costsand expensesincurred by theGeneralPartnerrelatingto any issuing or redemptionof Partnership Interestsand/orREITShares, and(viii) allotheroperatingor administrativecostsoftheGeneralPartnerincurredintheordinarycourseofitsbusinessonbehalfof or in connection with the Partnership.

“REIT Share” means a common share of the General Partner (or successor entity, as the case may be), including Class A REITShares,ClassAAREITShares,ClassD REITShares,ClassEREITShares,ClassFREITShares,ClassFFREIT Shares,Class I REIT Shares, Class S REIT Shares, Class I-S REIT Shares, Class II REIT Shares and Class SII REIT Shares.

“REITSharesAmount”meansanumberofREITShareshavingthesameClassdesignationastheClassofPartnershipUnits offered for exchange by a Tendering Party equal to such number of Partnership Units; provided that in the event the General Partner issues to all holders of REIT Shares rights, options, warrants or convertible or exchangeable securities entitling the stockholders to subscribe for or purchase REIT Shares, or any other securities or property (collectively, the “rights”), and the rights have not expired at the Specified RedemptionDate, then the REIT Shares Amount shall also include the rights issuable to a holder of the REIT Shares Amount of REIT Shares on the record date fixed for purposes of determining the holders of REIT Shares entitled to rights.

“RelatedParty”means,withrespecttoanyPerson,anyotherPersonwhoseownershipofsharesoftheGeneralPartner’s capital stock would be attributed to the first such Person under Code Section 544 (as modified by Code Section 856(h)(1)(B)).

“SecuritiesAct”meanstheSecuritiesActof1933,asamendedfromtimetotime,oranysuccessorstatutethereto.Reference to any provision of theSecurities Act shall mean such provision as in effectfrom time to time, as the same maybe amended, and any successor provision thereto, as interpreted by any applicable regulations as in effect from time to time.

“Service”meanstheUnitedStatesInternalRevenueService. “SLP Shares” has the meaning set forth in Section 8.7.

“Special Limited Partner” means Sculptor Diversified REIT Special Limited Partner LP, a Delaware limited partnership, whichshallbealimitedpartnerofthePartnershipandrecognizedassuchunderapplicableDelawarelaw,butnota“LimitedPartner” within the meaning of this Agreement (other than to the extent it owns Partnership Units).

“SpecialLimited Partnership Interest”meanstheinterestof theSpecialLimited Partner inthePartnership representing solely itsrightastheholderofaninterestindistributionsdescribedinSection5.2(c)(andanycorrespondingallocationsofincome,gain,loss and deduction under this Agreement), and not any interest in Partnership Units it may own from time to time.

“SpecifiedRedemptionDate”meansthefirstbusinessdayofthemonthfollowingthemonthofthedaythatis45daysafter the receipt by the General Partner of the Notice of Redemption.

“Subsidiary”means,withrespecttoanyPerson,anycorporationorotherentityofwhichamajorityof(i)thevotingpowerof the voting equity securities or (ii) the outstanding equity interests is owned, directly or indirectly, by such Person.

“SubstituteLimitedPartner”meansanyPersonadmittedtothePartnershipasaLimitedPartnerpursuanttoSection9.3. “Successor Entity” has the meaning set forth in Section 4.3(a).

“Survivor”hasthemeaningsetforthinSection7.1(c).

“Tax Advances” has the meaning set forth in Section 5.2(d). “Tendered Units” has the meaning provided in Section 8.5(a). “TenderingParty”hasthemeaningprovidedinSection8.5(a).

“Total Return” for any period since the end of the prior calendar year shall equal the sum of: (i) all distributions accrued or paid (without duplication) on the Class D Units, Class I Units and Class S Units outstanding at the end of such period since the beginningofthethen-currentcalendaryear plus(ii)thechangeinaggregateNetAssetValueofsuchClassDUnits,ClassIUnitsand Class S Units since the beginning of such year, before giving effect to (x) changes resulting solely from the proceeds of issuances of Class D Units, Class I Units and Class S Units, (y) the Performance Allocation (including any accrual thereof) and (z) any applicable Distribution Fee expenses.

“Transaction”hasthemeaningsetforthinSection7.1(b). “Transfer” has the meaning set forth in Section 9.2(a).

“ValuationGuidelines”meanswrittenvaluationproceduresadoptedbytheBoardofDirectorsoftheGeneralPartner,assuch procedures may be amended from time to time, that set forth the method by which the net asset value per each class of REIT Share shall be calculated.

1.2.Interpretation. Thedefinitionsin Section 1.1shallapply equally toboth thesingular andpluralformsof the terms defined. Wherever the contextmay require, any pronounused in this Agreement shall include the corresponding masculine, feminine and neuter forms. For all purposesof thisAgreement,theterm “control”andvariationsthereof shallmeanpossession oftheauthority to direct or cause the direction of the management and policies of the specified entity, through the direct or indirect ownership of equityintereststherein,bycontractorotherwise.AsusedinthisAgreement,thewords“include,”“includes”and“including”shallbe deemed to be followed by the phrase “without limitation.” As used in this Agreement, the terms “herein,” “hereof” and “hereunder” shall refer to this Agreement in its entirety. Any references in this Agreement to “Sections” or “Articles” shall, unless otherwise specified,refertoSectionsorArticles,respectively,inthisAgreement.AnyreferencesinthisAgreementtoan “Exhibit”shall,unless otherwise specified, refer to an Exhibit attached to this Agreement, as such Exhibit may be amended from time to time. Each such Exhibit shall be deemed incorporated in this Agreement in full.

ARTICLE2

PARTNERSHIPFORMATIONANDIDENTIFICATION

2.1. Formation.ThePartnershipwasformedasalimitedpartnershippursuanttotheActandallotherpertinentlawsof the State of Delaware, for the purposes and upon the terms and conditions set forth in this Agreement.

2.2 Name, Office and Registered Agent. The name of the Partnership is Sculptor Diversified REIT Operating PartnershipLP.ThespecifiedofficeandprincipalplaceofbusinessofthePartnershipshallbe9W57thStreet,NewYork,NewYork 10019. The General Partner may at any time change the location of such office, provided the General Partner gives notice to the Partners of any such change. The name and address of the Partnership’s registered agent is The Corporation Trust Company, Corporation Trust Center, 209 Orange Street, Wilmington, County of New Castle, Delaware 19801. The sole duty of the registered agent as such is to forward to the Partnership any notice that is served on him as registered agent.

2.3 Partners.

(a)TheGeneralPartnerofthePartnershipisSculptorDiversifiedRealEstateIncomeTrust,Inc.,aMaryland corporation. Its principal place of business is the same as that of the Partnership.

(b)TheLimitedPartnersaretheGeneralPartner(initscapacityasLimitedPartner)andanyotherPersons identified as Limited Partners on the Partnership’s books and records.

(c)TheSpecialLimitedPartnerisSculptorDiversifiedREITSpecialLimitedPartnerLP,aDelawarelimited partnership. Its principal place of business is the same as that of the Partnership.

2.4 TermandDissolution.

(a)The Partnership commenced upon the filing for record of the Certificate in the office of the Secretary of StateoftheStateofDelawareonFebruary22,2022andshallcontinueindefinitely,exceptthatthePartnershipshallbedissolvedupon the first to occur of any of the following events:

(i)The occurrence of an Event of Bankruptcy as to a General Partner or the dissolution, death, removalorwithdrawalofaGeneralPartnerunlessthebusinessofthePartnershipiscontinuedpursuanttoSection 7.3(b); provided that if a General Partner is on the date of such occurrence a partnership, the dissolution of such General Partner as a result of the dissolution, death, withdrawal, removal or Event of Bankruptcy of a partner in such partnership shall not be an event of dissolution of the Partnership if the business of such General Partner is continued by the remaining partner or partners, either aloneor with additional partners, and such General Partner and such partners comply with any other applicable requirements of this Agreement;

(ii)Thepassageof90daysafterthesaleorotherdispositionofallorsubstantiallyalloftheassetsof thePartnership (provided thatif thePartnership receivesan installmentobligation asconsideration for suchsale or other disposition, the Partnership shall continue, unless sooner dissolved under the provisions of this Agreement, until such time as such note or notes are paid in full); or

(iii)TheelectionbytheGeneralPartnerthatthePartnershipshouldbedissolved.

(b)UpondissolutionofthePartnership(unlessthebusinessofthePartnershipiscontinuedpursuanttoSection 7.3(b)), the General Partner (or its trustee, receiver, successor or legal representative) shall amend or cancel any Certificate(s) and

liquidate the Partnership’s assets and apply and distribute the proceeds thereof in accordance with Section 5.6. Notwithstanding the foregoing, the liquidating General Partner may either (i) defer liquidation of, or withhold from distribution for a reasonable time, any assetsofthePartnership(includingthosenecessarytosatisfythePartnership’sdebtsandobligations),or(ii)distributetheassetstothe Partners in kind.

2.5. FilingofCertificateandPerfectionofLimitedPartnership.TheGeneralPartnershallexecute,acknowledge, record and file at the expense of the Partnership, any and all amendments to the Certificate(s) and all requisite fictitious name statements and notices in such places and jurisdictions as may be necessary to cause the Partnership to be treated as a limited partnership under, and otherwise to comply with, the laws of each state or other jurisdiction in which the Partnership conducts business.

2.6 Certificates Representing Partnership Units. At the request of a Limited Partner, the General Partner, at its option,mayissue(butinnowayisobligatedtoissue)acertificatespecifyingthenumberandClassofPartnershipUnitsownedbythe Limited Partner as of the date of such certificate. Any such certificate (i) shall be in form and substance as approved by the General Partner, (ii) shall not be negotiable and (iii) shall bear a legend to the following effect:

Thiscertificateisnotnegotiable.ThePartnershipUnitsrepresentedbythiscertificatearegovernedbyandtransferableonly in accordance with the provisions of the Limited Partnership Agreement of Sculptor Diversified REIT Operating Partnership LP, as amended from time to time.

ARTICLE3

BUSINESSOFTHEPARTNERSHIP

ThepurposeandnatureofthebusinesstobeconductedbythePartnershipis(i)toconductanybusinessthatmaybelawfully conducted by a limited partnership organized pursuant to the Act, provided, however, that such business shall be limited to and conducted in such a manner as to permit the General Partner at all times to qualify as a REIT, and in a manner such that the General Partner willnotbesubjecttoany taxesunder Section857or4981of theCode (to the extent the GeneralPartnerdeterminesnotbeing subject to such taxes is desirable), unless the General Partner otherwise ceases to qualify as a REIT, (ii) to enter into any partnership, jointventureorother similar arrangementto engageinanyof theforegoingor theownership of interestsin any entity engaged inany ofthe foregoing and (iii) todoanything necessary or incidentalto theforegoing. Notwithstanding theforegoing, the Limited Partners agree that the General Partner may terminate its status as a REIT under the Code at any time to the full extent permitted under the Articlesof Incorporation. The General Partner on behalf of the Partnership shall also be empowered to do any and all acts and things necessary or prudent to ensure that the Partnership will not be classified as a “publicly traded partnership” for purposes of Section 7704 of the Code.

ARTICLE4

CAPITALCONTRIBUTIONSANDACCOUNTS

4.l. Capital Contributions. The General Partner and the Limited Partners have made capital contributions to the Partnership in exchange for the Partnership Interests set forth opposite their names on the Partnership’s books and records. The GeneralPartnermaykeepthePartnership’sbooksandrecordscurrentthroughseparaterevisionsthatreflectperiodicchangesto the

capital contributions made by the Partners and redemptions and other purchases of Partnership Units by the Partnership, and corresponding changes to the Partnership Interests of the Partners, without preparing an amendment to this Agreement.

4.2. Classes of Partnership Units. The General Partner is hereby authorized to cause the Partnership to issue PartnershipUnitsdesignatedasClassAUnits,ClassAAUnits,ClassDUnits, ClassEUnits,ClassFUnits, ClassFFUnits,ClassI Units, Class S Units, Class I-S Units, Class II Units and Class SII Units. Each such Class shall have the rights and obligations attributed to that Class under this Agreement.

4.3 AdditionalCapitalContributionsandIssuancesofAdditionalPartnershipInterests.Exceptasprovidedinthis Section 4.3 or Section 4.4, the Partners shall have no right or obligation to make any additional Capital Contributions or loans to the Partnership. The General Partner may contribute additional capital to the Partnership, from time to time, and receive additional Partnership Interests in respect thereof (whether in the form of General Partner Interests or Limited Partnership Interests), in the manner contemplated in this Section 4.3.

(a)IssuancesofAdditionalPartnershipInterests.

(i)General. The General Partner is hereby authorized to cause the Partnership to issue such additionalPartnershipInterestsintheformofPartnershipUnitsforanyPartnershippurposeatanytimeorfromtime to time to the Partners (including the General Partner) or to other Persons for such consideration and on such terms and conditions as shall be established by the General Partner in its sole and absolute discretion, all without the

approval of any Limited Partners, including but not limited to, Partnership Units issued in connection with the issuance of REIT Shares of or other interests in the General Partner, Partnership Units issued to the Special Limited Partner with respect to payments made pursuant to the Performance Allocation, Class A Performance Allocation, Class F Performance Allocation, Class I-S Performance Allocation, Class II Performance Allocation or Class SII Performance Allocation, Partnership Units issued to the Adviser as a management fee pursuant to the Advisory Agreement and Partnership Units issued in connection with acquisitions of properties. Any additional Partnership Interests issued thereby may be issued in one or more classes (including the Classes specified in this Agreement or any other Classes), or one or more series of any of such classes, with such designations, preferences and relative, participating, optional or other special rights, powers and duties, including rights, powers and duties senior to LimitedPartnershipInterests,allasshallbedeterminedbytheGeneralPartnerinitssoleandabsolutediscretionand without the approval of any Limited Partner, subject to Delaware law, including, without limitation, (i) the allocationsofitemsofPartnershipincome,gain,loss,deductionandcredittoeachsuchclassorseriesofPartnership Interests; (ii) the right of each such class or series of Partnership Interests to share in Partnership distributions; and

(iii) the rights of each such class or series of Partnership Interests upon dissolution and liquidation of the Partnership;provided,however,thatnoadditionalPartnershipInterestsshallbeissuedtotheGeneralPartnerunless:

(1)theadditionalPartnershipInterestsareissuedinconnectionwithanissuanceof Additional Securities by the General Partner in accordance with Section 4.3(a)(iii);

(2)the additional Partnership Interests are issued in exchange for property owned by the GeneralPartnerwithafairmarketvalue,asdeterminedbytheGeneralPartner,ingoodfaith,equaltothevalueof the Partnership Interests; or

(3)theadditionalPartnershipInterestsareissuedtoallPartnersholdingPartnershipUnitsin proportion to their respective Percentage Interests.

Withoutlimitingtheforegoing,theGeneralPartnerisexpresslyauthorizedtocausethePartnershiptoissuePartnershipUnits for less than fair market value, so long as the General Partner concludes in good faith that such issuance is in the best interests of the General Partner and the Partnership.

(ii)Adjustment Events. In the event the General Partner (i) declares or pays a dividend on any Class of its outstanding REIT Shares in REIT Shares or makes a distribution to all holders of any Class of its outstanding REIT Shares in REIT Shares, (ii) subdivides any Class of its outstanding REIT Shares, or (iii) combines any ClassofitsoutstandingREITSharesintoasmallernumber ofREITShareswithrespecttoanyClassofREITShares,then a corresponding adjustment to the number of outstanding Partnership Units of the applicable Class necessary to maintain the proportionate relationship between the number of outstanding Partnership Units of such Class to the number of outstanding REIT Shares of such Class shall automatically be made. Additionally, in the event that any other entity shall become General Partner pursuant to any merger, consolidation or combination of the General Partner with or into another entity (the “Successor Entity”), the number of outstanding Partnership Units of each Class shall be adjusted by multiplying such number by the number of shares of the Successor Entity into which one REIT Share of such Class is converted pursuant to such merger, consolidation or combination, determined as of the

date of such merger, consolidation or combination. Any adjustment to the number of outstanding Partnership Units of any Class shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event; provided, however, that if the General Partner receives a Notice of Redemption after the record date, but prior to the effective date of such dividend, distribution, subdivision or combination, or suchmerger,consolidationor combination, thenumberofoutstanding PartnershipUnitsof anyClassshallbedetermined as if the General Partner had received the Notice of Redemption immediately prior to the record date for such dividend, distribution, subdivision or combination or such merger, consolidation or combination. If the General Partner takes any other action affecting the REIT Shares other than actions specifically described above and, in the opinion of the General Partner such action would require an adjustment to the number of Partnership Units to maintain the proportionate relationship between the number of outstanding Partnership Units to the number of outstanding REIT Shares, the General Partner shall have the right to make such adjustment to the number of Partnership Units, to the extent permitted bylaw, in such manner and at such time as the General Partner, in its sole discretion, may determine to be appropriate under the circumstances.

(iii)Upon Issuance of Additional Securities. Upon the issuance by the General Partner of any Additional Securities (including pursuant to the General Partner’s distribution reinvestment plan) other than to all holdersofREITShares,theGeneralPartnershallcontributeanynetproceedsfromtheissuanceofsuchAdditional SecuritiesandfromanyexerciseofrightscontainedinsuchAdditionalSecurities,directlyandthroughtheGeneral Partner, to the Partnership in return for, as the General Partner may designate, Partnership Interests or rights, options, warrantsorconvertibleor exchangeable securitiesofthe Partnershiphaving designations,preferencesand other rights such that their economic interests are substantially similar to those of the Additional Securities;

provided, however, that the General Partner is allowed to issue Additional Securities in connection with an acquisition of assets that would not be owned directly or indirectly by the Partnership, but if and only if, such acquisition and issuance of Additional Securities have been approved and determined to be in or not opposed to the best interests of the General Partner and the Partnership; provided further, that the General Partner is allowed to use net proceeds fromthe issuance and sale of such AdditionalSecurities to repurchase REITShares pursuant to ashare repurchase plan. Without limiting the foregoing, the General Partner is expressly authorized to issue Additional Securities for less than fair market value, and to cause the Partnership to issue to the General Partner corresponding Partnership Interests, so longastheGeneralPartner concludesin goodfaith thatsuchissuanceisin thebestinterests oftheGeneralPartnerandthePartnership.Withoutlimitingtheforegoing,if theGeneralPartnerissuesREITShares of any Class for a cash purchase price and contributes all of the net proceeds of such issuance to the Partnership as required hereunder, the General Partner shall be issued a number of additional Partnership Units having the same Class designation as the issued REIT Shares equal to the number of such REIT Shares of that Class issued by the General Partner the proceeds of which were so contributed. Notwithstanding the foregoing, all Partnership Units issuedinconnectionwiththeGeneralPartner’sissuanceofundesignatedsharesof commonstockbeforeFebruary9, 2023 shall be designated Class F Units.

(b)CertainDeemedContributionsofProceedsofIssuanceofREITShares.Inconnectionwithanyandall issuances of REIT Shares, to the extent that the General Partner shall make Capital Contributions to the Partnership of the proceeds therefrom, if the proceeds actually received and contributed by the General Partner in respect of the REIT Shares the proceeds of which were so contributed are less than the gross proceeds of such issuance as a result of any underwriter’s commission or other expenses paid or incurred in connection with such issuance, then the General Partner shall be deemed to have made Capital Contributions to the Partnership in the aggregate amount of the gross proceeds of such issuance and the Partnership shall be deemed simultaneously to have paid such offering expenses in accordance with Section 6.5 and in connection with the required issuance of additional Partnership Units to the General Partner for such Capital Contributions pursuant to Section 4.3(a). In connection with any andallissuancesofREITSharespursuanttotheGeneralPartner’sdistributionreinvestmentplan,theGeneralPartnershallbedeemed to havemadeCapitalContributionsto thePartnership in theaggregateamountofthedistributionsthathavebeenreinvested in respect of the REIT Shares issued by the General Partner in return for an equal number of Partnership Units having the same Classdesignation as the issued REIT Shares.

4.4. AdditionalFunding.IftheGeneralPartnerdeterminesthatitisinthebestinterestsofthePartnershiptoprovidefor additional Partnership funds (“Additional Funds”) for any Partnership purpose, the General Partner may (i) cause the Partnership to obtainsuchfundsfromoutsideborrowings,(ii)electtohavetheGeneralPartneroranyofitsAffiliatesprovidesuchAdditionalFunds to the Partnership through loans, the purchase of additional Partnership Interests or otherwise (which the General Partner or such Affiliates will have the option, but not the obligation, of providing) or (iii) cause the Partnership to issue additional Partnership Interests and admit additional Limited Partners to the Partnership in accordance with Section 4.3.

4.5. Capital Accounts. A separate capital account (a “Capital Account”) shall be established and maintained for each Partner in accordance with Regulations Section 1.704-1(b)(2)(iv) and a Partner shall have a single Capital Account with respect to all Partnership Interests held by such Partner. If (i) a new or existing Partner acquires an additional Partnership Interest in exchange for

morethanademinimisCapitalContribution,(ii)thePartnershipdistributestoaPartnermorethana deminimisamountofPartnership property or money as consideration for a Partnership Interest, (iii) the Partnership is liquidated within the meaning of Regulation Section 1.704-1(b)(2)(ii)(g),or (iv) thePartnership grants a Partnership Interest (other than a de minimis interest) as consideration for the provision of services to or for the benefit of the Partnership, the General Partner may revalue the property of the Partnership to its fair marketvalue(asdetermined by theGeneralPartner, in itssoleand absolutediscretion,andtaking into accountSection 7701(g) of the Code) in accordance with Regulations Section 1.704-1(b)(2)(iv)(f). When the Partnership’s property is revalued by the General Partner, the Capital Accounts of the Partners shall be adjusted in accordance with Regulations Sections 1.704-1(b)(2)(iv)(f) and (g), which generally require such Capital Accounts to be adjusted to reflect the manner in which the unrealized gain or loss inherent in such property (that has not been reflected in the Capital Accounts previously) would be allocated among the Partners pursuant to Section 5.1 if there were a taxable disposition of such property for its fair market value (as determined by the General Partner, in its sole and absolute discretion, and taking into account Section 7701(g) of the Code) on the date of the revaluation.The Capital Accounts of the Partners shall be determined and maintained in all respects in a manner that complies with the provisions of Regulations Section 1.704-1(b)(2)(iv).

4.6. PercentageInterests.IfthenumberofoutstandingPartnershipUnitsincreasesordecreasesduringataxableyear, each Partner’s PercentageInterest shall be adjusted by the General Partner effective asof the effective date of each such increase or decrease to a percentage equal to the number of Partnership Units held by such Partner divided by the aggregate number of Partnership Units outstanding after giving effect to such increase or decrease. If the Partners’ Percentage Interests are adjusted pursuanttothisSection4.6,theProfitsandLossesforthetaxableyearinwhichtheadjustmentoccursshallbeallocatedbetweenthe part of the year ending on theday when the adjustmentoccurs and the part of the yearbeginning on thefollowing day either (i) as if the taxable year had ended on the date of the adjustmentor (ii) based on the number of days in each part. The General Partner, in its sole and absolutediscretion, shall determine which methodshall be used to allocate Profits and Losses for the taxable year in which

theadjustmentoccurs.TheallocationofProfitsandLossesfortheearlierpartoftheyearshallbebasedonthePercentageInterests before adjustment, and the allocation of Profits and Losses for the later part shall be based on the adjusted Percentage Interests.

4.7. NoInterestonContributions.NoPartnershallbeentitledtointerestonitsCapitalContribution.

4.8. Return of Capital Contributions. No Partner shall be entitled to withdraw any part of its Capital Contribution or its Capital Account or to receive any distribution from the Partnership, except as specifically provided in this Agreement. Except as otherwiseprovidedherein,thereshallbenoobligationtoreturntoanyPartnerorwithdrawnPartneranypartofsuchPartner’sCapital Contribution for so long as the Partnership continues in existence.

4.9. No Third-Party Beneficiary. Except as provided in Section 6.3(h) hereof, no creditor or other third party having dealings with the Partnership shall have the right to enforce the right or obligation of any Partner to make Capital Contributions or loansor topursueany otherrightorremedy hereunder or atlawor in equity,itbeing understood andagreed thattheprovisionsof this Agreement shall be solely for the benefit of, and may be enforced solely by, the parties hereto and their respective successors and assigns. None of the rights or obligations of the Partners herein set forth to make Capital Contributions or loans to the Partnershipshall be deemed an asset of the Partnership for any purpose by any creditor or other third party, nor may such rights or obligations be sold, transferred or assigned by the Partnership or pledged or encumbered by thePartnership to secure any debt or other obligation of the Partnership or of any of the Partners. In addition, it is the intent of the parties hereto that no distribution to any Limited Partner shallbedeemedareturnofmoneyor otherpropertyinviolationoftheAct.However,ifanycourtofcompetentjurisdictionholdsthat, notwithstanding the provisions of this Agreement, any Limited Partner is obligated to return such money or property, such obligation shall be the obligation of such Limited Partner and not of the General Partner. Without limiting the generality of the foregoing, a deficit Capital Account of a Partner shall not be deemed to be a liability of such Partner nor an asset or property of the Partnership.

ARTICLE5

PROFITSANDLOSSES;DISTRIBUTIONS

5.1. AllocationofProfitandLoss.

(a)General Partner Gross Income Allocation. There shall be specially allocated to the General Partner an amount of (i) first, items of Partnership income and (ii) second, items of Partnership gain during each fiscal year or other applicable period, before any other allocations are made hereunder, in an amount equal to the excess, if any, of the cumulative reimbursements madetotheGeneralPartnerunderSection6.5(b)madethroughtheendofsuchfiscalyearorperiod(otherthanreimbursementswhich would properlybetreatedas“guaranteedpayments”or whichareattributableto thereimbursement of expenseswhich would properly be either deductible by the Partnership or added to the tax basis of any Partnership asset) over the cumulative allocations ofPartnership income and gain to the General Partner under this Section 5.1(a) prior to the beginning of such fiscal year or period.

(b)General Allocations. The items of Profit and Loss of the Partnership for each fiscal year or other applicable period shall be allocated among the Partners in amanner that will, as nearly as possible (after giving effect to the allocations under Section 5.1(a), 5.1(c),5.1(f), 5.1(g) and 5.2(c)) cause the Capital Account balance of each Partner at the end of such fiscal year or other applicable period to equal (i) the amount of the hypothetical distribution that such Partner would receive if the Partnership were liquidated on the last day of such period and all assets of the Partnership, including cash, were sold for cash equal to their Carrying Values, taking into account any adjustments thereto for such period, all liabilities of the Partnership were satisfied in full in cash according to their terms (limited with respect to each nonrecourse liability to the Carrying Value of the assets securing such liability) and the remaining cash proceeds (after satisfaction of such liabilities) were distributed in full pursuant to Section 5.2, minus (ii) the sum of such Partner’s share of Partnership Minimum Gain and Partner Nonrecourse Debt Minimum Gain and the amount,ifanyandwithoutduplication,thatthePartner wouldbeobligatedtocontributetothecapitalofthePartnership,allcomputed as of the date of the hypothetical sale of assets. Notwithstanding the foregoing, the General Partner may make such allocations as it deems reasonably necessary to give economic effect to theprovisions of this Agreement, taking into account facts and circumstances as the General Partner deems reasonably necessary for this purpose.

(c)RegulatoryAllocations.NotwithstandinganyotherprovisionofthisAgreement:

(i)Minimum Gain Chargeback. If there is a net decrease in Partnership Minimum Gain or Partner NonrecourseDebtMinimumGain(determinedinaccordancewiththeprinciplesofRegulationsSections1.704-2(d), 1.704-2(b)(2) and 1.704-2(i)) during any Partnership taxable year, the Partners shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to their respectivesharesof suchnetdecreaseduringsuch year, determined pursuant toRegulationsSections1.704-2(g)and 1.704-2(i)(5). The items to be so allocated shall be determined in accordance with Regulations Section 1.704-2(f). This Section 5.1(c)(i) is intended to comply with the minimum gain chargeback requirements in such Regulations Sections and shall be interpreted consistently therewith; including that no chargeback shall be required to the extent of the exceptions provided in Regulations Sections 1.704-2(f) and 1.704-2(i)(4).

(ii)Qualified Income Offset. If any Partner unexpectedly receives any adjustments, allocations, or distributions described in U.S. Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Partnership income and gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate, as promptly as possible, any deficit Capital Account balance created by such adjustments, allocations or distributions that exceeds the sum of any amounts that the Partner is obligated to restore or is deemed to be obligated to restore pursuant to the penultimate sentences of Regulations Sections 1.704-2(g)(1) and 1.704- 2(i)(5); provided that an allocation pursuant to this Section 5.1(c)(ii) shall be made only to the extent that a Partner would have a deficit Capital Account balance in excess of such sum after all other allocations provided for in this Section 5.1 have been tentativelymadeasifthisSection5.1(c)(ii)werenotinthisAgreement.ThisSection5.1(c)(ii)isintendedtocomply with the“qualified incomeoffset” requirementsof RegulationsSections1.704-1(b)(2)(ii)(d)andshallbeinterpreted consistently therewith.

(iii)Gross Income Allocation. If one or morePartners has a deficit Capital Account at the end of any FiscalYearthatisinexcessofthesumof(i)theamounteachsuchPartnerisobligatedtorestore,if any,pursuantto anyprovisionofthisAgreement,and(ii)theamounteachsuchPartnerisdeemedto beobligatedtorestorepursuant to the penultimate sentences of Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5), each such Partner shall be specially allocated items of Partnership income and gain in the amount of such excess as quickly as possible (in proportion to the amount of such deficit); provided that an allocation pursuant to this Section 5.1(c)(iii) shall be made only if and to the extent that a Partner would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article 5 have been tentatively made as if Section 5.1(c)(ii) and this Section 5.1(c)(iii) were not in this Agreement.

(iv)Payee Allocation. If any payment to any person that is treated by thePartnership as thepayment of an expense is recharacterized by a taxing authority as a Partnership distribution to the payee as a partner, such payeeshallbespeciallyallocated,inthemannerdeterminedbytheGeneralPartner,anamountofPartnershipgross income and gain as quickly as possible equal to the amount of the distribution.

(v)NonrecourseDeductions.NonrecourseDeductionsshallbeallocatedproratabasedonthe number of Partnership Units held by each Partner.

(vi)PartnerNonrecourseDeductions.PartnerNonrecourseDeductionsforanytaxableperiodshall be allocated to the Partner who bears the economic risk of loss with respect to the liability to which such Partner Nonrecourse Deductions are attributable in accordance with Regulations Section 1.704-2(j).

(vii)Special Allocations.Any special allocations of income or gain pursuant to Section 5.1(c)(ii) or Section5.1(c)(iii)hereofshallbetakenintoaccountincomputingsubsequentallocationspursuanttoSection5.1(b) and this Section 5.1(c)(vii), so that the net amount of any items so allocated and all other items allocated to each Partner shall, to the extent possible, be equal to the net amount that would have been allocated to each Partner if such allocations pursuant to Section 5.1(c)(ii) or Section 5.1(c)(iii) had not occurred.

(viii)Excess Nonrecourse Liabilities. The Partnership shall allocate “nonrecourse liabilities” (within the meaning of Regulations Section 1.752-1(a)(2)) of the Partnership that are secured by multiple properties under any reasonable method chosen by the General Partner in accordance with Regulations Section 1.752-3(b). The Partnership shall allocate “excess nonrecourse liabilities” of the Partnership within the meaning of Regulations Section1.752-3(a)(3) firstto theSpecialLimitedPartneruptotheamountoftheSpecialLimitedPartner’sshareof built-in gains that is allocable to Code Section 704(c) property or property for which reverse Code Section 704(c) allocations are applicable, and second under any method chosen by the General Partner in its sole discretion that is permitted under Regulations Section 1.752-3(a)(3).

(d)Allocations Between Transferor and Transferee. If a Partner transfers any part or all of its Partnership Interest, the distributive shares of the various items of Profit and Loss allocable among the Partners during such fiscal year of the Partnership shall be allocated between the transferor and the transferee Partner either (i) asif the Partnership’s fiscal year had ended onthedateofthetransfer,or(ii)basedonthenumberofdaysof suchfiscalyearthateachwasaPartnerwithoutregardto theresults of Partnership activities in the respective portions of such fiscal year in which the transferor and the transferee were Partners. The General Partner, in its sole and absolute discretion, shall determine which method shall be used to allocate the distributive shares of the various items of Profit and Loss between the transferor and the transferee Partner.

(e)DefinitionofProfitandLoss.“Profit”and“Loss”andanyitemsofincome,gain,expense,orlossreferred to in this Agreement shall be determined in accordance with the accounting method used by the Partnership for U.S. federal income tax purposes with the following adjustments: (i) all items of income, gain, loss or deduction allocated pursuant to Sections 5.1(c)(i) through (iii) shall not be taken into account in computing such taxable income or loss; (ii) any income of the Partnership that isexempt from U.S. federal income taxation and not otherwise taken into account in computing Profit and Loss shall be added to such taxable incomeor loss; (iii) if the Carrying Value of any asset differs from its adjusted tax basis for U.S. federal income tax purposes,

any depreciation, amortization, gain or loss resulting from a disposition of such asset shall be calculated with reference to such CarryingValue;(iv)uponanadjustmenttotheCarryingValueofanyassetpursuanttothedefinitionofCarryingValue(otherthanan adjustment in respect of depreciation, amortization or cost recovery deductions), the amount of the adjustment shall be included as gainorlossincomputingsuchtaxableincomeorloss;(v)iftheCarryingValueofanyassetdiffersfromitsadjustedtaxbasisforU.S. federal income tax purposes, the amount of depreciation, amortization or cost recovery deductions with respect to such asset for purposes of Profit and Loss shall be an amount which bears the same ratio to such Carrying Value as the U.S. federal income tax depreciation, amortization or other cost recovery deductions bears to such adjusted tax basis (provided that if the U.S. federal income tax depreciation, amortization or other cost recovery deduction is zero, the Partners may use any reasonable method for purposes of determiningdepreciation, amortization orothercost recovery deductionsin calculatingProfitand Loss;and (vi)exceptforitemsin (i) above, any expenditures of the Partnership not deductible in computing taxable income or loss, not properly capitalizable and not otherwise taken into account in computing Profit and Loss pursuant to this definition shall be treated as deductible items.

(f)Tax Allocations. All items of income, gain, loss, deduction and creditof the Partnership shall be allocated among thePartnersfor federal, stateand localincometax purposesconsistentwith themannerin whichthecorresponding constituent items of Profit and Loss shall be allocated among the Partners pursuant to this Agreement as determined by the General Partner, except as may otherwise be provided herein or by the Code. Notwithstanding the foregoing, the General Partner may make such allocationsasitdeemsreasonablynecessarytogiveeconomiceffectto theprovisionsofthisAgreement,takingintoaccountfactsand circumstances as the General Partner deems reasonably necessary for this purpose.

(g)Curative Allocations. The allocations set forth in Section 5.1(c) of this Agreement (the “Regulatory Allocations”) are intended to comply with certain requirements of the Regulations. The General Partner is authorized to offset all RegulatoryAllocationseitherwithotherRegulatoryAllocationsorwith specialallocationsofotheritemsofPartnershipincome,gain, loss or deduction pursuant to this Section 5.1(g). Therefore, notwithstanding any other provision of this Section 5.1 (other than the Regulatory Allocations), the General Partner shall make such offsetting special allocations of Partnership income, gain, loss or deduction in whatevermanner it deems appropriate so that, after such offsetting allocationsare made, each Partner’s Capital Account is, to the extent possible, equal to the Capital Account balance such Partner would have had if the Regulatory Allocations were not part of this Agreement and all Partnership items were allocated pursuant to Sections 5.1(a) and (b).

5.2. DistributionofCash.

(a)The Partnership shall distribute cash on a monthly (or, at the election of the General Partner, more or less frequently) basis,in an amount determinedby theGeneralPartner in itssole and absolutediscretion, to the Partnerswhoare Partners

on the Partnership Record Date with respect to such month (or other distribution period) in accordance with Section 5.2(b). The Partnership shall be deemed to have distributed cash to the General Partner in an amount equal to the amount of distributions by the General Partner that are reinvested in REIT Shares issued by the General Partner pursuant to the General Partner’s distribution reinvestment plan, and the General Partner shall be deemed to have made Capital Contributions to the Partnership in the aggregate amountofsuchdistributionsinreturnforanequalnumberofPartnershipUnitshavingthesameClassdesignationastheissuedREIT Shares.

(b)Except for distributions pursuant to Section 5.6 in connection with the dissolution and liquidation of the Partnership and subject to theprovisions of Sections 5.2(c),5.2(d), 5.2(e),5.3 and 5.5,all distributions of cash (including any deemed distributions pursuant to Section 5.2(a)) shall be made to each Partner in amounts bearing the same ratio to the aggregate distribution as the Net Asset Value of the Partnership Units held by each Partner bears to the aggregate Net Asset Value of all Partnership Units issued and outstanding on the Partnership Record Date, except that the amount distributed per Partnership Unit of any Class maydiffer from the amount per Partnership Unit of another Class on account of differences in Class-specific expense allocations with respect to REIT Shares (including, without limitation, Distribution Fees, management fees paid pursuant to the Advisory Agreement asprovidedonSchedule1attachedtothisAgreement,andthePerformanceAllocation,theClassAPerformanceAllocation,theClass F Performance Allocation, the Class I-S Performance Allocation, the Class II Performance Allocation and the Class SII Performance Allocation) as described in the Valuation Guidelines or for other reasons as determined by the Board of Directors of the General Partner. Any such differences shall correspond to differences in the amount of distributions per REIT Share for REIT Shares of different Classes, with the same adjustments beingmade to the amount of distributionsper Partnership Unit for Partnership Units of a particular Class as are made to the distributions per REIT Share by the General Partner with respect to REIT Shares having the same Class designation.

(c)Notwithstandingtheforegoing,solongastheAdvisoryAgreementhasnotbeenterminated(includingby meansofnon-renewal),theSpecialLimitedPartnershallbeentitledtodistributions,promptlyfollowingtheendofeachyear(which shall accrue on a monthly basis) in an amount equal to:

(i)WithrespecttotheClassDUnits,ClassIUnitsandClassS Units(the“PerformanceAllocation”):

(1)First, if the Total Return for the applicable period exceeds the sum of (i) the Hurdle Amountforthatperiodand(ii)theLossCarryforwardAmount(anysuchexcess,“ExcessProfits”),100%ofsuch

Excess Profits until the total amount allocated to the Special Limited Partner equals 12.5% of the sum of (x) the HurdleAmountforthatperiodand(y)anyamountallocatedtotheSpecialLimitedPartnerpursuanttothisclause; and

(2)Second,totheextentthereareremainingExcessProfits,12.5%ofsuchremainingExcess

Profits.

AnyamountbywhichtheTotalReturnfallsbelowtheHurdleAmountand thatdoesnotconstituteLoss Carryforward Amount will not be carried forward to subsequent periods.

(ii)WithrespecttotheClassAUnitsandtheClassAAUnits(the“ClassAPerformance Allocation”):

(1)First, if the Class A Total Return for the applicable period exceeds the sum of (i) the ClassAHurdleAmountfor thatperiod and (ii) theClassA LossCarryforward Amount(any such excess, “ClassA ExcessProfits”),50%ofsuchClassAExcessProfitsuntilthetotalamountallocatedtotheSpecialLimitedPartner equals 10.0% of the sum of (x) the Class A Hurdle Amount for that period and (y) any amount allocated to the Special Limited Partner pursuant to this clause; and

(2)Second,totheextentthereareremainingClassAExcessProfits,10.0%ofsuch remaining Class A Excess Profits.

AnyamountbywhichtheClassATotalReturnfallsbelowtheClassAHurdleAmountandthatdoesnotconstitute Class A Loss Carryforward Amount will not be carried forward to subsequent periods.

(iii)WithrespecttotheClassFUnitsandtheClassFFUnits(the“Class FPerformanceAllocation”):

(1)First, if the Class F Total Return for the applicable period exceeds the sum of (i) the Class F Hurdle Amount for that period and (ii) the Class F Loss Carryforward Amount(any such excess, “Class F ExcessProfits”),50%ofsuchClassFExcessProfitsuntilthetotalamountallocatedtotheSpecialLimitedPartner

equals 6.25% of the sum of (x) the Class F Hurdle Amount for that period and (y) any amount allocated to the Special Limited Partner pursuant to this clause; and

(2)Second,totheextentthereareremainingClassFExcessProfits,6.25%ofsuch remaining Class F Excess Profits.

AnyamountbywhichClassFTotalReturnfallsbelowtheClassFHurdleAmountandthatdoesnotconstitute Class F Loss Carryforward Amount will not be carried forward to subsequent periods.

(iv)WithrespecttotheClassI-SUnits(the“ClassI-SPerformanceAllocation”):

(1)First, if the Class I-S Total Return for the applicable period exceeds the sum of (i) the ClassI-SHurdle Amountforthatperiodand(ii) the ClassI-S LossCarryforward Amount(any such excess,“Class I-S Excess Profits”), 50% of such Class I-S Excess Profits until the total amount allocated to the Special Limited Partnerequals10.0%ofthesumof(x)theClassI-SHurdleAmountforthatperiodand(y)anyamountallocatedto the Special Limited Partner pursuant to this clause; and

(2)Second,totheextentthereareremainingClassI-SExcessProfits,10.0%ofsuch remaining Class I-S Excess Profits.

AnyamountbywhichtheClassI-STotalReturnfallsbelowtheClassI-SHurdleAmountandthatdoesnot constitute Class I-S Loss Carryforward Amount will not be carried forward to subsequent periods.

(v)WithrespecttotheClassIIUnits(the“ClassIIPerformanceAllocation”):

(1)First, if the Class II Total Return for the applicable period exceeds the sum of (i) the ClassIIHurdleAmountfor that period and (ii) theClassII LossCarryforward Amount(any such excess, “ClassII ExcessProfits”),50%ofsuchClassIIExcessProfitsuntilthetotalamountallocatedtotheSpecialLimitedPartner equals 10.0% of the sum of (x) the Class II Hurdle Amount for that period and (y) any amount allocated to the Special Limited Partner pursuant to this clause; and

(2)Second,totheextentthereareremainingClassIIExcessProfits,10.0%ofsuch remaining Class II Excess Profits.

AnyamountbywhichtheClassIITotalReturnfallsbelowtheClassIIHurdleAmountandthatdoesnotconstitute Class II Loss Carryforward Amount will not be carried forward to subsequent periods.

(vi)WithrespecttotheClassSIIUnits(the“ClassSIIPerformanceAllocation”):

(1)First, if the Class SII Total Return for the applicable period exceeds the sum of (i) the ClassSIIHurdleAmountforthatperiodand(ii) theClassSIILossCarryforwardAmount(anysuchexcess,“Class SII Excess Profits”), 50% of such Class SII Excess Profits until the total amount allocated to the Special Limited Partner equals8.0%of thesum of(x) the ClassSII HurdleAmountfor thatperiod and(y) any amountallocated to the Special Limited Partner pursuant to this clause; and

(2)Second,totheextentthereareremainingClassSIIExcessProfits,8.0%ofsuch remaining Class SII Excess Profits.

AnyamountbywhichtheClassSIITotalReturnfallsbelowtheClassSIIHurdleAmountandthatdoesnot constitute Class SII Loss Carryforward Amount will not be carried forward to subsequent periods.

With respect to all Partnership Units that are repurchased at the end of any month in connection with repurchases of REIT Shares pursuant to the General Partner’s share repurchase plan, the Special Limited Partner shall be entitled to such Performance Allocation,ClassAPerformanceAllocation,ClassFPerformanceAllocation,ClassI-SPerformanceAllocation,ClassIIPerformance Allocation or Class SII Performance Allocation, as applicable, in an amount calculated as described above calculated inrespect of the portion of the year for which such Partnership Units were outstanding, and proceeds for any such Partnership Unit repurchase will be reduced by the amount of any such Performance Allocation, Class A Performance Allocation, Class F Performance Allocation, Class

I-SPerformanceAllocation,ClassIIPerformanceAllocationorClassSIIPerformanceAllocation,asapplicable.

Distributions on the Performance Allocation, Class A Performance Allocation, Class F Performance Allocation, Class I-S Performance Allocation, Class II Performance Allocation or Class SII Performance Allocation, as applicable,may bepayable in cash

or Class E Units at the election of the Special Limited Partner. If the Special Limited Partner elects to receive such distributions in PartnershipUnits,theSpecialLimitedPartnerwillreceivethenumberofPartnershipUnitsthatresultsfromdividingthePerformance Allocation, Class A Performance Allocation, Class F Performance Allocation , Class I-S Performance Allocation, Class II Performance Allocation and/or Class SII Performance Allocation, as applicable,by the Net Asset Value per Unit of the applicable Class of Partnership Units at the time of such distribution. If the Special Limited Partner elects to receive such distributions in PartnershipUnits,theSpecialLimitedPartnermayrequestthePartnershiptoredeemsuchPartnershipUnitsfrom theSpecialLimited Partner at any time thereafter pursuant to Section 8.5.

The measurementof the change in Net Asset Value Per Unit for the purpose of calculating the Total Return, Class A Total Return,ClassFTotalReturn,ClassI-STotalReturn,ClassIITotalReturn and ClassSII TotalReturn issubjectto adjustmentby the Board of Directors of the General Partner to account for any dividend, split, recapitalization or any other similar change in the Partnership’scapitalstructureoranydistributionsthattheBoardofDirectorsoftheGeneralPartnerdeemstobeareturnofcapitalif such changes are not already reflected in the Partnership’s net assets.

TheSpecialLimitedPartnerwillnotbeobligatedtoreturnanyportionofthePerformanceAllocation,ClassAPerformance Allocation, Class F Performance Allocation, Class I-S Performance Allocation, Class II Performance Allocation or Class SII Performance Allocation paid due to the subsequent performance of the Partnership.

IntheeventtheAdvisoryAgreementisterminated(includingbymeansofnon-renewal),theSpecialLimitedPartnerwillbe allocated any accrued Performance Allocation, Class A Performance Allocation, Class F Performance Allocation, Class I-S Performance Allocation, Class II Performance Allocation and Class SII Performance Allocation with respect to all Partnership Units as of the date of such termination.

(d)TotheextentthePartnershipisrequiredbylawtowithholdortomaketaxpayments(includinginterestand penalties thereon) on behalf of or with respect to any Partner (“Tax Advances”), the General Partner may withhold such amounts and make such tax payments as so required. All Tax Advances made on behalf of a Partner shall, at the option of the General Partner, (i)be promptly paid to the Partnership by the Partner on whose behalf such Tax Advances were made or (ii) be repaid by reducing the amount of the current or next succeeding distribution or distributions which would otherwise have been made to such Partner or, if such distributions are not sufficient for that purpose, by so reducing the proceeds of liquidation otherwise payable to such Partner. Whenever the General Partner selects the option set forth in clause (ii) of the immediately preceding sentence for repayment of a Tax Advance by a Partner, for all other purposes of this Agreement such Partner shall be treated as having received all distributions unreduced by the amount of such Tax Advance. Each Partner hereby agrees to indemnify and hold harmless the Partnership and the General Partner and any member or officer of the General Partner from and against any liability with respect to Tax Advancesrequired on behalf of or with respect to such Partner. Each Partner shall furnish the General Partner with such information, forms and certifications as it may require and as are necessary to comply with the regulations governing the obligations of withholding tax agents, as well as such information, forms and certifications as are necessary with respect to any withholding taxes imposed by countries other than the United States and represents and warrants that the information and forms furnished by it shall be true and accurateinallrespects.Theamountofany taxespaidbyorwithheldfrom receiptsofthePartnership(oranyinvestmentinwhichthe Partnership invests that is treated as a flow-through entity for U.S. federal income tax purposes) allocable to a Partner from an investment shall be deemed to have been distributed to each Partner to the extent that the payment or withholding of such taxes reduced distribution proceeds otherwise distributable to such Partner as provided herein.

(e)In noevent maya Partnerreceivea distributionof cash withrespectto a Partnership Unitifsuch Partner is entitledtoreceiveacashdistributionastheholderofrecordofaREITShareforwhichallorpartofsuchPartnershipUnithasbeenor will be exchanged.

5.3. REIT Distribution Requirements. The General Partner shall use its commercially reasonable efforts to cause the PartnershiptodistributeamountssufficienttoenabletheGeneralPartnertomakestockholderdistributionsthatwillallowtheGeneral Partner to (i) meet its distribution requirement for qualification as a REIT as set forth in Section 857 of the Code and (ii) avoid any federal income or excise tax liability imposed by the Code.5

5.4. NoRighttoDistributionsinKind.NoPartnershallbeentitledtodemandpropertyotherthancashinconnection with any distributions by the Partnership.

5.5. Limitations on Return of Capital Contributions. Notwithstanding any of the provisions of this Article 5, no PartnershallhavetherighttoreceiveandtheGeneralPartnershallnothavetherighttomake,adistributionthatincludesareturnof all or part of a Partner’s Capital Contributions, unless after giving effect to the return of a Capital Contribution, the sum of all Partnership liabilities,other than theliabilitiesto aPartner for thereturnof hisCapitalContribution,doesnotexceedthefairmarket value of the Partnership’s assets.

5.6. Distributions Upon Liquidation. Immediately before liquidation of the Partnership, Class A Units and Class AA Units will automatically convert to Class I Units at the Class A Conversion Rate, Class E Units will automatically convert to Class I Units at the Class E Conversion Rate, Class F Units and Class FF Units will automatically convert to Class I Units at the Class F Conversion Rate, Class S Units will automatically convert to Class I Units at the Class S Conversion Rate, Class D Units will automatically convert to Class I Units at the Class D Conversion Rate, Class I-S Units will automatically convert to Class I Units at theClassI-S Conversion Rate,ClassII Unitswillautomatically convert to ClassI Unitsat theClassII Conversion Rate and ClassSII Units will automatically convert to Class I Units at the Class SII Conversion Rate. Upon liquidation of the Partnership, after payment of,oradequateprovisionfor,debts,obligationsandestablishmentofreservesofthePartnership,includinganyPartnerloans,andafter payment of any accrued Performance Allocation, Class A Performance Allocation, Class F Performance Allocation, Class I-S Performance Allocation, Class II Performance Allocation or Class SII Performance Allocation to the Special Limited Partner and any preferred return owed to any other Partnership Units, any remaining assets of the Partnership shall be distributed to each holder of ClassI Units, ratably with each otherholder of ClassIUnits,which willinclude allconverted ClassA Units,ClassAA Units,ClassE Units, Class F Units, Class FF Units, Class S Units, Class D Units, Class I-S Units, Class II Units and Class SII Units, in such proportion as the number of outstanding Class I Units held by such holder bears to the total number of outstanding Class I Units then outstanding.

Notwithstanding any other provision of this Agreement, the amount by which the value, as determined in good faith by the GeneralPartner,ofanypropertyotherthancashtobedistributedinkindtothePartnersexceedsorislessthantheCarryingValueof such property shall, to the extent not otherwise recognized by the Partnership, be taken into account in computing Profitand Loss of the Partnership for purposes of crediting or charging the Capital Accounts of, and distributing proceeds to, the Partners, pursuant to this Agreement.

TotheextentdeemedadvisablebytheGeneralPartner,appropriatearrangements(includingtheuseofaliquidatingtrust) may be made to assure that adequate funds are available to pay any contingent debts or obligations.

5.7. Substantial Economic Effect. It is the intent of the Partners that the allocations of Profit and Loss under this Agreement have substantial economic effect (or be consistent with the Partners’ interests in the Partnership in the case of the allocation of losses attributable to nonrecourse debt) within the meaning of Section 704(b) of the Code as interpreted by the Regulationspromulgatedpursuantthereto.Article5andotherrelevantprovisionsof thisAgreementshallbeinterpretedinamanner consistent with such intent.

5.8 Reinvestment. Subject to legal, tax, regulatory or other similar considerations, each Limited Partner holding PartnershipUnitsagreestoparticipateinthereinvestmentprogramofdistributionstotheholdersofPartnershipUnits(the“DRIP” and any participating Limited Partner, a “DRIP Participant”) unless otherwise agreed with the General Partner in writing. The following provisions shall apply to the DRIP and any Limited Partner’s participation therein:

(a)Subject to Section 5.8(b)(v), the General Partner shall, on behalf of each DRIP Participant, reinvest all distributionstobemadetosuchDRIPParticipantwithrespecttoitsPartnershipUnitsinexchangeforsuchDRIPParticipantbeing issued additional Partnership Units of the same Class of Partnership Units held by such DRIP Participant. Partnership Units issued

pursuanttotheDRIPshallbepurchasedattheapplicableNetAssetValueperUnitonthedatethatthedistributionispayable (calculated as of the most recent month end).

(b)InconnectionwiththisSection5.8,eachLimitedPartneragreesandacknowledgesasfollows:

(i)ThePartnershiphasdesignatedtheGeneralPartnertoadministertheDRIPandactasagentforthe DRIP Participants. The General Partner shall credit distributions to DRIP Participants on the basis of whole or fractionalPartnershipUnits,andshallreinvestsuchdistributionsinadditionalPartnershipUnitsofthesameClassof Partnership Units held by such DRIP Participant.

(ii)ADRIPParticipantshallremainintheDRIPuntilsuchDRIPParticipantwithdrawsfromthe DRIP in accordance with Section 5.8(b)(v) or the General Partner terminates or suspends the DRIP.

(iii)ADRIPParticipantshallbedeemedtohavemadeaCapitalContribution,andPartnershipUnits shall be purchased, on the date that the distribution is payable (at the then-current Net Asset Value per Unit, calculated as of the most recent month end). No interest shall be paid on cash distributions pending reinvestment under the terms of the DRIP.

(iv)No DRIPParticipant shall have any authorization orpower to direct the timeor price at which Partnership Units shall be purchased. The total amount to be invested shall depend on the amount of any distributionspaidonthenumberofPartnershipUnitsownedbytheDRIPParticipant,aswellasanywithholding taxes paid on behalf of such DRIP Participant.

(v)DRIPParticipantsmayelecttowithdrawfromtheDRIPwithrespecttothePartnershipUnitsheld in their account in the DRIP by providing 10 days’ prior written notice of such election to withdraw in a form acceptable to the General Partner and such election to withdraw shall be effective until rescinded by providing written notice of an election to reinstate participation in the DRIP in a form acceptable to the General Partner.Such written notice of such election to withdraw or be reinstated, as the case may be, must be received by the General Partner prior to the last day of the month in order for a Participant’s termination to be effective for such month (i.e., a timely termination notice will be effective as of the last day of a month in which it is timely received and will not affect participation in the DRIP for any prior month). Any transfer of Partnership Units by a DRIP Participant to a non-DRIP Participant will terminate participation in the DRIP with respect to the transferred Partnership Units. If a Participant requests that the Partnership repurchase all or any portion of the DRIP Participant’s Partnership Units, the DRIP Participant’s participation in the DRIP with respect to the DRIP Participant’s Partnership Units for which repurchase was requested but that were not repurchased will be terminated. If a DRIP Participant terminates DRIP participation, the Partnership may, at its option, ensure that the terminating DRIP Participant’s account will reflect the whole number of Partnership Units in such DRIP Participant’s account and provide a check or other instrument of payment for the cash value of any fractional share in such account. Upon termination of DRIP participation for any reason, future distributions will be distributed in cash.

(c)ThisSection5.8shallnotapplytoanydistributionstotheGeneralPartnermadepursuanttoSection5.2(a).

ARTICLE6

RIGHTS,OBLIGATIONSANDPOWERSOFTHEGENERALPARTNER

6.1. ManagementofthePartnership.

(a)Except as otherwise expressly provided in this Agreement, the General Partner shall have full, complete and exclusive discretion to manage and control the business of the Partnership for the purposes herein stated, and shall make all decisionsaffectingthebusinessandassetsofthePartnership.SubjecttotherestrictionsspecificallycontainedinthisAgreementand without limiting any powers of the Adviser pursuant to the Advisory Agreement, the powers of the General Partner shall include, without limitation, the authority to take the following actions on behalf of the Partnership:

(i)toacquire,purchase,own,operate,leaseanddisposeofanyProperty;

(ii)toconstructbuildingsandmakeotherimprovementsonthepropertiesownedorleasedbythe Partnership;

(iii)to authorize, issue, sell, redeem or otherwise purchase any Partnership Interests or any securities (includingsecuredandunsecureddebtobligationsofthePartnership,debtobligationsofthePartnershipconvertible

into any class or series of Partnership Interests, or options, rights, warrants or appreciation rights relating to any Partnership Interests) of the Partnership;

(iv)to borrow or lend money for the Partnership, issue or receive evidences of indebtedness in connection therewith, refinance, increase the amount of, modify, amend or change the terms of, or extend the time for thepaymentof,anysuchindebtedness,andsecuresuchindebtednessbymortgage,deedoftrust,pledgeorother lien on the Partnership’s assets;

(v)to pay, either directly or by reimbursement, for all operating costs and general administrative expensesofthePartnershiptothirdpartiesortotheGeneralPartneroritsAffiliatesassetforthinthisAgreement;

(vi)to guarantee or become a co-maker of indebtedness of the General Partner or any Subsidiary thereof,refinance,increasetheamountof,modify,amendorchangethetermsof,orextendthetimefor thepayment of, any such guarantee or indebtedness, and secure such guarantee or indebtedness by mortgage, deed of trust, pledge or other lien on the Partnership’s assets;

(vii)to use assets of the Partnership (including, without limitation, cash on hand) for any purpose consistentwiththisAgreement,including,withoutlimitation,payment,eitherdirectlyorbyreimbursement,ofall operating costs and general administrative expenses of the General Partner, the Partnership or any Subsidiary of either, to third parties or to the General Partner as set forth in this Agreement;

(viii)to lease all or any portion of any of the Partnership’s assets, whether or not any portion of the Partnership’sassetssoleased aretobeoccupiedbythelessee,or,inturn,subleasedinwholeorinparttoothers,for such consideration and on such terms as the General Partner may determine;

(ix)to prosecute, defend, arbitrate, or compromise any and all claims or liabilities in favor of or againstthePartnership,on suchtermsand in such manner astheGeneralPartnermay reasonablydetermine,and similarlytoprosecute,settleordefendlitigationwithrespecttothePartners,thePartnership,orthePartnership’s assets;

(x)tofileapplications,communicate,andotherwisedealwithanyandallgovernmentalagencies having jurisdiction over,orinany way affecting, the Partnership’sassetsorany otheraspectof thePartnership business;

(xi)tomakeorrevokeanyelectionpermittedorrequiredofthePartnershipbyanytaxingauthority;

(xii)to maintain such insurance coverage for public liability, fire and casualty, and any and all other insurance for the protection ofthe Partnership,for the conservation of Partnership assets, or for any other purpose convenientorbeneficialtothePartnership,insuchamountsandsuchtypes,astheGeneralPartnershalldetermine from time to time;

(xiii)todeterminewhetherornottoapplyanyinsuranceproceedsforanypropertytotherestorationof such property or to distribute the same;

(xiv)to establish one or more divisions of the Partnership, to hire and dismiss employees of the Partnership or any division of the Partnership, and to retain legal counsel, accountants, consultants, real estate brokers, and such other persons, as the General Partner may deem necessary or appropriate in connection with the PartnershipbusinessandtopaythereforsuchremunerationastheGeneralPartnermaydeemreasonableandproper;

(xv)toretainotherservicesofanykindornatureinconnectionwiththePartnershipbusiness,andto pay therefor such remuneration as the General Partner may deem reasonable and proper;

(xvi)tonegotiateandconcludeagreementsonbehalfofthePartnershipwithrespecttoanyoftherights, powers and authority conferred upon the General Partner;

(xvii)tomaintainaccurateaccountingrecordsandtofileallfederal,stateandlocalincometaxreturns on behalf of the Partnership;

(xviii)todistributePartnershipcashorotherPartnershipassetsinaccordancewiththisAgreement;

(xix)to form or acquire an interest in, and contribute property to, any further limited or general partnerships, joint ventures or other relationships that the General Partner deems desirable (including, without

limitation,theacquisitionofinterestsin,andthecontributionsofpropertyto,itsSubsidiariesandanyotherPerson in which it has an equity interest from time to time);

(xx)toestablishPartnershipreservesforworkingcapital,capitalexpenditures,contingentliabilities,or any other valid Partnership purpose;

(xxi)tomerge,consolidateorcombinethePartnershipwithorintoanotherPerson;

(xxii)todoanyandallactsandthingsnecessaryorprudenttoensurethatthePartnershipwillnotbe classified as a “publicly traded partnership” for purposes of Section 7704 of the Code; and

(xxiii)to take such other action, execute, acknowledge, swear to or deliver such other documents and instruments, and perform any and all other acts that the General Partner deems necessary or appropriate for the formation,continuationandconductofthebusinessandaffairsofthePartnership(including,withoutlimitation,all actions consistent with allowing the General Partner at all times to qualify as a REIT unless the General Partner voluntarily terminates its REIT status) and to possess and enjoy all of the rights and powers of a general partner as provided by the Act.

(b)Exceptasotherwiseprovidedherein,totheextentthedutiesoftheGeneralPartnerrequireexpendituresof funds to be paid to third parties, the General Partner shall not have any obligations hereunder except to the extent that Partnership funds are reasonably available to it for the performance of such duties, and nothing herein contained shall be deemed to authorize or require the General Partner, in its capacity as such, to expend its individual funds for payment to third parties or to undertake any individual liability or obligation on behalf of the Partnership.

6.2. Delegation of Authority. The General Partner may delegate any or all of its powers, rights and obligations hereundertoanyPerson,andmayappoint,employ,contractorotherwisedealwithanyPersonforthetransactionofthebusinessof the Partnership, which Person (which may include theAdviser) may,under supervision ofthe General Partner,perform any acts or services for the Partnership as the General Partner may approve.

6.3. IndemnificationandExculpationofIndemnitees.

(a)To the fullest extent permitted by law and to the extent indemnification of the Indemnitee by the General Partner is not prohibitedunderthe Articles of Incorporation, the Partnership shall indemnify andhereby agrees to indemnify and hold harmlessanIndemniteefromandagainstanyandalllosses,claims,damages,liabilities,jointorseveral,costsandexpenses(including reasonable legal fees and expenses), judgments, fines, settlements, penalties and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, of any nature whatsoever, known or unknown, liquidated or unliquidated, that are incurred by any Indemnitee and that relate to the operations of the Partnership as set forth in this Agreement in which any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, unless it is established that: (i) the act or omission ofthe Indemnitee was material to the matter givingrise to theproceeding and was committed in bad faith, was the result of active and deliberate dishonesty or constituted willful misconduct or gross negligence; (ii) the Indemnitee actually received an improper personal benefit in money, property or services; or (iii) in the case of any criminal proceeding, the Indemnitee had reasonable cause to believe that the act or omission was unlawful. The termination of any proceeding by settlement, judgment, order or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that an Indemnitee did not act ingood faith and in a manner that the Indemnitee believed to be in or not opposed to the best interests of the Partnership or that the Indemnitee’s conduct constituted fraud, willful misconduct, gross negligence, a material breach of this Agreement, a breach of its fiduciarydutyor, withrespectto any criminalactionor proceeding,anIndemniteehad noreasonable cause tobelievehisconductwas unlawful. Any indemnification pursuant to this Section 6.3 shall be made only out of the assets of the Partnership.

(b)To the extent advancement of expenses of an Indemnitee by the General Partner is not prohibited under the Articles of Incorporation, the Partnership shall reimburse an Indemnitee for reasonable expenses incurred by an Indemnitee who is a party to a proceeding in advance of the final disposition of the proceeding upon receipt by the Partnership of (i) a written affirmation by the Indemnitee of the Indemnitee’s good faith belief that the standard of conduct necessary for indemnification by the Partnership asauthorizedinthisSection6.3hasbeenmet,and(ii) awrittenundertakingbyoronbehalfoftheIndemniteetorepaytheamountifit shall ultimately be determined that the standard of conduct has not been met.

(c)The indemnification providedby thisSection 6.3 shall be inadditionto anyotherrightstowhich an IndemniteeoranyotherPersonmaybeentitledunderanyagreement,pursuanttoanyvoteofthePartners,asamatteroflawor otherwise, and shall continue as to an Indemnitee who has ceased to serve in such capacity.

(d)ThePartnershipmaypurchaseandmaintaininsurance,onbehalfoftheIndemniteesandsuchotherPersons as the General Partner shall determine, against any liability that may be asserted against or expenses that may be incurred by such Person in connection with thePartnership’s activities, regardless of whether the Partnership or the General Partner would have the

power to indemnify such Person against such liability under the provisions of this Agreement or the Articles of Incorporation, as applicable.

(e)For purposes of this Section 6.3, the Partnership shall be deemed to have requested an Indemnitee to serve as fiduciary of an employee benefit plan whenever the performance by it of its duties to the Partnership also imposes duties on, or otherwise involves services by, it to the plan or participants or beneficiaries of the plan; excise taxes assessed on an Indemnitee with respecttoanemployeebenefitplanpursuanttoapplicablelawshallconstitutefineswithinthemeaningofthisSection6.3;andactions takenoromittedbytheIndemniteewithrespecttoanemployeebenefitplanin theperformanceofitsdutiesforapurposereasonably believed by it to be in the interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose which is not opposed to the best interests of the Partnership.

(f)InnoeventmayanIndemniteesubjecttheLimitedPartnerstopersonalliabilitybyreasonofthe indemnification provisions set forth in this Agreement.

(g)AnIndemniteeshallnotbedeniedindemnificationinwholeorinpartunderthisSection6.3becausethe Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement and the Articles of Incorporation.

(h)TheprovisionsofthisSection6.3areforthebenefitoftheIndemnitees,theirheirs,successors,assignsand administrators and shall not be deemed to create any rights for the benefit of any other Persons.

(i)Noamendment,modificationor repealofthisSection6.3oranyprovisionofthisAgreementshalllimitor eliminate the right of indemnification provided hereunder with respect to acts or omissions occurring prior to such amendment or repeal.

6.4. LiabilityandObligationsoftheGeneralPartner.

(a)NotwithstandinganythingtothecontrarysetforthinthisAgreement,theGeneralPartnershallnotbeliable for monetary damages to the Partnership or any Partners for losses sustained or liabilities incurred as a result of errors in judgment or ofanyactoromissionnotamountingtowillfulmisconductorgrossnegligence.TheGeneralPartnershallnotbeinbreachofanyduty that the General Partner may owe to the Limited Partners or the Partnership or anyother Persons under this Agreementorof any duty stated or implied by law or equity provided the General Partner, acting in good faith, abides by the terms of this Agreement.

(b)TheLimitedPartnersexpresslyacknowledgethattheGeneralPartnerisactingonbehalfof thePartnership, itself and its stockholders collectively, and that neither the General Partner nor its Board of Directors is under any obligation to consider the separate interests of the Limited Partners (including, without limitation, the tax consequences to Limited Partners or the tax consequencesof some,butnotall, oftheLimited Partners) in decidingwhether tocausethePartnership to take(or declineto take) any actions. In the event of a conflict between the interests of its stockholders on one handand the Limited Partners on the other, the General Partner shall endeavor in good faith to resolve the conflict in a manner not adverse to either its stockholders or the Limited Partners;provided,however,thatforsolongastheGeneralPartnerdirectlyorindirectlyownsacontrollinginterestin thePartnership, anysuchconflictthattheGeneralPartner,initssoleandabsolutediscretion,determinescannotberesolvedinamannernotadverseto either its stockholders or the Limited Partner shall be resolved in favor of the stockholders. The General Partner shall notbe liable for monetary damages for losses sustained, liabilities incurred, or benefits not derived by Limited Partners in connection with such decisions, provided that the General Partner has acted in good faith.

(c)SubjecttoitsobligationsanddutiesasGeneralPartnersetforthinSection6.1hereof,theGeneralPartner may exercise any of the powers granted to it under this Agreement and perform any of the duties imposed upon it hereunder either directlyorbyorthroughitsagents.TheGeneralPartnershallnotberesponsiblefor anymisconductornegligenceonthepartof any such agent appointed by it in good faith.

(d)Notwithstanding any other provisions of this Agreement or the Act, any action of the General Partner on behalf of the Partnership or any decision of the General Partner to refrain from acting on behalf of the Partnership, undertaken in the good faith belief that such action or omission is necessary or advisable in order (i) to protect the ability of the General Partner to continue to qualify as a REIT, (ii) to prevent the General Partner from incurring any taxes under Section 857, Section 4981, or any otherprovisionoftheCode,or(iii)toensurethatthePartnershipwillnotbeclassifiedasa“publiclytradedpartnership”undersection 7704 of the Code, is expressly authorized under this Agreement and is deemed approved by all of the Limited Partners.

(e)Any amendment, modification or repeal of this Section 6.4 or any provision hereof shall be prospective onlyandshallnotinanywayaffectthelimitationsontheGeneralPartner’sliabilitytothePartnershipandtheLimitedPartnersunder this Section 6.4 as in effect immediately prior to such amendment, modification or repealwith respect to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when claims relating to such matters may arise or be asserted.

6.5. ReimbursementofGeneralPartner.

(a)Except as provided in this Section 6.5 and elsewhere in this Agreement (includingthe provisions of Articles5and6regardingdistributions,payments,andallocationstowhichitmaybeentitled),theGeneralPartnershallnotbe compensated for its services as general partner of the Partnership.

(b)The GeneralPartnershallbereimbursedonamonthlybasis,orsuchotherbasisastheGeneralPartnermay determine in its sole and absolute discretion, for all Administrative Expenses incurred by the General Partner.

6.6. OutsideActivities.

(a)Subjectto Section 6.8 hereof,theArticlesofIncorporation and anyagreementsentered into by theGeneral Partner or its Affiliates with the Partnership or any of its Subsidiaries, any officer, director, employee, agent, trustee, Affiliate or stockholder of the General Partner shall be entitled to and may have, directly or indirectly, business interests and engage in business activities in addition to those relating to the Partnership, including business interests and activitiessubstantially similar or identical to those of the Partnership. Neither the Partnership nor any of the Limited Partners shall have any rights by virtue of this Agreement in anysuchbusinessventures,interestsoractivities.NoneoftheLimitedPartnersnoranyotherPersonshallhaveanyrightsbyvirtueof thisAgreementorthepartnershiprelationshipestablishedherebyinanysuchbusinessventures,interestsoractivities,andtheGeneral PartnershallhavenoobligationpursuanttothisAgreementtocommunicateoroffer anyopportunitiesorinterestinanysuchbusiness ventures, interests and activities to the Partnership or any Limited Partner, even if such opportunity is of a character which, if presented to the Partnership or any Limited Partner, could be taken by such Person, even if it may raise a conflictof interest with the Limited Partners or the Partnership. The General Partner will not be liable for breach of any fiduciary or other duty by reason of the fact that such party pursues or acquires for, or directs such opportunity or interest to another Person ordoes not communicate or offer such opportunity or interest to the Partnership.

(b)No Limited Partner shall, by reason of being a Limited Partner in the Partnership, have any right to participateinanymannerinanyprofitsorincomeearnedorderivedbyoraccruingtotheGeneralPartneranditsrespectiveAffiliates, ortherespectivemembers,partners, officers,directors,employees, stockholders,agentsorrepresentativesthereoffrom theconductof any business other than the business of the Partnership or from any transaction in instruments effected by the General Partner and its Affiliatesortherespectivemembers,partners,stockholders,officers,directors,employeesoragentsthereofforanyaccountotherthan that of the Partnership.

6.7. TransactionsWithAffiliates.

(a)AnyAffiliateoftheGeneralPartnerortheAdvisermaybeemployedorretainedbythePartnershipand mayotherwisedealwiththePartnership(whetherasabuyer,lessor,lessee,manager,furnisherofgoodsorservices,broker,agent, lender or otherwise) and may receive from the Partnership any compensation, price, or other payment therefor which the General Partner determines to be fair and reasonable and in compliance with the Articles of Incorporation.

(b)The Partnership may lend or contribute to its Subsidiaries or other Persons in which it has an equity investment, and such Persons may borrow funds from the Partnership, on terms and conditions established in the sole and absolute discretionoftheGeneralPartnertotheextentpermittedbytheArticlesofIncorporation.Theforegoingauthorityshallnotcreateany right or benefit in favor of any Subsidiary or any other Person.

(c)The Partnership may transfer assets to joint ventures, other partnerships, corporations or other business entitiesin which itisorthereby becomesaparticipant, and in which any ofitsAffiliatesmay or may not be aparticipant,uponsuch termsandsubjecttosuchconditionsastheGeneralPartnerdeemsareconsistentwiththisAgreement,applicablelaw,theArticlesof Incorporation and the REIT status of the General Partner.

(d)ExceptasexpresslypermittedbythisAgreement,neithertheGeneralPartnernoranyofitsAffiliatesshall sell, transfer or convey any property to, or purchase any property from, the Partnership, directly or indirectly, except pursuant to transactions that are, in the General Partner’s sole discretion, on terms that are fair and reasonable to the Partnership and in compliance with the Articles of Incorporation.

6.8. Title to Partnership Assets. Title to Partnership assets, whether real, personal or mixed and whether tangible or intangible, shall be deemed to be owned by the Partnership as an entity, and no Partner, individually or collectively, shall have any ownership interest in such Partnership assets or any portion thereof. Title to any or all of the Partnership assets may be held in the name of the Partnership, the General Partner or one or more nominees, as the General Partner may determine, including Affiliates of the General Partner. The General Partner hereby declares and warrants that any Partnership assets for which legal title is held in the

name of the General Partner or any nominee or Affiliate of the General Partner shall be held by the General Partner for the use and benefit of the Partnership in accordance with the provisionsof this Agreement; provided, however, that the General Partner shall use its best efforts to cause beneficial and record title to such assets to be vested in the Partnership as soon as reasonably practicable. All PartnershipassetsshallberecordedasthepropertyofthePartnershipinitsbooksandrecords,irrespectiveofthename inwhichlegal title to such Partnership assets is held.

6.9. RepurchasesandExchangesofREITShares.

(a)Repurchases. If the General Partner repurchases any REIT Shares (other than REIT Shares repurchased withproceedsreceivedfromtheissuanceofotherREITShares),thentheGeneralPartnershallcausethePartnershiptopurchasefrom the General Partner a number of Partnership Units having the same Class designation as the redeemed REIT Shares for that Class of PartnershipUnitsonthesametermsthattheGeneralPartnerrepurchasedsuchREITShares(includinganyapplicablediscountto Net Asset Value).

(b)Exchanges. If the General Partner exchanges any REIT Shares of any Class (“Exchanged REIT Shares”) for, or converts any REIT Shares of any Class to, REIT Shares of a different Class (“Received REIT Shares”), then the General Partnershall,andshallcausethePartnershipto,exchangeorconvertanumberofPartnershipUnitshavingthesameClassdesignation as the Exchanged REIT Shares, for Partnership Units having the same Class designation as the Received REIT Shares on the same terms that the General Partner exchanged or converted the Exchanged REIT Shares.

6.10. NoDuplicationofFeesorExpenses.ThePartnershipmaynotincurorberesponsibleforanyfeeorexpense(in connection with an Offering or otherwise) that would be duplicative of fees and expenses paid by the General Partner.

ARTICLE7

CHANGESINGENERALPARTNER

7.1. TransferoftheGeneralPartner’sPartnershipInterest.

(a)TheGeneralPartnershallnottransferalloranyportionofitsGeneralPartnerInterestorwithdrawas General Partner except as provided in, or in connection with a transaction contemplated by, Section 7.1(b), (c) or (d).

(b)ExceptasotherwiseprovidedinSection6.4(b)orSection7.1(c)or (d) hereof,theGeneralPartnershallnot engage in any merger, consolidation or other combination with or into another Person or sale of all or substantially all of its assets, (other than in connection with a change in the General Partner’s state of incorporation or organizational form) in each case which results in a change of control of the General Partner (a “Transaction”), unless:

(i)theconsentofLimitedPartnersholdingmorethan50%ofthePercentageInterestsoftheLimited Partners is obtained;

(ii)as a result of such Transaction all Limited Partners (other than the General Partner in its capacity as a Limited Partner) will receive for each Partnership Unit of each Class an amount of cash, securities, or other property equal to the greatest amount of cash, securities or other property paid in the Transaction to a holder of one REIT Share having the same Class designation as that Partnership Unit in consideration of such REIT Share; provided that if, in connection with the Transaction, a purchase, tender or exchange offer (“Offer”) shall have been made to and accepted by the holders of more than 50% of the outstanding REIT Shares, each holder of Limited Partnership Interests (other than the General Partner in its capacity as a Limited Partner) shall be given the option to exchange its Partnership Units for the greatest amount of cash, securities, or other property which a Limited Partner holding Partnership Units would have received had it (1) exercised its Redemption Right and (2) sold, tendered or exchangedpursuanttotheOffertheREITSharesreceived uponexerciseoftheRedemptionRightimmediatelyprior to the expiration of the Offer; or

(iii)the General Partner is the surviving entity in the Transaction and either (A) the holders of REIT Sharesdo notreceivecash, securities, orother propertyin theTransaction or(B)allLimited Partners(otherthan the GeneralPartnerinitscapacityasaLimitedPartner)receiveinexchangefortheir PartnershipUnitsofeachClass,an amount of cash, securities, or other property (expressed as an amount per REIT Share) that is no less than the greatest amount of cash, securities, or other property (expressed as an amount per REIT Share) received in the Transaction by any holder of REIT Shares having the same Class designation as the Partnership Units being exchanged.

(c) Notwithstanding Section 7.1(b), the General Partner may merge with or into or consolidate with another entity if immediately after such merger or consolidation (i) substantially all of the assets of the successor or surviving entity (the “Survivor”), other than Partnership Units held by the General Partner, are contributed, directly or indirectly, to the Partnership as a Capital Contribution in exchange for Partnership Units with a fair market value equal to the value of the assets so contributed as determined by the Survivor in good faith and (ii) the Survivor expressly agrees to assume all obligations of the General Partner, as appropriate,hereunder.Uponsuchcontributionandassumption,theSurvivorshallhavetherightanddutytoamendthisAgreementas set forth in this Section 7.1(c). The Survivor shall in good faith arrive at anew method for the calculation of the Cash Amount and the REIT Shares Amount after any such merger or consolidation so as to approximate the existing method for such calculation as closely as reasonably possible. Such calculation shall take into account, among other things, the kind andamount of securities, cash and other property thatwasreceivableupon suchmergerorconsolidation byaholder of REIT Sharesofeach Classor options, warrantsor other rights relating thereto, and which a holder of Partnership Units of any Class could have acquired had such Partnership Units been exchanged immediately prior to such merger or consolidation. Such amendment to this Agreement shall provide for adjustment tosuch method of calculation, which shall be as nearly equivalent as may be practicable to the adjustments provided for in Section

4.3(a)(ii).TheSurvivoralsoshallingoodfaithmodifythedefinitionofREITSharesandmakesuchamendmentstoSection8.5soas to approximate the existing rights and obligations set forth in Section 8.5 as closely as reasonably possible. The above provisions of this Section 7.1(c) shall similarly apply to successive mergers or consolidations permitted hereunder.

In respect of any transaction described in the preceding paragraph, the General Partner is required to use its commercially reasonable efforts to structure such transaction to avoid causing the Limited Partners to recognize a gain for federal income tax purposesbyvirtueoftheoccurrenceof ortheirparticipationinsuchtransaction,providedsucheffortsareconsistentwiththeexercise of the Board of Directors’ fiduciary duties to the stockholders of the General Partner under applicable law.

(d) Notwithstanding Section 7.1(b), a General Partner may transfer all or any portion of its General Partner Interestto (A)awhollyownedSubsidiaryofsuchGeneralPartneror(B)theownerofalloftheownershipinterestsofsuchGeneral Partner, and following a transfer of all of its General Partner Interest, may withdraw as General Partner.

7.2. AdmissionofaSubstituteorAdditionalGeneralPartner.APersonshallbeadmittedasasubstituteoradditional General Partner of the Partnership only if the following terms and conditions are satisfied:

(a)thePerson to beadmitted asasubstituteoradditionalGeneralPartner shallhaveacceptedand agreed tobe bound by all the terms and provisions of this Agreementby executing a counterpart thereofand such other documents or instruments asmayberequiredorappropriateinordertoeffecttheadmissionofsuchPersonasaGeneralPartner,andacertificateevidencingthe admission of such Person as a General Partner shall have been filed for recordation and all other actions required by Section 2.5 in connection with such admission shall have been performed;

(b)ifthePersontobeadmittedasasubstituteoradditionalGeneralPartnerisacorporationorapartnershipit shall have provided the Partnership with evidence satisfactory to counsel for the Partnership of such Person’s authority to become a General Partner and to be bound by the terms and provisions of this Agreement; and

(c)counsel for the Partnership shall have rendered an opinion (relying on such opinions from other counsel and the state or any other jurisdiction as may be necessary) that (x) the admission of the person to be admitted as a substitute or additional General Partner is in conformity with the Act and (y) none of the actions taken in connection with the admission of such PersonasasubstituteoradditionalGeneralPartnerwillcause(i)thePartnershiptobeclassifiedotherthanasapartnershipforfederal tax purposes, or (ii) the loss of any Limited Partner’s limited liability.

7.3. EffectofBankruptcy,Withdrawal,DeathorDissolutionofthesoleremainingGeneralPartner.

(a)Upon theoccurrenceofan Event of Bankruptcy astothesole remaining GeneralPartner(and itsremoval pursuant to Section 7.4(a)) or the death, withdrawal, removalor dissolution of the sole remaining General Partner (exceptthat, if the sole remaining General Partner is on the date of such occurrence a partnership, the withdrawal, death, dissolution, Event of Bankruptcy as to, or removal of a partner in, such partnership shall be deemed not to be a dissolution of such General Partner if the businessofsuchGeneralPartneriscontinuedbytheremainingpartnerorpartners),thePartnershipshallbedissolvedandterminated unless the Partnership is continued pursuant to Section 7.3(b). The merger of the General Partner with or into any entity that is admitted asasubstituteorsuccessor GeneralPartner pursuantto Section 7.2 shallnotbedeemed to bethewithdrawal,dissolution or removal of the General Partner.

(b)Following the occurrence of an Event of Bankruptcy as to the sole remaining General Partner (and its removal pursuant to Section 7.4(a) hereof) or the death, withdrawal, removal or dissolution of the sole remaining General Partner (except that, if the sole remaining General Partner is, on thedate of such occurrence, a partnership, the withdrawal of, death,

dissolution, Event of Bankruptcy as to, or removal of a partner in, such partnership shall be deemed not to be a dissolution of such GeneralPartner if thebusinessof such GeneralPartner iscontinuedbytheremainingpartner orpartners), theLimited Partners, within 90 days after such occurrence, may elect to continue the business of the Partnership by selecting, subject to Section 7.2 and any other provisions of this Agreement, a substitute General Partner by consent of the Limited Partners holding a majority of the Percentage InterestsofallLimitedPartners.IftheLimitedPartnerselecttocontinuethebusinessofthePartnershipandadmitasubstituteGeneral Partner, the relationship with the Partners and of any Person who has acquired an interest of a Partner in the Partnership shall be governed by this Agreement.

7.4. RemovalofaGeneralPartner.

(a)UpontheoccurrenceofanEventof Bankruptcyasto,orthedissolutionof,aGeneralPartner,suchGeneral Partner shall be deemed to beremoved automatically; provided, however, that if a General Partner is on thedate of suchoccurrence a partnership, the withdrawal, death or dissolution of, Event of Bankruptcy as to, or removal of, a partner in, such partnership shall be deemed not to be a dissolution of the General Partner if the business of such General Partner is continued by the remaining partner or partners. The Limited Partners may not remove the General Partner, with or without cause.

(b)If a General Partner has been removed pursuant to this Section 7.4 and the Partnership is continued pursuant to Section 7.3, such General Partner shall promptly transfer and assign its General Partner Interest in the Partnership to the substitute General Partner approved by the Limited Partners in accordance with Section 7.3(b) and otherwise admitted to the Partnership in accordance with Section 7.2. At the time of assignment, the removed General Partner shall be entitled to receive from thesubstituteGeneralPartnerthefairmarketvalueoftheGeneralPartner Interest of suchremoved GeneralPartner asreducedby any damages caused to the Partnership by such General Partner. Such fair market value shall be determined by an appraiser mutually agreed upon by the General Partner and the Limited Partners holding a majority of the Percentage Interests of all Limited Partners within10daysfollowingtheremovaloftheGeneralPartner.Ifthepartiesareunabletoagreeuponanappraiser,theremovedGeneral Partner and the Limited Partners holding a majority of the Percentage Interests of all Limited Partners each shall select an appraiser. Each such appraiser shall complete an appraisal of the fair market value of the removed General Partner’s General Partner Interest within 30 days of the General Partner’s removal, and the fair market value of the removed General Partner’s General Partner Interest shall be the average of the two appraisals; provided, however, that if the higher appraisal exceeds the lower appraisal by more than 20% of the amount of the lower appraisal, the two appraisers, no later than 40 days after the removal of the General Partner, shall select a third appraiser who shall complete an appraisal of the fair market value of the removed General Partner’s General Partner Interest no later than 60 days after the removal of the General Partner. In such case, the fair market value of the removed General Partner’s General Partner Interest shall be the average of the two appraisals closest in value.

(c)TheGeneralPartnerInterestofaremovedGeneralPartner,duringthetimeafterdefaultuntiltransferunder Section 7.4(b), shall be converted to that of a special Limited Partner; provided, however, such removed General Partner shall nothave any rights to participate in the management and affairs of the Partnership, and shall not be entitled to any portion of the income, expense,profit,gain orlossallocationsor cash distributionsallocable or payable, asthe case may be, to theLimited Partners. Instead, such removed General Partner shall receive and be entitled only to retain distributions or allocations of such items that it would have been entitled to receive in its capacity as General Partner, until the transfer is effective pursuant to Section 7.4(b).

(d)AllPartnersshallhavegivenandherebydogivesuchconsents,shalltakesuchactionsandshallexecute such documents as shall be legally necessary, desirable and sufficient to effect all the foregoing provisions of this Section.

ARTICLE8

RIGHTSANDOBLIGATIONSOFTHELIMITEDPARTNERS

8.1. Management of the Partnership. The Limited Partners shall not participate in the management or control of PartnershipbusinessnorshalltheytransactanybusinessforthePartnership,norshalltheyhavethepowertosignfororbindthe Partnership, such powers being vested solely and exclusively in the General Partner.

8.2. Power of Attorney. Each Limited Partner hereby irrevocably appoints the General Partner its true and lawful attorney-in-fact, who may act for each Limited Partner and in its name, place and stead, and for its use and benefit, to sign, acknowledge,swearto,deliver,fileorrecord,attheappropriatepublicoffices,anyandalldocuments,certificates,andinstrumentsas may be deemed necessary or desirable by the General Partner to carry out fully the provisions of this Agreement and the Act in accordance with their terms, which power of attorney is coupled with an interest and shall survive the death, dissolution or legal incapacity of the Limited Partner, or the transfer by the Limited Partner of any part or all of its Partnership Interest.

8.3. LimitationonLiabilityofLimitedPartners.NoLimitedPartnershallbeliableforanydebts,liabilities,contracts or obligations of the Partnership. A Limited Partner shall beliable to the Partnership only to make payments of its Capital Contribution, if any, as and when due hereunder. After its Capital Contribution is fully paid, no Limited Partner shall, except as

otherwise required by the Act, be required to make any further Capital Contributions or other payments or lend any funds to the Partnership.

8.4. OwnershipbyLimitedPartnerofCorporateGeneralPartnerorAffiliate.NoLimitedPartnershallatanytime, either directly or indirectly, own any stock or other interest in the General Partner or in any Affiliate thereof, if such ownership by itself or in conjunction with other stock or other interests owned by other Limited Partners would, in the opinion of counsel for the Partnership, jeopardize the classification of the Partnership as a partnership for federal tax purposes. The General Partner shall be entitled to make such reasonable inquiry of the Limited Partners as is required to establish compliance by the Limited Partners with the provisions of this Section.

8.5. RedemptionRight.

(a)SubjecttothisSection8.5andtheprovisionsof anyagreementsbetweenthePartnershipandoneormore Limited Partners with respect to Partnership Units held by them, each Limited Partner other than the General Partner, after holding any Partnership Unitsfor at least one year (or suchshorterperiodasconsentedto by theGeneral Partner in itssole discretion), shall have the right (subject to the terms and conditions set forth herein) to require the Partnership to redeem (a “Redemption”) all or a portion of such Partnership Units (the “Tendered Units”) in exchange (a “Redemption Right”) for REIT Shares issuable on, or the Cash Amount payable on, the Specified Redemption Date, as determined by the General Partner in its sole discretion. Any

Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Partnership (with a copy to the General Partner) by the Limited Partner exercising the Redemption Right (the “Tendering Party”). Within 15 days of receipt of a Notice of Redemption, the Partnership will send to the Limited Partner submitting the Notice of Redemption a response stating whether the General Partner has determined the applicable Partnership Units will be redeemed for REIT Shares or the Cash Amount. In either case, the Limited Partner shall be entitled to withdraw the Notice of Redemption if (i) it provides notice to the Partnership that it wishes to withdraw the request and (ii) the Partnership receives the notice no less than two business days prior to the Specified Redemption Date. A Limited Partner (other than the Special Limited Partner or the Adviser) may not exercise the Redemption Right for less than 1,000 Partnership Units or, if such Limited Partner holds less than 1,000 Partnership Units, all of the Partnership Units held by such Partner. The Tendering Party shall have no right, with respect to any Partnership Units so redeemed, to receive any distributionpaidwithrespecttoPartnershipUnitsiftherecorddateforsuchdistributionisonoraftertheSpecifiedRedemptionDate.

(b)Notwithstanding the foregoing, the Special Limited Partner and the Adviser shall have the right to require the Partnership to redeem all or a portion of their Class E Units at any time irrespective of the period the Partnership Units have been held by the Special Limited Partner or the Adviser. The Partnership shall redeem any such Class E Units of the Special Limited PartnerortheAdviserforClassEREITSharesor theCashAmount(attheAdviser’sorSpecialLimitedPartner’selection)unlessthe Board of Directorsof the GeneralPartner determinesthatany such redemptionforcash would beprohibited by applicable laworthis Agreement, in which case such Class E Units will be redeemed for an amount of Class E REIT Shares with an aggregate Net Asset Value equivalent to the aggregate Net Asset Value of such Class E Units.

(c)If the General Partner (or, if applicable, the Adviser or Special Limited Partner) elects to redeem Tendered Units for REIT Shares rather than cash, then the Partnership shall direct the General Partner to issue and deliver such REIT Shares to the Tendering Party pursuant to the terms set forth in this Section 8.5(c), in which case, (i) the General Partner, acting as a distinct legalentity,shallassumedirectly theobligationwith respecttheretoandshallsatisfytheTenderingParty’sexerciseofitsRedemption Right,and(ii)suchtransactionshallbetreated,forfederalincometaxpurposes,asatransferbytheTenderingParty ofsuchTendered Units to the General Partner in exchange for REIT Shares. The percentage of the Tendered Units tendered for Redemption by the Tendering Party for which the General Partner (or, if applicable, the Adviser or Special Limited Partner) elects to issue REIT Shares (rather than cash) is referred to as the “Applicable Percentage.” In making such election to acquire Tendered Units, the Partnership shall act in a fair, equitable and reasonable manner that neither prefers one group or class of Limited Partners over another nor discriminatesagainst agroupor classof Limited Partners. IfthePartnership electsto redeem anynumber ofTendered UnitsforREIT Shares rather than cash, on the Specified Redemption Date, the Tendering Party shall sell such number of the Tendered Units to the General Partner in exchange for a number of REIT Shares equal to the product of the REIT Shares Amount and the Applicable Percentage. The product of the Applicable Percentage and the REIT Shares Amount, if applicable, shall be delivered by the General Partner as duly authorized, validly issued, fully paid and non-assessable REIT Shares free of any pledge, lien, encumbrance or restriction, other than theAggregateShareOwnershipLimit (ascalculated in accordancewith theArticlesof Incorporation) and other restrictions provided in the Article of Incorporation, thebylaws of the General Partner, theSecurities Act and relevant state securities or“bluesky”laws.NotwithstandingtheprovisionsofSection8.5(a)andthisSection8.5(c),theTenderingPartiesshallhavenorights under this Agreement that would otherwise be prohibited under the Articles of Incorporation.

(d)InconnectionwithanexerciseofRedemptionRightspursuanttothisSection8.5,theTenderingPartyshall submit the following to the General Partner, in addition to the Notice of Redemption:

(1)Awrittenaffidavit,datedthesamedateastheNoticeofRedemption,(a)disclosingthe actual and constructive ownership, as determined for purposes of Code Sections 856(a)(6) and 856(h), of REIT Shares by (i) such Tendering Party and (ii) any Related Party and (b) representing that, after giving effect to the Redemption, neither the Tendering Party nor any Related Party will own REIT Shares in excess of the Aggregate Share Ownership Limit (or, if applicable the Excepted Holder Limit);

(2)A written representation that neither the Tendering Party nor any Related Party has any intentiontoacquireanyadditionalREITSharesprior totheclosingoftheRedemptionontheSpecifiedRedemption Date

(3)An undertaking to certify, at and as a condition to the closing of the Redemption on the Specified Redemption Date, that either (a) the actual and constructive ownership of REIT Shares by the Tendering PartyandanyRelatedPartyremainunchangedfromthatdisclosedinthewrittenaffidavitorrepresentationrequired by Section 8.5(d)(1) or(2) after giving effect to the Redemption, neither the Tendering Party nor any Related Party shallown REITSharesin violation of theAggregateShareOwnership Limit (or,if applicable,theExcepted Holder Limit); and

(4)AnyotherdocumentsastheGeneralPartnermayreasonablyrequire.

(e)Any Cash Amount to be paid to a Tendering Party pursuant to this Section 8.5 shall be paid on the SpecifiedRedemptionDate;provided,however,thattheGeneralPartnermayelecttocausetheSpecifiedRedemptionDatetobe delayed for up to an additional 180 days to the extent required for the General Partner to cause additional REIT Shares to be issued to providefinancingtobeusedtomakesuchpaymentoftheCashAmount.Notwithstandingtheforegoing,theGeneralPartneragreesto use its best efforts to cause the closing of the acquisition of Tendered Units hereunder to occur as quickly as reasonably possible.

(f)Notwithstanding any other provision of this Agreement, the General Partner shall place appropriate restrictions on the ability of the Limited Partners to exercise their Redemption Rights to prevent, among other things, (a) any person fromowningsharesinexcessoftheCommonShareOwnershipLimit,theAggregateShareOwnershipLimitandtheExceptedHolder Limit, (b) the General Partner’s common stock from being owned by less than 100 persons, the General Partner from being “closely held” within the meaning of section 856(h) of the Code, and as and if deemed necessary to ensure that the Partnership does not constitute a “publicly traded partnership” under section 7704 of the Code. If and when the General Partner determines that imposing such restrictions is necessary, the General Partner shall give prompt written notice thereof to each of the Limited Partners holding Partnership Units, which notice shall be accompanied by a copy of an opinion of counsel to the Partnership which states that, in the opinion of such counsel, restrictions are necessary in order to avoid having the Partnership be treated as a “publicly tradedpartnership” under section 7704 of the Code.

(g)Aredemptionfeemaybecharged(otherthantotheAdviser,SpecialLimitedPartnerortheirAffiliates)in connection with an exercise of Redemption Rights pursuant to this Section 8.5.

8.6. Required Redemption of Limited Partners. The General Partner, in its sole discretion, may require a Limited Partner to surrender all or any portion of its Partnership Units and withdraw from the Partnership to the extent such redemption is in the best interest of the Partnership, as determined by theGeneral Partner in good faith at any time for any reason or no reason with or withoutpriornoticetosuchLimitedPartner.AnoticeofmandatoryredemptionpursuanttothisSection8.6shallhavethesameeffect as a request for redemption by a Limited Partner given pursuant to Section 8.5; provided that the mandatory redemption of all or any portion of such Limited Partner’s Partnership Units shall be effective on the date determined by the General Partner and indicated in such notice.

8.7. Registration Rights. With respect to any REIT Shares held by the Special Limited Partner or an Affiliate thereof that were issued (or are issuable) upon exchange (pursuant to Section 8.5(a)) of Class E Units issued in connection with the Performance Allocation (collectively, the “SLP Shares”), within six months after a Listing of any Class of REIT Shares, the Special LimitedPartnerandGeneralPartnercovenantandagreetonegotiateingoodfaithandenterinto aregistrationrightsagreementforthe SLP Shares with terms mutually agreeable to the Special Limited Partner and General Partner.Such registration rights agreement shall be in customary form for agreements of this type entered into by REITs with institutional investors prior to an initial public offering and will provide for:(a) a long-form “demand”registration right exercisable onceby the Special Limited Partner; (b) “shelf” registration rights so long as Form S-3 is available to the General Partner; (c) “piggy-back” registration rights; and (d) in the event of “underwriters’ cut-backs” in relation to a demand registration, a shelf registration or any piggyback registration, the ability of the GeneralPartner toreducethenumberofSLP Sharestobe registered on aprorata basiswith otherregistering stockholders.If a Class ofREIT Sharesotherthan SLPSharesareListed,such registration rightsagreement shallprovideforconversion ofSLPSharesto the Listed Class of REIT Shares based on the relative net asset value per share, determined on a consistent basis, and the registrationrights above shall apply to the REIT Shares received upon such conversion of SLP Shares.

ARTICLE9

TRANSFERSOFLIMITEDPARTNERSHIPINTERESTS

9.1. PurchaseforInvestment.

(a)EachLimitedPartnerherebyrepresentsandwarrantstotheGeneralPartnerandtothePartnershipthatthe acquisition of his Partnership Interest is made as a principal for his account for investment purposes only and not with a view to the resale or distribution of such Partnership Interest.

(b)EachLimitedPartneragreesthathewillnotsell,assignorotherwisetransferhisPartnershipInterestorany fraction thereof, whether voluntarily or by operation of law or at judicial sale or otherwise, to any Person who does not make the representationsandwarrantiesto theGeneralPartnersetforthinSection9.1(a)aboveandsimilarly agreenottosell,assignortransfer such Partnership Interest or fraction thereof to any Person who does not similarly represent, warrant and agree.

9.2. RestrictionsonTransferofLimitedPartnershipInterests.

(a)Subjectto theprovisionsofSection 9.2(b)and (c), no Limited Partnermay offer,sell, assign, hypothecate, pledgeorotherwise transfer all oranyportion of hisLimitedPartnership Interest,oranyofsuchLimited Partner’seconomic rightsas a Limited Partner, whether voluntarily or by operation of law or at judicial sale or otherwise (collectively, a “Transfer”) without the consentoftheGeneralPartner,whichconsentmaybegrantedorwithheldinitssoleandabsolutediscretion;providedthattheSpecial

Limited Partner may transfer allor anyportion ofitsLimited Partnership Interest,orany ofitseconomicrightsasaLimited Partner, toanyofitsAffiliateswithouttheconsentoftheGeneralPartner.Anysuchpurportedtransferundertakenwithoutsuchconsentshall be considered to be null and void ab initio and shall not be given effect. The General Partner may require, as a condition of any Transfer to which it consents, that the transferor assume all costs incurred by the Partnership in connection therewith.

(b)NoLimitedPartnermaywithdrawfromthePartnershipotherthanasaresultofapermittedTransfer(i.e.,a Transferconsentedtoascontemplatedbyclause(a)aboveor clause(c)beloworaTransferpursuanttoSection9.5below)ofallofits Partnership Interest pursuant to this Article 9 or pursuant to a redemption of all of its Partnership Units pursuant to Section 8.5. Upon the permitted Transfer or redemption of all of a Limited Partner’s Partnership Interest, such Limited Partner shall cease to be a Limited Partner.

(c)Notwithstanding Section 9.2(a) and subject to Sections 9.2(d), (e) and (f) below, a Limited Partner may Transfer, without the consent of the General Partner, all or a portion of its Partnership Interest to (i) a parent or parent’s spouse, natural or adopted descendant or descendants, spouse of such descendant, or brother or sister, or a trust created by such Limited PartnerforthebenefitofsuchLimitedPartnerand/oranysuchperson(s),ofwhichtrustsuchLimitedPartneror anysuchperson(s)is a trustee, (ii) a corporation controlled by a Person or Persons named in (i) above, or (iii) if the Limited Partner is an entity, its beneficial owners.

(d)No Limited Partner may effect a Transfer of its Limited Partnership Interest, in whole or in part, without theconsentoftheGeneralPartner,whichmaybewithheldinitssoleandabsolutediscretion,if,intheopinionoflegalcounselforthe Partnership, such proposed Transfer would require the registration of the Limited Partnership Interest under the Securities Act or would otherwise violate any applicable federal or state securities or blue sky law (including investment suitability standards).

(e)NoTransferbyaLimitedPartnerofitsPartnershipInterest,inwholeorinpart,maybemadetoanyPerson without the consent of the General Partner, which may be withheld in its sole and absolute discretion, if (i) in the opinion of legal counselforthePartnership,thetransferwouldresultinthePartnership’sbeingtreatedasanassociationtaxableasacorporation(other than a qualified REIT subsidiary within the meaning of Section 856(i) of the Codeand the General Partner determines such treatment would be in the best interest of the Partnership), (ii) in the opinion of legal counsel for the Partnership, it would adversely affect the ability oftheGeneralPartner to continueto qualify asaREIT or subjecttheGeneralPartner to anyadditionaltaxesunder Section 857 or Section 4981 of the Code, (iii) in the opinion of legal counsel for the Partnership, the transfer would cause the Partnership not to qualify for the safe harbor described in Regulations Section 1.7704-1(h), (iv) the transfer would result in the Partnership at any time during its taxable year having more than 100 partners, within the meaning of Section 1.7704-1(h)(1)(ii) of the U.S. Treasury Regulations (taking into account Section 1.7704-1(h)(3) of the U.S. Treasury Regulations), or (v) such transfer is effectuated through an “established securities market” or a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code.

(f)NotransferbyaLimitedPartnerofanyPartnershipInterestmaybemadetoalendertothePartnershipor any Person who is related (within the meaning of Regulations Section 1.752-4(b)) to any lender to the Partnership whose loan constitutes a nonrecourse liability (within the meaning of Regulations Section 1.752-1(a)(2)), without the consent of the General

Partner, which may be withheld in its sole and absolute discretion, provided that as a condition to such consent the lender may be required to enter into an arrangement with the Partnership and the General Partner to exchange or redeem for the Cash Amount any Partnership Units in which a security interest is held simultaneously with the time at which such lender would be deemed to be a Partner in the Partnership for purposes of allocating liabilities to such lender under Section 752 of the Code.

(g)AnyTransferin contraventionofanyoftheprovisionsofthisArticle9shallbevoidandineffectualand shall not be binding upon, or recognized by, the Partnership.

(h)Prior to the consummation of any Transfer under this Article 9, the transferor and/or the transferee shall delivertotheGeneralPartnersuchopinions,certificatesandotherdocumentsastheGeneralPartnershallrequestinconnectionwith such Transfer.

9.3. AdmissionofSubstituteLimitedPartner.

(a)SubjecttotheotherprovisionsofthisArticle9,anassigneeoftheLimitedPartnershipInterestofaLimited Partner (which shall be understood to include any purchaser, transferee, donee, or other recipient of any disposition of such Limited PartnershipInterest) shallbedeemedadmittedasaLimitedPartnerofthePartnershiponlywiththeconsentoftheGeneralPartnerand upon the satisfactory completion of the following:

(i)The assignee shall have accepted and agreed to be bound by the terms and provisions of this Agreementbyexecutingacounterpartoranamendmentthereofandsuchotherdocumentsorinstrumentsasthe General Partner may require in order to effect the admission of such Person as a Limited Partner.

(ii)Totheextentrequired,anamendedCertificateevidencingtheadmissionofsuchPersonasa Limited Partner shall have been signed, acknowledged and filed for record in accordance with the Act.

(iii)TheassigneeshallhavedeliveredalettercontainingtherepresentationsetforthinSection9.1(a) hereof and the agreement set forth in Section 9.1(b) hereof.

(iv)Iftheassigneeisacorporation,partnershipor trust,theassigneeshallhaveprovidedtheGeneral Partner with evidence satisfactory to counsel for the Partnership of the assignee’s authority to become a Limited Partner under the terms and provisions of this Agreement.

(v)Theassigneeshallhaveexecutedapowerof attorneycontainingthetermsandprovisionssetforth in Section 8.2 hereof.

(vi)TheassigneeshallhavepaidalllegalfeesandotherexpensesofthePartnershipandtheGeneral Partner and filing and publication costs in connection with its substitution as a Limited Partner.

(vii)The assignee has obtained the prior written consent of the General Partner to its admission as a SubstituteLimitedPartner,whichconsentmaybegivenordeniedintheexerciseoftheGeneralPartner’ssoleand absolute discretion.

(b)For the purpose of allocating Profits and Losses and distributing cash received by the Partnership, a SubstituteLimitedPartnershallbetreatedashavingbecome,andappearingintherecordsofthePartnershipas,aPartneruponthe filing of the Certificate described in Section 9.3(a)(ii) hereof or, if no such filing is required, the later of the date specified in the transfer documents or the date on which the General Partner has received all necessary instruments of transfer and substitution.

(c)The General Partner shall cooperate with the Person seekingto becomea Substitute Limited Partner by preparingthedocumentationrequiredbythisSectionandmakingallofficialfilingsandpublications.ThePartnershipshalltakeall such action as promptly as practicable after the satisfaction of the conditions in this Article 9 to the admission of such Person as a Limited Partner of the Partnership.

9.4. RightsofAssigneesofPartnershipInterests.

(a)Subject to the provisions of Sections 9.1 and 9.2 hereof, except as required by operation of law, the PartnershipshallnotbeobligatedforanypurposeswhatsoevertorecognizetheassignmentbyanyLimitedPartnerofitsPartnership Interest until the Partnership has received notice thereof.

(b)Any Person who is the assignee of all or any portion of a Limited Partner’s Limited Partnership Interest, butdoesnotbecomeaSubstituteLimitedPartneranddesirestomakeafurtherassignmentofsuchLimitedPartnershipInterest,shall besubjecttoalltheprovisionsofthisArticle9tothesame extentandinthesamemannerasanyLimitedPartnerdesiringtomakean assignment of its Limited Partnership Interest.



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9.5. EffectofBankruptcy,Death,IncompetenceorTerminationofaLimitedPartner.TheoccurrenceofanEvent of Bankruptcy as to a Limited Partner, the death of a Limited Partner or a final adjudication that a Limited Partner is incompetent (which term shall include, but not be limited to, insanity) shall not cause the termination or dissolution of the Partnership, and the business of the Partnership shall continue if an order for relief in a bankruptcy proceeding is entered against a Limited Partner, the trustee or receiver of his estate or, if he dies, his executor, administrator or trustee, or, if he is finally adjudicated incompetent, his committee, guardian or conservator, shall have the rights of such Limited Partner for the purpose of settling or managing his estate property and such power as the bankrupt, deceased or incompetent Limited Partner possessed to assign all or any part of his Partnership Interest and to join with the assignee in satisfying conditions precedent to the admission of the assignee as a Substitute Limited Partner.

9.6. JointOwnershipof Interests.APartnershipInterestmaybeacquiredbytwoindividualsasjointtenantswithright of survivorship, provided that such individuals either are married or are related and share the same home as tenants in common. The written consent or vote of both owners of any such jointly held Partnership Interest shall be required to constitute the action of the owners of such Partnership Interest; provided, however, that the written consent of only one joint owner will be required if the Partnership hasbeenprovidedwith evidence satisfactory tothe counselfor thePartnershipthattheactionsof asingle joint owner can bind both owners under the applicable laws of the state of residence of such joint owners. Upon the death of one owner of a Partnership Interest held in a joint tenancy with a right of survivorship, the Partnership Interest shall become owned solely by the survivor as a Limited Partner and not as an assignee. The Partnership need not recognize the death of one of the owners of a jointly-held Partnership Interest until it shall have received notice of such death. Upon notice to the General Partner from either owner, the GeneralPartnershallcausethePartnershipInteresttobedividedintotwoequalPartnershipInterests,whichshallthereafterbeowned separately by each of the former owners.

ARTICLE10

BOOKSANDRECORDS;ACCOUNTING;TAXMATTERS

10.1. Books and Records. At all times during the continuance of the Partnership, the Partners shall keep or cause to be kept at the Partnership’s specified office true and complete books of account in accordance with generally accepted accounting principles,including:(a)acurrentlistofthefullname andlastknownbusinessaddressofeachPartner,(b)acopyoftheCertificateof Limited Partnership and all Certificates of amendment thereto, (c) copies of the Partnership’s federal, state and local income tax returns andreports, (d) copiesof this Agreement and amendments thereto and any financial statements of the Partnership for thethree most recent years and (e) all documents and information required under the Act. Any Partner or its duly authorized representative, uponpaying the costsof collection, duplication andmailing,shall be entitled to inspect orcopy suchrecordsduring ordinary business hours.

10.2. CustodyofPartnershipFunds;BankAccounts.

(a)All funds of the Partnership not otherwise invested shall be deposited in one or more accounts maintained insuchbankingorbrokerageinstitutionsastheGeneralPartnershalldetermine,andwithdrawalsshallbemadeonlyonsuchsignature or signatures as the General Partner may, from time to time, determine.

(b)Alldepositsandotherfundsnotneededin theoperationofthebusinessofthePartnershipmaybeinvested inanymannerdeterminedbytheGeneralPartnerinitssolediscretion.ThefundsofthePartnershipshallnotbecommingledwiththe funds of any other Person except for such commingling as may necessarily result from an investment permitted by this Section 10.2(b).

10.3. FiscalandTaxableYear.ThefiscalandtaxableyearofthePartnershipshallbethecalendaryear.

10.4. AnnualTax Informationand Report. Within 90 daysaftertheendof each fiscal yearofthe Partnership (subject toreasonabledelaysintheeventof thelatereceiptofanynecessaryfinancialstatementsof thePersoninwhichthePartnershipholds a Property), the General Partner shall furnish to each person who was a Limited Partner at any time during such year the tax information necessary to file such Limited Partner’s individual tax returns as required by law.

10.5. TaxMattersPartner;TaxElections;SpecialBasisAdjustments.

(a)TheGeneralPartnershallactasorappointthe“PartnershipRepresentative”withinthemeaningof Section 6223(a)oftheCodeand,ineachcase,anysimilarprovisionsunderanystate,localorforeigntaxlaw.AsPartnershipRepresentative, the General Partner (or its appointee) shall have the right and obligation to take all actions authorized or required by the Code to be taken bythePartnership Representative. TheGeneralPartner(oritsappointee) shallhavetherighttoretain professionalassistancein respect of any audit of the Partnership by the Service and all out-of-pocket expenses and fees incurred by the General Partner (or its appointee) on behalf of the Partnership as Partnership Representative, shall constitute Partnership expenses.

(b)Allelectionsrequiredor permittedtobemadebythePartnershipundertheCodeoranyapplicablestate, local or foreign tax law shall be made by the General Partner in its sole and absolute discretion

(c)IntheeventofatransferofalloranypartofthePartnershipInterestofany Partner,thePartnership,atthe option of the General Partner, may elect pursuant to Section 754 of the Code to adjust the basis of the Partnership’s assets. Notwithstanding anything contained in Article 5, any adjustments made pursuant to Section 754 of the Code shall affect only the successor in interest to the transferring Partner and in no event shall be taken into accountin establishing, maintaining or computing Capital Accounts for the other Partners for any purpose under this Agreement. Each Partner will furnish the Partnership with all information necessary to give effect to such election.

10.6. ReportstoLimitedPartners.Assoonaspracticableafterthecloseofeachfiscalyear,butinnoeventlaterthan the date on which the General Partner mails its annual report to holders of the REIT Shares, the General Partner shall cause to be mailedtoeachLimitedPartneranannualreportcontainingfinancialstatementsofthePartnership,oroftheGeneralPartnerifsuch statements are prepared solely on a consolidated basis with the General Partner, for such fiscal year, presented in accordance with generally accepted accounting principles. The annual financial statements shall be audited by accountants selected by the General Partner.

ARTICLE11

AMENDMENTOFAGREEMENT;MERGER

The General Partner’s consent shall be required for any amendment to this Agreement. The General Partner, without the consentoftheLimitedPartners,mayamendthisAgreementinanyrespectormergeorconsolidatethePartnershipwithorintoany

other partnership or business entity (as defined in Section 17-211 of the Act) in a transaction pursuant to Section 7.1(b), (c) or (d) hereof;provided,however,thatthefollowingamendmentsandanyothermergerorconsolidationofthePartnershipshallrequirethe consent of Limited Partners holding more than 50% of the Percentage Interests of the Limited Partners:

(a)anyamendmentaffectingtheoperationoftheRedemptionRight(exceptasprovidedinSection8.5(e), 7.1(b) or 7.1(c)) in a manner adverse to the Limited Partners;

(b)anyamendmentthatwouldadverselyaffecttherightsoftheLimitedPartnerstoreceivethedistributions payable to them hereunder, other than with respect to the issuance of additional Partnership Units pursuant to Section 4.3;

(c)anyamendmentthatwouldalterthePartnership’sallocationsofProfitandLosstotheLimitedPartners, other than with respect to the issuance of additional Partnership Units pursuant to Section 4.3; or

(d)anyamendmentthatwouldimposeontheLimitedPartnersanyobligationtomakeadditionalCapital Contributions to the Partnership.

ARTICLE 12 GENERALPROVISIONS

12.1. Notices.AllcommunicationsrequiredorpermittedunderthisAgreementshallbeinwritingandshallbedeemedto have been given when delivered personally or upon deposit in the United States mail, registered, postage prepaid return receipt requested, to the Partners at the addresses set forth on the Partnership’s books and records; provided, however, that any Partner may specify a different address by notifying the General Partner in writing of such different address. Notices to the Partnership shall be delivered at or mailed to its specified office.

12.2. Survival of Rights. Subject to the provisions hereof limiting transfers, this Agreement shall be binding upon and inuretothebenefitofthePartnersandthePartnershipandtheirrespectivelegalrepresentatives,successors,transfereesandassigns.

12.3. AdditionalDocuments.EachPartneragreestoperformallfurtheractsandexecute,swearto,acknowledgeand deliver all further documents which may be reasonable, necessary, appropriate or desirable to carry out the provisions of this Agreement or the Act.

12.4. Severability. If any provision of this Agreement shall be declared illegal, invalid, or unenforceable in any jurisdiction,thensuch provisionshallbedeemedtobeseverablefromthisAgreement(totheextentpermittedby law)andinany event such illegality, invalidity or unenforceability shall not affect the remainder hereof.

12.5. EntireAgreement.ThisAgreementandexhibitsattachedheretoconstitutetheentireAgreementofthePartnersand supersede all prior written agreements and prior and contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof.

12.6. PronounsandPlurals. WhenthecontextinwhichwordsareusedintheAgreementindicatesthatsuchistheintent, wordsin thesingular numbershallincludethepluralandthemasculinegendershallincludetheneuterorfemalegenderasthecontext may require.

12.7. Headings.TheArticleheadingsorsectionsinthisAgreementareforconvenienceonlyandshallnotbeusedin construing the scope of this Agreement or any particular Article.

12.8. Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed to be an originalcopyandallofwhichtogethershallconstituteoneandthesameinstrumentbindingonallpartieshereto,notwithstandingthat all parties shall not have signed the same counterpart.

12.9. GoverningLaw.ThisAgreementshallbegovernedbyandconstruedinaccordancewiththelawsoftheStateof Delaware.

INWITNESSWHEREOF,thepartiesheretohavehereunderaffixedtheir signaturestothisFourthAmendedandRestated Limited Partnership Agreement, all as of the date first set forth above.



GENERAL PARTNER
SCULPTOR DIVERSIFIED REAL ESTATE INCOME TRUST, INC.

By:					/s/ Steven Orbuch
Name:					Steven E. Orbuch
Title:					Chief Executive Officer



SPECIAL LIMITED PARTNER
SCULPTOR DIVERSIFIED REIT SPECIAL LIMITED PARTNER LP
By:					SCULPTOR DIVERSIFIED REIT SLP LLC, general partner

By:					/s/ Steven Orbuch
Name:					Steven E. Orbuch
Title:					President



LIMITED PARTNERS
By: Sculptor Diversified Real Estate Income Trust, Inc., as attorney-in-fact for the Persons whose names are set forth in the books and records of the Partnership as Limited Partners


By:					/s/ Steven Orbuch
Name:					Steven E. Orbuch
Title:					Chief Executive Officer

(SignaturepagetoFourthAmendedandRestatedLimitedPartnershipAgreement)

EXHIBITA

NOTICEOFEXERCISEOFREDEMPTIONRIGHT

In accordance with Section 8.5 of the Limited Partnership Agreement (the “Agreement”) of Sculptor Diversified REIT OperatingPartnershipLP, theundersigned hereby irrevocably (i)presentsfor redemption Partnership Unitsin SculptorDiversified REITOperatingPartnershipLPinaccordancewiththetermsoftheAgreementandtheRedemptionRightreferredtoinSection8.5 thereof,(ii) surrenderssuch Partnership Unitsand allright,titleand interest therein, and (iii) directsthattheCash Amountor REIT Shares Amount (as defined in the Agreement) as determined by the General Partner deliverable upon exercise of the Redemption Rightbedeliveredto theaddressspecified below,and if REIT Shares(asdefined in theAgreement) areto bedelivered,such REIT Shares be registered or placed in the name(s) and at the address(es) specified below.

Dated:,

(Name of Limited Partner) (SignatureofLimitedPartner) (Mailing Address)

(City) (State) (Zip Code) SignatureGuaranteedby:

IfREITSharesaretobeissued,issueto: Name:

SocialSecurityor TaxI.D.Number:

A-1

SCHEDULE1

ALLOCATIONOFCERTAINMANAGEMENTFEESUNDERTHEADVISORYAGREEMENT

InaccordancewithSection5.2(b)oftheAgreement,thisSchedule1allocatescertainfeespayablepursuanttotheAdvisory Agreement among the various Classes of Partnership Units as set forth below.

1.Annual Management Fees.Section 10 of the Advisory Agreement provides for annual fees (payable monthly) computedasthesum ofspecifiedpercentagesoftheaggregateNetAssetValuesofeachoftheClassesofREITShares(hereinafter referred to as the “management fee”).For each fiscal year of the Partnership, the management fee shall be allocated among the Classes of Partnership Units as follows:

(a)totheClassAUnits,0.75%perannumoftheaggregateNetAssetValueoftheClassAUnits;

(b)totheClassAAUnits,0.75%perannumoftheaggregateNetAssetValueoftheClassAAUnits;

(c)totheClassDUnits,1.25%perannumoftheaggregateNetAssetValueoftheClassDUnits;

(d)totheClassEUnits,$0.00;

(e)totheClassFUnits,0.50%perannumoftheaggregateNetAssetValueoftheClassFUnits;

(f)totheClassFFUnits,0.50%perannumoftheaggregateNetAssetValueoftheClassFFUnits;

(g)totheClassIUnits,1.25%perannumoftheaggregateNetAssetValueoftheClassIUnits;

(h)totheClassI-SUnits,0.75%perannumof theaggregateNetAssetValueoftheClassI-SUnits;

(i)totheClassSUnits,1.25%perannumoftheaggregateNetAssetValueoftheClassSUnits;

(j)totheClassIIUnits,0.75%perannumoftheaggregateNetAssetValueoftheClassIIUnits;and

(k)totheClassSIIUnits,0.50%perannumoftheaggregateNetAssetValueoftheClassSIIUnits.

NetAssetValuesshallbedeterminedatthesametimesandinthesamemannerassuchNetAssetValuesunderdeterminedunderthe Advisory Agreement.Each holder of Partnership Units of a particular Class shall be allocated a portion of the management fee allocated to such Class (the “Aggregate Class Allocation”) equal to the product of the Aggregate Class Allocation multiplied by a fraction the numerator of which is the number of Units of such Class held by the holder and the denominator of which is the total number of Units of such Class outstanding at the time of the allocation.

2.Adviser Funding Reimbursement.Pursuant to Section 11(f) of the Advisory Agreement, the Adviser is required to fundcertainorganizationandoperatingexpensesoftheGeneralPartnerduringapreliminaryperiodendingonthefirstanniversaryof aprivateofferingofREITShares.TheGeneralPartnerisrequiredpursuanttoSection11(f)oftheAdvisoryAgreementtoreimburse the Adviser for each amount so funded in a series of 60 equal monthly payments (hereinafter referred to as “Adviser Reimbursement Payments”).

(a)Subject to the provisions of subparagraph (b) below, each Adviser Reimbursement Payment shall be allocatedtoaparticularClassof PartnershipUnitsinanamountequaltotheratiooftheaggregateNetAssetValueofsuchClasstothe sumoftheaggregateNetAssetValuesofallClassesofPartnershipUnits.Determinationsundertheprecedingsentenceshall be made as of the beginning of the month in which the applicable Adviser Reimbursement Payment is made.

(b)IftheamountofAdviserReimbursementPaymentsallocatedundersubparagraph(a)abovetotheClassFUnits and Class FF Units for any fiscal year of the Partnership exceeds (i) 0.80% per annum of the aggregate Net Asset Value of the Class F Units and Class FF Units for fiscal years ending after the first fiscal year and before seventh fiscal year or (ii) 0.50% perannum of theaggregateNetAssetValueoftheClassFUnitsand ClassFFUnitsfor fiscalyearsending thereafter, such excess (x) shall not be allocated to the Class F Units or Class FF Units and (y) shall be reallocated among all of theother Classes of Units by applying the principles of subparagraph (a) above as if there were no Class F Units or Class FF Units outstanding.

Each holder of Partnership Units of a particular Class shall be allocated a portionof each Adviser Reimbursement Payment allocated to such Class (the “Aggregate Class Payment”) equal to the product of the Aggregate Class Payment multiplied by a fraction the numerator ofwhichisthenumberofUnitsofsuchClassheldbytheholderandthedenominator ofwhichisthetotalnumberofUnits of such Class outstanding at the time of the allocation.

FILING DETAILS