Common use of Registration and Transfer of Units Clause in Contracts

Registration and Transfer of Units. Subject to the restrictions on transfer and ownership limitations contained below and in Article XIII hereof: (a) The Company shall keep or cause to be kept on behalf of the Company a Register that will provide for the registration and transfer of Units. Unless otherwise provided in any Unit Designation, a Transfer Agent may, in the discretion of the Manager or as otherwise required by the Exchange Act, be appointed registrar and transfer agent for the purpose of registering Common Units and transfers of such Common Units as herein provided. Upon surrender of a Unit for registration of transfer of any Units, the Manager shall execute and deliver, and in the case of Common Units, the Transfer Agent, if any, shall countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the Record Holder’s instructions, the same aggregate number and type of Units as were so surrendered; provided, that a transferor shall provide the address and email address for each such transferee as contemplated by Section 12.1. (b) The Company shall not recognize any transfer of Units until the transfer of the Units are recorded on the Register evidencing such Units, if any, are surrendered for registration of transfer. No charge shall be imposed by the Company for such transfer; provided, that as a condition to the issuance of any new Certificate, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed with respect thereto. (c) In the event that the Units are not evidenced by a Certificate, the Company shall not recognize any transfer of Units until it has received written documentation that the Manager, in its sole discretion, determines is sufficient to evidence the transfer of such Units. (d) By acceptance of the transfer of any Unit, each transferee of a Unit (including any nominee holder or an agent or representative acquiring such Units for the account of another Person) (i) shall be admitted to the Company as a Substitute Member with respect to the Units so transferred to such transferee when any such transfer or admission is reflected in the books and records of the Company, (ii) shall be deemed to agree to be bound by the terms of this Agreement, (iii) shall become the Record Holder of the Units so transferred, (iv) grants powers of attorney to the Manager and any Liquidator of the Company, as specified herein, and (v) makes the consents and waivers contained in this Agreement. The transfer of any Units and the admission of any new Member shall not constitute an amendment to this Agreement. (e) Notwithstanding the foregoing, so long as (i) Birgo Reiturn Fund Manager LLC, or one of its Affiliates, remains the Manager of the Company, and (ii) access to the Reiturn Fund Platform and the ability to open accounts thereon is reasonably available to potential transferees, no transfer of Units shall be valid unless the transferee has established an account on the Reiturn Fund Platform.

Registration and Transfer of Units. Subject to the restrictions on transfer and ownership limitations contained below and in Article XIII hereof: (a) The Company shall keep or cause to be kept on behalf of the Company a Register register that will provide for the registration and transfer of Units. Unless otherwise provided in any Unit Designation, a The Transfer Agent may, in the discretion of the Manager or as otherwise required by the Exchange Act, be appointed registrar and transfer agent for the purpose of registering Common Units and transfers of such Common Units as herein provided. Upon surrender of a Unit Certificate, if any, for registration of transfer of any UnitsUnits evidenced by a Certificate, the Manager shall execute and deliver, and in the case of Common Units, the Transfer Agent, if any, shall countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the Record Holder’s instructions, one or more new Certificates evidencing the same aggregate number and type of Units as were evidenced by the Certificate so surrendered; provided, provided that a transferor shall provide the address address, facsimile number and email address for each such transferee as contemplated by Section 12.111.1. (b) The Company shall not recognize any transfer of Units until the transfer of the Units are recorded on the Register Certificates evidencing such Units, if any, are surrendered for registration of transfer. No charge shall be imposed by the Company for such transfer; provided, that as a condition to the issuance of any new Certificate, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed with respect thereto. (c) In the event that the Units are not evidenced by a Certificate, the Company shall not recognize any transfer of Units until it has received written documentation that the ManagerTransfer Agent, in its sole discretion, determines is sufficient to evidence the transfer of such Units. (d) By acceptance of the transfer of any Unit, each transferee of a Unit (including any nominee holder or an agent or representative acquiring such Units for the account of another Person) (i) shall be admitted to the Company as a Substitute Member with respect to the Units so transferred to such transferee when any such transfer or admission is reflected in the books and records of the Company, (ii) shall be deemed to agree to be bound by the terms of this Agreement, (iii) shall become the Record Holder of the Units so transferred, (iv) grants powers of attorney to the Manager and any Liquidator of the Company, as specified herein, and (v) makes the consents and waivers contained in this Agreement. The transfer of any Units and the admission of any new Member shall not constitute an amendment to this Agreement. (e) Notwithstanding the foregoing, so long as (i) Birgo Reiturn Fund Manager LLC, or one of its Affiliates, remains the Manager of the Company, and (ii) access to the Reiturn Fund Platform and the ability to open accounts thereon is reasonably available to potential transferees, no transfer of Units shall be valid unless the transferee has established an account on the Reiturn Fund Platform.

Registration and Transfer of Units. Subject (a) The term “transfer,” when used in this Agreement with respect to a Unit, shall be deemed to refer to a transaction by which the restrictions on Record Holder of a Unit assigns such Unit to another Person, and includes a sale, assignment, gift, exchange or any other disposition by Law or otherwise, including any transfer and ownership limitations contained below and in Article XIII hereof:upon foreclosure of any pledge, encumbrance, hypothecation or mortgage. (ab) No Unit shall be transferred, in whole or in part, except in accordance with this Article III. To the fullest extent permitted by Law, any transfer or purported transfer of a Unit not made in accordance with this Article III, including any transfer in violation of Section 3.6, shall be null and void. (c) The Company shall keep or cause to be kept on behalf of the Company a Register that register which, subject to such reasonable regulations as the Board of Directors may prescribe and subject to Section 3.5(d), will provide for the registration and transfer of Units. Unless otherwise provided in any Unit Designation, a A Transfer Agent may, in the discretion of the Manager or as otherwise required by the Exchange Act, may be appointed registrar and transfer agent for the purpose of registering Common Units registration of and transfers of such Common Units as herein provided. Upon In the absence of manifest error, the register kept by or on behalf of the Company shall be conclusive as to the identity of the holders of Units. With respect to certificated Units issued by the Company, if any, upon surrender of a Unit Certificate for registration of transfer of any UnitsUnits evidenced by such Certificate, the Manager Company shall execute and deliver, and in the case of Common Unitscertificated Units of a class or series of Units for which a Transfer Agent has been appointed, the Transfer Agent, if any, Agent shall countersign and deliver, in the name of the holder Record Holder or the designated transferee or transferees, to the extent and as required pursuant to the Record Holder’s instructions, one or more new Certificates evidencing the same aggregate number and type of Units as were evidenced by the Certificate so surrendered; provided. In the case of any transfer of Units permitted by this Agreement, that a transferor shall provide the address and email address other contact information for each such transferee as contemplated by Section 12.114.1. (bd) The Company shall not recognize any purported transfer of Units until the transfer is registered on the books of the Transfer Agent; provided, that in the event that any Units are recorded on represented by Certificates, notwithstanding Section 5.3 or the Register registration of the transfer of such certificated Units pursuant to this Section 3.5(d), no distributions shall be paid in respect of any such transferred certificated Units until the Certificates evidencing such Units, if any, Units are surrendered for registration of transferto the Transfer Agent. No charge shall be imposed by the Company for such transfer; provided, that as a condition to the issuance of any new CertificateCertificate or the registration of any transfer, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed with respect thereto. (c) In the event that the Units are not evidenced by a Certificate, the Company shall not recognize any transfer of Units until it has received written documentation that the Manager, in its sole discretion, determines is sufficient to evidence the transfer of such Units. (de) By acceptance of the transfer of any UnitUnit in accordance with this Article III or the issuance of any Unit in accordance with this Agreement (including in a merger, consolidation or other business combination pursuant to Article XI), each transferee of a Unit (Unit, including any nominee holder or an agent or representative acquiring such Units Unit for the account of another Person) , (i) shall become the Record Holder of the Unit so transferred or issued, (ii) shall be admitted to the Company as a Substitute Member or Additional Member with respect to the Units Unit so transferred or issued to such transferee or other recipient when any such transfer or admission is reflected in the books and records of the Company, (ii) shall be deemed to agree to be bound by the terms with or without execution of this Agreement, (iii) shall become bound by the Record Holder terms of, and shall be deemed to have agreed to be bound by, this Agreement, with or without execution of the Units so transferredthis Agreement, (iv) represents that the transferee or other recipient has the capacity, power and authority to enter into this Agreement, (v) grants the powers of attorney to the Manager and any Liquidator of the Company, as specified herein, and (vvi) makes the consents consents, acknowledgements and waivers contained in this Agreement. The Neither the transfer of any Units and Unit nor the admission of any new Member shall not constitute an amendment to this Agreement. (ef) Notwithstanding No transfer of a Unit shall entitle the foregoingtransferee to share in the profits and losses, so long as to receive distributions, to receive allocations of income, gain, loss, deduction or credit or any similar item or to any other rights to which the transferor was entitled until the transferee becomes a Member pursuant to Section 3.5(e). (g) Subject to (i) Birgo Reiturn Fund Manager LLCthe foregoing provisions of this Section 3.5, or one of its Affiliates, remains the Manager of the Company, and (ii) access Section 3.4, (iii) Sections 3.6 and 3.9, (iv) with respect to any series or class of Units, the Reiturn Fund Platform provisions of any Unit Designation or amendment to this Agreement, (v) any contractual provisions binding on any Member and (vi) provisions of applicable Law, including the ability to open accounts thereon is reasonably available to potential transfereesSecurities Act, no transfer of Units shall be valid unless the transferee has established an account on the Reiturn Fund Platformfreely transferable.

Registration and Transfer of Units. Subject to the restrictions on transfer and ownership limitations contained below and in Article XIII hereof: (a) The Company Board shall keep maintain, or cause to be kept on behalf maintained, by the Transfer Agent in whole or in part, the Company Register. (b) The names and addresses of Record Holders as they appear in the Company Register, as applicable, shall be the official list of Record Holders of the Units for all purposes. The Company a Register that will provide for and the registration and transfer Board shall be entitled to recognize the Record Holder as the Member with respect to any Units and, accordingly, shall not be bound to recognize any equitable or other claim to, or interest in, such Units on the part of Units. Unless any other Person, regardless of whether the Company or the Board shall have actual or other notice thereof, except as otherwise provided by law or any applicable rule or regulation to which the Company is subject. Without limiting the foregoing, when a Person (such as a broker, dealer, bank, trust company or clearing corporation or an agent of any of the foregoing) is acting as nominee, agent or in any Unit Designationsome other representative capacity for another Person in acquiring and/or holding Units, as between the Company on the one hand, and such other Person on the other, such representative Person shall be the Member with respect to such Units upon becoming the Record Holder and have the rights and obligations of a Member hereunder as, and to the extent, provided herein, including Section 10.1(c). (c) Upon the receipt of proper Transfer Agent mayinstructions from the Record Holder of uncertificated Units and provided that the Board has not objected to such Transfer in accordance with Section 10.1, such Transfer shall be recorded in the discretion Company Register. No Transfers of Units represented by Unit Certificates shall be recognized or recorded in the Company Register until the Unit Certificates representing the Units to be transferred are surrendered for registration of transfer and are accompanied by a transfer application, duly executed by the transferee, indicating the identity of the Manager or transferee and such other information as otherwise may be required by the Exchange Act, be appointed registrar and transfer agent for Board (the purpose of registering Common Units and transfers of such Common Units as herein provided“Transfer Application”). Upon surrender of a Unit for registration of transfer of any UnitsUnits represented by Unit Certificates and receipt of a duly executed Transfer Application, the Manager shall execute and deliverappropriate Officers of the Company, and in the case of Common Units, the Transfer Agent, if anyapplicable, shall will countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to one or more new Unit Certificates evidencing the Record Holder’s instructions, the same aggregate number and type of Units as were so surrendered; provided, that a transferor shall provide the address and email address for each such transferee as contemplated by Section 12.1. (b) The Company shall not recognize any transfer of Units until the transfer of the Units are recorded on the Register evidencing such Units, if any, are surrendered for registration of transfer. No charge shall be imposed by the Company for such transfer; provided, that as a condition to the issuance of any new Certificate, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed with respect thereto. (c) In the event that the Units are not evidenced by a Certificate, the Company shall not recognize any transfer of Units until it has received written documentation that the Manager, in its sole discretion, determines is sufficient to evidence the transfer of such transferred Units. (d) By acceptance of the transfer of any Unit, each transferee of a Unit (including any nominee holder or an agent or representative acquiring such Units for the account of another Person) (i) shall be admitted to the Company as a Substitute Member with respect to the Units so transferred to such transferee when any such transfer or admission is reflected in the books and records of the Company, (ii) shall be deemed to agree to be bound by the terms of this Agreement, (iii) shall become the Record Holder of the Units so transferred, (iv) grants powers of attorney to the Manager and any Liquidator of the Company, as specified herein, and (v) makes the consents and waivers contained in this Agreement. The transfer of any Units and the admission of any new Member shall not constitute an amendment to this Agreement. (e) Notwithstanding the foregoing, so long as (i) Birgo Reiturn Fund Manager LLC, or one of its Affiliates, remains the Manager of the Company, and (ii) access to the Reiturn Fund Platform and the ability to open accounts thereon is reasonably available to potential transferees, no transfer of Units shall be valid unless the transferee has established an account on the Reiturn Fund Platform.

Registration and Transfer of Units. Subject to the restrictions on transfer and ownership limitations contained below and in Article XIII hereof: (a) The Company shall keep or cause to be kept on behalf of the Company a Register that will provide for the registration and transfer of Units. Unless otherwise provided in any Unit Designation, a Transfer Agent may, in the discretion of the Manager or as otherwise required by the Exchange Act, be appointed registrar and transfer agent for the purpose of registering Common Units and transfers of such Common Units as herein provided. Upon surrender of a Unit for registration of transfer of any Units, the Manager shall execute and deliver, and in the case of Common Units, the Transfer Agent, if any, shall countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the Record Holder’s instructions, the same aggregate number and type of Units as were so surrendered; provided, that a transferor shall provide the address and email address for each such transferee as contemplated by Section 12.1. (b) The Company shall not recognize any transfer of Units until the transfer of the Units are recorded on the Register evidencing such Units, if any, are surrendered for registration of transfer. No charge shall be imposed by the Company for such transfer; provided, that as a condition With respect to the issuance of any new the initial Certificates representing ownership of the Units and upon subsequent transfers of such Units or Certificates (if such Units are certificated) in accordance with the provisions of this Section 3.07, the Trustee shall maintain records that reflect the name and address of the holder of each Unit, the number of Units represented by each Certificate (if such Units are certificated), the date of issuance and/or transfer of each Unit or Certificate, the Company name of each transferee of a Unit or Certificate and any other such information as the Trustee shall deem necessary or advisable. All Units shall be freely transferable, but no transfer of any Unit shall be effective as against the Trustee prior to entry on the records of the Trustee upon the surrender of the Certificate or Certificates evidencing ownership of such Unit or Units (or upon compliance with the provisions of Section 3.08 hereof), or in compliance with the Trustee’s procedures for uncertificated Units and, in either case, compliance with such reasonable regulations as the Trustee may prescribe. For certificated Units, Certificates shall be presented for transfer at the principal trust office of the Trustee or at such office or agency of the Trustee as the Trustee shall maintain (and hereby agrees to maintain) in the Borough of Manhattan. The Trustee hereby appoints American Stock Transfer and Trust Company, LLC as Transfer Agent and Registrar for the transfer and registration of all Units. The Trustee may in its sole discretion remove American Stock Transfer and Trust Company, LLC as Transfer Agent and Registrar and appoint such other Transfer Agents and Registrars as it deems appropriate. No service charge shall be made by the Trustee to the transferor or transferee of a Certificate or Unit for any transfer of a Unit, but the Trustee may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed with respect thereto. (c) In in relation to such transfer. Until any such transfer, the event that Trustee may treat the holder of any Units as shown by its records as the owner of the Units are evidenced thereby and shall not be charged with notice of any claim or demand respecting such Certificate or the interest represented thereby by any other party. Any such transfer of a Unit as evidenced by a Certificatetransfer of a Certificate or evidence of transfer of Unit ownership compliant with Trustee’s procedures for uncertificated Units, shall, as to the Company Trustee, transfer to the transferee of the Certificate as of the close of business on the date of transfer all of the undivided right, title and interest of the transferor in and to the Beneficial Interest, provided that as to the Trustee a transfer of a Certificate after any Monthly Record Date shall not recognize transfer to the transferee of such Certificate the right of the transferor of the Certificate to any sum payable to the transferor as the holder of record of the Certificate on such Monthly Record Date. However, nothing stated herein shall affect the right of the Trustee to act in accordance with Sections 3.05, 3.10 and 6.14 hereof. As to matters affecting the title, ownership, warranty or transfer of Units until it has received written documentation that the ManagerUnits, in its sole discretion, determines is sufficient to evidence the transfer of such Units. (d) By acceptance Article 8 of the transfer of any Unit, each transferee of a Unit (including any nominee holder or an agent or representative acquiring such Units for the account of another Person) (i) shall be admitted to the Company as a Substitute Member Texas Uniform Commercial Code and other statutes and rules with respect to the Units so transferred to such transferee when any such transfer or admission is reflected of securities, each as adopted and then in force in the books State of Texas, shall govern and records apply. The death of any Unit Holder shall not entitle such Unit Holder’s transferee to an accounting or valuation for any purpose, but as to the Trustee, subject to the provisions of Section 3.05 hereof, the transferee of a deceased Unit Holder shall succeed to all rights of the Company, (ii) shall be deemed to agree to be bound by the terms deceased Unit Holder under this Agreement upon proper proof of this Agreement, (iii) shall become the Record Holder of the Units so transferred, (iv) grants powers of attorney title satisfactory to the Manager and any Liquidator of the Company, as specified herein, and (v) makes the consents and waivers contained in this Agreement. The transfer of any Units and the admission of any new Member shall not constitute an amendment to this AgreementTrustee. (e) Notwithstanding the foregoing, so long as (i) Birgo Reiturn Fund Manager LLC, or one of its Affiliates, remains the Manager of the Company, and (ii) access to the Reiturn Fund Platform and the ability to open accounts thereon is reasonably available to potential transferees, no transfer of Units shall be valid unless the transferee has established an account on the Reiturn Fund Platform.

Registration and Transfer of Units. Subject to the restrictions on transfer and ownership limitations contained below and in Article XIII hereofbelow: (a) The Company shall keep or cause to be kept on behalf of the Company a Register register that will provide for the registration and transfer of Units. Unless otherwise provided in any Unit Designation, a Transfer Agent may, in the discretion of the Manager or as otherwise required by the Exchange Act, be appointed registrar and transfer agent for the purpose of registering Common Units and transfers of such Common Units as herein provided. Upon surrender of a Unit Certificate for registration of transfer of any UnitsUnits evidenced by a Certificate, the Manager shall execute and deliver, and in the case of Common Units, the Transfer Agent, if any, shall countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the Record Holder’s instructions, one or more new Certificates evidencing the same aggregate number and type of Units as were evidenced by the Certificate so surrendered; provided, that a transferor shall provide the address address, facsimile number and email address for each such transferee as contemplated by Section 12.1. (b) The Company shall not recognize any transfer of Units until the transfer of the Units are recorded on the Register Certificates evidencing such Units, if any, are surrendered for registration of transfer. No charge shall be imposed by the Company for such transfer; provided, that as a condition to the issuance of any new Certificate, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed with respect thereto. (c) In the event that the Units are not evidenced by a Certificate, the Company shall not recognize any transfer of Units until it has received written documentation that the Manager, in its sole discretion, determines is sufficient to evidence the transfer of such Units. (d) By acceptance of the transfer of any Unit, each transferee of a Unit (including any nominee holder or an agent or representative acquiring such Units Unit for the account of another Person) (i) shall be admitted to the Company as a Substitute Member with respect to the Units so transferred to such transferee when any such transfer or admission is reflected in the books and records of the Company, (ii) shall be deemed to agree to be bound by the terms of this Agreement, (iii) shall become the Record Holder of the Units so transferred, (iv) grants powers of attorney to the Manager and any Liquidator of the Company, as specified herein, and (v) makes the consents and waivers contained in this Agreement. The transfer of any Units and the admission of any new Member shall not constitute an amendment to this Agreement. (e) Notwithstanding the foregoing, so long as (i) Birgo Reiturn Fund Manager LLC, or one of its Affiliates, remains the Manager of the Company, and (ii) access to the Reiturn Fund Platform and the ability to open accounts thereon is reasonably available to potential transferees, no transfer of Units shall be valid unless the transferee has established an account on the Reiturn Fund Platform.

Registration and Transfer of Units. Subject With respect to the restrictions on issuance of the initial Certificates representing ownership of the Units (including Certificates issued pursuant to Section 2.04 hereof) and upon subsequent transfer of such Certificates in accordance with the provisions of this Section 3.06, the Trustee shall maintain records that reflect the name and ownership limitations contained below address of the holder of each Certificate, the number of Units represented by each Certificate, the date of issuance and/or transfer of each Certificate, the name of each transferee of a Certificate and any other such information as the Trustee shall deem necessary or advisable. Until the Units have been registered under the Securities Act of 1933, as amended (the "Act"), and qualified under the securities laws of the various states in Article XIII hereof: which qualification is required, the Units may not be transferred except pursuant to the provisions of Rule 144 or, if adopted, Rule 144A under the Act or another exemption from registration under the Act, provided that prior to any such proposed transfer (a) The Company shall keep or cause other than a transfer to an affiliated company), the holder of the Trust Units to be kept on behalf transferred shall give written notice to the Company and the Trustee of such holder's intention to effect such transfer, which notice shall be accompanied by an unqualified written opinion of legal counsel, which counsel (who the Company and the Trustee acknowledge may be counsel in the employ of the transferring Unit Holder) and opinion (in form, scope and substance) shall be reasonably satisfactory to the Company and the Trustee, to the effect that the proposed transfer of such Trust Units may be effected without registration under the Act and applicable state securities laws. Further, until the requirements of clauses (i), (ii), (iii) and (iv) of Section 1.20 have been satisfied (and for purposes of this agreement, such requirements shall be deemed to be satisfied simultaneously with the delivery of the opinion required by clause (iv) of Section 1.20), the Units may not be transferred unless the Trustee shall have received a Register that will provide written instrument from the proposed transferee evidencing its agreement with respect to the matters described in clauses (i), (ii), (iii) and (iv) of the last paragraph of Section 2.04 hereof (applied without regard to whether the Units were originally acquired in connection with an Additional Conveyance or the Initial Conveyance). Except as set forth in the preceding sentences of this paragraph and as set forth in Section 2.04 hereof, all Units shall be freely transferable, but (except as otherwise provided in Section 6.12 hereof) no transfer of any Unit shall be effective as against the Trustee prior to entry on the records of the Trustee upon the surrender of the Certificate or Certificates evidencing ownership of such Unit or Units (or upon compliance with the provisions of Section 3.07 hereof) and compliance with such reasonable regulations and requirements, including but not limited to such instruments of transfer, including signature guarantees of a broker or bank located, or having a correspondent located, within New York City, as the Trustee may prescribe. Certificates shall be presented for transfer at the principal corporate trust office of The Bank of New York or at such office or agency of the Trustee as the Trustee shall maintain (and hereby agrees to maintain) in the Borough of Manhattan, in the event the Units are listed on any stock exchange. The Trustee hereby appoints The Bank of New York as Transfer Agent and Registrar for the registration and of transfer of Units. Unless otherwise provided The Trustee may in any Unit Designation, a its sole discretion remove The Bank of New York as Transfer Agent may, in the discretion of the Manager and Registrar and appoint such one or more other Transfer Agents and Registrars as otherwise required it deems appropriate. No service charge will be made by the Exchange Act, be appointed registrar and Trustee to the transferor or transferee of a Certificate for any transfer agent for the purpose of registering Common Units and transfers of such Common Units as herein provided. Upon surrender of a Unit for registration of transfer of any Units, the Manager shall execute and deliver, and in the case of Common Units, the Transfer Agent, if any, shall countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the Record Holder’s instructions, the same aggregate number and type of Units as were so surrendered; provided, that a transferor shall provide the address and email address for each such transferee as contemplated by Section 12.1. (b) The Company shall not recognize any transfer of Units until the transfer of the Units are recorded on the Register evidencing such Units, if any, are surrendered for registration of transfer. No charge shall be imposed evidenced by the Company for such transfer; provided, that as a condition to the issuance of any new transferred Certificate, but the Company Trustee may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation to such transfer. Until any such transfer, the Trustee may treat the holder of any Certificate as shown by its records as the owner of the Units evidenced thereby and shall not be charged with respect thereto. (c) In notice of any claim or demand respecting such Certificate or the interest represented thereby by any other party. Any such transfer of a Unit as evidenced by a transfer of a Certificate shall, as to the Trustee, transfer to the transferee of the Certificate as of the close of business on the date of transfer all of the undivided right, title and interest of the transferor in and to the Beneficial Interest, provided that, as to the Trustee, a transfer of a Certificate after any Quarterly Record Date shall not transfer to the transferee of such Certificate the right of the transferor of the Certificate to any sum payable to the transferor as the holder of record of the Certificate on such Quarterly Record Date. However, nothing stated herein shall affect the right of the Trustee to act in accordance with Sections 3.07 and 6.12 hereof. Notwithstanding the foregoing, in the event that the Units are not evidenced by Trust receives an amount which will comprise, in whole or in part, a CertificateQuarterly Income Amount on a day other than a Quarterly Record Date, the Company Trustee may notify Unit Holders of the fact of such receipt by any means, including a press release, which the Trustee deems appropriate in the circumstances. As to matters affecting the title, ownership, warranty or transfer of Certificates, Article 8 of the Uniform Commercial Code, the Uniform Act for Simplification of Fiduciary Security Transfers and other statutes and rules with respect to the transfer of securities, each as adopted and then in force in the State of Delaware, shall govern and apply. The death of any Unit Holder shall not recognize entitle such Unit Holder's transferee to an accounting or valuation for any purpose, but as to the Trustee, the transferee of a deceased Unit Holder shall succeed to all rights of the deceased Unit Holder under this Agreement upon proper proof of title satisfactory to the Trustee. Upon the Trustee's receipt of written notice of the death of a Unit Holder, the Trustee may refuse to effect the transfer of any Units held by such deceased Unit Holder until it has received written documentation that the Managersatisfactory evidence of compliance with all tax, in its sole discretion, determines is sufficient to evidence the transfer probate and other requirements of such Unitsapplicable law. (d) By acceptance of the transfer of any Unit, each transferee of a Unit (including any nominee holder or an agent or representative acquiring such Units for the account of another Person) (i) shall be admitted to the Company as a Substitute Member with respect to the Units so transferred to such transferee when any such transfer or admission is reflected in the books and records of the Company, (ii) shall be deemed to agree to be bound by the terms of this Agreement, (iii) shall become the Record Holder of the Units so transferred, (iv) grants powers of attorney to the Manager and any Liquidator of the Company, as specified herein, and (v) makes the consents and waivers contained in this Agreement. The transfer of any Units and the admission of any new Member shall not constitute an amendment to this Agreement. (e) Notwithstanding the foregoing, so long as (i) Birgo Reiturn Fund Manager LLC, or one of its Affiliates, remains the Manager of the Company, and (ii) access to the Reiturn Fund Platform and the ability to open accounts thereon is reasonably available to potential transferees, no transfer of Units shall be valid unless the transferee has established an account on the Reiturn Fund Platform.

Registration and Transfer of Units. Subject to the restrictions on transfer and ownership limitations contained below and in Article XIII hereof: (a) The Company shall keep or cause to be kept on behalf of the Company a Register that will provide for the registration and transfer of Units. Unless otherwise provided in any Unit Designation, a Transfer Agent may, in the discretion of the Manager or as otherwise required by the Exchange Act, be appointed registrar and transfer agent for the purpose of registering Common Units and transfers of such Common Units as herein provided. Upon surrender of a Unit for registration of transfer of any Units, the Manager shall execute and deliver, and in the case of Common Units, the Transfer Agent, if any, shall countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the Record Holder’s instructions, the same aggregate number and type of Units as were so surrendered; provided, that a transferor shall provide the address and email address for each such transferee as contemplated by Section 12.1. (b) The Company shall not recognize any transfer of Units until the transfer of the Units are recorded on the Register evidencing such Units, if any, are surrendered for registration of transfer. No charge shall be imposed by the Company for such transfer; provided, that as a condition to the issuance of any new Certificate, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed with respect thereto. (c) In the event that the Units are not evidenced by a Certificate, the Company shall not recognize any transfer of Units until it has received written documentation that the Manager, in its sole discretion, determines is sufficient to evidence the transfer of such Units. (d) By acceptance of the transfer of any Unit, each transferee of a Unit (including any nominee holder or an agent or representative acquiring such Units for the account of another Person) (i) shall be admitted to the Company as a Substitute Member with respect to the Units so transferred to such transferee when any such transfer or admission is reflected in the books and records of the Company, (ii) shall be deemed to agree to be bound by the terms of this Agreement, (iii) shall become the Record Holder of the Units so transferred, (iv) grants powers of attorney to the Manager and any Liquidator of the Company, as specified herein, and (v) makes the consents and waivers contained in this Agreement. The transfer of any Units and the admission of any new Member shall not constitute an amendment to this Agreement. (e) Notwithstanding the foregoing, so long as (i) Birgo Reiturn Fund REITURN Manager LLC, or one of its Affiliates, remains the Manager of the Company, and (ii) access to the Reiturn Fund Platform [Birgo REITURN Platform] and the ability to open accounts thereon is reasonably available to potential transferees, no transfer of Units shall be valid unless the transferee has established an account on the Reiturn Fund [Birgo REITURN Platform].

Registration and Transfer of Units. Subject (a) No Unit shall be Transferred, in whole or in part, except in accordance with the terms and conditions set forth in this Article III. Any Transfer or purported Transfer of a Unit not made in accordance with this Article III shall be null and void, and the Company shall have no obligation to the restrictions on transfer and ownership limitations contained below and in Article XIII hereof:effect or recognize any such Transfer or purported Transfer. (ab) The Company shall keep or cause to be kept on its behalf of the Company a Register register that will provide for the registration and transfer Transfer of Units. Unless otherwise provided in any Unit Designation, a The Transfer Agent may, in the discretion of the Manager or as otherwise required by the Exchange Act, be is hereby appointed registrar and transfer agent for the purpose of registering Common Units and transfers Transfers of such Common Units as herein provided. Upon surrender In the absence of a Unit for registration of transfer of any Unitsmanifest error, the Manager register kept by Transfer Agent shall execute and deliver, and in be conclusive as to the case of Common Units, the Transfer Agent, if any, shall countersign and deliver, in the name identity of the holder or the designated transferee or transferees, as required pursuant to the Record Holder’s instructions, the same aggregate number and type Holders of Units as were so surrendered; provided, that a transferor shall provide the address and email address for each such transferee as contemplated by Section 12.1Units. (bc) Upon the receipt by the Transfer Agent of proper Transfer instructions from the Record Holder of uncertificated Units, such Transfer shall be recorded in the register. (d) The Company shall not recognize any transfer purported Transfer of Units evidenced by Certificates until the transfer of the Units are recorded on the Register Certificates evidencing such Units, if any, Units are surrendered for registration of transferTransfer. No charge shall be imposed by the Company for such transferTransfer; provided, that as a condition to the issuance of any new Certificate, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed with respect thereto. thereto and any other expenses (cincluding the fees and expenses of the Transfer Agent) In the event that the reasonably connected therewith. Upon surrender of a Certificate for registration of Transfer of any Units are not evidenced by a Certificate, the appropriate Officers of the Company or the Manager shall not recognize any transfer execute and deliver, and the Transfer Agent shall countersign and deliver, in the name of the Record Holder or the designated transferee or transferees, as required pursuant to the Record Holder’s instructions, one or more new Certificates evidencing the same aggregate number and type of Units until it has received written documentation that as were evidenced by the ManagerCertificate so surrendered. Upon the proper surrender of a Certificate, such Transfer shall be recorded in its sole discretion, determines is sufficient to evidence the transfer of such Unitsregister. (de) By acceptance of the transfer Transfer of any UnitUnit in accordance with this Article III or the issuance of any Unit in accordance with this Agreement (including in a merger, consolidation or other business combination pursuant to Article X), each transferee of a Unit (Unit, including any nominee holder or an agent or representative acquiring such Units for the account of another Person) , shall (i) shall become the Record Holder of the Unit so Transferred or issued, (ii) be admitted to the Company as a Substitute Member or Additional Member with respect to the Units so transferred Transferred or issued to such transferee or other recipient when any such transfer Transfer or admission is reflected in the books and records register of the Company, with or without execution of this Agreement, (iiiii) shall become bound by, and be deemed to agree to be bound by by, the terms of this Agreement, (iii) shall become the Record Holder with or without execution of the Units so transferredthis Agreement, (iv) grants powers be deemed to represent that such transferee or other recipient has the capacity, power and authority to enter into this Agreement, (v) be deemed to ▇▇▇▇▇ ▇▇▇▇▇▇ of attorney to the Chief Executive Officer, the Manager and any Liquidator of the Company, as specified herein, and (vvi) makes the consents be deemed to make any consents, acknowledgments and waivers contained in this Agreement. The transfer Transfer of any Units and the admission of any new Member shall not constitute an amendment to this Agreement. (ef) Notwithstanding Nothing contained in this Agreement shall be construed to prevent or limit a disposition by any stockholder, member, partner or other owner of any Member of any or all of such Person’s shares of stock, membership interests, partnership interests or other ownership interests in such Member, and the foregoing, so long as term “transfer” shall not include any such disposition. (g) Subject to (i) Birgo Reiturn Fund Manager LLCthe foregoing provisions of this Section 3.11, (ii) Section 3.10 and Section 3.12, (iii) with respect to any class or one series of its AffiliatesUnits, remains the Manager provisions of the Companyany Unit Designation or amendment to this Agreement establishing such class or series, (iv) any contractual provisions binding on any Member, and (iiv) access to provisions of applicable law, including the Reiturn Fund Platform and Securities Act, the ability to open accounts thereon is reasonably available to potential transferees, no transfer of Units shall be valid unless the transferee has established an account on the Reiturn Fund Platformfreely Transferable.

Registration and Transfer of Units. Subject to the restrictions on transfer and ownership limitations contained below and in Article XIII hereof: (a) The Company shall keep keep, or cause the Transfer Agent or another Person to be kept keep on behalf of the Company, a register in which, subject to such reasonable regulations as it may prescribe and subject to the provisions of Section 10.3(b), the Company a Register that will provide for the registration and transfer Transfer of Units. Unless otherwise provided in any Unit Designation, a Transfer Agent may, The Company shall not recognize Transfers of Certificates evidencing Units unless such Transfers are effected in the discretion of the Manager or as otherwise required by the Exchange Act, be appointed registrar and transfer agent for the purpose of registering Common Units and transfers of such Common Units as herein provided. Upon surrender of a Unit for registration of transfer of any Units, the Manager shall execute and deliver, and manner described in the case of Common Units, the Transfer Agent, if any, shall countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the Record Holder’s instructions, the same aggregate number and type of Units as were so surrendered; provided, that a transferor shall provide the address and email address for each such transferee as contemplated by this Section 12.110.3. (b) The Company shall not recognize any transfer Transfer of Units evidenced by Certificates until the transfer of the Units are recorded on the Register Certificates evidencing such Units, if any, Units are surrendered for registration of transferTransfer. No charge shall be imposed by the Company for such transferTransfer; provided, that that, as a condition to the issuance of any new CertificateCertificate under this Section 10.3, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed with respect thereto. Upon surrender of a Certificate for registration of Transfer of any Units evidenced by a Certificate, and subject to the provisions of this Section 10.3(b), the appropriate officers of the Company shall execute and deliver, and in the case of Certificates evidencing Units for which a Transfer Agent has been appointed, the Transfer Agent shall countersign and deliver, in the name of the Record Holder or the designated Transferee or Transferees, as required pursuant to the Record Holder’s instructions, one or more new Certificates evidencing the same aggregate number and type of Units as was evidenced by the Certificate so surrendered. (c) In Upon the event that receipt of proper Transfer instructions from a Record Holder of uncertificated Units, such uncertificated Units shall be cancelled, issuance of new equivalent uncertificated Units or Certificates shall be made to the Units are not evidenced by a Certificate, the Company shall not recognize any transfer of Units until it has received written documentation that the Manager, in its sole discretion, determines is sufficient to evidence the transfer Transferee of such UnitsUnits and the transaction shall be recorded upon the Company’s register. (d) A Person may not become a Member until such Person is reflected in the books and records of the Company as the Record Holder of a Unit, but any such Person may become a Member or a Record Holder of a Unit without the consent or approval of any of the Members. By acceptance of the transfer Transfer of any UnitUnits in accordance with Article X, or accepting any Units issued pursuant to Article IV or pursuant to a merger, consolidation or conversion pursuant to Article XIII, and except as provided in Section 10.5, each transferee Transferee of a Unit (including any nominee holder or an agent or representative acquiring such Units for the account of another Person) ) (i) shall be admitted to the Company as a Substitute Member with respect to the Units so transferred Transferred to such transferee Transferee when any such transfer Transfer or admission is reflected in the books and records of the CompanyCompany and such Transferee becomes the Record Holder of the Units so Transferred, (ii) shall become bound, and shall be deemed to agree have agreed to be bound bound, by the terms of this Agreement, (iii) shall become represents that such Transferee has the Record Holder of the Units so transferredcapacity, power and authority to enter into this Agreement, (iv) grants powers of attorney to the Manager Officers of the Company and any Liquidator of the Company, as specified hereinCompany to effect the provisions of this Article X, and (v) makes the consents representations, consents, acknowledgements and waivers contained in this Agreement, all with or without execution of this Agreement by such Person. The transfer Transfer of any Units and the admission of any new Member shall not constitute an amendment to this Agreement. (e) Notwithstanding Any Transfer of a Unit shall not entitle the foregoing, so long as (i) Birgo Reiturn Fund Manager LLC, Transferee to receive distributions or one of its Affiliates, remains to any other rights to which the Manager of Transferor was entitled until the Company, and (ii) access Transferee becomes a Member pursuant to the Reiturn Fund Platform and the ability to open accounts thereon is reasonably available to potential transferees, no transfer of Units shall be valid unless the transferee has established an account on the Reiturn Fund PlatformSection 10.3(d).

Registration and Transfer of Units. Subject (a) No Unit shall be Transferred, in whole or in part, except in accordance with the terms and conditions set forth in this Article III. Any Transfer or purported Transfer of a Unit not made in accordance with this Article III shall be null and void, and the Company shall have no obligation to the restrictions on transfer and ownership limitations contained below and in Article XIII hereof:effect or recognize any such Transfer or purported Transfer. (ab) The Company shall keep or cause to be kept on its behalf of the Company a Register register that will provide for the registration and transfer Transfer of Units. Unless otherwise provided in any Unit Designation, a The Transfer Agent may, in the discretion of the Manager or as otherwise required by the Exchange Act, be is hereby appointed registrar and transfer agent for the purpose of registering Common registration of the Class A Units and transfers Transfers of such Common Class A Units as herein provided. Upon surrender In the absence of a Unit for registration of transfer of any Unitsmanifest error, the Manager register kept by Transfer Agent shall execute and deliver, and in be conclusive as to the case of Common Units, the Transfer Agent, if any, shall countersign and deliver, in the name identity of the holder or the designated transferee or transferees, as required pursuant to the Record Holder’s instructions, the same aggregate number and type Holders of Units as were so surrendered; provided, that a transferor shall provide the address and email address for each such transferee as contemplated by Section 12.1Class A Units. (bc) Upon the receipt by the Transfer Agent of proper Transfer instructions from the Record Holder of uncertificated Class A Units, such Transfer shall be recorded in the register. (d) The Company shall not recognize any transfer purported Transfer of Units evidenced by Certificates until the transfer of the Units are recorded on the Register Certificates evidencing such Units, if any, Units are surrendered for registration of transferTransfer. No charge shall be imposed by the Company for such transferTransfer; provided, that as a condition to the issuance of any new Certificate, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed with respect thereto. thereto and any other expenses (cincluding the fees and expenses of the Transfer Agent) In the event that the reasonably connected therewith. Upon surrender of a Certificate for registration of Transfer of any Units are not evidenced by a Certificate, the appropriate officers of the Company or the Manager shall not recognize any transfer execute and deliver, and the Transfer Agent shall countersign and deliver, in the name of the Record Holder or the designated transferee or transferees, as required pursuant to the Record Holder’s instructions, one or more new Certificates evidencing the same aggregate number and type of Units until it has received written documentation that as were evidenced by the ManagerCertificate so surrendered. Upon the proper surrender of a Certificate, such Transfer shall be recorded in its sole discretion, determines is sufficient to evidence the transfer of such Unitsregister. (de) By acceptance of the transfer Transfer of any UnitUnit in accordance with this Article III or the issuance of any Unit in accordance with this Agreement (including in connection with any Investment or in a merger, consolidation or other business combination pursuant to Article X), each transferee of a Unit (Unit, including any nominee holder or an agent or representative acquiring such Units for the account of another Person) , shall (i) shall become the Record Holder of the Unit so Transferred or issued, (ii) be admitted to the Company as a Substitute Member or Additional Member with respect to the Units so transferred Transferred or issued to such transferee or other recipient when any such transfer Transfer or admission is reflected in the books and records register of the Company, with or without execution of this Agreement, (iiiii) shall become bound by, and be deemed to agree to be bound by by, the terms of this Agreement, (iii) shall become the Record Holder with or without execution of the Units so transferredthis Agreement, (iv) grants powers be deemed to represent that such transferee or other recipient has the capacity, power and authority to enter into this Agreement, (v) be deemed to g▇▇▇▇ ▇▇▇▇▇▇ of attorney to the Chief Executive Officer, the Manager and any Liquidator of the Company, as specified herein, and (vvi) makes the consents be deemed to make any consents, acknowledgments and waivers contained in this Agreement. The transfer Transfer of any Units and the admission of any new Substitute Member or Additional Member shall not constitute an amendment to this Agreement. (ef) Notwithstanding Nothing contained in this Agreement shall be construed to prevent or limit a disposition by any stockholder, member, partner or other owner of any Member of any or all of such Person’s shares of stock, membership interests, partnership interests or other ownership interests in such Member, and the foregoing, so long as term “transfer” shall not include any such disposition. (g) Subject to (i) Birgo Reiturn Fund Manager LLCthe foregoing provisions of this Section 3.11, (ii) Section 3.10 and Section 3.12, (iii) with respect to any class or one series of its AffiliatesUnits, remains the Manager provisions of the Companyany Unit Designation or amendment to this Agreement establishing such class or series, (iv) any contractual provisions binding on any Member, and (iiv) access to provisions of applicable law, including the Reiturn Fund Platform and Securities Act, the ability to open accounts thereon is reasonably available to potential transferees, no transfer of Units shall be valid unless the transferee has established an account on the Reiturn Fund Platformfreely Transferable.

Registration and Transfer of Units. Subject to the restrictions on transfer and ownership limitations contained below and in Article XIII hereof: (a) The Company shall keep keep, or cause the Transfer Agent or another Person to be kept keep on behalf of the Company, a register in which, subject to such reasonable regulations as it may prescribe and subject to the provisions of Section 10.3(b), the Company a Register that will provide for the registration and transfer Transfer of Units. Unless otherwise provided in any Unit Designation, a Transfer Agent may, The Company shall not recognize Transfers of Certificates evidencing Units unless such Transfers are effected in the discretion of the Manager or as otherwise required by the Exchange Act, be appointed registrar and transfer agent for the purpose of registering Common Units and transfers of such Common Units as herein provided. Upon surrender of a Unit for registration of transfer of any Units, the Manager shall execute and deliver, and manner described in the case of Common Units, the Transfer Agent, if any, shall countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the Record Holder’s instructions, the same aggregate number and type of Units as were so surrendered; provided, that a transferor shall provide the address and email address for each such transferee as contemplated by this Section 12.110.3. (b) The Company shall not recognize any transfer Transfer of Units evidenced by Certificates until the transfer of the Units are recorded on the Register Certificates evidencing such Units, if any, Units are surrendered for registration of transferTransfer. No charge shall be imposed by the Company for such transferTransfer; provided, that that, as a condition to the issuance of any new CertificateCertificate under this Section 10.3, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed with respect thereto. Upon surrender of a Certificate for registration of Transfer of any Units evidenced by a Certificate, and subject to the provisions of this Section 10.3(b), the appropriate officers of the Company shall execute and deliver, and in the case of Certificates evidencing Units for which a Transfer Agent has been appointed, the Transfer Agent shall countersign and deliver, in the name of the Record Holder or the designated Transferee or Transferees, as required pursuant to the Record Holder’s instructions, one or more new Certificates evidencing the same aggregate number and type of Units as was evidenced by the Certificate so surrendered. (c) In Upon the event that receipt of proper Transfer instructions from a Record Holder of uncertificated Units, such uncertificated Units shall be cancelled, issuance of new equivalent uncertificated Units or Certificates shall be made to the Units are not evidenced by a Certificate, the Company shall not recognize any transfer of Units until it has received written documentation that the Manager, in its sole discretion, determines is sufficient to evidence the transfer Transferee of such UnitsUnits and the transaction shall be recorded upon the Company’s register. (d) A Person may not become a Member until such Person is reflected in the books and records of the Company as the Record Holder of a Unit, but any such Person may become a Member or a Record Holder of a Unit without the consent or approval of any of the Members. By acceptance of the transfer Transfer of any UnitUnits in accordance with Article X, or accepting any Units issued pursuant to Article IV or pursuant to a merger, consolidation or conversion pursuant to Article XIII, and except as provided in Section 10.5, each transferee Transferee of a Unit (including any nominee holder or an agent or representative acquiring such Units for the account of another Person) (i) shall be admitted to the Company as a Substitute Member with respect to the Units so transferred Transferred to such transferee Transferee when any such transfer Transfer or admission is reflected in the books and records of the CompanyCompany and such Transferee becomes the Record Holder of the Units so Transferred, (ii) shall become bound, and shall be deemed to agree have agreed to be bound bound, by the terms of this Agreement, (iii) shall become represents that such Transferee has the Record Holder of the Units so transferredcapacity, power and authority to enter into this Agreement, (iv) grants powers of attorney to the Manager Officers of the Company and any Liquidator of the Company, as specified hereinCompany to effect the provisions of this Article X, and (v) makes the consents representations, consents, acknowledgements and waivers contained in this Agreement, all with or without execution of this Agreement by such Person. The transfer Transfer of any Units and the admission of any new Member shall not constitute an amendment to this Agreement. (e) Notwithstanding Any Transfer of a Unit shall not entitle the foregoing, so long as (i) Birgo Reiturn Fund Manager LLC, Transferee to receive distributions or one of its Affiliates, remains to any other rights to which the Manager of Transferor was entitled until the Company, and (ii) access Transferee becomes a Member pursuant to the Reiturn Fund Platform and the ability to open accounts thereon is reasonably available to potential transferees, no transfer of Units shall be valid unless the transferee has established an account on the Reiturn Fund PlatformSection 10.3(d).

Registration and Transfer of Units. Subject to the restrictions on transfer and ownership limitations contained below and in Article XIII hereof: (a) The Company shall keep or shall cause the Transfer Agent to be kept keep on behalf of the Company a Register that register that, subject to such reasonable regulations as it may prescribe and subject to the provisions of Section 11.2, this Section 11.3 and Sections 11.5, 11.6 and 11.7, will provide for the registration and transfer Transfer of UnitsUnits and the Class Member Percentage held by each Member. Unless otherwise provided in any Unit Designation, a The Transfer Agent may, in the discretion of the Manager or as otherwise required by the Exchange Act, be is hereby appointed registrar and transfer agent for the purpose purposes of registering Common Units and transfers Transfer of such Common Units as herein provided. Upon surrender of a Unit for registration of transfer of any Units, the Manager shall execute and deliver, and in the case of Common Units, the Transfer Agent, if any, shall countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the Record Holder’s instructions, the same aggregate number and type of Units as were so surrendered; provided, that a transferor shall provide the address and email address for each such transferee as contemplated by Section 12.1. (b) The Company shall not recognize any transfer of Units until the transfer of the Units are recorded on the Register evidencing such Units, if any, are surrendered for registration of transfer. No charge shall be imposed by the Company for such transfer; provided, that as a condition to the issuance of any new Certificate, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed with respect thereto. (c) In the event that the Units are not evidenced by a Certificate, the Company shall not recognize any transfer of Units until it has received written documentation that the Manager, in its sole discretion, determines is sufficient to evidence the transfer of such Units. (d) By acceptance of the transfer Transfer of any UnitUnits, each transferee of a Unit such Units (including any nominee holder or an agent or representative acquiring such Units for the account of another Person) (i) shall be admitted to the Company as a Substitute Member with respect to the Units so transferred Transferred to such transferee Person when any such transfer Transfer or admission is reflected in the books and records of the Company, with or without execution of this Agreement, (ii) shall be deemed to agree to be bound by the terms of of, and shall be deemed to have executed, this Agreement, (iii) shall become the a Record Holder of the Units so transferredTransferred, (iv) represents that the transferee has the capacity, power and authority to enter into this Agreement, (v) grants powers of attorney to the Manager and any Liquidator Officers of the Company to Transfer such Units on the books of the Company, as specified herein, and (vvi) makes the consents and waivers contained in this Agreement. The transfer Transfer of any Units and the admission of any new Member shall not constitute an amendment to this AgreementAgreement except as provided in Article XII and Section 14.1(b)(ii). No charge shall be imposed by the Company for the Transfer of Units. (ec) Notwithstanding the foregoingAll out-of-pocket costs and expenses, so long as (i) Birgo Reiturn Fund Manager LLC, taxes or one other governmental charges incurred by a Member in connection with any Transfer by a Member of its Affiliates, remains the Manager all or a part of the Company, and (ii) access to the Reiturn Fund Platform and the ability to open accounts thereon is reasonably available to potential transferees, no transfer of such Member’s Units shall be valid borne by such Member unless otherwise approved by the transferee has established an account on the Reiturn Fund PlatformBoard.

Registration and Transfer of Units. Subject to the restrictions on transfer and ownership limitations contained below and in Article XIII hereof: (a) The Company General Partner shall keep or cause to be kept on behalf of the Company Partnership a Register that register in which, subject to such reasonable regulations as it may prescribe and subject to the provisions of Section 4.5(b), the General Partner will provide for the registration and transfer of Units. Unless otherwise provided in any Unit Designation, a The Transfer Agent may, in the discretion of the Manager or as otherwise required by the Exchange Act, be is hereby appointed registrar and transfer agent for the purpose of registering Common Units and transfers of such Common Units as herein provided. The Partnership shall not recognize transfers of Certificates representing Units unless such transfers are effected in the manner described in this Section 4.5. Upon surrender of a Unit for registration of transfer of any UnitsUnits evidenced by a Certificate, and subject to the provisions of Section 4.5(b), the Manager appropriate officers of the General Partner on behalf of the Partnership shall execute and deliverexecute, and in the case of Common Units, the Transfer Agent, if any, Agent shall countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the Record Holderholder’s instructions, one or more new Certificates evidencing the same aggregate number and type of Units as were was evidenced by the Certificate so surrendered; provided, that a transferor shall provide the address and email address for each such transferee as contemplated by Section 12.1. (b) The Company Except as otherwise provided in Section 4.9, the Partnership shall not recognize any transfer of Units until the transfer of the Units are recorded on the Register Certificates evidencing such Units, if any, Units are surrendered for registration of transfertransfer and such Certificates are accompanied by a Transfer Application duly executed by the transferee (or the transferee’s attorney-in-fact duly authorized in writing). No charge shall be imposed by the Company Partnership for such transfer; provided, that as a condition to the issuance of any new CertificateCertificate under this Section 4.5, the Company Partnership may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed with respect thereto. (c) In Upon the event that proper transfer instructions from the registered owner of uncertificated Common Units, such uncertificated Common Units are not evidenced by a Certificateshall be cancelled, issuance of new equivalent uncertificated Common Units or Certificates shall be made to the Company holder of Common Units entitled thereto and the transaction shall not recognize any transfer be recorded upon the books of Units until it has received written documentation that the Manager, in its sole discretion, determines is sufficient to evidence the transfer of such UnitsPartnership. (d) By acceptance of the transfer of any Unit, each transferee of a Unit (including any nominee holder or an agent or representative acquiring such Units for the account of another Person) (i) shall may be admitted to the Company as a Substitute Member with respect to the Units so transferred to such transferee when any such transfer or admission is reflected only in the books and records of the Company, (ii) shall be deemed to agree to be bound by the terms of this Agreement, (iii) shall become the Record Holder of the Units so transferred, (iv) grants powers of attorney to the Manager and any Liquidator of the Company, as specified herein, and (v) makes the consents and waivers contained manner described in this AgreementSection 4.5. The transfer of any Units and the admission of any new Member Partner shall not constitute an amendment to this Agreement. (e) Notwithstanding Until admitted as a Substituted Limited Partner pursuant to Section 10.2, the foregoingRecord Holder of a Unit shall be an Assignee in respect of such Unit. Limited Partners may include custodians, so long as nominees or any other individual or entity in its own or any representative capacity. (f) A transferee who has completed and delivered a Transfer Application shall be deemed to have (i) Birgo Reiturn Fund Manager LLCrequested admission as a Substituted Limited Partner, or one of its Affiliates, remains the Manager of the Company, and (ii) access agreed to the Reiturn Fund Platform comply with and the ability be bound by and to open accounts thereon is reasonably available to potential transfereeshave executed this Agreement, no transfer of Units shall be valid unless the (iii) represented and warranted that such transferee has established the right, power and authority and, if an account on individual, the Reiturn Fund Platformcapacity to enter into this Agreement, (iv) granted the powers of attorney set forth in this Agreement and (v) given the consents and approvals and made the waivers contained in this Agreement. (g) The General Partner shall have the right at any time to transfer its Common Units to one or more Persons.

Registration and Transfer of Units. Subject to the restrictions on transfer and ownership limitations contained below and in Article XIII hereof: (a) The Company Partnership shall keep or cause to be kept on behalf of the Company Partnership a Register that register in which, subject to such reasonable regulations as it may prescribe and subject to the provisions of Section 4.5(b), the Partnership will provide for the registration and transfer of Units. Unless otherwise provided in any Unit Designation, a The Transfer Agent may, in the discretion of the Manager or as otherwise required by the Exchange Act, be is hereby appointed registrar and transfer agent for the purpose of registering Common Units and transfers of such Common Units as herein provided. The Partnership shall not recognize transfers of Certificates representing Units unless such transfers are effected in the manner described in this Section 4.5. Upon surrender of a Unit for registration of transfer of any UnitsUnits evidenced by a Certificate, and subject to the provisions of Section 4.5(b), the Manager appropriate officers on behalf of the Partnership shall execute and deliverexecute, and in the case of Common Units, the Transfer Agent, if any, Agent shall countersign and deliverdeliver (or, in the case of Common Units issued in global form, register in accordance with the rules and regulations of the Depositary), in the name of the holder or the designated transferee or transferees, as required pursuant to the Record Holderholder’s instructions, one or more new Certificates evidencing the same aggregate number and type of Units as were was evidenced by the Certificate so surrendered; provided, that a transferor shall provide the address and email address for each such transferee as contemplated by Section 12.1. (b) The Company Except as otherwise provided in Section 4.10, the Partnership shall not recognize any transfer of Units until the transfer of the Units are recorded on the Register Certificates evidencing such Units, if any, Units are surrendered for registration of transfertransfer and such Certificates are accompanied by a Transfer Application duly executed by the transferee (or the transferee’s attorney-in-fact duly authorized in writing). No charge shall be imposed by the Company Partnership for such transfer; provided, that as a condition to the issuance of any new CertificateCertificate under this Section 4.5, the Company Partnership may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed with respect thereto. (c) In the event that the Units are not evidenced by a Certificate, the Company shall not recognize any transfer of Units until it has received written documentation that the Manager, in its sole discretion, determines is sufficient to evidence the transfer of such Units. (d) By acceptance of the transfer of any Unit, each transferee of a Unit (including any nominee holder or an agent or representative acquiring such Units for the account of another Person) (i) shall may be admitted to the Company as a Substitute Member with respect to the Units so transferred to such transferee when any such transfer or admission is reflected only in the books and records of the Company, (ii) shall be deemed to agree to be bound by the terms of this Agreement, (iii) shall become the Record Holder of the Units so transferred, (iv) grants powers of attorney to the Manager and any Liquidator of the Company, as specified herein, and (v) makes the consents and waivers contained manner described in this AgreementSection 4.5. The transfer of any Units and the admission of any new Member Partner shall not constitute an amendment to this Agreement. (d) Until admitted as a Substituted Limited Partner pursuant to Section 10.2, the Record Holder of a Common Unit shall be an Assignee in respect of such Common Unit. Limited Partners may include custodians, nominees, or any other individual or entity in its own or any representative capacity. (e) Notwithstanding the foregoing, so long as A transferee of a Common Unit who has completed and delivered a Transfer Application shall be deemed to have (i) Birgo Reiturn Fund Manager LLCrequested admission as a Substituted Limited Partner, or one of its Affiliates, remains the Manager of the Company, and (ii) access agreed to the Reiturn Fund Platform comply with and the ability be bound by and to open accounts thereon is reasonably available to potential transfereeshave executed this Agreement, no transfer of Units shall be valid unless the (iii) represented and warranted that such transferee has established the right, power and authority and, if an account on individual, the Reiturn Fund Platformcapacity to enter into this Agreement, (iv) granted the powers of attorney set forth in this Agreement and (v) given the consents and approvals and made the waivers contained in this Agreement.