Third Amended and Restated Limited Partnership Agreement

Amended and Restated Agreement of Limited Partnership of Gould Investors L.P.

Agreement of Limited Partnership dated as of the day of , 1985, by and among , a Delaware corporation, , and , as General Partners, , as Original Limited Partner, and the persons who become Partners of the Partnership as hereinafter provided.

In consideration of the mutual covenants, conditions and agreements hereinafter set forth, the Partnership is continued and the Agreement of Limited Partnership among the General Partners and the Original Limited Partner is amended and restated so as to read in its entirety as follows and the parties certify and agree as follows:

ARTICLE I

Definitions

The following definitions shall for all purposes, unless otherwise indicated, apply to the terms used in this Agreement.

1.1 "Additional Limited Partner" means a Person admitted to the Partnership pursuant to this Agreement as a Limited Partner who is not an Original, Initial or Substituted Limited Partner.

1.2 "Affiliate" means any Person that directly or indirectly controls, is controlled by or is under common control with, the Person in question.

1.3 "Agreed Value" of property distributed to a Partner on the liquidation of the Partnership means the fair market value of such property, as determined by the Managing General Partner.

1.4 "Agreement" means this Amended and Restated Agreement of Limited Partnership, as it may be further amended or supplemented from time to time.

1.5 "Assignee" means a Person to whom one or more Units have been transferred, by assignment of a Certificate or otherwise, and who has not become a Substituted Limited Partner.

1.6 "Capital Account" means the account which shall be established for each Partner which shall equal each Partner's Capital Contribution increased by items of Partnership income and gain and decreased by cash distributions and Partnership losses and deductions.

1.7 "Capital Contribution" for each Partner means the total amount contributed to the capital of the Partnership as provided in Article IV.

1.8 "Cash Available For Distribution" means the excess of cash held by the Partnership over required cash expenses, liabilities, obligations and reserves as established in the sole discretion of the Managing General Partner.

1.9 "Certificate" means a certificate issued in accordance with the Transfer Agent Agreement evidencing ownership of one or more Units.

1.10 "Certificate of Limited Partnership" means the Certificate of Limited Partnership of the Partnership filed with the Secretary of State of Delaware pursuant to Section 5.1.

1.11 "Code" means the Internal Revenue Code of 1954, as amended, and in effect from time to time.

1.12 "Delaware Act" means the Delaware Revised Uniform Limited Partnership Act, as it may be amended from time to time, or any successor statute.

1.13 "Departing Partner" has the meaning specified in Section 13.3.

1.14 "Effective Date" means the Effective Date of the Plan (as defined in the Plan).

1.15 "General Partner" means the Persons named above as general partners in their respective capacities as general partners of the Partnership and any successor or additional general partners.

1.16 "GIT" means Gould Investors Trust, a real estate investment trust organized under the laws of the Commonwealth of Massachusetts.

1.17 "Initial Limited Partners" means Persons admitted as Limited Partners as a result of the issuance of Partnership Interests pursuant to the Plan.

1.18 "Initial Trading Date" has the meaning specified in Section 11.3(a).

1.19 "Invested Assets" has the meaning specified in Section 5.4(b).

1.20 "Limited Partner" means the Original Limited Partner, each Initial Limited Partner, each person admitted as a Limited Partner pursuant to Article XII and any General Partner whose Partnership interest is converted into a limited partnership interest pursuant to Section 13.3.

1.21 "Liquidator" has the meaning specified in Section 14.3.

1.22 "Majority Interest" means Limited Partners holding more than 50% of the Percentage Interests held by the Limited Partners.

1.23 "Managing General Partner" means Georgetown Partners, Inc. and its successors or any Person admitted as a Managing General Partner pursuant to Article XII.

1.24 "NASDAQ" means the National Association of Securities Dealers Automated Quotation System.

1.25 "Original Limited Partner" means Fredric H. Gould.

1.26 "Partner" means a General Partner or a Limited Partner.

1.27 "Partnership" means the limited partnership established by this Agreement.

1.28 "Partnership Interest" means the interest of a Partner in the Partnership.

1.29 "Percentage Interest" means the percentage interests of General Partners and Limited Partners as defined in this Agreement.

1.30 "Person" means an individual or a corporation, partnership, trust, unincorporated organization, association or other entity.

1.31 "Plan" means the Plan of Reorganization and Liquidation of Gould Investors Trust described in the Proxy Statement/Prospectus.

1.32 "Proxy Statement/Prospectus" means that certain proxy statement/prospectus sent to holders of Shares of Beneficial Interest of GIT for the meeting of shareholders to be held for the approval of the Plan.

1.33 "Record Date" means the date established by the Partnership for determining the identity of Partners and Assignees entitled to notice, vote, receive reports, distributions or allocations under this Agreement.

1.34 "Registered Agent" in the State of Delaware, shall mean United Corporate Services, Inc., or such other registered agent as the Managing General Partner may designate.

1.35 "Registered Office" in the State of Delaware shall be c/o United Corporate Services, Inc., 410 South State Street, Dover, Delaware, or such other office as the Managing General Partner may designate.

1.36 "Return of Capital" means any distribution to Partners to the extent such distribution exceeds the sum of net income less net losses and prior non-return distributions.

1.37 "Shares of Beneficial Interest" means the shares of Beneficial Interest, par value $1.00 per share, of GIT.

1.38 "Substituted Limited Partner" means a person who is admitted as a Limited Partner to the Partnership pursuant to this Agreement in place of and with all the rights of a Limited Partner.

1.39 "Tax Matters Partner" means Fredric H. Gould or, if he should cease to be a General Partner, then the Managing General Partner.

1.40 "Transfer Agent" means the person named as such in the Transfer Agent Agreement.

1.41 "Transfer Agent Agreement" means the Transfer Agent and Registrar Agreement, between the Trust and the Transfer Agent, that will be assigned to and assumed by the Partnership.

1.42 "Transfer Application" means an Application for Transfer of Units in the form set forth on the back of a Certificate or in a separate instrument substantially to the same effect.

1.43 "Transfer Record" has the meaning specified in Section 12.1.

1.44 "Unit" means a unit of limited partnership interest in the Partnership, other than the limited partnership interest of a Departing General Partner pursuant to Section 13.3(b).

1.45 "Unit Price" means the closing price or bid price of a Unit as applicable under the Agreement.

ARTICLE II

Formation of Partnership

Section 2.1. Formation. The General Partners and Original Limited Partner formed the Partnership as a limited partnership pursuant to the provisions of the Delaware Act.

Section 2.2. Name. The name of the Partnership is . The Managing General Partner may from time to time amend this Agreement to change the name of the Partnership.

Section 2.3. Principal and Registered Office. The principal office of the Partnership shall be at . The registered office of the Corporation is to be located at .

Section 2.4. Term. The Partnership shall continue in existence until unless sooner terminated pursuant to Article XIV.

ARTICLE III

Purpose and Business

The purpose and business of the Partnership shall be to receive the real estate assets of GIT, subject to existing mortgages, to receive GIT's other assets and to assume GIT's other obligations and liabilities and to engage in any and all phases of the business of acquiring, holding, owning, maintaining, financing, developing, operating, selling, exchanging, improving, leasing, converting to cooperative or condominium ownership, disposing of and otherwise dealing in or with any interests or rights in real property and personal property.

ARTICLE IV

Capital Contributions

Section 4.1. Contribution of Original Limited Partner. The Original Limited Partner has made an initial contribution to the capital of the Partnership in the amount of .

Section 4.2. Initial Limited Partners Contribution. Each holder of Shares of Beneficial Interest on the Effective Date of the Plan shall be issued one Unit for each unredeemed Share of Beneficial Interest held on the Effective Date.

Section 4.3. General Partners' Contribution. Each General Partner shall contribute as described in this Agreement.

Section 4.4. Additional Issuances of Securities. The Managing General Partner is authorized to issue additional Units from time to time.

Section 4.5. No Preemptive Rights. No Partner or Assignee shall have any preemptive, preferential or other right with respect to additional contributions or issuances.

Section 4.6. Capital Accounts. The Managing General Partner shall maintain for each Partner a separate Capital Account.

Section 4.7. Interest. No interest shall be paid by the Partnership on contributions to the capital of the Partnership or on balances in Partners' Capital Accounts.

Section 4.8. No Withdrawal. A Partner shall not be entitled to withdraw any part of his contribution to the Partnership or his Capital Account except as provided in Articles XIII and XIV.

Section 4.9. Loans from Partners. Loans by a Partner to the Partnership shall not be considered contributions to the capital of the Partnership.

ARTICLE V

Management and Operation of Business

Section 5.1. Management. The Managing General Partner shall have full, exclusive and complete discretion in the management and control of the business of the Partnership.

Section 5.2. Powers, Authority, and Duties of Managing General Partner.

Section 5.3. Expenses. The Partnership shall pay the expenses of the Partnership incurred by the General Partners or by the Partnership in furtherance of the exercise of the powers described in this Article V.

Section 5.4. Compensation of General Partners.

Annual rate fee: .

Section 5.5. Outside Activities. Any General Partner and Affiliates may have business interests and engage in business activities in addition to those relating to the Partnership.

Section 5.6. Indemnification of General Partners.

Section 5.7. Exculpation. The General Partners shall have no liability except as caused by gross negligence, misconduct, violation of the Agreement or as otherwise expressly provided.

ARTICLE VI

Rights and Obligations of Limited Partners

Section 6.1. Limitation of Liability. A Limited Partner shall not be personally liable for losses or debts of the Partnership except as provided in the Delaware Act.

Section 6.2. Management of Business. No Limited Partner shall participate in the control of the Partnership's business.

Section 6.3. Outside Activities. A Limited Partner may have business interests and engage in business activities in addition to those relating to the Partnership.

Section 6.4. Rights of Limited Partners Relating to the Partnership.

(a) Upon the affirmative vote of a Majority Interest, the Limited Partners may require the Partnership to sell all or substantially all of the assets of the Partnership.

(b) The Limited Partners shall have the right to inspect books and obtain information regarding the Partnership.

(c) Each Limited Partner shall have the right to have a formal accounting of Partnership affairs whenever circumstances render it just and reasonable.

(d) Limited Partners holding 50% or more of the Percentage Interests may propose the termination of the Partnership.

ARTICLE VII

Books, Records and Accounting

Section 7.1. Records and Accounting. The Managing General Partner shall keep complete and accurate books with respect to the Partnership's business.

Section 7.2. Fiscal Year. The fiscal year of the Partnership shall be October 1 to September 30.

Section 7.3. Tax Elections. The Managing General Partner shall determine whether or not to make any permitted election for Federal or state income tax purposes.

Section 7.4. Annual Reports. The Managing General Partner shall mail or deliver annual reports and tax information to each Limited Partner and Assignee.

ARTICLE VIII

Allocations and Distributions

Section 8.1. Income and Loss. Each item of income, gain, loss, deduction, and credit of the Partnership shall be allocated among the Partners in accordance with their Percentage Interests.

Section 8.2. Distributions. At any time the Managing General Partner deems appropriate, Cash Available for Distribution may be distributed to the Partners.

Section 8.3. Distributions of Partnership Property. The Managing General Partner may distribute Partnership Property or additional Units in its sole discretion.

Section 8.4. Upholding Tax Benefits. Partners with deficit Capital Accounts shall be allocated income or gain as required to preserve tax benefits.

ARTICLE IX

Power of Attorney

Section 9.1. Power of Attorney. Each Limited Partner hereby constitutes and appoints the Managing General Partner with full power of substitution as attorney-in-fact.

ARTICLE X

Issuance of Certificates

Section 10.1. Issuance of Certificates. The Partnership shall issue Certificates evidencing the number of Units owned by each Limited Partner.

Section 10.2. Lost, Stolen, or Destroyed Certificates. A new Certificate may be issued upon affidavit and satisfaction of reasonable requirements.

Section 10.3. Registered Owner. The Partnership shall treat the Limited Partner of record as the Limited Partner in fact of any Units.

ARTICLE XI

Transfer of Interests

Section 11.1. Transfer. The term transfer includes sale, assignment, gift, pledge, hypothecation, mortgage, exchange or any other disposition.

Section 11.2. Transfer of Interests of General Partners. No General Partner may transfer all or any part of its Partnership Interest except with the written consent of a Majority Interest.

Section 11.3. Transfer of Units. Units may be transferred after the Initial Trading Date designated by the Managing General Partner.

ARTICLE XII

Admission of Substituted and Additional Partners

Section 12.1. Admission of Substituted Limited Partners. The Transfer Agent shall prepare the Transfer Record and submit it to the Managing General Partner.

Section 12.2. Admission of Additional Limited Partners. A person who makes a contribution to the capital of the Partnership shall be admitted as an Additional Limited Partner upon acceptance of the terms of this Agreement.

Section 12.3. Admission of Managing General Partner. A successor Managing General Partner selected pursuant to Section 13.1 or the transferee of all the Partnership Interest as a General Partner shall be admitted as the Managing General Partner.

ARTICLE XIII

Withdrawal and Removal of General Partners

Section 13.1. Withdrawal of General Partner. A General Partner may withdraw from the Partnership effective on at least 90 days advance written notice to the Limited Partners.

Section 13.2. Removal of Managing General Partner. A Majority Interest may at any time propose that a General Partner be removed.

Section 13.3. Interest of Departing General Partner and Successor.

ARTICLE XIV

Dissolution and Liquidation

Section 14.1. Dissolution. The Partnership shall be dissolved upon the expiration of the term, removal or withdrawal of a General Partner, election to dissolve by Majority Interest, bankruptcy or insolvency, or any other event causing dissolution under Delaware law.

Section 14.2. Continuation of the Partnership. The Partnership may continue if the remaining or successor General Partner is approved as provided in this Agreement.

Section 14.3. Liquidation. Upon dissolution, the Liquidator shall liquidate the assets of the Partnership and distribute proceeds in the order of priority set forth in the Agreement.

Section 14.4. No Recourse Against General Partners. Limited Partners and Assignees shall look solely to the assets of the Partnership for payment.

Section 14.5. Distribution in Kind. The Liquidator may distribute undivided interests in Partnership assets in lieu of cash if immediate sale would be impractical or cause undue loss.

Section 14.6. Claim of Limited Partners and Assignees. No Limited Partner or Assignee shall have the right or power to demand or receive property other than cash.

Section 14.7. Waiver of Partition. Each Partner hereby waives any rights to partition of the Partnership property.

ARTICLE XV

Amendment of Partnership Agreement; Meetings; Record Date

Section 15.1. Amendments to be Adopted Solely by Managing General Partner.

Section 15.2. Amendments to be Adopted Only with Consent of Limited Partners.

Section 15.3. Amendments Requiring Greater Than a Majority Interest.

Section 15.4. Meetings. Meetings of the Partners may be called by the Managing General Partner or by Limited Partners owning at least 10% of the Percentage Interests held by Limited Partners.

Section 15.5. Action Without a Meeting. Any action that may be taken at a meeting of the Limited Partners may be taken without a meeting if a consent in writing is signed by the required Percentage Interests.

Section 15.6. Record Date. The Managing General Partner may fix a record date for determining Partners entitled to notice, vote or receive distributions.

ARTICLE XVI

General Provisions

Section 16.1. Addresses and Notices. The address of each Partner for all purposes shall be the address of which the Managing General Partner has received written notice.

Section 16.2. Titles and Captions. All article or section titles or captions are for convenience only.

Section 16.3. Pronouns and Plurals. Pronouns and singular/plural forms shall be interpreted as the context requires.

Section 16.4. Further Action. The parties shall execute and deliver all documents necessary to achieve the purposes of this Agreement.

Section 16.5. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns.

Section 16.6. Integration. This Agreement constitutes the entire agreement among the parties pertaining to the subject matter hereof.

Section 16.7. Creditors. None of the provisions of the Agreement shall be for the benefit of or enforceable by any creditors of the Partnership.

Section 16.8. Waiver. No failure to insist upon strict performance shall constitute waiver.

Section 16.9. Counterparts. This Agreement may be executed in counterparts.

Section 16.10. Applicable Law. This Agreement shall be governed by the internal laws of Delaware.

Section 16.11. Invalidity of Provisions. If any provision is invalid, the remaining provisions shall not be affected.

SIGNATURES

*Pursuant to authority in the Plan of Reorganization and Liquidation of Gould Investors Trust adopted by the shareholders thereof at a Special Meeting held on May 8, 1986.

Additional Information

Managing General Partner:

Tax Matters Partner:

Registered Agent:

Registered Office: