THIS LIMITED PARTNERSHIP INTERESTS PURCHASE AGREEMENT, dated January 19, 2006, (the “agreement”) of and under Affordable Hospitality, Inc., a Pennsylvania company (“Affordable”), 3344 Associates, a Pennsylvania Limited Partnership (“3344”) and Hersha Capital, Inc., a Pennsylvania Corporation (“Hersha Affordable Capital,” 3344 and a “seller” each and a “seller”), affordable Hospitality Associates, LP, pennsylvania Limited Partnership (the “partnership”) , a virginia limited partnership (“HHLP”) and Race Street, LLC, a limited liability company in Pennsylvania (“Race Street,” with HHLP, the “buyers”): 4.4 Compliance with Securities Laws. Any acquirer is an “accredited investor,” as defined in Regulation D of the Securities Act of 1933 as amended (“Securities Act”), and acquires the partnership units only for those purchasers153s own account, only for investment purposes and not for the purpose of their distribution. Buyers will not sell, sell, sell, wage, transfer or sell the partnership shares or any interest they represent there, unless they comply with securities law and other applicable laws. Buyers recognize that the interests of the partnership were not registered under the Securities Act or a state`s blue-sky laws. Buyers have access to business information (including the opportunity to meet with management and other company representatives) and have used this access to buyer satisfaction153. Buyers are experienced and competent in financial and commercial matters, are able to assess the benefits and risks associated with acquiring the partnership units, and do not need or want the assistance of a competent representative to help assess these risks (or, alternatively, the purchasers used a competent representative in the decision to purchase the partnership units). THIS PARTNERSHIP INTEREST PURCHASE AGREEMENT (this “agreement”) will be concluded on September 11, 2008 (“signing date”) of (i) Millennium Midstream Partners, L.P., Delaware Limited Partnership (“MMP”); and (ii) any owner of the interests under the definition below (a “seller” and together the “sellers”) and Eagle Rock Energy Partners, L.P., a Delaware limited partnership (“buyer”).