Common use of Consideration for Holdings Interests Clause in Contracts

Consideration for Holdings Interests. In exchange for the Holdings Interests contributed to the Operating Partnership by the Contributor, the Operating Partnership shall issue a certain number of Units to the Contributor based on the initial public offering price of the Common Stock as set forth below, such number of Units being referred to herein as the Contributor’s “Consideration” relating to the Holdings Interests contributed hereunder. If the initial public offering price for the Common Stock is between $15.00 per share and $17.00 per share, then the Contributor’s Consideration shall be the number of Units set forth in the spreadsheet attached hereto and incorporated herein as Exhibit K in the row corresponding with the initial public offering price of the Common Stock and the column entitled “Venture Units”. For example, if the initial pubic offering price for the Common Stock were $16.50 per share, the Consideration would be 4,689,995 Units. If the initial public offering price is less than $15.00 per share or more than $17.00 per share, then the Contributor’s Consideration shall be the number of Units determined by dividing the Contributor’s Value by the initial public offering price for the Common Stock. “Contributors Value” means, if the initial public offering price for the Common Stock is less than $15.00 per share, $74,854,304, and if the initial public offering price for the Common Stock is greater than $17.00 per share, the sum of (A) $74,854,304 plus (B) 64.3% of the excess of (i) the product of the total number of Units issued to the Contributor and all Other Contributors in the Roll-Up (i.e., 7,590,000 Units) multiplied by the initial public offering price per share of the Common Stock in the Public Offering over (ii) $121,440,000, consistent with the allocation of Units when the initial public offering price for the Common Stock is between $16.01 per share and $17.00 per share as set forth on Exhibit K attached hereto. In the event that, subsequent to the date of this Agreement but before the closing of the Formation Transaction, the Common Stock or the units of limited partnership interest of the Operating Partnership issued and outstanding shall, through a reorganization, recapitalization, stock or unit dividend, stock or unit split or similar change in the capitalization of the Company or the Operating Partnership increase or decrease in number, then an appropriate and proportionate adjustment shall be made to the Consideration.

Consideration for Holdings Interests. In exchange for the Holdings Interests contributed to the Operating Partnership by the Contributor, the Operating Partnership shall issue a certain number of Units to the Contributor based on the initial public offering price of the Common Stock as set forth below, such number of Units being referred to herein as the Contributor’s “Consideration” relating to the Holdings Interests contributed hereunder. If the initial public offering price for the Common Stock is between $15.00 per share and $17.00 per share, then the Contributor’s Consideration shall be the number of Units set forth in the spreadsheet attached hereto and incorporated herein as Exhibit K in the row corresponding with the initial public offering price of the Common Stock and the column entitled “Venture STAG III Units”. For example, if the initial pubic offering price for the Common Stock were $16.50 per share, the Consideration would be 4,689,995 769,471 Units. If the initial public offering price for the Common Stock is less than $15.00 per share or more than $17.00 per share, then the Contributor’s Consideration shall be the number of Units determined by multiplying the Non-Venture Units (as hereinafter defined) by the Pro Rata Share. “Pro Rata Share” means (a) the number of Units the Contributor would receive if the initial offering price of the Common Stock was $16.00 per share as set forth on Exhibit K divided by (b) the Non-Venture Units if the initial public offering price of the Common Stock was $16.00 per share. The “Non-Venture Units” means (y) the Total Units minus (z) the Venture Contributor’s Consideration. “Venture Contributor’s Consideration” means the number of Units determined by dividing the Venture Contributor’s Value by the initial public offering price for the Common Stock. “Venture Contributors Value” means, if the initial public offering price for the Common Stock is less than $15.00 per share, $74,854,304, and if the initial public offering price for the Common Stock is greater than $17.00 per share, the sum of (A) $74,854,304 plus (B) 64.3% of the excess of (i) the product of the total number of Total Units issued to the Contributor and all Other Contributors in the Roll-Up (i.e., 7,590,000 Units) multiplied by the initial public offering price per share of the Common Stock in the Public Offering over (ii) $121,440,000, consistent with the allocation of Units when the initial public offering price for the Common Stock is between $16.01 per share and $17.00 per share as set forth on Exhibit K attached hereto. In the event that, subsequent to the date of this Agreement but before the closing of the Formation Transaction, the Common Stock or the units of limited partnership interest of the Operating Partnership issued and outstanding shall, through a reorganization, recapitalization, stock or unit dividend, stock or unit split or similar change in the capitalization of the Company or the Operating Partnership increase or decrease in number, then an appropriate and proportionate adjustment shall be made to the Consideration.

Consideration for Holdings Interests. In exchange for the Holdings Interests contributed to the Operating Partnership by the Contributor, the Operating Partnership shall issue a certain number of Units to the Contributor based on the initial public offering price of the Common Stock as set forth below, such number of Units being referred to herein as the Contributor’s “Consideration” relating to the Holdings Interests contributed hereunder. If the initial public offering price for the Common Stock is between $15.00 per share and $17.00 per share, then the Contributor’s Consideration shall be the number of Units set forth in the spreadsheet attached hereto and incorporated herein as Exhibit K J in the row corresponding with the initial public offering price of the Common Stock and the column entitled “Venture STAG IV Units”. For example, if the initial pubic offering price for the Common Stock were $16.50 per share, the Consideration would be 4,689,995 2,075,196 Units. If the initial public offering price for the Common Stock is less than $15.00 per share or more than $17.00 per share, then the Contributor’s Consideration shall be the number of Units determined by multiplying the Non-Venture Units (as hereinafter defined) by the Pro Rata Share. “Pro Rata Share” means (a) the number of Units the Contributor would receive if the initial offering price of the Common Stock was $16.00 per share as set forth on Exhibit J divided by (b) the Non-Venture Units if the initial public offering price of the Common Stock was $16.00 per share. The “Non-Venture Units” means (y) the Total Units minus (z) the Venture Contributor’s Consideration. “Venture Contributor’s Consideration” means the number of Units determined by dividing the Venture Contributor’s Value by the initial public offering price for the Common Stock. “Venture Contributors Value” means, if the initial public offering price for the Common Stock is less than $15.00 per share, $74,854,304, and if the initial public offering price for the Common Stock is greater than $17.00 per share, the sum of (A) $74,854,304 plus (B) 64.3% of the excess of (i) the product of the total number of Total Units issued to the Contributor and all Other Contributors in the Roll-Up (i.e., 7,590,000 Units) multiplied by the initial public offering price per share of the Common Stock in the Public Offering over (ii) $121,440,000, consistent with the allocation of Units when the initial public offering price for the Common Stock is between $16.01 per share and $17.00 per share as set forth on Exhibit K J attached hereto. In the event that, subsequent to the date of this Agreement but before the closing of the Formation Transaction, the Common Stock or the units of limited partnership interest of the Operating Partnership issued and outstanding shall, through a reorganization, recapitalization, stock or unit dividend, stock or unit split or similar change in the capitalization of the Company or the Operating Partnership increase or decrease in number, then an appropriate and proportionate adjustment shall be made to the Consideration.