Common use of Contribution and Subscription Clause in Contracts

Contribution and Subscription. (a) Subject to the terms and conditions hereof and the provisions of the Partnership Agreement, Subscriber shall contribute, sell, assign and transfer all of its Membership Interests to the Company in consideration for the issuance by the Company to Subscriber of that number of Units equal to (x) Subscriber’s Sale Percentage (as defined below) in the Property Owner multiplied by (y) the Property Owner Valuation (as defined below) divided by (z) the per share closing price of the REIT’s common stock as of the date prior to the date of the “Closing” (defined below). “Sale Percentage” means the percentage of net proceeds that would be distributed to Subscriber as a member of the Property Owner, in accordance with the Property Owner’s operating agreement as in effect immediately prior to Closing, upon the sale of all or substantially all of the Property Owner’s assets for an amount equal to the Property Owner Valuation. “Property Owner Valuation” means the aggregate purchase price for 100% of the Membership Interests in the Property Owner, which shall be $726,297 plus or minus such customary credits, pro rations and other adjustments for operating costs and liabilities as may be agreed by the Company and the manager of the Property Owner in connection with Closing (as defined below). Notwithstanding the foregoing, in the event that the undersigned has elected Option B pursuant to the Consent and Election in the form attached hereto as Appendix A (“Consent and Election”), the Company shall deliver cash payment to the undersigned in an amount equal to the undersigned’s Sale Percentage multiplied by the Property Owner Valuation, minus any applicable withholding taxes. The Units issued or cash paid, as applicable, are referred to as the “Transfer Consideration.”

Contribution and Subscription. (a) Subject to the terms and conditions hereof and the provisions of the Partnership Agreement, Subscriber shall contribute, sell, assign and transfer all of its Membership Interests to the Company in consideration for the issuance by the Company to Subscriber of that number of Units equal to (x) Subscriber’s Sale Percentage (as defined below) in the Property Owner multiplied by (y) the Property Owner Valuation (as defined below) divided by (z) the per share closing price of the REIT’s common stock as of the date prior to the date of the “Closing” (defined below). “Sale Percentage” means the percentage of net proceeds that would be distributed to Subscriber as a member of the Property Owner, Owner in accordance with the Property Owner’s operating agreement of the Property Owner as in effect immediately prior to Closing, upon the sale of all or substantially all of the Property Owner’s assets for an amount equal to the Property Owner Valuation. “Property Owner Valuation” means the aggregate purchase price for 100% of the Membership Interests in the Property Owner, which shall be $726,297 1,640,310 plus or minus such customary credits, pro rations and other adjustments for operating costs and liabilities as may be agreed by the Company and the Company’s manager of the Property Owner (“Manager”) in connection with Closing (as defined below). Notwithstanding the foregoing, in the event that the undersigned has elected Option B pursuant to the Consent and Election in the form attached hereto as Appendix A (“Consent and Election”), the Company shall deliver cash payment to the undersigned in an amount equal to the undersigned’s Sale Percentage multiplied by the Property Owner Valuation, minus any applicable withholding taxes, and the undersigned shall not receive any Units in the Company. The Units issued or cash paid, as applicable, are referred to as the “Transfer Consideration.”

Contribution and Subscription. (a) Subject to the terms and conditions hereof and the provisions of the Partnership Agreement, Subscriber shall contribute, sell, assign and transfer all of its Membership Interests to the Company in consideration for the issuance by the Company to Subscriber of that number of Units equal to (x) Subscriber’s Sale Percentage (as defined below) in the Property Owner multiplied by (y) the Property Owner Valuation (as defined below) divided by (z) the per share closing price of the REIT’s common stock as of the date prior to the date of the “Closing” (defined below). “Sale Percentage” means the percentage of net proceeds that would be distributed to Subscriber as a member of the Property Owner, Owner in accordance with the Property Owner’s operating agreement of the Property Owner as in effect immediately prior to Closing, upon the sale of all or substantially all of the Property Owner’s assets for an amount equal to the Property Owner Valuation. “Property Owner Valuation” means the aggregate purchase price for 100% of the Membership Interests in the Property Owner, which shall be $726,297 453,553.00 plus or minus such customary credits, pro rations and other adjustments for operating costs and liabilities as may be agreed by the Company and its manager (the manager of the Property Owner “Manager”) in connection with Closing (as defined below). Notwithstanding the foregoing, in the event that the undersigned has elected Option B pursuant to the Consent and Election in the form attached hereto as Appendix A (“Consent and Election”), the Company shall deliver cash payment to the undersigned in an amount equal to the undersigned’s Sale Percentage multiplied by the Property Owner Valuation, minus any applicable withholding taxes, and the undersigned shall not receive any Units in the Company. The Units issued or cash paid, as applicable, are referred to as the “Transfer Consideration.”

Contribution and Subscription. (a) Subject to the terms and conditions hereof and the provisions of the Partnership Agreement, Subscriber shall contribute, sell, assign and transfer all of its Membership Interests to the Company in consideration for the issuance by the Company to Subscriber of that number of Units equal to (x) Subscriber’s Sale Percentage (as defined below) in the Property Owner multiplied by (y) the Property Owner Valuation (as defined below) divided by (z) the per share closing price of the REIT’s common stock as of the date prior to the date of the “Closing” (defined below). “Sale Percentage” means the percentage of net proceeds that would be distributed to Subscriber as a member of the Property Owner, Owner in accordance with the Property Owner’s operating agreement of the Property Owner as in effect immediately prior to Closing, upon the sale of all or substantially all of the Property Owner’s assets for an amount equal to the Property Owner Valuation. “Property Owner Valuation” means the aggregate purchase price for 100% of the Membership Interests in the Property Owner, which shall be $726,297 2,061,156.00 plus or minus such customary credits, pro rations and other adjustments for operating costs and liabilities as may be agreed by the Company and its manager (the manager of the Property Owner “Manager”) in connection with Closing (as defined below). Notwithstanding the foregoing, in the event that the undersigned has elected Option B pursuant to the Consent and Election in the form attached hereto as Appendix A (“Consent and Election”), the Company shall deliver cash payment to the undersigned in an amount equal to the undersigned’s Sale Percentage multiplied by the Property Owner Valuation, minus any applicable withholding taxes, and the undersigned shall not receive any Units in the Company. The Units issued or cash paid, as applicable, are referred to as the “Transfer Consideration.”

Contribution and Subscription. (a) Subject to the terms and conditions hereof and the provisions of the Partnership Agreement, Subscriber shall contribute, sell, assign and transfer all of its Membership Interests to the Company in consideration for the issuance by the Company to Subscriber of that number of Units equal to (x) Subscriber’s Sale Percentage (as defined below) in the Property Owner multiplied by (y) the Property Owner Valuation (as defined below) divided by (z) the per share closing price of the REIT’s common stock as of the date prior to the date of the “Closing” (defined below). “Sale Percentage” means the percentage of net proceeds that would be distributed to Subscriber as a member of the Property Owner, Owner in accordance with the Property Owner’s operating agreement of the Property Owner as in effect immediately prior to Closing, upon the sale of all or substantially all of the Property Owner’s assets for an amount equal to the Property Owner Valuation. “Property Owner Valuation” means the aggregate purchase price for 100% of the Membership Interests in the Property Owner, which shall be $726,297 384,564.00 plus or minus such customary credits, pro rations and other adjustments for operating costs and liabilities as may be agreed by the Company and its manager (the manager of the Property Owner “Manager”) in connection with Closing (as defined below). Notwithstanding the foregoing, in the event that the undersigned has elected Option B pursuant to the Consent and Election in the form attached hereto as Appendix A (“Consent and Election”), the Company shall deliver cash payment to the undersigned in an amount equal to the undersigned’s Sale Percentage multiplied by the Property Owner Valuation, minus any applicable withholding taxes, and the undersigned shall not receive any Units in the Company. The Units issued or cash paid, as applicable, are referred to as the “Transfer Consideration.”

Contribution and Subscription. (a) Subject to the terms and conditions hereof and the provisions of the Partnership Agreement, Subscriber shall contribute, sell, assign and transfer all of its Membership Interests to the Company in consideration for the issuance by the Company to Subscriber of that number of Units equal to (x) Subscriber’s Sale Percentage (as defined below) in the Property Owner multiplied by (y) the Property Owner Valuation (as defined below) divided by (z) the per share closing price of the REIT’s common stock as of the date prior to the date of the “Closing” (defined below). “Sale Percentage” means the percentage of net proceeds that would be distributed to Subscriber as a member of the Property Owner, in accordance with the Property Owner’s operating agreement as in effect immediately prior to Closing, upon the sale of all or substantially all of the Property Owner’s assets for an amount equal to the Property Owner Valuation. “Property Owner Valuation” means the aggregate purchase price for 100% of the Membership Interests in the Property Owner, which shall be $726,297 3,255,317 plus or minus such customary credits, pro rations and other adjustments for operating costs and liabilities as may be agreed by the Company and the manager of the Property Owner in connection with Closing (as defined below). Notwithstanding the foregoing, in the event that the undersigned has elected Option B pursuant to the Consent and Election in the form attached hereto as Appendix A (“Consent and Election”), the Company shall deliver cash payment to the undersigned in an amount equal to the undersigned’s Sale Percentage multiplied by the Property Owner Valuation, minus any applicable withholding taxes. The Units issued or cash paid, as applicable, are referred to as the “Transfer Consideration.”

Contribution and Subscription. (a) Subject to the terms and conditions hereof and the provisions of the Partnership Agreement, Subscriber shall contribute, sell, assign and transfer all of its Membership Interests to the Company in consideration for the issuance by the Company to Subscriber of that number of Units equal to (x) Subscriber’s Sale Percentage (as defined below) in the Property Owner multiplied by (y) the Property Owner Valuation (as defined below) divided by (z) the per share closing price of the REIT’s common stock as of the date prior to the date of the “Closing” (defined below). “Sale Percentage” means the percentage of net proceeds that would be distributed to Subscriber as a member of the Property Owner, in accordance with the Property Owner’s operating agreement as in effect immediately prior to Closing, upon the sale of all or substantially all of the Property Owner’s assets for an amount equal to the Property Owner Valuation. “Property Owner Valuation” means the aggregate purchase price for 100% of the Membership Interests in the Property Owner, which shall be $726,297 625,467 plus or minus such customary credits, pro rations and other adjustments for operating costs and liabilities as may be agreed by the Company and the manager of the Property Owner in connection with Closing (as defined below). Notwithstanding the foregoing, in the event that the undersigned has elected Option B pursuant to the Consent and Election in the form attached hereto as Appendix A (“Consent and Election”), the Company shall deliver cash payment to the undersigned in an amount equal to the undersigned’s Sale Percentage multiplied by the Property Owner Valuation, minus any applicable withholding taxes. The Units issued or cash paid, as applicable, are referred to as the “Transfer Consideration.”

Contribution and Subscription. (a) Subject to the terms and conditions hereof and the provisions of the Partnership Agreement, Subscriber shall contribute, sell, assign and transfer all of its Membership Interests to the Company in consideration for the issuance by the Company to Subscriber of that number of Units equal to (x) Subscriber’s Sale Percentage (as defined below) in the Property Owner multiplied by (y) the Property Owner Valuation (as defined below) divided by (z) the per share closing issuance price of the REIT’s common stock as of the date prior to the date of the “Closing” (defined below)in its contemplated initial public offering. “Sale Percentage” means the percentage of net proceeds that would be distributed to Subscriber as a member of the Property Owner, in accordance with the Property Owner’s operating agreement as in effect immediately prior to Closing, upon the sale of all or substantially all of the Property Owner’s assets for an amount equal to the Property Owner Valuation. “Property Owner Valuation” means the aggregate purchase price for 100% of the Membership Interests in the Property Owner, which shall be $726,297 $ plus or minus such customary credits, pro rations and other adjustments for operating costs and liabilities as may be agreed by the Company and the manager of the Property Owner in connection with Closing (as defined below). Notwithstanding the foregoing, in the event that the undersigned has elected Option B pursuant to the Consent and Election in the form attached hereto as Appendix A (“Consent and Election”), the Company shall deliver cash payment to the undersigned in an amount equal to the undersigned’s Sale Percentage multiplied by the Property Owner Valuation, minus any applicable withholding taxes. The Property Owner Valuation has been determined by dividing the Property Owner’s projected “Net Operating Income” for the calendar year 2011 by the capitalization rate of %. For the purposes of this Agreement, “Net Operating Income” means net income before depreciation, amortization, debt service and nonrecurring items. The Units issued to Subscriber pursuant to this Agreement shall be subject to a restriction that any common stock in the REIT for which the Units may be exchanged may not be sold or cash paidotherwise transferred until after the adjustment pursuant to subsection 2(b), as applicableif any, are referred to as the “Transfer Considerationis made.”

Contribution and Subscription. (a) Subject to the terms and conditions hereof and the provisions of the Partnership Agreement, Subscriber shall contribute, sell, assign and transfer all of its Membership Interests to the Company in consideration for the issuance by the Company to Subscriber of that number of Units equal to (x) Subscriber’s Sale Percentage (as defined below) in the Property Owner multiplied by (y) the Property Owner Valuation (as defined below) divided by (z) the per share closing price of the REIT’s common stock as of the date prior to the date of the “Closing” (defined below). “Sale Percentage” means the percentage of net proceeds that would be distributed to Subscriber as a member of the Property Owner, in accordance with the Property Owner’s operating agreement as in effect immediately prior to Closing, upon the sale of all or substantially all of the Property Owner’s assets for an amount equal to the Property Owner Valuation. “Property Owner Valuation” means the aggregate purchase price for 100% of the Membership Interests in the Property Owner, which shall be $726,297 1,386,870 plus or minus such customary credits, pro rations and other adjustments for operating costs and liabilities as may be agreed by the Company and the manager of the Property Owner in connection with Closing (as defined below). Notwithstanding the foregoing, in the event that the undersigned has elected Option B pursuant to the Consent and Election in the form attached hereto as Appendix A (“Consent and Election”), the Company shall deliver cash payment to the undersigned in an amount equal to the undersigned’s Sale Percentage multiplied by the Property Owner Valuation, minus any applicable withholding taxes. The Units issued or cash paid, as applicable, are referred to as the “Transfer Consideration.”

Contribution and Subscription. (a) Subject to the terms and conditions hereof and the provisions of the Partnership Agreement, Subscriber shall contribute, sell, assign and transfer all of its Membership Interests to the Company in consideration for the issuance by the Company to Subscriber of that number of Units equal to (x) Subscriber’s Sale Percentage (as defined below) in the Property Owner multiplied by (y) the Property Owner Valuation (as defined below) divided by (z) the per share closing issuance price of the REIT’s common stock as of the date prior to the date of the “Closing” (defined below)in its contemplated initial public offering. “Sale Percentage” means the percentage of net proceeds that would be distributed to Subscriber as a member of the Property Owner, in accordance with the Property Owner’s operating agreement as in effect immediately prior to Closing, upon the sale of all or substantially all of the Property Owner’s assets for an amount equal to the Property Owner Valuation. “Property Owner Valuation” means the aggregate purchase price for 100% of the Membership Interests in the Property Owner, which shall be $726,297 $ plus or minus such customary credits, pro rations and other adjustments for operating costs and liabilities as may be agreed by the Company and the manager of the Property Owner in connection with Closing (as defined below). Notwithstanding the foregoing, in the event that the undersigned has elected Option B pursuant to the Consent and Election in the form attached hereto as Appendix A (“Consent and Election”), the Company shall deliver cash payment to the undersigned in an amount equal to the undersigned’s Sale Percentage multiplied by the Property Owner Valuation, minus any applicable withholding taxes and after withholding of twenty-five percent (25%) of the total amount of such cash payment (without giving effect to withholding taxes) to be held in escrow by the manager of the Property Owner (“Escrow”). The Property Owner Valuation has been determined by dividing the Property Owner’s projected “Net Operating Income” for the calendar year 2011 by the capitalization rate of %. For the purposes of this Agreement, “Net Operating Income” means net income before depreciation, amortization, debt service and nonrecurring items. The Units issued to Subscriber pursuant to this Agreement shall be subject to a restriction that any common stock in the REIT for which the Units may be exchanged may not be sold or cash paidotherwise transferred until after the adjustment pursuant to subsection 2(b), as applicableif any, are referred to as the “Transfer Considerationis made.”