Common use of Contribution Consideration Clause in Contracts

Contribution Consideration. Upon the terms and subject to the conditions set forth in this Agreement, at Closing, in exchange for the Property, the parties agree as follows: (a) the total consideration which induced the Contributor to contribute the Property to GIPLP includes: the Partnership Units, the application of GIPLP’s Debt toward the discharge, cancellation and replacement of the Existing Debt at Closing, and GIPLP’s payment of the Adjusted Cash Amount, all of which shall hereinafter be referred to collectively as the “Contribution Consideration”; (b) the Partnership Units shall have an aggregate value, calculated as: (i) the Gross Asset Value (defined above); minus (ii) the Existing Debt (defined below) with respect to the Property; and minus (iii) Seven Hundred Ten Thousand and No/100 Dollars ($710,000.00) in immediately available funds to be paid to Contributor (“Cash Amount”) provided, however, the Cash Amount shall be subject to any adjustments described in this Agreement occurring on or prior to the Closing Date in favor of GIPLP (as adjusted, the “Adjusted Cash Amount”) (the value of (i), (ii) and (iii) collectively the “Partnership Units Value”); provided further, however, that any adjustment to the Cash Amount will not affect the Partnership Units Value; (c) the Property will be transferred to GIPLP or its Affiliate subject to the unpaid principal balance and any accrued but unpaid interest of that certain: (i) Promissory Note dated November 1, 2016, in the original principal amount of $6,300,000.00, made by Contributor in favor of Bayport Credit Union (the “Contributor’s Lender”) the “Existing Debt”); provided, however, GIPLP will, subject to the provisions of this Section 2.5, cause the Existing Debt to be satisfied simultaneous with, but effective immediately after, the Closing; (d) the total amount to be paid to the Contributor at the Closing shall be the Adjusted Cash Amount and the Partnership Units (the “Contribution Amount”); (e) 1,008,000 Partnership Units shall be issued to the Contributor (it being agreed upon that the Partnership Units Value is $5,040,000.00 and that such number of Partnership Units was calculated by dividing the Partnership Units Value by $5.00, which is the agreed-upon price of one share of common stock, par value $0.01 per share (“Common Stock”), of GPREIT, at the time of the Closing; and (f) all costs and fees charged by the Contributor’s Lender and any rating agency, including without limitation any pre-payment penalties, brokerage charges, or legal fees, associated with the payoff of the Existing Debt (collectively the “Loan Fees”) shall be paid by Contributor. Contributor shall cooperate with GIPLP to cause all loans, notes, mortgages, deeds of trust, assignment of leases, rents and profits, subordination agreements and any other documents which relate to the Existing Debt or which serve to secure the Existing Debt (collectively, the “Contributor’s Loan Documents”) to be satisfied, cancelled, removed and discharged at Closing, including obtaining payoff letters and all necessary releases from the Contributor’s Lender. Notwithstanding anything to contrary stated in this Agreement, in the event the Existing Debt exceeds $6,300,000.00 in the aggregate, including any accrued but unpaid interest, as confirmed by payoff letters and/or estoppel certificates received from Contributor’s Lender, Contributor shall fully pay to the Escrow Agent at Closing, for credit to Contributor’s Lender, the entire unpaid balance thereof so as to allow for the full and complete satisfaction of the Existing Debt; provided, however, in the event GIPLP, at its election, pays any such unpaid Loan Fees or other balances on behalf of the Contributor, (x) the Contributor shall reimburse GIPLP for such amount or the number of Partnership Units issued to Contributor shall be adjusted to reflect such payment by GIPLP, and/or (y) the Cash Amount to be paid at the Closing shall be adjusted to reflect such payment by GIPLP. The Cash Amount to be paid at the Closing shall also be adjusted to reflect Contributor’s roof replacement credit in favor of GIPLP in the amount of $345,800, which credit Contributor shall provide to GIPLP at Closing. Contributor acknowledges that the Partnership Units are not certificated and that, therefore, the issuance of the Partnership Units shall be evidenced by the execution and delivery of an amended Exhibit A to the Partnership Agreement (the “Amended Exhibit A”).

Contribution Consideration. Upon the terms and subject to the conditions set forth in this Agreement, at Closing, in exchange for the Property, the parties agree as follows: (a) the total consideration which induced the Contributor to contribute the Property to GIPLP includes: the Partnership Units, the application of GIPLP’s Debt toward the discharge, cancellation and replacement assumption of the Existing Debt (defined below) at Closing, and GIPLP’s payment of the Adjusted Cash Amount, all of which shall hereinafter be referred to collectively as the “Contribution Consideration”; (b) the Partnership Units shall have an aggregate value, calculated as: (i) the Gross Asset Value (defined above); minus (ii) the principal balance of Existing Debt (defined below) with respect to on the PropertyClosing Date; and minus (iii) Seven One Hundred Ten Thousand and No/100 Dollars ($710,000.00100,000.00) in immediately available funds to be paid to Contributor (“Cash Amount”) provided, however, the Cash Amount shall be subject to any adjustments described in this Agreement occurring on or prior to the Closing Date in favor of GIPLP (as adjusted, the “Adjusted Cash Amount”) (the value of (i), (ii) and (iii) collectively the “Partnership Units Value”); provided further, however, that any adjustment to the Cash Amount will not affect the Partnership Units Value; (c) the Property will be transferred to GIPLP or its Affiliate subject to the unpaid principal balance and any accrued but unpaid interest as of the date that is ten (10) days prior to the Closing Date with respect to that certain: (i) Promissory Note dated November 1October 23, 20162017, in the original principal amount of $6,300,000.005,200,000.00, made by Contributor in favor of Bayport Credit Union (the “Contributor’s Lender”) the “Existing Debt”); provided, however, GIPLP will, subject to the provisions of this Section 2.5, cause the Existing Debt to be satisfied simultaneous with, but effective immediately after, the Closing; (d) the total amount to be paid to the Contributor at the Closing shall be the Adjusted Cash Amount and the Partnership Units (the “Contribution Amount”); (e) 1,008,000 the number of Partnership Units shall to be issued to the Contributor (it being agreed upon that the Partnership Units Value is $5,040,000.00 and that such number of Partnership Units was shall be calculated by dividing the Partnership Units Value by $5.005.00 (rounded to the nearest whole number), which is the agreed-upon price of one share of common stock, par value $0.01 per share (“Common Stock”), of GPREIT, at the time of the Closing; and (f) all costs and fees charged by the Contributor’s Lender and any rating agency, including without limitation any pre-payment penaltiesloan assumption fees, brokerage charges, underwriting fees or legal fees, associated with the payoff assumption of the Existing Debt (collectively the “Loan Fees”) shall be paid by ContributorGIPLP. Contributor shall cooperate with GIPLP to cause all loans, notes, mortgages, deeds of trust, assignment of leases, rents and profits, subordination agreements and any other documents which relate to the Existing Debt or which serve to secure the Existing Debt (collectively, the “Contributor’s Loan Documents”) to be satisfied, cancelled, removed and discharged at Closing, including obtaining payoff letters and all necessary releases from the Contributor’s Lender. Notwithstanding anything to contrary stated in this Agreement, in the event the Existing Debt exceeds $6,300,000.00 in the aggregate, including any accrued but unpaid interest, as confirmed assumed by payoff letters and/or estoppel certificates received from Contributor’s Lender, Contributor shall fully pay to the Escrow Agent at Closing, for credit to Contributor’s Lender, the entire unpaid balance thereof so as to allow for the full and complete satisfaction of the Existing Debt; provided, however, in the event GIPLP, at its election, pays any such unpaid Loan Fees or other balances on behalf of the Contributor, (x) the Contributor shall reimburse GIPLP for such amount or the number of Partnership Units issued to Contributor shall be adjusted to reflect such payment by GIPLP, and/or (y) the Cash Amount to be paid at the Closing shall be adjusted to reflect such payment by GIPLP. The Cash Amount to be paid at the Closing shall also be adjusted to reflect Contributor’s roof replacement credit in favor of GIPLP in the amount of $345,800, which credit Contributor shall provide to GIPLP at Closing. Contributor acknowledges that the Partnership Units are not certificated and that, therefore, the issuance of the Partnership Units shall be evidenced by the execution and delivery of an amended Exhibit A to the Partnership Agreement (the “Amended Exhibit A”).

Contribution Consideration. Upon the terms and subject to the conditions set forth in this Agreement, at Closing, in exchange for the Property, the parties agree as follows: (a) In consideration of Hampton contributing, conveying, assigning, transferring and delivering the total consideration which induced Assets to Paragon, Paragon shall, at the Contributor to contribute the Property to GIPLP includes: the Partnership Units, the application of GIPLP’s Debt toward the discharge, cancellation and replacement of the Existing Debt at Closing, (i) issue and GIPLP’s payment of the Adjusted Cash Amountdeliver to Hampton 813,938 validly issued, all of which shall hereinafter be referred to collectively as fully paid and non-assessable Paragon Units (the “Contribution Consideration”); and (ii) assume the Assumed Liabilities. The Paragon Units issued to Hampton in connection with Section 2.2(a)(i) shall constitute ninety-nine percent (99%) of the authorized, issued and outstanding Paragon Units. If the calculation of the Contribution Consideration in connection with Section 2.2(a)(i) results in a fractional number of Paragon Units being issued to Hampton, Paragon shall round that fraction up or down, as the case may be, to the nearest whole number of Paragon Units. Upon issuance, the Paragon Units will have the terms, and will entitle the holder thereof to the rights, powers and privileges described in the agreement of limited partnership of Paragon attached hereto as Exhibit A, which imposes a four (4) year holding period on any Paragon Units prior to conversion into Common Stock (the “Partnership Agreement”). As of the date of this Agreement, Hampton shall have executed a subscription agreement in the form attached hereto as Exhibit B (the “Subscription Agreement”). (b) Credits and adjustments of cash will be made for the Partnership Units shall have an aggregate value, calculated as: following: (i) the Gross Asset Value (defined above); minus (ii) the Existing Debt (defined below) Any rents, prepaid items and other applicable items with respect to the Property; and minus (iii) Seven Hundred Ten Thousand and No/100 Dollars ($710,000.00) in immediately available funds to be paid to Contributor (“Cash Amount”) provided, however, the Cash Amount Assumed Liabilities shall be subject prorated as of the Closing Date. Hampton shall assign to any adjustments described Paragon all tenant security deposits with respect to the Assumed Liabilities and Paragon shall receive cash in this Agreement occurring on or prior the amount thereof. (ii) Ad valorem, real and tangible personal property taxes that are a lien with respect to the Assets as of the Closing Date in favor shall be prorated between Hampton and Paragon as of GIPLP (as adjusted, the “Adjusted Cash Amount”) (Closing Date on the value basis of (i), (ii) and (iii) collectively no applicable discount. If the “Partnership Units Value”); provided further, however, that any adjustment to the Cash Amount will not affect the Partnership Units Value; (c) the Property will be transferred to GIPLP or its Affiliate subject to the unpaid principal balance and any accrued but unpaid interest of that certain: (i) Promissory Note dated November 1, 2016, in the original principal amount of such taxes with respect to any of the Assets has not been determined as of the Closing Date, then the taxes with respect to such Assets for the preceding calendar year, on the basis of no applicable discount, shall be used to calculate such prorations, with known changes in valuation or millage applied. Paragon will receive the amount of prorated taxes in cash from Hampton. If the actual amount of any such taxes varies by more than $6,300,000.00, made by Contributor in favor of Bayport Credit Union (the “Contributor’s Lender”) the “Existing Debt”); provided, however, GIPLP will, subject to the provisions of this Section 2.5, cause the Existing Debt to be satisfied simultaneous with, but effective immediately after, the Closing; (d) the total amount to be paid to the Contributor 5,000 from estimates used at the Closing to prorate such taxes, then the parties shall be re-prorate such taxes within ten (10) days following request by any party based on the Adjusted Cash Amount and the Partnership Units (the “Contribution Amount”); (e) 1,008,000 Partnership Units shall be issued to the Contributor (it being agreed upon that the Partnership Units Value is $5,040,000.00 and that such number of Partnership Units was calculated by dividing the Partnership Units Value by $5.00, which is the agreed-upon price of one share of common stock, par value $0.01 per share (“Common Stock”), of GPREIT, at the time actual amount of the Closing; and (f) all costs and fees charged by the Contributor’s Lender and any rating agency, including without limitation any pre-payment penalties, brokerage charges, or legal fees, associated with the payoff of the Existing Debt (collectively the “Loan Fees”) shall be paid by Contributor. Contributor shall cooperate with GIPLP to cause all loans, notes, mortgages, deeds of trust, assignment of leases, rents and profits, subordination agreements and any other documents which relate to the Existing Debt or which serve to secure the Existing Debt (collectively, the “Contributor’s Loan Documents”) to be satisfied, cancelled, removed and discharged at Closing, including obtaining payoff letters and all necessary releases from the Contributor’s Lender. Notwithstanding anything to contrary stated in this Agreement, in the event the Existing Debt exceeds $6,300,000.00 in the aggregate, including any accrued but unpaid interest, as confirmed by payoff letters and/or estoppel certificates received from Contributor’s Lender, Contributor shall fully pay to the Escrow Agent at Closing, for credit to Contributor’s Lender, the entire unpaid balance thereof so as to allow for the full and complete satisfaction of the Existing Debt; provided, however, in the event GIPLP, at its election, pays any such unpaid Loan Fees or other balances on behalf of the Contributor, (x) the Contributor shall reimburse GIPLP for such amount or the number of Partnership Units issued to Contributor shall be adjusted to reflect such payment by GIPLP, and/or (y) the Cash Amount to be paid at the Closing shall be adjusted to reflect such payment by GIPLP. The Cash Amount to be paid at the Closing shall also be adjusted to reflect Contributor’s roof replacement credit in favor of GIPLP in the amount of $345,800, which credit Contributor shall provide to GIPLP at Closing. Contributor acknowledges that the Partnership Units are not certificated and that, therefore, the issuance of the Partnership Units shall be evidenced by the execution and delivery of an amended Exhibit A to the Partnership Agreement (the “Amended Exhibit A”)tax xxxx.

Contribution Consideration. Upon the terms and subject to the conditions set forth in this Agreement, at Closing, in exchange for the Property, the parties agree as follows: (a) the total consideration which induced the Contributor to contribute the Property to GIPLP includes: the Partnership Units, the application of GIPLP’s Debt toward the discharge, cancellation and replacement of the Existing Debt at Closing, and GIPLP’s payment of the Adjusted Cash Amount, all of which shall hereinafter be referred to collectively as the “Contribution Consideration”; (b) the Partnership Units shall have an aggregate value, calculated as: (i) the Gross Asset Value (defined above); minus (ii) the Existing Debt (defined below) with respect to the Property; and minus (iii) Seven Hundred Ten Thousand and No/100 Dollars ($710,000.00) in immediately available funds The aggregate consideration to be paid to the XxXxxxx Contributor (“Cash Amount”) providedby Acquiror and the Company for the Partnership Interests, howeverthe Fee Properties, if any, the Cash Amount Contribution and the Optional Cash Contribution, if any (the "Contribution Consideration") shall be consist of that number of LP Units (as defined below) (the "Total LP Unit Amount") that equals the aggregate of the amounts set forth in the next succeeding sentence (the "Total LP Unit Value") divided by the Per Unit Purchase Price. The Total LP Unit Value shall equal (A) the sum of the "Allocated Amounts" assigned to all of the Fee Properties, if any, and Partnership Interests, as provided on Part A of Schedule 2(b)(i)-A, subject to adjustment as provided below; minus (B) the sum of the Assumed Indebtedness with respect to all Properties, as reflected in Part A of Schedule 2(b)(i)-B, subject to adjustment as provided below; minus (C) any prorations described in Paragraph 12 ("Prorations") and credited, as of the Closing Date (as defined below), to Acquiror; plus (E) any Prorations credited, as of the Closing Date, to the XxXxxxx Contributor; minus (F) any other adjustments described in this Agreement ("Adjustments") occurring on or prior to the Closing Date in favor of GIPLP Acquiror; plus (as adjustedG) any Adjustments occurring on or prior to the Closing Date in favor of the XxXxxxx Contributor; and plus (H) the Cash Contribution and the Optional Cash Contribution, if any. If any Property is excluded from the transactions provided for in this Agreement, the “Adjusted Cash Amount”) (Allocated Amounts and the value Assumed Indebtedness shall be adjusted based on the respective amounts thereof that are allocated on Part A of (i), Schedule 2(b)(i)-A and Part A of Schedule 2(b)(i)-B to that Property. (ii) If the calculation of the Total LP Unit Amount in accordance with the foregoing provisions would result in a fraction of an LP Unit being delivered to the XxXxxxx Contributor, then the Total LP Unit Amount shall be rounded to the nearest whole number of LP Units. The Fee Properties are to be contributed to Acquiror subject to the corresponding items of Assumed Indebtedness. Provided that all conditions precedent to Acquiror's obligations to close as set forth in this Agreement (collectively, "Acquiror's Conditions Precedent") have been satisfied and fulfilled, or waived in writing by Acquiror, the Contribution Consideration shall be paid to the XxXxxxx Contributor at Closing pursuant to Subparagraph 2(c). (iii) collectively The XxXxxxx Contributor will have the “right to elect, at any time after the date of this Agreement and until Exercise Date, to make an additional contribution to Acquiror of an aggregate of up to $2.6 million of cash (which may be contributed through Partnership Units Value”Interests and may be in the form of one or more Acquisition Properties)(the "Optional Cash Contribution"); provided further, however, that any adjustment in consideration for the issuance to the Cash Amount will not affect XxXxxxx Contributor of additional LP Units at the Partnership Units Value; Closing. (civ) The parties acknowledge that the Property will be transferred to GIPLP XxXxxxx Contributor (or its Affiliate subject any Partnership) may close on one or more of the Acquisition Properties prior to the unpaid principal balance Closing Date. If that happens, such Acquisition Properties shall become part of the Acquisition Portfolio and any accrued but unpaid interest of the Allocated Amounts and the Assumed Indebtedness shall be adjusted to reflect the new amounts that certain: (i) Promissory Note dated November 1, 2016, in the original principal amount of $6,300,000.00, made by Contributor in favor of Bayport Credit Union (the “Contributor’s Lender”) the “Existing Debt”); provided, however, GIPLP will, subject to the provisions of this Section 2.5, cause the Existing Debt are to be satisfied simultaneous with, but effective immediately after, the Closing; allocated to those Acquisition Properties. (dv) the total amount The aggregate consideration to be paid to the Contributor at holders of the Closing shall be Minority Partnership Interests by the Adjusted Cash Amount and Company for the Minority Partnership Units Interests (the “Contribution "Common Stock Amount”); (e") 1,008,000 Partnership Units shall be issued to the Contributor (it being agreed upon consist of that the Partnership Units Value is $5,040,000.00 and that such number of shares of Common Stock that equals the sum of the Allocated Amounts assigned to such Minority Partnership Units was calculated by dividing the Partnership Units Value by $5.00Interests, which is the agreed-upon price of one share of common stock, par value $0.01 per share (“Common Stock”as provided in Schedule 2(b)(v), of GPREIT, at the time of the Closing; and (f) all costs and fees charged divided by the Contributor’s Lender and any rating agency, including without limitation any pre-payment penalties, brokerage charges, or legal fees, associated with the payoff of the Existing Debt (collectively the “Loan Fees”) shall be paid by Contributor. Contributor shall cooperate with GIPLP to cause all loans, notes, mortgages, deeds of trust, assignment of leases, rents and profits, subordination agreements and any other documents which relate to the Existing Debt or which serve to secure the Existing Debt (collectively, the “Contributor’s Loan Documents”) to be satisfied, cancelled, removed and discharged at Closing, including obtaining payoff letters and all necessary releases from the Contributor’s Lender. Notwithstanding anything to contrary stated in this Agreement, in the event the Existing Debt exceeds $6,300,000.00 in the aggregate, including any accrued but unpaid interest, as confirmed by payoff letters and/or estoppel certificates received from Contributor’s Lender, Contributor shall fully pay to the Escrow Agent at Closing, for credit to Contributor’s Lender, the entire unpaid balance thereof so as to allow for the full and complete satisfaction of the Existing Debt; provided, however, in the event GIPLP, at its election, pays any such unpaid Loan Fees or other balances on behalf of the Contributor, (x) the Contributor shall reimburse GIPLP for such amount or the number of Partnership Units issued to Contributor shall be adjusted to reflect such payment by GIPLP, and/or (y) the Cash Amount to be paid at the Closing shall be adjusted to reflect such payment by GIPLP. The Cash Amount to be paid at the Closing shall also be adjusted to reflect Contributor’s roof replacement credit in favor of GIPLP in the amount of $345,800, which credit Contributor shall provide to GIPLP at Closing. Contributor acknowledges that the Partnership Units are not certificated and that, therefore, the issuance of the Partnership Units shall be evidenced by the execution and delivery of an amended Exhibit A to the Partnership Agreement (the “Amended Exhibit A”)Per Share Purchase Price.

Contribution Consideration. Upon the terms and subject to the conditions set forth in this Agreement, at Closing, in exchange for the Property, the parties agree as follows: (a) the The total consideration which induced the Contributor to contribute the Property to GIPLP includes: the Partnership Units, and the application assumption of GIPLP’s Debt toward the discharge, cancellation and replacement of the Existing Debt at Closing, and by GIPLP’s payment of the Adjusted Cash Amount, all of which shall hereinafter be referred to collectively as the “Contribution Total Consideration”; (b) the Partnership Units shall have an aggregate value, calculated as: (i) the Gross Asset Value (defined above); minus (ii) the Existing Debt (defined below) with respect to the Property; and minus (iii) Seven Hundred Ten Thousand and No/100 Dollars ($710,000.00) in immediately available funds to be paid to Contributor (“Cash Amount”) provided, however, the Cash Amount shall be subject to any adjustments described in this Agreement occurring on or prior to the Closing Date in favor of GIPLP (as adjusted, the “Adjusted Cash Amount”) Property (the value of (i), (ii) and (iiiii) collectively the “Partnership Units Value”); provided further, however, that any adjustment to the Cash Amount will not affect the Partnership Units Value; (c) the Property will be transferred to GIPLP or its Affiliate subject to the unpaid principal balance and any accrued but unpaid interest of that certain: (i) Future Advance and Modification Promissory Note dated November 1September 26, 2016, 2018 in the original principal amount of $6,300,000.001,350,000.00, made by Contributor in favor of Bayport Credit Union Valley National Bank (the “Contributor’s Lender”) ), which has a current outstanding balance of $1,289,298.56 as of the Effective Date hereof (the “Existing Debt”); provided, however, GIPLP will, subject to the provisions of this Section 2.5, cause the Existing Debt to be satisfied simultaneous with, but effective immediately after, the Closing; (d) the total amount to be paid to the Contributor at the Closing shall be the Adjusted Cash Amount and the Partnership Units (the “Contribution Amount”); (e) 1,008,000 25,535 Partnership Units shall be issued to the Contributor (it being agreed upon that the Partnership Units Value is $5,040,000.00 510,700 and that such number of Partnership Units was calculated by dividing the Partnership Units Value by $5.0020.00, which is the agreed-upon price of one share of common stock, par value $0.01 per share (“Common Stock”), of GPREIT, at the time of the Closing; and (fe) all costs and fees charged by the Contributor’s Lender and any rating agency, including without limitation any pre-payment penalties, brokerage charges, or legal fees, associated with the payoff assumption of the Existing Debt by GIPLP (collectively the “Loan Fees”) shall be paid by ContributorGIPLP. Contributor shall cooperate with GIPLP to cause all loans, notes, mortgages, deeds of trust, assignment of leases, rents and profits, subordination agreements and any other documents which relate to the Existing Debt or which serve to secure the Existing Debt (collectively, the “Contributor’s Loan Documents”) to be satisfied, cancelled, removed and discharged at Closing, including obtaining payoff letters and all necessary releases from the Contributor’s Lender. Notwithstanding anything to contrary stated in this Agreement, in the event the Existing Debt exceeds $6,300,000.00 in the aggregate, including any accrued but unpaid interest, as confirmed assumed by payoff letters and/or estoppel certificates received from Contributor’s Lender, Contributor shall fully pay to the Escrow Agent at Closing, for credit to Contributor’s Lender, the entire unpaid balance thereof so as to allow for the full and complete satisfaction of the Existing Debt; provided, however, in the event GIPLP, at its election, pays any such unpaid Loan Fees or other balances on behalf of the Contributor, (x) the Contributor shall reimburse GIPLP for such amount or the number of Partnership Units issued to Contributor shall be adjusted to reflect such payment by GIPLP, and/or (y) the Cash Amount to be paid at the Closing shall be adjusted to reflect such payment by GIPLP. The Cash Amount to be paid at the Closing shall also be adjusted to reflect Contributor’s roof replacement credit in favor of GIPLP in the amount of $345,800, which credit Contributor shall provide to GIPLP at ClosingClosing (hereinafter defined). Contributor acknowledges that the Partnership Units are not certificated and that, therefore, the issuance of the Partnership Units shall be evidenced by the execution and delivery of an amended Exhibit A to the Partnership Agreement (the “Amended Exhibit A”).

Contribution Consideration. Upon (a) The aggregate purchase price for the terms Interests (the "Purchase Price") shall be the sum of Fifteen Million One Hundred Thousand and 00/100 Dollars ($15,100,000) less (i) the principal amount of that certain mortgage (the "First Mortgage") of approximately $10,904,616.60 formerly held by Xxxxxxx Xxxxx Credit Corp. encumbering the Property subject to the conditions terms of this Agreement, and (ii) the amount of the Deferred Note, as defined in Section 3.1(a)(iv) below. AEGIS shall pay the Purchase Price to each of the Contributors at Closing as follows: (i) the Purchase Price shall be allocated among the Contributors in proportion to their respective Interests. (ii) the portion of the Purchase Price payable to Contributors in cash, as set forth on Schedule 1, shall be paid on the Closing Date by the wire transfer of immediately available Federal Funds to an account or accounts designated by such Contributors (the "Cash Component"). (iii) the portion of the Purchase Price payable to Contributors in Units, as set forth on Schedule 1 (the "Unit Component") shall be calculated in the manner provided below; provided that the Unit Component shall be distributed only to Contributors, equity owners, partners or members thereof who meet the definition of "Qualifying Partners" set forth in this Agreementsubsection (b) below. (iv) in addition to the Purchase Price each Contributor shall be entitled to receive a pro rata share of $200,000, which shall be payable by delivery at ClosingClosing of a promissory note (a "Deferred Note") in that amount, in exchange for the Propertyform attached hereto as Exhibit X, the parties agree as follows: payable to such Contributor or Qualifying Partner thereof which shall provide that (a) the total consideration which induced principal balance without interest shall be due and payable on the Contributor day prior to contribute the Property to GIPLP includes: the Partnership Units, the application of GIPLP’s Debt toward the discharge, cancellation and replacement first anniversary of the Existing Debt at Closingdate of the Deferred Note and shall be payable in cash or Units in accordance with Schedule 1 annexed hereto, and GIPLP’s payment of the Adjusted Cash Amount, all of which shall hereinafter be referred to collectively as the “Contribution Consideration”; (b) a Deferred Note shall be prepayable in whole or in part without penalty or premium. The prorations and adjustments provided herein shall be paid in cash by AEGIS or the Partnership Units Contributors, as the case may be. (b) As used herein, the term "Qualifying Partner" shall have an aggregate valuemean Southgate General Corp. ("SGC") and any Contributor or equity owner, calculated as: partner or member thereof or any equity owner, partner or member of any of them (i) who is an "accredited investor", as such term is defined in Regulation D, promulgated under the Gross Asset Value (defined above); minus (ii) the Existing Debt (defined below) with respect to the Property; and minus (iii) Seven Hundred Ten Thousand and No/100 Dollars ($710,000.00) in immediately available funds to be paid to Contributor (“Cash Amount”) providedSecurities Act of 1933, however, the Cash Amount shall be subject to any adjustments described in this Agreement occurring on or prior to the Closing Date in favor of GIPLP (as adjusted, the “Adjusted Cash Amount”) amended (the value of (i"Securities Act"), (ii) who is receiving and who has completed and returned to AEGIS an Investor Questionnaire in the form of Exhibit B annexed hereto, (iii) collectively the “Partnership Units Value”); provided further, however, that any adjustment to the Cash Amount will not affect the Partnership Units Value; (c) the Property who will be transferred to GIPLP or its Affiliate subject to the unpaid principal balance and any accrued but unpaid interest receiving Units with a value of that certain: (i) Promissory Note dated November 1, 2016, not less than $250,000 in the original principal amount aggregate (calculated as provided in Section 3.3 below), and (iv) who agrees to execute and deliver to AEGIS, prior to its receipt of $6,300,000.00, made by Contributor in favor of Bayport Credit Union (the “Contributor’s Lender”) the “Existing Debt”); provided, however, GIPLP will, subject to the provisions of this Section 2.5, cause the Existing Debt to be satisfied simultaneous with, but effective immediately afterany Units, the Closing; (ddocuments described in Section 11.2(a) the total amount to be paid to the Contributor at the Closing shall be the Adjusted Cash Amount and the Partnership Units (the “Contribution Amount”); (e) 1,008,000 Partnership Units shall be issued to the Contributor (it being agreed upon that the Partnership Units Value is $5,040,000.00 and that such number of Partnership Units was calculated by dividing the Partnership Units Value by $5.00, which is the agreed-upon price of one share of common stock, par value $0.01 per share (“Common Stock”), of GPREIT, at the time of the Closing; and (f) all costs and fees charged by the Contributor’s Lender and any rating agency, including without limitation any pre-payment penalties, brokerage charges, or legal fees, associated with the payoff of the Existing Debt (collectively the “Loan Fees”) shall be paid by Contributor. Contributor shall cooperate with GIPLP to cause all loans, notes, mortgages, deeds of trust, assignment of leases, rents and profits, subordination agreements and any other documents which relate to the Existing Debt or which serve to secure the Existing Debt (collectively, the “Contributor’s Loan Documents”) to be satisfied, cancelled, removed and discharged at Closing, including obtaining payoff letters and all necessary releases from the Contributor’s Lender. Notwithstanding anything to contrary stated in this Agreement, in the event the Existing Debt exceeds $6,300,000.00 in the aggregate, including any accrued but unpaid interest, as confirmed by payoff letters and/or estoppel certificates received from Contributor’s Lender, Contributor shall fully pay to the Escrow Agent at Closing, for credit to Contributor’s Lender, the entire unpaid balance thereof so as to allow for the full and complete satisfaction of the Existing Debt; provided, however, in the event GIPLP, at its election, pays any such unpaid Loan Fees or other balances on behalf of the Contributor, (x) the Contributor shall reimburse GIPLP for such amount or the number of Partnership Units issued to Contributor shall be adjusted to reflect such payment by GIPLP, and/or (y) the Cash Amount to be paid at the Closing shall be adjusted to reflect such payment by GIPLP. The Cash Amount to be paid at the Closing shall also be adjusted to reflect Contributor’s roof replacement credit in favor of GIPLP in the amount of $345,800, which credit Contributor shall provide to GIPLP at Closing. Contributor acknowledges that the Partnership Units are not certificated and that, therefore, the issuance of the Partnership Units shall be evidenced by the execution and delivery of an amended Exhibit A to the Partnership Agreement (the “Amended Exhibit A”)below.

Contribution Consideration. Upon the terms and subject to the conditions set forth in this Agreement, at Closing, in exchange for the Property, the parties agree as follows: (a) the The total consideration which induced the Contributor to contribute the Property to GIPLP includes: the Partnership Units, and the application assumption of GIPLP’s Debt toward the discharge, cancellation and replacement of the Existing Debt at Closing, and by GIPLP’s payment of the Adjusted Cash Amount, all of which shall hereinafter be referred to collectively as the “Contribution Total Consideration”; (b) the Partnership Units shall have an aggregate value, calculated as: (i) the Gross Asset Value (defined above); minus (ii) the Existing Debt (defined below) with respect to the Property; and minus (iii) Seven Hundred Ten Thousand and No/100 Dollars ($710,000.00) in immediately available funds to be paid to Contributor (“Cash Amount”) provided, however, the Cash Amount shall be subject to any adjustments described in this Agreement occurring on or prior to the Closing Date in favor of GIPLP (as adjusted, the “Adjusted Cash Amount”) Property (the value of (i), (ii) and (iiiii) collectively the “Partnership Units ValuePartnershipUnitsValue”); provided further, however, that any adjustment to the Cash Amount will not affect the Partnership Units Value; (c) the Property will be transferred to GIPLP or its Affiliate subject to the unpaid principal balance and any accrued but unpaid interest of that certain: (i) Future Advance and Modification Promissory Note dated November 1September 26, 2016, 2018 in the original principal amount of $6,300,000.001,350,000.00, made by Contributor in favor of Bayport Credit Union Valley National Bank (the “Contributor’s Lender”) ), which has a current outstanding balance of $1,289,298.56 as of the Effective Date hereof (the “Existing Debt”); provided, however, GIPLP will, subject to the provisions of this Section 2.5, cause the Existing Debt to be satisfied simultaneous with, but effective immediately after, the Closing; (d) the total amount to be paid to the Contributor at the Closing shall be the Adjusted Cash Amount and the Partnership Units (the “Contribution Amount”); (e) 1,008,000 25,535 Partnership Units shall be issued to the Contributor (it being agreed upon that the Partnership Units Value is $5,040,000.00 510,700 and that such number of Partnership Units was calculated by dividing the Partnership Units Value by $5.0020.00, which is the agreed-upon price of one share of common stock, par value $0.01 per share (“Common Stock”), of GPREIT, at the time of the Closing; and (fe) all costs and fees charged by the Contributor’s Lender and any rating agency, including without limitation any pre-payment penalties, brokerage charges, or legal fees, associated with the payoff assumption of the Existing Debt by GIPLP (collectively the “Loan Fees”) shall be paid by ContributorGIPLP. Contributor shall cooperate with GIPLP to cause all loans, notes, mortgages, deeds of trust, assignment of leases, rents and profits, subordination agreements and any other documents which relate to the Existing Debt or which serve to secure the Existing Debt (collectively, the “Contributor’s Loan Documents”) to be satisfied, cancelled, removed and discharged at Closing, including obtaining payoff letters and all necessary releases from the Contributor’s Lender. Notwithstanding anything to contrary stated in this Agreement, in the event the Existing Debt exceeds $6,300,000.00 in the aggregate, including any accrued but unpaid interest, as confirmed assumed by payoff letters and/or estoppel certificates received from Contributor’s Lender, Contributor shall fully pay to the Escrow Agent at Closing, for credit to Contributor’s Lender, the entire unpaid balance thereof so as to allow for the full and complete satisfaction of the Existing Debt; provided, however, in the event GIPLP, at its election, pays any such unpaid Loan Fees or other balances on behalf of the Contributor, (x) the Contributor shall reimburse GIPLP for such amount or the number of Partnership Units issued to Contributor shall be adjusted to reflect such payment by GIPLP, and/or (y) the Cash Amount to be paid at the Closing shall be adjusted to reflect such payment by GIPLP. The Cash Amount to be paid at the Closing shall also be adjusted to reflect Contributor’s roof replacement credit in favor of GIPLP in the amount of $345,800, which credit Contributor shall provide to GIPLP at ClosingClosing (hereinafter defined). Contributor acknowledges that the Partnership Units are not certificated and that, therefore, the issuance of the Partnership Units shall be evidenced by the execution and delivery of an amended Exhibit A to the Partnership Agreement (the “Amended Exhibit A”).

Contribution Consideration. Upon (a) The aggregate purchase price for the terms Interests (the "Purchase Price") shall be the sum of Four Million Eight Hundred Thousand and 00/100 Dollars ($4,800,000) less (i) the principal amount of that certain mortgage (the "First Mortgage") of approximately $1,852,051.00 held by National City Bank of Columbus encumbering the Property subject to the conditions terms of this Agreement (which shall be satisfied at closing by AEGIS), and (ii) the amount of the Deferred Note, as defined in Section 3.1(a)(iv) below. AEGIS shall pay the Purchase Price to each of the Contributors at Closing as follows: (i) the Purchase Price shall be allocated among the Contributors in proportion to their respective Interests. (ii) the portion of the Purchase Price payable to Contributors in cash, as set forth on Schedule 1, shall be paid on the Closing Date by the wire transfer of immediately available Federal Funds to an account or accounts designated by such Contributors (the "Cash Component"). (iii) the portion of the Purchase Price payable to Contributors in Units, as set forth on Schedule 1 (the "Unit Component") shall be calculated in the manner provided below; provided that the Unit Component shall be distributed only to Contributors, equity owners, partners or members thereof who meet the definition of "Qualifying Partners" set forth in this Agreementsubsection (b) below. (iv) in addition to the Purchase Price each Contributor shall be entitled to receive a pro rata share of $230,000, which shall be payable by delivery at ClosingClosing of a promissory note (a "Deferred Note") in that amount, in exchange for the Propertyform attached hereto as Exhibit X, the parties agree as follows: payable to such Contributors or Qualifying Partner thereof, which shall provide that (a) the total consideration which induced principal balance without interest shall be due and payable on the Contributor day prior to contribute the Property to GIPLP includes: the Partnership Units, the application of GIPLP’s Debt toward the discharge, cancellation and replacement first anniversary of the Existing Debt at Closingdate of a Deferred Note and shall be payable in cash or Units in accordance with Schedule 1 annexed hereto, and GIPLP’s payment of the Adjusted Cash Amount, all of which shall hereinafter be referred to collectively as the “Contribution Consideration”; (b) a Deferred Note shall be prepayable in whole or in part without penalty or premium. The prorations and adjustments provided herein shall be paid in cash by AEGIS or the Partnership Units Contributors, as the case may be. (b) As used herein, the term "Qualifying Partner" shall have an aggregate valuemean any Contributor or equity owner, calculated as: partner or member thereof or any equity owner, partner or member of any of them (i) who is an "accredited investor", as such term is defined in Regulation D, promulgated under the Gross Asset Value (defined above); minus (ii) the Existing Debt (defined below) with respect to the Property; and minus (iii) Seven Hundred Ten Thousand and No/100 Dollars ($710,000.00) in immediately available funds to be paid to Contributor (“Cash Amount”) providedSecurities Act of 1933, however, the Cash Amount shall be subject to any adjustments described in this Agreement occurring on or prior to the Closing Date in favor of GIPLP (as adjusted, the “Adjusted Cash Amount”) amended (the value of (i"Securities Act"), (ii) who is receiving and who has completed and returned to AEGIS an Investor Questionnaire in the form of Exhibit B annexed hereto, (iii) collectively the “Partnership Units Value”); provided further, however, that any adjustment to the Cash Amount will not affect the Partnership Units Value; (c) the Property who will be transferred to GIPLP or its Affiliate subject to the unpaid principal balance and any accrued but unpaid interest receiving Units with a value of that certain: (i) Promissory Note dated November 1, 2016, not less than $250,000 in the original principal amount aggregate (calculated as provided in Section 3.3 below), and (iv) who agrees to execute and deliver to AEGIS, prior to its receipt of $6,300,000.00, made by Contributor in favor of Bayport Credit Union (the “Contributor’s Lender”) the “Existing Debt”); provided, however, GIPLP will, subject to the provisions of this Section 2.5, cause the Existing Debt to be satisfied simultaneous with, but effective immediately afterany Units, the Closing; (ddocuments described in Section 11.2(a) the total amount to be paid to the Contributor at the Closing shall be the Adjusted Cash Amount and the Partnership Units (the “Contribution Amount”); (e) 1,008,000 Partnership Units shall be issued to the Contributor (it being agreed upon that the Partnership Units Value is $5,040,000.00 and that such number of Partnership Units was calculated by dividing the Partnership Units Value by $5.00, which is the agreed-upon price of one share of common stock, par value $0.01 per share (“Common Stock”), of GPREIT, at the time of the Closing; and (f) all costs and fees charged by the Contributor’s Lender and any rating agency, including without limitation any pre-payment penalties, brokerage charges, or legal fees, associated with the payoff of the Existing Debt (collectively the “Loan Fees”) shall be paid by Contributor. Contributor shall cooperate with GIPLP to cause all loans, notes, mortgages, deeds of trust, assignment of leases, rents and profits, subordination agreements and any other documents which relate to the Existing Debt or which serve to secure the Existing Debt (collectively, the “Contributor’s Loan Documents”) to be satisfied, cancelled, removed and discharged at Closing, including obtaining payoff letters and all necessary releases from the Contributor’s Lender. Notwithstanding anything to contrary stated in this Agreement, in the event the Existing Debt exceeds $6,300,000.00 in the aggregate, including any accrued but unpaid interest, as confirmed by payoff letters and/or estoppel certificates received from Contributor’s Lender, Contributor shall fully pay to the Escrow Agent at Closing, for credit to Contributor’s Lender, the entire unpaid balance thereof so as to allow for the full and complete satisfaction of the Existing Debt; provided, however, in the event GIPLP, at its election, pays any such unpaid Loan Fees or other balances on behalf of the Contributor, (x) the Contributor shall reimburse GIPLP for such amount or the number of Partnership Units issued to Contributor shall be adjusted to reflect such payment by GIPLP, and/or (y) the Cash Amount to be paid at the Closing shall be adjusted to reflect such payment by GIPLP. The Cash Amount to be paid at the Closing shall also be adjusted to reflect Contributor’s roof replacement credit in favor of GIPLP in the amount of $345,800, which credit Contributor shall provide to GIPLP at Closing. Contributor acknowledges that the Partnership Units are not certificated and that, therefore, the issuance of the Partnership Units shall be evidenced by the execution and delivery of an amended Exhibit A to the Partnership Agreement (the “Amended Exhibit A”)below.

Contribution Consideration. Upon the terms and subject to the conditions set forth in this Agreement, at Closing, in exchange for the Property, the parties agree as follows: (a) the total The aggregate consideration which induced the Contributor to contribute the Property to GIPLP includes: the Partnership Units, the application of GIPLP’s Debt toward the discharge, cancellation and replacement of the Existing Debt at Closing, and GIPLP’s payment of the Adjusted Cash Amount, all of which shall hereinafter be referred to collectively as the “Contribution Consideration”; (b) the Partnership Units shall have an aggregate value, calculated as: (i) the Gross Asset Value (defined above); minus (ii) the Existing Debt (defined below) with respect to the Property; and minus (iii) Seven Hundred Ten Thousand and No/100 Dollars ($710,000.00) in immediately available funds to be paid to Contributor by Acquiror for the Properties (“Cash the "Contribution Consideration") shall consist of (a) that number (the "Total OP Unit Amount”") provided, however, of OP Units (as defined below) having an aggregate value (based upon a market price of $16.50 per share for the Cash Amount shall be subject to any adjustments common stock of the REIT) of the sum of the amounts described in this Agreement occurring on or prior clauses (i) and (ii) below (the "Total OP Unit Value"): (i) For the Columbia Properties, (a) Thirty-Three Million Six Hundred Fifty-Three Thousand One Hundred Ninety-Eight and 00/100 Dollars ($33,653,198.00); minus (b) the sum of all of the indebtedness of Contributor relating to the Columbia Properties (including unpaid principal and interest and any prepayment fees and related charges), as of the Closing Date in favor of GIPLP (as adjusteddefined below), under those certain mortgage loans more particularly described in Exhibit F attached to this Agreement (the "Columbia Existing Indebtedness"); minus (c) any prorations described in Section 6C ("Prorations") and credited, as of the Closing Date, to Acquiror; plus (d) any Prorations credited, as of the Closing Date, to Contributor. (ii) For the Airline Property, (a) Six Million Four Hundred Ninety Thousand One Hundred Sixty One and 00/100 Dollars ($6,490,161.00), minus (b) the sum of all of the indebtedness of Contributor relating to the Airline Property (including unpaid principal and interest and any prepayment fees and related charges), as of the Closing Date, under those certain mortgage loans more particularly described in Exhibit F attached to this Agreement (the "Airline Existing Indebtedness," and together with the Columbia Existing Indebtedness, the “Adjusted Cash Amount”"Existing Indebtedness"); minus (c) any Prorations credited, as of the Closing Date, to Acquiror; plus (d) any Prorations credited, as of the value of Closing Date, to Contributor. (iii) Notwithstanding the foregoing clauses (i) and (ii), the number of OP Units to be paid by Acquiror, without giving effect to any adjustment for Prorations discussed in clauses (i)(c), (iii)(d), (ii)(c) and (iiiii)(d) collectively above, shall not exceed 797,892 OP Units. If the “Partnership Units Value”); provided furthercalculation of the Contribution Consideration in accordance with the foregoing provisions would result in a fraction of an OP Unit being delivered to Contributor, however, that any adjustment then such fraction shall be rounded to the Cash Amount will not affect the Partnership Units Value; (c) the Property will nearest whole number. The Properties are to be transferred contributed to GIPLP or its Affiliate Acquiror subject to the unpaid principal balance and any accrued but unpaid interest corresponding items of that certain: (i) Promissory Note dated November 1Existing Indebtedness, 2016which will either be assumed, in the original principal amount of $6,300,000.00, made refinanced or paid off by Contributor in favor of Bayport Credit Union (the “Contributor’s Lender”) the “Existing Debt”); provided, however, GIPLP will, subject to the provisions of this Section 2.5, cause the Existing Debt to be satisfied simultaneous with, but effective Acquiror immediately after, following the Closing; (d) the total amount to be paid to the Contributor at the Closing shall be the Adjusted Cash Amount and the Partnership Units (the “Contribution Amount”); (e) 1,008,000 Partnership Units shall be issued to the Contributor (it being agreed upon that the Partnership Units Value is $5,040,000.00 and that such number of Partnership Units was calculated by dividing the Partnership Units Value by $5.00, which is the agreed-upon price of one share of common stock, par value $0.01 per share (“Common Stock”), of GPREIT, at the time of the Closing; and (f) all costs and fees charged by the Contributor’s Lender and any rating agency, including without limitation any pre-payment penalties, brokerage charges, or legal fees, associated with the payoff of the Existing Debt (collectively the “Loan Fees”) shall be paid by Contributor. Contributor shall cooperate with GIPLP to cause all loans, notes, mortgages, deeds of trust, assignment of leases, rents and profits, subordination agreements and any other documents which relate to the Existing Debt or which serve to secure the Existing Debt (collectively, the “Contributor’s Loan Documents”) to be satisfied, cancelled, removed and discharged at Closing, including obtaining payoff letters and all necessary releases from the Contributor’s Lender. Notwithstanding anything to contrary stated in this Agreement, in the event the Existing Debt exceeds $6,300,000.00 in the aggregate, including any accrued but unpaid interest, as confirmed by payoff letters and/or estoppel certificates received from Contributor’s Lender, Contributor shall fully pay to the Escrow Agent at Closing, for credit to Contributor’s Lender, the entire unpaid balance thereof so as to allow for the full and complete satisfaction of the Existing Debt; provided, however, in the event GIPLP, at its election, pays any such unpaid Loan Fees or other balances on behalf of the Contributor, (x) the Contributor shall reimburse GIPLP for such amount or the number of Partnership Units issued to Contributor shall be adjusted to reflect such payment by GIPLP, and/or (y) the Cash Amount to be paid at the Closing shall be adjusted to reflect such payment by GIPLP. The Cash Amount to be paid at the Closing shall also be adjusted to reflect Contributor’s roof replacement credit in favor of GIPLP in the amount of $345,800, which credit Contributor shall provide to GIPLP at Closing. Contributor acknowledges that the Partnership Units are not certificated and that, therefore, the issuance of the Partnership Units shall be evidenced by the execution and delivery of an amended Exhibit A to the Partnership Agreement (the “Amended Exhibit A”).

Contribution Consideration. Upon The aggregate consideration to be paid and/or issued by Acquiror for the terms and subject to Property (the conditions set forth in this Agreement, at Closing"Contribution Consideration") shall consist of (x) an amount, in exchange for the Propertycash and such number of LP Units (as defined below), the parties agree as follows: (a) the total consideration which induced the Contributor to contribute the Property to GIPLP includes: the Partnership Units, the application of GIPLP’s Debt toward the discharge, cancellation and replacement of the Existing Debt at Closing, and GIPLP’s payment of the Adjusted Cash Amount, all of which shall hereinafter be referred to collectively as the “Contribution Consideration”; (b) the Partnership Units shall have an aggregate value, calculated as: value that equals the difference between (i) the Gross Asset Value Eighty Nine Million Two Hundred Eighty Thousand and no/100 (defined above); minus $89,280,000) Dollars, and (ii) the Existing Debt (defined below) with respect to the Property; and minus (iii) Seven Hundred Ten Thousand and No/100 Dollars ($710,000.00) in immediately available funds to be paid to Contributor (“Cash Amount”) provided, however, the Cash Amount shall be subject to any adjustments described in this Agreement occurring on or prior to the Closing Date in favor of GIPLP (as adjusted, the “Adjusted Cash Amount”) (the value of (i), (ii) and (iii) collectively the “Partnership Units Value”); provided further, however, that any adjustment to the Cash Amount will not affect the Partnership Units Value; (c) the Property will be transferred to GIPLP or its Affiliate subject to the unpaid principal balance and any accrued but unpaid interest of that certain: (i) Promissory Note dated November 1, 2016, in the original outstanding principal amount of $6,300,000.00, made by Contributor in favor of Bayport Credit Union the first mortgage indebtedness owed to Xxxxxxxx Funding Company encumbering the Property (the “Contributor’s Lender”) "Existing Mortgage"), on the “Existing Debt”); provided, however, GIPLP willClosing Date, subject to the provisions adjustments contemplated in this Agreement. Ninety percent (90%) of this Section 2.5the Contribution Consideration shall be in cash and ten percent (10%) shall be in the form of LP Units. Contributor agrees to dissolve at or shortly after the closing contemplated under the Agreement and, cause by execution hereof, agrees to assign or distribute to Cirrus Xxxxxxxx Associates, L.P. ("CRALP"), a partner of Contributor, all of the Existing Debt Contributor's rights to be satisfied simultaneous withreceive the LP Units. The parties acknowledge that CRALP intends to dissolve at or shortly after the closing contemplated under the Agreement and intends to assign or distribute to DKH Stamford Associates, but effective immediately afterL.P. ("DKH"), a partner of CRALP, all of CRALP's rights to receive the LP Units. In connection with the dissolution of Contributor, the Closing; (d) the total amount to Contribution Consideration shall be issued or paid to the partners of Contributor at ("Contributor's Partners") in the amounts (the "Partner's Liquidation Amounts") and in the form specified on Schedule 2(b) attached hereto and incorporated herein by reference. At the Closing (as defined below) the Acquiror shall be (i) issue and deliver to CRALP its pro rata share (based on the Adjusted Cash Amount Partners' Liquidation Amounts for CRALP specified on Schedule 2(b) hereto) of the Contribution Consideration in cash and LP Units calculated in the Partnership manner as provided in Subparagraph 2(c)(ii) below. If the calculation of the Contribution Consideration or Adjustments (as defined below) otherwise payable in LP Units (the “Contribution Amount”); (ein accordance with Subparagraph 2(c)(ii) 1,008,000 Partnership Units or 2(g) would result in a fraction of an LP Unit being delivered to Contributor, Acquiror shall be issued pay cash in lieu of that fraction. Provided that all conditions precedent to the Contributor (it being agreed upon that the Partnership Units Value is $5,040,000.00 and that such number of Partnership Units was calculated by dividing the Partnership Units Value by $5.00, which is the agreed-upon price of one share of common stock, par value $0.01 per share (“Common Stock”), of GPREIT, at the time of the Closing; and (f) all costs and fees charged by the Contributor’s Lender and any rating agency, including without limitation any pre-payment penalties, brokerage charges, or legal fees, associated with the payoff of the Existing Debt (collectively the “Loan Fees”) shall be paid by Contributor. Contributor shall cooperate with GIPLP REIT's obligations to cause all loans, notes, mortgages, deeds of trust, assignment of leases, rents and profits, subordination agreements and any other documents which relate to the Existing Debt or which serve to secure the Existing Debt close in this Agreement (collectively, the “Contributor’s Loan Documents”"REIT's Conditions Precedent") to be satisfiedhave been satisfied and fulfilled, cancelled, removed and discharged at Closing, including obtaining payoff letters and all necessary releases from or waived in writing by the Contributor’s Lender. Notwithstanding anything to contrary stated in this Agreement, in the event the Existing Debt exceeds $6,300,000.00 in the aggregate, including any accrued but unpaid interest, as confirmed by payoff letters and/or estoppel certificates received from Contributor’s Lender, Contributor shall fully pay to the Escrow Agent at Closing, for credit to Contributor’s LenderREIT, the entire unpaid balance thereof so as REIT shall cause the Acquiror to allow for the full and complete satisfaction of the Existing Debt; provided, however, in the event GIPLP, issue its LP Units to DKH at its election, pays any such unpaid Loan Fees or other balances on behalf of the Contributor, (x) the Contributor shall reimburse GIPLP for such amount or the number of Partnership Units issued Closing pursuant to Contributor shall be adjusted to reflect such payment by GIPLP, and/or (y) the Cash Amount to be paid at the Closing shall be adjusted to reflect such payment by GIPLP. The Cash Amount to be paid at the Closing shall also be adjusted to reflect Contributor’s roof replacement credit in favor of GIPLP in the amount of $345,800, which credit Contributor shall provide to GIPLP at Closing. Contributor acknowledges that the Partnership Units are not certificated and that, therefore, the issuance of the Partnership Units shall be evidenced by the execution and delivery of an amended Exhibit A to the Partnership Agreement (the “Amended Exhibit A”Subparagraph 2(c).

Contribution Consideration. Upon the terms and subject to the conditions set forth in this Agreement, at Closing, in exchange for the Property, the parties agree as follows: : (a) the The total consideration which induced the Contributor to contribute the Property to GIPLP includes: the Partnership Units, the application of GIPLP’s 's Debt toward the discharge, cancellation and replacement of the Existing Debt at Closing, and GIPLP’s payment of the Adjusted Cash AmountDebt, all of which shall hereinafter be referred to collectively as the “Contribution "Total Consideration”; "; (b) the Partnership Units shall have an aggregate value, calculated as: (i) the Gross Asset Value (defined above); minus (ii) the Existing Debt (defined below) with respect to the Property; and minus (iii) Seven Hundred Ten Thousand and No/100 Dollars ($710,000.00) in immediately available funds to be paid to Contributor (“Cash Amount”) provided, however, the Cash Amount shall be subject to any adjustments described in this Agreement occurring on or prior to the Closing Date in favor of GIPLP (as adjusted, the “Adjusted Cash Amount”) (the value of (i), ) and (ii) and (iii) collectively the “"Partnership Units Value”"); provided further, however, that any adjustment to the Cash Amount will not affect the Partnership Units Value; ; (c) the Property will be transferred to GIPLP or its Affiliate subject to the unpaid principal balance and any accrued but unpaid interest of that certain: (i) certain Promissory Note dated November 1April 10, 2016, 2017 in the original principal amount of $6,300,000.001,215,000.00, made by Contributor in favor of Bayport Credit Union Valley National Bank (the “"Contributor’s 's Lender”") (the “"Existing Debt”"); provided, however, GIPLP will, subject to the provisions of this Section 2.5, cause the Existing Debt to be satisfied simultaneous with, but effective immediately after, the Closing; ; (d) the total amount to be paid to the Contributor at the Closing shall be the Adjusted Cash Amount and the Partnership Units (the “"Contribution Amount”"); ; (e) 1,008,000 the number of Partnership Units that shall be issued to the Contributor (it being agreed upon that is the quotient of the Partnership Units Value, divided by $10.00. For Example - If Gross Asset Value is $2,195,000 and the Existing Debt is $1,101,000, then Partnership Units Value is $5,040,000.00 and that such 1,094,000. The number of Partnership Units was calculated by dividing the Partnership Units Value by that Contributor will receive is 109,400 ($5.00, which is the agreed-upon price of one share of common stock, par value $0.01 per share (“Common Stock”1,094,000/$10), of GPREIT, at the time of the Closing; and and (f) all costs and fees charged by the Contributor’s 's Lender and any rating agency, including without limitation any pre-payment penalties, brokerage charges, or legal fees, associated with the payoff of the Existing Debt (collectively the “"Loan Fees”") shall be paid by Contributor. Contributor shall cooperate with GIPLP to cause all loans, notes, mortgages, deeds of trust, assignment of leasesofleases, rents and profits, subordination agreements and any other documents which relate to the Existing Debt or which serve to secure the Existing Debt (collectively, the “"Contributor’s 's Loan Documents”") to be satisfied, cancelled, removed and discharged at ClosingClosing (hereinafter defined), including obtaining payoff letters and all necessary releases from the Contributor’s 's Lender. Notwithstanding anything to contrary stated in this Agreement, in the event the Existing Debt exceeds $6,300,000.00 in 1,101,000.00 as of the aggregateClosing Date, including any accrued but unpaid interest, as confirmed by payoff letters and/or estoppel certificates received from Contributor’s 's Lender, Contributor shall fully pay to the Escrow Agent at Closing, for credit to Contributor’s 's Lender, the entire unpaid balance thereof so as to allow for the full and complete satisfaction of the Existing Debt; provided, however, in the event GIPLP, at its election, pays any such unpaid Loan Fees or other balances on behalf of the Contributor, (x) the Contributor shall reimburse GIPLP for such amount or the number of Partnership Units issued to Contributor shall be adjusted to reflect such payment by GIPLP, and/or (y) the Cash Amount to be paid at the Closing shall be adjusted to reflect such payment by GIPLP. The Cash Amount to be paid at the Closing shall also be adjusted to reflect Contributor’s roof replacement credit in favor of GIPLP in the amount of $345,800, which credit Contributor shall provide to GIPLP at Closing. Contributor acknowledges that the Partnership Units are not certificated and that, therefore, the issuance of the Partnership Units shall be evidenced by the execution and delivery of an amended Exhibit A to the Partnership Agreement (the “"Amended Exhibit A”").