Common use of Conversion of Membership Interests of the Company Clause in Contracts

Conversion of Membership Interests of the Company. At the Effective Time, the Company Interests shall be converted into a total number of units ("Units") of limited partnership interest in the Partnership equal to (a) the difference between $2,705,892 and the outstanding principal balances and accrued but unpaid interest on the Property Loans (as defined in Section 2.2(h)) and that certain loan from Xxxxx & X'Xxxx, Inc. to the Company disclosed on Section 2.2(k) of the Disclosure Schedule attached hereto as Exhibit B (the "Disclosure Schedule"), as of the Closing Date, divided by (b) the per share price at which the common stock (the "Common Stock") of Education Realty Trust, Inc., a Maryland corporation (the "REIT"), is offered to the public in the underwritten initial public offering of the Common Stock (the "Public Offering") before any discounts or fees paid to underwriters (the "Merger Consideration"), payable to the Owners and Designees in accordance with Schedule I attached hereto. Student Management Associates, LLC acknowledges that it will receive none of the Units and that all Units issuable to it by virtue of the Merger will be paid to its members. No fractional Units will be issued as Merger Consideration hereunder, but in lieu of issuing fractional Units, the value thereof shall be paid in cash. Each Owner and Designee acknowledges that any certificates evidencing the Units will bear appropriate legends indicating (a) that the Units have not been registered under the Securities Act of 1933, as amended ("Securities Act"), and (b) that the Partnership's Agreement of Limited Partnership (the "Partnership Agreement") will restrict the transfer of the Units. Upon receipt of the Units, the Owner or its Designee (provided the Designee is an accredited

Conversion of Membership Interests of the Company. At the Effective Time, the Company Interests shall be converted into a total number of units ("Units") of limited partnership interest in the Partnership equal to (a) the difference between sum of (x) $2,705,892 and the outstanding principal balances and accrued but unpaid interest on the Property Loans (as defined in Section 2.2(h)) and that certain loan from Xxxxx & X'Xxxx, Inc. to the Company disclosed on Section 2.2(k) of the Disclosure Schedule attached hereto as Exhibit B 12,400,000 (the "Disclosure ScheduleBase Purchase Price"), as plus (y) an amount (which shall not be less than zero) equal to the difference, determined on a date not earlier than the filing of Pre-effective Amendment No. 2 to the Registration Statement of the Closing Date, divided by REIT on Form S-11 filed with the Securities and Exchange Commission in connection with the public offering (bthe "Public Offering") the per share price at which the of shares of common stock (the "Common Stock") of Education Realty Trust, Inc., a Maryland corporation (the "REIT") and not later than the completion of the Public Offering, between (i) the valuation of the Company as reasonably determined by the joint book-running managing underwriters (the "Book Runners") of the Public Offering using valuation methods consistent with those utilized in determining the Base Purchase Price at the time of this Agreement, and (ii) the Base Purchase Price (the "Additional Consideration"), divided by (b) the per share price at which the Common Stock is offered to the public in the underwritten initial public offering of the Common Stock (the "Public Offering") , before any discounts or fees paid to the underwriters (the "Merger Consideration"), . The Book Runners shall provide written notice to the Owners upon determination of the amount of the Additional Consideration. The Merger Consideration shall be payable to the Owners and or their Designees in accordance with Schedule I the percentages set forth on Exhibit B attached hereto. Student Management Associates, LLC acknowledges that it will receive none of the Units and that all Units issuable to it by virtue of the Merger transactions contemplated by this Agreement will be paid to its members. No fractional Units will be issued as Merger Consideration hereunder, but in lieu of issuing fractional Units, the value thereof shall be paid in cash. Each Owner and Designee acknowledges that any certificates evidencing the Units will bear appropriate legends indicating (a) that the Units have not been registered under the Securities Act of 1933, as amended ("Securities Act"), and (b) that the Partnership's Agreement of Limited Partnership (the "Partnership Agreement") will restrict the transfer of the Units. Upon receipt of the Units, the Owner or its Designee (provided the Designee is an accreditedaccredited investor) shall become a limited partner of the Acquirer and shall execute the Partnership Agreement. At and after the Effective Time, all of the issued and outstanding shares in the Acquirer shall remain issued and outstanding. From and after the Effective Time, each holder of any Company Interests to be converted as above provided shall surrender any certificates representing its Company Interest to the Surviving Entity. Irrespective of whether so surrendered, however, each such Company Interest shall be deemed to be canceled and shall be of no further force or effect.