Common use of OP Units Clause in Contracts

OP Units. Any portion of the Consideration payable hereunder in the form of common units of limited partnership interests of the Operating Partnership (“OP Units”) shall be registered in the name of Contributor. OP Units will not be delivered to Contributor unless Section 2.2(j) hereof is true and correct as of the Closing Date. No fractional OP Units will be issued and OP Units will be rounded to the nearest whole number. The Consideration payable to Contributor, whether in cash, in OP Units or a combination thereof, may be reduced by the amount the Operating Partnership reasonably determines must be withheld for tax purposes. The rights and obligations of holders of OP Units as of the Closing will be as set forth in the First Amended and Restated Agreement of Limited Partnership of the Operating Partnership (the “Partnership Agreement”), the form of which was filed as Exhibit 10.1 to Amendment No. 1 to the REIT’s Registration Statement on Form S-11 (File No. 333-231677), which the REIT filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 31, 2019 (the “IPO Registration Statement”). Although initially the OP Units will not be certificated and the Operating Partnership does not currently expect the OP Units will ever be certificated, any certificates, subsequently issued evidencing the OP Units will bear appropriate legends (i) indicating that the issuance of the OP Units has not been registered under the Securities Act of 1933, as amended (“Securities Act”) and that the OP Units may not be transferred absent registration under the Securities Act or an exemption from the registration requirements, (ii) indicating that the Partnership Agreement will restrict the transfer of the OP Units and (iii) describing the ownership limitations and transfer restrictions imposed by the charter of the REIT with respect to shares of the REIT’s capital stock.

OP Units. Any portion of the Consideration payable hereunder to be in the form of common units of limited partnership interests of the Operating Partnership (“OP Units”) Units shall be registered in the name of Contributor. OP Units will not be delivered to Contributor unless Section 2.2(j) hereof is true and correct as of the Closing DateDate (as defined herein). No fractional OP Units will be issued and OP Units will be rounded to the nearest whole number. The Consideration payable to ContributorConsideration, whether in cash, in OP Units or a combination thereof, may be reduced by the amount the Operating Partnership reasonably determines must be withheld for tax purposes. The rights and obligations of holders of OP Units as of the Closing will be as set forth in the First Amended and Restated Agreement of Limited Partnership of the Operating Partnership (the “Partnership Agreement”), the form of which was filed as Exhibit 10.1 to Amendment No. 1 to the REIT’s Registration Statement on Form S-11 (File No. 333-231677333- 230684), which the REIT filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 31April 2, 2019 (the “IPO Registration Statement”)2019. Although initially the OP Units will not be certificated and the Operating Partnership does not currently expect the OP Units will ever be certificated, any certificates, if any, subsequently issued evidencing the OP Units will bear appropriate legends (i) indicating that the issuance of the OP Units has have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) and that the OP Units may not be transferred absent registration under the Securities Act or an exemption from the registration requirements), (ii) indicating that the Partnership Agreement will restrict the transfer of the OP Units Units, and (iii) describing the ownership limitations and transfer restrictions imposed by the charter of the REIT with respect to shares of the REIT’s capital stock.

OP Units. Any portion of the Consideration payable hereunder in the form of common preferred units of limited partnership interests of the Operating Partnership designated as 5% Series A Preferred Units (“OP Units”) shall be registered in the name of Contributor. OP Units will not be delivered to Contributor unless Section 2.2(j) hereof is true and correct as of the Closing Date. No fractional OP Units will be issued and OP Units will be rounded to the nearest whole number. The Consideration payable to Contributor, whether in cash, in OP Units or a combination thereof, may be reduced by the amount the Operating Partnership reasonably determines must be withheld for tax purposes. The rights and obligations of holders of OP Units as of the Closing will be as set forth in the First Amended and Restated Agreement of Limited Partnership of the Operating Partnership (the “Partnership Agreement”), the form of which was will be filed as Exhibit 10.1 to Amendment No. 1 an exhibit to the REIT’s Registration Statement on Form S-11 (File No. 333-231677the “IPO Registration Statement”), which the REIT filed will file with the U.S. Securities and Exchange Commission (the “SEC”) on May 31, 2019 (the “IPO Registration Statement”). Although initially the OP Units will not be certificated and the Operating Partnership does not currently expect the OP Units will ever be certificated, any certificates, subsequently issued evidencing the OP Units will bear appropriate legends (i) indicating that the issuance of the OP Units has not been registered under the Securities Act of 1933, as amended (“Securities Act”) and that the OP Units may not be transferred absent registration under the Securities Act or an exemption from the registration requirements, (ii) indicating that the Partnership Agreement will restrict the transfer of the OP Units and (iii) describing the ownership limitations and transfer restrictions imposed by the charter of the REIT with respect to shares of the REIT’s capital stock.

OP Units. Any portion of the Consideration payable hereunder in the form of common units of limited partnership interests of the Operating Partnership (“OP Units”) shall be registered in the name of Contributor. OP Units will not be delivered to Contributor unless Section 2.2(j) hereof is true and correct as of the Closing Date. No fractional OP Units will be issued and OP Units will be rounded to the nearest whole number. The Consideration payable to Contributor, whether in cash, in OP Units or a combination thereof, may be reduced by the amount the Operating Partnership reasonably determines must be withheld for tax purposes. The rights and obligations of holders capitalization of OP Units as of the Closing will be is as set forth in the First Amended and Restated Agreement of Limited Partnership Exhibit "A" of the Operating Partnership (the “Partnership Agreement”. As of February 22, 1999, 252,872,374 OP Units in the aggregate were issued and outstanding (including 27,195,109 OP Units issued to The Retail Property Trust, an affiliate of the OP, which are not convertible into cash or common stock of the Company), the form of which was filed as Exhibit 10.1 to Amendment No209,249 are Series A Convertible OP Units, 4,844,331 are Series B Convertible OP Units, and the balance are common OP Units. 1 to There are no restrictions on the REIT’s Registration Statement on Form S-11 (File No. 333-231677), which the REIT filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 31, 2019 (the “IPO Registration Statement”). Although initially transfer of the OP Units will not to be certificated issued hereunder other than those contained in the Partnership Agreement or the Partnership Amendment, and the Operating Partnership does not those arising from federal and applicable state securities Laws. All currently expect issued and outstanding OP Units were, and all of the OP Units to be issued in connection with the Transaction will ever be, duly authorized and validly issued in accordance with the terms of the Partnership Agreement and in compliance with applicable Laws, and, are, or will be certificatedin connection with the Transaction, as the case may be, fully paid and non-assessable with no pre-emptive rights and the Common, Perpetual Preferred and Convertible Preferred OP Units to be issued in connection with the Transaction will be issued upon the terms and with the rights, privileges and preferences provided in the Partnership Agreement, as the same is to be amended as permitted or required hereunder. Except as set forth on Schedule 3.02(a) and in the SEC Documents and except as created by this Agreement, as of the date hereof, there are no outstanding subscriptions, options, warrants, preemptive or other rights or other arrangements or commitments obligating Buyer to issue any certificatesOP Units. At the Closing, subsequently issued evidencing upon receipt of the Assets and the Shopping Centers or the interests in Property Owners being contributed in exchange for OP Units, the OP will issue the OP Units to be issued hereunder free and clear of all liens other than those suffered or permitted or granted by Seller or a Contributing Property Owner, as the case may be, and as of the Closing, each Contributing Property Owner, or its respective partners and shareholders, as the case may be, will bear appropriate legends (i) indicating that be admitted as a limited partner of the Partnership and SRC. The issuance of the OP Units to the Contributing Property Owners at the Closing will not require any approval or consent of any Person except any such approval as shall have been obtained on or prior to the date of Closing. Assuming each of the Contributing Property Owners, or its respective partners and shareholders, as the case may be, is either a "qualified institutional buyer" as defined in Rule 144A under the Securities Act or an "accredited investor" as defined in Rule 501 under the Securities Act, the issuance of the OP Units has not been registered under the Securities Act of 1933, as amended (“Securities Act”) and that the OP Units may not be transferred absent hereunder is exempt from registration under the Securities Act or an exemption from the registration requirements, (ii) indicating that the Partnership Agreement will restrict the transfer of the OP Units and (iii) describing the ownership limitations and transfer restrictions imposed by the charter of the REIT with respect to shares of the REIT’s capital stockapplicable state securities Laws.

OP Units. Any portion of the Consideration payable hereunder to be in the form of common units of limited partnership interests of the Operating Partnership (“OP Units”) Units shall be registered in the name of Contributor. OP Units will not be delivered to Contributor unless Section 2.2(j) hereof is true and correct as of the Closing DateDate (as defined herein). No fractional OP Units will be issued and OP Units will be rounded to the nearest whole number. The Consideration payable to ContributorConsideration, whether in cash, in OP Units or a combination thereof, may be reduced by the amount the Operating Partnership reasonably determines must be withheld for tax purposes. The rights and obligations of holders of OP Units as of the Closing will be as set forth in the First Amended and Restated Agreement of Limited Partnership of the Operating Partnership (the “Partnership Agreement”), the form of which was filed as Exhibit 10.1 to Amendment No. 1 to the Postal Realty Trust, Inc.’s, a Maryland corporation (the “REIT’s ”) Registration Statement on Form S-11 (File No. 333-231677333- 230684), which the REIT filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 31April 2, 2019 (the “IPO Registration Statement”)2019. Although initially the OP Units will not be certificated and the Operating Partnership does not currently expect the OP Units will ever be certificated, any certificates, if any, subsequently issued evidencing the OP Units will bear appropriate legends (i) indicating that the issuance of the OP Units has have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) and that the OP Units may not be transferred absent registration under the Securities Act or an exemption from the registration requirements), (ii) indicating that the Partnership Agreement will restrict the transfer of the OP Units Units, and (iii) describing the ownership limitations and transfer restrictions imposed by the charter of the REIT with respect to shares of the REIT’s capital stock.

OP Units. Any portion of the Consideration payable hereunder in the form of common units of limited partnership interests The capitalization of the Operating Partnership (“OP Units”) shall be registered in the name of Contributor. OP Units will not be delivered to Contributor unless Section 2.2(j) hereof is true and correct as of the Closing Date. No fractional OP Units will be issued and OP Units will be rounded to the nearest whole number. The Consideration payable to Contributor, whether in cash, in OP Units or a combination thereof, may be reduced by the amount the Operating Partnership reasonably determines must be withheld for tax purposes. The rights and obligations of holders of OP Units as of the Closing will be as set forth in Exhibit A of the First Amended OP Partnership Agreement. As of the date hereof, an aggregate of 39,857,984 OP Units are issued and Restated Agreement outstanding, of Limited Partnership which 2,875,000 are 9.0% Series A Cumulative Redeemable Preferred Units and 36,982,984 are common units (the common units of the Operating Partnership (are referred to herein as "Common Units"). There are no restrictions on the “transfer of the SCUs to be issued hereunder other than those contained in the OP Partnership Agreement or the First Amendment, and those arising from federal and applicable state securities laws. All currently issued and outstanding OP Units were, and all of the SCUs to be issued in connection with the transactions contemplated herein and all of the Common Units issuable upon exchange of the SCUs issued hereunder or under the Interest Contribution Agreements or Deed Contribution Agreements, if applicable, will be, duly authorized and validly issued in accordance with the terms of the OP Partnership Agreement and in compliance with federal and applicable state securities laws, and, are, or will be in connection with the transactions contemplated herein, as the case may be, fully paid and non-assessable with no pre-emptive rights and the SCUs to be issued in connection with the transactions contemplated herein will be issued upon the terms provided in the OP Partnership Agreement”), as the form same is to be amended as permitted or required hereunder. Except as set forth on Schedule 8.1(c) and in the SEC Documents and except as created by this Agreement, as of which was filed as Exhibit 10.1 to Amendment No. 1 to the REIT’s Registration Statement on Form S-11 (File No. 333-231677)date hereof, which the REIT filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 31there are no outstanding subscriptions, 2019 (the “IPO Registration Statement”). Although initially the OP Units will not be certificated and options, warrants, preemptive or other rights or other arrangements or commitments obligating the Operating Partnership does not currently expect to issue any OP Units. At each Closing (or ICOA Option Closing), upon receipt of the OP Units Interests or Properties being contributed in exchange for SCUs, the Operating Partnership will ever issue the SCUs to be certificatedissued hereunder free and clear of all liens other than those suffered or permitted or granted by the Contributors and, any certificatesas of such Closing, subsequently issued evidencing each of the OP Units Contributors or its respective partners and shareholders, as the case may be, will bear appropriate legends (i) indicating that be admitted as a limited partner of the Operating Partnership. The issuance of the OP Units has SCUs to the Contributors at each Closing (or ICOA Option Closing) will not require any approval or consent of any Person except any such approval as shall have been registered obtained on or prior to the Principal Closing Date. Assuming each of the Contributors, or its respective partners and shareholders, as the case may be, is either an "accredited investor" as defined in Rule 501 under the Securities Act of 1933, as amended (“the "Securities Act”"), or a person who is not an accredited investor but was advised by a qualified purchaser's representative (and there are no more than thirty-five (35) and that such non-accredited investors), the OP Units may not be transferred absent issuance of the SCUs hereunder is exempt from registration under the Securities Act and the applicable state securities laws. The issuance of Common Units upon the exchange of the SCUs delivered under this Agreement or an exemption from under the registration requirementsInterest Contribution Agreements or Deed Contribution Agreements, if applicable, (iia) indicating will be free and clear of all liens other than those suffered or permitted or granted by the Contributors, as the case may be, (b) will not require any approval or consent of any Person except any such approval or consent that shall have been obtained on or prior to the Partnership Agreement will restrict the transfer Principal Closing Date, and (c) assuming each of the OP Units Contributors, or its respective partners and shareholders, as the case may be, is either an "accredited investor" as defined in Rule 501 under the Securities Act or a person who is not an accredited investor but was advised by a qualified purchaser's representative (iiiand there are no more than thirty-five (35) describing such non-accredited investors), will be exempt from registration under the ownership limitations Securities Act and transfer restrictions imposed by the charter of the REIT with respect to shares of the REIT’s capital stockapplicable state securities laws.