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 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.