Common use of Redemption of Incentive Limited Partnership Interest Clause in Contracts

Redemption of Incentive Limited Partnership Interest. (a) Upon a termination of the advisory agreement between the Advisor and the General Partner in connection with the listing of the REIT Shares on a national securities exchange or national market system meeting the qualifications of Section 18(b)(1)(A) or 18(b)(1)(B) of the Securities Act, the General Partner will redeem the Incentive Limited Partnership Interest of the Special Limited Partner. The redemption price for the Incentive Limited Partnership Interest shall equal 15.0% of the amount, if any, by which (1) the market value of the outstanding REIT Shares at listing, measured by taking the average closing price or the average of the bid and asked price, as the case may be, over a period of 30 days during which the REIT Shares are traded, with such period beginning 180 days after listing, plus the total distributions paid by the Company to its stockholders prior to listing exceeds (2) the sum of the Invested Capital plus the Return. Such redemption price shall be payable in cash or in REIT Shares or Limited Partnership Interests, if agreed to by the Special Limited Partner and the General Partner, except that the Special Limited Partner shall not be permitted to elect to receive REIT Shares to the extent that doing so would cause the Company to fail to qualify as a REIT. (b) Upon a termination of the advisory agreement between the Advisor and the Company in connection with an internalization of the Advisor into the Company pursuant to the Company's conversion to a self-administered REIT and a distribution or payment to the Advisor in connection therewith of such consideration as is determined by negotiation between a special committee comprised of all of the Independent Directors and the Advisor, the Incentive Limited Partnership Interest of the Special Limited Partner will be redeemed by the General Partner in consideration for such distribution or payment. (c) Upon a termination of the advisory agreement between the Advisor and the Company in connection with any other event except the listing described in Section 8.04(a) and the internalization of the Advisor described in Section 8.04(b), the Incentive Limited Partnership Interest of the Special Limited Partner may be redeemed by the General Partner for a redemption price equal to the amount of the distribution that the Special Limited Partner would receive pursuant to Section 5.02(b)(ii) hereof if the Partnership were immediately to sell all of its Properties for their fair market value. Such redemption price shall be payable in cash or in REIT Shares or Limited Partnership Interests, if agreed to by the Special Limited Partner and the General Partner, except that the Special Limited Partner shall not be permitted to elect to receive REIT Shares to the extent that doing so would cause the Company to fail to qualify as a REIT.

Redemption of Incentive Limited Partnership Interest. (a) Upon a termination of the advisory agreement between the Advisor and the General Partner in connection with the listing of the REIT Shares on a national securities exchange or national market system meeting the qualifications of Section 18(b)(1)(A) or 18(b)(1)(B) of the Securities Actstock exchange, the General Partner will redeem the Incentive Limited Partnership Interest of the Special Limited Partner. The redemption price for the Incentive Limited Partnership Interest shall equal 15.0% of the amount, if any, by which (1) the market value of the outstanding REIT Shares at listing, measured by taking the average closing price or the average of the bid and asked price, as the case may be, over a period of 30 days during which the REIT Shares are traded, with such period beginning 180 days after listing, plus the total distributions paid by the Company to its stockholders prior to listing exceeds (2) the sum of the Invested Capital plus the Return. Such redemption price shall be payable in cash or in REIT Shares or Limited Partnership Interests, if agreed to by the Special Limited Partner and the General Partner, except that the Special Limited Partner shall not be permitted to elect to receive REIT Shares to the extent that doing so would cause the Company to fail to qualify as a REIT. (b) Upon a termination of the advisory agreement between the Advisor and the Company in connection with an internalization of the Advisor into the Company pursuant to the Company's conversion to a self-administered REIT and a distribution or payment to the Advisor in connection therewith of such consideration as is determined by negotiation between a special committee comprised of all of the Independent Directors and the Advisor, the Incentive Limited Partnership Interest of the Special Limited Partner will be redeemed by the General Partner in consideration for such distribution or payment. (c) Upon a termination of the advisory agreement between the Advisor and the Company in connection with any other event except the listing described in Section 8.04(a) and the internalization of the Advisor described in Section 8.04(b), the Incentive Limited Partnership Interest of the Special Limited Partner may be redeemed by the General Partner for a redemption price equal to the amount of the distribution that the Special Limited Partner would receive pursuant to Section 5.02(b)(ii) hereof if the Partnership were immediately to sell all of its Properties for their fair market value. Such redemption price shall be payable in cash or in REIT Shares or Limited Partnership Interests, if agreed to by the Special Limited Partner and the General Partner, except that the Special Limited Partner shall not be permitted to elect to receive REIT Shares to the extent that doing so would cause the Company to fail to qualify as a REIT.

Redemption of Incentive Limited Partnership Interest. Sections 8.04(b) and 8.04(c) of the Partnership Agreement are hereby deleted and replaced in their entirety with the following: (ab) No distribution or payment will be paid to the Advisor in connection with an internalization of the Advisor pursuant to the Company’s conversion to a self-administered REIT and the Incentive Limited Partnership Interest of the Special Limited Partner will not be redeemed. The provisions of this section 8.04(b) are not intended to limit any other compensation or distribution the Company or the Partnership may pay the Advisor pursuant to this Agreement or any other agreement. (c) Upon a termination of the advisory agreement between the Advisor and the General Partner Company in connection with any other event except the listing of the REIT Shares on a national securities exchange or national market system meeting the qualifications of described in Section 18(b)(1)(A) or 18(b)(1)(B) of the Securities Act8.04(a), the General Partner will redeem the Incentive Limited Partnership Interest of the Special Limited Partner. The Partner will be redeemed by the General Partner for a redemption price equal to the amount of the distribution that the Special Limited Partner would receive pursuant to Section 5.02(b)(ii) hereof if the Partnership were immediately to sell all of its Properties for their fair market value; provided, however, that upon such termination, the Special Limited Partner, in its sole discretion, may elect, within five (5) business days after the date of such termination, to defer the redemption of the Incentive Limited Partnership Interest of the Special Limited Partner and instead elect (“Deferred Payment Election”) to receive a deferred termination distribution (“Deferred Termination Amount”), which, notwithstanding any other provisions herein to the contrary, shall include any Properties acquired and/or owned by the General Partner (either directly or through third parties) at the time of such termination and any Properties acquired and/or owned by the General Partner (either directly or through third parties) after the date of such termination for which the Special Limited Partner was entitled to receive an acquisition fee pursuant to the advisory agreement for services rendered (the “Included Assets”), but shall exclude any new Properties acquired and/or owned by the General Partner (either directly or through third parties) after such termination, other than the Included Assets (the “Separate Asset Value”). The Incentive Limited Partnership Interest shall be redeemed for the Deferred Termination Amount, if any, within five (5) business days after the first to occur of (x) a listing described in Section 8.04(a) herein or (y) a liquidation or Transaction (an “Other Liquidity Event”), in an amount equal to: (i) if in connection with a listing described in Section 8.04(a) herein, 15.0% of the amount, if any, by which (1A) the appraised fair market value as of the outstanding REIT Shares at listing, measured by taking the average closing price or the average listing date of the bid and asked priceIncluded Assets, less any indebtedness secured by such assets as of the case may be, over a period of 30 days during which the REIT Shares are traded, with such period beginning 180 days after listinglisting date, plus the total cumulative distributions paid by made to the Company General Partner and to its stockholders prior any Limited Partners (other than the Special Limited Partner) with respect to Partnership Units issued in connection with the acquisition of the Included Assets from the inception of the Partnership through the listing date, exceeds (2B) the sum of (I) the Invested Capital as of the listing date (excluding Invested Capital relating to the Separate Asset Value), (II) the capital value of any Partnership Units issued in connection with the acquisition of the Included Assets to the Limited Partners (other than the Special Limited Partner) as valued by the General Partner as of the date of such issuance, and (III) the Return that has accrued with respect to such Invested Capital of the General Partner and that has accrued to any Limited Partners (other than the Special Limited Partner) with respect to Partnership Units issued in connection with the acquisition of the Included Assets for the period from the inception of the Partnership through the listing date; or (ii) if in connection with an Other Liquidity Event, 15.0% of the amount, if any, by which (A) the appraised fair market value as of the Other Liquidity Event of the Included Assets, less any indebtedness secured by such assets as of the Other Liquidity Event, plus the Returncumulative distributions made to the General Partner and to any Limited Partners (other than the Special Limited Partner) with respect to Partnership Units issued in connection with the acquisition of the Included Assets from the inception of the Partnership through the Other Liquidity Event, exceeds (B) the sum of (I) the Invested Capital as of the Other Liquidity Event (excluding Invested Capital relating to the Separate Asset Value), (II) the capital value of any Partnership Units issued in connection with the acquisition of the Included Assets to the Limited Partners (other than the Special Limited Partner) as valued by the General Partner as of the date of such issuance, and (III) the Return that has accrued with respect to such Invested Capital of the General Partner and that has accrued to any Limited Partners (other than the Special Limited Partner) with respect to Partnership Units issued in connection with the acquisition of the Included Assets for the period from the inception of the Partnership through the Other Liquidity Event; provided, further, that if the Special Limited Partner makes a Deferred Payment Election, the Special Limited Partner shall not be entitled to receive any other amounts under Section 5.02(b) or Section 8.04(a) hereof following the date of such election. Such The redemption price of the Incentive Limited Partnership Interest or the Deferred Termination Amount shall be payable in cash or in REIT Shares or Limited Partnership Interests, if agreed to by the Special Limited Partner and the General Partner, except that the Special Limited Partner shall not be permitted to elect to receive REIT Shares to the extent that doing so would cause the Company to fail to qualify as a REIT. (b) Upon a termination of the advisory agreement between the Advisor and the Company in connection with an internalization of the Advisor into the Company pursuant . Notwithstanding any other provisions herein to the Company's conversion to a self-administered REIT and a distribution or payment to the Advisor in connection therewith of such consideration as is determined by negotiation between a special committee comprised of all of the Independent Directors and the Advisorcontrary, the Incentive Limited Partnership Interest of the Special Limited Partner will be redeemed by the General Partner in consideration for such distribution or payment. acknowledges and agrees that: (ci) Upon a termination of the advisory agreement between the Advisor and the Company in connection with any other event except the listing described in Section 8.04(a) and the internalization of the Advisor described in Section 8.04(b), the Incentive Limited Partnership Interest of the Special Limited Partner may be redeemed by has not received and the General Partner for a redemption price equal has not provided any assurance or representation of any kind relating to the amount of the distribution that Deferred Termination Amount; (ii) the Special Limited Partner would receive pursuant to Section 5.02(b)(iidoes not have any expectation of any minimum level of the Deferred Termination Amount; (iii) hereof if the Partnership were immediately to sell all of its Properties for their fair market value. Such redemption price shall be payable in cash or in REIT Shares or Limited Partnership Interests, if agreed to by the Special Limited Partner and the General Partner, except that the Special Limited Partner shall not be permitted to elect to receive REIT Shares have any rights or interests of any kind with respect to the extent that doing so would cause Separate Asset Value; (iv) neither the Company General Partner nor any director, officer, stockholder, partner, member, employee, trustee, representative or agent of the General Partner shall have any liability or responsibility to fail the Special Limited Partner for any act or omission performed or failed to qualify as be performed by it, or for any losses, claims, costs, damages, or liabilities arising from any such act or omission relating to the acquisition, management, operation, or disposition of the Properties; (v) the General Partner shall have full power, authority, discretion and control with respect to the Properties; (vi) the Deferred Termination Amount, if any, is and shall be deemed to be a REITcontingent interest; (vii) nothing herein shall in any way limit or restrict the General Partner’s rights to pursue follow-on offerings; and (viii) any rights of the Special Limited Partner to the Deferred Termination Amount, if any, are personal to the Special Limited Partner and, notwithstanding any other provisions herein to the contrary, may not be assigned by the Special Limited Partner except to an Affiliate or successor entity. Nothing herein shall limit the Special Limited Partner’s (or its Affiliates’) rights to pursue and engage in other offerings in the same or other asset class(es).”