Common use of Redemption of Partnership Units Clause in Contracts

Redemption of Partnership Units. Beginning on the first (1st) anniversary of the Closing, the Contributor will have the option to require GIPLP to redeem, subject and pursuant to the redemption procedures of the Partnership Agreement, all or a portion of its Partnership Units for either (i) the Redemption Amount (within the meaning of the Partnership Agreement), or (ii) until forty nine (49) months from date of Closing, cash of $20.00 per Partnership Unit (subject to adjustment by reason of unit splits, unit reverse splits, unit dividends, or the like) (as such amount may be adjusted from time to time as further described herein, the “Cash Redemption Price”), as set forth on the Notice of Redemption (within the meaning of the Partnership Agreement) delivered to GIPLP by Contributor. Unless expressly stated otherwise herein, the redemption procedures and limitations of this Agreement shall govern any redemption of Contributor’s Partnership Units to the extent inconsistent or in conflict with requirements or restrictions set forth in the Partnership Agreement, which shall otherwise be applicable, and, if the Contributor exercises its right in subsection (ii) hereof, the Cash Redemption Price shall be deemed to be the Cash Amount for purposes of the Partnership Agreement. The Cash Redemption Price shall be adjusted as follows: if GIPREIT, at any time after October 12, 2020, (a) pays a stock dividend on the REIT Shares or otherwise makes a distribution on any class of capital stock that is payable in REIT Shares, (b) subdivides (by any stock split, stock dividend, recapitalization or otherwise) one or more classes of its then outstanding REIT Shares into a larger number of shares or (c) combines (by combination, reverse stock split or otherwise) one or more classes of its then outstanding REIT Shares into a smaller number of shares, then in each such case the Cash Redemption Price shall be multiplied by a fraction of which the numerator shall be the number of REIT Shares outstanding immediately before such event and of which the denominator shall be the number of REIT Shares outstanding immediately after such event; provided, however, that no adjustment shall be made to the Cash Redemption Price if the number of outstanding Common Units is otherwise adjusted in the same manner and at the same time as the adjustment to the number of outstanding REIT Shares. Any adjustment made pursuant to clause (a) of this paragraph shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution, and any adjustment pursuant to clause (b) or (c) of this paragraph shall become effective immediately after the effective date of such subdivision or combination. All calculations under this Section 2.6 shall be made by rounding to the nearest cent or the nearest 1/100th of a share, as applicable. The Parties hereto agree that the General Partner may elect to cause the redemption of the Partnership Units to be delayed for up to ninety (90) days to the extent required for the General Partner to cause additional REIT shares to be issued to provide funding to be used to pay any cash amounts to the Contributor consistent with this Section 2.6. No redemption fee shall be charged by the Partnership or the General Partner in connection with the exercise by the Contributor of its redemption option.

Redemption of Partnership Units. Beginning on The Partners recognize that the first (1st) anniversary of the Closing, the Contributor will have the option to require GIPLP to redeem, subject and pursuant to the redemption procedures profitability of the Partnership Agreementdepends upon long term and uninterrupted investment of capital. It is agreed, all therefore, that Partnership profits and gains may be automatically reinvested, and that distributions, if any, of capital and profits to the Partners will be on a limited basis. Nevertheless, the Partners contemplate the possibility that one or a portion of its Partnership Units for either (i) the Redemption Amount (within the meaning more of the Partnership Agreement)Limited Partners may elect to realize and withdraw any profits, or (ii) until forty nine (49) months from date may desire to withdraw capital, through the redemption of Closing, cash Units prior to the dissolution of $20.00 per Partnership Unit (the Partnership. In that regard and subject to adjustment by reason the provisions of unit splits, unit reverse splits, unit dividends, or the likeSubparagraph B(9) of Article X: (as such amount may be adjusted from time to time as further described herein, the “Cash Redemption Price”), as set forth on the Notice of Redemption (within the meaning of the Partnership Agreement1) delivered to GIPLP by Contributor. Unless expressly stated otherwise herein, the redemption procedures and limitations of this Agreement shall govern any redemption of Contributor’s Partnership Units Subject to the extent inconsistent or in conflict with requirements or restrictions conditions set forth in this Article IX, each Limited Partner (or any assignee thereof) shall have the right to redeem one or more whole Units that he or it owns as of the close of business on the last day of a fiscal quarter (the "Redemption Date"), commencing with the end of the first full fiscal quarter of Partnership Agreement, which trading activity. Redemptions of Units by a Limited Partner (other than an IRA) at or prior to the end of the first Redemption Datx xill be assessed a redemption penalty equal to 4% of the Net Asset Value of a Unit on that Redemption Date. Redemptions by a Limited Partner (other than an IRA) at or prior to the end of the second Redemption Daxx will be assessed a redemption penalty equal to 3% of the Net Asset Value of a Unit on that Redemption Date. Redemptions by a Limited Partner (other than an IRA) at or prior to the end of the third Redemption Datx xill be assessed a redemption penalty equal to 2% of the Net Asset Value of a Unit on that Redemption Date. All redemption penalties shall otherwise be applicable, and, payable to the General Partner. The redemption penalties will not be charged if the Contributor exercises Limited Partner simultaneously invests the redemption proceeds in another futures fund sponsored by the General Partner and/or its right in subsection (ii) hereofAffiliates. Units will be redeemed on a "first in, first out" basis, unless otherwise requested by the Cash Redemption Price shall redeeming Limited Partner. Units will be deemed to be the Cash Amount valued for purposes of redemption as of the Partnership Agreementclose of business on a Redemption Date next succeeding the earliest date on which the General Partner shall have been in receipt of the required notice for at least ten (10) days. The Cash If a Partner (or assignee thereof) is permitted to redeem any or all of his or its Units as of a date other than a Redemption Price Date, such adjustments in the determination and allocation among the Partners of Capital Gain, Capital Loss, Profits, Losses and items of income or deduction for tax and accounting purposes shall be adjusted made as follows: if GIPREITare necessary appropriately to reflect and give effect to the redemption. (2) The value of a Unit for purposes of redemption shall be the book capital account balance of such Unit at the close of business on the Redemption Date, at any time after October 12, 2020, less (a) pays a stock dividend on any amount owing by such Limited Partner (and his assignee, if any) to the REIT Shares or otherwise makes a distribution on any class Partnership pursuant to Subparagraph F(8) of capital stock that is payable in REIT SharesArticle X of this Agreement, (b) subdivides any redemption penalty as provided for in Subparagraph (by any stock split, stock dividend, recapitalization or otherwise1) one or more classes of its then outstanding REIT Shares into a larger number of shares or this Section A and (c) combines such Unit's pro rata portion of unamortized organization and offering expenses (by combinationwhich, reverse stock split or otherwise) one or more classes during the first, second and third permissible Redemption Dates, will be paid out of its then outstanding REIT Shares into the applicable redemption penalty). If redemption of a smaller number of shares, then in each such case the Cash Redemption Price Unit shall be multiplied requested by a fraction an assignee, all amounts which shall be owed to the Partnership under Subparagraph F(8) of Article X hereof by the Partner of record, as well as all amounts which shall be owed by all assignees of such Units shall be deducted from the numerator Net Asset Value of such Units upon redemption. (3) The effective date of redemption shall be the number Redemption Date. Payment of REIT Shares outstanding immediately before such event and the value of which the denominator redeemed Units generally shall be made within ten (10) days following the number of REIT Shares outstanding immediately after such eventRedemption Date; provided, howeverthat all liabilities, contingent or otherwise, of the Partnership, except any liability to Partners on account of their capital contributions, have been paid or there remains property of the Partnership sufficient to pay them; and provided further, that no adjustment shall under extraordinary circumstances, including, but not limited to, the inability to liquidate Commodity Positions as of such Redemption Date, or default or delay in payments due the Partnership from commodity brokers, banks or other persons, the Partnership may in turn delay payment to Limited Partners requesting redemption of Units of the proportionate part of the value of redeemed Units represented by the sums which are the subject of such default or delay, in which event payment for redemption of such Units will be made to the Cash Redemption Price if the number Limited Partners as soon thereafter as is practicable. A Limited Partner may revoke his or its notice of outstanding Common Units is otherwise adjusted in the same manner and at the same time as the adjustment intent to redeem on or prior to the number Redemption Date by written instructions to the General Partner. If a Limited Partner revokes his notice of outstanding REIT Shares. Any adjustment made pursuant intent to clause (aredeem and thereafter wishes to redeem, such Limited Partner will be required to submit written notice thereof in accordance with Subparagraph A(2) of this paragraph shall become effective immediately Article IX and will be redeemed on the first Redemption Date to occur after the record date General Partner shall have been in receipt of such written notice for at least ten (10) days. (4) A Limited Partner wishing to redeem Units must provide the General Partner with written notice of its or his intent to redeem, which notice shall specify the name and address of the redeeming Limited Partner and the amount of Limited Partnership Units sought to be redeemed. The notice of redemption shall be in the form annexed to the Prospectus or in any other form acceptable to the General Partner and shall be mailed or delivered to the principal office of the General Partner. Such notice must include representations and warranties that the redeeming Limited Partner is the lawful and beneficial owner of the Units to be redeemed and that such Units are not subject to any pledge or otherwise encumbered in any fashion in certain circumstances, the Partnership may require additional documents, such as, but not limited to, trust instruments, death certificates, appointments as executor or administrator or certificates of corporate authority. No redemption of less than a whole Limited Partnership Unit will be permitted except that fractional Units may be redeemed if a Limited Partner shall be redeeming his entire interest in the Partnership. Limited Partners requesting redemption shall be notified in writing within ten (10) days following the Redemption Date whether or not their Units will be redeemed, unless payment for the determination redeeming Units is made within that ten (10) day period, in which case the notice of stockholders entitled to receive such dividend acceptance of the redemption shall not be required. (5) The General Partner may, in the case of extraordinary hardship (e.g., the death. divorce, impending insolvency, medical emergency or distributionloss of employment by the Limited Partner) and where it finds that earlier payment will in no respect jeopardize the interests of other Limited Partners, permit redemption upon fewer than ten (10) days' prior written notice and any adjustment pursuant to clause (b) or (c) of this paragraph shall become effective immediately after the effective date of such subdivision or combinationpayment. All calculations under this Section 2.6 shall be made by rounding to the nearest cent or the nearest 1/100th of a shareIn addition, as applicable. The Parties hereto agree that the General Partner may elect suspend temporarily any redemption if the effect of such redemption, either alone or in conjunction with other redemptions, would be to cause impair the Partnership's ability to operate in pursuit of its objectives. (6) Except as discussed above, all requests for redemption of in proper form will be honored and the Partnership Units to Partnership's positions will be delayed for up to ninety (90) days liquidated to the extent required for necessary to discharge its liabilities on the General Partner to cause additional REIT shares to be issued to provide funding to be used to pay any cash amounts to the Contributor consistent with this Section 2.6. No redemption fee shall be charged by the Partnership or the General Partner in connection with the exercise by the Contributor date of its redemption optionredemption.

Redemption of Partnership Units. Beginning on The Partners recognize that the first (1st) anniversary of the Closing, the Contributor will have the option to require GIPLP to redeem, subject and pursuant to the redemption procedures profitability of the Partnership Agreementdepends upon long term and uninterrupted investment of capital. It is agreed, all therefore, that Partnership profits and gains may be automatically reinvested, and that distributions, if any, of capital and profits to the Partners will be on a limited basis. Nevertheless, the Partners contemplate the possibility that one or a portion of its Partnership Units for either (i) the Redemption Amount (within the meaning more of the Partnership Agreement)Limited Partners may elect to realize and withdraw any profits, or (ii) until forty nine (49) months from date may desire to withdraw capital, through the redemption of Closing, cash Units prior to the dissolution of $20.00 per Partnership Unit (the Partnership. In that regard and subject to adjustment by reason the provisions of unit splitsSubparagraph B(9) of Article X: (1) Subject to the conditions set forth in this Article IX, unit reverse splits, unit dividends, each Limited Partner (or any assignee thereof) shall have the like) right to redeem one or more whole Units that he or it owns as of the close of business on the last day of a fiscal quarter (as such amount may be adjusted from time to time as further described herein, the “Cash Redemption PriceDate”), as set forth on commencing with the Notice of Redemption (within the meaning end of the first full fiscal quarter of Partnership Agreementtrading activity. Redemptions of Units by a Limited Partner (other than an XXX) delivered at or prior to GIPLP the end of the first Redemption Date will be assessed a redemption penalty equal to 4% of the Net Asset Value of a Unit on that Redemption Date. Redemptions by Contributora Limited Partner (other than an XXX) at or prior to the end of the second Redemption Date will be assessed a redemption penalty equal to 3% of the Net Asset Value of a Unit on that Redemption Date. Unless expressly stated otherwise herein, Redemptions by a Limited Partner (other than an XXX) at or prior to the end of the third Redemption Date will be assessed a redemption penalty equal to 2% of the Net Asset Value of a Unit on that Redemption Date. All redemption penalties shall be payable to the General Partner. The redemption penalties will not be charged if the Limited Partner simultaneously invests the redemption procedures and limitations of this Agreement shall govern any redemption of Contributor’s Partnership proceeds in another futures fund sponsored by the General Partner and/or its Affiliates. Units to will be redeemed on a “first in, first out” basis, unless otherwise requested by the extent inconsistent or in conflict with requirements or restrictions set forth in the Partnership Agreement, which shall otherwise redeeming Limited Partner. Units will be applicable, and, if the Contributor exercises its right in subsection (ii) hereof, the Cash Redemption Price shall be deemed to be the Cash Amount valued for purposes of redemption as of the Partnership Agreementclose of business on a Redemption Date next succeeding the earliest date on which the General Partner shall have been in receipt of the required notice for at least ten (10) days. The Cash If a Partner (or assignee thereof) is permitted to redeem any or all of his or its Units as of a date other than a Redemption Price Date, such adjustments in the determination and allocation among the Partners of Capital Gain, Capital Loss, Profits, Losses and items of income or deduction for tax and accounting purposes shall be adjusted made as follows: if GIPREITare necessary appropriately to reflect and give effect to the redemption. (2) The value of a Unit for purposes of redemption shall be the book capital account balance of such Unit at the close of business on the Redemption Date, at any time after October 12, 2020, less (a) pays a stock dividend on any amount owing by such Limited Partner (and his assignee, if any) to the REIT Shares or otherwise makes a distribution on any class Partnership pursuant to Subparagraph F(8) of capital stock that is payable in REIT SharesArticle X of this Agreement, (b) subdivides any redemption penalty as provided for in Subparagraph (by any stock split, stock dividend, recapitalization or otherwise1) one or more classes of its then outstanding REIT Shares into a larger number of shares or this Section A and (c) combines such Unit’s pro rata portion of unamortized organization and offering expenses (by combinationwhich, reverse stock split or otherwise) one or more classes during the first, second and third permissible Redemption Dates, will be paid out of its then outstanding REIT Shares into the applicable redemption penalty). If redemption of a smaller number of shares, then in each such case the Cash Redemption Price Unit shall be multiplied requested by a fraction an assignee, all amounts which shall be owed to the Partnership under Subparagraph F(8) of Article X hereof by the Partner of record, as well as all amounts which shall be owed by all assignees of such Units shall be deducted from the numerator Net Asset Value of such Units upon redemption. (3) The effective date of redemption shall be the number Redemption Date. Payment of REIT Shares outstanding immediately before such event and the value of which the denominator redeemed Units generally shall be made within ten (10) days following the number of REIT Shares outstanding immediately after such eventRedemption Date; provided, howeverthat all liabilities, contingent or otherwise, of the Partnership, except any liability to Partners on account of their capital contributions, have been paid or there remains property of the Partnership sufficient to pay them; and provided further, that no adjustment shall under extraordinary circumstances, including, but not limited to, the inability to liquidate Commodity Positions as of such Redemption Date, or default or delay in payments due the Partnership from commodity brokers, banks or other persons, the Partnership may in turn delay payment to Limited Partners requesting redemption of Units of the proportionate part of the value of redeemed Units represented by the sums which are the subject of such default or delay, in which event payment for redemption of such Units will be made to the Cash Redemption Price if the number Limited Partners as soon thereafter as is practicable. A Limited Partner may revoke his or its notice of outstanding Common Units is otherwise adjusted in the same manner and at the same time as the adjustment intent to redeem on or prior to the number Redemption Date by written instructions to the General Partner. If a Limited Partner revokes his notice of outstanding REIT Shares. Any adjustment made pursuant intent to clause (aredeem and thereafter wishes to redeem, such Limited Partner will be required to submit written notice thereof in accordance with Subparagraph A(2) of this paragraph shall become effective immediately Article IX and will be redeemed on the first Redemption Date to occur after the record date General Partner shall have been in receipt of such written notice for at least ten (10) days. (4) A Limited Partner wishing to redeem Units must provide the General Partner with written notice of its or his intent to redeem, which notice shall specify the name and address of the redeeming Limited Partner and the amount of Limited Partnership Units sought to be redeemed. The notice of redemption shall be in the form annexed to the Prospectus or in any other form acceptable to the General Partner and shall be mailed or delivered to the principal office of the General Partner. Such notice must include representations and warranties that the redeeming Limited Partner is the lawful and beneficial owner of the Units to be redeemed and that such Units are not subject to any pledge or otherwise encumbered in any fashion in certain circumstances, the Partnership may require additional documents, such as, but not limited to, trust instruments, death certificates, appointments as executor or administrator or certificates of corporate authority. No redemption of less than a whole Limited Partnership Unit will be permitted except that fractional Units may be redeemed if a Limited Partner shall be redeeming his entire interest in the Partnership. Limited Partners requesting redemption shall be notified in writing within ten (10) days following the Redemption Date whether or not their Units will be redeemed, unless payment for the determination redeeming Units is made within that ten (10) day period, in which case the notice of stockholders entitled to receive such dividend acceptance of the redemption shall not be required. (5) The General Partner may, in the case of extraordinary hardship (e.g., the death. divorce, impending insolvency, medical emergency or distributionloss of employment by the Limited Partner) and where it finds that earlier payment will in no respect jeopardize the interests of other Limited Partners, permit redemption upon fewer than ten (10) days’ prior written notice and any adjustment pursuant to clause (b) or (c) of this paragraph shall become effective immediately after the effective date of such subdivision or combinationpayment. All calculations under this Section 2.6 shall be made by rounding to the nearest cent or the nearest 1/100th of a shareIn addition, as applicable. The Parties hereto agree that the General Partner may elect suspend temporarily any redemption if the effect of such redemption, either alone or in conjunction with other redemptions, would be to cause impair the Partnership’s ability to operate in pursuit of its objectives. (6) Except as discussed above, all requests for redemption of in proper form will be honored and the Partnership Units to Partnership’s positions will be delayed for up to ninety (90) days liquidated to the extent required for necessary to discharge its liabilities on the General Partner to cause additional REIT shares to be issued to provide funding to be used to pay any cash amounts to the Contributor consistent with this Section 2.6. No redemption fee shall be charged by the Partnership or the General Partner in connection with the exercise by the Contributor date of its redemption optionredemption.