Common use of Redemption of Special Partnership Units upon a Termination Event or the Listing Clause in Contracts

Redemption of Special Partnership Units upon a Termination Event or the Listing. Upon the occurrence of a Termination Event or the Listing, the Partnership shall redeem the Special Partnership Units for an aggregate amount equal to the Net Sales Proceeds that would have been distributed to the Special OP Unitholders under Section 5.2(b)(i)(B)(2) if all assets of the Partnership had been sold for their fair market value and all liabilities of the Partnership had been satisfied in full according to their terms. Such redemption shall occur no later than thirty (30) days after the date of a Termination Event and no later than 240 days after the Listing. In determining the fair market value of the assets of the Partnership, (i) in connection with a Termination Event, the General Partner shall obtain an appraisal of the assets of the Partnership (excluding any assets which may be readily marked to market) and (ii) in connection with the Listing, the General Partner shall make such determination taking into account the market value of the General Partner’s listed shares based upon the average closing price, or average of bid and asked prices, as the case may be, during a period of thirty (30) days during which such shares are traded beginning ninety (90) days after the Listing or in the event of an underwritten public offering, the value of the shares based upon the initial public offering price in such offering. Payment to Special OP Unitholders upon a Termination Event or a Listing shall consist of shares of common stock of the General Partner or a non-interest bearing promissory note, as determined in the sole discretion of the General Partner. Any promissory note issued to the Special Unitholders hereunder will be repaid using the net proceeds of each Sale of an asset or assets of the Partnership in connection with or following the occurrence of the Termination Event or Listing.

Redemption of Special Partnership Units upon a Termination Event or the Listing. Upon the occurrence of a Termination Event or the Listing, the Partnership shall redeem the Special Partnership Units shall be redeemed for an aggregate amount equal to the Net Sales Proceeds that would have been distributed to the Special OP Unitholders under Section 5.2(b)(i)(B)(2) if all assets of the Partnership had been sold for their fair market value and all liabilities of the Partnership had been satisfied in full according to their terms. Such redemption shall occur no later than thirty (30) days after the date of a Termination Event and no later than 240 days after the Listing. In determining the fair market value of the assets of the Partnership, (i) in connection with a Termination Event, the General Partner shall obtain an appraisal of the assets of the Partnership (excluding any assets which may be readily marked to market) and (ii) in connection with the Listing, the General Partner shall make such determination (a) taking into account account, in the event of a Listing on a national securities exchange only, the market value of the General Partner’s listed shares based upon the average closing price, or average of bid and asked prices, as the case may be, during a period of thirty (30) days during which such shares are traded beginning ninety one hundred and twenty (90120) days after the Listing or in the event of an underwritten public offering, (b) taking into account the value of the General Partner’s shares based upon the initial public offering price in such the event of an underwritten public offering. Payment to Special OP Unitholders upon a Termination Event or a Listing shall consist be paid, at the Advisor’s discretion, in the form of (a) shares of common stock of the General Partner or Partner’s common stock; (b) a non-interest bearing promissory note, as determined in payable solely from the sole discretion proceeds of asset sales, due and payable no later than three years from the date of issuance of such note; or (c) any combination thereof. In the event the promissory note has not been paid out of the proceeds of the General Partner’s sale of assets following the three year term of the promissory note, the outstanding balance of such note may, at the Advisor’s option, be convertible into shares of the General Partner’s common stock. Any In the event the Advisor elects to receive shares of the General Partner’s common stock or the promissory note converts into shares of the General Partner’s common stock and the General Partner’s shares are not listed on a national securities exchange, at the option of the Advisor, the Advisor and the General Partner shall enter into an agreement whereby the General Partner shall register such shares of common stock with the Securities and Exchange Commission. However, any such payments, whether in the form of shares or under a promissory note, may not be made in connection with a Termination Event until either (a) the closing of asset sales that result in aggregate, cumulative distributions to the OP Unitholders of the Partnership from operating income, sales proceeds and other sources in an amount equal to their Capital Contributions to the Partnership plus an 8.0% cumulative non-compounded annual pre-tax return thereon, or (b) a Listing (each a “Subsequent Liquidity Event.”). In addition, the amount of shares or the promissory note issued to the Special Unitholders hereunder will be repaid using the net proceeds of each Sale of an asset or assets of the Partnership in connection with or following the occurrence a Termination Event will be subject to reduction as of the Termination date of the Subsequent Liquidity Event by an amount that will ensure that, in connection with the Subsequent Liquidity Event, the Special OP Unit Holder does not receive in excess of 15% of the distributions that are made or Listingare deemed to be made by the Partnership after the OP Unitholders have received or are deemed to have received aggregate, cumulative distributions equal to their Capital Contributions to the Partnership plus a 8.0% cumulative non-compounded annual pre-tax return thereon.

Redemption of Special Partnership Units upon a Termination Event or the Listing. Upon the occurrence of a Termination Event or the Listing, the Partnership shall redeem the Special Partnership Units shall be redeemed for an aggregate amount equal to the Net Sales Proceeds that would have been distributed to the Special OP Unitholders under Section 5.2(b)(i)(B)(2) if all assets of the Partnership had been sold for their fair market value and all liabilities of the Partnership had been satisfied in full according to their terms. Such redemption shall occur no later than thirty (30) days after the date of a Termination Event and no later than 240 days after the Listing. In determining the fair market value of the assets of the Partnership, (i) in connection with a Termination Event, the General Partner shall obtain an appraisal of the assets of the Partnership (excluding any assets which may be readily marked to market) and (ii) in connection with the Listing, the General Partner shall make such determination (a) taking into account account, in the event of a Listing on a national securities exchange only, the market value of the General Partner’s listed shares based upon the average closing price, or average of bid and asked prices, as the case may be, during a period of thirty (30) days during which such shares are traded beginning ninety one hundred and twenty (90120) days after the Listing or in the event of an underwritten public offering, (b) taking into account the value of the General Partner’s shares based upon the initial public offering price in such the event of an underwritten public offering. Payment to Special OP Unitholders upon a Termination Event or a Listing shall consist be paid, at the Advisor’s discretion, in the form of (a) shares of the General Partner’s common stock; (b) a promissory note with market terms, payable solely from the proceeds of asset sales, due and payable no later than three years from the date of issuance of such note; or (c) any combination thereof. In the event the promissory note has not been paid out of the proceeds of the General Partner’s sale of assets following the three year term of the promissory note, the outstanding balance of such note may, at the Advisor’s option, be convertible into shares of the General Partner’s common stock. In the event the Advisor elects to receive shares of the General Partner’s common stock or the promissory note converts into shares of the General Partner’s common stock and the General Partner’s shares are not listed on a national securities exchange, at the option of the Advisor, the Advisor and the General Partner shall enter into an agreement whereby the General Partner shall register such shares of common stock with the Securities and Exchange Commission. However, any such payments, whether in the form of the General Partner shares or under a non-interest bearing promissory note, as determined may not be made in connection with a Termination Event until either (a) the sole discretion closing of asset sales that result in aggregate, cumulative distributions to the OP Unitholders of the General PartnerPartnership from operating income, sales proceeds and other sources in an amount equal to their Capital Contributions to the Partnership plus an 8.0% cumulative non-compounded annual pre-tax return thereon, or (b) a Listing (each a “Subsequent Liquidity Event.”). Any In addition, the amount of shares or the promissory note issued to the Special Unitholders hereunder will be repaid using the net proceeds of each Sale of an asset or assets of the Partnership in connection with or following the occurrence a Termination Event will be subject to reduction as of the Termination date of the Subsequent Liquidity Event by an amount that will ensure that, in connection with the Subsequent Liquidity Event, the Special OP Unit Holder does not receive in excess of 15% of the distributions that are made or Listingare deemed to be made by the Partnership after the OP Unitholders have received or are deemed to have received aggregate, cumulative distributions equal to their Capital Contributions to the Partnership plus a 8.0% cumulative non-compounded annual pre-tax return thereon.

Redemption of Special Partnership Units upon a Termination Event or the Listing. Upon the occurrence of a Termination Event or the Listing, the Partnership shall redeem the Special Partnership Units shall be redeemed for an aggregate amount equal to the Net Sales Proceeds that would have been distributed to the Special OP Unitholders under Section 5.2(b)(i)(B)(2) if all assets of the Partnership had been sold for their fair market value and all liabilities of the Partnership had been satisfied in full according to their terms. Such redemption shall occur no later than thirty (30) 30 days after the date of a Termination Event and no later than 240 days after the Listing. In determining the fair market value of the assets of the Partnership, (i) in connection with a Termination Event, the General Partner shall obtain an appraisal of the assets of the Partnership (excluding any assets which may be readily marked to market) and (ii) in connection with the Listing, the General Partner shall make such determination taking into account the market value of the General Partner’s listed shares based upon the average closing price, or average of bid and asked prices, as the case may be, during a period of thirty (30) days during which such shares are traded beginning ninety (90) 150 days after the Listing or in the event of an underwritten public offering, the value of the shares based upon the initial public offering price in such offeringListing. Payment to Special OP Unitholders upon a Termination Event or a Listing shall consist of shares of common stock of the General Partner or a non-interest bearing promissory note, as determined in the sole discretion of the General Partner. Any promissory note issued to the Special Unitholders hereunder that will be repaid using the entire net proceeds of each Sale sale of an asset or assets of the Partnership in connection with or following the occurrence of the Termination Event or Listing. However, payments may not be made under a promissory note issued in connection with a Termination Event until either (a) the closing of asset sales that result in aggregate, cumulative distributions to the OP Unitholders of the Partnership from operating income, sales proceeds and other sources in an amount equal to their Capital Contributions to the Partnership plus a 6.5% cumulative non-compounded annual pre-tax return thereon, or (b) a Listing (each a “Subsequent Liquidity Event.”) In addition, the amount of the promissory note issued in connection with a Termination Event will be subject to reduction as of the date of the Subsequent Liquidity Event by an amount that will ensure that, in connection with the Subsequent Liquidity Event, the holder of the promissory note does not receive in excess of 15% of the distributions that are made or are deemed to be made by the Partnership after the OP Unitholders have received or are deemed to have received aggregate, cumulative distributions equal to their Capital Contributions to the Partnership plus a 6.5% cumulative non-compounded annual pre-tax return thereon.

Redemption of Special Partnership Units upon a Termination Event or the Listing. Upon the occurrence of a Termination Event or the Listing, the Partnership shall redeem the Special Partnership Units shall be redeemed for an aggregate amount equal to the Net Sales Proceeds that would have been distributed to the Special OP Unitholders under Section 5.2(b)(i)(B)(2) if all assets of the Partnership had been sold for their fair market value and all liabilities of the Partnership had been satisfied in full according to their terms. Such redemption shall occur no later than thirty (30) days after the date of a Termination Event and no later than 240 days after the Listing. In determining the fair market value of the assets of the Partnership, (i) in connection with a Termination Event, the General Partner shall obtain an appraisal of the assets of the Partnership (excluding any assets which may be readily marked to market) and (ii) in connection with the Listing, the General Partner shall make such determination taking into account the market value of the General Partner’s listed shares based upon the average closing price, or average of bid and asked prices, as the case may be, during a period of thirty (30) days during which such shares are traded beginning ninety (90) 150 days after the Listing or in the event of an underwritten public offering, the value of the shares based upon the initial public offering price in such offeringListing. Payment to Special OP Unitholders upon a Termination Event or a Listing shall consist of shares of common stock of the General Partner or a non-interest bearing promissory note, as determined in the sole discretion of the General Partner. Any promissory note issued to the Special Unitholders hereunder that will be repaid using the net proceeds of each Sale sale of an asset or assets of the Partnership in connection with or following the occurrence of the Termination Event or Listing. However, payments may not be made under a promissory note issued in connection with a Termination Event until either (a) the closing of asset sales that result in aggregate, cumulative distributions to the OP Unitholders of the Partnership from operating income, sales proceeds and other sources in an amount equal to their Capital Contributions to the Partnership plus an 8% cumulative non-compounded annual pre-tax return thereon, or (b) a Listing (each a “Subsequent Liquidity Event.”) In addition, the amount of the promissory note issued in connection with a Termination Event will be subject to reduction as of the date of the Subsequent Liquidity Event by an amount that will ensure that, in connection with the Subsequent Liquidity Event, the holder of the promissory note does not receive in excess of 15% of the distributions that are made or are deemed to be made by the Partnership after the OP Unitholders have received or are deemed to have received aggregate, cumulative distributions equal to their Capital Contributions to the Partnership plus a 8% cumulative non-compounded annual pre-tax return thereon.

Redemption of Special Partnership Units upon a Termination Event or the Listing. Upon the occurrence of a Termination Event or the Listing, the Partnership shall redeem the Special Partnership Units shall be redeemed for an aggregate amount equal to the Net Sales Proceeds that would have been distributed to the Special OP Unitholders under Section 5.2(b)(i)(B)(2) if all assets of the Partnership had been sold for their fair market value and all liabilities of the Partnership had been satisfied in full according to their terms. Such redemption shall occur no later than thirty (30) days after the date of a Termination Event and no later than 240 days after the Listing. In determining the fair market value of the assets of the Partnership, (i) in connection with a Termination Event, the General Partner shall obtain an appraisal of the assets of the Partnership (excluding any assets which may be readily marked to market) and (ii) in connection with the Listing, the General Partner shall make such determination (a) taking into account account, in the event of a Listing on a national securities exchange only, the market value of the General Partner’s listed shares based upon the average closing price, or average of bid and asked prices, as the case may be, during a period of thirty (30) days during which such shares are traded beginning ninety one hundred and twenty (90120) days after the Listing or in the event of an underwritten public offering, (b) taking into account the value of the General Partner’s shares based upon the initial public offering price in such the event of an underwritten public offering. Payment to Special OP Unitholders upon a Termination Event or a Listing shall consist of cash, shares of common stock of the General Partner or a non-interest bearing promissory note, as determined in the sole discretion of the General Partner. Any promissory note issued to the Special Unitholders hereunder OP Unitholders, that will be repaid using the net proceeds of each Sale sale of an asset or assets of the Partnership in connection with or following the occurrence of the Termination Event or Listing. However, any such payments, whether in the form of cash, shares or under a promissory note, may not be made in connection with a Termination Event until either (a) the closing of asset sales that result in aggregate, cumulative distributions to the OP Unitholders of the Partnership from operating income, sales proceeds and other sources in an amount equal to their Capital Contributions to the Partnership plus an 8.0% cumulative non-compounded annual pre-tax return thereon, or (b) a Listing (each a “Subsequent Liquidity Event.”). In addition, the amount of cash, shares or the promissory note issued in connection with a Termination Event will be subject to reduction as of the date of the Subsequent Liquidity Event by an amount that will ensure that, in connection with the Subsequent Liquidity Event, the Special OP Unit Holder does not receive in excess of 15% of the distributions that are made or are deemed to be made by the Partnership after the OP Unitholders have received or are deemed to have received aggregate, cumulative distributions equal to their Capital Contributions to the Partnership plus a 8.0% cumulative non-compounded annual pre-tax return thereon.

Redemption of Special Partnership Units upon a Termination Event or the Listing. Upon the occurrence of a Termination Event or the Listing, the Partnership shall redeem the Special Partnership Units shall be redeemed for an aggregate amount equal to the Net Sales Proceeds that would have been distributed to the Special OP Unitholders under Section 5.2(b)(i)(B)(2) if all assets of the Partnership had been sold for their fair market value Appraised Value and all liabilities of the Partnership had been satisfied in full according to their terms. Such redemption shall occur no later than thirty (30) days after the date of a Termination Event and no later than 240 days after the Listing. In determining the fair market value of the assets of the Partnership, (i) in connection with a Termination Event, the General Partner shall obtain an appraisal of the assets of the Partnership (excluding any assets which may be readily marked to market) and (ii) in connection with the Listing, the General Partner shall make such determination (a) taking into account account, in the event of a Listing on a national securities exchange only, the market value of the General Partner’s listed shares based upon the average closing price, or average of bid and asked prices, as the case may be, during a period of thirty (30) days during which such shares are traded beginning ninety one hundred and twenty (90120) days after the Listing or in the event of an underwritten public offering, (b) taking into account the value of the General Partner’s shares based upon the initial public offering price in such offering. Payment to Special OP Unitholders upon a Termination Event or a Listing shall consist be paid, at the Advisor’s discretion, in the form of (a) shares of the General Partner’s common stock; (b) a promissory note with market terms, payable solely from the proceeds of asset sales, due and payable no later than three years from the date of issuance of such note; or (c) any combination thereof. In the event the promissory note has not been paid out of the proceeds of the General Partner’s sale of assets following the three year term of the promissory note, the outstanding balance of such note may, at the Advisor’s option, be convertible into shares of the General Partner’s common stock. In the event the Advisor elects to receive shares of the General Partner’s common stock or the promissory note converts into shares of the General Partner’s common stock and the General Partner’s shares are not listed on a national securities exchange, at the option of the Advisor, the Advisor and the General Partner shall enter into an agreement whereby the General Partner shall register such shares of common stock with the Commission. However, any such payments, whether in the form of shares or under a promissory note may not be made in connection with a Termination Event until either (a) the closing of asset sales that result in aggregate, cumulative distributions to the OP Unitholders of the General Partner or a Partnership from operating income, sales proceeds and other sources in an amount equal to their Capital Contributions to the Partnership (less any amounts received in redemption of their Capital Partnership Interest) plus an 8.0% cumulative non-interest bearing promissory notecompounded annual pre-tax return thereon, as determined in or (b) a Listing (each a “Subsequent Liquidity Event.”) In addition, the sole discretion amount of shares for the General Partner. Any promissory note issued to the Special Unitholders hereunder will be repaid using the net proceeds of each Sale of an asset or assets of the Partnership in connection with or following the occurrence a Termination Event will be subject to reduction as of the Termination date of the Subsequent Liquidity Event by an amount that will ensure that, in connection with the Subsequent Liquidity Event, the Special OP Unitholder does not receive in excess of 15.0% of the distributions that are made or Listingare deemed to be made by the Partnership after the OP Unitholders have received or are deemed to have received aggregate, cumulative distributions equal to their Capital Contributions to the Partnership (less any amounts received in redemption of their Partnership Interests) plus an 8.0% cumulative noncompounded annual pre-tax return thereon.