Reliance on Regulation D Clause Samples

Reliance on Regulation D. DF REIT shall, based on the advice of its counsel and the representations made by any Member receiving OP Units as Merger Consideration in such Member’s Investor Questionnaire, be reasonably satisfied that the issuance and the contemplated distribution of OP Units to any such eligible Member may be made without registration under the Securities Act in reliance on Regulation D under the Securities Act.

Reliance on Regulation D. The OP shall, based on the advice of its counsel and the representations made by any Member receiving OP Units as consideration in such Member’s Investor Questionnaire, be reasonably satisfied that the issuance and the contemplated distribution of OP Units to any such eligible Member may be made without registration under the Securities Act in reliance on Regulation D under the Securities Act.

Reliance on Regulation D. The Operating Partnership shall, based on advice of its counsel, be reasonably satisfied that the issuance and the contemplated distribution of Units to such Contributor may be made without registration under the Securities Act in reliance upon Regulation D.

Reliance on Regulation D. The Operating Partnership shall, based on advice of its counsel, be reasonably satisfied that there shall not be more than 35 “purchasers of securities” (as calculated pursuant to Rule 501 of Regulation D) at the Closing and that such issuance and the contemplated distribution of Units to the Contributor may be made without registration under the Securities Act in reliance upon Regulation D.

Reliance on Regulation D. Acquirer and the New Operating Partnership shall, based on the advice of Acquirer’s counsel and the representations made by Trade Street Fund, BREF and the COB Owners, as applicable, in Section 3.2(f) hereof, be reasonably satisfied that the issuance of Issued Shares to Trade Street Fund and BREF and the New OP Units to the COB Owners may be made without registration under the Securities Act in reliance on Regulation D under the Securities Act.

Reliance on Regulation D. If Units are to be issued as part of the consideration to be paid for an Option Property, USI shall, based on advice of its counsel, be reasonably satisfied that there shall not be more than 35 “purchasers of securities” (as calculated pursuant to Rule 501 of Regulation D) at the Closing Date and that such issuance and the contemplated distribution of Units to Optionor may be made without registration under the Securities Act in reliance upon Regulation D.

Reliance on Regulation D. The REIT shall, based on the advice of its counsel and the representations made by the Contributors in this Agreement, be reasonably satisfied that the issuance of Common Stock to the Contributors may be made without registration under the Securities Act in reliance on Regulation D under the Securities Act.