Common use of Safe Harbor Election and Forfeiture Allocations Clause in Contracts

Safe Harbor Election and Forfeiture Allocations. (i) The Partners agree that the General Partner is authorized and directed to make an election, on behalf of itself and of all Partners, to have the “Safe Harbor” of Section 3.03 of IRS Notice 2005-43 (or the corresponding provision in any Revenue Procedure or regulation issued in execution of the provisions of such Notice) (the “Safe Harbor”) apply irrevocably with respect to all LTIP Units transferred in connection with the performance of services by a Partner in a partner capacity, or in anticipation of becoming a Partner (such election, the “Safe Harbor Election”). The Safe Harbor Election shall be effective as of the date hereof. The Partnership and each Partner agrees to comply with all requirements of the Safe Harbor with respect to all interests in the Partnership transferred in connection with the performance of services by a Partner in a partner capacity or in anticipation of becoming a Partner, whether such Partner was admitted as a Partner or as the transferee of a previous Partner. The General Partner shall cause the Partnership to comply with all record-keeping requirements and other administrative requirements with respect to the Safe Harbor as shall be required by proposed or final regulations relating thereto. (ii) In connection with the Safe Harbor Election, the Partners agree that (a) each LTIP Unit issued hereunder is a “Safe Harbor Partnership Interest” within the meaning of section 3.02 of IRS Notice 2005-43 (or the corresponding provision in any Revenue Procedure or regulation issued in relation to the provisions of such Notice or successor pronouncement) representing a profits interest received for services rendered or to be rendered to or for the benefit of the Partnership by the LTIP Unitholder in his or her capacity as a Partner or in anticipation of becoming a Partner, and (b) the fair market value of the Safe Harbor Partnership Interest upon receipt by the LTIP Unitholder as of the date of issuance is zero, representing the liquidation value of such interest upon receipt (with such valuation being consented to and hereby approved by all Partners). (iii) Each Partner hereby agrees to comply with all requirements of the Safe Harbor Election with respect to each LTIP Unitholder’s Safe Harbor Partnership Interest. (iv) The General Partner shall file or cause the Partnership to file all returns, reports and other documentation as may be required, as reasonably determined by the General Partner, to perfect and maintain the Safe Harbor Election with respect to transfers of each LTIP Unitholder’s Safe Harbor Partnership Interest. (v) The General Partner is hereby authorized, directed and empowered, without further vote or action of the Partners, to amend this Agreement as necessary to comply with the Safe Harbor requirements in order to provide for a Safe Harbor Election and the ability to maintain the same, and shall have the authority to execute any such amendment by and on behalf of each Partner pursuant to the power of attorney granted by this Agreement. Any undertaking by the Partners necessary to enable or preserve a Safe Harbor Election may be reflected in such amendments and, to the extent so reflected, shall be binding on each Partner. The General Partner and the Partnership hereby (a) approve the adoption of the Excel Trust, Inc. and Excel Trust, L.P. 2010 Equity Incentive Award Plan and (b) approve the filing of Section 83(b) elections for each employee granted LTIP Units. Each employee granted LTIP Units shall file a Section 83(b) election. (vi) Each Partner agrees to cooperate with the General Partner to perfect and maintain any Safe Harbor Election, and to timely execute and deliver any documentation with respect thereto reasonably requested by the General Partner, at the expense of the General Partner. (vii) No Transfer of any interest in the Partnership by a Partner shall be effective unless prior to such Transfer, the assignee or intended recipient of such interest shall have agreed in writing to be bound by the provisions of this Section 4.7.B(2), in a form reasonably satisfactory to the General Partner.

Safe Harbor Election and Forfeiture Allocations. (ia) The Partners agree that the General Operating Partner is hereby authorized and directed to cause the Partnership to make an election, on behalf election to value the Fortress Partner interest of itself and of all Partners, the Fortress Partner received as compensation for services to have the Partnership (the “Compensatory Interest”) at liquidation value (the “Safe Harbor” of Harbor Election”), as the same may be permitted pursuant to or in accordance with the finally promulgated successor rules to Proposed Treasury Regulations Section 3.03 of 1.83-3(l) and IRS Notice 2005-43 (or the corresponding provision in any Revenue Procedure or regulation issued in execution of the provisions of such Notice) (collectively, the “Proposed Rules”). The Operating Partner shall cause the Partnership to make any allocations of items of income, gain, deduction, loss or credit (including forfeiture allocations and elections as to allocation periods) necessary or appropriate to effectuate and maintain the Safe Harbor”Harbor Election. (b) apply irrevocably with respect Any such Safe Harbor Election shall be binding on the Partnership and on all of its Partners (including, for purposes of this Section 7.2(b), any person to all LTIP Units whom a Compensatory Interest is transferred in connection with the performance of services by a Partner in a partner capacity, or in anticipation of becoming a Partner (such election, the “Safe Harbor Election”). The Safe Harbor Election shall be effective as of the date hereof. The Partnership and each Partner agrees to comply with all requirements of the Safe Harbor services) with respect to all interests in transfers of Compensatory Interests thereafter made by the Partnership transferred in connection with the performance of services by while a Partner in a partner capacity or in anticipation of becoming a Partner, whether such Partner was admitted as a Partner or as the transferee of a previous Partner. The General Partner shall cause the Partnership to comply with all record-keeping requirements and other administrative requirements with respect to the Safe Harbor Election is in effect. A Safe Harbor Election once made may be revoked by the Operating Partner as shall be required permitted by proposed the Proposed Rules or final regulations relating theretoany applicable rule. (iic) In connection with the Safe Harbor Election, the Partners agree that (a) each LTIP Unit issued hereunder is a “Safe Harbor Partnership Interest” within the meaning of section 3.02 of IRS Notice 2005-43 (or the corresponding provision in any Revenue Procedure or regulation issued in relation to the provisions of such Notice or successor pronouncement) representing a profits interest received for services rendered or to be rendered to or for the benefit of the Partnership by the LTIP Unitholder in his or her capacity as a Partner or in anticipation of becoming a Each Partner, and (b) the fair market value of the Safe Harbor Partnership Interest upon receipt by the LTIP Unitholder as of the date of issuance is zerosigning this Agreement or by accepting such transfer, representing the liquidation value of such interest upon receipt (with such valuation being consented to and hereby approved by all Partners). (iii) Each Partner hereby agrees to comply with all requirements of the Safe Harbor Election with respect to each LTIP Unitholder’s the Compensatory Interest while the Safe Harbor Partnership InterestElection remains effective. (ivd) The General Operating Partner shall file or cause the Partnership to file all returns, reports and other documentation as may be required, as reasonably determined by the General Partner, required to perfect and maintain the Safe Harbor Election with respect to transfers of each LTIP Unitholder’s Safe Harbor Partnership any Compensatory Interest. (ve) The General Operating Partner is hereby authorized, directed authorized and empowered, without further vote or action of the Partners, to amend this Agreement as necessary to comply with the Safe Harbor requirements Proposed Rules or any rule, in order to provide for a Safe Harbor Election and the ability to maintain or revoke the same, and shall have the authority to execute any such amendment by and on behalf of each Partner pursuant to the power of attorney granted by this AgreementPartner. Any undertaking undertakings by the Partners necessary to enable or preserve a Safe Harbor Election may be reflected in such amendments and, and to the extent so reflected, reflected shall be binding on each Partner. The General Partner , respectively; provided, however, that such amendments are not reasonably likely to have a material adverse effect on the rights and the Partnership hereby (a) approve the adoption obligations of the Excel Trust, Inc. and Excel Trust, L.P. 2010 Equity Incentive Award Plan and (b) approve the filing of Section 83(b) elections for each employee granted LTIP Units. Each employee granted LTIP Units shall file a Section 83(b) electionPartners. (vif) Each Partner agrees to cooperate with the General Operating Partner to perfect and maintain any Safe Harbor Election, and to timely execute and deliver any documentation with respect thereto reasonably requested by the General Partner, at the expense of the General Operating Partner. (viig) No Transfer transfer, assignment or other disposition of any interest Interest in the Partnership by a Partner shall be effective unless prior to such Transfertransfer, assignment or disposition the transferee, assignee or intended recipient of such interest Interest shall have agreed in writing to be bound by the provisions of this Section 4.7.B(2)7.2, in a form reasonably and substance satisfactory to the General Partner.

Safe Harbor Election and Forfeiture Allocations. (ia) The Partners agree that the General Partner is authorized and directed to make an election, on behalf of itself and of all Partners, to have the “Safe Harbor” of Section 3.03 of IRS Notice 2005-43 (or the corresponding provision in any Revenue Procedure or regulation issued in execution of the provisions of such Notice) (the “Safe Harbor”) apply irrevocably with respect to all LTIP Units transferred in connection with the performance of services by a Partner in a partner capacity, or in anticipation of becoming a Partner (such election, the “Safe Harbor Election”). The Safe Harbor Election shall be effective as of the date hereof. The Partnership and each Partner agrees to comply with all requirements of the Safe Harbor with respect to all interests in the Partnership transferred in connection with the performance of services by a Partner in a partner capacity or in anticipation of becoming a Partner, whether such Partner was admitted as a Partner or as the transferee of a previous Partner. The General Partner shall cause the Partnership to comply with all record-keeping requirements and other administrative requirements with respect to the Safe Harbor as shall be required by proposed or final regulations relating thereto. (iib) In connection with the Safe Harbor Election, the Partners agree that (aI) each LTIP Unit issued hereunder is a “Safe Harbor Partnership Interest” within the meaning of section 3.02 of IRS Notice 2005-43 (or the corresponding provision in any Revenue Procedure or regulation issued in relation to the provisions of such Notice or successor pronouncement) representing a profits interest received for services rendered or to be rendered to or for the benefit of the Partnership by the LTIP Unitholder in his or her capacity as a Partner or in anticipation of becoming a Partner, and (bII) the fair market value of the Safe Harbor Partnership Interest upon receipt by the LTIP Unitholder as of the date of issuance is zero, representing the liquidation value of such interest upon receipt (with such valuation being consented to and hereby approved by all Partners). (iiic) Each Partner hereby agrees (I) to comply with all requirements of the Safe Harbor Election with respect to each LTIP Unitholder’s Safe Harbor Partnership Interest, and (II) that to the extent that such profits interest is forfeited after the date hereof and to the extent that allocations of income have been made to LTIP Unitholder with respect thereto and have not been matched with corresponding amounts of distributions with respect thereto, the Partnership shall make special forfeiture allocations of gross items of deduction or loss (including, as may be permitted by or under Treasury Regulations to be adopted, notional items of deduction or loss) in accordance with the Treasury Regulations to be adopted under Sections 704(b) and 83 of the Code. (ivd) The General Partner shall file or cause the Partnership to file all returns, reports and other documentation as may be required, as reasonably determined by the General Partner, to perfect and maintain the Safe Harbor Election with respect to transfers of each LTIP Unitholder’s Safe Harbor Partnership Interest. (ve) The General Partner is hereby authorized, directed and empowered, without further vote or action of the Partners, to amend this the Agreement as necessary to comply with the Safe Harbor requirements in order to provide for a Safe Harbor Election and the ability to maintain the same, and shall have the authority to execute any such amendment by and on behalf of each Partner pursuant to the power of attorney granted by this Agreement. Any undertaking by the Partners necessary to enable or preserve a Safe Harbor Election may be reflected in such amendments and, to the extent so reflected, shall be binding on each Partner. The General Partner and the Partnership hereby (a) approve the adoption of the Excel Trust, Inc. and Excel Trust, L.P. 2010 Equity Incentive Award Plan and (b) approve the filing of Section 83(b) elections for each employee granted LTIP Units. Each employee granted LTIP Units shall file a Section 83(b) election. (vi) Each Partner agrees to cooperate with the General Partner to perfect and maintain any Safe Harbor Election, and to timely execute and deliver any documentation with respect thereto reasonably requested by the General Partner, at the expense of the General Partner. (vii) No Transfer of any interest in the Partnership by a Partner shall be effective unless prior to such Transfer, the assignee or intended recipient of such interest shall have agreed in writing to be bound by the provisions of this Section 4.7.B(2), in a form reasonably satisfactory to the General Partner.Safe

Safe Harbor Election and Forfeiture Allocations. (ia) The Partners agree that the General Partner is hereby authorized and directed to cause the Partnership to make an electionelection to value the interests in the Partnership issued or transferred as compensation for services to the Partnership, on behalf of itself and of all Partnersthe General Partner, to have the “Safe Harbor” of Section 3.03 of IRS Notice 2005-43 (Fund or the corresponding provision in any Revenue Procedure or regulation issued in execution of the provisions of such Notice) Fund GP (the “Safe HarborCompensatory Interests”) apply irrevocably with respect to all LTIP Units transferred in connection with the performance of services by a Partner in a partner capacity, or in anticipation of becoming a Partner at liquidation value (such election, the “Safe Harbor Election”). The , as the same may be permitted pursuant to or in accordance with the finally promulgated successor rules to Proposed Treasury Regulations Section 1.83-3(l) and IRS Notice 2005-43 whether promulgated in the form of Treasury Regulations, revenue rulings, revenue procedure notices and/or other IRS guidance (collectively, the “Proposed Rules”). (b) Any such Safe Harbor Election shall be effective as of binding on the date hereof. The Partnership and each Partner agrees to comply with on all requirements of the Safe Harbor its Partners with respect to all interests transfers of Compensatory Interests thereafter made while a Safe Harbor Election is in effect. A Safe Harbor Election once made may be revoked by the Partnership transferred in connection with the performance of services by a Partner in a partner capacity or in anticipation of becoming a Partner, whether such Partner was admitted as a Partner or as the transferee of a previous Partner. The General Partner shall cause as permitted by the Partnership to comply with all record-keeping requirements and other administrative requirements with respect to the Safe Harbor as shall be required by proposed Proposed Rules or final regulations relating theretoany applicable rule. (iic) In connection with the Safe Harbor Election, the Partners agree that (a) each LTIP Unit issued hereunder is a “Safe Harbor Partnership Interest” within the meaning of section 3.02 of IRS Notice 2005-43 (or the corresponding provision in any Revenue Procedure or regulation issued in relation to the provisions of such Notice or successor pronouncement) representing a profits interest received for services rendered or to be rendered to or for the benefit of the Partnership by the LTIP Unitholder in his or her capacity as a Partner or in anticipation of becoming a Each Partner, and (b) the fair market value of the Safe Harbor Partnership Interest upon receipt by the LTIP Unitholder as of the date of issuance is zerosigning this Agreement or by accepting such transfer, representing the liquidation value of such interest upon receipt (with such valuation being consented to and hereby approved by all Partners). (iii) Each Partner hereby agrees to comply with all requirements of the Safe Harbor Election with respect to each LTIP Unitholder’s Compensatory Interests while the Safe Harbor Partnership InterestElection remains effective. (ivd) The General Partner shall file or cause the Partnership to file all returns, reports and other documentation as may be required, as reasonably determined by the General Partner, required to perfect and maintain the Safe Harbor Election with respect to transfers of each LTIP Unitholder’s Safe Harbor Partnership InterestCompensatory Interests. (ve) The General Partner is hereby authorized, directed authorized and empowered, without further vote or action of the Partners, to amend this the Agreement as necessary to comply with the Safe Harbor requirements Proposed Rules or any rule, including the allocation provisions of the Agreement, in order to provide for a Safe Harbor Election and the ability to maintain or revoke the same, and shall have the authority to execute any such amendment by and on behalf of each Partner pursuant to the power of attorney granted by this Agreement. Any undertaking by the Partners necessary to enable or preserve a Safe Harbor Election may be reflected in such amendments and, to the extent so reflected, shall be binding on each Partner. The General Partner and the Partnership hereby (a) approve the adoption of the Excel Trust, Inc. and Excel Trust, L.P. 2010 Equity Incentive Award Plan and (b) approve the filing of Section 83(b) elections for each employee granted LTIP Units. Each employee granted LTIP Units shall file a Section 83(b) election. (vif) Each Partner agrees to cooperate with the General Partner to perfect and maintain any Safe Harbor Election, and to timely execute and deliver any documentation with respect thereto reasonably requested by the General Partner, at the expense of the General Partner. (viig) No Transfer transfer, assignment or other disposition of any interest in the Partnership by a Partner shall be effective unless prior to such Transfertransfer, assignment or disposition the transferee, assignee or intended recipient of such interest shall have agreed in writing to be bound by the provisions of this Section 4.7.B(2)5.9, in a form reasonably satisfactory to the General Partner. (h) Notwithstanding anything to the contrary in this Article 5, upon a forfeiture of any Compensatory Interest by any Partner, gross items of income, gain, loss or deduction shall be allocated to such Partner if and to the extent required by final Treasury Regulations promulgated after the date hereof to ensure that allocations made with respect to all unvested Partnership interests are recognized under Code Section 704(b).

Safe Harbor Election and Forfeiture Allocations. (i) The Partners agree that the General Partner is authorized and directed to make an election, on behalf of itself and of all Partners, to have the “Safe Harbor” of Section 3.03 of IRS Notice 2005-43 (or the corresponding provision in any Revenue Procedure or regulation issued in execution of the provisions of such Notice) (the “Safe Harbor”) apply irrevocably with respect to all LTIP Units transferred in connection with the performance of services by a Partner in a partner capacity, or in anticipation of becoming a Partner (such election, the “Safe Harbor Election”). The Safe Harbor Election shall be effective as of the date hereof. The Partnership and each Partner agrees to comply with all requirements of the Safe Harbor with respect to all interests in the Partnership transferred in connection with the performance of services by a Partner in a partner capacity or in anticipation of becoming a Partner, whether such Partner was admitted as a Partner or as the transferee of a previous Partner. The General Partner shall cause the Partnership to comply with all record-keeping requirements and other administrative requirements with respect to the Safe Harbor as shall be required by proposed or final regulations relating thereto. (ii) In connection with the Safe Harbor Election, the Partners agree that (a) each LTIP Unit issued hereunder is a “Safe Harbor Partnership Interest” within the meaning of section 3.02 of IRS Notice 2005-43 (or the corresponding provision in any Revenue Procedure or regulation issued in relation to the provisions of such Notice or successor pronouncement) representing a profits interest received for services rendered or to be rendered to or for the benefit of the Partnership by the LTIP Unitholder in his or her capacity as a Partner or in anticipation of becoming a Partner, and (b) the fair market value of the Safe Harbor Partnership Interest upon receipt by the LTIP Unitholder as of the date of issuance is zero, representing the liquidation value of such interest upon receipt (with such valuation being consented to and hereby approved by all Partners). (iii) Each Partner hereby agrees to comply with all requirements of the Safe Harbor Election with respect to each LTIP Unitholder’s Safe Harbor Partnership Interest. (iv) The General Partner shall file or cause the Partnership to file all returns, reports and other documentation as may be required, as reasonably determined by the General Partner, to perfect and maintain the Safe Harbor Election with respect to transfers of each LTIP Unitholder’s Safe Harbor Partnership Interest. (v) The General Partner is hereby authorized, directed and empowered, without further vote or action of the Partners, to amend this Agreement as necessary to comply with the Safe Harbor requirements in order to provide for a Safe Harbor Election and the ability to maintain the same, and shall have the authority to execute any such amendment by and on behalf of each Partner pursuant to the power of attorney granted by this Agreement. Any undertaking by the Partners necessary to enable or preserve a Safe Harbor Election may be reflected in such amendments and, to the extent so reflected, shall be binding on each Partner. The General Partner and the Partnership hereby (a) approve the adoption of the Excel Trust, Inc. and Excel TrustSHEARSON AMERICAN, L.P. 2010 L. P.2010 Equity Incentive Award Plan and (b) approve the filing of Section 83(b) elections for each employee granted LTIP Units. Each employee granted LTIP Units shall file a Section 83(b) election. (vi) Each Partner agrees to cooperate with the General Partner to perfect and maintain any Safe Harbor Election, and to timely execute and deliver any documentation with respect thereto reasonably requested by the General Partner, at the expense of the General Partner. (vii) No Transfer of any interest in the Partnership by a Partner shall be effective unless prior to such Transfer, the assignee or intended recipient of such interest shall have agreed in writing to be bound by the provisions of this Section 4.7.B(2), in a form reasonably satisfactory to the General Partner.

Safe Harbor Election and Forfeiture Allocations. (iA) The Partners agree that the General Partner is authorized and directed to make an election, on behalf of itself and of all Partners, to have the “Safe Harbor” of Section 3.03 of IRS Notice 2005-43 (or the corresponding provision in any Revenue Procedure or regulation issued in execution of the provisions of such Notice) (the “Safe Harbor”) apply irrevocably with respect to all LTIP Units transferred in connection with the performance of services by a Partner in a partner capacity, or in anticipation of becoming a Partner capacity (such election, the “Safe Harbor Election”). The Safe Harbor Election shall be effective as of the date hereof. The Partnership and each Partner agrees to comply with all requirements of the Safe Harbor with respect to all interests in the Partnership transferred in connection with the performance of services by a Partner in a partner capacity or in anticipation of becoming a Partnercapacity, whether such Partner was admitted as a Partner or as the transferee of a previous Partner. The General Partner shall cause the Partnership to comply with all record-keeping requirements and other administrative requirements with respect to the Safe Harbor as shall be required by proposed or final regulations relating thereto. (iiB) In connection with the Safe Harbor Election, the Partners agree that (aI) each LTIP Unit issued hereunder is a “Safe Harbor Partnership Interest” within the meaning of section 3.02 of IRS Notice 2005-43 (or the corresponding provision in any Revenue Procedure or regulation issued in relation to the provisions of such Notice or successor pronouncement) representing a profits interest received for services rendered or to be rendered to or for the benefit of the Partnership by the LTIP Unitholder in his or her capacity as a Partner or in anticipation of becoming a Partner, and (bII) the fair market value of the Safe Harbor Partnership Interest upon receipt by the LTIP Unitholder as of the date of issuance is zero, representing the liquidation value of such interest upon receipt (with such valuation being consented to and hereby approved by all Partners). (iiiC) Each Partner Partner, by signing this Agreement or by accepting such transfer, hereby agrees (I) to comply with all requirements of the Safe Harbor Election with respect to each LTIP Unitholder’s Safe Harbor Partnership Interest, and (II) that to the extent that such profits interest is forfeited after the date hereof and to the extent that allocations of income have been made to LTIP Unitholder with respect thereto and have not been matched with corresponding amounts of distributions with respect thereto, the Partnership shall make special forfeiture allocations of gross items of deduction or loss (including, as may be permitted by or under Treasury Regulations to be adopted, notional items of deduction or loss) in accordance with the Treasury Regulations to be adopted under Sections 704(b) and 83 of the Code. (ivD) The General Partner shall file or cause the Partnership to file all returns, reports and other documentation as may be required, as reasonably determined by the General Partner, to perfect and maintain the Safe Harbor Election with respect to transfers of each LTIP Unitholder’s Safe Harbor Partnership Interest. (vE) The General Partner is hereby authorized, directed and empowered, without further vote or action of the Partners, to amend this the Agreement as necessary to comply with the Safe Harbor requirements in order to provide for a Safe Harbor Election and the ability to maintain the same, and shall have the authority to execute any such amendment by and on behalf of each Partner pursuant to the power of attorney granted by this Agreement. Any undertaking by the Partners necessary to enable or preserve a Safe Harbor Election may be reflected in such amendments and, to the extent so reflected, shall be binding on each Partner. The General Partner and the Partnership hereby (a) approve the adoption of the Excel Trust, Inc. and Excel Trust, L.P. 2010 Equity Incentive Award Plan and (b) approve the filing of Section 83(b) elections for each employee granted LTIP Units. Each employee granted LTIP Units shall file a Section 83(b) election. (viF) Each Partner agrees to cooperate with the General Partner to perfect and maintain any Safe Harbor Election, and to timely execute and deliver any documentation with respect thereto reasonably requested by the General Partner, at the expense of the General PartnerCompany. (viiG) No Transfer of any interest in the Partnership by a Partner shall be effective unless prior to such Transfer, the assignee or intended recipient of such interest shall have agreed in writing to be bound by the provisions of this Section 4.7.B(24.5(b)(ii), in a form reasonably satisfactory to the General Partner.

Safe Harbor Election and Forfeiture Allocations. (ia) The Partners agree that the General Partner is authorized and directed to make an election, on behalf of itself and of all Partners, to have the “Safe Harbor” of Section 3.03 of IRS Notice 2005-43 (or the corresponding provision in any Revenue Procedure or regulation issued in execution of the provisions of such Notice) (the “Safe Harbor”) apply irrevocably with respect to all LTIP Units transferred in connection with the performance of services by a Partner in a partner capacity, or in anticipation of becoming a Partner (such election, the “Safe Harbor Election”). The Safe Harbor Election shall be effective as of the date hereof. The Partnership and each Partner agrees to comply with all requirements of the Safe Harbor with respect to all interests in the Partnership transferred in connection with the performance of services by a Partner in a partner capacity or in anticipation of becoming a Partner, whether such Partner was admitted as a Partner or as the transferee of a previous Partner. The General Partner shall cause the Partnership to comply with all record-keeping requirements and other administrative requirements with respect to the Safe Harbor as shall be required by proposed or final regulations relating thereto. (iib) In connection with the Safe Harbor Election, the Partners agree that (aI) each LTIP Unit issued hereunder is a “Safe Harbor Partnership Interest” within the meaning of section 3.02 of IRS Notice 2005-43 (or the corresponding provision in any Revenue Procedure or regulation issued in relation to the provisions of such Notice or successor pronouncement) representing a profits interest received for services rendered or to be rendered to or for the benefit of the Partnership by the LTIP Unitholder in his or her capacity as a Partner or in anticipation of becoming a Partner, and (bII) the fair market value of the Safe Harbor Partnership Interest upon receipt by the LTIP Unitholder as of the date of issuance is zero, representing the liquidation value of such interest upon receipt (with such valuation being consented to and hereby approved by all Partners). (iiic) Each Partner hereby agrees (I) to comply with all requirements of the Safe Harbor Election with respect to each LTIP Unitholder’s Safe Harbor Partnership Interest, and (II) that to the extent that such profits interest is forfeited after the date hereof and to the extent that allocations of income have been made to LTIP Unitholder with respect thereto and have not been matched with corresponding amounts of distributions with respect thereto, the Partnership shall make special forfeiture allocations of gross items of deduction or loss (including, as may be permitted by or under Treasury Regulations to be adopted, notional items of deduction or loss) in accordance with the Treasury Regulations to be adopted under Sections 704(b) and 83 of the Code. (ivd) The General Partner shall file or cause the Partnership to file all returns, reports and other documentation as may be required, as reasonably determined by the General Partner, to perfect and maintain the Safe Harbor Election with respect to transfers of each LTIP Unitholder’s Safe Harbor Partnership Interest. (ve) The General Partner is hereby authorized, directed and empowered, without further vote or action of the Partners, to amend this the Agreement as necessary to comply with the Safe Harbor requirements in order to provide for a Safe Harbor Election and the ability to maintain the same, and shall have the authority to execute any such amendment by and on behalf of each Partner pursuant to the power of attorney granted by this Agreement. Any undertaking by the Partners necessary to enable or preserve a Safe Harbor Election may be reflected in such amendments and, to the extent so reflected, shall be binding on each Partner. The General Partner and the Partnership hereby (a1) approve the adoption of the Excel BioMed Realty Trust, Inc. and Excel Trust, BioMed Realty L.P. 2010 Equity 2004 Incentive Award Plan and Plan, (b2) approve the filing of Section 83(b) elections for each employee granted LTIP UnitsUnits and (3) ratify the form of LTIP Forfeiture Agreement and all of the exhibits attached thereto. Each employee granted LTIP Units shall file a Section 83(b) election. (vi) Each Partner agrees to cooperate with the General Partner to perfect and maintain any Safe Harbor Election, and to timely execute and deliver any documentation with respect thereto reasonably requested by the General Partner, at the expense of the General Partner. (vii) No Transfer of any interest in the Partnership by a Partner shall be effective unless prior to such Transfer, the assignee or intended recipient of such interest shall have agreed in writing to be bound by the provisions of this Section 4.7.B(2), in a form reasonably satisfactory to the General Partner.

Safe Harbor Election and Forfeiture Allocations. (iA) The Partners agree that the General Partner Tax Matters Member is hereby authorized and directed to cause the Company to make an election, on behalf of itself and of all Partners, election to have value the “Safe Harbor” of Section 3.03 of IRS Notice 2005-43 (or the corresponding provision in any Revenue Procedure or regulation issued in execution membership interests of the provisions of such Notice) Members and Economic Assignees as compensation for services to the Company (the a “Safe HarborClass B Non-Voting Units”) apply irrevocably with respect to all LTIP Units transferred in connection with the performance of services by a Partner in a partner capacity, or in anticipation of becoming a Partner at liquidation value (such election, the “Safe Harbor Election”). The Safe Harbor Election shall , as the same may be effective as of the date hereof. The Partnership and each Partner agrees permitted pursuant to comply with all requirements of the Safe Harbor with respect to all interests or in the Partnership transferred in connection accordance with the performance of services by a Partner in a partner capacity or in anticipation of becoming a Partner, whether such Partner was admitted as a Partner or as the transferee of a previous Partner. The General Partner shall cause the Partnership finally promulgated successor rules to comply with all recordProposed Treasury Regulations Section 1.83-keeping requirements 3(1) and other administrative requirements with respect to the Safe Harbor as shall be required by proposed or final regulations relating thereto. (ii) In connection with the Safe Harbor Election, the Partners agree that (a) each LTIP Unit issued hereunder is a “Safe Harbor Partnership Interest” within the meaning of section 3.02 of IRS Notice 2005-43 (collectively, the “Proposed Rules”). The Board shall cause the Company to make any allocations of items of income, gain, deduction, loss or the corresponding provision in any Revenue Procedure credit (including forfeiture allocations and elections as to allocation periods) necessary or regulation issued in relation appropriate to the provisions of such Notice or successor pronouncement) representing a profits interest received for services rendered or to be rendered to or for the benefit of the Partnership by the LTIP Unitholder in his or her capacity as a Partner or in anticipation of becoming a Partner, effectuate and (b) the fair market value of maintain the Safe Harbor Partnership Interest upon receipt by the LTIP Unitholder as of the date of issuance is zero, representing the liquidation value of such interest upon receipt (with such valuation being consented to and hereby approved by all Partners)Election. (iiiB) Any such Safe Harbor Election shall be binding on the Company and on all of its Members with respect to all transfers of Class B Non-Voting Units while a Safe Harbor Election is in effect. A Safe Harbor Election once made may be revoked by the Tax Matters Member as permitted by the Proposed Rules or any applicable rule. (C) Each Partner Member, by signing this Agreement or by accepting such transfer, hereby agrees to comply with all requirements of the Safe Harbor Election with respect to each LTIP Unitholder’s his or her Class B Non-Voting Units while the Safe Harbor Partnership InterestElection remains effective. (ivD) The General Partner Tax Matters Member shall file or cause the Partnership Company to file all returns, reports and other documentation as may be required, as reasonably determined by the General Partner, required to perfect and maintain the Safe Harbor Election with respect to transfers of each LTIP Unitholder’s Safe Harbor Partnership InterestClass B Non-Voting Units. (vE) The General Partner Board is hereby authorized, directed authorized and empowered, without further vote or action of the PartnersMembers, to amend this Agreement as necessary to comply with the Safe Harbor requirements Proposed Rules or any rule, in order to provide for a Safe Harbor Election and the ability to maintain or revoke the same, and shall have the authority to execute any such amendment by and on behalf of each Partner pursuant to the power of attorney granted by this AgreementMember. Any undertaking undertakings by the Partners Members necessary to enable or preserve a Safe Harbor Election may be reflected in such amendments and, and to the extent so reflected, reflected shall be binding on each Partner. The General Partner and the Partnership hereby (a) approve the adoption of the Excel TrustMember, Inc. and Excel Trust, L.P. 2010 Equity Incentive Award Plan and (b) approve the filing of Section 83(b) elections for each employee granted LTIP Units. Each employee granted LTIP Units shall file a Section 83(b) electionrespectively. (viF) Each Partner Member agrees to cooperate with the General Partner Board to perfect and maintain any Safe Harbor Election, and to timely execute and deliver any documentation with respect thereto reasonably requested by the General Partner, at Board or the expense of the General PartnerTax Matters Member. (viiG) No Transfer transfer, assignment or other disposition of any interest in the Partnership Company by a Partner Member shall be effective unless prior to such Transfertransfer, assignment or disposition the transferee, assignee or intended recipient of such interest shall have agreed in writing to be bound by the provisions of this Section 4.7.B(2), 7.5 in a form reasonably satisfactory to the General PartnerBoard.

Safe Harbor Election and Forfeiture Allocations. (ia) The Partners agree that the General Partner Managing Member is hereby authorized and directed to cause the LLC to make an electionelection to value the interests in the LLC issued or transferred as compensation for services to the LLC, on behalf of itself and of all Partnersthe Managing Member, to have the “Safe Harbor” of Section 3.03 of IRS Notice 2005-43 (Fund or the corresponding provision in any Revenue Procedure or regulation issued in execution of the provisions of such Notice) Fund GP (the “Safe HarborCompensatory Interests”) apply irrevocably with respect to all LTIP Units transferred in connection with the performance of services by a Partner in a partner capacity, or in anticipation of becoming a Partner at liquidation value (such election, the “Safe Harbor Election”). The , as the same may be permitted pursuant to or in accordance with the finally promulgated successor rules to Proposed Treasury Regulations Section 1.83-3(l) and IRS Notice 2005-43 whether promulgated in the form of Treasury Regulations, revenue rulings, revenue procedure notices and/or other IRS guidance (collectively, the “Proposed Rules”). (b) Any such Safe Harbor Election shall be effective as binding on the LLC and on all of the date hereof. The Partnership and each Partner agrees to comply with all requirements of the Safe Harbor its Members with respect to all interests in the Partnership transferred in connection with the performance transfers of services by Compensatory Interests thereafter made while a Partner in a partner capacity or in anticipation of becoming a Partner, whether such Partner was admitted as a Partner or as the transferee of a previous Partner. The General Partner shall cause the Partnership to comply with all record-keeping requirements and other administrative requirements with respect to the Safe Harbor Election is in effect. A Safe Harbor Election once made may be revoked by the Managing Member as shall be required permitted by proposed the Proposed Rules or final regulations relating theretoany applicable rule. (ii) In connection with the Safe Harbor Election, the Partners agree that (a) each LTIP Unit issued hereunder is a “Safe Harbor Partnership Interest” within the meaning of section 3.02 of IRS Notice 2005-43 (or the corresponding provision in any Revenue Procedure or regulation issued in relation to the provisions of such Notice or successor pronouncement) representing a profits interest received for services rendered or to be rendered to or for the benefit of the Partnership by the LTIP Unitholder in his or her capacity as a Partner or in anticipation of becoming a Partner, and (b) the fair market value of the Safe Harbor Partnership Interest upon receipt by the LTIP Unitholder as of the date of issuance is zero, representing the liquidation value of such interest upon receipt (with such valuation being consented to and hereby approved by all Partners). (iiic) Each Partner Member, by signing this Agreement or by accepting such transfer, hereby agrees to comply with all requirements of the Safe Harbor Election with respect to each LTIP Unitholder’s Compensatory Interests while the Safe Harbor Partnership InterestElection remains effective. (ivd) The General Partner Managing Member shall file or cause the Partnership LLC to file all returns, reports and other documentation as may be required, as reasonably determined by the General Partner, required to perfect and maintain the Safe Harbor Election with respect to transfers of each LTIP Unitholder’s Safe Harbor Partnership InterestCompensatory Interests. (ve) The General Partner Managing Member is hereby authorized, directed authorized and empowered, without further vote or action of the PartnersMembers, to amend this the Agreement as necessary to comply with the Safe Harbor requirements Proposed Rules or any rule, including the allocation provisions of the Agreement, in order to provide for a Safe Harbor Election and the ability to maintain or revoke the same, and shall have the authority to execute any such amendment by and on behalf of each Partner pursuant to the power of attorney granted by this Agreement. Any undertaking by the Partners necessary to enable or preserve a Safe Harbor Election may be reflected in such amendments and, to the extent so reflected, shall be binding on each Partner. The General Partner and the Partnership hereby (a) approve the adoption of the Excel Trust, Inc. and Excel Trust, L.P. 2010 Equity Incentive Award Plan and (b) approve the filing of Section 83(b) elections for each employee granted LTIP Units. Each employee granted LTIP Units shall file a Section 83(b) electionMember. (vif) Each Partner Member agrees to cooperate with the General Partner Managing Member to perfect and maintain any Safe Harbor Election, and to timely execute and deliver any documentation with respect thereto reasonably requested by the General Partner, at the expense of the General PartnerManaging Member. (viig) No Transfer transfer, assignment or other disposition of any interest in the Partnership LLC by a Partner Member shall be effective unless prior to such Transfertransfer, assignment or disposition the transferee, assignee or intended recipient of such interest shall have agreed in writing to be bound by the provisions of this Section 4.7.B(2)5.9, in a form reasonably satisfactory to the General PartnerManaging Member. (h) Notwithstanding anything to the contrary in this Article 5, upon a forfeiture of any Compensatory Interest by any Member, gross items of income, gain, loss or deduction shall be allocated to such Member if and to the extent required by final Treasury Regulations promulgated after the date hereof to ensure that allocations made with respect to all unvested LLC interests are recognized under Code Section 704(b).

Safe Harbor Election and Forfeiture Allocations. (ia) The Partners agree that the General Partner is authorized and directed to make an election, on behalf of itself and of all Partners, to have the “Safe Harbor” of Section 3.03 of IRS Notice 2005-43 (or the corresponding provision in any Revenue Procedure or regulation issued in execution of the provisions of pursuant to such Notice) (the “Safe Harbor”) apply irrevocably with respect to all LTIP Partnership Units transferred in connection with the performance of services by a Partner in a partner capacity, capacity or in anticipation of becoming a Partner (such election, the “Safe Harbor Election”). The Safe Harbor Election shall be effective as of the date hereof. The Partnership and each Partner agrees agree to comply with all requirements of the Safe Harbor with respect to all interests in the Partnership transferred in connection with the performance of services by a Partner in a partner capacity or in anticipation of becoming a Partner, whether such Partner was admitted as a Partner or as the a transferee of a previous Partner. The General Partner shall cause the Partnership to comply with all record-record keeping requirements and other administrative requirements with respect to the Safe Harbor as shall be required by proposed or final regulations relating thereto, to the extent the General Partner so determines in its sole and absolute discretion. (iib) In connection with the Safe Harbor Election, the Partners agree that (ai) each LTIP Unit issued hereunder is the Class P Units are a “Safe Harbor Partnership Interest” within the meaning of section 3.02 of IRS Notice 2005-43 (or the corresponding provision in any Revenue Procedure or regulation Treasury Regulation issued in relation pursuant to the provisions of such Notice or successor pronouncementNotice) representing a profits interest received for services rendered or to be rendered to or for the benefit of the Partnership by the LTIP Unitholder Key Employees (in his their (or her their Affiliate’s, as applicable) capacity as a Partner Partners for federal income tax purposes or in anticipation of becoming a PartnerPartners for federal income tax purposes), and (bii) the fair market value of the Safe Harbor Partnership Interest upon receipt by the LTIP Unitholder Key Employees (or their Affiliates, as applicable) as of the date of issuance is zero, representing the liquidation value of such interest upon receipt (with such valuation being consented to and hereby approved by all Partners). (iiic) Each Partner Partner, by signing this Agreement (or an admission amendment with respect hereto) or by accepting a Transfer of a Partnership Unit, hereby agrees (i) to comply with all requirements of the Safe Harbor Election with respect to each LTIP Unitholder’s any Safe Harbor Partnership InterestInterest while the Safe Harbor Election remains effective, and (ii) that to the extent that such profits interest is forfeited after the date hereof and to the extent that allocations of income have been made to the Key Employees (or their Affiliates, as applicable) with respect thereto and have not been matched with corresponding allocations of loss or deduction with respect thereto, or distributions with respect thereto that may be retained by the Key Employees (or their Affiliates, as applicable), the Partnership shall make special forfeiture allocations of gross items of deduction or loss (including, as may be permitted by or under Treasury Regulations to be adopted, notional items of deduction or loss) in accordance with IRS Notice 2005-43 and the Treasury Regulations adopted under Sections 704(b) and 83 of the Code. (ivd) The General Partner shall file or cause the Partnership to file all returns, reports and other documentation as may be required, as reasonably determined by the General Partner, to perfect and maintain the Safe Harbor Election with respect to transfers Transfers of each LTIP Unitholder’s any Safe Harbor Partnership InterestInterest without further vote or action of any other Person. (ve) The General Partner hereby is hereby authorized, directed and empowered, without further vote or action of the PartnersPartners or any other Person, to amend this the Agreement as necessary to comply with the Safe Harbor requirements requirements, to the extent the Safe Harbor Election is utilized, in order to provide for a Safe Harbor Election and the ability to maintain the same, and shall have the authority to execute any such amendment by and on behalf of each Partner pursuant to the power of attorney granted by this Agreement. Any undertaking by the Partners necessary to enable or preserve a Safe Harbor Election may be reflected in such amendments and, to the extent so reflected, shall be binding on each Partner. The General Partner and the Partnership hereby (a) approve the adoption of the Excel Trust, Inc. and Excel Trust, L.P. 2010 Equity Incentive Award Plan and (b) approve the filing of Section 83(b) elections for each employee granted LTIP Units. Each employee granted LTIP Units shall file a Section 83(b) election. (vif) Each Partner agrees to cooperate with the General Partner to perfect and maintain any Safe Harbor Election, and to timely execute and deliver any documentation with respect thereto reasonably requested by the General Partner, Partner at the expense of the General PartnerPartnership. (viig) No Transfer of any interest in the Partnership Units by a Partner shall be effective unless prior to such Transfer, the assignee or intended recipient of such interest Partnership Units shall have agreed in writing to be bound by the provisions of this Section 4.7.B(2)10.7, in a form reasonably satisfactory to the General Partner.

Safe Harbor Election and Forfeiture Allocations. (ia) The Partners agree that the General Partner Partnership Representative (as defined below) is hereby authorized and directed to cause the Company to make an election, on behalf of itself and of all Partners, election to have value the “Safe Harbor” of Section 3.03 of IRS Notice 2005-43 (or the corresponding provision in any Revenue Procedure or regulation issued in execution membership interests of the provisions of Members, including any member to whom such Notice) (the “Safe Harbor”) apply irrevocably with respect to all LTIP Units interests were transferred in connection with the performance of services, as compensation for services by to the Company (a Partner in a partner capacity, or in anticipation of becoming a Partner “Compensatory Interest”) at liquidation value (such election, the “Safe Harbor Election”). The Safe Harbor Election shall , as the same may be effective as of the date hereof. The Partnership and each Partner agrees permitted pursuant to comply with all requirements of the Safe Harbor with respect to all interests or in the Partnership transferred in connection accordance with the performance of services by a Partner in a partner capacity or in anticipation of becoming a Partner, whether such Partner was admitted as a Partner or as the transferee of a previous Partner. The General Partner shall cause the Partnership finally promulgated successor rules to comply with all recordProposed Treasury Regulations Section 1.83-keeping requirements 3(1) and other administrative requirements with respect to the Safe Harbor as shall be required by proposed or final regulations relating thereto. (ii) In connection with the Safe Harbor Election, the Partners agree that (a) each LTIP Unit issued hereunder is a “Safe Harbor Partnership Interest” within the meaning of section 3.02 of IRS Notice 2005-43 (collectively, the “Proposed Rules”). The Managers shall cause the Company to make any allocations of items of income, gain, deduction, loss, or credit (including forfeiture allocations and elections as to allocation periods) necessary or appropriate to effectuate and maintain the corresponding provision in any Revenue Procedure or regulation issued in relation to the provisions of such Notice or successor pronouncement) representing a profits interest received for services rendered or to be rendered to or for the benefit of the Partnership by the LTIP Unitholder in his or her capacity as a Partner or in anticipation of becoming a Partner, and Safe Harbor Election. (b) the fair market value of the Any such Safe Harbor Partnership Interest upon receipt Election shall be binding on the Company and on all of its Members, with respect to all transfers of Compensatory Interests thereafter made by the LTIP Unitholder Company while a Safe Harbor Election is in effect. A Safe Harbor Election once made may be revoked by the Partnership Representative as of permitted by the date of issuance is zero, representing the liquidation value of such interest upon receipt (with such valuation being consented to and hereby approved by all Partners)Proposed Rules or any applicable rule. (iiic) Each Partner hereby Member, by signing this Agreement or by accepting such transfer, xxxxxx agrees to comply with all requirements of the Safe Harbor Election with respect to each LTIP Unitholder’s its Compensatory Interest while the Safe Harbor Partnership InterestElection remains effective. (ivd) The General Partner Partnership Representative shall file file, or cause the Partnership Company to file file, all returns, reports reports, and other documentation as may be required, as reasonably determined by the General Partner, required to perfect and maintain the Safe Harbor Election with respect to transfers of each LTIP Unitholder’s Safe Harbor Partnership InterestCompensatory Interests. (ve) The General Partner is Managers are hereby authorized, directed authorized and empowered, without further vote or action of the PartnersMembers, to amend this Agreement as necessary to comply with the Safe Harbor requirements Proposed Rules or any rule, in order to provide for a Safe Harbor Election and the ability to maintain or revoke the same, same and shall have the authority to execute any such amendment by and on behalf of each Partner pursuant to the power of attorney granted by this AgreementMember. Any undertaking undertakings by the Partners Members or Managers necessary to enable or preserve a Safe Harbor Election may be reflected in such amendments and, and to the extent so reflected, reflected shall be binding on each Partner. The General Partner and the Partnership hereby (a) approve the adoption of the Excel TrustMember, Inc. and Excel Trust, L.P. 2010 Equity Incentive Award Plan and (b) approve the filing of Section 83(b) elections for each employee granted LTIP Units. Each employee granted LTIP Units shall file a Section 83(b) electionrespectively. (vif) Each Partner Member agrees to cooperate with the General Partner Managers to perfect and maintain any Safe Harbor Election, and to timely execute and deliver any documentation with respect thereto reasonably requested by a Manager or the General Partner, at the expense of the General PartnerPartnership Representative. (viig) No Transfer transfer, assignment, or other disposition of any interest in the Partnership Company by a Partner Member shall be effective unless prior to such Transfertransfer, assignment, or disposition the assignee transferee, assignee, or intended recipient of such interest shall have agreed in writing to be bound by the provisions of this Section 4.7.B(2), 6.06 in a form reasonably satisfactory to the General PartnerManagers.