Successor Partners. For purposes of this Exhibit B, a transferee of a Partnership Interest shall be deemed to have been allocated the Net Income, Net Loss, Net Property Gain, Net Property Loss and other items of Partnership income, gain, loss, deduction and credit allocable to the transferred Partnership Interest that previously have been allocated to the transferor Partner pursuant to this Agreement. Exhibit C Certificate of Limited Partnership
Successor Partners. For purposes of this Exhibit B , a transferee of a Partnership Interest shall be deemed to have been allocated the Net Income, Net Loss, Net Property Gain, Net Property Loss and other items of Partnership income, gain, loss, deduction and credit allocable to the transferred Partnership Interest that previously have been allocated to the transferor Partner pursuant to this Agreement. EXHIBIT C NOTICE OF REDEMPTION The undersigned hereby irrevocably (i) transfers ____________ [Class A][Class R][Class T] OP Units in Steadfast Apartment REIT III Operating Partnership, L.P. in accordance with the terms of the Amended and Restated Agreement of Limited Partnership of Steadfast Apartment REIT III Operating Partnership, L.P. and the rights of Redemption referred to therein, (ii) surrenders such Class A][Class R][Class T] OP Units and all right, title and interest therein, and (iii) directs that the cash (or, if applicable, REIT Shares of the corresponding Class of OP Units being redeemed) deliverable upon Redemption or exchange be delivered to the address specified below within ten (10) days of the receipt of this Notice of Redemption, and if applicable, that such REIT Shares of the corresponding Class of OP Units being redeemed be registered or placed in the name(s) and at the address(es) specified below. Dated: __________________________________ Name of Partner: _________________________________________ (Signature of Partner) _________________________________________ (Xxxxxx Xxxxxxx) _________________________________________ (City, State, Zip Code) Issue REIT Shares of the corresponding Class of OP Units being redeemed to: Please insert social security or identifying number: Name: EXHIBIT D FORM OF [CLASS A][CLASS R][CLASS T] OP UNIT CERTIFICATE CERTIFICATE FOR OP UNITS OF STEADFAST APARTMENT REIT III OPERATING PARTNERSHIP, L.P. No. _______________ _________ UNITS Steadfast Apartment REIT III, Inc., as the General Partner of Steadfast Apartment REIT III Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”), hereby certifies that ____________________ is a Limited Partner of the Operating Partnership whose Partnership Interests therein, as set forth in the Amended and Restated Agreement of Limited Partnership of the Operating Partnership dated ___________, 201____, as amended (the “Partnership Agreement”), under which the Operating Partnership is existing (copies of which are on file at the Operating Partnership’s principal offic...
Successor Partners. For purposes of this Exhibit B, a transferee of a Partnership Interest shall be deemed to have been allocated the Net Income, Net Loss and other items of Partnership income, gain, loss, deduction and credit allocable to the transferred Partnership Interest that previously have been allocated to the transferor Partner pursuant to this Agreement. Exhibit C EXCHANGE RIGHTS AGREEMENT THIS EXCHANGE RIGHTS AGREEMENT (this “Agreement”), dated as of , 200 , is entered into by and among Lightstone Value Plus Real Estate Investment Trust, Inc., a Maryland corporation (the “Company”), Lightstone Value Plus REIT LP, a Delaware limited partnership (the “Operating Partnership”), and the Persons whose names are set forth on Exhibit A attached hereto (as it may be amended from time to time).
Successor Partners. For purposes of this Exhibit B, a transferee of a Partnership Interest shall be deemed to have been allocated the Net Income, Net Loss and other items of Partnership income, gain, loss, deduction and credit allocable to the transferred Partnership Interest that previously have been allocated to the transferor Partner pursuant to this Agreement. EXHIBIT C FORM OF EXCHANGE RIGHTS AGREEMENT THIS EXCHANGE RIGHTS AGREEMENT (this “Agreement”), dated as of , 20 , is entered into by and among Independence Realty Trust, Inc., a Maryland corporation (the “Company”), Independence Realty Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), and the Persons whose names are set forth on Exhibit A attached hereto (as it may be amended from time to time).
Successor Partners. Any Person becoming a successor General Partner pursuant to Section 11.1 or the proviso to Section 12.1 or the transferee of the entire Partnership Interest of a Partner pursuant to Section 10.1 shall be admitted to the Partnership as a successor Partner, effective as of the date an amendment or restatement of the Certificate of Limited Partnership is filed with the Secretary of State of the State of Delaware effecting such substitution; provided, however, that no such successor shall be so admitted until it has agreed in writing to assume the former Partner's obligations hereunder. This Agreement and the Certificate of Limited Partnership shall be amended as appropriate to reflect the termination of the former Partner and the admission of the successor Partner.
Successor Partners. For purposes of this Exhibit B, a transferee of a Partnership Interest shall be deemed to have been allocated the Net Income, Net Loss and other items of Partnership income, gain, loss, deduction and credit allocable to the transferred Partnership Interest that previously have been allocated to the transferor Partner pursuant to this Agreement. Exhibit C EXCHANGE RIGHTS AGREEMENT THIS EXCHANGE RIGHTS AGREEMENT (this “Agreement”), dated as of ______, 200_, is entered into by and among American Realty Capital Trust, Inc., a Maryland corporation (the “Company”), American Realty Capital Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”), and the Persons whose names are set forth on Exhibit A attached hereto (as it may be amended from time to time).
Successor Partners. For purposes of this Exhibit B, a transferee of a Partnership Interest shall be deemed to have been allocated the Net Income, Net Loss and other items of Partnership income, gain, loss, deduction and credit allocable to the transferred Partnership Interest that previously have been allocated to the transferor Partner pursuant to this Agreement. Exhibit C EXCHANGE RIGHTS AGREEMENT THIS EXCHANGE RIGHTS AGREEMENT (this “Agreement”), dated as of , 20 , is entered into by and among American Realty Capital New York Recovery REIT, Inc., a Maryland corporation (the “Company”), New York Recovery Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”), and the Persons whose names are set forth on Exhibit A attached hereto (as it may be amended from time to time).
Successor Partners. For purposes of this Exhibit A, a transferee of a Partnership Interest shall be deemed to have been allocated the Net Income, Net Loss, Net Property Gain, Net Property Loss and other items of Partnership income, gain, loss, deduction and credit allocable to the transferred Partnership Interest that previously have been allocated to the transferor Partner pursuant to this Agreement. Exhibit B Examples Regarding Exchange Factor For purposes of the following examples, it is assumed that (a) the Exchange Factor in effect on ________ is 1.0 and (b) on _______ (the “Partnership Record Date” for purposes of these examples), prior to the events described in the examples, there are 100 shares of Common Stock issued and outstanding.
Successor Partners. In the event of a Bankruptcy of a Limited Partner, the bankruptcy trustee or administrator of such Limited Partner shall succeed to its Interest. If an individual Limited Partner dies, his executor or administrator shall succeed to his Interest. If a Limited Partner that is a natural Person shall be adjudicated insane, incompetent or incapacitated, his committee, guardian or conservator shall succeed to his Interest.
Successor Partners. For purposes of this Exhibit B, a transferee of a Partnership Interest shall be deemed to have been allocated the Net Income, Net Loss, Net Property Gain, Net Property Loss and other items of Partnership income, gain, loss, deduction and credit allocable to the transferred Partnership Interest that previously have been allocated to the transferor Partner pursuant to this Agreement. EXHIBIT C Certificate of Limited Partnership Exhibit G Retail Promote Calculation 6/30/2016 Common Shares Retail Amount Outstanding Per Share Share Price Cash proceeds received $ 978,327,164 98,650,335 $ 9.917 Proposed Transaction: Shares outstanding 98,650,335 Estimated price per share $ 10.255450 Est 10.255450 Estimated Transaction Value $ 1,011,703,583 Distributions (inception to date): At 6.4% rate $ 126,713,496 At hurdle rate of 7.0% rate 138,349,297 Difference (11,635,801 ) Estimate of distributions above (below) hurdle rate Total $ (11,635,801 ) Cash and stock proceeds 1,011,703,583 Return of principal to common shareholders (978,327,164 ) Proceeds, net 33,376,419 Distributions above (below) hurdle (11,635,801 ) Total return to shareholders $ 21,740,618 Allocation of profit above hurdle: 85% to shareholders $ 18,479,526 15% to sponsor 3,261,093 $ 21,740,618 Estimated Transaction Value 1,011,703,583 Equity Raised (978,327,164 ) Net 33,376,419 Priority Allocations of RCA Operating Partnership Reverse any special allocation of depreciation to the Advisor — 2012 (826,965 ) 2013 (3,146,998 ) Class B Units (required allocation assuming $10 per unit) (4,798,020 ) Estimated Promote (3,261,093 ) 21,343,344
