Common use of The Contributions Clause in Contracts

The Contributions. (a) Subject to the terms and conditions hereinafter set forth, and on the basis of, in reliance upon and in consideration for the representations, warranties, covenants, agreements and closing conditions set forth herein, the applicable Parties shall take the actions described in this Section 2.1(a) or cause such actions to take place: (i) TRUST’s Contribution to INC. TRUST shall contribute to INC as a capital contribution $11,520,000 in cash, and in exchange INC shall issue to TRUST 1,000,000 shares of Class B-1 Common Stock (“TRUST’s Contribution to INC”). (ii) INC’s Contribution to LLC. Immediately following TRUST’s Contribution to INC, INC shall contribute $11,520,000 in cash as a capital contribution to LLC, and in exchange LLC shall issue to INC 1,000,000 LLC Class B Units (“INC’s Contribution to LLC”). (iii) REIT’s Contribution to INC. Immediately following INC’s Contribution to LLC, REIT shall contribute $36,480,531 to INC as a capital contribution (“REIT’s Contribution”), which capital contribution shall be comprised of a number of newly-issued REIT Common Shares contributed at a price per REIT Common Share of $23.41 and, to the extent that amount of such REIT Common Shares would exceed one percent (1%) of the outstanding REIT Common Shares prior to such issuance or is otherwise limited to comply with the rules of the stock exchange on which the REIT Common Shares are listed, cash. In exchange for REIT’s Contribution, INC shall issue to REIT 3,166,891 shares of Class A Common Stock (“Subject Class A Shares”). The REIT Common Shares contributed to INC under this Section 2.1(a)(iii) are referred to herein as the “Subject REIT Shares” and the transactions provided for in this Section 2.1(a)(iii) are referred to herein as “REIT’s Contribution to INC”. (iv) INC’s Purchase of LLC Class A Units. Immediately following REIT’s Contribution to INC, INC shall purchase from TRUST, and TRUST shall sell to INC, 3,166,891 LLC Class A Units owned by TRUST free and clear from all Encumbrances for $36,480,531 to be paid by: (1) the transfer by INC to TRUST of the Subject REIT Shares and any cash received in REIT’s Contribution to INC and (2) the issuance by INC to TRUST of 3,166,891 shares of Class B-2 Common Stock (“INC’s Purchase of LLC Class A Units”). For United States federal (and conforming state) income Tax purposes, the Parties agree that the consideration described in Section 2.1(a)(iv)(1) has a fair market value of $36,480,531, and shall perform such income Tax reporting accordingly, except as required by Law. (b) Following the Closing and the Other REIT Transactions Closings, the capital structure and ownership of LLC shall be as set forth in Schedule I attached hereto and the capital structure and ownership of INC shall be as set forth in Schedule II attached hereto. For the avoidance of doubt, the contributions contemplated by Section 2.1(a)(i) and Section 2.1(a)(ii) are the exact same contributions contemplated by the comparable sections of the Other REIT Transaction Agreements.

The Contributions. (a) Subject to the terms and conditions hereinafter set forth, and on the basis of, in reliance upon and in consideration for the representations, warranties, covenants, agreements and closing conditions set forth herein, the applicable Parties shall take the actions described in this Section 2.1(a) or cause such actions to take place: (i) TRUST’s Contribution to INC. TRUST shall contribute to INC as a capital contribution $11,520,000 in cash, and in exchange INC shall issue to TRUST 1,000,000 shares of Class B-1 Common Stock (“TRUST’s Contribution to INC”). (ii) INC’s Contribution to LLC. Immediately following TRUST’s Contribution to INC, INC shall contribute $11,520,000 in cash as a capital contribution to LLC, and in exchange LLC shall issue to INC 1,000,000 LLC Class B Units (“INC’s Contribution to LLC”). (iii) REIT’s Contribution to INC. Immediately following INC’s Contribution to LLC, REIT shall contribute $36,480,531 60,739,080 to INC as a capital contribution (“REIT’s Contribution”), which capital contribution shall be comprised of a number of newly-issued REIT Common Shares contributed at a price per REIT Common Share of $23.41 19.95 and, to the extent that amount of such REIT Common Shares would exceed one percent (1%) of the outstanding REIT Common Shares prior to such issuance or is otherwise limited to comply with the rules of the stock exchange on which the REIT Common Shares are listed, cash. In exchange for REIT’s Contribution, INC shall issue to REIT 3,166,891 5,272,787 shares of Class A Common Stock (“Subject Class A Shares”). The REIT Common Shares contributed to INC under this Section 2.1(a)(iii) are referred to herein as the “Subject REIT Shares” and the transactions provided for in this Section 2.1(a)(iii) are referred to herein as “REIT’s Contribution to INC”. (iv) INC’s Purchase of LLC Class A Units. Immediately following REIT’s Contribution to INC, INC shall purchase from TRUST, and TRUST shall sell to INC, 3,166,891 5,272,787 LLC Class A Units owned by TRUST free and clear from all Encumbrances for $36,480,531 60,739,080 to be paid by: (1) the transfer by INC to TRUST of the Subject REIT Shares and any cash received in REIT’s Contribution to INC and (2) the issuance by INC to TRUST of 3,166,891 5,272,787 shares of Class B-2 Common Stock (“INC’s Purchase of LLC Class A Units”). For United States federal (and conforming state) income Tax purposes, the Parties agree that the consideration described in Section 2.1(a)(iv)(1) has a fair market value of $36,480,53160,739,080, and shall perform such income Tax reporting accordingly, except as required by Law. (b) Following the Closing and the Other REIT Transactions Closings, the capital structure and ownership of LLC shall be as set forth in Schedule I attached hereto and the capital structure and ownership of INC shall be as set forth in Schedule II attached hereto. For the avoidance of doubt, the contributions contemplated by Section 2.1(a)(i) and Section 2.1(a)(ii) are the exact same contributions contemplated by the comparable sections of the Other REIT Transaction Agreements.

The Contributions. (a) Subject to the terms and conditions hereinafter set forth, and on the basis of, in reliance upon and in consideration for the representations, warranties, covenants, agreements and closing conditions set forth herein, the applicable Parties shall take the actions described in this Section 2.1(a) or cause such actions to take place: (i) TRUST’s Contribution to INC. TRUST shall contribute to INC as a capital contribution $11,520,000 in cash, and in exchange INC shall issue to TRUST 1,000,000 shares of Class B-1 Common Stock (“TRUST’s Contribution to INC”). (ii) INC’s Contribution to LLC. Immediately following TRUST’s Contribution to INC, INC shall contribute $11,520,000 in cash as a capital contribution to LLC, and in exchange LLC shall issue to INC 1,000,000 LLC Class B Units (“INC’s Contribution to LLC”). (iii) REIT’s Contribution to INC. Immediately following INC’s Contribution to LLC, REIT shall contribute $36,480,531 17,753,637 to INC as a capital contribution (“REIT’s Contribution”), which capital contribution shall be comprised of a number of newly-issued REIT Common Shares contributed at a price per REIT Common Share of $23.41 19.77 and, to the extent that amount of such REIT Common Shares would exceed one percent (1%) of the outstanding REIT Common Shares prior to such issuance or is otherwise limited to comply with the rules of the stock exchange on which the REIT Common Shares are listed, cash. In exchange for REIT’s Contribution, INC shall issue to REIT 3,166,891 1,541,201 shares of Class A Common Stock (“Subject Class A Shares”). The REIT Common Shares contributed to INC under this Section 2.1(a)(iii) are referred to herein as the “Subject REIT Shares” and the transactions provided for in this Section 2.1(a)(iii) are referred to herein as “REIT’s Contribution to INC”. (iv) INC’s Purchase of LLC Class A Units. Immediately following REIT’s Contribution to INC, INC shall purchase from TRUST, and TRUST shall sell to INC, 3,166,891 1,541,201 LLC Class A Units owned by TRUST free and clear from all Encumbrances for $36,480,531 17,753,637 to be paid by: (1) the transfer by INC to TRUST of the Subject REIT Shares and any cash received in REIT’s Contribution to INC and (2) the issuance by INC to TRUST of 3,166,891 1,541,201 shares of Class B-2 Common Stock (“INC’s Purchase of LLC Class A Units”). For United States federal (and conforming state) income Tax purposes, the Parties agree that the consideration described in Section 2.1(a)(iv)(1) has a fair market value of $36,480,53117,753,637, and shall perform such income Tax reporting accordingly, except as required by Law. (b) Following the Closing and the Other REIT Transactions Closings, the capital structure and ownership of LLC shall be as set forth in Schedule I attached hereto and the capital structure and ownership of INC shall be as set forth in Schedule II attached hereto. For the avoidance of doubt, the contributions contemplated by Section 2.1(a)(i) and Section 2.1(a)(ii) are the exact same contributions contemplated by the comparable sections of the Other REIT Transaction Agreements.

The Contributions. (a) Subject to the terms and conditions hereinafter set forth, and on the basis of, in reliance upon and in consideration for the representations, warranties, covenants, agreements and closing conditions set forth herein, the applicable Parties shall take the actions described in this Section 2.1(a) or cause such actions to take place: (i) TRUST’s Contribution to INC. TRUST shall contribute to INC as a capital contribution $11,520,000 in cash, and in exchange INC shall issue to TRUST 1,000,000 shares of Class B-1 Common Stock (“TRUST’s Contribution to INC”). (ii) INC’s Contribution to LLC. Immediately following TRUST’s Contribution to INC, INC shall contribute $11,520,000 in cash as a capital contribution to LLC, and in exchange LLC shall issue to INC 1,000,000 LLC Class B Units (“INC’s Contribution to LLC”). (iii) REIT’s Contribution to INC. Immediately following INC’s Contribution to LLC, REIT shall contribute $36,480,531 57,817,012 to INC as a capital contribution (“REIT’s Contribution”), which capital contribution shall be comprised of a number of newly-issued REIT Common Shares contributed at a price per REIT Common Share of $23.41 30.33 and, to the extent that amount of such REIT Common Shares would exceed one percent (1%) of the outstanding REIT Common Shares prior to such issuance or is otherwise limited to comply with the rules of the stock exchange on which the REIT Common Shares are listed, cash. In exchange for REIT’s Contribution, INC shall issue to REIT 3,166,891 5,019,121 shares of Class A Common Stock (“Subject Class A Shares”). The REIT Common Shares contributed to INC under this Section 2.1(a)(iii) are referred to herein as the “Subject REIT Shares” and the transactions provided for in this Section 2.1(a)(iii) are referred to herein as “REIT’s Contribution to INC”. (iv) INC’s Purchase of LLC Class A Units. Immediately following REIT’s Contribution to INC, INC shall purchase from TRUST, and TRUST shall sell to INC, 3,166,891 5,019,121 LLC Class A Units owned by TRUST free and clear from all Encumbrances for $36,480,531 57,817,012 to be paid by: (1) the transfer by INC to TRUST of the Subject REIT Shares and any cash received in REIT’s Contribution to INC and (2) the issuance by INC to TRUST of 3,166,891 5,019,121 shares of Class B-2 Common Stock (“INC’s Purchase of LLC Class A Units”). For United States federal (and conforming state) income Tax purposes, the Parties agree that the consideration described in Section 2.1(a)(iv)(1) has a fair market value of $36,480,53157,817,012, and shall perform such income Tax reporting accordingly, except as required by Law. (b) Following the Closing and the Other REIT Transactions Closings, the capital structure and ownership of LLC shall be as set forth in Schedule I attached hereto and the capital structure and ownership of INC shall be as set forth in Schedule II attached hereto. For the avoidance of doubt, the contributions contemplated by Section 2.1(a)(i) and Section 2.1(a)(ii) are the exact same contributions contemplated by the comparable sections of the Other REIT Transaction Agreements.