Common use of Worked Examples Clause in Contracts

Worked Examples. The figures and calculations included in this Appendix A are for illustrative purposes only and are based on a hypothetical portfolio of properties. The goal of the examples below is to help investors better understand how the Equity Value formula operates and may be impacted by different types of possible changes in the assets comprising the REIT’s portfolio or the debt relating to the Target Assets prior to Closing. Accordingly, the examples have been highly simplified, using numbers that facilitate easy math. The hypotheticals below assume that: • The Target Assets that will be acquired by the REIT in the Formation Transactions consist of five industrial centers, one of which is owned by each of the five Xxxxxxx Funds. • Each of the Target Assets in this hypothetical portfolio will be wholly owned, directly or indirectly, by the REIT at the Closing. • Each Target Asset is subject to a $25 property-level mortgage, but no fund-level Entity Specific Debt. • Each Target Asset was determined by a third-party valuator to have a relative equity value equal to 20% of the entire portfolio. In addition, the “Base Case” hypothetical below assumes that the initial Total Formation Transaction Value, or “TFTV,” for this entire portfolio of properties as of December 31, 2012 was $500. The subsequent hypothetical examples demonstrate how circumstances after December 31, 2012 but prior to the Closing, or that otherwise were not reflected in the Fairness Opinion, may impact Total Formation Transaction Value (TFTV), and how those changes affect the equity value allocable to each of the five Target Assets. The following summarizes the “Base Case” portfolio for purposes of the hypotheticals below: Target Asset Unadjusted Equity Percentage (“EP”) (determined by Xxxxxxxx & Xxxxxxx, Inc. in the Fairness Opinion) Property Holding Companies & Ownership % RIF I Industrial Center 20% Company A (100%) RIF II Industrial Center 20% Company B (100%) RIF III Industrial Center 20% Company C (100%) RIF IV Industrial Center 20% Company D (100%) RIF V Industrial Center 20% Company E (100%) Total 100%

Worked Examples. The figures and calculations included in this Appendix A are for illustrative purposes only and are based on a hypothetical portfolio of properties. The goal Neither the hypothetical Total Formation Transaction Value nor any of the examples below is to help investors better understand how other figures or calculations presented on Appendix A shall be binding on the Equity Value formula operates REIT or the Operating Partnership, and should not be considered an indication of value of the American Assets Entities. The value of the American Assets Entities will ultimately be determined by the REIT in consultation with the underwriters of the IPO based on public investor demand and may be impacted lower or higher than the hypothetical Total Formation Transaction Value shown on Appendix A. In addition, the calculations in Appendix A assume that each of Target Assets in this hypothetical portfolio of properties will be wholly owned, directly or indirectly, by different types of possible changes in the assets comprising the REIT’s portfolio or . Example - Base Case In the debt relating to the Target Assets prior to Closing. Accordinglyhypothetical examples shown below, the examples have been highly simplified, using numbers that facilitate easy math. The hypotheticals below assume that: • The Target Assets that will be acquired by the REIT in the Formation Transactions consist of five industrial four shopping centers. The Total Formation Transaction Value, one or “TFTV,” for this entire portfolio of which is owned by each of the five Xxxxxxx Funds. • Each of the Target Assets in this hypothetical portfolio properties will be wholly owned$400, directly or indirectly, by absent the REIT at impact of certain potential adjustments described in the Closingsubsequent examples. • Each Target Asset (i) is subject to a $25 property-level mortgage, but no fund-level Entity Specific Debt. • Each Target Asset (ii) was determined by a third-party valuator to have a relative equity value equal to 2025% of the entire portfolio. In additionportfolio and (iii) has two owners, the “Base Case” hypothetical below assumes that the initial Total Formation Transaction Value, or “TFTV,” for this entire portfolio each of properties as of December 31, 2012 was $500. The subsequent hypothetical examples demonstrate how circumstances after December 31, 2012 but prior to the Closing, or that otherwise were not reflected whom has a 50% interest in the Fairness Opinion, may impact Total Formation Transaction Value (TFTV), and how those changes affect the equity value allocable to each of the five Target Assetsproperty. The following summarizes the “Base Case” portfolio for purposes of the hypotheticals below: Target Asset Unadjusted Equity Percentage (“EP”) (determined by Xxxxxxxx & Xxxxxxx, Inc. in the Fairness Opinion3rd party valuator) Property Holding Companies & Ownership % RIF I Industrial Shopping Center 201 25% Company A (10050%) RIF II Industrial Center 20% Company B (10050%) RIF III Industrial Shopping Center 202 25% Company C (10050%) RIF IV Industrial Center 20% Company D (10050%) RIF V Industrial Shopping Center 203 25% Company E (10050%) Company F (50%) Shopping Center 4 25% Company G (50%) Company H (50%) Total 100%% Applying the Equity Value formula and assuming that there is no Entity Specific Debt and no increase or decrease in mortgage debt outstanding, the Equity Value of each of the four properties is as set forth below: Property Equity Value = EP x [TFTV – TPA] + AA Shopping Center 1 100 = 25% x [400 - 0] + 0 Shopping Center 2 100 = 25% x [400 - 0] + 0 Shopping Center 3 100 = 25% x [400 - 0] + 0 Shopping Center 4 100 = 25% x [400 - 0] + 0 Total Equity Value 400 Example 2 – Mortgage Payoff In this example, all of the facts described in the Base Case above are the same, except that prior to the completion of the Formation Transactions, the $25 mortgage on Shopping Center 1 is paid off such that at the time that Shopping Center 1 is acquired by the Operating Partnership it is not subject to any mortgage debt. This results in the following variation of the variable “AA” in the formula as applied to Shopping Center 1: Property Asset Adjustment (“AA”) (i.e., Base Balance - Actual Balance) Shopping Center 1 25 = 25 – 0 Shopping Center 2 0 = 25 – 25 Shopping Center 3 0 = 25 – 25 Shopping Center 4 0 = 25 – 25 Total Portfolio Adjustment (“TPA”) 25 In addition, by virtue of the reduction in the outstanding mortgage debt that will be assumed by the Operating Partnership in connection with the Formation Transactions, the Total Formation Transaction Value will have increased by the $25 value of the mortgage repayment from $400 to $425. Applying the Equity Value formula reflecting these new facts and assuming that there is no Entity Specific Debt, the Equity Value of each of the four properties is as set forth below: Property Equity Value = EP x [TFTV – TPA] + AA Shopping Center 1 125 = 25% x [425 - 25] + 25 Shopping Center 2 100 = 25% x [425 - 25] + 0 Shopping Center 3 100 = 25% x [425 - 25] + 0 Shopping Center 4 100 = 25% x [425 - 25] + 0 Total Equity Value 425

Worked Examples. The figures and calculations included in this Appendix A are for illustrative purposes only and are based on a hypothetical portfolio of properties. The goal of the examples below is to help investors better understand how the Equity Value formula operates and may be impacted by different types of possible changes in the assets comprising the REIT’s portfolio or the debt relating to the Target Assets prior to Closing. Accordingly, the examples have been highly simplified, using numbers that facilitate easy math. The hypotheticals below assume that: • The Target Assets that will be acquired by the REIT in the Formation Transactions consist of five industrial centers, one of which is owned by each of the five Xxxxxxx Funds. • Each of the Target Assets in this hypothetical portfolio will be wholly owned, directly or indirectly, by the REIT at the Closing. • Each Target Asset is subject to a $25 property-level mortgage, but no fund-level Entity Specific Debt. • Each Target Asset was determined by a third-party valuator to have a relative equity value equal to 20% of the entire portfolio. In addition, the “Base Case” hypothetical below assumes that the initial Total Formation Transaction Value, or “TFTV,” for this entire portfolio of properties as of December 31, 2012 was $500. The subsequent hypothetical examples demonstrate how circumstances after December 31, 2012 but prior to the Closing, or that otherwise were not reflected in the Fairness Opinion, may impact Total Formation Transaction Value (TFTV), and how those changes affect the equity value allocable to each of the five Target Assets. The following summarizes the “Base Case” portfolio for purposes of the hypotheticals below: Target Asset Unadjusted Equity Percentage (“EP”) (determined by Xxxxxxxx & Xxxxxxx, Inc. in the Fairness Opinion) Property Holding Companies & Ownership % RIF I Industrial Center 20% Company A (100%) RIF II Industrial Center 20% Company B (100%) RIF III Industrial Center 20% Company C (100%) RIF IV Industrial Center 20% Company D (100%) RIF V Industrial Center 20% Company E (100%) Total 100%% Table of Contents Example 1 – Base Case Applying the Equity Value formula to the “Base Case” summarized above, and assuming that (i) there is no Entity Specific Debt (see Example 3 for a discussion of Entity Specific Debt) and (ii) the mortgage debt on each of the five properties does not change between December 31 and Closing and that there are no assumption or prepayment fees associated with assuming or prepaying those mortgages at the Closing, the Equity Value of each of the five properties is as set forth below: Property Equity Value = EP x [TFTV - TPA] + AA Total Equity Value 500 “EP” = Unadjusted Equity Percentage

Worked Examples. The figures and calculations included in this Appendix A are for illustrative purposes only and are based on a hypothetical portfolio of properties. The goal of the examples below is to help investors better understand how the Equity Value formula operates and may be impacted by different types of possible changes in the assets comprising the REIT’s portfolio or the debt relating to the Target Assets prior to Closing. Accordingly, the examples have been highly simplified, using numbers that facilitate easy math. The hypotheticals below assume that: • The Target Assets that will be acquired by the REIT in the Formation Transactions consist of five industrial centers, one of which is owned by each of the five Xxxxxxx Funds. • Each of the Target Assets in this hypothetical portfolio will be wholly owned, directly or indirectly, by the REIT at the Closing. • Each Target Asset is subject to a $25 property-level mortgage, but no fund-level Entity Specific Debt. • Each Target Asset was determined by a third-party valuator to have a relative equity value equal to 20% of the entire portfolio. In addition, the “Base Case” hypothetical below assumes that the initial Total Formation Transaction Value, or “TFTV,” for this entire portfolio of properties as of December 31, 2012 was $500. The subsequent hypothetical examples demonstrate how circumstances after December 31, 2012 but prior to the Closing, or that otherwise were not reflected in the Fairness Opinion, may impact Total Formation Transaction Value (TFTV), and how those changes affect the equity value allocable to each of the five Target Assets. The following summarizes the “Base Case” portfolio for purposes of the hypotheticals below: Target Asset Unadjusted Equity Percentage (“EP”) (determined by Xxxxxxxx & Xxxxxxx, Inc. in the Fairness Opinion) Property Holding Companies & Ownership % RIF I Industrial Center 20% Company A (100%) RIF II Industrial Center 20% Company B (100%) RIF III Industrial Center 20% Company C (100%) RIF IV Industrial Center 20% Company D (100%) RIF V Industrial Center 20% Company E (100%) Total 100%% Example 1 - Base Case Applying the Equity Value formula to the “Base Case” summarized above, and assuming that (i) there is no Entity Specific Debt (see Example 3 for a discussion of Entity Specific Debt) and (ii) the mortgage debt on each of the five properties does not change between December 31 and Closing and that there are no assumption or prepayment fees associated with assuming or prepaying those mortgages at the Closing, the Equity Value of each of the five properties is as set forth below: Property Equity Value = EP x [TFTV - TPA] + AA Total Equity Value 500 “EP” = Unadjusted Equity Percentage