Common use of Conversion into Class A Units Clause in Contracts

Conversion into Class A Units. The Series C Units shall automatically convert (the “Conversion”) into Class A Units on a one-to-one basis upon SST VI disclosing an estimated net asset value per share (“NAV”) equal to at least $10.00 per share (the “Initial NAV Hurdle”) for each of the Class P, Class A, Class T, Class W, Class Y and Class Z shares calculated net of the value of Series C Units to be converted for those Series C Units issued at or below the Initial NAV Hurdle; provided, the Initial NAV Hurdle shall be increased to the new NAV (the “New NAV Hurdle”) for those Series C Units, if any, issued at an offering price in excess of $10 per share in the event that the NAV and resulting offering price is increased in the future as a result of calculating and reporting the NAV. For the avoidance of doubt, some or all of the Series C Units issued pursuant to the Initial NAV Hurdle may convert at the time of disclosing that the Initial NAV Hurdle has been met. In the event of an Extraordinary Transaction prior to the Conversion, the Series C Units shall automatically convert into Class A Units on a one-to-one basis immediately prior to the closing of the Extraordinary Transaction if the Transaction Amount exceeds the Initial NAV Hurdle for each of the Class A REIT Shares, Class P REIT Shares, Class T REIT Shares, Class W REIT Shares, Class Y REIT Shares and Class Z REIT Shares for those Series C Units issued at or below the Initial NAV Hurdle calculated net of the value of the Series C Units to be converted; provided, the Transaction Amount exceeds the New NAV Hurdle for each of the Class A REIT Shares, Class P REIT Shares, Class T REIT Shares, Class W REIT Shares, Class Y REIT Shares and Class Z REIT Shares for those Series C Units issued at an offering price in excess of $10 per share in the event that the NAV and resulting offering price is increased in the future as a result of calculating and reporting the NAV. The General Partner agrees to conduct a NAV in accordance with the requirements set forth in FINRA 15-02 (i.e., the first NAV must be conducted within 150 days following the second anniversary of commencement of the public offering and annually thereafter) and the Investment Program Association Practice Guideline 2013-01, Valuations of Publicly Registered Non-Listed REITs issued in April 2013.