Common use of Units Delivered at Closing Clause in Contracts

Units Delivered at Closing. Subject to the terms and conditions of this Agreement, in exchange for the contribution of all of the Interests listed on Exhibit B as being owned by the Contributors, the Operating Partnership shall transfer to each Contributor, and upon execution and delivery of the Partnership Agreement (as defined below) by such Contributor, such Contributor shall receive, at the Closing, a number of units of limited partnership interest in the Operating Partnership (“Units”) (rounded to the nearest whole Unit) equal to (i) the applicable percentage listed opposite Contributor’s name on Exhibit B hereto times (ii) 315,217 Units, in a transaction intended to qualify for non-recognition of gain to such Contributor pursuant to Section 721 of the Internal Revenue Code of 1986, as amended (the “Code”). The rights of a holder of Units as of the Closing will be set forth in the First Amended and Restated Agreement of Limited Partnership of The GC Net Lease REIT Operating Partnership, L.P. (the “Partnership Agreement”). Each Contributor acknowledges and agrees that, with respect to the Interest in Emporia Partners owned by such Contributor as listed on Exhibit B hereto, receipt of the Units in exchange for such Interest shall constitute receipt of fair value (which aggregate value for all of the Interests has been determined by the parties to be $3,152,174, the “Agreed Value”) in exchange for such Contributor’s Interest in Emporia Partners as of the Closing Date, and the Agreed Value deemed contributed to the Operating Partnership by each Contributor, which Agreed Value will be recorded on the Operating Partnership’s books and records, shall be equal to the applicable percentage listed opposite such Contributor’s name on Exhibit B hereto times the Agreed Value.

Units Delivered at Closing. Subject to the terms and conditions of this Agreement, in exchange for the contribution of all of the Interests listed on Exhibit B A as being owned by a Contributor and for the ContributorsAssumed Liabilities attributable to such Contributor, the Operating Partnership Kite Realty shall transfer to each Contributor, and upon execution and delivery of the Partnership Agreement Limited Partner Acceptance (as defined below) by such Contributor, such Contributor shall receive, at the Closing, a number of Class A units of limited partnership interest in the Operating Partnership Kite Realty (“"Units”") (rounded to the nearest whole Unit) equal to (ix) the applicable percentage listed opposite Contributor’s name "Contributor Exchange Amount" set forth on Exhibit B hereto times divided by (iiy) 315,217 Unitsthe public offering price for common shares of beneficial interest of the REIT ("REIT Common Shares") as set forth in the REIT's final prospectus relating to the Kite IPO (the "Final Prospectus"), in a transaction intended to qualify for non-recognition nonrecognition of gain to such Contributor pursuant to Section 721 of the Internal Revenue Code of 1986, as amended (the “"Code”"). The rights of a holder holders of the Units as of the Closing will be set forth in the First Amended and Restated Agreement of Limited Partnership of The GC Net Lease REIT Operating PartnershipKite Realty Group, L.P. (the “"Partnership Agreement”"). Each Contributor acknowledges and agrees that, with respect to the Interest in Emporia Partners each Entity owned by such Contributor as listed on Exhibit B A hereto, receipt of the Units in exchange for such Interest shall constitute receipt of the fair value (which aggregate value for all of the Interests has been determined by the parties to be $3,152,174, the “Agreed Value”) in exchange for such Contributor’s Interest 's interest in Emporia Partners such Entity as of the Closing DateDate based on such Contributor's right to share in distributions from such Entity for purposes of Indiana Business Flexibility Act Section 23-18-5-5 and Section 23-18-5-5.1, as and the Agreed Value deemed contributed to the Operating Partnership by each Contributor, which Agreed Value will be recorded on the Operating Partnership’s books and records, shall be equal to the applicable percentage listed opposite such Contributor’s name on Exhibit B hereto times the Agreed Valueextent applicable.

Units Delivered at Closing. Subject to the terms and conditions of this Agreement, in exchange for the contribution of all of the Interests Interest listed on Exhibit B A as being owned by the ContributorsContributor, the Operating Partnership shall transfer to each the Contributor, and upon execution and delivery of the Partnership Agreement (as defined below) by such Contributor, such Contributor shall receive, at the Closing, a number of units of limited partnership interest in the Operating Partnership (“Units”) (rounded to the nearest whole Unit) equal to (i) the applicable percentage listed opposite Contributor’s name on Exhibit B A hereto times (ii) 315,217 870,000 Units, in a transaction intended to qualify for non-recognition of gain to such Contributor pursuant to Section 721 of the Internal Revenue Code of 1986, as amended (the “Code”). The rights of a holder of Units as of the Closing will be set forth in the First Amended and Restated Agreement of Limited Partnership of The GC Net Lease REIT Operating Partnership, L.P. (the “Partnership Agreement”). Each Contributor acknowledges and agrees that, with respect to the Interest in Emporia Partners Xxxxxx Properties owned by such Contributor as listed on Exhibit B A hereto, receipt of the Units in exchange for such Interest shall constitute receipt of fair value (which aggregate value for all of the Interests has been determined by the parties to be $3,152,1748,700,000, the “Agreed Value”) in exchange for such Contributor’s Interest in Emporia Partners Xxxxxx Properties as of the Closing Date, and the Agreed Value deemed contributed to the Operating Partnership by each the Contributor, which Agreed Value will be recorded on the Operating Partnership’s books and records, shall be equal to the applicable percentage listed opposite such Contributor’s name on Exhibit B A hereto times the Agreed Value.

Units Delivered at Closing. Subject to the terms and conditions of this Agreement, in exchange for the contribution of all of the Interests listed on Exhibit B A as being owned by the Contributors, the Operating Partnership shall transfer to each ContributorUnit Recipient, and upon execution and delivery of an acceptance of the Partnership Agreement (as defined below) by such ContributorUnit Recipient, such Contributor Unit Recipient shall receive, at the Closing, a the number of units of limited partnership interest in the Operating Partnership (“Units”) (rounded to the nearest whole Unit) equal to (i) the applicable percentage listed opposite Contributorthe Unit Recipient’s name on Exhibit B hereto times (ii) 315,217 Unitshereto, in a transaction intended to qualify for non-recognition of gain to such Contributor and such Contributor’s respective Unit Recipient pursuant to Section 721 of the Internal Revenue Code of 1986, as amended amended. In the event the Closing occurs after April 15, 2011 and on or before May 31, 2011, the Unit Recipients shall be entitled to receive additional Units as indicated on Exhibit B. For example, if a Unit Recipient is entitled to 12 additional Units per day for April and 10 additional Units per day for May and the Closing occurs on May 5, 2011, this Unit Recipient shall receive 230 additional Units [(the “Code”15 days in April x 12 Units) + (5 days in May x 10 Units)]. The rights of each Unit Recipient as a holder of Units as of the Closing will be are set forth in the First Amended and Restated Agreement of Limited Partnership of The GC Net Lease REIT Operating Partnership, L.P. (the “Partnership Agreement”), subject to the provisions of this Agreement. Each Contributor acknowledges and agrees that, with With respect to the Interest in Emporia Partners the Carlsbad Property owned by such each Contributor as listed on Exhibit B A hereto, each such Contributor and such Contributor’s respective Unit Recipient acknowledge and agree that receipt by such Contributor’s respective Unit Recipient of the Units in exchange for such Interest shall constitute receipt of fair value (which aggregate value for all of the Interests has been determined by the parties to be $3,152,174and is set forth on Exhibit B, the “Agreed Value”) in exchange for such Contributor’s Interest in Emporia Partners the Carlsbad Property as of the Closing Date, and the ratable portion of the Agreed Value Value, as listed next to each Unit Recipient’s name on Exhibit B hereto, deemed contributed to the Operating Partnership OP Sub by each Contributor, which Agreed Value Contributor will be recorded on the Operating Partnership’s books and records, shall be equal to the applicable percentage listed opposite such Contributor’s name on Exhibit B hereto times the Agreed Value.

Units Delivered at Closing. Subject to the terms and conditions of this Agreement, in exchange for the contribution of all of the Interests listed on Exhibit B A as being owned by the Contributors, the Operating Partnership shall transfer to each ContributorUnit Recipient, and upon execution and delivery of an acceptance of the Partnership Agreement (as defined below) by such ContributorUnit Recipient, such Contributor Unit Recipient shall receive, at the Closing, a the number of units of limited partnership interest in the Operating Partnership (“Units”) (rounded to the nearest whole Unit) equal to (i) the applicable percentage listed opposite Contributorthe Unit Recipient’s name on Exhibit B hereto times (ii) 315,217 Unitshereto, in a transaction intended to qualify for non-recognition of gain to such Contributor and such Contributor’s respective Unit Recipient pursuant to Section 721 of the Internal Revenue Code of 1986, as amended (the “Code”)amended. The rights of each Unit Recipient as a holder of Units as of the Closing will be are set forth in the First Amended and Restated Agreement of Limited Partnership of The GC Net Lease REIT Operating Partnership, L.P. (the “Partnership Agreement”), subject to the provisions of this Agreement. Each Contributor acknowledges and agrees that, with With respect to the Interest in Emporia Partners the World Kitchen Property owned by such each Contributor as listed on Exhibit B A hereto, each such Contributor and such Contributor’s respective Unit Recipient acknowledge and agree that receipt by such Contributor’s respective Unit Recipient of the Units in exchange for such Interest shall constitute receipt of fair value (which aggregate value for all of the Interests has been determined by the parties to be $3,152,1748,130,440, the “Agreed Value”) in exchange for such Contributor’s Interest in Emporia Partners the World Kitchen Property as of the Closing Date, and the ratable portion of the Agreed Value Value, as listed next to each Unit Recipient’s name on Exhibit B hereto, deemed contributed to the Operating Partnership OP Sub by each Contributor, which Agreed Value Contributor will be recorded on the Operating Partnership’s books and records, shall be equal to the applicable percentage listed opposite such Contributor’s name on Exhibit B hereto times the Agreed Value.

Units Delivered at Closing. Subject to the terms and conditions of this Agreement, in exchange for the contribution of all of the Interests listed on Exhibit B A as being owned by the Contributors, the Operating Partnership shall transfer to each Contributor, and upon execution and delivery of the Partnership Agreement (as defined below) by such Contributor, such Contributor shall receive, at the Closing, a number of units of limited partnership interest in the Operating Partnership (“Units”) (rounded to the nearest whole Unit) equal to (i) the applicable percentage listed opposite Contributor’s name on Exhibit B A hereto times (ii) 315,217 1,150,000 Units, in a transaction intended to qualify for non-recognition of gain to such Contributor pursuant to Section 721 of the Internal Revenue Code of 1986, as amended (the “Code”). The rights of a holder of Units as of the Closing will be set forth in the First Amended and Restated Agreement of Limited Partnership of The GC Net Lease REIT Operating Partnership, L.P. (the “Partnership Agreement”). Each Contributor acknowledges and agrees that, with respect to the Interest in Emporia Plainfield Partners owned by such Contributor as listed on Exhibit B A hereto, receipt of the Units in exchange for such Interest shall constitute receipt of fair value (which aggregate value for all of the Interests has been determined by the parties to be $3,152,17411,500,000, the “Agreed Value”) in exchange for such Contributor’s Interest in Emporia Plainfield Partners as of the Closing Date, and the Agreed Value deemed contributed to the Operating Partnership by each Contributor, which Agreed Value will be recorded on the Operating Partnership’s books and records, shall be equal to the applicable percentage listed opposite such Contributor’s name on Exhibit B A hereto times the Agreed Value.