CONTRIBUTION AGREEMENT
THIS
CONTRIBUTION AGREEMENT (this “ Agreement
”) is effective as of this ___ day of November, 2007, by
and between [Contributing Entity], a _____________________
(“ Contributor
”), and The Lexington Master Limited Partnership, a
Delaware limited partnership (“ MLP
”).
WITNESSETH :
WHEREAS,
Contributor is the owner of [description of
interests];
WHEREAS,
Contributor desires to contribute all of its right, title and
interest in and to [description of interests] (such right,
title and interest being hereinafter referred to as the
“ Interests
”) to the MLP in exchange for units of limited
partnership interests in the MLP (the “ Contribution
”) all in accordance with the provisions of that certain
Second Amended and Restated Agreement of Limited Partnership
of MLP, dated December 31, 2006 (the “ Partnership
Agreement ”);
WHEREAS,
immediately after the Contribution, the MLP will own the
Interests; and
NOW,
THEREFORE, in consideration of the premises and the
representations, warranties and agreements hereinafter
contained, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as
follows:
1.
Capitalized
Terms . Capitalized terms used herein and not
otherwise defined shall have the respective meanings ascribed
thereto in the Partnership Agreement.
2.
Contribution
. On and effective as of the date hereof, subject to the
terms and conditions of this Agreement, Contributor hereby
contributes, and the MLP hereby accepts, the Interests free and
clear of all liens, claims, charges and encumbrances of any kind or
nature whatsoever, other than the terms, covenants and provisions
of this Agreement.
3.
Consideration . As consideration for the
Contribution, the MLP hereby issues in accordance with Section
4.2.B(2) of the Partnership Agreement [__] units of limited
partnership interests in the MLP to Contributor, which units are
issued based on an Agreed Value of $________ and an average Daily
Market Price of the REIT Shares for the twenty (20) Business Days
preceding the date hereof of $____.
4.
Representations and
Warranties of Contributor .
(a)
Organization and Authority . Contributor is
duly organized, validly existing and in good standing under the
laws of its jurisdiction and has
all
requisite partnership power and authority to execute, deliver and
perform this Agreement and to consummate the transaction
contemplated hereby. Contributor has duly taken all
action necessary to authorize the execution, delivery and
performance of this Agreement.
(b)
No Conflict . Neither the execution of this
Agreement nor the consummation by Contributor of the transaction
contemplated hereby will contravene the certificate of limited
partnership or the partnership agreement of Contributor or will
constitute a violation of or a default under, or conflict with or
require a consent under, any contract, commitment, agreement,
understanding, arrangement, restriction, law, statute, rule,
regulation, judgment, order, injunction, suit, action or proceeding
of any kind to which Contributor is a party or by which Contributor
or any of its assets is bound.
(c)
Valid Agreement .&
