First Amendment to Contribution Agreement (common stock)



 Exhibit 10.16 

FIRST AMENDMENT TO CONTRIBUTION AGREEMENT 

(Common Stock) 

THIS FIRST AMENDMENT TO CONTRIBUTION AGREEMENT (the “Amendment”) is made and entered into as of April 21, 2010 by
and among Excel Trust, Inc., a Maryland corporation (the “Company”), Gary B. Sabin (“Contributor”) and the entity or entities set forth on the signature page hereto (each a “Contributor Entity,” and
for purposes of this Amendment the term “Contributor” shall include Mr. Sabin and the Contributor Entity, to the extent of Mr. Sabin’s equity interest therein). Capitalized terms used herein, but not otherwise defined, shall
have the meaning set forth in the Contribution Agreement (as defined below). 
 RECITALS 

Contributor and the Company entered into that certain Contribution Agreement dated as of December 24, 2009 (the
“Contribution Agreement”) with respect to the contribution of the properties referred to as Five Forks Place, Newport Towne Center and Red Rock Commons by Contributor to the Company in exchange for cash and/or shares of the
Company’s common stock, $0.01 par value per share (the “Common Stock”), and deem it to be in their respective best interests to amend the Contribution Agreement as provided below. 

NOW, THEREFORE, for and in consideration of the foregoing premises, and the mutual undertakings set forth below, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 

TERMS OF AGREEMENT 

Section 1. Exhibit A. Contributor and the Company agree that Exhibit A to the Contribution Agreement shall be amended and
restated as follows: 
 CONTRIBUTOR’S PARTICIPATING ENTITY INTERESTS 

 

					
	 Participating Entity
	  	 Properties to be Contributed by
the Participating
Entity
	  	 Participating Entity Consideration

(Specify Amount of Common Stock or Cash)

	 Five Forks GS, LLC
	  	Five Forks Place	  	167,962 Shares of Common Stock
	 Excel Realty Holdings, LLC
	  	Newport Towne Center (1)	  	16,349 Shares of Common Stock
	 Red Boulder, LLC
	  	Red Rock Commons	  	132,643 Shares of Common Stock
	 Total Contributor Consideration
	  	316,954 Shares of Common Stock


 

	(1)	This contribution shall be effected by means of a Direct Contribution of the Property or a Division of the Participating Entity to facilitate the contribution, but
shall not be a contribution of all of the Participating Entity Interests in the Participating Entity. 


Section 2. Full Force and Effect. Except as amended hereby, the terms and provisions of the Contribution Agreement remain
unchanged, are and shall remain in full force and effect unless and until modified or amended in writing in accordance with their terms, and are hereby ratified and confirmed. 







 Section 3. Miscellaneous. This Amendment shall be governed and construed on the
same basis as the Contribution Agreement, as set forth therein. This Amendment may be executed in one or more counterparts and by facsimile, each of which shall be deemed an original, but all of which together shall constitute one and the same
instrument. 
 [SIGNATURE PAGE FOLLOWS] 







 IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written
above. 
  

			
	“COMPANY”
	
	 Excel Trust, Inc.,

a Maryland corporation

		
	By:	 	/s/ Spencer G. Plumb
	Name:	 	Spencer G. Plumb
	Title:	 	President and Chief Operating Officer


  

			
	“CONTRIBUTOR”
	
	/s/ Gary B. Sabin
	Gary B. Sabin
	
	Gary B. Sabin Family Trust dated May 20, 1982
	
	/s/ Gary B. Sabin
	Gary B. Sabin, Trustee


  

			
	 Excel Realty Holdings, LLC

a California limited liability company

	
	     By: Gary B. Sabin Family Trust dated

           May 20, 1982, sole member

		
	By:	 	/s/ Gary B. Sabin
	Name:	 	Gary B. Sabin, Trustee