36
Section 11.8Counterparts.
36
Section 11.9Severability.
36
Section 11.10Signature of Beneficial Owners.
36
ii
EXHIBIT A
REAL ESTATE
EXHIBIT B-1
FORM OF CLASS 1 BENEFICIAL OWNERSHIP CERTIFICATE
EXHIBIT B-2
FORM OF CLASS 2 BENEFICIAL OWNERSHIP CERTIFICATE
EXHIBIT C
CERTIFICATE OF TRUST OF JLLX Johns Creek, DST
EXHIBIT D
OWNERSHIP RECORDS FOR JLLX Johns Creek, DST
EXHIBIT E
AGREEMENT OF ASSIGNEE OR TRANSFEREE BENEFICIAL OWNER OF JLLX Johns Creek, DST
EXHIBIT F
FORM OF LIMITED LIABILITY COMPANY AGREEMENT OF JLLX Johns Creek Springing, LLC
EXHIBIT G
NOTICE OF EXCHANGE
EXHIBIT H
FORM OF CONVERSION NOTICE
iii
FIRST AMENDED AND RESTATED TRUST AGREEMENT
OF
[],
A DELAWARE STATUTORY TRUST
This FIRST AMENDED AND RESTATED TRUST AGREEMENT, dated as of [], 2019 (as the
same may be amended or supplemented from time to time, this "Trust Agreement"),
is made by and among JLL Exchange TRS, LLC (the "Depositor"), LaSalle Investment
Management, Inc., as manager (the "Manager") and signatory trustee (the
"Signatory Trustee"), and Delaware Trust Company ("DTC"), as co-trustee (the
"Delaware Trustee").
RECITALS
A.The Depositor and the Delaware Trustee have formed [] as a Delaware statutory
trust (the "Trust") in accordance with Chapter 38 of Title 12 of the Delaware
Code, 12 Del. C. §3801, et seq. (the "Statutory Trust Act") pursuant to the
trust agreement of the Trust by and between the Depositor and the Delaware
Trustee dated as of [], 2019 (the "Initial Trust Agreement"), and the filing of
the Certificate of Trust with the Secretary of State of the State of Delaware on
[], 2019.
B.The Depositor was a party to that certain [Purchase and Sale Agreement], dated
[], 2019 (the "Purchase Contract"), to acquire [], a Delaware limited
liability company (the "SPE"), which owned the real estate more particularly
described on Exhibit A, together with all buildings, structures, fixtures and
improvements located thereon (collectively, the "Real Estate").
C.Pursuant to the Purchase Contract, on [], 2019, the Depositor acquired the
SPE. Simultaneously, the Depositor caused the SPE to merge with and into the
Trust under Delaware law (the "Merger"), and the Trust became the owner of all
right, title, and interest in the Real Estate. In connection with the Merger,
the Trust issued one hundred percent (100%) of the Class 2 Beneficial Interests
(as hereinafter defined) in the Trust as reflected by the Class 2 Beneficial
Ownership Certificate (as hereinafter defined) issued to the Depositor.
Concurrent with the Merger, the Real Estate will be subject to certain Financing
Documents (as hereinafter defined) and the Leases (as hereinafter defined).
D.It is anticipated that certain Persons (as hereinafter defined) will acquire
Class 1 Beneficial Interests (as hereinafter defined) in the Trust as evidenced
by newly-issued Class 1 Beneficial Ownership Certificates (as hereinafter
defined) in exchange for payment of money to the Trust and become Class 1
Beneficial Owners (as hereinafter defined) in accordance with the provisions of
this Trust Agreement, which money will be distributed to the Depositor in whole
or partial redemption of the Beneficial Interest held by the