Common use of Agreement Not to Offer or Sell Additional Securities Clause in Contracts

Agreement Not to Offer or Sell Additional Securities. During the period of 45 days following the date of the Prospectus, the Company will not, without the prior written consent of KCM (which consent may be withheld at the sole discretion of KCM), directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-l(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any Common Shares, options or warrants to acquire Common Shares or securities exchangeable or exercisable for or convertible into Common Shares (other than as contemplated by this Agreement with respect to the Shares); provided, however, that the Company may (i) grant Common Share awards or grant options to purchase Common Shares and issue Common Shares upon the exercise of options, in both cases, pursuant to the Equity Compensation Plan described in the Registration Statement, the General Disclosure Package and the Prospectus, provided, that all of the holders of such Common Share awards, options, or Common Shares issued upon the exercise of such options, agree not to sell, offer, dispose of or otherwise transfer any such options or Common Shares during such 45 day period without the prior written consent of KCM (which consent may be withheld at the sole discretion of KCM), (ii) issue Units in connection with the Company’s or a Subsidiary’s acquisition of properties or interests in the owners of properties, (iii) file a resale registration statement under the Securities Act with respect to Common Shares issuable upon exercise of outstanding Units, (iv) file a registration statement on Form S-8 under the Securities Act with respect to the registration of Common Shares to be issued under the Equity Compensation Plan described in the Registration Statement, the General Disclosure Package and the Prospectus, and (v) file and have declared effective by the Commission a shelf registration statement with respect to the primary offering of Common Shares and other securities of the Company or the Operating Partnership; provided that no securities may be issued pursuant to such shelf registration statement during the 45 day period following the date of the Prospectus.

Agreement Not to Offer or Sell Additional Securities. During the period of 45 days commencing on the date hereof and ending on the 90th day following the date of the Prospectus, the Company will not, without the prior written consent of KCM BAS, Piper and JPMorgan (which consent may be withheld at the sole discretion of KCMBAS, Piper and JPMorgan), directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-l(h16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any shares of Common SharesStock, options or warrants to acquire shares of the Common Shares Stock or securities exchangeable or exercisable for or convertible into shares of Common Shares Stock or publicly announce the intention to do any of the foregoing (other than as contemplated by this Agreement with respect to the Common Shares); provided, however, that the Company may (ia) grant issue shares of its Common Share awards or grant options to purchase Common Shares and issue Common Shares Stock upon the exercise of optionsoptions or warrants, in both cases, granted pursuant to the Equity Compensation Plan any warrant, stock option, stock bonus or other stock plan or arrangement described or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, provided(b) issue options to purchase its Common Stock pursuant to any stock option, that all stock bonus or other stock plan or arrangement described or incorporated by reference in the Disclosure Package and the Prospectus, but only if such options are not exercisable by their terms during the period commencing on the date hereof and ending on the 90th day following the date of the holders of Prospectus, as such Common Share awards, optionsperiod may be extended pursuant to this Section 3(A)(n), or Common Shares issued upon the exercise of such options, agree not to sell, offer, dispose of or otherwise transfer any such options or Common Shares during such 45 day period without the prior written consent of KCM (which consent may be withheld at the sole discretion of KCM), (ii) issue Units in connection with the Company’s or a Subsidiary’s acquisition of properties or interests in the owners of properties, (iii) file a resale registration statement under the Securities Act with respect to Common Shares issuable upon exercise of outstanding Units, (ivc) file a registration statement on Form S-8 under the Securities Act with respect to the registration shares of Common Shares to be issued under the Equity Compensation Plan described in the Registration Statement, the General Disclosure Package and the Prospectus, and (v) file and have declared effective by the Commission a shelf registration statement with respect Stock subject to the primary offering of Common Shares and other securities of the Company stock options issued or the Operating Partnership; provided that no securities may to be issued pursuant to such shelf registration statement any stock option, stock bonus or other stock plan or arrangement described in the Prospectus. Notwithstanding the foregoing, if (x) during the 45 last 17 days of the 90-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or (y) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period following beginning on the date last day of the Prospectus90-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Agreement Not to Offer or Sell Additional Securities. During the period of 45 days commencing on and including the date hereof and continuing through and including the 90th day following the date of the ProspectusProspectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of KCM RBC and Cantor (which consent may be withheld at the in its sole discretion of KCMdiscretion), directly or indirectly, : (i) sell, offer, contract or grant any option offer to sell, pledgecontract to sell or lend any Common Stock, transfer or options, rights or warrants to acquire Common Stock or securities exchangeable or exercisable for or convertible into Common Stock (such options, rights, warrants and exchangeable or convertible securities, the “Related Securities”); (ii) effect any short sale, or establish an open or increase any “put equivalent position” within the meaning of (as defined in Rule 16a-l(h16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position “ (as defined in Rule 16a-1(b) under the Exchange Act) of any Common Stock or Related Securities; (iii) pledge, hypothecate or otherwise grant any security interest in; (iv) in any other way transfer or dispose of any Common Stock or transferRelated Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Common Stock or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of, of any Common Stock or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of, of any Common Shares, options Stock or warrants to acquire Common Shares or securities exchangeable or exercisable for or convertible into Common Shares Related Securities (other than (A) as contemplated by this Agreement with respect to the SharesOffered Securities, (B) with respect to the Registration Statement on Form S-3 (No. 333-223731) previously filed with the Commission or (C) with respect to a registration statement on Form S-8 or amendment to an effective registration statement on Form S-8 previously filed with the Commission); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (iA) grant effect the transactions contemplated hereby and (B) issue Common Share awards Stock or grant options to purchase Common Shares and Stock or issue Common Shares Securities upon the exercise of options, in both cases, pursuant to the Equity Compensation Plan any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the ProspectusProspectus or as such stock plans or arrangements may be amended with the approval of the stockholders of the Company, provided, that all of but only if the holders of such Common Share awards, options, Stock or Common Shares issued upon options agree in writing with the exercise of such options, agree Underwriters not to sell, offer, dispose of or otherwise transfer any such Common Stock or options or Common Shares during such 45 day period Lock-up Period without the prior written consent of KCM RBC and Cantor (which consent may be withheld at the in its sole discretion of KCMdiscretion), (ii) issue Units in connection with the Company’s or a Subsidiary’s acquisition of properties or interests in the owners of properties, (iii) file a resale registration statement under the Securities Act with respect to Common Shares issuable upon exercise of outstanding Units, (iv) file a registration statement on Form S-8 under the Securities Act with respect to the registration of Common Shares to be issued under the Equity Compensation Plan described in the Registration Statement, the General Disclosure Package and the Prospectus, and (v) file and have declared effective by the Commission a shelf registration statement with respect to the primary offering of Common Shares and other securities of the Company or the Operating Partnership; provided that no securities may be issued pursuant to such shelf registration statement during the 45 day period following the date of the Prospectus.

Agreement Not to Offer or Sell Additional Securities. During the period of 45 days commencing on and including the date hereof and ending on and including the 90th day following the effective date of the ProspectusRegistration Statement (as the same may be extended as described below, the “Lock-up Period”), the Company will not, without the prior written consent of KCM the Placement Agent (which consent may be withheld at the Placement Agent’s sole discretion of KCMdiscretion), directly or indirectly, sellsell (including, without limitation, any short sale), offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-l(h16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act Act, except for a registration statement on Form S-8 relating to the Company’s employee benefit plans, in respect of, any shares of Common SharesStock, options options, rights or warrants to acquire shares of Common Shares Stock or securities exchangeable or exercisable for or convertible into shares of Common Shares Stock (other than as contemplated by this Agreement with respect to the Shares); providedUnits) or publicly announce the intention to do any of the foregoing, howeverother than (i) the issuance of restricted Common Stock, restricted stock units or options to acquire Common Stock pursuant to the Company’s employee benefit plans, qualified stock option plans or other equity incentive plans as such plans are in existence on the date hereof and, described in the Disclosure Package, (ii) issuances of Common Stock upon the exercise or settlement of options or warrants disclosed as outstanding in the Prospectus and (iii) issuances of securities in connection with the acquisition of, or investment in, technologies, solutions or other businesses, provided that the aggregate number of shares of Common Stock that the Company may (i) grant Common Share awards issue or grant options agree to purchase Common Shares and issue Common Shares upon the exercise of options, in both cases, pursuant to this clause (iii) shall not exceed 5.0% of the Equity Compensation Plan described in total number of shares of Common Stock issued and outstanding immediately following the Registration Statementcompletion of the transaction contemplated by this Agreement, the General Disclosure Package and the Prospectusprovided, providedfurther, that all such recipients of the holders of such Common Share awards, options, or Common Shares issued upon the exercise of such options, agree not to sell, offer, dispose of or otherwise transfer any such options or Common Shares during such 45 day period without the prior written consent of KCM (which consent may be withheld at the sole discretion of KCM), (ii) issue Units in connection with the Company’s or a Subsidiary’s acquisition of properties or interests in the owners of properties, (iii) file a resale registration statement under the Securities Act with respect to Common Shares issuable upon exercise of outstanding Units, (iv) file a registration statement on Form S-8 under the Securities Act with respect to the registration shares of Common Shares Stock shall execute and deliver to be issued under the Equity Compensation Plan described in the Registration Statementyou, the General Disclosure Package and the Prospectus, and (v) file and have declared effective by the Commission a shelf registration statement with respect to the primary offering of Common Shares and other securities of the Company on or the Operating Partnership; provided that no securities may be issued pursuant prior to such shelf registration statement during the 45 day period following the date of the Prospectusissuance, a lock-up agreement consistent with this Section 3(o).

Agreement Not to Offer or Sell Additional Securities. During the period of 45 days following the date of the Prospectus, the The Company will not, without the prior written consent of KCM Lazard Capital Markets LLC (which consent may be withheld at in its sole discretion) on behalf of the sole discretion of KCM)Underwriters, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, sellany Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares or (ii) enter into any swap or other arrangement that transfers to another, offerin whole or in part, contract any of the economic consequences of ownership of the Common Shares, whether any such transaction described in clause (i) or grant any option (ii) above is to sellbe settled by delivery of Common Shares or such other securities, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-l(h) under the Exchange Act, in cash or otherwise dispose by the Company or any affiliate of the Company or transfer, any person in privity with the Company or announce any affiliate of the offering of, Company or (iii) file any registration statement under with the Securities Act in respect of, any Common Shares, options or warrants to acquire Common Shares or securities exchangeable or exercisable for or convertible into Common Shares Commission (other than as contemplated by this Agreement with respect to the Shares); provided, however, that the Company may (i) grant Common Share awards or grant options to purchase Common Shares and issue Common Shares upon the exercise of options, in both cases, pursuant to the Equity Compensation Plan described in the Registration Statement, the General Disclosure Package and the Prospectus, provided, that all of the holders of such Common Share awards, options, or Common Shares issued upon the exercise of such options, agree not to sell, offer, dispose of or otherwise transfer any such options or Common Shares during such 45 day period without the prior written consent of KCM (which consent may be withheld at the sole discretion of KCM), (ii) issue Units in connection with the Company’s or a Subsidiary’s acquisition of properties or interests in the owners of properties, (iii) file a resale registration statement under the Securities Act with respect to Common Shares issuable upon exercise of outstanding Units, (iv) file a registration statement on Form S-8 under the Securities Act with respect S-8) relating to the registration offering of any Common Shares to be issued under the Equity Compensation Plan described or any securities convertible into or exercisable or exchangeable for Common Shares. The restrictions contained in the Registration Statement, preceding paragraph shall terminate on (and including) the General Disclosure Package and the Prospectus, and (v) file and have declared effective by the Commission a shelf registration statement with respect to the primary offering of Common Shares and other securities of the Company or the Operating Partnership; provided that no securities may be issued pursuant to such shelf registration statement during the 45 90th day period following after the date of the Prospectus (the “Lock-Up Period”), and not apply to (x) the Shares to be sold hereunder, (y) the issuance of Common Shares or securities convertible into Common Shares pursuant to any director or employee stock option plan, stock ownership plan or dividend reinvestment plan of the Company in effect at the date of the Pricing Prospectus and described in the Pricing Prospectus so long as none of those shares may be transferred and the Company shall enter stop transfer instructions with its transfer agent and registrar against the transfer of any such Common Shares, and (z) the Company may issue Common Shares issuable upon the conversion of securities or the exercise of warrants outstanding at the date of the Pricing Prospectus and described in the Pricing Prospectus. Notwithstanding the foregoing, if (A) during the period that begins on the date that is fifteen (15) calendar days plus three (3) business days before the last day of the Lock-Up Period and ends on the last day of the Lock-Up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs, or (B) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the sixteen (16) day period beginning on the last day of the Lock-Up Period, then the restrictions imposed by this agreement shall continue to apply until the expiration of the date that is fifteen (15) calendar days plus three (3) business days after the date on which the issuance of the earnings release or the material news or material event occurs. The Company shall promptly notify Lazard Capital Markets LLC of any earnings release, news or event that may give rise to an extension of the initial 90 day restricted period.

Agreement Not to Offer or Sell Additional Securities. During the period of 45 days commencing on the date hereof and ending on the 180th day following the date of the Prospectus, the Company will not, without the prior written consent of KCM the Underwriter (which consent may be withheld at the sole discretion of KCMthe Underwriter), directly or indirectly, sell, offeroffer to sell, contract or grant any option to sell, pledge, hypothecate, grant any option to purchase, transfer or otherwise dispose of, grant any rights with respect to, or file a registration statement with the Commission in respect of, or establish an open “or increase a put equivalent position” position or liquidate or decrease a call equivalent position within the meaning of Rule 16a-l(h) under Section 16 of the Exchange Act, or otherwise dispose be the subject of any hedging, short sale, derivative or transferother transaction that is designed to, or announce the offering ofreasonably expected to lead to, or file any registration statement under result in, the Securities Act in respect effective economic disposition of, any shares of Common SharesStock, options or warrants to acquire shares of the Common Shares Stock or securities exchangeable or exercisable for or convertible into shares of Common Shares Stock, or publicly announce an intention to do any of the foregoing (other than as contemplated by this Agreement with respect to the SharesCommon Shares and the Underwriter's Warrant (as defined)); provided, however, that the Company may (i) grant issue shares of its Common Share Stock or options or other awards or grant options to purchase its Common Shares and issue Stock, or Common Shares Stock upon the exercise of options, in both casesoptions or warrants, pursuant to the Equity Compensation Plan any stock option, stock bonus or other incentive plan or arrangement described in the Registration Statement, the General Disclosure Package and the Prospectus, provided, that all of but only if the holders of such Common Share shares, options warrants, awards, options, or Common Shares shares issued upon the exercise of such optionsoptions or warrants, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares, options or Common Shares warrants during such 45 180 day period without the prior written consent of KCM the Underwriter (which consent may be withheld at the sole discretion of KCMthe Underwriter). Notwithstanding the foregoing, if (iia) issue Units in connection with during the Company’s period that begins on the date that is 15 calendar days plus three business days before the last day of the 180-day restricted period and ends on the last day of the 180-day restricted period, the Company issues an earnings release or material news or a Subsidiary’s acquisition of properties or interests in the owners of properties, (iii) file a resale registration statement under the Securities Act with respect to Common Shares issuable upon exercise of outstanding Units, (iv) file a registration statement on Form S-8 under the Securities Act with respect material event relating to the registration Company occurs; or (b) prior to the expiration of Common Shares the 180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day restricted period, then the restrictions imposed in this clause shall continue to be issued under apply until the Equity Compensation Plan expiration of the date that is 15 calendar days plus three business days after the date on which the issuance of the earnings release or the material news or material event occurs. The Company will provide the Underwriter and each individual subject to the 180-day restricted period pursuant to the lock-up agreements described in the Registration Statement, the General Disclosure Package and the Prospectus, and (vSection 6(j) file and have declared effective by the Commission a shelf registration statement with respect prior notice of any such announcement that gives rise to the primary offering of Common Shares and other securities an extension of the Company or the Operating Partnership; provided that no securities may be issued pursuant to such shelf registration statement during the 45 180-day period following the date of the Prospectusrestricted period.

Agreement Not to Offer or Sell Additional Securities. During the period of 45 days commencing on the date hereof and ending on the 180th day following the date of the Prospectus, (the “Lock-up Period”) the Company will not, without the prior written consent of KCM the Representatives (which consent may be withheld at the sole discretion of KCMthe Representatives), directly or indirectly, sell, offeroffer to sell, contract or grant any option to sell, pledge, hypothecate, grant any option to purchase, transfer or otherwise dispose of, grant any rights with respect to, or file a registration statement with the Commission in respect of, or establish an open “or increase a put equivalent position” position or liquidate or decrease a call equivalent position within the meaning of Rule 16a-l(h) under Section 16 of the Exchange Act, or otherwise dispose be the subject of any hedging, short sale, derivative or transferother transaction that is designed to, or announce the offering ofreasonably expected to lead to, or file any registration statement under result in, the Securities Act in respect effective economic disposition of, any shares of Common SharesStock, options or warrants to acquire shares of the Common Shares Stock or securities exchangeable or exercisable for or convertible into shares of Common Shares Stock, or publicly announce an intention to do any of the foregoing (other than as contemplated by this Agreement with respect to the Offered Shares)) or publicly announce the Company’s intention to do any of the foregoing; provided, however, that the Company may (i) grant issue shares of its Common Share Stock or options or other awards or grant options to purchase its Common Shares and issue Stock, or Common Shares Stock upon the exercise of options, in both caseswarrants or convertible securities, pursuant to the Equity Compensation Plan any stock option, stock bonus or other incentive plan or other arrangement described in the Registration Statement, the General Disclosure Package and the Prospectus, provided, that all of but only if the holders of such Common Share shares, options or other awards, options, or Common Shares shares issued upon the exercise of such options, warrants or convertible securities agree in writing not to sell, offer, dispose of or otherwise transfer any such shares, options or Common Shares warrants during such 45 day period Lock-up Period without the prior written consent of KCM the Representatives (which consent may be withheld at the sole discretion of KCMthe Representatives). Notwithstanding the restrictions set forth above in this Section 3A(m), (ii) issue Units in connection with the Company’s or a Subsidiary’s acquisition of properties or interests in the owners of properties, (iii) file a resale registration statement under the Securities Act with respect Company shall be permitted to Common Shares issuable upon exercise of outstanding Units, (iv) file a registration statement on Form S-8 on which it registers shares of its Common Stock reserved for issuance pursuant to outstanding options and warrants issued to present or former employees or directors of the Company or under the Securities Act with respect to the registration of Common Shares to be issued under the Equity Compensation Plan described Company’s equity incentive plan and non-employee director stock option plan, as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, and shall be permitted to issue shares of Common Stock upon the exercise of options, warrants or other convertible securities outstanding on the date hereof and disclosed in the Prospectus. Notwithstanding the foregoing, if (va) file during the period that begins on the date that is 15 calendar days plus three business days before the last day of the Lock-up Period and have declared effective by ends on the Commission last day of the Lock-up Period, the Company issues an earnings release or material news or a shelf registration statement with respect material event relating to the primary offering of Common Shares and other securities Company occurs; or (b) prior to the expiration of the Lock-up Period, the Company announces that it will release earnings results during the 15-day period beginning on the last day of the Lock-up Period, then the restrictions imposed in this clause shall continue to apply until the expiration of the date that is 15 calendar days plus three business days after the date on which the issuance of the earnings release or the Operating Partnership; provided that no securities may be issued material news or material event occurs, unless the Representatives waive such extension. The Company will provide the Representatives and each individual subject to the 180-day restricted period pursuant to the lock-up agreements described in Section 3(B)(a) with prior written notice of any such shelf registration statement during the 45 day period following the date announcement that gives rise to an extension of the ProspectusLock-Up Period or such180-day restricted period.

Agreement Not to Offer or Sell Additional Securities. During the period of 45 days commencing on the date hereof and ending on the 60th day following the date of the ProspectusFinal Offering Memorandum (the "Lock-Up Period"), the Company will not, without the prior written consent of KCM the Representatives (which consent may be withheld at the sole discretion of KCMthe Representatives), directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “"put equivalent position” " or liquidate or decrease a "call equivalent position" within the meaning of Rule 16a-l(h16a-1(h) under the Exchange Act, or otherwise dispose of or transfertransfer (or enter into any transaction that is designed to, or might reasonably be expected to, result in the disposition of), or announce the offering of, or file any registration statement under the Securities Act in respect of, any shares of Common SharesStock, options or warrants to acquire shares of the Common Shares Stock or securities exchangeable or exercisable for or convertible into shares of Common Shares Stock (other than as contemplated by this Agreement and the Registration Rights Agreement with respect to the Notes and the Conversion Shares); provided, however, that the Company may foregoing restrictions do not apply to (i) grant shares of Common Share awards or grant options to purchase Common Shares and issue Common Shares upon the exercise of options, in both cases, pursuant to the Equity Compensation Plan described in the Registration Statement, the General Disclosure Package and the Prospectus, provided, that all of the holders of such Common Share awards, options, or Common Shares Stock issued upon the exercise of such options, agree not to sell, offer, dispose of or otherwise transfer any such options or Common Shares during such 45 day period without granted under stock option plans existing on the prior written consent of KCM (which consent may be withheld at the sole discretion of KCM)date hereof, (ii) issue Units grants of Common Stock, restricted common stock or restricted stock units in connection accordance with the Company’s or terms of a Subsidiary’s acquisition of properties or interests plan in effect on the owners of propertiesdate hereof, (iii) file shares of Common Stock (or options, warrants or convertible securities relating to shares of Common Stock) issued in connection with a resale registration statement under the Securities Act with respect to Common Shares issuable upon exercise of outstanding Unitsbona fide merger or acquisition transaction, (iv) file a registration statement the offer, issuance or sale of securities pursuant to the Company's Dividend Reinvestment and Stock Purchase Plan existing on Form S-8 the date hereof (the "DRIP") (provided that the Company agrees not to permit investments greater than $20,000 by any single investor under the Securities Act with respect to DRIP during the registration of Common Shares to be issued under the Equity Compensation Plan described in the Registration Statement, the General Disclosure Package and the Prospectus, and Lock-Up Period) or (v) file and have declared effective by the Commission a shelf registration statement with respect to the primary offering shares of Common Shares and other securities of the Company or the Operating Partnership; provided that no securities may be Stock issued pursuant to such shelf registration statement during the 45 day period following the date of the ProspectusManagement Agreement.

Agreement Not to Offer or Sell Additional Securities. During the period of 45 days following the date of the Prospectus, the The Company will not, without the prior written consent of KCM (which consent may be withheld at the sole discretion of KCM), directly or indirectly, sell, not offer, sell or contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-l(h) under the Exchange Act, or otherwise dispose of or transferenter into any transaction which is designed to, or could be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise by the Company or any affiliate of the Company or any person in privity with the Company or any affiliate of the Company) directly or indirectly, or announce the offering of, or file any registration statement under the Securities Act in respect of, any Common Shares, options or warrants to acquire other Common Shares or any securities convertible into, or exchangeable or exercisable for or convertible into for, Common Shares (other than as contemplated by this Agreement with respect to the Shares); provided, however, that the Company may (i) grant Common Share awards or grant options to purchase issue and sell Common Shares and issue Common Shares upon the exercise of options, in both cases, pursuant to any director or employee stock option plan or stock ownership plan of the Equity Compensation Plan Company in effect at the date of the Prospectus and described in the Registration Statement, the General Disclosure Package and the Prospectus, provided, that all of the holders of such Common Share awards, options, or Common Shares issued upon the exercise of such options, agree not to sell, offer, dispose of or otherwise transfer any such options or Common Shares during such 45 day period without the prior written consent of KCM (which consent may be withheld at the sole discretion of KCM), (ii) issue Units in connection with the Company’s or a Subsidiary’s acquisition of properties or interests in the owners of properties, (iii) file a resale registration statement under the Securities Act with respect to Common Shares issuable upon the conversion of securities or the exercise of warrants outstanding Units, at the date of the Prospectus and described in the Prospectus; and (iviii) file a issue and sell Common Shares pursuant to the Company’s dividend reinvestment and stock purchase plan in effect at the date of the Prospectus and as described in the Company’s registration statement on Form S-8 under S-3 (File No. 333-114742) as filed with the Securities Act Commission on April 22, 2004, as amended by Post-Effective Amendment No. 1 to such registration statement on Form S-3 as filed with respect the Commission on May 3, 2004 (including any subsequent Company registration statement on Form S-3 which is filed by the Company and which relates to the registration of Common Shares to be issued under the Equity Compensation Plan described Company’s dividend reinvestment and stock purchase plan in the Registration Statement, the General Disclosure Package and the Prospectus, and (v) file and have declared effective by the Commission a shelf registration statement with respect to the primary offering of Common Shares and other securities of the Company or the Operating Partnership; provided that no securities may be issued pursuant to such shelf registration statement during the 45 day period following effect at the date of the Prospectus, the “DRIP”); provided, however, that during the period beginning on the date of this Agreement and ending on the Company Lock-Up Termination Date (as defined immediately below), the Company shall not grant any request for a waiver relating to optional cash payments under the DRIP in excess of Ten Thousand Dollars ($10,000) (each, a “Waiver Request”) if as a result of such grant (i) the aggregate proceeds to the Company from all sales of Common Shares during the period beginning on the date of this Agreement and ending on the thirtieth (30th) day after the date of this Agreement pursuant to granted Waiver Requests would exceed Five Million Dollars ($5,000,000) or (ii) the aggregate proceeds to the Company from all sales of Common Shares during the period beginning on the thirty first (31st) day after the date of this Agreement and ending on the sixtieth (60th) day after (and including) the day the Firm Shares commence trading on the New York Stock Exchange pursuant to granted Waiver Requests would exceed Five Million Dollars ($5,000,000) These restrictions shall terminate at the close of trading on the sixtieth (60th) day after (and including) the day the Firm Shares commence trading on the New York Stock Exchange (the “Company Lock-Up Termination Date”) (unless waived earlier by JMP Securities LLC, in its sole discretion).

Agreement Not to Offer or Sell Additional Securities. During the a period of 45 ninety (90) days following from the date set forth on the cover page of the ProspectusProspectus (the “Initial Lockup-Period”), the Company will not, without the prior written consent of KCM (which consent may be withheld at the sole discretion of KCM)Representative, directly or indirectly: (i) offer, sell, offer, contract or grant any option to sell, pledge, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or establish an open “put equivalent position” within the meaning of Rule 16a-l(h) under the Exchange Act, or otherwise dispose of any share of Common Stock or transfer, any securities convertible into or announce the offering of, exercisable or exchangeable for Common Stock or file any registration statement under the Securities Act in respect of, any Common Shares, options or warrants to acquire Common Shares or securities exchangeable or exercisable for or convertible into Common Shares (other than as contemplated by this Agreement with respect to any of the Shares)foregoing; providedor (ii) enter into any swap, howeverhedge or any other arrangement that transfers, that in whole or in part, directly or indirectly, the Company may economic consequences of ownership of the Common Stock, whether any such swap or transaction described in clauses (i) grant or (ii) above is to be settled by delivery of Common Share awards Stock or grant such other securities, in cash or otherwise, except (A) grants of employee or director stock options or issuances of restricted Common Stock pursuant to purchase the terms of an equity compensation plan in effect on the date hereof, (B) issuances of Common Shares and issue Common Shares upon Stock pursuant to the exercise of options, in both cases, pursuant to employee or director stock options outstanding on the Equity Compensation Plan described in date hereof or (C) the Registration Statement, the General Disclosure Package and the Prospectus, provided, that all filing of the holders of such Common Share awards, options, or Common Shares issued upon the exercise of such options, agree not to sell, offer, dispose of or otherwise transfer any such options or Common Shares during such 45 day period without the prior written consent of KCM (which consent may be withheld at the sole discretion of KCM), (ii) issue Units in connection with the Company’s or a Subsidiary’s acquisition of properties or interests in the owners of properties, (iii) file a resale registration statement under the Securities Act with respect to Common Shares issuable upon exercise of outstanding Units, (iv) file a registration statement on Form S-8 under the Securities Act with respect registering the Common Stock issuable pursuant to clauses (A) and (B) above; provided, however, that if (1) during the registration last 17 days of Common Shares to be issued under the Equity Compensation Plan described in the Registration StatementInitial Lock-up Period, the General Disclosure Package and the Prospectus, and (v) file and have declared effective by the Commission Company releases earnings results or publicly announces material news or a shelf registration statement with respect material event relating to the primary offering of Common Shares and other securities of the Company or (2) prior to the Operating Partnership; provided expiration of the Initial Lock-up Period, the Company announces that no securities may be issued pursuant to such shelf registration statement it will release earnings results during the 45 16-day period following beginning on the last day of the Initial Lock-up Period, then in each case the Initial Lock-up Period will be extended until the expiration of the 18-day period beginning on the date of release of the Prospectusearnings results or the public announcement of the other material news or material event, as applicable, unless the Representative waives in writing such extension (the Initial Lock-up Period, as extended, the “Lock-up Period”). The Company has obtained agreements substantially in the form of Exhibit C hereto from each of the persons listed on Exhibit D hereto.

Agreement Not to Offer or Sell Additional Securities. (i) During the period of 45 days commencing on and including the date hereof and continuing through and including the 90th day following the date of the ProspectusProspectus (the “Standstill Period”), as extended as described below, the Company will not, without the prior written consent of KCM Wxxxxxxxxx (which consent may be withheld at the in its sole discretion of KCMdiscretion), directly or indirectly, : (i) sell, offer, contract or grant any option offer to sell, pledgecontract to sell or lend any Common Stock or Related Securities (as defined below); (ii) effect any short sale, transfer or establish an open or increase any “put equivalent position” within the meaning of (as defined in Rule 16a-l(h16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Common Stock or Related Securities; (iii) pledge, hypothecate or otherwise grant any security interest in any Common Stock or Related Securities; (iv) in any other way transfer or dispose of any Common Stock or transferRelated Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Common Stock or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of, of any Common Stock or Related Securities; (vii) file any registration statement under the Securities Act under applicable securities laws in respect of, of any Common Shares, options Stock or warrants to acquire Common Shares or securities exchangeable or exercisable for or convertible into Common Shares Related Securities (other than as contemplated by this Agreement with respect to the SharesSecurities); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (iA) grant effect the transactions contemplated hereby; (B) issue shares of Common Share awards Stock or grant options to purchase shares of Common Shares and Stock or restricted stock units or similar equity securities, or issue shares of Common Shares Stock upon the exercise of options, in both casesrestricted stock units or similar equity securities to employees, officers or directors of the Company, pursuant to any options, share bonus or other share plan or arrangement pursuant to an incentive plan in effect on the Equity Compensation Plan date hereof and described in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus, provided, that all of the holders of such Common Share awards, options, or Common Shares issued upon the exercise of such options, agree not to sell, offer, dispose of or otherwise transfer any such options or Common Shares during such 45 day period without the prior written consent of KCM ; (which consent may be withheld at the sole discretion of KCM), (ii) issue Units in connection with the Company’s or a Subsidiary’s acquisition of properties or interests in the owners of properties, (iii) file a resale registration statement under the Securities Act with respect to Common Shares issuable upon exercise of outstanding Units, (ivC) file a registration statement on Form S-8 under in respect of the Securities Act with respect issuance, vesting, exercise or settlement of equity awards to officers or directors granted or to be granted pursuant to an incentive plan in effect on the registration date hereof and described in the Registration Statement Time of Sale Prospectus and the Prospectus; (D) issue any shares of Common Shares Stock upon the exercise of an option or warrant or upon the conversion of a convertible security outstanding on the date hereof and referred to be issued under the Equity Compensation Plan described in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus, and (v) file and have declared effective by the Commission a shelf registration statement with respect to the primary offering of Common Shares and other securities of the Company or the Operating Partnership; provided that no such securities may be issued pursuant have not been amended since the date of this Agreement to increase the number of such shelf registration statement during securities or to decrease the 45 exercise price, exchange price or conversion price of such securities or to extend the term of such securities; (E) after the 60th day period following the date of the Prospectus.Prospectus file a new “universal shelf” registration statement on Form S-3 solely for new primary offerings by the Company following the expiration of the Standstill Period; and (F) issue any shares of capital stock of the Company or securities convertible into shares of capital stock of the Company that are issued as consideration in an acquisition, merger or similar strategic transaction approved by a majority of the disinterested directors of the Company, provided that such securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit the filing of any registration statement in connection therewith within ninety (90) days after the date of this Agreement, and provided that any such issuance shall only be to a person (or to the equity holders of a person) which is, itself or through its Subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities. For purposes of the foregoing, “

Agreement Not to Offer or Sell Additional Securities. During the period of 45 180 days following the date of the Prospectus, the Company will not, without the prior written consent of KCM FBW, Morgan Keegan, Hilliard Lyons and Advest (which consent may be withheld at the sole discretion of KCMwithhelx xx xxx xxxx dxxxxxxxxx xx XBW, Morgan Keegan, Hilliard Lyons or Advest), directly or indirectly, sell, offerxxxxx, contract or grant any xxxxraxx xx xxxxx xxy option to sell, pledge, transfer or establish an open “"put equivalent position” " within the meaning of Rule 16a-l(h16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any shares of Class A Common SharesStock, options or warrants to acquire shares of Class A Common Shares Stock or securities exchangeable or exercisable for or convertible into shares of Class A Common Shares Stock (other than as contemplated by this Agreement with respect to the Common Shares); provided, however, that the Company may (i) grant issue shares of Class A Common Share awards or Stock upon the exercise of warrants outstanding on the date hereof and described in the Prospectus, (ii) grant options to purchase Class A Common Shares Stock and issue shares of Class A Common Shares Stock upon the exercise of options, in both cases, pursuant to the Equity Compensation Plan any stock option plan or arrangement described in the Registration Statement, the General Disclosure Package and the Prospectus, providedissue shares of Class A Common Stock in any ordinary course of business pursuant to any restricted stock plan described in the prospectus, that or issue shares of Class A Common Stock in the ordinary course of business pursuant to the Company's employee benefits plans existing on the date hereof, (iii) issue shares of Class A Common Stock under the DRIP, and (iv) issue shares of Class A Common Stock in payment of all or a portion of the holders purchase price for properties acquired from sellers who are not affiliates of such Common Share awards, options, or Common Shares issued upon the exercise Company; provided that each recipient of such options, agree not shares pursuant to sell, offer, dispose of or otherwise transfer any such options or Common Shares during such 45 day period without the prior written consent of KCM (which consent may be withheld at the sole discretion of KCMi), (ii) issue Units in connection with the Company’s or a Subsidiary’s acquisition of properties or interests in the owners of properties), (iii) file a resale registration statement under the Securities Act with respect to Common Shares issuable upon exercise of outstanding Units, or (iv) file enters into a registration statement on Form S-8 under the Securities Act lock-up agreement with respect terms substantially equivalent to the registration of Common Shares to be issued under the Equity Compensation Plan described in the Registration Statement, the General Disclosure Package and the Prospectus, and (v) file and have declared effective by the Commission a shelf registration statement with respect lock-up agreements delivered to the primary offering of Common Shares and other securities of the Company or the Operating Partnership; provided that no securities may be issued Representatives pursuant to such shelf registration statement during the 45 day period following the date of the ProspectusSection 6(i).

Agreement Not to Offer or Sell Additional Securities. During the period of 45 days commencing on the date hereof and ending on the 90th day following the date of the ProspectusFinal Offering Memorandum, none of the Company will notor any of the Guarantors will, without the prior written consent of KCM BAS (which consent may be withheld at the sole discretion of KCMBAS), directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-l(h16a-1(h) under the Exchange Act, or otherwise dispose of or transfertransfer (or enter into any transaction that is designed to, or might reasonably be expected to, result in the disposition of), or announce the offering of, or file any registration statement under the Securities Act in respect of, any shares of Common SharesStock, options or warrants to acquire shares of the Common Shares Stock or securities exchangeable or exercisable for or convertible into shares of Common Shares Stock (other than as contemplated by this Agreement with respect to the SharesNotes); provided, however, that (i) the Company may (i) grant issue shares of its Common Share awards Stock or grant options to purchase its Common Shares and issue Stock, or Common Shares Stock upon the exercise of options, in both cases, pursuant to the Equity Compensation Plan any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the General Disclosure Package and the ProspectusFinal Offering Memorandum, provided, that all of but only if the holders of such Common Share awardsshares, options, or Common Shares shares issued upon the exercise of such options, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options (except forfeitures of Common Stock or options to purchase Common Shares Stock by the directors and executive officers subject to the lock-up agreement attached as Exhibit F hereto to satisfy tax withholding obligations and, in the case of options exercises, payment of exercise price, in connection with the vesting of equity awards acquired by directors and executive officers pursuant to equity incentive plans existing and as in effect on the date of this Agreement will be permitted, provided that the number of shares sold for consideration on the open market or to any third party by all of the officers and directors of the Company who are subject to the lock-up agreement does not in the aggregate exceed 200,000 shares of Common Stock) during such 45 90-day period without the prior written consent of KCM BAS (which consent may be withheld at the sole discretion of KCM), the BAS) and (ii) issue Units in connection with the Company’s or a Subsidiary’s acquisition of properties or interests in the owners of properties, (iii) file a resale registration statement under the Securities Act with respect to Common Shares issuable upon exercise of outstanding Units, (iv) file a registration statement on Form S-8 under the Securities Act with respect foregoing shall not apply to the registration of Common Shares to be issued under entry into the Equity Compensation Plan described in the Registration Statement, the General Disclosure Package and the Prospectus, and (v) file and have declared effective transactions contemplated by the Commission a shelf registration statement with respect to the primary offering of Common Shares Convertible Note Hedge and other securities of the Company or the Operating Partnership; provided that no securities may be issued pursuant to such shelf registration statement during the 45 day period following the date of the ProspectusWarrant Transaction Documentation.

Agreement Not to Offer or Sell Additional Securities. During the period of 45 days commencing on and including the date hereof and continuing through and including the 90th day following the date of the ProspectusEffective Date, the Company will shall not, without the prior written consent of KCM the Purchaser (which consent may be withheld at the in its sole discretion of KCMdiscretion), directly or indirectly, : (i) sell, offer, contract or grant any option offer to sell, pledgecontract to sell or lend any Ordinary Shares or Related Securities (as defined below); (ii) effect any short sale, transfer or establish an open or increase any “put equivalent position” within the meaning of (as defined in Rule 16a-l(h16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a 1(b) under the Exchange Act) of the Ordinary Shares or Related Securities; (iii) pledge, hypothecate or otherwise grant any security interest in any Ordinary Shares or Related Securities; (iv) in any other way transfer or dispose of any Ordinary Shares or transferRelated Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Ordinary Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of, or file of any registration statement under the Securities Act in respect of, any Common Shares, options or warrants to acquire Common Ordinary Shares or securities exchangeable or exercisable for or convertible into Common Shares Related Securities; (other than as contemplated by this Agreement with respect vii) publicly announce the intention to do any of the Shares)foregoing; provided, however, that the Company may (iA) grant Common Share awards effect the transactions contemplated hereby, and (B) issue Ordinary Shares or grant options to purchase Common Shares and Ordinary Shares, or issue Common Ordinary Shares upon the exercise of options, in both cases, pursuant to the Equity Compensation Plan any stock option, stock bonus or other stock plan or arrangement described in the SEC Reports and ASX Announcements; or (viii) prepare and file with the SEC a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than the Registration Statement, any registration statement or post-effective amendment to a registration statement (or supplement thereto) relating to the General Disclosure Package and the ProspectusCompany’s employee benefit plans registered on Form S-8 or, provided, that all of the holders of such Common Share awards, options, or Common Shares issued upon the exercise of such options, agree not to sell, offer, dispose of or otherwise transfer any such options or Common Shares during such 45 day period without the prior written consent of KCM (which consent may be withheld at the sole discretion of KCM), (ii) issue Units in connection with an acquisition, on Form S-4. For the Company’s or avoidance of doubt, the Company shall not be prohibited from preparing and filing with the SEC a Subsidiary’s acquisition of properties or interests in the owners of properties, (iii) file a resale registration statement relating to an offering of Ordinary Shares by existing stockholders of the Company under the Securities Act with respect to Common Shares issuable upon exercise of outstanding Units, (iv) file a registration statement on Form S-8 under the Securities Act with respect pursuant to the terms of registration rights held by such stockholders. For purposes of Common the foregoing, “Related Securities” shall mean any ADSs, options or warrants or other rights to acquire Ordinary Shares or any securities exchangeable or exercisable for or convertible into Ordinary Shares, including but not limited to be issued under the Equity Compensation Plan described in the Registration StatementADSs, the General Disclosure Package and the Prospectus, and (v) file and have declared effective by the Commission a shelf registration statement with respect or to the primary offering of Common Shares and acquire other securities of or rights ultimately exchangeable or exercisable for, or convertible into, Ordinary Shares or ADSs. This Section 6.8 does not apply to or in any way restrict the Company or the Operating Partnership; provided that no securities may be issued pursuant to such shelf registration statement during the 45 day period following the date of the ProspectusExcepted Issue.

Agreement Not to Offer or Sell Additional Securities. During the For a period of 45 90 days following after the date of Prospectus (the Prospectus“Lock-up Period”), the Company will notnot (i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, without the prior written consent of KCM (which consent may be withheld at the sole discretion of KCM)Representative, directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-l(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any Common Shares, options or warrants to acquire Common Shares or securities exchangeable or exercisable for or convertible into Common Shares (other than as contemplated by this Agreement with respect (A) the Offered Shares to the Shares); providedbe sold hereunder, however, that the Company may (iB) grant Common Share awards shares or grant options to purchase its Common Shares Stock issued pursuant to any stock option plan, stock bonus, or other stock plan or arrangement approved by the Board of Directors of the Company and issue described in the Prospectus, (C) Common Shares Stock upon the exercise of options, in both cases, pursuant to the Equity Compensation Plan such options described in clause (B), but in the Registration Statement, the General Disclosure Package and the Prospectus, provided, that all case of Lock-Up Participants only if the holders of such Common Share awardsshares, options, or Common Shares shares issued upon the exercise of such options, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options or Common Shares during such 45 day period the Lock-up Period without the prior written consent of KCM JMP (which consent may be withheld at in its sole discretion) or (D) Common Stock upon the conversion of the Series A-1 Preferred Stock outstanding on the date hereof or the exercise of any warrants outstanding on the date hereof, but in the case of Lock-Up Participants only if the holders of such shares agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during the Lock-up Period without the prior written consent of JMP (which consent may be withheld in its sole discretion discretion). Notwithstanding the foregoing, if (1) during the last 17 days of KCM)the 90-day restricted period, (ii) issue Units in connection with the Company’s Company issues an earnings release or material news or a Subsidiary’s acquisition of properties or interests in the owners of properties, (iii) file a resale registration statement under the Securities Act with respect to Common Shares issuable upon exercise of outstanding Units, (iv) file a registration statement on Form S-8 under the Securities Act with respect material event relating to the registration Company occurs; or (2) prior to the expiration of Common Shares to be issued under the Equity Compensation Plan described in the Registration Statement90-day restricted period, the General Disclosure Package and Company announces that it will release earnings results during the Prospectus, and (v) file and have declared effective by 16-day period beginning on the Commission a shelf registration statement with respect to the primary offering of Common Shares and other securities last day of the Company 90-day period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the Operating Partnership; provided that no securities may be issued pursuant to such shelf registration statement during the 45 day period following the date occurrence of the Prospectusmaterial news or material event.

Agreement Not to Offer or Sell Additional Securities. During the period of 45 days commencing on the date hereof and ending on the 90th day following the date of the Prospectus, the Company will not, without the prior written consent of KCM the Representatives (which consent may be withheld at the sole discretion of KCMthe Representatives), directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-l(h16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any shares of Common SharesStock, options or warrants to acquire shares of the Common Shares Stock or securities exchangeable or exercisable for or convertible into shares of Common Shares Stock (other than as contemplated by this Agreement with respect to the Common Shares); provided, however, that the Company may (ix) grant issue shares of its Common Share awards or grant options to purchase Common Shares and issue Common Shares Stock upon the exercise of warrants by certain Selling Stockholders as described in the Prospectus and (y) issue shares of its Common Stock or options to purchase its Common Stock, or Common Stock upon exercise of options, in both cases, pursuant to the Equity Compensation Plan any stock option, stock bonus or other stock plan or arrangement described in the Registration StatementProspectus (including the Company’s 2005 Employee Stock Purchase Plan), the General Disclosure Package and the Prospectus, provided, that all of but only if the holders of such Common Share awardsshares, options, or Common Shares shares issued upon the exercise of such options, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options or Common Shares during such 45 90-day period without the prior written consent of KCM the Representatives (which consent may be withheld at the sole discretion of KCMthe Representatives). Notwithstanding the foregoing, if (iix) issue Units in connection with during the Company’s last 17 days of the 90-day restricted period the Company issues an earnings release or material news or a Subsidiary’s acquisition of properties or interests in the owners of properties, (iii) file a resale registration statement under the Securities Act with respect to Common Shares issuable upon exercise of outstanding Units, (iv) file a registration statement on Form S-8 under the Securities Act with respect material event relating to the registration Company occurs, or (y) prior to the expiration of Common Shares to be issued under the Equity Compensation Plan described in the Registration Statement90-day restricted period, the General Disclosure Package and Company announces that it will release earnings results during the Prospectus, and (v) file and have declared effective by 16-day period beginning on the Commission a shelf registration statement with respect to the primary offering of Common Shares and other securities last day of the Company 90-day period, the restrictions imposed by this Section 3(A)(l) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the Operating Partnership; provided that no securities may be issued pursuant to such shelf registration statement during the 45 day period following the date occurrence of the Prospectusmaterial news or material event.

Agreement Not to Offer or Sell Additional Securities. During the period of 45 days commencing on the date hereof and ending on the 180th day following the date of the Prospectus, the Company will not, without the prior written consent of KCM BAS (which consent may be withheld at the sole discretion of KCMBAS), directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition of), or announce the offering of, or file any registration statement under the Securities Act in respect of, any shares of Common Stock, options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than as contemplated by this Agreement with respect to the Common Shares); provided, however, that the Company may file a registration statement on Form S-8 and may issue shares of its Common Stock or options to purchase its Common Stock, or Common Stock upon exercise of options, pursuant to any stock option, stock bonus, employment agreement or other stock plan or arrangement described in the Prospectus, but only if the holders of such shares, options, or shares issued upon exercise of such options, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such 180 day period without the prior written consent of BAS (which consent may be withheld at the sole discretion of the BAS). In addition, during the period commencing on the date hereof and ending on the 180th day following the date of the Prospectus, the Company shall not consent or agree in any manner, without the prior written consent of BAS (which consent may be withheld at the sole discretion of BAS), to the amendment or waiver of any agreement or provision, including, without limitation, any Registration Rights Agreement, restricting the ability of the Company’s securityholders to, directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-l(h16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any an registration statement under the Securities Act in respect of, any shares of Common SharesStock, options or warrants to acquire shares of the Common Shares Stock or securities exchangeable or exercisable for or convertible into shares of Common Shares Stock (other than as contemplated by this Agreement with respect to the Common Shares); provided. Notwithstanding the foregoing, however, that if (x) during the last 17 days of the 180-day restricted period the Company may issues an earnings release or material news or a material event relating to the Company occurs, or (iy) grant Common Share awards prior to the expiration of the 180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or grant options the occurrence of the material news or material event. The Company will provide the Representatives and any co-managers and each individual subject to purchase Common Shares and issue Common Shares upon the exercise of options, in both cases, restricted period pursuant to the Equity Compensation Plan lockup letters described in the Registration Statement, the General Disclosure Package and the Prospectus, provided, Section 6(i) with prior notice of any such announcement that all gives rise to an extension of the holders of such Common Share awards, options, or Common Shares issued upon the exercise of such options, agree not to sell, offer, dispose of or otherwise transfer any such options or Common Shares during such 45 day period without the prior written consent of KCM (which consent may be withheld at the sole discretion of KCM), (ii) issue Units in connection with the Company’s or a Subsidiary’s acquisition of properties or interests in the owners of properties, (iii) file a resale registration statement under the Securities Act with respect to Common Shares issuable upon exercise of outstanding Units, (iv) file a registration statement on Form S-8 under the Securities Act with respect to the registration of Common Shares to be issued under the Equity Compensation Plan described in the Registration Statement, the General Disclosure Package and the Prospectus, and (v) file and have declared effective by the Commission a shelf registration statement with respect to the primary offering of Common Shares and other securities of the Company or the Operating Partnership; provided that no securities may be issued pursuant to such shelf registration statement during the 45 day period following the date of the Prospectusrestricted period.

Agreement Not to Offer or Sell Additional Securities. During the a period of 45 three hundred sixty (360) days following from the date of the ProspectusProspectus (the “Initial Lockup-Period”), the Company will not, without the prior written consent of KCM (which consent may be withheld at the sole discretion of KCM)Representatives, directly or indirectly, (i) offer, pledge, sell, offer, contract or grant any option to sell, pledgesell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or establish an open “put equivalent position” within the meaning of Rule 16a-l(h) under the Exchange Act, or otherwise dispose of any share of Common Stock or transfer, any securities convertible into or announce the offering of, exercisable or exchangeable for Common Stock or file any registration statement under the Securities Act in respect of, any Common Shares, options or warrants to acquire Common Shares or securities exchangeable or exercisable for or convertible into Common Shares (other than as contemplated by this Agreement with respect to any of the Shares)foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clauses (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise; provided, however, that if (A) during the last 17 days of the Initial Lock-up Period, the Company may releases earnings results or material news or a material event relating to the Company occurs or (B) prior to the expiration of the Initial Lock-up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Initial Lock-up Period, then in each case the Initial Lock-up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the material news or material event, as applicable, unless the Representatives waive in writing such extension; provided, further, however, that in no event shall any such extension be beyond the 32nd day following the expiration of the Initial Lock-up Period (the Initial Lock-up Period, as extended, the “Lock-up Period”). The foregoing sentence shall not apply to (i) grant the Shares to be sold hereunder, (ii) any shares of Common Share awards Stock issued by the Company upon the exercise of an option outstanding on the date hereof and referred to in the Prospectus or grant (iii) any options to purchase Common Shares and issue Common Shares upon the exercise of options, in both cases, Stock granted pursuant to existing stock option or incentive plans of the Equity Compensation Plan described Company referred to in the Registration Statement, Prospectus. The Company has obtained the General Disclosure Package and agreement: (i) of each officer named in the Prospectus, provided, that all each director continuing in office and each member of the holders of Company’s advisory board, on such Common Share awardsofficer’s, optionsdirector’s or advisory board member’s own behalf, or Common Shares issued upon the exercise of such options, agree not to sell, offer, dispose engage in any of or otherwise transfer any such options or Common Shares the transactions set forth in the preceding sentence during such 45 day period without the prior written consent of KCM (which consent may be withheld at the sole discretion of KCM), Lock-Up Period; (ii) issue Units of MxXxxxxx not to engage in connection with any of the transactions set forth in the preceding sentence during the Lock-up Period; provided, however, that MxXxxxxx may sell in each of the three-month periods following the expiration of the 180th day after the date of the Prospectus not greater than (A) two percent of the aggregate amount of shares of Common Stock outstanding or (B) twice the average weekly reported trading volume of the Company’s or a Subsidiary’s acquisition of properties or interests in Common Stock on the owners of properties, Nasdaq National Market during the four calendar weeks preceding any sale; (iii) file a resale registration statement under of each director not continuing in office not to engage in any of the Securities Act with respect to Common Shares issuable upon exercise of outstanding Units, (iv) file a registration statement on Form S-8 under the Securities Act with respect to the registration of Common Shares to be issued under the Equity Compensation Plan described transactions set forth in the Registration Statement, the General Disclosure Package and the Prospectus, and preceding sentence during a period of one hundred eighty (v180) file and have declared effective by the Commission a shelf registration statement with respect to the primary offering of Common Shares and other securities of the Company or the Operating Partnership; provided that no securities may be issued pursuant to such shelf registration statement during the 45 day period following days from the date of the Prospectus, subject to extension in the manner described in the preceding sentence. The Company agrees not to waive any agreement obtained pursuant to this subsection (j).

Agreement Not to Offer or Sell Additional Securities. During the For a period of 45 90 days following after the date of the ProspectusProspectus (the “Lock-up Period”), the Company will notnot (i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, any shares of Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Shares, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise, without the prior written consent of KCM the Representative. The foregoing restriction shall not apply to (which consent may a) the Offered Shares to be withheld at the sole discretion sold hereunder; (b) shares of KCM), directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-l(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any Common Shares, options or warrants to acquire Common Shares or any securities exchangeable convertible into or exercisable or exchangeable for Common Shares or other securities required to be issued pursuant to contractual obligations of the Company in effect as of the date of this Agreement; (c) shares of Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares (other than issued pursuant to employee benefit or purchase plans in effect as contemplated by of the date of this Agreement or pursuant to bona fide employee benefit or purchase plans established during this period; or (d) shares of Common Shares to one or more counterparties in connection with respect to the Shares); provided, however, that consummation by the Company may of a strategic partnership, joint venture, collaboration or acquisition or license of any business products or technology, provided that (i) grant Common Share awards or grant options to purchase the aggregate number of shares of Common Shares and issue that may be issued pursuant to this clause (d) shall not exceed five percent (5%) of the number of Common Shares upon outstanding immediately after the exercise closing of options, in both cases, the sale of the Offered Shares to the Underwriters pursuant to the Equity Compensation Plan described in the Registration Statement, the General Disclosure Package this Agreement and the Prospectus, provided, that all of the holders (ii) this clause (d) shall not be available unless each recipient of such Common Share awards, options, or Common Shares issued upon the exercise of such options, agree shall have agreed in writing not to sell, offer, dispose of or otherwise transfer any such options or Common Shares (or engage in any short sales of Common Shares prior to the issuance of such Common Shares) during such 45 day period the remainder, if any, of the Lock-up Period without the prior written consent of KCM the Representative (which consent may be withheld at the sole discretion of KCMthe Representative), which agreement shall, in the case of any such definitive agreement entered into on or after the date hereof, be obtained prior to, or concurrently with, the entry of such definitive agreement. Notwithstanding the foregoing, if (ii1) issue Units in connection with during the Company’s last 17 days of the 90-day restricted period, the Company issues an earnings release or material news or a Subsidiary’s acquisition of properties or interests in the owners of properties, (iii) file a resale registration statement under the Securities Act with respect to Common Shares issuable upon exercise of outstanding Units, (iv) file a registration statement on Form S-8 under the Securities Act with respect material event relating to the registration Company occurs; or (2) prior to the expiration of Common Shares to be issued under the Equity Compensation Plan described in the Registration Statement90-day restricted period, the General Disclosure Package and Company announces that it will release earnings results during the Prospectus, and (v) file and have declared effective by 16-day period beginning on the Commission a shelf registration statement with respect to the primary offering of Common Shares and other securities last day of the Company 90-day period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the Operating Partnership; provided that no securities may be issued pursuant to such shelf registration statement during the 45 day period following the date occurrence of the Prospectusmaterial news or material event.

Agreement Not to Offer or Sell Additional Securities. During the period of 45 180 days following the date of the Prospectus, the Company will not, without the prior written consent of KCM NationsBanc Xxxxxxxxxx (which consent may be withheld at the sole discretion of KCMNationsBanc Xxxxxxxxxx), directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “"put equivalent position” " within the meaning of Rule 16a-l(h16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any shares of Common SharesStock, options or warrants to acquire shares of Common Shares Stock or securities exchangeable or exercisable for or convertible into shares of Common Shares Stock (other than as contemplated by this Agreement with respect to the Common Shares); provided, however, that the Company may (i) grant issue shares of its Common Share awards Stock or grant options to purchase its Common Shares and issue Stock, or shares of Common Shares Stock upon the exercise of options, in both cases, pursuant to the Equity Compensation Plan any stock option, stock bonus or other stock plan or arrangement described in the Registration StatementProspectus and may issue shares of Common Stock in connection with the acquisition of additional companies in the energy and indoor environmental systems and services industry, the General Disclosure Package and the Prospectus, provided, that all of but only if the holders of such Common Share awardsshares, options, or Common Shares shares issued upon the exercise of such options, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options or Common Shares during such 45 180-day period without the prior written consent of KCM the Company and provided, further, the Company will not give its consent to any such sale, offer or disposition during such 180-day period without the prior written consent of NationsBanc Xxxxxxxxxx (which consent may be withheld at the sole discretion of KCMNationsBanc Xxxxxxxxxx), (ii) issue Units in connection with the Company’s or a Subsidiary’s acquisition of properties or interests in the owners of properties, (iii) file a resale registration statement under the Securities Act with respect to Common Shares issuable upon exercise of outstanding Units, (iv) file a registration statement on Form S-8 under the Securities Act with respect to the registration of Common Shares to be issued under the Equity Compensation Plan described in the Registration Statement, the General Disclosure Package and the Prospectus, and (v) file and have declared effective by the Commission a shelf registration statement with respect to the primary offering of Common Shares and other securities of the Company or the Operating Partnership; provided that no securities may be issued pursuant to such shelf registration statement during the 45 day period following the date of the Prospectus.

Agreement Not to Offer or Sell Additional Securities. During the period of 45 days commencing on and including the date hereof and continuing through and including the 60th day following the date of the ProspectusProspectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of KCM Jefferies (which consent may be withheld at the in its sole discretion of KCM), directly or indirectly, discretion): (i) sell, offer, contract or grant any option offer to sell, pledgecontract to sell, lend or in any way transfer or dispose of any Common Stock or Related Securities (as defined below); (ii) effect any short sale, or establish an open or increase any “put equivalent position” within the meaning of (as defined in Rule 16a-l(h16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Common Stock or Related Securities; (iii) pledge, hypothecate or otherwise dispose grant any security interest in any Common Stock or Related Securities; (iv) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Common Stock or transferRelated Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (v) announce the offering of, of any Common Stock or Related Securities; (vi) file any registration statement under the Securities Act in respect of, of any Common Shares, options Stock or warrants to acquire Common Shares or securities exchangeable or exercisable for or convertible into Common Shares Related Securities (other than as contemplated by this Agreement with respect to the SharesSecurities); or (vii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (iA) grant effect the transactions contemplated hereby and by the Indenture (including, without limitation, the issuance of the Conversion Shares upon conversion of the Securities), (B) effect the transactions contemplated by the Share Lending Agreement (including, without limitation, the issuance of the Borrowed Shares), (C) issue Common Share awards Stock or grant options to purchase Common Shares and Stock, or issue Common Shares Stock upon the exercise of options, in both casesany options to purchase Common Stock, pursuant to any stock option, stock bonus or other stock plan or arrangement outstanding as of the Equity Compensation Plan date hereof and described in the Registration Statement, the General Disclosure Package and Time of Sale Prospectus or the Prospectus, provided, that all (D) issue Common Stock pursuant to the terms of any securities of the holders of Company outstanding on the date hereof and any indentures governing such Common Share awards, options, or Common Shares issued upon the exercise of such options, agree not to sell, offer, dispose of or otherwise transfer any such options or Common Shares during such 45 day period without the prior written consent of KCM (which consent may be withheld at the sole discretion of KCM)securities, (ii) issue Units in connection with the Company’s or a Subsidiary’s acquisition of properties or interests in the owners of properties, (iii) file a resale registration statement under the Securities Act with respect to Common Shares issuable upon exercise of outstanding Units, (ivE) file a registration statement on Form S-8 under or other appropriate forms as required by the Securities Act with respect Act, and any amendments thereto, relating to the registration any Common Stock or any other of Common Shares our equity-based securities issuable pursuant to be issued under the Equity Compensation Plan any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the General Disclosure Package and Time of Sale Prospectus or the Prospectus, and (vF) file and have declared effective a registration statement on Form S-4 or other appropriate forms as required by the Commission Securities Act, and any amendments to such forms, related to any Common Stock or any other of our equity securities issuable in connection with any merger, acquisition or other business combination, provided that three days’ advance notice of such filing is provided to Jefferies and provided, further, that the aggregate amount of any Common Stock or any other of the Company’s equity securities issuable pursuant to this clause (F) shall not exceed 5% of the Common Stock outstanding as of the date hereof. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Common Stock or any securities exchangeable or exercisable for or convertible into Common Stock, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Common Stock. If (i) during the last 17 days of the 60-day initial lock-up period, the Company issues an earnings release or announces material news or a shelf registration statement with respect material event relating to the primary offering Company, or (ii) prior to the expiration of Common Shares and other securities such period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of such period, then in each case the Lock-up Period will be extended until the expiration of the Company or the Operating Partnership; provided that no securities may be issued pursuant to such shelf registration statement during the 45 18-day period following beginning on the date of the Prospectusissuance of the earnings release or the announcement of the material news or material event, as applicable, unless Jefferies waives, in writing, such extension (which waiver may be withheld in its sole discretion); provided, however, that if FINRA Rule 2711 is amended to eliminate “quiet period” restrictions on the publication of research prior to or after termination of a lock-up, such extension shall not apply. The Company will provide the Representative with prior notice of any such announcement that gives rise to an extension of the Lock-up Period.

Agreement Not to Offer or Sell Additional Securities. During the period of 45 days commencing on and including the date hereof and continuing through and including the 60th day following the date of the ProspectusProspectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of KCM Jefferies (which consent may be withheld at the in its sole discretion of KCM), directly or indirectly, discretion): (i) sell, offer, contract or grant any option offer to sell, pledgecontract to sell, lend or in any way transfer or dispose of any Common Stock or Related Securities (as defined below); (ii) effect any short sale, or establish an open or increase any “put equivalent position” within the meaning of (as defined in Rule 16a-l(h16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position “ (as defined in Rule 16a-1(b) under the Exchange Act) of any Common Stock or Related Securities; (iii) pledge, hypothecate or otherwise dispose grant any security interest in any Common Stock or Related Securities; (iv) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Common Stock or transferRelated Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (v) announce the offering of, of any Common Stock or Related Securities; (vi) file any registration statement under the Securities Act in respect of, of any Common Shares, options Stock or warrants to acquire Common Shares or securities exchangeable or exercisable for or convertible into Common Shares Related Securities (other than as contemplated by this Agreement with respect to the Borrowed Shares); or (vii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (iA) grant effect the transactions contemplated hereby, (B) effect the transactions contemplated by the Share Lending Agreement (including, without limitation, the issuance of the Borrowed Shares), (C) issue Common Share awards Stock or grant options to purchase Common Shares and Stock, or issue Common Shares Stock upon the exercise of options, in both casesany options to purchase Common Stock, pursuant to any stock option, stock bonus or other stock plan or arrangement outstanding as of the Equity Compensation Plan date hereof and described in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus, provided, that all (D) issue Common Stock pursuant to the terms of any securities of the holders of Company outstanding on the date hereof and any indentures governing such Common Share awards, options, or Common Shares issued upon the exercise of such options, agree not to sell, offer, dispose of or otherwise transfer any such options or Common Shares during such 45 day period without the prior written consent of KCM (which consent may be withheld at the sole discretion of KCM)securities, (ii) issue Units in connection with the Company’s or a Subsidiary’s acquisition of properties or interests in the owners of properties, (iii) file a resale registration statement under the Securities Act with respect to Common Shares issuable upon exercise of outstanding Units, (ivE) file a registration statement on Form S-8 under or other appropriate forms as required by the Securities Act with respect Act, and any amendments thereto, relating to any Common Stock or any other of our equity-based securities issuable pursuant to any stock option, stock bonus or other stock plan or arrangement outstanding as of the registration of Common Shares to be issued under the Equity Compensation Plan date hereof and described in the Registration Statement, the General Disclosure Package Time of Sale Prospectus or the Prospectus and (F) file a registration statement on Form S-4 or other appropriate forms as required by the ProspectusSecurities Act, and any amendments to such forms, related to any Common Stock or any other of our equity securities issuable in connection with any merger, acquisition or other business combination, provided that three days’ advance notice of such filing is provided to Jefferies and provided, further, that the aggregate amount of any Common Stock or any other of the Company’s equity securities issuable pursuant to this clause (vF) file and have declared effective by shall not exceed 5% of the Commission Common Stock outstanding as of the date hereof. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Common Stock or any securities exchangeable or exercisable for or convertible into Common Stock, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Common Stock. If (i) during the last 17 days of the 60-day initial lock-up period, the Company issues an earnings release or announces material news or a shelf registration statement with respect material event relating to the primary offering Company, or (ii) prior to the expiration of Common Shares and other securities such period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of such period, then in each case the Lock-up Period will be extended until the expiration of the Company or the Operating Partnership; provided that no securities may be issued pursuant to such shelf registration statement during the 45 18-day period following beginning on the date of the Prospectusissuance of the earnings release or the announcement of the material news or material event, as applicable, unless Jefferies waives, in writing, such extension (which waiver may be withheld in its sole discretion; provided, however, that if FINRA Rule 2711 is amended to eliminate “quiet period” restrictions on the publication of research prior to or after termination of a lock-up, such extension shall not apply. The Company will provide the Representative with prior notice of any such announcement that gives rise to an extension of the Lock-up Period.

Agreement Not to Offer or Sell Additional Securities. During the period of 45 days commencing on the date hereof and ending on the 90th day following the date of the ProspectusFinal Offering Memorandum, the Company will not, without the prior written consent of KCM BAS (which consent may be withheld at the sole discretion of KCMBAS), directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-l(h16a-1(h) under the Exchange Act, or otherwise dispose of or transfertransfer (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition of), or announce the offering of, or file any registration statement under the Securities Act in respect of, any shares of Common SharesStock (other than with respect to the exercise of options outstanding prior to the date hereof), options or warrants to acquire shares of the Common Shares Stock or securities exchangeable or exercisable for or convertible into shares of Common Shares Stock (other than as contemplated by this Agreement with respect to the SharesDebentures); provided, however, that the Company may (i) grant issue shares of its Common Share awards Stock or grant options to purchase its Common Shares and issue Stock, or shares of its Common Shares Stock upon the exercise of options, in both cases, pursuant to the Equity Compensation Plan any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the General Disclosure Package and or the ProspectusFinal Offering Memorandum, provided, however, that all of to the holders of extent such Common Share awardsshares, options, options or Common Shares shares issued upon the exercise of such optionsoptions are issued to a director or executive officer of the Company, agree such director or executive officer agrees in writing not to sell, offer, dispose of or otherwise transfer any such shares or options or Common Shares during such 45 90 day period without the prior written consent of KCM BAS (which consent may be withheld at the sole discretion of KCMthe BAS). Notwithstanding the foregoing, if (iix) issue Units in connection with during the Company’s last 17 days of the 90-day restricted period the Company issues an earnings release or material news or a Subsidiary’s acquisition of properties or interests in the owners of properties, (iii) file a resale registration statement under the Securities Act with respect to Common Shares issuable upon exercise of outstanding Units, (iv) file a registration statement on Form S-8 under the Securities Act with respect material event relating to the registration Company occurs, or (y) prior to the expiration of Common Shares the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the restrictions imposed in this clause shall continue to be issued under apply until the Equity Compensation Plan expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Company will provide the Representatives and each individual subject to the restricted period pursuant to the lock-up letters described in the Registration Statement, the General Disclosure Package and the Prospectus, and (vSection 5(h) file and have declared effective by the Commission a shelf registration statement with respect prior notice of any such announcement that gives rise to the primary offering of Common Shares and other securities an extension of the Company or the Operating Partnership; provided that no securities may be issued pursuant to such shelf registration statement during the 45 day period following the date of the Prospectusrestricted period.

Agreement Not to Offer or Sell Additional Securities. During the period of 45 days commencing on the date hereof and ending on the 90th day following the date of the Prospectus, the Company will not, without the prior written consent of KCM the Underwriter (which consent may be withheld at the sole discretion of KCMthe Underwriter), directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition of), or announce the offering of, or file any registration statement under the Securities Act in respect of, any shares of Common Stock, options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than as contemplated by this Agreement with respect to the Common Shares); provided, however, that the Company may file a registration statement on Form S-8 and may issue shares of its Common Stock or options to purchase its Common Stock, or Common Stock upon exercise of options, pursuant to any stock option, stock bonus, employment agreement or other stock plan or arrangement described in the Prospectus, but only if a sale, offer, disposal of or other transfer by the recipient of any such shares, options, or shares received upon exercise of such options, would not require a filing or public announcement by any party under the Exchange Act in connection with such transfer or distribution. In addition, during the period commencing on the date hereof and ending on the 90th day following the date of the Prospectus, the Company shall not consent or agree in any manner, without the prior written consent of the Underwriter (which consent may be withheld at the sole discretion of the Underwriter), to the amendment or waiver of any agreement or provision, including, without limitation, any Registration Rights Agreement, restricting the ability of the Company’s securityholders to, directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-l(h16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any an registration statement under the Securities Act in respect of, any shares of Common SharesStock, options or warrants to acquire shares of the Common Shares Stock or securities exchangeable or exercisable for or convertible into shares of Common Shares Stock (other than as contemplated by this Agreement with respect to the Common Shares); provided. Notwithstanding the foregoing, however, that if (x) during the last 17 days of the 90-day restricted period the Company may (i) grant Common Share awards issues an earnings release or grant options to purchase Common Shares and issue Common Shares upon the exercise of options, in both cases, pursuant material news or a material event relating to the Equity Compensation Plan described in Company occurs, or (y) prior to the Registration Statementexpiration of the 90-day restricted period, the General Disclosure Package and Company announces that it will release earnings results during the Prospectus, provided, that all 16-day period beginning on the last day of the holders 90-day period, the restrictions imposed in this clause shall continue to apply until the expiration of such Common Share awards, options, or Common Shares issued upon the exercise of such options, agree not to sell, offer, dispose of or otherwise transfer any such options or Common Shares during such 45 18-day period without the prior written consent of KCM (which consent may be withheld at the sole discretion of KCM), (ii) issue Units in connection with the Company’s or a Subsidiary’s acquisition of properties or interests in the owners of properties, (iii) file a resale registration statement under the Securities Act with respect to Common Shares issuable upon exercise of outstanding Units, (iv) file a registration statement beginning on Form S-8 under the Securities Act with respect to the registration of Common Shares to be issued under the Equity Compensation Plan described in the Registration Statement, the General Disclosure Package and the Prospectus, and (v) file and have declared effective by the Commission a shelf registration statement with respect to the primary offering of Common Shares and other securities of the Company or the Operating Partnership; provided that no securities may be issued pursuant to such shelf registration statement during the 45 day period following the date of the Prospectusissuance of the earnings release or the occurrence of the material news or material event. The Company will provide the Underwriter and each individual subject to the restricted period pursuant to the lockup letters described in Section 6(i) with prior notice of any such announcement that gives rise to an extension of the restricted period.

Agreement Not to Offer or Sell Additional Securities. During the period of 45 days commencing on the date hereof and ending on the 180th day following the date of the Prospectus, the Company will not, without the prior written consent of KCM the Underwriter (which consent may be withheld at the sole discretion of KCMthe Underwriter), directly or indirectly, sell, offeroffer to sell, contract or grant any option to sell, pledge, hypothecate, grant any option to purchase, transfer or otherwise dispose of, grant any rights with respect to, or file a registration statement with the Commission in respect of, or establish an open “or increase a put equivalent position” position or liquidate or decrease a call equivalent position within the meaning of Rule 16a-l(h) under Section 16 of the Exchange Act, or otherwise dispose be the subject of any hedging, short sale, derivative or transferother transaction that is designed to, or announce the offering ofreasonably expected to lead to, or file any registration statement under result in, the Securities Act in respect effective economic disposition of, any shares of Common SharesStock, options or warrants to acquire shares of the Common Shares Stock or securities exchangeable or exercisable for or convertible into shares of Common Shares Stock, or publicly announce an intention to do any of the foregoing (other than as contemplated by this Agreement with respect to the SharesCommon Shares and the Underwriter’s Warrant (as defined)); provided, however, that the Company may (i) grant issue shares of its Common Share Stock or options or other awards or grant options to purchase its Common Shares and issue Stock, or Common Shares Stock upon the exercise of options, in both caseswarrants or convertible securities, pursuant to the Equity Compensation Plan any stock option, stock bonus or other incentive plan or other arrangement described in the Registration Statement, the General Disclosure Package and the Prospectus, provided, that all of but only if the holders of such Common Share shares, options or other awards, options, or Common Shares shares issued upon the exercise of such options, warrants or convertible securities agree in writing not to sell, offer, dispose of or otherwise transfer any such shares, options or Common Shares warrants during such 45 180 day period without the prior written consent of KCM the Underwriter (which consent may be withheld at the sole discretion of KCMthe Underwriter). Notwithstanding restrictions set forth above in the Section 3(m), (ii) issue Units in connection with the Company’s or a Subsidiary’s acquisition of properties or interests in the owners of properties, (iii) Company shall be permitted to file a resale registration statement under in compliance with existing agreements of the Securities Act with respect to Company that require such filing respecting shares of Common Shares Stock issuable upon conversion of the Company’s 12% Convertible Promissory Notes, upon exercise of warrants issued in connection therewith and other outstanding Unitswarrants (including the Underwriter’s Warrant (as defined below)), (iv) file a and upon conversion by existing holders of other convertible notes who entered into note conversion agreements and addenda thereto. The filing of such resale registration statement shall in not act as a waiver of, or in any way affect the Company’s or the Underwriter’s rights under written lock-up agreements. Notwithstanding the foregoing, if (a) during the period that begins on Form S-8 under the Securities Act with respect date that is 15 calendar days plus three business days before the last day of the 180-day restricted period and ends on the last day of the 180-day restricted period, the Company issues an earnings release or material news or a material event relating to the registration Company occurs; or (b) prior to the expiration of Common Shares the 180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day restricted period, then the restrictions imposed in this clause shall continue to be issued under apply until the Equity Compensation Plan expiration of the date that is 15 calendar days plus three business days after the date on which the issuance of the earnings release or the material news or material event occurs, unless the Underwriter waives such extension. The Company will provide the Underwriter and each individual subject to the 180-day restricted period pursuant to the lock-up agreements described in the Registration Statement, the General Disclosure Package and the Prospectus, and (vSection 6(j) file and have declared effective by the Commission a shelf registration statement with respect prior notice of any such announcement that gives rise to the primary offering of Common Shares and other securities an extension of the Company or the Operating Partnership; provided that no securities may be issued pursuant to such shelf registration statement during the 45 180-day period following the date of the Prospectusrestricted period.

Agreement Not to Offer or Sell Additional Securities. During the period of 45 60 days (“Lock-Up Period”) following the date of the Prospectus, the Company will not, without the prior written consent of KCM the Representative (which consent may be withheld at the sole discretion of KCMthe Representative), directly or indirectly, (i) offer, pledge, sell, offercontract to sell, contract or grant any option to sell, pledgesell any option or contract to purchase, transfer purchase any option or contract to sell, grant any option, right or warrant to purchase or establish an open “put equivalent position” within the meaning of Rule 16a-l(h) under the Exchange Act, or otherwise dispose of or transfer, any Preferred Shares or announce any preferred shares ranking on par with or senior to the offering of, Preferred Shares or file any registration statement under the Securities Act in respect of, any Common Shares, options or warrants to acquire Common Preferred Shares or securities exchangeable or exercisable for or convertible into Common Preferred Shares or preferred shares ranking on par with or senior to the Preferred Shares (other than as contemplated by this Agreement with respect to the Shares); provided, however, that the Company may (i) grant Common Share awards or grant options to purchase Common Shares and issue Common Shares upon the exercise of options, in both cases, pursuant to the Equity Compensation Plan described in the Registration Statement, the General Disclosure Package and the Prospectus, provided, that all of the holders of such Common Share awards, options, or Common Shares issued upon the exercise of such options, agree not to sell, offer, dispose of or otherwise transfer any such options or Common Shares during such 45 day period without the prior written consent of KCM (which consent may be withheld at the sole discretion of KCM), (ii) issue Units enter into any swap or any other agreement or any transaction that transfers, in connection with whole or in part, directly or indirectly, the Company’s economic consequence of ownership of the Preferred Shares or a Subsidiary’s acquisition such parity or senior preferred shares, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of properties Preferred Shares, such parity or interests senior preferred shares, in the owners of propertiescash or otherwise, or (iii) announce the offering of, or file a resale or cause to be filed any registration statement under the Securities Act with respect to, any Preferred Shares or any preferred shares ranking on par with or senior to Common the Preferred Shares issuable upon exercise or any options or warrants to acquire Preferred Shares or securities exchangeable or exercisable for or convertible into Preferred Shares or preferred shares ranking on par with or senior to the Preferred Shares, except (with respect to this clause (iii)) for the filing of outstanding Units, (iv) file a “universal” shelf registration statement on Form S-8 under S-3 and any amendments thereto, provided, that the Securities Act Company shall otherwise remain subject to the restrictions set forth in this Section 3(l) during the Lock-Up Period with respect to the registration offer, sale or issuance of Common any Preferred Shares or securities exchangeable or exercisable for or convertible into Preferred Shares or preferred shares ranking on par with or senior to the Preferred Shares registered thereunder. The foregoing sentence shall not apply to the Shares to be issued under sold hereunder. Notwithstanding the Equity Compensation Plan described in foregoing, if (1) during the Registration Statementlast 17 days of the Lock-Up Period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the Lock-Up Period, the General Disclosure Package and Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the Prospectus, and (v) file and have declared effective by 16-day period beginning on the Commission a shelf registration statement with respect to the primary offering of Common Shares and other securities last day of the Company Lock-Up Period, the restrictions imposed in this clause (l) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the Operating Partnership; provided that no securities may be issued pursuant to such shelf registration statement during the 45 day period following the date occurrence of the Prospectusmaterial news or material event.

Agreement Not to Offer or Sell Additional Securities. During the period of 45 days commencing on the date hereof and ending on the 90th day following the date of the Prospectus, the Company will not, without the prior written consent of KCM BAS (which consent may be withheld at the sole discretion of KCMBAS), directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “"put equivalent position” " within the meaning of Rule 16a-l(h16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any shares of Common SharesStock, options or warrants to acquire shares of the Common Shares Stock or securities exchangeable or exercisable for or convertible into shares of Common Shares Stock (other than as contemplated by this Agreement with respect to the Common Shares); provided, however, that the Company may (i) grant issue shares of its Common Share awards Stock or grant options to purchase its Common Shares and issue Stock, or Common Shares Stock upon the exercise of options, in both cases, pursuant to the Equity Compensation Plan any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the General Disclosure Package and the Prospectus, provided, but only if the executive officers and directors that all of the are holders of such Common Share awardsshares, options, or Common Shares shares issued upon the exercise of such options, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options or Common Shares during such 45 90 day period without the prior written consent of KCM BAS (which consent may be withheld at the sole discretion of KCMthe BAS). Notwithstanding the foregoing, if (iix) issue Units in connection with during the Company’s last 17 days of the 90-day restricted period the Company issues an earnings release or material news or a Subsidiary’s acquisition material event relating to the Company occurs; or (y) prior to the expiration of properties the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period; the restrictions imposed in this clause (m) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or interests in the owners occurrence of propertiesthe material news or material event; provided however, (iii) file a resale registration statement that this sentence shall not apply if the research published or distributed on the Company is compliant under Rule 139 of the Securities Act with respect to Common Shares issuable upon exercise of outstanding Units, (iv) file a registration statement on Form S-8 under the Securities Act with respect to the registration of Common Shares to be issued under the Equity Compensation Plan described in the Registration Statement, the General Disclosure Package and the Prospectus, and (vCompany's securities are actively traded as defined in Rule 101(c)(1) file and have declared effective by the Commission a shelf registration statement with respect to the primary offering of Common Shares and other securities Regulation M of the Company or the Operating Partnership; provided that no securities may be issued pursuant to such shelf registration statement during the 45 day period following the date of the ProspectusExchange Act.

Agreement Not to Offer or Sell Additional Securities. During From and after the period date hereof and continuing through the close of 45 trading on the date 180 days following the date of the Prospectus, the Company and the Parent will not, without the prior written consent of KCM NationsBanc Montxxxxxx Xxxurities, Inc. (which consent may be withheld at the sole discretion of KCMNationsBanc Montxxxxxx Xxxurities, Inc.), directly or indirectly, sell, offer, contract or grant any option to sellsell (including without limitation any short sale), pledge, transfer or transfer, establish an open “"put equivalent position” " within the meaning of Rule 16a-l(h16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any shares of Common SharesStock, options or warrants to acquire shares of the Common Shares Stock or securities exchangeable or exercisable for or convertible into shares of Common Shares Stock currently or hereafter owned either of record or beneficially (as defined in Rule 13d-3 under the Exchange Act) (other than as contemplated by this Agreement with respect to the Common Shares); provided, however, that the Company may (i) grant issue shares of its Common Share awards Stock or grant options to purchase its Common Shares and issue Stock, or Common Shares Stock upon the exercise of options, in both cases, pursuant to the Equity Compensation Plan any stock option or stock plan or purchase plan described in the Registration Statement, the General Disclosure Package and the Prospectus, provided, that all of but only if the holders of such Common Share awardsshares, options, or Common Shares shares issued upon the exercise of such options, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options or Common Shares during such 45 180 day period without the prior written consent of KCM NationsBanc Montxxxxxx Xxxurities, Inc. (which consent may be withheld at the sole discretion of KCM)the NationsBanc Montxxxxxx Xxxurities, (iiInc.) issue Units and provided that the Parent may pledge shares of Common Stock as collateral for corporate borrowings provided that NationsBanc Montxxxxxx Xxxurities, Inc. is given notice of such pledge and the lender agrees to be bound by the restrictions contained in connection with the Company’s or a Subsidiary’s acquisition of properties or interests in the owners of properties, (iiithis Section 3(j) file a resale registration statement under the Securities Act with respect to Common Shares issuable upon exercise of outstanding Units, (iv) file a registration statement on Form S-8 under the Securities Act with respect to the registration of Common Shares to be issued under same extent as the Equity Compensation Plan described in the Registration Statement, the General Disclosure Package and the Prospectus, and (v) file and have declared effective by the Commission a shelf registration statement with respect to the primary offering of Common Shares and other securities of the Company or the Operating Partnership; provided that no securities may be issued pursuant to such shelf registration statement during the 45 day period following the date of the ProspectusParent.

Agreement Not to Offer or Sell Additional Securities. During the period of 45 days following the date of the ProspectusOther than as contemplated by this Agreement, the Company such Selling Stockholder will not, without the prior written consent of KCM the Representatives (which consent may be withheld at the in its sole discretion of KCMdiscretion), directly or indirectly, sell, offer, contract or grant any option to sellsell (including without limitation any short sale), pledge, transfer or transfer, establish an open “put equivalent position” within the meaning of Rule 16a-l(h16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any shares of Common SharesStock, options or warrants to acquire shares of Common Shares Stock, or securities exchangeable or exercisable for or convertible into shares of Common Shares Stock currently or hereafter owned either of record or beneficially (other than as contemplated defined in Rule 13d-3 under the Exchange Act) by this Agreement with respect such Selling Stockholder, or publicly announce such Selling Stockholder’s intention to the Shares); provided, however, that the Company may (i) grant Common Share awards or grant options to purchase Common Shares and issue Common Shares upon the exercise of options, in both cases, pursuant to the Equity Compensation Plan described in the Registration Statement, the General Disclosure Package and the Prospectus, provided, that all do any of the holders foregoing, for a period commencing on the date hereof and continuing through the close of such Common Share awards, options, or Common Shares issued upon trading on the exercise of such options, agree not to sell, offer, dispose of or otherwise transfer any such options or Common Shares during such 45 day period without the prior written consent of KCM (which consent may be withheld at the sole discretion of KCM), (ii) issue Units in connection with the Company’s or a Subsidiary’s acquisition of properties or interests in the owners of properties, (iii) file a resale registration statement under the Securities Act with respect to Common Shares issuable upon exercise of outstanding Units, (iv) file a registration statement on Form S-8 under the Securities Act with respect to the registration of Common Shares to be issued under the Equity Compensation Plan described in the Registration Statement, the General Disclosure Package and the Prospectus, and (v) file and have declared effective by the Commission a shelf registration statement with respect to the primary offering of Common Shares and other securities of the Company or the Operating Partnership; provided that no securities may be issued pursuant to such shelf registration statement during the 45 day period following date 90 days after the date of the Prospectus. The foregoing restrictions shall not apply to (A) transfers by way of testate or intestate succession or by operation of law, (B) transfers to members of the immediate family of such Selling Stockholder or to a trust, partnership, limited liability company or other entity, all of the beneficial interests of which are held by such Selling Stockholder or by a member of such Selling Stockholder’s immediate family, (C) transfers to charitable organizations, (D) if such Selling Stockholder is a corporation, partnership, limited liability company or similar entity, transfers to the stockholders, partners, members or similar persons of such Selling Stockholder and (E) the exercise of stock options pursuant to employee stock option plans existing on the date hereof; provided that in each case of a transfer pursuant to clauses (A) — (D), or an exercise of any option pursuant to clause (E), of this sentence, the transferee (or the Selling Stockholder as the optionee in the case of clause (E)) shall have agreed to be bound by the restrictions on transfer described herein.

Agreement Not to Offer or Sell Additional Securities. During the period of 45 one hundred twenty (120) days following the date of the ProspectusProspectus (the “Lock-up Period”), the Company will not, without the prior written consent of KCM JMP (which consent may be withheld at the in its sole discretion of KCMdiscretion), directly or indirectly, sell, offeroffer to sell, contract to sell, or grant any option to sellfor the sale (including without limitation any short sale), grant any security in, pledge, transfer or hypothecate, hedge, establish an open “put equivalent position” within the meaning of Rule 16a-l(h16a-1(h) under the Exchange Act, otherwise dispose of or enter into any transaction which is designed to, or could be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise by the Company or any affiliate of the Company or any person in privity with the Company or any affiliate of the Company), or otherwise dispose of or transfer, or announce any shares of Common Stock of the offering of, or file any registration statement under the Securities Act in respect of, any Common Shares, options or warrants to acquire Common Shares Company or securities exchangeable convertible into, exchangeable, or exercisable for Common Stock or convertible into Common Shares any securities that relates to or derives any significant part of its value from the Securities (other than as contemplated by this Agreement with respect to defined in Exhibit D (the Shares“Form of Company Lock-up Agreement”) attached hereto); provided, however, that the Company may issue (i) grant Common Share awards or grant options to purchase its Common Shares and issue Common Shares upon the exercise of options, in both cases, Stock pursuant to any stock option plan, stock bonus, or other stock plan or arrangement approved by the Equity Compensation Plan Board of Directors of the Company and described in the Registration Statement, the General Disclosure Package and the Prospectus, provided, that all of the holders of such or (ii) Common Share awards, options, or Common Shares issued Stock upon the exercise of such optionsoptions described in clause (i). Furthermore, agree not to sell, offer, dispose in the event of or otherwise transfer any such options or Common Shares during such 45 day period without the prior written consent of KCM a Partnership Distribution (which consent may be withheld at the sole discretion of KCMas defined in Section 3(B)(a)(iv)), the Company shall take all reasonably necessary and proper actions to effectuate the agreements set forth in Section 3(B)(a) (ii“Agreement Not to Offer or Sell Additional Securities”) issue Units in connection with herein and ensure that each of the Company’s or a Subsidiary’s acquisition Partners of properties or interests in the owners of propertiesSelling Shareholder are bound by, (iii) file a resale registration statement under and the Securities Act with respect to Common Shares issuable (as defined in Exhibit D (the “Form of Company Lock-up Agreement”) attached hereto) as held, directly or indirectly, by each of the Partners of the Selling Shareholder upon exercise of outstanding Units, (iv) file a registration statement on Form S-8 under the Securities Act with respect to the registration of Common Shares to be issued under the Equity Compensation Plan described in the Registration StatementPartnership Distribution remain subject to, the General Disclosure Package and the Prospectus, and terms set forth in Section 3(B)(a) (v“Agreement Not to Offer or Sell Additional Securities”) file and have declared effective by the Commission a shelf registration statement with respect to the primary offering of Common Shares and other securities of the Company or the Operating Partnership; provided that no securities may be issued pursuant to such shelf registration statement during the 45 day period following the date of the Prospectusherein.

Agreement Not to Offer or Sell Additional Securities. During the period of 45 60 days following the date of the Prospectus, the Company will not, without the prior written consent of KCM the Representatives (which consent may be withheld at the sole discretion of KCMthe Representatives), directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-l(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any Common Shares, options or warrants to acquire Common Shares or securities exchangeable or exercisable for or convertible into Common Shares (other than as contemplated by this Agreement with respect to the Shares); provided, however, that the Company may (i) grant Common Share awards or grant options to purchase Common Shares and issue Common Shares upon the exercise of options, in both cases, pursuant to the Equity Compensation Plan Company’s equity compensation plans described in the Registration Statement, the General Disclosure Package and the Prospectus, provided, that all of the holders of such Common Share awards, options, or Common Shares issued upon the exercise of such options, agree not to sell, offer, dispose of or otherwise transfer any such options or Common Shares during such 45 60 day period without the prior written consent of KCM the Representatives (which consent may be withheld at the sole discretion of KCMthe Representatives), (ii) issue Common Shares pursuant to the Company’s Employee Stock Purchase Plan as in effect on the date hereof, (iii) issue Units in connection with the Company’s or a Subsidiary’s acquisition of properties or interests in the owners of propertiesproperties and issue Common Shares upon redemption of such Units, (iiiiv) file a redemption and/or resale registration statement under the Securities Act with respect to Common Shares issuable upon exercise of outstanding Units, and (ivv) file a registration statement on Form S-8 under the Securities Act with respect to the registration of Common Shares to be issued under the Equity Compensation Plan Plans described in the Registration Statement, the General Disclosure Package and the Prospectus, and (v) file and have declared effective by the Commission a shelf registration statement with respect to the primary offering of Common Shares and other securities of the Company or the Operating Partnership; provided that no securities may be issued pursuant to such shelf registration statement during the 45 day period following the date of the Prospectus.

Agreement Not to Offer or Sell Additional Securities. During the period of 45 days commencing on and including the date hereof and continuing through and including the 90th day following the date of the ProspectusProspectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of KCM Xxxxxx Xxxxxxx (which consent may be withheld at the in its sole discretion of KCMdiscretion), directly or indirectly, : (i) sell, offer, contract or grant any option offer to sell, pledgecontract to sell or lend any Common Stock, transfer or options, rights or warrants to acquire Common Stock or securities exchangeable or exercisable for or convertible into Common Stock (such options, rights, warrants and exchangeable or convertible securities, the “Related Securities”); (ii) effect any short sale, or establish an open or increase any “put equivalent position” within the meaning of (as defined in Rule 16a-l(h16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position “ (as defined in Rule 16a-1(b) under the Exchange Act) of any Common Stock or Related Securities; (iii) pledge, hypothecate or otherwise grant any security interest in; (iv) in any other way transfer or dispose of any Common Stock or transferRelated Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Common Stock or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of, of any Common Stock or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of, of any Common Shares, options Stock or warrants to acquire Common Shares or securities exchangeable or exercisable for or convertible into Common Shares Related Securities (other than (A) as contemplated by this Agreement with respect to the SharesOffered Shares or (B) with respect to a registration statement on Form S-8 or amendment to an effective registration statement on Form S-8 previously filed with the Commission); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (iA) grant effect the transactions contemplated hereby, (B) issue shares of Common Share awards Stock upon the conversion of convertible notes or grant the exercise of issued and outstanding warrants described in the Registration Statement, Time of Sale Prospectus and the Prospectus, (C) issue Common Stock or options to purchase Common Shares and Stock or issue Common Shares Securities upon the exercise of options, in both cases, pursuant to the Equity Compensation Plan any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus or as such stock plans or arrangements may be amended with the approval of the stockholders of the Company, and (D) following the 60th day following the date of the Prospectus, enter into an agreement establishing an “at-the-market” equity offering program for shares of Common Stock; provided that no shares may be issued under such a program during the Lock-up Period, provided, further, that all of the holders each newly appointed director or executive officer that is a recipient of such Common Share awards, options, Stock or Common Shares issued upon options shall enter into a Lock-Up Agreement in the exercise of such options, agree form set forth as Exhibit B hereto with the Underwriters not to sell, offer, dispose of or otherwise transfer any such Common Stock or options or Common Shares during such 45 day period Lock-up Period without the prior written consent of KCM Xxxxxx Xxxxxxx (which consent may be withheld at the in its sole discretion of KCMdiscretion), (ii) issue Units in connection with the Company’s or a Subsidiary’s acquisition of properties or interests in the owners of properties, (iii) file a resale registration statement under the Securities Act with respect to Common Shares issuable upon exercise of outstanding Units, (iv) file a registration statement on Form S-8 under the Securities Act with respect to the registration of Common Shares to be issued under the Equity Compensation Plan described in the Registration Statement, the General Disclosure Package and the Prospectus, and (v) file and have declared effective by the Commission a shelf registration statement with respect to the primary offering of Common Shares and other securities of the Company or the Operating Partnership; provided that no securities may be issued pursuant to such shelf registration statement during the 45 day period following the date of the Prospectus.

Agreement Not to Offer or Sell Additional Securities. During the period of 45 90 days following the date of the Prospectus, the Company will not, without the prior written consent of KCM FBW (which consent may be withheld at the sole discretion of KCMFBW), directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-l(h16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any shares of Common SharesStock, options or warrants to acquire shares of Common Shares Stock or securities exchangeable or exercisable for or convertible into shares of Common Shares Stock (other than as contemplated by this Agreement with respect to the Common Shares); provided, however, that the Company may (i) grant issue shares of Common Share awards or Stock upon the exercise of warrants outstanding on the date hereof and described in the Prospectus, (ii) grant options to purchase Common Shares Stock and issue shares of Common Shares Stock upon the exercise of options, in both cases, pursuant to the Equity Compensation Plan any stock option plan or arrangement described in the Registration Statement, the General Disclosure Package and the Prospectus, provided, that all of the holders of such Common Share awards, options, or Common Shares issued upon the exercise of such options, agree not to sell, offer, dispose of or otherwise transfer any such options or Common Shares during such 45 day period without the prior written consent of KCM (which consent may be withheld at the sole discretion of KCM), (ii) issue Units in connection with the Company’s or a Subsidiary’s acquisition of properties or interests in the owners of properties, (iii) file a resale registration statement issue shares of Common Stock under the Securities Act with respect to Common Shares issuable upon exercise of outstanding UnitsDRIP, (iv) file issue shares of Common Stock (or securities convertible into Common Stock) in payment of all or a registration statement on Form S-8 under portion of the Securities Act purchase price for properties acquired from sellers who are not affiliates of the Company; provided that each recipient of such shares enters into a lock-up agreement with respect terms substantially equivalent to the registration of Common Shares lock-up agreements delivered to be issued under the Equity Compensation Plan described in the Registration StatementRepresentative pursuant to Section 5(h), the General Disclosure Package and the Prospectus, and (v) file and have declared effective by amendments and/or supplements to the Commission a shelf Company’s previously filed registration statement with respect relating to the primary Company’s July 2000 offering of 300,000 units consisting of shares of common stock and warrants for the purpose of updating any prospectus forming a part of such registration statement, (vi) issue shares of Common Shares Stock under the circumstances and other securities of in the manner contemplated under the Agreement to Remodel Office Building in Exchange for Stock, dated November 6, 2000, among the Arlington Building Partnership, AmeriVest Properties Texas Inc., Woodhaven Management Corporation, Mxxxxxx 2000, LLC and the Company or the Operating Partnership; provided that no securities may be issued pursuant and (vii) issue shares of Common Stock upon exercise of its option to such shelf registration statement during the 45 day period following the date purchase units of Keystone AmeriVest LLC, as described in the Prospectus.

Agreement Not to Offer or Sell Additional Securities. During the period of 45 days following commencing on the date of this Agreement and ending on the Prospectus365th day thereafter, the Company Company: (A) will notnot and will not permit any of its officers and directors, and will use commercially reasonable efforts to not permit any of its stockholders who are subject to the Amended and Restated Stockholders Agreement, dated as of January 12, 2006, as amended, without the prior written consent of KCM the Representative (which consent may be withheld at the Representative’s sole discretion of KCMdiscretion), directly or indirectly, to sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-l(h16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act (except as contemplated by the Prospectus) in respect of, any shares of Common SharesStock, options or warrants to acquire shares of the Common Shares Stock or securities exchangeable or exercisable for or convertible into shares of Common Shares Stock (other than as contemplated by this Agreement with respect to the SharesUnits and any shares of Common Stock (or options, warrants or convertible securities in respect thereof) issued in connection with a bona fide merger or acquisition transaction or strategic partnership approved by the Company’s Board of Directors (the “Board”)); provided, however, that the Company may issue shares of its Common Stock or options to purchase shares of its Common Stock, or shares of Common Stock upon exercise of options, in each case, pursuant to any stock option, stock bonus or other stock plan, arrangement or contractual obligation that has been approved by the Board and ratified by the Company’s stockholders; and (iB) grant will not issue any shares of its Common Share awards Stock or grant options to purchase shares of its Common Shares and issue Stock or other stock-based awards pursuant to its 2005 Stock Incentive Plan (other than issuances of Common Shares Stock upon the exercise of optionsoptions outstanding as of September 30, in both cases, pursuant to the Equity Compensation Plan 2007 as described in the Registration Statement, the General Disclosure Package and the Prospectus, providedas the case may be). In addition, that all of the holders of such Common Share awardsCompany will not engage Mirus Capital Advisors, options, Inc. to provide any financial advisory or Common Shares issued upon other services to the exercise of such options, agree not to sell, offer, dispose of or otherwise transfer any such options or Common Shares Company during such 45 the ninety (90) day period without the prior written consent of KCM (which consent may be withheld at the sole discretion of KCM), (ii) issue Units in connection with the Company’s or a Subsidiary’s acquisition of properties or interests in the owners of properties, (iii) file a resale registration statement under the Securities Act with respect to Common Shares issuable upon exercise of outstanding Units, (iv) file a registration statement on Form S-8 under the Securities Act with respect to the registration of Common Shares to be issued under the Equity Compensation Plan described in the Registration Statement, the General Disclosure Package and the Prospectus, and (v) file and have declared effective by the Commission a shelf registration statement with respect to the primary offering of Common Shares and other securities of the Company or the Operating Partnership; provided that no securities may be issued pursuant to such shelf registration statement during the 45 day period immediately following the date of on which the ProspectusRegistration Statement is declared effective.

Agreement Not to Offer or Sell Additional Securities. During the period of 45 ---------------------------------------------------- 90 days following the date of the Prospectus, the Company will not, without the prior written consent of KCM the Representative (which consent may not be withheld at the sole discretion of KCMunreasonably withheld), directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “"put equivalent position” " within the meaning of Rule 16a-l(h16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any shares of Common SharesStock, options or warrants to acquire shares of Common Shares Stock or securities exchangeable or exercisable for or convertible into shares of Common Shares Stock (other than as contemplated by this Agreement with respect to the Common Shares); provided, however, that the Company may (i) grant issue shares of Common Share awards or Stock upon the exercise of warrants outstanding on the date hereof and described in the Prospectus, (ii) grant options to purchase Common Shares Stock and issue shares of Common Shares Stock upon the exercise of options, in both cases, pursuant to the Equity Compensation Plan any stock option plan or arrangement described in the Registration Statement, the General Disclosure Package and the Prospectus, provided, that all and issue shares of the holders Common Stock to directors in payment of such Common Share awards, options, or Common Shares issued upon the exercise of such options, agree not annual directors' fees pursuant to sell, offer, dispose of or otherwise transfer any such options or Common Shares during such 45 day period without the prior written consent of KCM (which consent may be withheld at the sole discretion of KCM), (ii) issue Units in connection with the Company’s or a Subsidiary’s acquisition of properties or interests in the owners of properties's Directors' Stock Ownership Plan, (iii) file a resale registration statement issue shares of Common Stock to directors and officers under compensatory arrangements consistent with the Securities Act with respect to Common Shares issuable upon exercise of outstanding UnitsCompany's prior practices, (iv) file issue shares of Common Stock under the DRIP, (v) issue shares of Common Stock to the Company's officers under the Company's incentive award plan, (vi) issue shares of Common Stock in payment of all or a portion of the purchase price for properties acquired from sellers who are not affiliates of the Company; provided that each recipient of such shares enters into a lock-up agreement with terms substantially equivalent to the lock-up agreements delivered to the Representative pursuant to Section 6(i), (vii) issue shares of Common Stock issuable upon conversion of the Company's 8% convertible subordinated debentures outstanding on the date hereof, and (viii) issue up to $70 million of the Company's newly issued convertible subordinated debentures due 2009 and/or preferred stock pursuant to the Company's registration statement on Form S-8 under the Securities Act with respect to the registration S-4 (Registration No. 333-72208) and any amendment or supplement thereto and issue shares of Common Shares to be Stock issuable upon conversion of such newly issued under the Equity Compensation Plan described in the Registration Statement, the General Disclosure Package and the Prospectus, and (v) file and have declared effective by the Commission a shelf registration statement with respect to the primary offering of Common Shares and other securities of the Company or the Operating Partnership; provided that no securities may be issued pursuant to such shelf registration statement during the 45 day period following the date of the Prospectusconvertible subordinated debentures.

Agreement Not to Offer or Sell Additional Securities. (i) During the period of 45 days commencing on and including the date hereof and continuing through and including the 90th day following the date of the ProspectusProspectus (the “Lock-Up Period”), the Company will not, without the prior written consent of KCM Xxxxxxxxxx (which consent may be withheld at the in its sole discretion of KCMdiscretion), directly or indirectly, : (i) sell, offer, contract or grant any option offer to sell, pledgecontract to sell or lend any Common Stock or Related Securities (as defined below); (ii) effect any short sale, transfer or establish an open or increase any “put equivalent position” within the meaning of (as defined in Rule 16a-l(h16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Common Stock or Related Securities; (iii) pledge, hypothecate or otherwise grant any security interest in any Common Stock or Related Securities; (iv) in any other way transfer or dispose of any Common Stock or transferRelated Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Common Stock or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of, of any Common Stock or Related Securities; (vii) file any registration statement under the Securities Act under applicable securities laws in respect of, of any Common Shares, options Stock or warrants to acquire Common Shares or securities exchangeable or exercisable for or convertible into Common Shares Related Securities (other than as contemplated by this Agreement with respect to the SharesSecurities); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (iA) grant effect the transactions contemplated hereby; (B) issue shares of Common Share awards Stock or grant options to purchase shares of Common Shares and Stock or restricted stock units or similar equity securities, or issue shares of Common Shares Stock upon the exercise of options, in both casesrestricted stock units or similar equity securities, pursuant to any options, share bonus or other share plan or arrangement pursuant to an incentive plan in effect on the Equity Compensation Plan date hereof and described in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus, provided, that all of the holders of such Common Share awards, options, or Common Shares issued upon the exercise of such options, agree not to sell, offer, dispose of or otherwise transfer any such options or Common Shares during such 45 day period without the prior written consent of KCM ; (which consent may be withheld at the sole discretion of KCM), (ii) issue Units in connection with the Company’s or a Subsidiary’s acquisition of properties or interests in the owners of properties, (iii) file a resale registration statement under the Securities Act with respect to Common Shares issuable upon exercise of outstanding Units, (ivC) file a registration statement on Form S-8 under in respect of the Securities Act with respect issuance, vesting, exercise or settlement of equity awards to officers or directors granted or to be granted pursuant to an incentive plan in effect on the registration date hereof and described in the Registration Statement Time of Sale Prospectus and the Prospectus; (D) issue any shares of Common Shares Stock upon the exercise of an option or warrant or upon the conversion of a convertible security outstanding on the date hereof and referred to be issued under the Equity Compensation Plan described in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus, and ; (vE) file and have declared effective by the Commission a shelf registration statement with respect to the primary offering issue any shares of Common Shares and other securities capital stock of the Company or securities convertible into shares of capital stock of the Operating Partnership; Company that are issued as consideration in an acquisition, merger or similar strategic transaction approved by a majority of the disinterested directors of the Company, provided that such securities are issued as “restricted securities” (as defined in Rule 144) and carry no securities may be issued pursuant to such shelf registration rights that require or permit the filing of any registration statement during the 45 day period following in connection therewith within ninety (90) days after the date of this Agreement, and provided that any such issuance shall only be to a person (or to the Prospectus.equity holders of a person) which is, itself or through its Subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities; and (F) issue the Underwriter Warrants and the shares of Common Stock issuable upon the exercise of such Underwriter Warrants. For purposes of the foregoing, “

Agreement Not to Offer or Sell Additional Securities. During the period of 45 days commencing on the date hereof and ending on the 180th day following the date of the Prospectus, the Company will not, without the prior written consent of KCM BAS (which consent may be withheld at the sole discretion of KCMBAS), directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-l(h16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement (provided, however, the Company may file a Form S-8 registration statement under the Securities Act to register shares of Common Stock issuable under any stock option, stock bonus or other stock plan or arrangement described in the Prospectus) under the Securities Act in respect of, any shares of Common SharesStock, options or warrants to acquire shares of the Common Shares Stock or securities exchangeable or exercisable for or convertible into shares of Common Shares Stock (other than as contemplated by this Agreement with respect to the Common Shares); provided, however, that the Company may (i) grant issue shares of its Common Share awards Stock or grant options to purchase its Common Shares and issue Stock, or Common Shares Stock upon the exercise of options, in both cases, pursuant to the Equity Compensation Plan any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the General Disclosure Package and the Prospectus, providedbut only if (a) the shares of Common Stock are to be issued upon exercise of stock options that are exempt from the lock-up provisions pursuant to Section 5(m), that all of (b) the holders of such Common Share awardsshares, options, or Common Shares shares issued upon the exercise of such options, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options or Common Shares during such 45 180-day period without the prior written consent of KCM BAS (which consent may be withheld at the sole discretion of KCMBAS), or (iic) issue Units any such options granted do not vest during such 180-day period. Notwithstanding the foregoing, if (x) during the last 17 days of the 180-day restricted period the Company issues an earnings release, or (y) prior to the expiration of the 180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed in connection with this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release; provided however, that this sentence shall not apply if any research published or distributed by any Underwriter on the Company would be compliant under Rule 139 of the Securities Act and the Company’s or a Subsidiary’s acquisition securities are actively traded as defined in Rule 101(c)(1) of properties or interests in the owners of properties, (iii) file a resale registration statement under the Securities Act with respect to Common Shares issuable upon exercise of outstanding Units, (iv) file a registration statement on Form S-8 under the Securities Act with respect to the registration of Common Shares to be issued under the Equity Compensation Plan described in the Registration Statement, the General Disclosure Package and the Prospectus, and (v) file and have declared effective by the Commission a shelf registration statement with respect to the primary offering of Common Shares and other securities Regulation M of the Company or the Operating Partnership; provided that no securities may be issued pursuant to such shelf registration statement during the 45 day period following the date of the ProspectusExchange Act.

Agreement Not to Offer or Sell Additional Securities. During (i)During the period of 45 days commencing on and including the date hereof and continuing through and including the 60th day following the date of the ProspectusProspectus (the “Standstill Period”), as extended as described below, the Company will not, without the prior written consent of KCM Xxxxxxxxxx (which consent may be withheld at the in its sole discretion of KCMdiscretion), directly or indirectly, : (i) sell, offer, contract or grant any option offer to sell, pledgecontract to sell or lend any Common Stock or Related Securities (as defined below); (ii) effect any short sale, transfer or establish an open or increase any “put equivalent position” within the meaning of (as defined in Rule 16a-l(h16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Common Stock or Related Securities; (iii) pledge, hypothecate or otherwise grant any security interest in any Common Stock or Related Securities; (iv) in any other way transfer or dispose of any Common Stock or transferRelated Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Common Stock or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of, of any Common Stock or Related Securities; (vii) file any registration statement under the Securities Act under applicable securities laws in respect of, of any Common Shares, options Stock or warrants to acquire Common Shares or securities exchangeable or exercisable for or convertible into Common Shares Related Securities (other than as contemplated by this Agreement with respect to the SharesSecurities); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (iA) grant effect the transactions contemplated hereby; (B) issue shares of Common Share awards Stock or grant options to purchase shares of Common Shares and Stock or restricted stock units or similar equity securities, or issue shares of Common Shares Stock upon the exercise of options, in both casesrestricted stock units or similar equity securities to employees, officers or directors of the Company, pursuant to any options, share bonus or other share plan or arrangement pursuant to an incentive plan in effect on the Equity Compensation Plan date hereof and described in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus, provided, that all of the holders of such Common Share awards, options, or Common Shares issued upon the exercise of such options, agree not to sell, offer, dispose of or otherwise transfer any such options or Common Shares during such 45 day period without the prior written consent of KCM ; (which consent may be withheld at the sole discretion of KCM), (ii) issue Units in connection with the Company’s or a Subsidiary’s acquisition of properties or interests in the owners of properties, (iii) file a resale registration statement under the Securities Act with respect to Common Shares issuable upon exercise of outstanding Units, (ivC) file a registration statement on Form S-8 under in respect of the Securities Act with respect issuance, vesting, exercise or settlement of equity awards to officers or directors granted or to be granted pursuant to an incentive plan in effect on the registration date hereof and described in the Registration Statement Time of Sale Prospectus and the Prospectus; (D) issue any shares of Common Shares Stock upon the exercise of an option or warrant or upon the conversion of a convertible security outstanding on the date hereof and referred to be issued under the Equity Compensation Plan described in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus, provided that such securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities or to extend the term of such securities; and (vE) file and have declared effective by the Commission a shelf registration statement with respect to the primary offering issue any shares of Common Shares and other securities capital stock of the Company or securities convertible into shares of capital stock of the Operating Partnership; Company that are issued as consideration in an acquisition, merger or similar strategic transaction approved by a majority of the disinterested directors of the Company, provided that such securities are issued as “restricted securities” (as defined in Rule 144) and carry no securities may be issued pursuant to such shelf registration rights that require or permit the filing of any registration statement during the 45 day period following in connection therewith within sixty (60) days after the date of this Agreement, and provided that any such issuance shall only be to a person (or to the Prospectus.equity holders of a person) which is, itself or through its Subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities. For purposes of the

Agreement Not to Offer or Sell Additional Securities. During Except as provided in this Agreement, the Company will not sell, contract to sell or otherwise dispose of any Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or grant any options or warrants to purchase Common Stock, for a period of 45 180 days following after the date of the Prospectus (the "Lock-Up Period"), without the prior written consent of Montgomery Securities, except that the Company may (i) issue (x) 0,000,038 shares of Common Stock (the "Merger Shares") on or prior to the First Closing Date in exchange for shares of capital stock of Safe-Seal in connection with the merger of Safe-Seal and the Company as described in the Prospectus, (b) up to 5,000,000 shares of Common Stock (the "Acquisition Shares") during the Lock-Up Period in connection with additional acquisitions, (c) the shares of Common Stock (the "Philip Shares") on or prior to the First Closing Date to subsixxxxxxs of Philip Services Corp. ("Philip") in repayment of $8.7 million xx xxxebtedness of the Cxxxxxx owed to Philip and the redemption of $2.0 million of Safe-Seal preferrxx xxxck held by Philip as described in the Prospectus, and (d) on the Closing Date, thx shares of Common Stock ("the Southern Valve Shares") to be issued in connection with the closing of the acquisition of Southern Valve as described in the Prospectus, in each case so long as the purchaser or recipient of such Merger Shares, Acquisition Shares, Philip Shares and Southern Valve Shares agrees to be bound by x xxxx-up letter in form and substance reasonably satisfactory to you pursuant to which such purchaser or recipient agrees with the Company not to sell, offer to sell, solicit an offer to buy, contract to sell, grant any option to purchase, or otherwise transfer or dispose of, any such Merger Shares, Acquisition Shares, Philip Shares and Southern Valve Shares at any time before the xxxxxation of the Lock-Up Period, (ii) issue shares of Common Stock during the Lock-Up Period pursuant to the exercise of options, warrants or convertible notes granted or issued by the Company prior to the date hereof so long as the recipients of shares of Common Stock received pursuant to any such exercises agree to be bound by a lock-up letter in form and substance reasonably satisfactory to you pursuant to which such recipients agree with the Company not to sell, offer to sell, solicit an offer to buy, contract to sell, grant any option to purchase, or otherwise transfer or dispose of, any such shares of Common Stock at any time before the expiration of the Lock-Up Period and (iii) grant awards and permit the exercise of awards granted pursuant to the Company's 1997 Incentive Plan during the Lock-Up Period. The Company further agrees for the express benefit of the Underwriters that, during the Lock-Up Period, it will not, without the prior written consent of KCM (which consent may be withheld at Montgomery Securities, waive any provision of any registration rights xxreement, stockholders agreement or any reorganization agreement in each case relating to any restriction imposed on the sole discretion of KCM), directly or indirectly, sell, offer, contract or grant any option to sell, pledge, subsequent transfer or establish an open “put equivalent position” within the meaning other disposition of Rule 16a-l(h) under the Exchange Act, or otherwise dispose shares of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any Common Shares, options or warrants to acquire Common Shares Stock or securities exchangeable convertible into or exercisable or exchangeable for Common Stock and will take reasonable steps to cause its transfer agent to enforce any such provision so as to limit the transfer or other disposition of those shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Shares (other than as contemplated by this Agreement with respect to the Shares); provided, however, that the Company may (i) grant Common Share awards or grant options to purchase Common Shares and issue Common Shares upon the exercise of options, in both cases, pursuant to the Equity Compensation Plan described in the Registration Statement, the General Disclosure Package and the Prospectus, provided, that all of the holders of such Common Share awards, options, or Common Shares issued upon the exercise of such options, agree not to sell, offer, dispose of or otherwise transfer any such options or Common Shares during such 45 day period without the prior written consent of KCM (which consent may be withheld at the sole discretion of KCM), (ii) issue Units in connection with the Company’s or a Subsidiary’s acquisition of properties or interests in the owners of properties, (iii) file a resale registration statement under the Securities Act with respect to Common Shares issuable upon exercise of outstanding Units, (iv) file a registration statement on Form S-8 under the Securities Act with respect to the registration of Common Shares to be issued under the Equity Compensation Plan described in the Registration Statement, the General Disclosure Package and the Prospectus, and (v) file and have declared effective by the Commission a shelf registration statement with respect to the primary offering of Common Shares and other securities of the Company or the Operating Partnership; provided that no securities may be issued pursuant to such shelf registration statement Stock during the 45 day period following the date of the ProspectusLock-Up Period.

Agreement Not to Offer or Sell Additional Securities. During the period of 45 days commencing on and including the date hereof and continuing through and including the 90th day following the date of the ProspectusProspectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of KCM Jefferies and BMO (which consent may be withheld at the in their sole discretion of KCMdiscretion), directly or indirectly, : (i) sell, offer, contract or grant any option offer to sell, pledgecontract to sell or lend any share capital of the Company, transfer whether in the form of ordinary shares, preferred shares or otherwise (“Share Capital”) or Related Securities (as defined below); (ii) effect any short sale, or establish an open or increase any “put equivalent position” within the meaning of (as defined in Rule 16a-l(h16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a‑1(b) under the Exchange Act) of any Share Capital or Related Securities; (iii) pledge, hypothecate or otherwise grant any security interest in any Share Capital or Related Securities; (iv) in any other way transfer or dispose of any Share Capital or transferRelated Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Share Capital or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of, of any Share Capital or Related Securities; (vii) file any registration statement under the Securities Act in respect of, of any Common Shares, options Share Capital or warrants to acquire Common Shares or securities exchangeable or exercisable for or convertible into Common Shares Related Securities (other than as contemplated by this Agreement with respect to the SharesOffered Securities); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (iA) grant Common effect the transactions contemplated hereby, (B) issue Share awards Capital of the Company or grant options to purchase Common Shares and Share Capital of the Company, or issue Common Shares Share Capital of the Company upon the exercise of options, in both cases, pursuant to the Equity Compensation Plan any share option, share bonus or other equity incentive or employee share purchase plan described in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus, provided, that all of but only if the holders of such Common Share awards, options, capital stock of the Company or Common Shares issued upon options agree in writing with the exercise of such options, agree Underwriters not to sell, offer, dispose of or otherwise transfer any such capital stock or options or Common Shares during such 45 day period Lock-up Period without the prior written consent of KCM Jefferies and BMO (which consent may be withheld at the in their sole discretion of KCMdiscretion), (iiC) issue Units Share Capital of the Company in connection with any joint venture, commercial or collaborative relationship or the acquisition or license by the Company of the securities, businesses, property or other assets of another person or entity or pursuant to any employee benefit plan as assumed by the Company in connection with any such acquisition, provided, however, in the case of this clause (C), (x) such Share Capital shall not in the aggregate exceed 7.5% of the number of Ordinary Shares outstanding immediately prior to giving effect to such issuance and (y) the recipients thereof provide to the Representatives a Lock-Up Agreement, (D) issue Ordinary Shares and warrants in a private placement to X. Xxxxx Dermatology Ltd. as described in the Prospectus (including the underlying Ordinary Shares upon exercise such warrants) and (E) issue Warrant Shares in connection with the Company’s or a Subsidiary’s acquisition of properties or interests in the owners of properties, (iii) file a resale registration statement under the Securities Act with respect to Common Shares issuable upon exercise of outstanding Unitsthe Offered Warrants. For purposes of the foregoing, (iv) file a registration statement on Form S-8 under the Securities Act with respect to the registration of Common Shares to be issued under the Equity Compensation Plan described in the Registration Statement, the General Disclosure Package and the Prospectus, and (v) file and have declared effective by the Commission a shelf registration statement with respect to the primary offering of Common Shares and other securities “Related Securities” shall mean any options or warrants evidencing Share Capital of the Company or the Operating Partnership; provided that no securities may be issued pursuant other rights to such shelf registration statement during the 45 day period following the date acquire Share Capital of the ProspectusCompany or any securities exchangeable or exercisable for or convertible into Share Capital of the Company, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Share Capital of the Company.

Agreement Not to Offer or Sell Additional Securities. During the period of 45 days following the date The Company will not, will cause each of the ProspectusSubsidiaries not to, and will cause each of their directors, officers and beneficial owners of greater than five percent (5%) of their respective capital stock to enter into agreements (the Company "Lock-Up Agreements") substantially in the form of Exhibit B to the effect that each of them will not, without the prior written consent of KCM Stifxx, Xxxxxxxx & Xompany, Incorporated (which consent may be withheld at the sole discretion of KCMStifxx, Xxxxxxxx & Xompany, Incorporated), during the period of 180 days following the date of the Prospectus, directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “"put equivalent position” " within the meaning of Rule 16a-l(h16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any shares of Common Stock, Shares, Warrants or Units, options or warrants to acquire shares of the Common Shares Stock, Shares, Warrants or Units or securities exchangeable or exercisable for or convertible into shares of Common Shares Stock, Shares, Warrants or Units (other than as contemplated by this Agreement with respect to the SharesUnits and other than a registration statement on Form S-8 with respect to any stock option plan, stock bonus or other stock plan or arrangement described in the Prospectus); provided, however, that pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Prospectus, the Company may (i) grant issue shares of its Common Share awards Stock or grant options to purchase its Common Shares and issue Stock, or Common Shares Stock upon the exercise of options, in both cases, pursuant to the Equity Compensation Plan described in the Registration Statement, the General Disclosure Package and the Prospectus, provided, that all of but only if the holders of such Common Share awardsshares, options, or Common Shares shares issued upon the exercise of such options, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options or Common Shares during such 45 180 day period without the prior written consent of KCM (which consent may be withheld at the sole discretion of KCM), (ii) issue Units in connection with the Company’s or a Subsidiary’s acquisition of properties or interests in the owners of properties, (iii) file a resale registration statement under the Securities Act with respect to Common Shares issuable upon exercise of outstanding Units, (iv) file a registration statement on Form S-8 under the Securities Act with respect to the registration of Common Shares to be issued under the Equity Compensation Plan described in the Registration Statement, the General Disclosure Package and the Prospectus, and (v) file and have declared effective by the Commission a shelf registration statement with respect to the primary offering of Common Shares and other securities of the Company or the Operating Partnership; provided that no securities may be issued pursuant to such shelf registration statement during the 45 day period following the date of the Prospectus.Stifel,

Agreement Not to Offer or Sell Additional Securities. During the period of 45 days commencing on the date hereof and ending on the 180th day following the date of the Prospectus, the Company and the Operating Partnership will not, without the prior written consent of KCM the Representatives (which consent may be withheld at the sole discretion of KCMthe Representatives), directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-l(h16a-1(h) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any Common SharesShares of Beneficial Interest, options or warrants to acquire Common Shares of Beneficial Interest or securities exchangeable or exercisable for or convertible into Common Shares of Beneficial Interest (including Partnership Units) (other than as contemplated by this Agreement with respect to the Common Shares); provided, however, that the Company may issue Shares of Beneficial Interest, Partnership Units or options or warrants to purchase its Shares of Beneficial Interest, or Shares of Beneficial Interest upon conversion of Partnership Units or exercise of options or warrants, (i) grant Common Share awards or grant options to purchase Common Shares and issue Common Shares upon the exercise of options, in both cases, pursuant to the Equity Compensation Plan any share option, share bonus or other incentive plan or arrangement described in the Registration Statement, the General Disclosure Package and the Prospectus, provided(ii) in connection with the Formation Transactions, that all or (iii) as consideration for the acquisition of assets but only if the holders of such Common Share awardsshares, Partnership Units, options, or Common Shares shares issued upon the conversion of Partnership Units or exercise of such optionsoptions or warrants, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares, Partnership Units or options or Common Shares warrants during such 45 180 day period without the prior written consent of KCM the Representatives (which consent may be withheld at the sole discretion of KCMthe Representatives). Notwithstanding the foregoing, if (iix) issue Units in connection with during the Company’s last 17 days of the 180-day restricted period the Company issues an earnings release or material news or a Subsidiary’s acquisition of properties or interests in the owners of properties, (iii) file a resale registration statement under the Securities Act with respect to Common Shares issuable upon exercise of outstanding Units, (iv) file a registration statement on Form S-8 under the Securities Act with respect material event relating to the registration Company occurs, or (y) prior to the expiration of Common Shares to be issued under the Equity Compensation Plan described in the Registration Statement180-day restricted period, the General Disclosure Package and Company announces that it will release earnings results during the Prospectus, and (v) file and have declared effective by 16-day period beginning on the Commission a shelf registration statement with respect to the primary offering of Common Shares and other securities last day of the Company 180-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the Operating Partnership; provided that no securities may be issued pursuant to such shelf registration statement during the 45 day period following the date occurrence of the Prospectusmaterial news or material event.

Agreement Not to Offer or Sell Additional Securities. During the period of 45 days commencing on and including the date hereof and continuing through and including the 60th day following the date of the ProspectusProspectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of KCM Jefferies (which consent may be withheld at the in its sole discretion of KCM), directly or indirectly, discretion): (i) sell, offer, contract or grant any option offer to sell, pledgecontract to sell, lend or in any way transfer or dispose of any Common Stock or Related Securities (as defined below); (ii) effect any short sale, or establish an open or increase any “put equivalent position” within the meaning of (as defined in Rule 16a-l(h16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Common Stock or Related Securities; (iii) pledge, hypothecate or otherwise dispose grant any security interest in any Common Stock or Related Securities; (iv) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Common Stock or transferRelated Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (v) announce the offering of, of any Common Stock or Related Securities; (vi) file any registration statement under the Securities Act in respect of, of any Common Shares, options Stock or warrants to acquire Common Shares or securities exchangeable or exercisable for or convertible into Common Shares Related Securities (other than as contemplated by this Agreement with respect to the SharesSecurities); or (vii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (iA) grant effect the transactions contemplated hereby and by the Indenture (including, without limitation, the issuance of the Conversion Shares upon conversion of the Securities), (B) issue Common Share awards Stock or grant options to purchase Common Shares and Stock, or issue Common Shares Stock upon the exercise of options, in both casesany options to purchase Common Stock, pursuant to any stock option, stock bonus or other stock plan or arrangement outstanding as of the Equity Compensation Plan date hereof and described in the Registration Statement, the General Disclosure Package and Time of Sale Prospectus or the Prospectus, provided, that all (C) issue Common Stock pursuant to the terms of any securities of the holders of Company outstanding on the date hereof and any indentures governing such Common Share awards, options, or Common Shares issued upon the exercise of such options, agree not to sell, offer, dispose of or otherwise transfer any such options or Common Shares during such 45 day period without the prior written consent of KCM (which consent may be withheld at the sole discretion of KCM)securities, (ii) issue Units in connection with the Company’s or a Subsidiary’s acquisition of properties or interests in the owners of properties, (iii) file a resale registration statement under the Securities Act with respect to Common Shares issuable upon exercise of outstanding Units, (ivD) file a registration statement on Form S-8 under or other appropriate forms as required by the Securities Act with respect Act, and any amendments thereto, relating to the registration any Common Stock or any other of Common Shares our equity-based securities issuable pursuant to be issued under the Equity Compensation Plan any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the General Disclosure Package Time of Sale Prospectus or the Prospectus and (E) file a registration statement on Form S-4 or other appropriate forms as required by the ProspectusSecurities Act, and any amendments to such forms, related to any Common Stock or any other of our equity securities issuable in connection with any merger, acquisition or other business combination, provided that three days’ advance notice of such filing is provided to Jefferies and provided, further, that the aggregate amount of any Common Stock or any other of the Company’s equity securities issuable pursuant to this clause (vF) file and have declared effective by shall not exceed 5% of the Commission Common Stock outstanding as of the date hereof. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Common Stock or any securities exchangeable or exercisable for or convertible into Common Stock, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Common Stock. If (i) during the last 17 days of the 60-day initial lock-up period, the Company issues an earnings release or announces material news or a shelf registration statement with respect material event relating to the primary offering Company, or (ii) prior to the expiration of Common Shares and other securities such period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of such period, then in each case the Lock-up Period will be extended until the expiration of the Company or the Operating Partnership; provided that no securities may be issued pursuant to such shelf registration statement during the 45 18-day period following beginning on the date of the Prospectusissuance of the earnings release or the announcement of the material news or material event, as applicable, unless Jefferies waives, in writing, such extension (which waiver may be withheld in its sole discretion); provided, however, that if FINRA Rule 2711 is amended to eliminate “quiet period” restrictions on the publication of research prior to or after termination of a lock-up, such extension shall not apply. The Company will provide the Representative with prior notice of any such announcement that gives rise to an extension of the Lock-up Period.

Agreement Not to Offer or Sell Additional Securities. During the period of 45 days commencing on the date hereof and ending on the 180th day following the date of the Prospectus, the Company will not, without the prior written consent of KCM the Underwriter (which consent may be withheld at the sole discretion of KCMthe Underwriter), directly or indirectly, sell, offeroffer to sell, contract or grant any option to sell, pledge, hypothecate, grant any option to purchase, transfer or otherwise dispose of, grant any rights with respect to, or file a registration statement with the Commission in respect of, or establish an open “or increase a put equivalent position” position or liquidate or decrease a call equivalent position within the meaning of Rule 16a-l(h) under Section 16 of the Exchange Act, or otherwise dispose be the subject of any hedging, short sale, derivative or transferother transaction that is designed to, or announce the offering ofreasonably expected to lead to, or file any registration statement under result in, the Securities Act in respect effective economic disposition of, any shares of Common SharesStock, options or warrants to acquire shares of the Common Shares Stock or securities exchangeable or exercisable for or convertible into shares of Common Shares Stock, or publicly announce an intention to do any of the foregoing (other than as contemplated by this Agreement with respect to the SharesCommon Shares and the Underwriter’s Warrant (as defined)); provided, however, that the Company may (i) grant issue shares of its Common Share Stock or options or other awards or grant options to purchase its Common Shares and issue Stock, or Common Shares Stock upon the exercise of options, in both caseswarrants or convertible securities, pursuant to the Equity Compensation Plan any stock option, stock bonus or other incentive plan or other arrangement described in the Registration Statement, the General Disclosure Package and the Prospectus, provided, that all of but only if the holders of such Common Share shares, options or other awards, options, or Common Shares shares issued upon the exercise of such options, warrants or convertible securities agree in writing not to sell, offer, dispose of or otherwise transfer any such shares, options or Common Shares warrants during such 45 180 day period without the prior written consent of KCM the Underwriter (which consent may be withheld at the sole discretion of KCMthe Underwriter). Notwithstanding restrictions set forth above in the Section 3(m), (ii) issue Units in connection with the Company’s or a Subsidiary’s acquisition of properties or interests in the owners of properties, (iii) Company shall be permitted to file a resale registration statement under in compliance with existing agreements of the Securities Act with respect to Company that require such filing respecting shares of Common Shares Stock issuable upon conversion of the Company’s 12% Convertible Promissory Notes, upon exercise of warrants issued in connection therewith and other outstanding Unitswarrants (including the Underwriter’s Warrant (as defined below)) and rights, (iv) file a and upon conversion by existing holders of other convertible notes who entered into note conversion agreements and addenda thereto. The filing of such resale registration statement shall in not act as a waiver of, or in any way affect the Company’s or the Underwriter’s rights under written lock-up agreements. Notwithstanding the foregoing, if (a) during the period that begins on Form S-8 under the Securities Act with respect date that is 15 calendar days plus three business days before the last day of the 180-day restricted period and ends on the last day of the 180-day restricted period, the Company issues an earnings release or material news or a material event relating to the registration Company occurs; or (b) prior to the expiration of Common Shares the 180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day restricted period, then the restrictions imposed in this clause shall continue to be issued under apply until the Equity Compensation Plan expiration of the date that is 15 calendar days plus three business days after the date on which the issuance of the earnings release or the material news or material event occurs, unless the Underwriter waives such extension. The Company will provide the Underwriter and each individual subject to the 180-day restricted period pursuant to the lock-up agreements described in the Registration Statement, the General Disclosure Package and the Prospectus, and (vSection 6(j) file and have declared effective by the Commission a shelf registration statement with respect prior notice of any such announcement that gives rise to the primary offering of Common Shares and other securities an extension of the Company or the Operating Partnership; provided that no securities may be issued pursuant to such shelf registration statement during the 45 180-day period following the date of the Prospectusrestricted period.

Agreement Not to Offer or Sell Additional Securities. During the period of 45 days following the date of the Prospectus, the Company will not, without the prior written consent of KCM the Representatives (which consent may be withheld at the sole discretion of KCMthe Representatives), directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-l(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any Common Shares, options or warrants to acquire Common Shares or securities exchangeable or exercisable for or convertible into Common Shares (other than as contemplated by this Agreement with respect to the Shares); provided, however, that the Company may (i) grant Common Share awards or grant options to purchase Common Shares and issue Common Shares upon the exercise of options, in both cases, pursuant to the Equity Compensation Plan Plans described in the Registration Statement, the General Disclosure Package and the Prospectus, provided, that all of the holders of such Common Share awards, options, or Common Shares issued upon the exercise of such options, agree not to sell, offer, dispose of or otherwise transfer any such options or Common Shares during such 45 day period without the prior written consent of KCM the Representatives (which consent may be withheld at the sole discretion of KCMthe Representatives), (ii) issue Units in connection with the Company’s or a Subsidiary’s acquisition of properties or interests in the owners of properties, (iii) file a resale registration statement under the Securities Act with respect to Common Shares issuable upon exercise of outstanding Units, and (iv) file a registration statement on Form S-8 under the Securities Act with respect to the registration of Common Shares to be issued under the Equity Compensation Plan Plans described in the Registration Statement, the General Disclosure Package and the Prospectus, and (v) file and have declared effective by the Commission a shelf registration statement with respect to the primary offering of Common Shares and other securities of the Company or the Operating Partnership; provided that no securities may be issued pursuant to such shelf registration statement during the 45 day period following the date of the Prospectus.

Agreement Not to Offer or Sell Additional Securities. During the period of 45 days commencing on the date hereof and ending on the 90th day following the date of the Final Prospectus, the Company will not, without the prior written consent of KCM the Underwriter (which consent may be withheld at the sole discretion of KCMthe Underwriter), directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-l(h16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any shares of Common SharesStock, options or warrants to acquire shares of the Common Shares Stock or securities exchangeable or exercisable for or convertible into shares of Common Shares (other than as contemplated by this Agreement with respect to the Shares)Stock; provided, however, that the Company may (i) grant issue shares of its Common Share awards Stock or grant options to purchase its Common Shares and issue Stock, or Common Shares Stock upon the exercise of options, in both cases, pursuant to the Equity Compensation any Stock Plan or arrangement described in the Registration StatementFinal Prospectus or the Company’s Proxy Statement on Schedule 14A filed with the Commission on March 5, 2004 or with respect to which registration statements on Form S-8 have been filed by the General Disclosure Package Company with the Commission and have been declared effective on or prior to the Prospectus, provided, that all date of the holders of such Common Share awards, options, or Common Shares issued upon the exercise of such options, agree not to sell, offer, dispose of or otherwise transfer any such options or Common Shares during such 45 day period without the prior written consent of KCM (which consent may be withheld at the sole discretion of KCM), this Agreement; (ii) issue Units in connection with shares of its Common Stock upon conversion of the Company’s or a Subsidiary’s acquisition Notes pursuant to the terms of properties or interests in the owners of properties, such Notes; and (iii) file a resale registration statement under the Securities Act with respect or an amendment to Common Shares issuable upon exercise of outstanding Units, (iv) file a registration statement on Form S-8 under the Securities Act with respect Act, in each case in relation to the registration Notes or the shares of Common Shares Stock into which the Notes are convertible. Notwithstanding the foregoing, if (x) during the last 17 days of the 90-day restricted period the Company issues an earnings release or material news or a material event relating to be issued under the Equity Compensation Plan described in Company occurs; or (y) prior to the Registration Statementexpiration of the 90-day restricted period, the General Disclosure Package Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period; the restrictions imposed in this clause (m) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event; provided however, that this sentence shall not apply if the research published or distributed on the Company is compliant under Rule 139 of the Securities Act and the Prospectus, and (vCompany’s securities are actively traded as defined in Rule 101(c)(1) file and have declared effective by the Commission a shelf registration statement with respect to the primary offering of Common Shares and other securities Regulation M of the Company or the Operating Partnership; provided that no securities may be issued pursuant to such shelf registration statement during the 45 day period following the date of the ProspectusExchange Act.

Agreement Not to Offer or Sell Additional Securities. During the period of 45 days commencing on the date hereof and ending on the 180th day following the date of the Prospectus, the Company will not, without the prior written consent of KCM BAS and Citigroup (which consent may be withheld at the sole discretion of KCMBAS and Citigroup), directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “"put equivalent position” " within the meaning of Rule 16a-l(h16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any shares of Common SharesStock, options or warrants to acquire shares of the Common Shares Stock or securities exchangeable or exercisable for or convertible into shares of Common Shares Stock (other than as contemplated by this Agreement with respect to the SharesCommon Shares or pursuant to the registration statement on Form S-11 (File No. 333-116408), including amendments thereto, covering the resale of up to 37,404,862 shares of the Company's Common Stock issued in connection with private offerings of its Common Stock completed in December 2003 and January 2004); provided, however, that the Company may (i) grant issue shares of its Common Share awards Stock or grant options to purchase its Common Shares and issue Stock, or Common Shares Stock upon the exercise of options, in both cases, pursuant to the Equity Compensation Plan any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the General Disclosure Package and the Prospectus, provided, that all of but only if the holders of such Common Share awardsshares, options, or Common Shares shares issued upon the exercise of such options, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options or Common Shares during such 45 180 day period without the prior written consent of KCM BAS and Citigroup (which consent may be withheld at the sole discretion of KCMthe BAS and Citigroup). Notwithstanding the foregoing, if (iix) issue Units in connection with during the Company’s last 17 days of the 180-day restricted period the Company issues an earnings release or material news or a Subsidiary’s acquisition of properties or interests in the owners of properties, (iii) file a resale registration statement under the Securities Act with respect to Common Shares issuable upon exercise of outstanding Units, (iv) file a registration statement on Form S-8 under the Securities Act with respect material event relating to the registration Company occurs, or (y) prior to the expiration of Common Shares to be issued under the Equity Compensation Plan described in the Registration Statement180-day restricted period, the General Disclosure Package and Company announces that it will release earnings results during the Prospectus, and (v) file and have declared effective by 16-day period beginning on the Commission a shelf registration statement with respect to the primary offering of Common Shares and other securities last day of the Company 180-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the Operating Partnership; provided that no securities may be issued pursuant to such shelf registration statement during the 45 day period following the date occurrence of the Prospectusmaterial news or material event.

Agreement Not to Offer or Sell Additional Securities. During the period of 45 days following the date of the Prospectus, the Company The Selling Stockholder will not, without during the Lock-Up Period, make a disposition of Securities (as defined in Exhibit A hereto) now owned or hereafter acquired directly by the Selling Stockholder or with respect to which the Selling Stockholder has or hereafter acquires the power of disposition, otherwise than (i) as a bona fide gift or gifts, provided the donee or donees thereof agree in writing to be bound by this restriction, (ii) as a distribution to participants of the Selling Stockholder in connection with the termination of employment of any such participant (it being understood that any such participant that is subject to a lock-up agreement will be bound by the terms of such agreement with respect to any shares acquired by such participant from the Selling Stockholder or the Stock Growth Plan), (iii) sales of shares of Class B Common Stock by the Selling Stockholder to the Stock Growth Plan in a manner, and in amounts, consistent with past practice of the Selling Stockholder, (iv) with respect to dispositions of Common Stock acquired on the open market or (v) with the prior written consent of KCM BancBoston Xxxxxxxxx Xxxxxxxx Inc. The foregoing restriction has been expressly agreed to preclude the holder of the Securities from engaging in any hedging or other transaction which is designed to or reasonably expected to lead to or result in a disposition of Securities during the Lock-Up Period, even if such Securities would be disposed of by someone other than the Selling Stockholder. Such prohibited hedging or other transactions would include, without limitation, any short sale (which consent may be withheld at whether or not against the sole discretion of KCM)box) or any purchase, directly or indirectly, sell, offer, contract sale or grant of any option to sellright (including, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-l(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect ofwithout limitation, any Common Shares, options put or warrants call option) with respect to acquire Common Shares any Securities or securities exchangeable or exercisable for or convertible into Common Shares with respect to any security (other than as contemplated by this Agreement with respect a broad-based market basket or index) that includes, relates to or derives any significant part of its value from Securities. Furthermore, such person has also agreed and consented to the Shares); provided, however, that the Company may (i) grant Common Share awards or grant options to purchase Common Shares and issue Common Shares upon the exercise entry of options, in both cases, pursuant to the Equity Compensation Plan described in the Registration Statement, the General Disclosure Package and the Prospectus, provided, that all of the holders of such Common Share awards, options, or Common Shares issued upon the exercise of such options, agree not to sell, offer, dispose of or otherwise stop transfer any such options or Common Shares during such 45 day period without the prior written consent of KCM (which consent may be withheld at the sole discretion of KCM), (ii) issue Units in connection instructions with the Company’s or a Subsidiary’s acquisition 's transfer agent against the transfer of properties or interests in the owners of properties, (iii) file a resale registration statement under the Securities Act held by such person except in compliance with respect to Common Shares issuable upon exercise of outstanding Units, (iv) file a registration statement on Form S-8 under the Securities Act with respect to the registration of Common Shares to be issued under the Equity Compensation Plan described in the Registration Statement, the General Disclosure Package and the Prospectus, and (v) file and have declared effective by the Commission a shelf registration statement with respect to the primary offering of Common Shares and other securities of the Company or the Operating Partnership; provided that no securities may be issued pursuant to such shelf registration statement during the 45 day period following the date of the Prospectusthis restriction.

Agreement Not to Offer or Sell Additional Securities. During the period of 45 days following the date of the Prospectus, the Company Such Selling Stockholder will not, without the prior written consent of KCM the Representatives (which consent may be withheld at the in their sole discretion of KCMdiscretion), directly or indirectly, sell, offer, contract or grant any option to sellsell (including without limitation any short sale), pledge, transfer or transfer, establish an open “put equivalent position” within the meaning of Rule 16a-l(h16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any shares of Common SharesStock, options or warrants to acquire shares of Common Shares Stock, or securities exchangeable or exercisable for or convertible into shares of Common Shares Stock currently or hereafter owned either of record or beneficially (as defined in Rule 13d-3 under Securities Exchange Act of 1934, as amended) by the undersigned, or publicly announce the undersigned’s intention to do any of the foregoing, for a period commencing on the date hereof and continuing through the close of trading on the date 90 days after the date of the Prospectus. The foregoing sentence shall not apply to (i) transactions relating to shares of Common Stock or other than as contemplated securities acquired in open market transactions after completion of the Offering, (ii) the transfer of any or all of the shares of Common Stock owned by this Agreement with respect any Selling Stockholder, either during his lifetime or on death, by gift, will or intestate succession to the Shares)immediate family of such Selling Stockholder or to a trust the beneficiaries of which are exclusively the Selling Stockholder and/or a member or members of his immediate family, (iii) the transfer of any or all of the shares of Common Stock to any direct or indirect affiliates of the Selling Stockholder (as defined in Rule 405 under the Securities Act) or (iv) if the Selling Stockholder is a corporation, partnership or other business entity, (a) in connection with the merger, sale or other bona fide transfer in a single transaction of all or substantially all of such Selling Stockholder’s assets not undertaken for the purposes of avoiding restrictions imposed hereby or (b) as part of a distribution without consideration from such Selling Stockholder to its equity holders on a pro rata basis; provided, however, that the Company may (i) grant Common Share awards or grant options to purchase Common Shares and issue Common Shares upon the exercise of options, in both cases, pursuant to the Equity Compensation Plan described in the Registration Statement, the General Disclosure Package and the Prospectus, provided, that all case of the holders of such Common Share awards, options, or Common Shares issued upon the exercise of such options, agree not to sell, offer, dispose of or otherwise transfer any such options or Common Shares during such 45 day period without the prior written consent of KCM (which consent may be withheld at the sole discretion of KCM), (ii) issue Units in connection with the Company’s or a Subsidiary’s acquisition of properties or interests in the owners of properties), (iii) file and (iv), it shall be a resale registration statement under condition precedent to such transfer that the transferee executes and delivers to Banc of America Securities Act LLC and Credit Suisse First Boston LLC an agreement stating that the transferee is receiving and holding the Common Stock subject to the provisions of this Section 3(B)(a), and there shall be no further transfer of such Common Stock except in accordance with respect this Section. This Section 3(B)(a) (including, without limitation, the foregoing two sentences) is not intended to, and shall not be deemed to, apply to Common Shares issuable upon any exercise of outstanding Units, (iv) file a registration statement on Form S-8 under the Securities Act with respect warrants or options or to any sale of securities to the registration of Common Shares to be issued under the Equity Compensation Plan described Underwriters, in each case as contemplated in the Registration StatementProspectus. Notwithstanding the foregoing, if (x) during the last 17 days of the 90-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or (y) prior to the expiration of the 90-day restricted period, the General Disclosure Package and Company announces that it will release earnings results during the Prospectus, and (v) file and have declared effective by 16-day period beginning on the Commission a shelf registration statement with respect to the primary offering of Common Shares and other securities last day of the Company 90-day period, the restrictions imposed by this Section 3(B)(a) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the Operating Partnership; provided that no securities may be issued pursuant to such shelf registration statement during the 45 day period following the date occurrence of the Prospectusmaterial news or material event.

Agreement Not to Offer or Sell Additional Securities. (I) During the period of 45 days commencing on and including the date hereof and continuing through and including the 90th day following the date of the ProspectusProspectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of KCM the Representative (which consent may be withheld at the in its sole discretion of KCMdiscretion), directly or indirectly, : (i) sell, offer, contract or grant any option offer to sell, pledgecontract to sell or lend any Common Stock, transfer or options, rights or warrants to acquire Common Stock or securities exchangeable or exercisable for or convertible into Common Stock (such options, rights, warrants and exchangeable or convertible securities, the “Related Securities”); (ii) effect any short sale, or establish an open or increase any “put equivalent position” within the meaning of (as defined in Rule 16a-l(h16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position “ (as defined in Rule 16a-1(b) under the Exchange Act) of any Common Stock or Related Securities; (iii) pledge, hypothecate or otherwise grant any security interest in; (iv) in any other way transfer or dispose of any Common Stock or transferRelated Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Common Stock or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of, of any Common Stock or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of, of any Common Shares, options Stock or warrants to acquire Common Shares or securities exchangeable or exercisable for or convertible into Common Shares Related Securities (other than (A) as contemplated by this Agreement with respect to the SharesSecurities or (B) with respect to a registration statement on Form S-8 or amendment to an effective registration statement on Form S-8 previously filed with the Commission); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (iA) grant effect the transactions contemplated hereby, (B) issue shares of Common Share awards Stock upon the conversion of convertible notes or grant the exercise of issued and outstanding warrants described in the Registration Statement, Time of Sale Prospectus and the Prospectus, provided that such securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities or to extend the term of such securities, and (C) issue Common Stock or options to purchase Common Shares and Stock or issue Common Shares Securities upon the exercise of options, in both cases, pursuant to the Equity Compensation Plan any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the ProspectusProspectus or as such stock plans or arrangements may be amended with the approval of the stockholders of the Company, provided, further, that all of the holders each newly appointed director or executive officer that is a recipient of such Common Share awards, options, Stock or Common Shares issued upon options shall enter into a Lock-Up Agreement in the exercise of such options, agree form set forth as Exhibit D hereto with the Underwriters not to sell, offer, dispose of or otherwise transfer any such Common Stock or options or Common Shares during such 45 day period Lock-up Period without the prior written consent of KCM PSC (which consent may be withheld at the in its sole discretion of KCMdiscretion), (ii) issue Units in connection with the Company’s or a Subsidiary’s acquisition of properties or interests in the owners of properties, (iii) file a resale registration statement under the Securities Act with respect to Common Shares issuable upon exercise of outstanding Units, (iv) file a registration statement on Form S-8 under the Securities Act with respect to the registration of Common Shares to be issued under the Equity Compensation Plan described in the Registration Statement, the General Disclosure Package and the Prospectus, and (v) file and have declared effective by the Commission a shelf registration statement with respect to the primary offering of Common Shares and other securities of the Company or the Operating Partnership; provided that no securities may be issued pursuant to such shelf registration statement during the 45 day period following the date of the Prospectus.

Agreement Not to Offer or Sell Additional Securities. During the period of 45 days commencing on the date hereof and ending on the 90th day following the date of the Prospectus, the Company and its subsidiaries will not, without the prior written consent of KCM (which consent may be withheld at the sole discretion of KCM)Representatives and the Borrowers, directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-l(h16a-1(h) under the Exchange Act, or otherwise dispose of or transfertransfer (or enter into any transaction that is designed to, or might reasonably be expected to, result in the disposition of), or announce the offering of, or file any registration statement under the Securities Act in respect of, any (A) debt securities convertible into Common SharesStock, (B) shares of Common Stock, (C) options or warrants to acquire shares of the Common Shares Stock or (D) securities exchangeable or exercisable for or convertible into debt securities convertible into Common Shares Stock or shares of Common Stock (other than as contemplated by this Agreement with respect to the SharesShares and the transactions pursuant to the Share Lending Agreement); provided, however, that the Company may (i) grant file a registration statement on Form S-8, (ii) issue shares of its Common Stock pursuant to the Share awards Lending Agreements, (iii) enter into and consummate the Hedge Transactions, (iii) issue shares of its Common Stock upon exercise of warrants described in the Prospectus and (iv) issue shares of its Common Stock or grant options to purchase its Common Shares and issue Common Shares Stock upon the exercise of options, in both cases, each case pursuant to the Equity Compensation Plan any stock option, stock bonus or other stock plan or arrangement currently in effect described in the Registration Statement, the General Disclosure Package and the Prospectus, provided, that all of but only if the holders of such Common Share awardsshares, options, or Common Shares shares issued upon the exercise of such optionsoptions or warrants, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options or Common Shares during such 45 90-day period without the prior written consent of KCM the Representatives and the Borrowers (which consent may be withheld at the sole discretion of KCMthe Representatives and the Borrowers), (ii) issue Units in connection with subject to the Company’s or a Subsidiary’s acquisition of properties or interests exceptions contained in the owners Lock-Up Agreement (as defined below). Notwithstanding the foregoing, if (x) during the last 17 days of propertiesthe 90-day restricted period, the Company issues an earnings release, or (iiiy) file a resale registration statement under the Securities Act with respect to Common Shares issuable upon exercise of outstanding Units, (iv) file a registration statement on Form S-8 under the Securities Act with respect prior to the registration expiration of Common Shares to be issued under the Equity Compensation Plan described in the Registration Statement90-day restricted period, the General Disclosure Package and Company announces that it will release earnings results during the Prospectus, and (v) file and have declared effective by 16-day period beginning on the Commission a shelf registration statement with respect to the primary offering of Common Shares and other securities last day of the Company or 90-day period, the Operating Partnership; provided that no securities may be issued pursuant restrictions imposed in this clause shall continue to such shelf registration statement during apply until the 45 expiration of the 18-day period following beginning on the date of the Prospectusissuance of the earnings release. The Company will provide the Representatives and the Borrowers and any co-managers and each individual subject to the restricted period pursuant to the lockup letters described in Section 5(j) with prior notice of any such announcement that gives rise to an extension of the restricted period.

Agreement Not to Offer or Sell Additional Securities. During the period of 45 days commencing on the date hereof and ending on the 180th day following the date of the Prospectus, the Company will not, without the prior written consent of KCM Piper and BAS (which consent may be withheld at the sole discretion of KCMPiper and BAS), directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “"put equivalent position” " within the meaning of Rule 16a-l(h16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any shares of Common SharesStock, options or warrants to acquire shares of the Common Shares Stock or securities exchangeable or exercisable for or convertible into shares of Common Shares Stock or publicly announce the intention to do any of the foregoing (other than as contemplated by this Agreement with respect to the Common Shares); provided, however, that the Company may (ia) grant issue shares of its Common Share awards Stock or grant options to purchase its Common Shares and issue Stock, or Common Shares Stock upon the exercise of options, in both casesoptions or warrants, pursuant to the Equity Compensation Plan any warrant, stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the General Disclosure Package and the Prospectus, provided, that all of but only if (i) the holders of such Common Share awardswarrants, shares, options, or Common Shares shares issued upon the exercise of such options, agree not to sell, offer, dispose warrants or options have executed a lock up agreement in the form of Exhibit E hereto or otherwise transfer any such options or Common Shares during such 45 day period without the prior written consent of KCM (which consent may be withheld at the sole discretion of KCM), (ii) issue Units in connection with the Company’s such warrants, shares, options or a Subsidiary’s acquisition of properties or interests in the owners of properties, (iii) file a resale registration statement under the Securities Act with respect to Common Shares issuable shares issued upon exercise of outstanding Unitssuch warrants or options are not exercisable by their terms during the period commencing on the date hereof and ending on the 180th day following the date of the Prospectus, as such period may be extended pursuant to this Section 3A(l), or (ivb) file a registration statement on Form S-8 under the Securities Act with respect to the registration shares of Common Shares to be issued under the Equity Compensation Plan described in the Registration Statement, the General Disclosure Package and the Prospectus, and (v) file and have declared effective by the Commission a shelf registration statement with respect Stock subject to the primary offering of Common Shares and other securities of the Company stock options issued or the Operating Partnership; provided that no securities may to be issued pursuant to such shelf registration statement any stock option, stock bonus or other stock plan or arrangement described in the Prospectus, or (c) issue shares of its Common Stock or options to purchase its Common Stock to the extent the Company is required to do so in connection with the transactions contemplated by each of the Note Contribution and Exchange Agreement, dated as of April 4, 2005 (filed as Exhibit 2.3 to the Registration Statement) and the Agreement and Plan of Merger, dated as of April 4, 2005 (filed as Exhibit 2.1 to the Registration Statement). Notwithstanding the foregoing, if (x) during the 45 last 17 days of the 180-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or (y) prior to the expiration of the 180-day restricted period, the Company announces that it will release earnings results during the 16-day period following beginning on the date last day of the Prospectus180-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Agreement Not to Offer or Sell Additional Securities. During the period of 45 60 days (“Lock-Up Period”) following the date of the Prospectus, the Company will not, without the prior written consent of KCM the Representative (which consent may be withheld at the sole discretion of KCMthe Representative), directly or indirectly, (i) offer, pledge, sell, offercontract to sell, contract or grant any option to sell, pledgesell any option or contract to purchase, transfer purchase any option or contract to sell, grant any option, right or warrant to purchase or establish an open “put equivalent position” within the meaning of Rule 16a-l(h) under the Exchange Act, or otherwise dispose of or transfer, any Preferred Shares or announce any preferred shares ranking on par with or senior to the offering ofPreferred Shares, including the 2011 Preferred Shares, or file any registration statement under the Securities Act in respect of, any Common Shares, options or warrants to acquire Common Preferred Shares or securities exchangeable or exercisable for or convertible into Common Preferred Shares or preferred shares ranking on par with or senior to the Preferred Shares (other than as contemplated by this Agreement with respect to the Shares); provided, however, that the Company may (i) grant Common Share awards or grant options to purchase Common Shares and issue Common Shares upon the exercise of options, in both cases, pursuant to the Equity Compensation Plan described in the Registration Statement, the General Disclosure Package and the Prospectus, provided, that all of the holders of such Common Share awards, options, or Common Shares issued upon the exercise of such options, agree not to sell, offer, dispose of or otherwise transfer any such options or Common Shares during such 45 day period without the prior written consent of KCM (which consent may be withheld at the sole discretion of KCM), (ii) issue Units enter into any swap or any other agreement or any transaction that transfers, in connection with whole or in part, directly or indirectly, the Company’s economic consequence of ownership of the Preferred Shares or a Subsidiary’s acquisition such parity or senior preferred shares, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of properties Preferred Shares, such parity or interests senior preferred shares, in the owners of propertiescash or otherwise, or (iii) announce the offering of, or file a resale or cause to be filed any registration statement under the Securities Act with respect to Common to, any Preferred Shares issuable upon exercise of outstanding Units, (iv) file a registration statement or any preferred shares ranking on Form S-8 under the Securities Act par with respect or senior to the registration of Common Preferred Shares or any options or warrants to acquire Preferred Shares or securities exchangeable or exercisable for or convertible into Preferred Shares or preferred shares ranking on par with or senior to the Preferred Shares. The foregoing sentence shall not apply to the Shares to be issued under sold hereunder. Notwithstanding the Equity Compensation Plan described in foregoing, if (1) during the Registration Statementlast 17 days of the Lock-Up Period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the Lock-Up Period, the General Disclosure Package and Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the Prospectus, and (v) file and have declared effective by 16-day period beginning on the Commission a shelf registration statement with respect to the primary offering of Common Shares and other securities last day of the Company Lock-Up Period, the restrictions imposed in this clause (l) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the Operating Partnership; provided that no securities may be issued pursuant to such shelf registration statement during the 45 day period following the date occurrence of the Prospectusmaterial news or material event.

Agreement Not to Offer or Sell Additional Securities. During the period of 45 days commencing on the date hereof and ending on the 180th day following the date of the Prospectus, (the “Lock-up Period”) the Company will not, without the prior written consent of KCM the Representatives (which consent may be withheld at the sole discretion of KCMthe Representatives), directly or indirectly, sell, offeroffer to sell, contract or grant any option to sell, pledge, hypothecate, grant any option to purchase, transfer or otherwise dispose of, grant any rights with respect to, or file a registration statement with the Commission in respect of, or establish an open “or increase a put equivalent position” position or liquidate or decrease a call equivalent position within the meaning of Rule 16a-l(h) under Section 16 of the Exchange Act, or otherwise dispose be the subject of any hedging, short sale, derivative or transferother transaction that is designed to, or announce the offering ofreasonably expected to lead to, or file any registration statement under result in, the Securities Act in respect effective economic disposition of, any shares of Common SharesStock, options or warrants to acquire shares of the Common Shares Stock or securities exchangeable or exercisable for or convertible into shares of Common Shares Stock, or publicly announce an intention to do any of the foregoing (other than as contemplated by this Agreement with respect to the Offered Shares)) or publicly announce the Company’s intention to do any of the foregoing; provided, however, that the Company may (i) grant issue shares of its Common Share Stock or options or other awards or grant options to purchase its Common Shares and issue Stock, or Common Shares Stock upon the exercise of options, in both caseswarrants or convertible securities, pursuant to the Equity Compensation Plan any stock option, stock bonus or other incentive plan or other arrangement described in the Registration Statement, the General Disclosure Package and the Prospectus, provided, that all of but only if the holders of such Common Share shares, options or other awards, options, or Common Shares shares issued upon the exercise of such options, warrants or convertible securities agree in writing not to sell, offer, dispose of or otherwise transfer any such shares, options or Common Shares warrants during such 45 day period Lock-up Period without the prior written consent of KCM the Representatives (which consent may be withheld at the sole discretion of KCMthe Representatives). Notwithstanding the foregoing, if (iia) issue Units in connection with during the Company’s period that begins on the date that is 15 calendar days plus three business days before the last day of the Lock-up Period and ends on the last day of the Lock-up Period, the Company issues an earnings release or material news or a Subsidiary’s acquisition of properties or interests in the owners of properties, (iii) file a resale registration statement under the Securities Act with respect to Common Shares issuable upon exercise of outstanding Units, (iv) file a registration statement on Form S-8 under the Securities Act with respect material event relating to the registration Company occurs; or (b) prior to the expiration of Common Shares the Lock-up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-up Period, then the restrictions imposed in this clause shall continue to be issued under apply until the Equity Compensation Plan expiration of the date that is 15 calendar days plus three business days after the date on which the issuance of the earnings release or the material news or material event occurs, unless the Representatives waive such extension. The Company will provide the Representatives and each individual subject to the 180-day restricted period pursuant to the lock-up agreements described in the Registration Statement, the General Disclosure Package and the Prospectus, and (vSection 3(B)(a) file and have declared effective by the Commission a shelf registration statement with respect prior notice of any such announcement that gives rise to the primary offering of Common Shares and other securities an extension of the Company Lock-Up Period or the Operating Partnership; provided that no securities may be issued pursuant to such shelf registration statement during the 45 such180-day period following the date of the Prospectusrestricted period.

Agreement Not to Offer or Sell Additional Securities. During the period of 45 days following the date of the ProspectusOther than as contemplated by this Agreement, the Company such Selling Stockholder will not, without the prior written consent of KCM BAS (which consent may be withheld at the in its sole discretion of KCMdiscretion), directly or indirectly, sell, offer, contract or grant any option to sellsell (including without limitation any short sale), pledge, transfer or transfer, establish an open “put equivalent position” within the meaning of Rule 16a-l(h16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any shares of Common SharesStock, options or warrants to acquire shares of Common Shares Stock, or securities exchangeable or exercisable for or convertible into shares of Common Shares Stock currently or hereafter owned either of record or beneficially (other than as contemplated defined in Rule 13d-3 under the Exchange Act) by this Agreement with respect such Selling Stockholder, or publicly announce such Selling Stockholder’s intention to the Shares); provided, however, that the Company may (i) grant Common Share awards or grant options to purchase Common Shares and issue Common Shares upon the exercise of options, in both cases, pursuant to the Equity Compensation Plan described in the Registration Statement, the General Disclosure Package and the Prospectus, provided, that all do any of the holders foregoing, for a period commencing on the date hereof and continuing through the close of such Common Share awards, options, or Common Shares issued upon trading on the exercise of such options, agree not to sell, offer, dispose of or otherwise transfer any such options or Common Shares during such 45 day period without the prior written consent of KCM (which consent may be withheld at the sole discretion of KCM), (ii) issue Units in connection with the Company’s or a Subsidiary’s acquisition of properties or interests in the owners of properties, (iii) file a resale registration statement under the Securities Act with respect to Common Shares issuable upon exercise of outstanding Units, (iv) file a registration statement on Form S-8 under the Securities Act with respect to the registration of Common Shares to be issued under the Equity Compensation Plan described in the Registration Statement, the General Disclosure Package and the Prospectus, and (v) file and have declared effective by the Commission a shelf registration statement with respect to the primary offering of Common Shares and other securities of the Company or the Operating Partnership; provided that no securities may be issued pursuant to such shelf registration statement during the 45 day period following date 21 days after the date of the Prospectus. The foregoing restrictions shall not apply to (A) transfers by way of testate or intestate succession or by operation of law, (B) transfers to members of the immediate family of such Selling Stockholder or to a trust, partnership, limited liability company or other entity, all of the beneficial interests of which are held by such Selling Stockholder or by a member of such Selling Stockholder’s immediate family, (C) transfers to charitable organizations, (D) if such Selling Stockholder is a corporation, partnership, limited liability company or similar entity, transfers to the stockholders, partners, members or similar persons of such Selling Stockholder and (E) the exercise of stock options pursuant to employee stock option plans existing on the date hereof; provided that in each case of a transfer pursuant to clauses (A) — (D), or an exercise of any option pursuant to clause (E), of this sentence, the transferee (or the Selling Stockholder as the optionee in the case of clause (E)) shall have agreed to be bound by the restrictions on transfer described herein.

Agreement Not to Offer or Sell Additional Securities. During the period of 45 days commencing on the date hereof and ending on the 120th day following the date of the Prospectus, the Company will notnot directly or indirectly offer, pledge, sell, contract to sell, sell any option or contract to purchase or otherwise dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock, or in any manner transfer all or a portion of the economic consequences associated with the ownership of shares of Common Stock, or cause a registration statement covering any shares of Common Stock to be filed, without the prior written consent of KCM (which consent may be withheld at the sole discretion of KCM), directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-l(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any Common Shares, options or warrants to acquire Common Shares or securities exchangeable or exercisable for or convertible into Common Shares (other than as contemplated by this Agreement with respect to the Shares)Representatives; provided, however, that the Company may (i) grant issue shares of its Common Share awards Stock or grant options to purchase its Common Shares and issue Stock, or Common Shares Stock upon the exercise of options, in both cases, pursuant to the Equity Compensation Plan any stock option, stock bonus or other stock plan or arrangement described in the Registration StatementProspectus, including the General Disclosure Package options to be granted to FRIT PINN LLC and Xxxxxxxxx Capital Partners L.P. and affiliated investment funds, or affiliates of such entities, and the ProspectusCommon Stock to be granted to certain directors as described therein, provided, that all of but only if the holders of such Common Share awardsshares, options, or Common Shares shares issued upon the exercise of such options, agree in writing with the Representatives, in an agreement in the form to be agreed, not to sell, offer, dispose of or otherwise transfer any such shares or options or Common Shares during such 45 120 day period without the prior written consent of KCM the Representatives (which consent may be withheld at the sole discretion of KCMthe Representatives, except for those holders who are former employees of the Company or its subsidiaries), (ii) ; and provided further that the Company may issue Units in connection with the Company’s or a Subsidiary’s acquisition of properties or interests in the owners of properties, (iii) file a resale registration statement under the Securities Act with respect to Common Shares issuable Stock upon exercise of outstanding Unitsoptions or warrants, including the options to be granted to FRIT PINN LLC and Xxxxxxxxx Capital Partners L.P. and affiliated investment funds, or affiliates of such entities; and provided further that the Company may issue shares of Common Stock or options to purchase its Common Stock in mergers or acquisitions provided that the recipient of such shares or options agrees in writing with the Representatives, in an agreement in the form to be agreed, not to sell, offer, dispose of or otherwise transfer any such shares or options during such 120 day period without the prior written consent of the Representatives (ivwhich consent may be withheld at the sole discretion of the Representatives). The 120-day restricted period described above is subject to extension such that, in the event that either (1) file during the last 17 days of the 120-day restricted period, the Company issues an earnings release or material news or a registration statement on Form S-8 under the Securities Act with respect material event relating to the registration Company occurs or (2) prior to the expiration of Common Shares to be issued under the Equity Compensation Plan described in the Registration Statement120-day restricted period, the General Disclosure Package and Company announces that it will release earnings results during the Prospectus, and (v) file and have declared effective by 16-day period beginning on the Commission a shelf registration statement with respect to the primary offering of Common Shares and other securities last day of the Company 120-day period, the "lock-up" restrictions described above will continue to apply until the expiration of the 18-day period beginning on the earnings release or the Operating Partnership; provided that no securities may be issued pursuant to such shelf registration statement during the 45 day period following the date occurrence of the Prospectusmaterial news or material event.

Agreement Not to Offer or Sell Additional Securities. During the period of 45 days commencing on and including the date hereof and continuing through and including the 120th day following the date of the ProspectusProspectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of KCM Canaccord (which consent may be withheld at the in their sole discretion of KCMdiscretion), directly or indirectly, : (i) sell, offer, contract or grant any option offer to sell, pledgecontract to sell or lend any shares of Common Stock or Related Securities (as defined below); (ii) effect any short sale, transfer or establish an open or increase any “put equivalent position” within the meaning of (as defined in Rule 16a-l(h16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any shares of Common Stock or Related Securities; (iii) pledge, hypothecate or otherwise grant any security interest in any shares of Common Stock or Related Securities; (iv) in any other way transfer or dispose of any shares of Common Stock or transferRelated Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any shares of Common Stock or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of, of any shares of Common Stock or Related Securities; (vii) file any registration statement under the Securities Act in respect of, of any shares of Common Shares, options Stock or warrants to acquire Common Shares or securities exchangeable or exercisable for or convertible into Common Shares Related Securities (other than as contemplated by this Agreement with respect to the SharesSecurities or, with respect to registration statements filed by the Company with the Commission prior to the date hereof, any amendments to such previously-filed registration statements, provided, however, that no such amendment may increase the amount or number of shares registered on such registration statements); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (iA) grant Common Share awards or grant options to purchase Common Shares and issue Common Shares upon effect the exercise of optionstransactions contemplated hereby, in both cases, pursuant to including the Equity Compensation Plan described in the Registration Statement, the General Disclosure Package and the Prospectus, provided, that all issuance of the holders of such Common Share awards, options, or Common Shares issued upon the exercise of such options, agree not to sell, offer, dispose of or otherwise transfer any such options or Common Shares during such 45 day period without the prior written consent of KCM (which consent may be withheld at the sole discretion of KCM)Warrant Shares, (iiB) issue Units file one or more registration statements on Form S-8 to register shares of Common Stock in connection with the Company’s stock option, stock bonus or a Subsidiary’s acquisition of properties other stock plan or interests in the owners of properties, (iii) file a resale registration statement under the Securities Act with respect to Common Shares issuable upon exercise of outstanding Units, (iv) file a registration statement on Form S-8 under the Securities Act with respect to the registration of Common Shares to be issued under the Equity Compensation Plan described in the Registration Statement, the General Disclosure Package and the Prospectus, and (v) file and have declared effective by the Commission a shelf registration statement with respect to the primary offering of Common Shares and other securities of the Company or the Operating Partnership; provided that no securities may be issued pursuant to such shelf registration statement during the 45 day period following the date of the Prospectus.arrangement described

Agreement Not to Offer or Sell Additional Securities. During the period of 45 days commencing on and including the date hereof and ending on and including the 90th day following the effective date of the ProspectusRegistration Statement (as the same may be extended as described below, the “Lock-up Period”), the Company will not, without the prior written consent of KCM the Placement Agent (which consent may be withheld at the Placement Agent’s sole discretion of KCMdiscretion), directly or indirectly, sellsell (including, without limitation, any short sale), offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-l(h16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act (except for (a) a registration statement on Form S-8 relating to the Company’s employee benefit plans and (b) post-effective amendments to the Company’s existing registration statements as may be necessary to update the prospectus contained therein pursuant to Rule 10(a)(3) under the Securities Act and the Securities Act Regulations and maintain their effectiveness under the Securities Act) in respect of, any shares of Common SharesStock, options options, rights or warrants to acquire shares of Common Shares Stock or securities exchangeable or exercisable for or convertible into shares of Common Shares Stock (other than as contemplated by this Agreement with respect to the Shares); provided) or publicly announce the intention to do any of the foregoing, howeverother than (i) the issuance of restricted Common Stock, restricted stock units or options to acquire Common Stock pursuant to the Company’s employee benefit plans, qualified stock option plans or other equity incentive plans as such plans are in existence on the date hereof and, described in the Disclosure Package, (ii) issuances of Common Stock upon the exercise or settlement of options or warrants or the conversion of convertible securities, in each case, as disclosed as outstanding in the Prospectus and (iii) issuances of securities in connection with the acquisition of, or investment in, technologies, solutions or other businesses, provided that the aggregate number of shares of Common Stock that the Company may (i) grant Common Share awards issue or grant options agree to purchase Common Shares and issue Common Shares upon the exercise of options, in both cases, pursuant to this clause (iii) shall not exceed 5.0% of the Equity Compensation Plan described in total number of shares of Common Stock issued and outstanding immediately following the Registration Statementcompletion of the transaction contemplated by this Agreement, the General Disclosure Package and the Prospectusprovided, providedfurther, that all such recipients of the holders of such Common Share awards, options, or Common Shares issued upon the exercise of such options, agree not to sell, offer, dispose of or otherwise transfer any such options or Common Shares during such 45 day period without the prior written consent of KCM (which consent may be withheld at the sole discretion of KCM), (ii) issue Units in connection with the Company’s or a Subsidiary’s acquisition of properties or interests in the owners of properties, (iii) file a resale registration statement under the Securities Act with respect to Common Shares issuable upon exercise of outstanding Units, (iv) file a registration statement on Form S-8 under the Securities Act with respect to the registration shares of Common Shares Stock shall execute and deliver to be issued under the Equity Compensation Plan described in the Registration Statementyou, the General Disclosure Package and the Prospectus, and (v) file and have declared effective by the Commission a shelf registration statement with respect to the primary offering of Common Shares and other securities of the Company on or the Operating Partnership; provided that no securities may be issued pursuant prior to such shelf registration statement during the 45 day period following the date of the Prospectusissuance, a lock-up agreement consistent with this Section 3(o).

Agreement Not to Offer or Sell Additional Securities. During the period of 45 days commencing on the date hereof and ending on the 180th day following the date of the Prospectus, the Company will not, without the prior written consent of KCM BAS (which consent may be withheld at the sole discretion of KCMBAS), directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-l(h16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any shares of Common SharesStock, options or warrants to acquire shares of the Common Shares Stock or securities exchangeable or exercisable for or convertible into shares of Common Shares Stock (other than as contemplated by this Agreement with respect to the Common Shares); provided, however, that the Company may (i) grant file a registration statement on Form S-8 and may issue shares of its Common Share awards Stock or grant options to purchase its Common Shares and issue Stock, or Common Shares Stock upon the exercise of options, in both cases, pursuant to the Equity Compensation Plan any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the General Disclosure Package and the Prospectus, provided, that all of but only if the holders of such Common Share awardsshares, options, or Common Shares shares issued upon the exercise of such options, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options or Common Shares during such 45 180 day period without the prior written consent of KCM BAS (which consent may be withheld at the sole discretion of KCMthe BAS). In addition, during the period commencing on the date hereof and ending on the 180th day following the date of the Prospectus, the Company shall not consent or agree in any manner, without the prior written consent of BAS (which consent may be withheld at the sole discretion of BAS), (ii) issue Units in connection with to the amendment or waiver of any agreement or provision, including, without limitation, any Registration Rights Agreement, restricting the ability of the Company’s securityholders to, directly or a Subsidiary’s acquisition indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of properties Rule 16a-1(h) under the Exchange Act, or interests in otherwise dispose of or transfer, or announce the owners of propertiesoffering of, (iii) or file a resale an registration statement under the Securities Act with in respect of, any shares of Common Stock, options or warrants to acquire shares of the Common Shares issuable upon exercise Stock or securities exchangeable or exercisable for or convertible into shares of outstanding Units, Common Stock (iv) file a registration statement on Form S-8 under the Securities Act other than as contemplated by this Agreement with respect to the registration of Common Shares to be issued under the Equity Compensation Plan described in the Registration Statement, the General Disclosure Package and the Prospectus, and (v) file and have declared effective by the Commission a shelf registration statement with respect to the primary offering of Common Shares and other securities of the Company or the Operating Partnership; provided that no securities may be issued pursuant to such shelf registration statement during the 45 day period following the date of the ProspectusShares).

Agreement Not to Offer or Sell Additional Securities. During the period of 45 days commencing on the date hereof and ending on the 180th day following the date of the Prospectus, the Company will not, without the prior written consent of KCM BAS (which consent may be withheld at the sole discretion of KCMBAS), directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-l(h16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any shares of Common SharesStock, options or warrants to acquire shares of the Common Shares Stock or securities exchangeable or exercisable for or convertible into shares of Common Shares Stock (other than as contemplated by this Agreement with respect to the Common Shares); provided, however, that the Company may (i) grant issue shares of its Common Share awards Stock or grant options to purchase its Common Shares and issue Stock, or Common Shares Stock upon the exercise of options, in both casesoptions or warrants, pursuant to the Equity Compensation Plan any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the General Disclosure Package and the Prospectus, provided, that all of but only if the holders of such Common Share awardsshares, options, warrants, or Common Shares shares issued upon the exercise of such optionsoptions or warrants, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options or Common Shares during such 45 180-day period without the prior written consent of KCM BAS (which consent may be withheld at the sole discretion of KCMthe BAS). Notwithstanding the foregoing, if (iix) issue Units during the last 17 days of the 180-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or (y) prior to the expiration of the 180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed in connection with this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event; provided however, that this sentence shall not apply if any research published or distributed by any Underwriter on the Company would be compliant under Rule 139 of the Securities Act and the Company’s or a Subsidiary’s acquisition securities are actively traded as defined in Rule 101(c)(1) of properties or interests in the owners of properties, (iii) file a resale registration statement under the Securities Act with respect to Common Shares issuable upon exercise of outstanding Units, (iv) file a registration statement on Form S-8 under the Securities Act with respect to the registration of Common Shares to be issued under the Equity Compensation Plan described in the Registration Statement, the General Disclosure Package and the Prospectus, and (v) file and have declared effective by the Commission a shelf registration statement with respect to the primary offering of Common Shares and other securities Regulation M of the Company or the Operating Partnership; provided that no securities may be issued pursuant to such shelf registration statement during the 45 day period following the date of the ProspectusExchange Act.

Agreement Not to Offer or Sell Additional Securities. During the period of 45 days commencing on and including the date hereof and continuing through and including the 90th day following the date of the ProspectusProspectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of KCM the Representatives (which consent may be withheld at the in its sole discretion of KCMdiscretion), directly or indirectly, : (i) sell, offer, contract or grant any option offer to sell, pledgecontract to sell or lend any Common Stock, transfer or options, rights or warrants to acquire Common Stock or securities exchangeable or exercisable for or convertible into Common Stock (such options, rights, warrants and exchangeable or convertible securities, the “Related Securities”); (ii) effect any short sale, or establish an open or increase any “put equivalent position” within the meaning of (as defined in Rule 16a-l(h16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position “ (as defined in Rule 16a-1(b) under the Exchange Act) of any Common Stock or Related Securities; (iii) pledge, hypothecate or otherwise grant any security interest in; (iv) in any other way transfer or dispose of any Common Stock or transferRelated Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Common Stock or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of, of any Common Stock or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of, of any Common Shares, options Stock or warrants to acquire Common Shares or securities exchangeable or exercisable for or convertible into Common Shares Related Securities (other than (A) as contemplated by this Agreement with respect to the Offered Shares, (B) with respect to the Registration Statement on Form S-3 (No. 333-234769) previously filed with the Commission or (C) with respect to a registration statement on Form S-8 or amendment to an effective registration statement on Form S-8 previously filed with the Commission); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (iA) grant effect the transactions contemplated hereby and (B) issue Common Share awards Stock or grant options to purchase Common Shares and Stock or issue Common Shares Securities upon the exercise of options, in both cases, pursuant to the Equity Compensation Plan any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the ProspectusProspectus or as such stock plans or arrangements may be amended with the approval of the stockholders of the Company, provided, further, that all of the holders each newly appointed director or executive officer that is a recipient of such Common Share awards, options, Stock or Common Shares issued upon options shall enter into a Lock-Up Agreement in the exercise of such options, agree form set forth as Exhibit B hereto with the Underwriters not to sell, offer, dispose of or otherwise transfer any such Common Stock or options or Common Shares during such 45 day period Lock-up Period without the prior written consent of KCM the Representatives (which consent may be withheld at the in its sole discretion of KCMdiscretion), (ii) issue Units in connection with the Company’s or a Subsidiary’s acquisition of properties or interests in the owners of properties, (iii) file a resale registration statement under the Securities Act with respect to Common Shares issuable upon exercise of outstanding Units, (iv) file a registration statement on Form S-8 under the Securities Act with respect to the registration of Common Shares to be issued under the Equity Compensation Plan described in the Registration Statement, the General Disclosure Package and the Prospectus, and (v) file and have declared effective by the Commission a shelf registration statement with respect to the primary offering of Common Shares and other securities of the Company or the Operating Partnership; provided that no securities may be issued pursuant to such shelf registration statement during the 45 day period following the date of the Prospectus.

Agreement Not to Offer or Sell Additional Securities. During the period of 45 days commencing on the date hereof and ending on the 180th day following the date of the Prospectus, the Company will not, without the prior written consent of KCM Piper and BAS (which consent may be withheld at the sole discretion of KCMPiper and BAS), directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-l(h16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any shares of Common SharesStock, options or warrants to acquire shares of the Common Shares Stock or securities exchangeable or exercisable for or convertible into shares of Common Shares Stock or publicly announce the intention to do any of the foregoing (other than as contemplated by this Agreement with respect to the Common Shares); provided, however, that the Company may (ia) grant issue shares of its Common Share awards Stock or grant options to purchase its Common Shares and issue Stock, or Common Shares Stock upon the exercise of options, in both casesoptions or warrants, pursuant to the Equity Compensation Plan any warrant, stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the General Disclosure Package and the Prospectus, provided, that all of but only if (i) the holders of such Common Share awardswarrants, shares, options, or Common Shares shares issued upon the exercise of such options, agree not to sell, offer, dispose warrants or options have executed a lock up agreement in the form of Exhibit E hereto or otherwise transfer any such options or Common Shares during such 45 day period without the prior written consent of KCM (which consent may be withheld at the sole discretion of KCM), (ii) issue Units in connection with the Company’s such warrants, shares, options or a Subsidiary’s acquisition of properties or interests in the owners of properties, (iii) file a resale registration statement under the Securities Act with respect to Common Shares issuable shares issued upon exercise of outstanding Unitssuch warrants or options are not exercisable by their terms during the period commencing on the date hereof and ending on the 180th day following the date of the Prospectus, as such period may be extended pursuant to this Section 3A(l), or (ivb) file a registration statement on Form S-8 under the Securities Act with respect to the registration shares of Common Shares to be issued under the Equity Compensation Plan described in the Registration Statement, the General Disclosure Package and the Prospectus, and (v) file and have declared effective by the Commission a shelf registration statement with respect Stock subject to the primary offering of Common Shares and other securities of the Company stock options issued or the Operating Partnership; provided that no securities may to be issued pursuant to such shelf registration statement any stock option, stock bonus or other stock plan or arrangement described in the Prospectus, or (c) issue shares of its Common Stock or options to purchase its Common Stock to the extent the Company is required to do so in connection with the transactions contemplated by each of the Note Contribution and Exchange Agreement, dated as of April 4, 2005 (filed as Exhibit 2.3 to the Registration Statement) and the Agreement and Plan of Merger, dated as of April 4, 2005 (filed as Exhibit 2.1 to the Registration Statement). Notwithstanding the foregoing, if (x) during the 45 last 17 days of the 180-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or (y) prior to the expiration of the 180-day restricted period, the Company announces that it will release earnings results during the 16-day period following beginning on the date last day of the Prospectus180-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Agreement Not to Offer or Sell Additional Securities. During the period of 45 days commencing on and including the date hereof and continuing through and including the 60th day following the date of the ProspectusProspectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of KCM Rxxxxxx Jxxxx (which consent may be withheld at the in their sole discretion of KCMdiscretion), directly or indirectly, : (i) sell, offer, contract or grant any option offer to sell, pledgecontract to sell or lend any Common Shares or Related Securities (as defined below); (ii) effect any short sale, transfer or establish an open or increase any “put equivalent position” within the meaning of (as defined in Rule 16a-l(h16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Common Shares or Related Securities; (iii) pledge, hypothecate or otherwise grant any security interest in any Common Shares or Related Securities; (iv) in any other way transfer or dispose of any Common Shares or transferRelated Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Common Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of, of any Common Shares or Related Securities; (vii) file any registration statement under the Securities Act or prospectus in Canada under applicable securities laws in respect of, of any Common Shares, options or warrants to acquire Common Shares or securities exchangeable or exercisable for or convertible into Common Shares Related Securities (other than as contemplated by this Agreement with respect to the Securities and Warrant Shares); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (iA) grant effect the transactions contemplated hereby; (B) issue Common Share awards Shares or grant options to purchase Common Shares or restricted stock units or similar equity securities, or issue Common Shares upon exercise of options, restricted stock units or similar equity securities, pursuant to any options, share bonus or other share plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; (C) issue Common Shares upon the exercise of optionsoutstanding warrants, convertible debentures and other outstanding instruments convertible into or exercisable or exchangeable for Common Shares; (D) file a registration statement on Form S-8; (E) issue or sell Common Shares or Related Securities to a third party as part of a transaction that also involves a bona fide commercial relationship, including, without limitation, a joint venture, a marketing or distribution arrangement, a collaboration agreement or license of intellectual property, or the acquisition or license by the Company of securities, businesses, property or other assets of another person or entity; provided, however, that in the case of clause (E), such Common Shares shall not in the aggregate exceed 10% of the Company’s outstanding Common Shares after giving effect to the sale of the Securities contemplated by this Agreement; (F) issue Common Shares or Related Securities in connection with the settlement of any litigation, claims or other disputes, or in satisfaction of any judgments or other awards, in both cases, pursuant to the Equity Compensation Plan each case as described in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus, provided, that all of as agreed to by the holders of such Common Share awards, options, or Common Shares issued upon Company and Rxxxxxx Jxxxx on the exercise of such options, agree not to sell, date hereof; (G) offer, dispose of grant, issue or otherwise transfer any such options sell Common Shares, Related Securities or Common Shares during such 45 day period without the prior written consent of KCM (which consent may be withheld at the sole discretion of KCM), (ii) issue Units debt securities in connection with the refinancing or an amendment to the terms of the Company’s or a Subsidiary’s acquisition of properties or interests outstanding debt to K2 HealthVentures LLC; provided, however, that in the owners case of propertiesclause (G), (iii) file a resale registration statement under such Common Shares shall not in the aggregate exceed 5% of the Company’s outstanding Common Shares after giving effect to the sale of the Securities Act with respect to Common Shares issuable upon exercise of outstanding Units, contemplated by this Agreement; (ivH) file a registration statement on Form S-8 under the Securities Act with respect to the registration of Common Shares to be issued under the Equity Compensation Plan described in the Registration Statement, the General Disclosure Package and the Prospectus, and (v) file and have declared effective by the Commission a shelf registration statement with respect to the primary offering of issue Common Shares and Related Securities pursuant to the Concurrent Registered Direct Offering; and (I) issue Common Shares and Related Securities under that certain Open Market Sale AgreementSM, dated August 26, 2022, by and between the Company and Jxxxxxxxx LLC. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Common Shares or any securities exchangeable or exercisable for or convertible into Common Shares, or to acquire other securities of the Company or the Operating Partnership; provided that no securities may be issued pursuant to such shelf registration statement during the 45 day period following the date of the Prospectusrights ultimately exchangeable or exercisable for, or convertible into, Common Shares.

Agreement Not to Offer or Sell Additional Securities. During the period of 45 days commencing on the date hereof and ending on the 90th day following the date of the ProspectusProspectus (the "Restricted Period"), the Company will not, without the prior written consent of KCM BAS (which consent may be withheld at the sole discretion of KCMBAS), directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “"put equivalent position” " within the meaning of Rule 16a-l(h16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any shares of Common SharesStock, options or warrants to acquire shares of the Common Shares Stock or securities exchangeable or exercisable for or convertible into shares of Common Shares Stock (other than as contemplated by this Agreement with respect to the Common Shares); provided, however, that the Company may (i) grant issue shares of its Common Share awards Stock or grant options to purchase its Common Shares and issue Stock, or Common Shares Stock upon the exercise of options, in both cases, pursuant to the Equity Compensation Plan any stock option, stock bonus, stock purchase or other stock plan or arrangement described in the Registration Statement, the General Disclosure Package and the Prospectus, provided, that all of but only if the Company does not permit the holders of such Common Share awardsshares, options, or Common Shares shares issued upon the exercise of such options, agree not options to sell, offer, dispose of or otherwise transfer any such shares or options during the period that is 30 days from the date of this Agreement (or Common Shares during such 45 day period 90 days with respect to persons or entities which have executed a lock-up agreement in the form attached as Exhibit C) without the prior written consent of KCM BAS (which consent may be withheld at the sole discretion of KCMthe BAS); provided, (ii) issue Units in connection with the Company’s or a Subsidiary’s acquisition of properties or interests in the owners of propertieshowever, (iii) file a resale registration statement under the Securities Act with respect to Common Shares issuable upon exercise of outstanding Units, (iv) file a registration statement on Form S-8 under the Securities Act with respect to the registration of Common Shares to be issued under the Equity Compensation Plan described in the Registration Statement, the General Disclosure Package and the Prospectus, and (v) file and have declared effective by the Commission a shelf registration statement with respect to the primary offering of Common Shares and other securities of the Company or the Operating Partnership; provided that no securities may be stock options issued pursuant to such shelf registration statement one of the foregoing plans and which are issued during the 45 day period following Restricted Period but are not exercisable during the date of the ProspectusRestricted Period, shall not be subject to this Section 3(m).

Agreement Not to Offer or Sell Additional Securities. During the period of 45 days commencing on the date hereof and ending on the 60th day following the date of the ProspectusFinal Offering Memorandum, none of the Company will notor any of the Guarantors will, without the prior written consent of KCM the Representative (which consent may be withheld at the sole discretion of KCMthe Representative), directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-l(h16a-1(h) under the Exchange Act, or otherwise dispose of or transfertransfer (or enter into any transaction that is designed to, or might reasonably be expected to, result in the disposition of), or announce the offering of, or file any registration statement under the Securities Act in respect of, any shares of Common SharesStock, options or warrants to acquire shares of the Common Shares Stock or securities exchangeable or exercisable for or convertible into shares of Common Shares Stock (other than as contemplated by this Agreement with respect to the SharesNotes); provided, however, that the Company may issue shares of its Common Stock or options to purchase its Common Stock, or Common Stock (i) grant Common Share awards upon conversion of the Company’s 5.75% Convertible Notes due 2013, (ii) upon exercise of warrants that were issued concurrently with the Company’s 5.75% Convertible Notes due 2013 or grant options to purchase Common Shares and issue Common Shares (iii) upon the exercise of options, in both cases, pursuant to the Equity Compensation Plan any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the General Disclosure Package and the ProspectusFinal Offering Memorandum, provided, that all of but only if the holders of such Common Share awardsshares, options, or Common Shares shares issued upon the exercise of such options, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options (except forfeitures of Common Stock or options to purchase Common Shares Stock by the directors and executive officers subject to the lock-up agreement attached as Exhibit F hereto to satisfy tax withholding obligations and, in the case of options exercises, payment of exercise price, in connection with the vesting of equity awards acquired by directors and executive officers pursuant to equity incentive plans existing and as in effect on the date of this Agreement will be permitted, provided that the number of shares sold for consideration on the open market or to any third party by all of the executive officers and directors of the Company who are subject to the lock-up agreement does not in the aggregate exceed 200,000 shares of Common Stock) during such 45 60-day period without the prior written consent of KCM the Representative (which consent may be withheld at the sole discretion of KCMthe Representative), (ii) issue Units in connection with the Company’s or a Subsidiary’s acquisition of properties or interests in the owners of properties, (iii) file a resale registration statement under the Securities Act with respect to Common Shares issuable upon exercise of outstanding Units, (iv) file a registration statement on Form S-8 under the Securities Act with respect to the registration of Common Shares to be issued under the Equity Compensation Plan described in the Registration Statement, the General Disclosure Package and the Prospectus, and (v) file and have declared effective by the Commission a shelf registration statement with respect to the primary offering of Common Shares and other securities of the Company or the Operating Partnership; provided that no securities may be issued pursuant to such shelf registration statement during the 45 day period following the date of the Prospectus.

Agreement Not to Offer or Sell Additional Securities. During the period of 45 days commencing on and including the date hereof and continuing through and including the 180th day following the date of the ProspectusProspectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of KCM Cantor (which consent may be withheld at the in its sole discretion of KCMdiscretion), directly or indirectly, : (i) sell, offer, contract or grant any option offer to sell, pledgecontract to sell or lend any Common Stock, transfer ADSs, ADRs, or options, rights or warrants to acquire Common Stock, ADSs, ADRs or securities exchangeable or exercisable for or convertible into Common Stock, ADSs or ADRs (such options, rights, warrants and exchangeable or convertible securities, the “Related Securities”); (ii) effect any short sale, or establish an open or increase any “put equivalent position” within the meaning of (as defined in Rule 16a-l(h16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position “ (as defined in Rule 16a-1(b) under the Exchange Act) of any Common Stock or Related Securities; (iii) pledge, hypothecate or otherwise grant any security interest in; (iv) in any other way transfer or dispose of any Common Stock, ADSs, ADRs or transferRelated Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Common Stock, ADSs, ADRs or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering ofof any Common Stock, ADSs, ADRs or Related Securities; (vii) file any registration statement under the Securities Act in respect of, of any Common SharesStock, options ADSs, ADRs or warrants to acquire Common Shares or securities exchangeable or exercisable for or convertible into Common Shares Related Securities (other than as contemplated by this Agreement with respect to the SharesOffered Securities or a registration statement on Form S-8 or a successor form thereto); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (iA) grant effect the transactions contemplated hereby, (B) issue Common Share awards Stock, ADSs, ADRs or grant options to purchase Common Shares and Stock, ADSs, ADRs, or issue Common Shares Securities upon the exercise of options, in both cases, pursuant to the Equity Compensation Plan any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus, provided, that all of but only if the holders of such Common Share awardsStock, optionsADSs, ADRs or Common Shares issued upon options agree in writing with the exercise of such options, agree Underwriters not to sell, offer, dispose of or otherwise transfer any such Common Stock, ADSs, ADRs or options or Common Shares during such 45 day period Lock-up Period without the prior written consent of KCM Cantor (which consent may be withheld at the in its sole discretion of KCMdiscretion), (iiC) issue Units enter into agreements providing for the issuance by the Company of Common Stock, ADSs, ADRs or Related Securities in connection with the Company’s acquisition by the Company or a Subsidiary’s acquisition any of properties its subsidiaries of the securities, business, property or interests other assets of another person or entity pursuant to an employee benefit plan assumed by the Company in the owners of propertiesconnection with such acquisition, (iii) file a resale registration statement under the Securities Act with respect to Common Shares issuable upon exercise of outstanding Units, (iv) file a registration statement on Form S-8 under the Securities Act with respect to the registration of Common Shares to be issued under the Equity Compensation Plan described in the Registration Statement, the General Disclosure Package and the Prospectusissuance of any such securities pursuant to any such agreement, and (vD) file and have declared effective by enter into agreements providing for the Commission a shelf registration statement with respect to the primary offering issuance of Common Shares Stock, ADSs, ADRs or Related Securities in connection with joint ventures, commercial relationships or other strategic transactions, and other the issuance of any such securities of the Company or the Operating Partnershippursuant to any such agreement; provided that no in the case of clauses (C) and (D), the aggregate number of Common Stock that the Company may sell or issue or agree to sell or issue pursuant to clauses (C) and (D) shall not exceed 5% of the total number of shares of the Common Stock issued and outstanding as of immediately prior to the completion of the transactions contemplated by this Agreement, and provided further that, in the case of clauses (C) and (D), the Company shall cause each recipient of such securities to agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such Common Stock, ADSs, ADRs or options during such Lock-up Period without the prior written consent of Cantor (which consent may be issued pursuant to such shelf registration statement during the 45 day period following the date of the Prospectuswithheld in its sole discretion).

Agreement Not to Offer or Sell Additional Securities. During the period of 45 days (“Lock-Up Period”) following the date of the Prospectus, the Company will not, without the prior written consent of KCM the Representatives (which consent may be withheld at the sole discretion of KCMthe Representatives), directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-l(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any Common Shares, options or warrants to acquire Common Shares or securities exchangeable or exercisable for or convertible into Common Shares (other than as contemplated by this Agreement with respect to the Shares); provided, however, that the Company may (i) grant Common Share awards or grant options to purchase Common Shares and issue Common Shares upon the exercise of options, in both cases, pursuant to the Equity Compensation Plan Company’s equity compensation plans described in the Registration Statement, the General Disclosure Package and the Prospectus, provided, that all of the holders of such Common Share awards, options, or (ii) issue Common Shares issued upon pursuant to the exercise of such options, agree not to sell, offer, dispose of or otherwise transfer any such options or Common Shares during such 45 day period without Company’s Employee Stock Purchase Plan as in effect on the prior written consent of KCM (which consent may be withheld at the sole discretion of KCM)date hereof, (iiiii) issue Units in connection with the Company’s or a Subsidiary’s acquisition of properties or interests in the owners of propertiesproperties and issue Common Shares upon redemption of such Units, (iiiiv) file a redemption and/or resale registration statement under the Securities Act with respect to Common Shares issuable upon exercise of outstanding Units and issue Common Shares upon redemption of such Units, and (ivv) file a registration statement on Form S-8 under the Securities Act with respect to the registration of Common Shares to be issued under the Equity Compensation Plan Company’s equity compensation plans described in the Registration Statement, the General Disclosure Package and the Prospectus. Notwithstanding the foregoing, and if (v1) file and have declared effective by during the Commission last 17 days of the Lock-Up Period the Company issues an earnings release or material news or a shelf registration statement with respect material event relating to the primary offering of Common Shares and other securities Company occurs or (2) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed in this clause (l) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the Operating Partnership; provided that no securities may be issued pursuant to such shelf registration statement during the 45 day period following the date occurrence of the Prospectusmaterial news or material event.

Agreement Not to Offer or Sell Additional Securities. During the period of 45 days commencing on the date hereof and ending on the 90th day following the date of the ProspectusProspectus (the "Restricted Period"), the Company will not, without the prior written consent of KCM BAS (which consent may be withheld at the sole discretion of KCMBAS), directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “"put equivalent position” " within the meaning of Rule 16a-l(h16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any shares of Common SharesStock, options or warrants to acquire shares of the Common Shares Stock or securities exchangeable or exercisable for or convertible into shares of Common Shares Stock (other than as contemplated by this Agreement with respect to the Common Shares); provided, however, that the Company may (i) grant issue shares of its Common Share awards Stock or grant options to purchase its Common Shares and issue Stock, or Common Shares Stock upon the exercise of options, in both cases, pursuant to the Equity Compensation Plan any stock option, stock bonus, stock purchase or other stock plan or arrangement described in the Registration Statement, the General Disclosure Package and the Prospectus, provided, that all of but only if the holders of such Common Share awardsshares, options, or Common Shares shares issued upon the exercise of such options, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during the period that is 30 days from the date of this Agreement (or Common Shares during such 45 day period 90 days with respect to persons or entities which have executed a lock-up agreement in the form attached as Exhibit C) without the prior written consent of KCM BAS (which consent may be withheld at the sole discretion of KCMthe BAS); provided, (ii) issue Units in connection with the Company’s or a Subsidiary’s acquisition of properties or interests in the owners of propertieshowever, (iii) file a resale registration statement under the Securities Act with respect to Common Shares issuable upon exercise of outstanding Units, (iv) file a registration statement on Form S-8 under the Securities Act with respect to the registration of Common Shares to be issued under the Equity Compensation Plan described in the Registration Statement, the General Disclosure Package and the Prospectus, and (v) file and have declared effective by the Commission a shelf registration statement with respect to the primary offering of Common Shares and other securities of the Company or the Operating Partnership; provided that no securities may be stock options issued pursuant to such shelf registration statement one of the foregoing plans and which are issued during the 45 day period following Restricted Period but are not exercisable during the date of the ProspectusRestricted Period, shall not be subject to this Section 3(m).