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

Agreement Not to Offer or Sell Additional Shares. During the period 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 WSI (which consent may be withheld at the sole discretion of WSI), 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 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 Common Shares, options or warrants to acquire Common Shares or securities exchangeable or exercisable for or convertible into Common Shares, other than (a) the Shares to be sold hereunder, (b) the issuance by the Company of shares of Common Shares upon the conversion of OP Units outstanding on the date hereof of which the Underwriters have been advised in writing, (c) grants of restricted Common Shares or restricted common share units pursuant to the Company’s 2008 Long-Term Equity Incentive Ownership Plan, provided that such securities will not vest or become exercisable, as applicable, during the 180-day restricted period without the Representatives’ prior written consent, or (d) any post-effective amendment to a registration statement on Form S-8 effective on the date hereof; provided, however, that prior to the issuance of any of the Company’s securities of pursuant to clause (c) during the restricted period, the recipient of such securities shall sign and deliver a lock-up agreement as described in Section 5(h) below. Notwithstanding the foregoing, if (x) 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 this clause shall continue to apply until the expiration of the 18-day period beginning on the date of 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 lockup letters described in Section 5(h) with prior notice of any such announcement that gives rise to an extension of the restricted period.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on the date hereof and ending on the 180th 60th day following the date of the Prospectus, the Company will not, without the prior written consent of WSI the Representatives (which consent may be withheld at the sole discretion of WSIthe 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-1(h) under the Exchange Act, or otherwise dispose of or transfer (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 Common Shares, options or warrants to acquire Common Shares or securities exchangeable or exercisable for or convertible into Common Shares, Shares (other than (a) the Shares to be sold hereunderUnits, (b) the issuance by the Company of shares of Common Shares upon the conversion of OP Units outstanding on the date hereof of which the Underwriters have been advised in writing, (c) grants of restricted Common Shares any pre-effective or restricted common share units pursuant to the Company’s 2008 Long-Term Equity Incentive Ownership Plan, provided that such securities will not vest or become exercisable, as applicable, during the 180-day restricted period without the Representatives’ prior written consent, or (d) any post-effective amendment to a any registration statement on Form S-8 effective on currently filed with the date hereof; providedCommission, however, that prior or as contemplated by this Agreement with respect to the issuance of any of the Company’s securities of pursuant to clause (c) during the restricted period, the recipient of such securities shall sign and deliver a lock-up agreement as described in Section 5(h) belowShares). Notwithstanding the foregoing, if (x) during the last 17 days of the 18060-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 18060-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 18060-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event. The Company will provide each of the Representatives Underwriters and each individual subject to the restricted period pursuant to the lockup letters described in Section 5(h) listed on Exhibit B-2 with prior notice of any such announcement that gives rise to an extension of the restricted period.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on the date hereof and ending on the 180th 60th day following the date of the Prospectus, the Company will not, without the prior written consent of WSI the Underwriter (which consent may be withheld at the sole discretion of WSIthe 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 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 Common Shares, options or warrants to acquire Common Shares or securities exchangeable or exercisable for or convertible into Common Shares, other than (a) the Shares to be sold hereunder, (b) the filing of a registration statement or prospectus supplement or the issuance by the Company of shares of Common Shares upon the conversion of OP Units outstanding on the date hereof of which the Underwriters have been advised in writinghereof, (c) grants of restricted Common Shares or restricted common share units pursuant to the Company’s 2008 Long-Term Equity Incentive Ownership Plan, provided that such securities will not vest or become exercisable, as applicable, during the 18060-day restricted period without the Representatives’ Underwriter’s prior written consent, (d) the filing of a registration statement or the issuance of Common Shares pursuant to a dividend reinvestment plan, (e) the issuance of Common Shares or OP Units as consideration for the acquisition of real estate assets, or (df) any post-effective amendment to a registration statement on Form S-8 effective on the date hereof; provided, however, that prior to the issuance of any of the Company’s securities of pursuant to clause (c) during the restricted period, the recipient of such securities shall sign and deliver a lock-up agreement as described in Section 5(h) below. Notwithstanding the foregoing, if (x) during the last 17 days of the 18060-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 18060-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 18060-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event. The Company will provide the Representatives Underwriter and each individual subject to the restricted period pursuant to the lockup lock-up letters described in Section 5(h) with prior notice of any such announcement that gives rise to an extension of the restricted period.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on the date hereof and ending on the 180th 60th day following the date of the Prospectus, the Company will not, without the prior written consent of WSI Xxxxx (which consent may be withheld at the sole discretion of WSIXxxxx), 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 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 Common Shares, options or warrants to acquire Common Shares or securities exchangeable or exercisable for or convertible into Common Shares, other than (a) the Shares to be sold hereunder, (b) the filing of a registration statement or prospectus supplement or the issuance by the Company of shares of Common Shares upon the conversion of OP Units outstanding on the date hereof of which the Underwriters have been advised in writinghereof, (c) grants of restricted Common Shares or restricted common share units pursuant to the Company’s 2008 Long-Term Equity Incentive Ownership Plan, provided that such securities will not vest or become exercisable, as applicable, during the 18060-day restricted period without the Representatives’ prior written consent, (d) the filing of a registration statement or the issuance of Common Shares pursuant to a dividend reinvestment plan, (e) the issuance of Common Shares or OP Units as consideration for the acquisition of real estate assets, or (df) any post-effective amendment to a registration statement on Form S-8 effective on the date hereof; provided, however, that prior to the issuance of any of the Company’s securities of pursuant to clause (c) during the restricted period, the recipient of such securities shall sign and deliver a lock-up agreement as described in Section 5(h) below. Notwithstanding the foregoing, if (x) during the last 17 days of the 18060-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 18060-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 18060-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the date of 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 lockup letters described in Section 5(h) with prior notice of any such announcement that gives rise to an extension of the restricted period.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on the date hereof and ending on the 180th day following the date of the Prospectus, the Company Such Selling Stockholder will not, without the prior written consent of WSI JRCO (which consent may be withheld at the in its sole discretion of WSIdiscretion), 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” 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 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 Common Shares, options or warrants to acquire Common Shares Shares, or securities exchangeable or exercisable for or convertible into Common SharesShares currently or hereafter owned either of record or beneficially (as defined in Rule 13d-3 under Exchange Act of 1934) by such Selling Stockholder, other than or publicly announce such Selling Stockholder’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 last day of the Lock-up Period. The foregoing sentence shall not apply to (a1) the Offered Shares to be sold hereunder, hereunder or (b2) the issuance a transfer by the Company of shares of Common Shares upon the conversion of OP Units outstanding on the date hereof of which the Underwriters have been advised in writing, (c) grants of restricted Common Shares or restricted common share units pursuant such Selling Stockholder to the Company’s 2008 Long-Term Equity Incentive Ownership Planan affiliate, provided that such securities will not vest or become exercisable, as applicable, during affiliate agrees in writing to be bound for the 180Lock-day restricted period without the Representatives’ prior written consent, or (d) any post-effective amendment to a registration statement on Form S-8 effective on the date hereof; provided, however, that prior to the issuance of any of the Company’s securities of pursuant to clause (c) during the restricted period, the recipient of such securities shall sign and deliver a lock-up agreement as described in Section 5(h) belowUp Period. Notwithstanding the foregoing, if (xi) during the last 17 days of the 180Lock-day restricted period up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs, occurs or (yii) prior to the expiration of the 180Lock-day restricted periodup Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 180Lock-day periodup Period, then in each case the restrictions imposed in this clause shall continue to apply Lock-up Period will be extended until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event. The Company , as applicable, except that such extension will provide not apply if, (i) at the Representatives and each individual subject to the restricted period pursuant to the lockup letters described in Section 5(h) with prior notice of any such announcement that gives rise to an extension expiration of the restricted periodLock-up Period, the Shares are “actively traded securities” (as defined in Regulation M) and (ii) that the Company meets the applicable requirements of paragraph (a)(1) of Rule 139 under the Securities Act of 1933, as amended, in the manner contemplated by Rule 2711(f)(4) of NASD.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on the date hereof and ending on the 180th day following the date of the Prospectus, the Company Such Selling Stockholder will not, except as contemplated by this Agreement without the prior written consent of WSI Cxxxx (which consent may be withheld at the in its sole discretion of WSIdiscretion), 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” 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 that 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, options or warrants to acquire shares of Common Shares Stock, Class B Common Stock, or securities exchangeable or exercisable for or convertible into Common Shares, other than (a) the Shares to be sold hereunder, (b) the issuance by the Company of shares of Common Shares upon Stock or Class B Common 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 conversion undersigned, or publicly announce the undersigned’s intention to do any of OP Units outstanding the foregoing, for a period commencing on the date hereof and continuing through the close of which trading on the Underwriters have been advised in writingdate 180 days after the date of the Prospectus. In addition, (c) grants such Selling Stockholder agrees that, without the prior written consent of restricted Common Shares or restricted common share units pursuant to the Company’s 2008 Long-Term Equity Incentive Ownership PlanCxxxx, provided that such securities it will not vest or become exercisable, as applicablenot, during the 180-day restricted period without the Representatives’ prior written consent, or (d) any post-effective amendment to a registration statement on Form S-8 effective commencing on the date hereof; providedhereof and ending 180 days after the date of the Prospectus, howevermake any demand for or exercise any right with respect to, that prior to the issuance registration of any shares of the Company’s securities of pursuant to clause (c) during the restricted period, the recipient of such securities shall sign and deliver a lock-up agreement as described in Section 5(h) belowCommon Stock or any security convertible into or exercisable or exchangeable for Common Stock. Notwithstanding the foregoing, if (x) 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 this clause shall continue to apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event. The Company will provide the Representatives Representative and any co-managers and each individual subject to the restricted period pursuant to the lockup lock-up letters described in Section 5(h) with prior notice of any such announcement that gives rise to an extension of the restricted period.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on the date hereof and ending on the 180th 60th day following the date of the Prospectus, the Company will not, without the prior written consent of WSI the Representative (which consent may be withheld at the sole discretion of WSIthe 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-1(h) under the Exchange Act, or otherwise dispose of or transfer (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 Common Shares, options or warrants to acquire Common Shares or securities exchangeable or exercisable for or convertible into Common Shares, other than (a) the Shares to be sold hereunder, (b) the filing of a registration statement or prospectus supplement or the issuance by the Company of shares of Common Shares upon the conversion of OP Units outstanding on the date hereof of which the Underwriters have been advised in writinghereof, (c) grants of restricted Common Shares or restricted common share units pursuant to the Company’s 2008 Long-Term Equity Incentive Ownership Plan, provided that none of such securities will not vest or become exercisable, as applicable, during the 18060-day restricted period without the Representatives’ Representative’s prior written consent, (d) the filing of a registration statement or the issuance of Common Shares pursuant to a dividend reinvestment plan, (e) the issuance of Common Shares or OP Units as consideration for the acquisition of real estate assets, or (df) any post-effective amendment to a registration statement on Form S-8 effective on the date hereof; provided, however, that prior to the issuance of any of the Company’s securities of pursuant to clause (c) during the restricted period, the recipient of such securities shall sign and deliver a lock-up agreement as described in Section 5(h) below. Notwithstanding the foregoing, if (x) 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 this clause shall continue to apply until the expiration of the 18-day period beginning on the date of 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 lockup letters described in Section 5(h) with prior notice of any such announcement that gives rise to an extension of the restricted period.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on the date hereof and ending on the 180th day following the date of the Prospectus, the Company The Selling Stockholder will not, without the prior written consent of WSI Xxxxxxx Xxxx & Company L.L.C. (which consent may be withheld at the in its sole discretion of WSIdiscretion), 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” 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 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 Common Shares, options or warrants to acquire Common Shares Shares, or securities exchangeable or exercisable for or convertible into Common SharesShares currently or hereafter owned either of record or beneficially (as defined in Rule 13d-3 under Exchange Act) by the Selling Stockholder, other than or publicly announce the Selling Stockholder’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 last day of the Lock-up Period. The foregoing sentence shall not apply to (a1) the Optional Shares to be sold hereunder, hereunder or (b2) the issuance a transfer by the Company of shares of Common Shares upon the conversion of OP Units outstanding on the date hereof of which the Underwriters have been advised in writing, (c) grants of restricted Common Shares or restricted common share units pursuant Selling Stockholder to the Company’s 2008 Long-Term Equity Incentive Ownership Planan affiliate, provided that such securities will not vest or become exercisable, as applicable, during affiliate agrees in writing to be bound for the 180Lock-day restricted period without the Representatives’ prior written consent, or (d) any post-effective amendment to a registration statement on Form S-8 effective on the date hereof; provided, however, that prior to the issuance of any of the Company’s securities of pursuant to clause (c) during the restricted period, the recipient of such securities shall sign and deliver a lock-up agreement as described in Section 5(h) belowUp Period. Notwithstanding the foregoing, if (xi) during the last 17 days of the 180Lock-day restricted period up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs, occurs or (yii) prior to the expiration of the 180Lock-day restricted periodup Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 180Lock-day periodup Period, then in each case the restrictions imposed in this clause shall continue to apply Lock-up Period will be extended until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event. The Company , as applicable, except that such extension will provide not apply if, (i) at the Representatives and each individual subject to the restricted period pursuant to the lockup letters described in Section 5(h) with prior notice of any such announcement that gives rise to an extension expiration of the restricted periodLock-up Period, the Shares are “actively traded securities” (as defined in Regulation M) and (ii) that the Company meets the applicable requirements of paragraph (a)(1) of Rule 139 under the Securities Act of 1933, as amended, in the manner contemplated by Rule 2711(f)(4) of FINRA.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on the date hereof and ending on the 180th day following the date of the Prospectus, the Company Trust will not, without the prior written consent of WSI the Representatives (which consent may be withheld at the sole discretion of WSIthe 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-1(h) under the Exchange Act, or otherwise dispose of or transfer (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 Common Shares, options or warrants to acquire Common Shares or securities exchangeable or exercisable for or convertible into Common Shares, Shares (other than (a) as contemplated by this Agreement with respect to the Shares to be sold hereunder, (b) and the issuance by the Company of shares of Common Shares upon the conversion of OP Units outstanding on the date hereof of which the Underwriters have been advised in writing, (c) grants of restricted Common Shares or restricted common share units pursuant to the Company’s 2008 Long-Term Equity Incentive Ownership Plan, Selling Shareholder as part of the Contribution and as contemplated by the Master Transaction Agreement); provided that such securities will not vest or become exercisable, as applicable, during the 180-day restricted period without the Representatives’ prior written consent, or (d) any post-effective amendment to Trust may file a registration statement on Form S-8 effective on to register Common Shares pursuant to any Trust employee benefit plan described in the date hereof; providedDisclosure Package and the Prospectus and may grant stock options, however, that prior shares of restricted stock and other awards pursuant to the issuance terms of any of Trust employee benefit plan described in the Company’s securities of pursuant to clause (c) Disclosure Package and the Prospectus as long as such awards do not vest, in whole or in part, during the restricted period, such 180-day period or the recipient of such securities shall sign and deliver a lock-up agreement as vested award agrees to be bound by the restrictions described in Section 5(h) belowthis section. Notwithstanding the foregoing, if (x) during the last 17 days of the 180-day restricted period the Company Trust issues an earnings release or material news or a material event relating to the Company Trust occurs, or (y) prior to the expiration of the 180-day restricted period, the Company Trust 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 date of the issuance of the earnings release or the occurrence of the material news or material event. The Company Trust will provide the Representatives and any co-managers and each individual subject to the restricted period pursuant to the lockup letters described in Section 5(h5 (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 Shares. During the period commencing on the date hereof and ending on the 180th day following the date of the Prospectus, the Company The Selling Stockholder will not, without the prior written consent of WSI the Underwriter (which consent may be withheld at the in its sole discretion of WSIdiscretion), 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” 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 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 Common Shares, options or warrants to acquire Common Shares Shares, or securities exchangeable or exercisable for or convertible into Common SharesShares currently or hereafter owned either of record or beneficially (as defined in Rule 13d-3 under Exchange Act of 1934) by the Selling Stockholder, other than or publicly announce the Selling Stockholder’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 last day of the Lock-up Period. The foregoing sentence shall not apply to (a1) the Optional Shares to be sold hereunder, hereunder or (b2) the issuance a transfer by the Company of shares of Common Shares upon the conversion of OP Units outstanding on the date hereof of which the Underwriters have been advised in writing, (c) grants of restricted Common Shares or restricted common share units pursuant Selling Stockholder to the Company’s 2008 Long-Term Equity Incentive Ownership Planan affiliate, provided that such securities will not vest or become exercisable, as applicable, during affiliate agrees in writing to be bound for the 180Lock-day restricted period without the Representatives’ prior written consent, or (d) any post-effective amendment to a registration statement on Form S-8 effective on the date hereof; provided, however, that prior to the issuance of any of the Company’s securities of pursuant to clause (c) during the restricted period, the recipient of such securities shall sign and deliver a lock-up agreement as described in Section 5(h) belowUp Period. Notwithstanding the foregoing, if (xi) during the last 17 days of the 180Lock-day restricted period up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs, occurs or (yii) prior to the expiration of the 180Lock-day restricted periodup Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 180Lock-day periodup Period, then in each case the restrictions imposed in this clause shall continue to apply Lock-up Period will be extended until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event. The Company , as applicable, except that such extension will provide not apply if, (i) at the Representatives and each individual subject to the restricted period pursuant to the lockup letters described in Section 5(h) with prior notice of any such announcement that gives rise to an extension expiration of the restricted periodLock-up Period, the Shares are “actively traded securities” (as defined in Regulation M) and (ii) that the Company meets the applicable requirements of paragraph (a)(1) of Rule 139 under the Securities Act of 1933, as amended, in the manner contemplated by Rule 2711(f)(4) of NASD.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on the date hereof and ending on the 180th 60th day following the date of the Prospectus, the Company will not, without the prior written consent of WSI Xxxxx (which consent may be withheld at the sole discretion of WSIXxxxx), 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 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 Common Shares, options or warrants to acquire Common Shares or securities exchangeable or exercisable for or convertible into Common Shares, other than (a) the Shares to be sold hereunder, (b) the filing of a registration statement or prospectus supplement or the issuance by the Company of shares of Common Shares upon the conversion of OP Units outstanding on the date hereof of which the Underwriters have been advised in writinghereof, (c) grants of restricted Common Shares or restricted common share units pursuant to the Company’s 2008 Long-Term Equity Incentive Ownership Plan, provided that such securities will not vest or become exercisable, as applicable, during the 18060-day restricted period without the Representatives’ Xxxxx’x prior written consent, (d) the filing of a registration statement or the issuance of Common Shares pursuant to a dividend reinvestment plan, (e) the issuance of Common Shares or OP Units as consideration for the acquisition of real estate assets, or (df) any post-effective amendment to a registration statement on Form S-8 effective on the date hereof; provided, however, that prior to the issuance of any of the Company’s securities of pursuant to clause (c) during the restricted period, the recipient of such securities shall sign and deliver a lock-up agreement as described in Section 5(h) below. Notwithstanding the foregoing, if (x) during the last 17 days of the 18060-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 18060-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 18060-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the date of 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 lockup letters described in Section 5(h) with prior notice of any such announcement that gives rise to an extension of the restricted period.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on the date hereof and ending on the 180th 90th day following the date of the Prospectus, the Company will not, without the prior written consent of WSI BMO (which consent may be withheld at the sole discretion of WSIBMO), 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 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 Common Shares, options or warrants to acquire Common Shares or securities exchangeable or exercisable for or convertible into Common Shares, other than (a) the Shares to be sold hereunder, (b) the issuance by the Company of shares of Common Shares upon the conversion of OP Units outstanding on the date hereof of which the Underwriters have been advised in writing, (c) grants of restricted Common Shares or restricted common share units pursuant to the Company’s 2008 Long-Term Equity Incentive Ownership Plan, provided that such securities will not vest or become exercisable, as applicable, during the 18090-day restricted period without the Representatives’ prior written consent, (d) the filing of a registration statement or the issuance of Common Shares pursuant to a dividend reinvestment plan, (e) the issuance of Common Shares or OP Units as consideration for the acquisition of real estate assets, or (df) any post-effective amendment to a registration statement on Form S-8 effective on the date hereof; provided, however, that prior to the issuance of any of the Company’s securities of pursuant to clause (c) during the restricted period, the recipient of such securities shall sign and deliver a lock-up agreement as described in Section 5(h) below. Notwithstanding the foregoing, if (x) during the last 17 days of the 18090-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 18090-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 18090-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the date of 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 lockup letters described in Section 5(h) with prior notice of any such announcement that gives rise to an extension of the restricted period.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on the date hereof and ending on the 180th day sixty (60) days following the date of the ProspectusProspectus (the “Lock-up Period”), the Company will not, without the prior written consent of WSI Fxxxxx, Bxxxx Wxxxx, Incorporated (which consent may be withheld at the sole discretion of WSIFxxxxx, Bxxxx Wxxxx, Incorporated), directly or indirectly, issue, 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 that is designed to, or might reasonably be expected to, result in the disposition of)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, Shares (other than (a) the Shares to be sold hereunder, (b) the issuance as contemplated by the Company of shares of Common Shares upon the conversion of OP Units outstanding on the date hereof of which the Underwriters have been advised in writing, (c) grants of restricted Common Shares or restricted common share units pursuant this Agreement with respect to the Company’s 2008 Long-Term Equity Incentive Ownership Plan, provided that such securities will not vest or become exercisable, as applicable, during the 180-day restricted period without the Representatives’ prior written consent, or (d) any post-effective amendment to a registration statement on Form S-8 effective on the date hereof; provided, however, that prior to the issuance of any of the Company’s securities of pursuant to clause (c) during the restricted period, the recipient of such securities shall sign and deliver a lock-up agreement as described in Section 5(h) belowOffered Shares). Notwithstanding the foregoing, if (x1) during the last 17 days of the 180Lock-day restricted period up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs, or (y2) prior to the expiration of the 180Lock-day restricted periodup 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 180Lock-day periodup Period, the restrictions imposed in by this clause Section (3)(A)(m) shall continue to apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless Fxxxxx, Bxxxx Wxxxx, Incorporated waives, in writing, such extension. The foregoing restrictions in the immediately preceding paragraph shall not apply to (A) the issuance by the Company will provide the Representatives and each individual subject to the restricted period of its Shares pursuant to the lockup letters described in Section 5(hdividend reinvestment plan or (B) with prior notice of any such announcement that gives rise options granted pursuant to an extension any stock option plan of the restricted periodCompany referred to in the Prospectus.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on the date hereof and ending on the 180th day following the date of the Prospectus, the Company The Selling Shareholder will not, without the prior written consent of WSI the Underwriter (which consent may be withheld at the in its sole discretion of WSIdiscretion), 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” 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 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 Common Shares, options or warrants to acquire Common Shares Shares, or securities exchangeable or exercisable for or convertible into Common SharesShares currently or hereafter owned either of record or beneficially (as defined in Rule 13d-3 under Exchange Act of 1934) by the Selling Shareholder, other than or publicly announce the Selling Shareholder’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 last day of the Lock-up Period. The foregoing sentence shall not apply to (a1) the Offered Shares to be sold hereunder, hereunder or (b2) the issuance a transfer by the Company of shares of Common Shares upon the conversion of OP Units outstanding on the date hereof of which the Underwriters have been advised in writing, (c) grants of restricted Common Shares or restricted common share units pursuant Selling Shareholder to the Company’s 2008 Long-Term Equity Incentive Ownership Planan affiliate, provided that such securities will not vest or become exercisable, as applicable, during affiliate agrees in writing to be bound for the 180Lock-day restricted period without the Representatives’ prior written consent, or (d) any post-effective amendment to a registration statement on Form S-8 effective on the date hereof; provided, however, that prior to the issuance of any of the Company’s securities of pursuant to clause (c) during the restricted period, the recipient of such securities shall sign and deliver a lock-up agreement as described in Section 5(h) belowUp Period. Notwithstanding the foregoing, if (xi) during the last 17 days of the 180Lock-day restricted period up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs, occurs or (yii) prior to the expiration of the 180Lock-day restricted periodup Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 180Lock-day periodup Period, then in each case the restrictions imposed in this clause shall continue to apply Lock-up Period will be extended until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event. The Company , as applicable, except that such extension will provide not apply if, (i) at the Representatives and each individual subject to the restricted period pursuant to the lockup letters described in Section 5(h) with prior notice of any such announcement that gives rise to an extension expiration of the restricted periodLock-up Period, the Shares are “actively traded securities” (as defined in Regulation M) and (ii) that the Company meets the applicable requirements of paragraph (a)(1) of Rule 139 under the Securities Act of 1933, as amended, in the manner contemplated by Rule 2711(f)(4) of NASD.