Common use of Request by Holders Clause in Contracts

Request by Holders. Subject to Section 1.2(e)(ii), if the Company receives at any time after the date of this Agreement a written request from any of Kimco Realty Services, Inc., Third Avenue Trust, on behalf of the Third Avenue Real Estate Value Fund Series, Cypress Merchant Banking Partners LP, Cypress Garden LTD. or each of their respective transferees and assigns (the "REQUESTING HOLDER") that the Company register Registrable Securities held by the Requesting Holder (a "DEMAND REQUEST"), then the Company shall, within ten (10) days after receipt of such Demand Request, give written notice of such request ("REQUEST NOTICE") to all Holders. Each Demand Request shall (x) specify the number of Registrable Securities that the Requesting Holder intends to sell or dispose of, (y) state the intended method or methods of sale or disposition of the Registrable Securities and (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Requesting Holder to be received for such Registrable Securities. Following receipt of a Demand Request, the Company shall: (i) use commercially reasonable efforts to file within one hundred (100) days of the date of delivery to the Company of the Demand Request, a Registration Statement covering such Registrable Securities which the Company has been so requested to register by the Requesting Holder and other Holders who request to the Company that their Registrable Securities be registered within fifteen (15) days of the mailing of the Request Notice, providing for the registration under the Securities Act of such Registrable Securities to the extent necessary to permit the disposition of such Registrable Securities in accordance with the intended method of distribution specified in such Demand Request; (ii) use its commercially reasonable efforts to have such Registration Statement declared effective by the SEC as soon as practicable thereafter; and (iii) refrain from filing any other Registration Statements, other than pursuant to a Registration Statement on Form S-4 or S-8 (or similar or successor forms), with respect to any other securities of the Company until such date which is one hundred and twenty (120) days following effectiveness of the Registration Statement filed in response to the Demand Request.

Request by Holders. Subject to Section 1.2(e)(ii), if If the Company receives shall receive at any time after the earlier of (i) one hundred and eighty (180) days after the effective date of this Agreement the Company’s initial public offering of its securities pursuant to a registration filed under the Securities Act and (ii) the third (3rd) anniversary following the date of the initial closing of the sale of shares of Series C Stock under the Series C Agreement, a written request from any the Holders of Kimco Realty Services, Inc., Third Avenue Trust, on behalf at least thirty percent (30%) of the Third Avenue Real Estate Value Fund Series, Cypress Merchant Banking Partners LP, Cypress Garden LTD. or each of their respective transferees and assigns Registrable Securities Then Outstanding (the "REQUESTING HOLDER"“Initiating Holders”) that the Company register file a registration statement under the Securities Act covering the registration of Registrable Securities held by the Requesting Holder (a "DEMAND REQUEST")pursuant to this Section 2.2, then the Company shall, within ten (10) business days after of the receipt of such Demand Requestwritten request, give written notice of such request ("REQUEST NOTICE"“Request Notice”) to all Holders. Each Demand Request shall (x) specify the number of Registrable Securities that the Requesting Holder intends to sell or dispose of, (y) state the intended method or methods of sale or disposition of the Registrable Securities and (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Requesting Holder to be received for such Registrable Securities. Following receipt of a Demand Requesteffect, the Company shall: (i) use commercially reasonable efforts to file within one hundred (100) days of the date of delivery to the Company of the Demand Requestas soon as practicable, a Registration Statement covering such Registrable Securities which the Company has been so requested to register by the Requesting Holder and other Holders who request to the Company that their Registrable Securities be registered within fifteen (15) days of the mailing of the Request Notice, providing for the registration under the Securities Act of such all Registrable Securities which Holders request to be registered and included in such registration by written notice given by such Holders to the extent necessary Company within twenty (20) days after receipt of the Request Notice, subject only to permit the disposition limitations of such this Section 2.2; provided, however, that the Company shall not have any obligation to effect the filing of a registration statement under this Section 2.2(a) under either of the following two circumstances: (i) if the Registrable Securities in accordance with requested by all Holders to be registered pursuant to a request hereunder do not represent 20% or more of the intended method total number of distribution specified in such Demand Request; Registrable Securities Then Outstanding and have an anticipated aggregate public offering price (before any underwriting discounts and commissions) of less than Five Million Dollars ($5,000,000); and (ii) use its commercially during any period beginning with the date ninety (90) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date one hundred and eighty (180) days following the effective date of any Company-initiated registration under the Securities Act (other than a registration relating solely to any employee benefit plan or a corporate reorganization); provided that the Company’s right under this clause (ii) not to file a registration statement shall be contingent upon the Company providing notice to the Initiating Holders within thirty (30) days of their request under this Section 2.2 of the Company’s intent to file such a Company-initiated registration statement within ninety (90) days and the Company thereafter actively employing in good faith, reasonable efforts to have cause such Registration Statement declared effective by the SEC as soon as practicable thereafter; and (iii) refrain from filing any other Registration Statements, other than pursuant Company-initiated registration statement to a Registration Statement on Form S-4 or S-8 (or similar or successor forms), with respect to any other securities of the Company until such date which is one hundred and twenty (120) days following effectiveness of the Registration Statement filed in response to the Demand Requestbecome effective.

Request by Holders. Subject to Section 1.2(e)(ii), if If (i) the Company receives shall at any time after the date of this Agreement one hundred and twentieth (120th) day after the Closing receive a written request from any the Holders of Kimco Realty Services, Inc., Third Avenue Trust, on behalf at least fifty percent (50%) of the Third Avenue Real Estate Value Fund SeriesSeries A Preferred issued as of the Closing, Cypress Merchant Banking Partners LP, Cypress Garden LTD. or each of their respective transferees and assigns (the "REQUESTING HOLDER") that the Company register file a registration statement under the Securities Act (including, without limitation, a "shelf" registration statement, if requested by such Holders, during any period of time that Rule 144 is not available as an exemption for the sale in a single 90-day period of all of the Registrable Securities held by that any such Holder desires to sell, in which case the Requesting Holder Company would maintain the effectiveness of such "shelf" registration statement until the earlier of the first anniversary of the effectiveness thereof or the date on which all such Registrable Securities could be sold under Rule 144 in a single 90-day period) covering the registration of Registrable Securities, and (a "DEMAND REQUEST")ii) the expected gross proceeds of the sale of Registrable Securities under such registration statement would equal or exceed $2,000,000, then the Company shall, within ten (10) business days after of the receipt of such Demand Requestwritten request, give written notice of such request ("REQUEST NOTICERequest Notice") to all Holders. Each Demand Request shall (x) specify the number of Registrable Securities that the Requesting Holder intends to sell or dispose of, (y) state the intended method or methods of sale or disposition of the Registrable Securities and (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Requesting Holder to be received for such Registrable Securities. Following receipt of a Demand Request, the Company shall: (i) use commercially reasonable efforts to file within one hundred (100) days of the date of delivery to the Company of the Demand Requesteffect, a Registration Statement covering such Registrable Securities which the Company has been so requested to register by the Requesting Holder and other Holders who request to the Company that their Registrable Securities be registered within fifteen (15) days of the mailing of the Request Noticeas soon as practicable, providing for the registration under the Securities Act of all Registrable Securities that Holders request to be registered and included in such registration by written notice given such Holders to the Company within twenty (20) days after receipt of the Request Notice, subject only to the limitations of this Section 7(b); provided that the Company shall not be obligated to effect any such registration if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to Section 7(b)(iii), other than a registration from which the Registrable Securities of Holders have been excluded with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration. If requested by such Holders upon the advice of the underwriter, the Company shall register such Registrable Securities to the extent necessary to permit the disposition of such Registrable Securities in accordance with the intended method of distribution specified in such Demand Request; (ii) use its commercially reasonable efforts to have such Registration Statement declared effective by the SEC as soon as practicable thereafter; and (iii) refrain from filing any other Registration Statements, other than pursuant to a Registration Statement on Form S-4 S-1 or S-8 (or similar or any successor forms), with respect to any other securities of the Company until such date which is one hundred and twenty (120) days following effectiveness of the Registration Statement filed in response to the Demand Requestregistration form.

Request by Holders. Subject to Section 1.2(e)(ii), if If the Company receives shall receive at any time after (but not within 12 months of the effective date of another Demand Registration Statement effected by the Company on behalf of any Holder pursuant to this Agreement Section 2.2), a written request ("Demand Notice") from any Holder who holds Registrable Securities in excess of Kimco Realty Services, Inc., Third Avenue Trust, on behalf 1% of the Third Avenue Real Estate Value Fund Seriesthen outstanding number of shares of Class A Common Stock (each such Person eligible to make a request, Cypress Merchant Banking Partners LPan "Eligible Holder" and each such Person who makes a request, Cypress Garden LTD. or each of their respective transferees and assigns (the a "REQUESTING HOLDERRequestor") that the Company register file a Registration Statement under the Securities Act covering the Registration of Registrable Securities held by the Requesting Holder (a "DEMAND REQUEST")pursuant to this Section 2.2, then the Company shall, within fifteen (15) business days of the receipt of the Demand Notice, give written acknowledgment of such request ("Request Acknowledgment") to each Eligible Holder (if any). If an Eligible Holder desires to include in any such Registration Statement all or any part of the Registrable Securities then held by such Eligible Holder, the Eligible Holder shall, within ten (10) days after receipt of the Request Acknowledgement from the Company, so notify the Company in writing, and in such Demand Request, give written notice shall inform the Company of such request ("REQUEST NOTICE") to all Holders. Each Demand Request shall (x) specify the number of Registrable Securities the Eligible Holder wishes to include in such Registration Statement. Eligible Holders who elect to participate in an offering pursuant to this Section 2.2 or pursuant to Section 2.3 (including but not limited to a Requestor) are referred to collectively as "Selling Shareholders". The Company shall effect, as soon as reasonably practicable, the Registration under the Securities Act of all Applicable Securities which the Selling Shareholders request to be registered and included in such Registration, subject only to the limitations of this Section 2.2; provided that the Requesting Holder intends Applicable Securities requested by the Requestor(s) to sell or dispose of, be registered pursuant to such request must either: (yi) state the intended method or methods be at least 10% of sale or disposition of the all Registrable Securities and then outstanding (zbut having an anticipated aggregate public offering price of at least $10,000,000) specify the expected or (ii) have an anticipated aggregate public offering price range (net of before any underwriting discounts and commissions) acceptable to the Requesting Holder to be received for such Registrable Securities. Following receipt of a Demand Request, the Company shall: (i) use commercially reasonable efforts to file within one hundred (100) days of the date of delivery to the Company of the Demand Request, a Registration Statement covering such Registrable Securities which the Company has been so requested to register by the Requesting Holder and other Holders who request to the Company that their Registrable Securities be registered within fifteen (15) days of the mailing of the Request Notice, providing for the registration under the Securities Act of such Registrable Securities to the extent necessary to permit the disposition of such Registrable Securities in accordance with the intended method of distribution specified in such Demand Request; (ii) use its commercially reasonable efforts to have such Registration Statement declared effective by the SEC as soon as practicable thereafter; and (iii) refrain from filing any other Registration Statements, other not less than pursuant to a Registration Statement on Form S-4 or S-8 (or similar or successor forms), with respect to any other securities of the Company until such date which is one hundred and twenty (120) days following effectiveness of the Registration Statement filed in response to the Demand Request$20,000,000.

Request by Holders. Subject to Section 1.2(e)(ii), if If the Company receives shall receive at any time after the earlier of (i) three (3) years from the date of this Agreement or (ii) six (6) months after the effective date of the first registration statement for a public offering of securities of the Company (other than a registration statement relating to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or an SEC Rule 145 transaction), or the subsequent date on which all market stand-off agreements applicable to the offering have terminated, a written request from any the Holders of Kimco Realty Services, Inc., Third Avenue Trust, on behalf at least 50% of the Third Avenue Real Estate Value Fund Series, Cypress Merchant Banking Partners LP, Cypress Garden LTD. or each of their respective transferees and assigns Registrable Securities then outstanding (the "REQUESTING HOLDER"“Initiating Holders”) that the Company register file a registration statement under the Securities Act covering the registration of fifty percent (50%) of the Registrable Securities held by then outstanding or such lesser amount as would have an anticipated aggregate public offering price (after deduction for underwriter’s discounts and expenses related to the Requesting Holder issuance) of not less than $25,000,000 and a per-share offering price of not less than $20.00 (a "DEMAND REQUEST"as adjusted for any stock dividends, combinations or splits with respect to such shares), then the Company shall, within ten (10) business days after of the receipt of such Demand Requestwritten request, give written notice of such request ("REQUEST NOTICE"“Demand Notice”) to all Holders. Each Demand Request shall (x) specify the number of Registrable Securities that the Requesting Holder intends to sell or dispose ofHolders and, (y) state the intended method or methods of sale or disposition of the Registrable Securities and (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Requesting Holder to be received for such Registrable Securities. Following receipt of a Demand Request, the Company shall: (i) as use commercially reasonable efforts to file as soon as practicable, and in any event within one hundred ninety (10090) days after the date such request is given by the Initiating Holders, a registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date of delivery the Demand Notice is given, and in each case, subject to the Company limitations of the Demand Request, a Registration Statement covering such Registrable Securities which the Company has been so requested to register by the Requesting Holder and other Holders who request to the Company that their Registrable Securities be registered within fifteen (15) days of the mailing of the Request Notice, providing for the registration under the Securities Act of such Registrable Securities to the extent necessary to permit the disposition of such Registrable Securities in accordance with the intended method of distribution specified in such Demand Request; (ii) use its commercially reasonable efforts to have such Registration Statement declared effective by the SEC as soon as practicable thereafter; and (iii) refrain from filing any other Registration Statements, other than pursuant to a Registration Statement on Form S-4 or S-8 (or similar or successor forms), with respect to any other securities of the Company until such date which is one hundred and twenty (120) days following effectiveness of the Registration Statement filed in response to the Demand Requestthis Section 2.

Request by Holders. Subject to Section 1.2(e)(ii), if If the Company receives at any time after commencing on the earliest of (i) the first anniversary of the date of this Agreement Agreement, (ii) the date that is 180 calendar days after the closing of the Company’s IPO, (iii) the completion by the Company of a merger, consolidation, sale, transfer, lease or other conveyance of all or substantially all of the assets or any other similar business combination or transaction with another company listed on the New York Stock Exchange, the American Stock Exchange, the Nasdaq National Market or the Nasdaq SmallCap Market, or (iv) the date upon which the Company becomes a reporting company under Section 12 or 15 of the Exchange Act other than in connection with the Company’s IPO, a written request from any of Kimco Realty Services, Inc., Third Avenue Trust, on behalf Holders (the “Requesting Holders”) that hold (A) at least 50% of the Third Avenue Real Estate Value Fund SeriesRegistrable Securities then outstanding attributable to or originally attributable to the Series B Preferred Stock (or a lesser percent if the anticipated aggregate offering price, Cypress Merchant Banking Partners LPnet of underwriting discounts and commissions, Cypress Garden LTD. would exceed (x) in the event the Company is already a public company, $5,000,000 or each (y) in the event the Company is not already a public company, $20,000,000 or (B) at least 50% of their respective transferees and assigns (the "REQUESTING HOLDER") Registrable Securities not attributable or originally attributable to the Series B Preferred Stock, that the Company register Registrable Securities held by Requesting Holders (in the Requesting Holder (case of a "DEMAND REQUEST"Series B demand, a “Series B Demand Request”, and in the case of a Non-Series B demand, a “Non-Series B Demand Request” and either, a “Demand Request”), then the Company shall, within ten (10) calendar days after receipt of such Demand Request, give written notice of such request ("REQUEST NOTICE"“Request Notice”) to all Holders. Each Demand Request shall (x) specify the number of Registrable Securities that the Requesting Holder intends Holders intend to sell or dispose of, (y) state the intended method or methods of sale or disposition of the Registrable Securities and (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Requesting Holder Holders to be received for such Registrable Securities. Following receipt of a Demand Request, the Company shall: (i) use commercially reasonable efforts to file within one hundred (100) days of the date of delivery to the Company of the Demand Request, a Registration Statement covering such Registrable Securities which the Company has been so requested to register by the Requesting Holder and other Holders who request to the Company that their Registrable Securities be registered within fifteen (15) days of the mailing of the Request Notice, providing for the registration under the Securities Act of such Registrable Securities to the extent necessary to permit the disposition of such Registrable Securities in accordance with the intended method of distribution specified in such Demand Request; (ii) use its commercially reasonable efforts to have such Registration Statement declared effective by the SEC as soon as practicable thereafter; and (iii) refrain from filing any other Registration Statements, other than pursuant to a Registration Statement on Form S-4 or S-8 (or similar or successor forms), with respect to any other securities of the Company until such date which is one hundred and twenty (120) days following effectiveness of the Registration Statement filed in response to the Demand Request.

Request by Holders. Subject From and after the date that is thirty (30) days following the date on which the Company is current with respect to Section 1.2(e)(iithe filings with the Commission required to be made by it pursuant to the Exchange Act of 1934, as amended (the “Exchange Act”), if the Company receives at any time after the date of this Agreement a written request from any of Kimco Realty Services, Inc., Third Avenue Trust, on behalf Holders that hold at least ten percent (10%) of the Third Avenue Real Estate Value Fund SeriesNotes or Warrant Shares, Cypress Merchant Banking Partners LPas applicable, Cypress Garden LTD. or each of their respective transferees and assigns originally issued (the "REQUESTING HOLDER"“Requesting Holders”) that the Company register Registrable Securities held by the Requesting Holder Holders (a "DEMAND REQUEST"“Demand Request”), then the Company shall, within ten (10) days after receipt of such Demand Request, give written notice of such request ("REQUEST NOTICE"“Request Notice”) to all Holders. Each Demand Request shall (x) specify the type and number of Registrable Securities that the Requesting Holder intends Holders intend to sell or dispose of, (y) state the intended method or methods of sale or disposition of the such Registrable Securities and (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Requesting Holder Holders to be received for such Registrable Securities. Following receipt of a Demand Request, the Company shall: (i) use commercially reasonable efforts cause to file be filed, as soon as practicable, but within one hundred ninety (10090) days of the date of delivery to the Company of the Demand Request, a Registration Statement covering such Registrable Securities which that the Company has been so requested to register by the Requesting Holder Holders and other Holders who request to the Company that their Registrable Securities be registered within fifteen (15) days of the mailing of the Request Notice, providing for the registration under the Securities Act of such Registrable Securities to the extent necessary to permit the disposition of such Registrable Securities in accordance with the intended method of distribution specified in such Demand Request;; and (ii) use its commercially reasonable efforts to have such Registration Statement declared effective by the SEC as soon as practicable thereafter; and (iii) refrain from filing any other Registration Statements, other than pursuant to a Registration Statement on Form S-4 or S-8 (or similar or successor forms), with respect to any other securities of the Company until such date which is one hundred and twenty (120) days following effectiveness of the Registration Statement filed in response to the Demand Request.

Request by Holders. Subject to Section 1.2(e)(ii), if If (i) the Company receives shall at any time after the date of this Agreement one hundred and twentieth (120th) day after the Closing receive a written request from any the Holders of Kimco Realty Services, Inc., Third Avenue Trust, on behalf at least fifty percent (50%) of the Third Avenue Real Estate Value Fund SeriesSeries B Preferred issued as of the Closing, Cypress Merchant Banking Partners LP, Cypress Garden LTD. or each of their respective transferees and assigns (the "REQUESTING HOLDER") that the Company register file a registration statement under the Securities Act (including, without limitation, a "shelf" registration statement, if requested by such Holders, during any period of time that Rule 144 is not available as an exemption for the sale in a single 90-day period of all of the Registrable Securities held by that any such Holder desires to sell, in which case the Requesting Holder Company would maintain the effectiveness of such "shelf" registration statement until the earlier of the first anniversary of the effectiveness thereof or the date on which all such Registrable Securities could be sold under Rule 144 in a single 90-day period) covering the registration of Registrable Securities, and (a "DEMAND REQUEST")ii) the expected gross proceeds of the sale of Registrable Securities under such registration statement would equal or exceed $2,000,000, then the Company shall, within ten (10) business days after of the receipt of such Demand Requestwritten request, give written notice of such request ("REQUEST NOTICERequest Notice") to all Holders. Each Demand Request shall (x) specify the number of Registrable Securities that the Requesting Holder intends to sell or dispose of, (y) state the intended method or methods of sale or disposition of the Registrable Securities and (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Requesting Holder to be received for such Registrable Securities. Following receipt of a Demand Request, the Company shall: (i) use commercially reasonable efforts to file within one hundred (100) days of the date of delivery to the Company of the Demand Requesteffect, a Registration Statement covering such Registrable Securities which the Company has been so requested to register by the Requesting Holder and other Holders who request to the Company that their Registrable Securities be registered within fifteen (15) days of the mailing of the Request Noticeas soon as practicable, providing for the registration under the Securities Act of all Registrable Securities that Holders request to be registered and included in such registration by written notice given such Holders to the Company within twenty (20) days after receipt of the Request Notice, subject only to the limitations of this Section 7(b); provided that the Company shall not be obligated to effect any such registration if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to Section 7(b)(iii), other than a registration from which the Registrable Securities of Holders have been excluded with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration. If requested by such Holders upon the advice of the underwriter, the Company shall register such Registrable Securities to the extent necessary to permit the disposition of such Registrable Securities in accordance with the intended method of distribution specified in such Demand Request; (ii) use its commercially reasonable efforts to have such Registration Statement declared effective by the SEC as soon as practicable thereafter; and (iii) refrain from filing any other Registration Statements, other than pursuant to a Registration Statement on Form S-4 S-1 or S-8 (or similar or any successor forms), with respect to any other securities of the Company until such date which is one hundred and twenty (120) days following effectiveness of the Registration Statement filed in response to the Demand Requestregistration form.

Request by Holders. Subject to Section 1.2(e)(ii), if If (i) the Company receives shall at any time after the date of this Agreement one hundred and twentieth (120th) day after the Closing receive a written request from any the Holders of Kimco Realty Services, Inc., Third Avenue Trust, on behalf at least fifty percent (50%) of the Third Avenue Real Estate Value Fund SeriesSeries A Preferred issued as of the Closing, Cypress Merchant Banking Partners LP, Cypress Garden LTD. or each of their respective transferees and assigns (the "REQUESTING HOLDER") that the Company register file a registration statement under the Securities Act (including, without limitation, a "shelf" registration statement, if requested by such Holders, during any period of time that Rule 144 is not available as an exemption for the sale in a single 90-day period of all of the Registrable Securities held by that any such Holder desires to sell, in which case the Requesting Holder Company would maintain the effectiveness of such "shelf" registration statement until the earlier of the first anniversary of the effectiveness thereof or the date on which all such Registrable Securities could be sold under Rule 144 in a single 90-day period) covering the registration of Registrable Securities, and (a "DEMAND REQUEST")ii) the expected gross proceeds of the sale of Registrable Securities under such registration statement would equal or exceed $2,000,000, then the Company shall, within ten (10) business days after of the receipt of such Demand Requestwritten request, give written notice of such request ("REQUEST NOTICERequest Notice") to all Holders. Each Demand Request shall (x) specify the number of Registrable Securities that the Requesting Holder intends to sell or dispose of, (y) state the intended method or methods of sale or disposition of the Registrable Securities and (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Requesting Holder to be received for such Registrable Securities. Following receipt of a Demand Request, the Company shall: (i) use commercially reasonable efforts to file within one hundred (100) days of the date of delivery to the Company of the Demand Requesteffect, a Registration Statement covering such Registrable Securities which the Company has been so requested to register by the Requesting Holder and other Holders who request to the Company that their Registrable Securities be registered within fifteen (15) days of the mailing of the Request Noticeas soon as practicable, providing for the registration under the Securities Act of all Registrable Securities that Holders request to be registered and included in such registration by written notice given such Holders to the Company within twenty (20) days after receipt of the Request Notice, subject only to the limitations of this Section 7(b); provided that the Company shall not be obligated to effect any such registration if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to Section 7(b)(iii), other than a registration from which the Registrable Securities of Holders have been excluded with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration. If requested by such Holders upon the advice of the underwriter, the Company shall register such Registrable Securities on Form S-1 or any successor registration form. (B) Underwriting. If the Holders initiating the registration request under this Section 7(b)(ii) ("Initiating Holders") intend to distribute the extent necessary Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request, and the Company shall include such information in the written notice referred to permit in Section 7(b)(ii)(A). In such event, the disposition right of such any Holder to include his or her Registrable Securities in accordance with the intended method of distribution specified such registration shall be conditioned upon such Holder's participation in such Demand Request; (ii) use its commercially reasonable efforts to have such Registration Statement declared effective by underwriting and the SEC as soon as practicable thereafter; and (iii) refrain from filing any other Registration Statements, other than pursuant to a Registration Statement on Form S-4 or S-8 (or similar or successor forms), with respect to any other securities inclusion of the Company until such date which is one hundred and twenty (120) days following effectiveness of the Registration Statement filed in response to the Demand Request.such

Request by Holders. Subject to Section 1.2(e)(ii), if If the Company receives at any time after the date that is the six (6) month anniversary of the date of this Agreement a written request from any of Kimco Realty Services, Inc., Third Avenue Trust, on behalf of the Third Avenue Real Estate Value Fund Series, Cypress Merchant Banking Partners LP, Cypress Garden LTD. or each of their respective transferees and assigns Holders (the "REQUESTING HOLDER"“Requesting Holders”) that the Company register Registrable Securities held by the such Requesting Holder Holders (a "DEMAND REQUEST"“Demand Request”), then the Company shall, within ten (10) days after receipt of such Demand Request, give written notice of such request ("REQUEST NOTICE"“Request Notice”) to (A) all HoldersHolders and (B) all Holders as defined in the Equity Trust Registration Rights Agreement. Each Demand Request shall (x) specify the number outstanding principal amount of Registrable Securities that the Requesting Holder intends Holders intend to sell or dispose of, and (y) state the intended method or methods of sale or disposition of the Registrable Securities and (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Requesting Holder to be received for such Registrable Securities. Following receipt of a Demand Request, the Company shall: (i) use commercially reasonable efforts cause to file be filed or, if permitted by the Securities Act, confidentially submitted, within one hundred sixty (10060) days of the date of delivery to the Company of the first Demand RequestRequest and within thirty (30) days of the date of delivery to the Company of any second or third Demand Request (subject to Section 2(d)(ii) hereof), a Registration Statement covering such Registrable Securities which the Company has been so requested to register by the Requesting Holder Holders and other Holders of Registrable Securities who request to the Company that their Registrable Securities be registered within fifteen ten (1510) days of the mailing of the after such Request NoticeNotice is deemed given to such Holders in accordance with Section 12 hereof (a “Participation Request”), providing for the registration under the Securities Act of such Registrable Securities to the extent necessary to permit the disposition of such Registrable Securities in accordance with the intended method of distribution specified in such Demand Request;; and (ii) use its commercially reasonable efforts to have such Registration Statement declared or otherwise become effective by the SEC as soon as practicable thereafter; and (iii) refrain from filing any other Registration Statements, other than pursuant to a Registration Statement on Form S-4 or S-8 (or similar or successor forms), with respect to any other securities of the Company until such date which is one hundred and twenty (120) days following effectiveness of the Registration Statement filed in response to the Demand Request.