Common use of Agreement to Sell and Purchase Clause in Contracts

Agreement to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name at $[ ] a share (the “Purchase Price”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to [ ] Additional Shares at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. The Representatives may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of the Representatives on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus (the “Restricted Period”), (1) 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, any Common Shares beneficially owned by the Company (as such term is used in Rule 13d-3 of the Exchange Act) or any other securities so owned convertible into or exercisable or exchangeable for Common Shares or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise, (3) file any registration statement with the Commission relating to the offering of any shares of Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares or (4) publicly disclose the intention to do any of the foregoing. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance of shares of Class A Common Stock upon the exercise of an option, warrant or equity award or the conversion of a security outstanding on the date hereof that is described in the most recent Time of Sale Prospectus, (c) transactions relating to shares of Class A Common Stock or other securities acquired in open market transactions after the completion of the offering of the Shares, provided that no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made in connection with subsequent sales of shares of Class A Common Stock or other securities acquired in such open market transactions, or (d) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Class A Common Stock, provided that (i) such plan does not provide for the transfer of shares of Class A Common Stock during the Restricted Period and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of the Company regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of shares of Class A Common Stock may be made under such plan during the Restricted Period. The Company consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of any shares of Class A Common Stock held by the Company except in compliance with the foregoing restrictions. If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 6(i) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit B hereto through a major news service at least two business days before the effective date of the release or waiver.

Agreement to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name at $[ [●] a share (the “Purchase Price”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to [ [●] Additional Shares at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. The Representatives may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The For the period specified below (the “Restricted Period”), the Company hereby agrees thatwill not, directly or indirectly, take any of the following actions with respect to any shares of its stock or any securities convertible into or exchangeable or exercisable for any of shares of its stock (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase, lend or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of the Representatives Representatives, except (1) the sale of Securities to the Underwriters as contemplated by this Agreement, (2) the issuance of Securities in connection with the Reorganization, (3) issuances of Lock-Up Securities pursuant to the conversion, exchange or redemption of convertible, exchangeable or redeemable securities or the exercise of warrants or options, in each case outstanding on behalf the Closing Date, (4) grants of employee share options or other compensatory awards pursuant to the Underwriters, it terms of a plan in effect on the Closing Date with respect to the Firm Shares or otherwise described in the Time of Sale Prospectus and the Prospectus or issuances of Lock-Up Securities pursuant to the exercise or vesting of such options or other compensatory awards or (5) the filing of a registration statement on Form S-8 relating to issuances of Lock-Up Securities pursuant to the terms of a plan described in the Time of Sale Prospectus and the Prospectus. The Restricted Period will not, during commence on the period ending date hereof and continue for 180 days after the date of the Prospectus (the “Restricted Period”), (1) 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, any Common Shares beneficially owned by the Company (as such term is used in Rule 13d-3 of the Exchange Act) or any other securities so owned convertible into or exercisable or exchangeable for Common Shares or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Shares hereof or such other securities, earlier date that the Representatives consent to in cash or otherwise, (3) file any registration statement with the Commission relating to the offering of any shares of Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares or (4) publicly disclose the intention to do any of the foregoing. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance of shares of Class A Common Stock upon the exercise of an option, warrant or equity award or the conversion of a security outstanding on the date hereof that is described in the most recent Time of Sale Prospectus, (c) transactions relating to shares of Class A Common Stock or other securities acquired in open market transactions after the completion of the offering of the Shares, provided that no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made in connection with subsequent sales of shares of Class A Common Stock or other securities acquired in such open market transactions, or (d) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Class A Common Stock, provided that (i) such plan does not provide for the transfer of shares of Class A Common Stock during the Restricted Period and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of the Company regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of shares of Class A Common Stock may be made under such plan during the Restricted Period. The Company consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of any shares of Class A Common Stock held by the Company except in compliance with the foregoing restrictionswriting. If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 6(i) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit B hereto through a major news service at least two business days before the effective date of the release or waiver.

Agreement to Sell and Purchase. The Company REIT hereby agrees to issue and sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but contained and upon the terms and subject to the conditions hereinafter statedherein set forth, agrees, severally and not jointly, to purchase from the Company REIT, the respective numbers number of Firm Shares set forth in Schedule I hereto opposite its name at name. The purchase price per share of the Shares to be paid by the several Underwriters to the REIT shall be $[ ] 24.2125 a share (the “Purchase Price”"PURCHASE PRICE"). On In addition, REIT hereby agrees to issue and sell to the several Underwriters, and the Underwriters, upon the basis of the representations and warranties herein contained in this Agreement, and upon the terms and subject to its terms and conditionsthe conditions herein set forth, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the a one-time right to purchase, severally and not jointly, up to [ ] from the REIT any or all of the Additional Shares at the Purchase Price. If you, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. The Representatives may exercise this right on behalf of the Underwriters Underwriters, elect to exercise such option, you shall so notify the REIT in whole or from time to time in part by giving written notice writing not later than 30 days after the date of this Agreement. Any exercise , which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase Such date must may be at least one business day after the written notice is given and may same as the Closing Date (as defined below) but not be earlier than the closing date for the Firm Shares Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that If any Additional Shares are to be purchased (an “Option Closing Date”)purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as the Representatives you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company REIT hereby agrees that, without the prior written consent of the Representatives Representative on behalf of the Underwriters, it will not, during the period commencing on the date hereof and ending 180 30 days after the date of the Prospectus (the “Restricted Period”)Prospectus, (1i) 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, lend or otherwise transfer or dispose of, directly or indirectly, any Common Shares beneficially owned by shares of 6 3/4% Series M Cumulative Redeemable Preferred Stock (the Company (as such term is used in Rule 13d-3 of the Exchange Act) "SERIES M PREFERRED STOCK"), or any other securities so owned convertible into or exercisable or exchangeable for Common Shares Series M Preferred Stock or (2ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Sharesshares of Series M Preferred Stock, whether any such transaction described in clause (1i) or (2ii) above is to be settled by delivery of Common Shares or such other securitiesSeries M Preferred Stock, in cash or otherwise, (3) file any registration statement with the Commission relating to the offering of any shares of Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares or (4) publicly disclose the intention to do any of the foregoing. The restrictions contained described in the preceding paragraph foregoing sentence shall not apply to (a) the Shares to be sold hereunder, (b) the issuance of shares of Class A Common Stock upon the exercise of an option, warrant or equity award hereunder or the conversion of a security outstanding on the date hereof that is described in the most recent Time of Sale Prospectus, (c) transactions relating to shares of Class A Common Stock or other securities acquired in open market transactions after prevent the completion REIT from redeeming or repurchasing any of the offering of the Shares, provided that no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made in connection with subsequent sales of shares of Class A Common Stock or other securities acquired in such open market transactions, or (d) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Class A Common Stock, provided that (i) such plan does not provide for the transfer of shares of Class A Common Stock during the Restricted Period and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of the Company regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of shares of Class A Common Stock may be made under such plan during the Restricted Period. The Company consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of any shares of Class A Common Stock held by the Company except in compliance with the foregoing restrictions. If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 6(i) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit B hereto through a major news service at least two business days before the effective date of the release or waiverits securities.

Agreement to Sell and Purchase. The Company Each Selling Shareholder, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from such Selling Shareholder, on the Company Closing Date, at $18.09375 per share (the respective numbers “Purchase Price”) the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Firm Shares to be sold by such Selling Shareholder as the number of Firm Shares set forth in Schedule I II hereto opposite its the name at $[ ] a share (of such Underwriter bears to the “Purchase Price”)total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company each Selling Shareholder agrees to sell to the Underwriters the Additional SharesUnderwriters, and the Underwriters shall have the right to purchasepurchase from such Selling Shareholder, severally and not jointly, up to [ ] Additional Shares at the Purchase Price, Price (provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares), up to the number of Additional Shares set forth in Schedule I hereto opposite the name of such Selling Shareholder. The Representatives In the event and to the extent that the Underwriters exercise the option to purchase Additional Shares, the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) to be so purchased from each Selling Shareholder on the applicable Option Closing Date (as defined below), shall bear the same proportion to the maximum number of Additional Shares to be sold by such Selling Shareholder as the number of maximum Additional Shares set forth in Schedule I hereto opposite the name of such Selling Shareholder bears to the total number of Additional Shares. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any The exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each Unless agreed among you, the Selling Shareholders and the Company, the purchase date must be at least one two business day days after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for On the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as the Representatives you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company and each Selling Shareholder hereby agrees that, without the prior written consent of the Representatives Xxxxxxx, Xxxxx & Co. and UBS Securities LLC on behalf of the Underwriters, it will not, during the period ending 180 90 days after the date of the Prospectus (the “Restricted Period”), (1) 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, any Common Shares beneficially owned by the Company or such Selling Shareholder (as such term is used in Rule 13d-3 of the Exchange Act) or any other securities so owned convertible into or exercisable or exchangeable for Common Shares (any such security, a “Related Security”) or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise, otherwise or (3) file any registration statement with the Commission relating to the offering of any shares of Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares or (4) publicly disclose the intention to do any of the foregoingRelated Securities. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, hereunder; (b) the issuance of shares of Class A Common Stock Shares upon the exercise of an optionany option or warrant, warrant or equity award settlement of other equity-based awards, or the conversion of a security outstanding on the date hereof that of which the Underwriters have been advised in writing or which is described in the most recent Time of Sale Prospectus, Prospectus; (c) the transfer of any Common Shares or Related Securities required to consummate the Share Transfer; (d) grants or issuances by the Company of Common Shares, options or other rights to acquire Common Shares or other equity-based awards under a stock-incentive plan or stock purchase plan of the Company as described in the Prospectus; (e) transactions relating to shares of Class A Common Stock Shares or other securities acquired in open market transactions after the completion of the offering of the SharesShares; (f) transfers by a Selling Shareholder of Common Shares or any Related Securities as a bona fide gift; (g) distributions by a Selling Shareholder of Common Shares or any Related Securities to (A) its partners, shareholders, members or other participants or to any entity or individual that directly or indirectly controls, is controlled by or is under common control with such Selling Shareholder, (B) any trust or other legal entity for which such Selling Shareholder or the Selling Shareholder’s spouse serves as a trustee or investment advisor, or (C) any member of the family of such Selling Shareholder or any trust or other legal entity for the direct or indirect benefit of the Selling Shareholder or any member of the family of the Selling Shareholder; (h) any amendments to, and transfers or distributions pursuant to any arrangements under, (A) the Shareholders’ Agreement and Investment and Shareholders’ Agreement with respect to Luxco Coinvest, and (B) the Shareholders’ Agreement with respect to Kinove Holdings; provided that in the case of any transfer or distribution pursuant to clause (f), (g) or (h), (A) each donee or distributee shall enter into a written agreement accepting the restrictions set forth in the preceding paragraph and this paragraph as if it were the applicable Selling Shareholder and (B) no filing under Section 16(a) of the Exchange Act shall be required or public disclosure shall be voluntarily made in connection with subsequent sales respect of shares the transfer or distribution during the Restricted Period; (i) transfers by a Selling Shareholder of Class A Common Stock Shares or any Related Securities by will or intestacy; (j) the exercise of options or other securities acquired rights to acquire Common Shares or settlement of other equity-based awards granted under a stock incentive plan or stock purchase plan of the Company described in such open market transactions, or the Prospectus;(k) transfers for the purpose of satisfying withholding obligations upon the vesting of equity-based awards granted under the Company’s employee benefit plans described in the Prospectus; (dl) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Class A Common StockShares, provided that (iA) such plan does not provide for the transfer of shares of Class A Common Stock Shares during the Restricted Period and (iiB) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of such Selling Shareholder or the Company regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of shares of Class A Common Stock Shares may be made under such plan during the Restricted Period; (m) the filing with the Commission of one or more registration statements on Form S-8; (n) transfers by a Selling Shareholder of Common Shares or any Related Security in connection with the direct or indirect acquisition of 100% of the Common Shares by a single person or “group” (within the meaning of Section 13(d)(3) of the Exchange Act) or the entry by the Company and Kinove Holdings into an agreement providing for such a transaction; provided that any Common Shares or Related Securities that may be transferred pursuant to this clause (n) may not be transferred prior to the Closing Date or without prior approval of the board of directors of the Company; or (o) the issuance or transfers of Common Shares or any Related Security in connection with a strategic investment (including partnerships and joint ventures) by the Company or the acquisition by the Company or any of its subsidiaries of the securities, business, property or other assets of another person or entity, provided that the aggregate number of Common Shares or Related Securities that may be issued or transferred pursuant to this clause (o) shall not exceed 5% of the total number of Common Shares outstanding, on a fully- diluted basis, on the Closing Date, and provided further, that any transferee of Common Shares or Related Securities pursuant to this clause (o) shall sign and deliver a lock-up letter substantially in the form of Exhibit A hereto for the remainder of the Restricted Period. The Company In addition, each Selling Shareholder agrees that, without the prior written consent of Xxxxxxx, Xxxxx & Co. and UBS Securities LLC on behalf of the Underwriters, it will not, during the Restricted Period, make any demand for, or exercise any right with respect to, the registration of any Common Shares or Related Securities; provided that a Selling Shareholder may exercise any such right if such exercise shall not result in any public announcement regarding the exercise of such right, the filing of any registration statement in connection therewith prior to the expiration of the Restricted Period or the sale of any Common Shares or Related Securities under the Registration Statement during the Restricted Period. Each Selling Shareholder consents to the entry of stop transfer instructions given by the Company with the Company’s its transfer agent and registrar against the transfer of any shares of Class A Common Stock Shares held by the Company such Selling Shareholder except in compliance with the foregoing restrictions. If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 6(i) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit B hereto through a major news service at least two business days before the effective date of the release or waiver.

Agreement to Sell and Purchase. The Company REIT hereby agrees to issue and sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but contained and upon the terms and subject to the conditions hereinafter statedherein set forth, agrees, severally and not jointly, to purchase from the Company REIT, the respective numbers number of Firm Shares set forth in Schedule I hereto opposite its name at name. The purchase price per share of the Shares to be paid by the several Underwriters to the REIT shall be $[ ] 11.664 a share (the “Purchase Price”). On In addition, the REIT hereby agrees to issue and sell to the several Underwriters, and the Underwriters, upon the basis of the representations and warranties herein contained in this Agreement, and upon the terms and subject to its terms and conditionsthe conditions herein set forth, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the a one-time right to purchase, severally and not jointly, up to [ ] from the REIT any or all of the Additional Shares at the Purchase Price. If you, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. The Representatives may exercise this right on behalf of the Underwriters Underwriters, elect to exercise such option, you shall so notify the REIT in whole or from time to time in part by giving written notice writing not later than 30 days after the date of this Agreement. Any exercise , which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase Such date must may be at least one business day after the written notice is given and may same as the Closing Date (as defined below), but not be earlier than the closing date for the Firm Shares Closing Date nor later than ten (10) business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that If any Additional Shares are to be purchased (an “Option Closing Date”)purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as the Representatives you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company Each of the REIT and the Operating Partnership hereby agrees that, without the prior written consent of the Representatives each of Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, X.X. Xxxxxx Securities Inc. and Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the Underwriters, it will not, directly or indirectly, during the period commencing on the date hereof and ending 180 90 days after the date of the Prospectus (the “Restricted Period”)Prospectus, (1i) 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, lend, lend or otherwise transfer or dispose ofof any shares of its Common Stock, directly or indirectly, any Common Shares beneficially owned by the Company (as such term is used in Rule 13d-3 of the Exchange Act) or any other securities so owned convertible into or exercisable or exchangeable for Common Shares Stock or any other securities substantially similar to the Common Stock (other than in connection with the acquisition of properties) or (2ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the shares of Common SharesStock, whether any such transaction described in clause (1i) or (2ii) above is to be settled by delivery of shares of Common Shares or such Stock, other securities, in cash or otherwise, (3) file any registration statement with the Commission relating to the offering of any shares of Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares or (4) publicly disclose the intention to do any of the foregoing. The restrictions contained described in the preceding paragraph foregoing sentence shall not apply to (a1) the Shares to be sold hereunder, (b2) the issuance by the Company of options or shares of restricted Common Stock pursuant to the Company’s existing employee stock option plans in the ordinary course and consistent with past practice and the Company’s standard vesting schedule, (3) the issuance of any shares of Common Stock issued upon the exercise of options granted under existing employee stock option plans in the ordinary course and consistent with past practice and the Company’s standard vesting schedule,(4) the issuance of Units or AMB Property II, L.P. units in connection with the acquisition of properties by the Company, (5) the issuance of shares of Class A Common Stock upon the exercise of an optionin exchange for Units or AMB Property II, warrant or equity award or the conversion of a security outstanding on the date hereof that is described in the most recent Time of Sale Prospectus, (c) transactions relating to shares of Class A Common Stock or other securities acquired in open market transactions after the completion of the offering of the Shares, provided that no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made in connection with subsequent sales of shares of Class A Common Stock or other securities acquired in such open market transactionsL.P. units, or (d6) prevent the establishment Company from redeeming or repurchasing any of a trading plan pursuant to Rule 10b5-1 under its securities, including, without limitation, Units or limited partnership units of AMB Property II, L.P. Notwithstanding the Exchange Act for the transfer of shares of Class A Common Stockforegoing, provided that if (i1) such plan does not provide for the transfer of shares of Class A Common Stock during the Restricted Period and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf last 17 days of the Company regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of shares of Class A Common Stock may be made under such plan during the Restricted Period. The Company consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of any shares of Class A Common Stock held by the Company except in compliance with the foregoing restrictions. If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock90-up letter described in Section 6(i) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiverday restricted period, the Company agrees to announce the impending issues an earnings release or waiver by material news or a press release substantially in material event relating to the form of Exhibit B hereto through a major news service at least two business days before Company occurs; or (2) prior to the effective date expiration of 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 by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or waiverthe occurrence of the material news or material event.

Agreement to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon On the basis of the representations representations, warranties and warranties herein contained, but covenants and subject to the terms and conditions hereinafter statedcontained in this Agreement, agreesthe Issuer agrees to issue and sell to the Initial Purchaser, severally and not jointly, the Initial Purchaser agrees to purchase from the Company Issuer, the respective numbers Firm Debentures at a purchase price equal to 96.5% of Firm Shares set forth in Schedule I hereto opposite its name at $[ ] a share the principal amount thereof (the “Purchase Price”). On In addition, the basis Issuer grants an option to the Initial Purchaser to purchase any or all of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to [ ] Additional Shares Option Debentures at the Purchase Price, . The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) only once after the Closing Date by the Initial Purchaser to the Issuer setting forth the aggregate principal amount of Option Debentures as to which the Initial Purchaser is exercising the option and the address and date at which such Option Debentures are to be delivered; provided, however, that the amount paid by the Underwriters for any Additional Shares shall Option Debentures may not be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. The Representatives may exercise this right on behalf of the Underwriters issued in whole or from time to time in part by giving written notice not later than 30 after the period which ends 12 days after the date of this Agreementthe original issuance of the Firm Debentures. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters The time and the date on at which such shares Option Debentures in definitive global form are to be purchased. Each purchase date must delivered shall be at least one business day after determined by the written notice is given and may Initial Purchaser but shall not be earlier than the closing date for the Firm Shares two nor later than ten seven full business days after the date exercise of such notice. Additional Shares may be purchased option, nor in any event prior to the Closing Date (such time and date being herein referred to as provided in Section 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”). If the date of exercise of the option is two or more business days before the Closing Date, each Underwriter agrees, severally and not jointly, to purchase the number notice of Additional Shares (subject to such adjustments to eliminate fractional shares as exercise shall set the Representatives may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name Option Closing Date. The Initial Purchaser may cancel such option at any time prior to its expiration by giving written notice of such Underwriter bears cancellation to the total number of Firm SharesIssuer. The Company hereby agrees that, without To the prior written consent of the Representatives on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus (the “Restricted Period”), (1) 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, any Common Shares beneficially owned by the Company (as such term is used in Rule 13d-3 of the Exchange Act) or any other securities so owned convertible into or exercisable or exchangeable for Common Shares or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise, (3) file any registration statement with the Commission relating to the offering of any shares of Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares or (4) publicly disclose the intention to do any of the foregoing. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance of shares of Class A Common Stock upon the exercise of an option, warrant or equity award or the conversion of a security outstanding on the date hereof that is described in the most recent Time of Sale Prospectus, (c) transactions relating to shares of Class A Common Stock or other securities acquired in open market transactions after the completion of the offering of the Shares, provided that no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made in connection with subsequent sales of shares of Class A Common Stock or other securities acquired in such open market transactions, or (d) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Class A Common Stock, provided that (i) such plan does not provide for the transfer of shares of Class A Common Stock during the Restricted Period and (ii) to the extent a public announcement or filing under the Exchange Actextent, if any, that the option is required of or voluntarily exercised, payment for the Option Debentures shall be made by or on behalf the Option Closing Date in same day funds via wire transfer to the order of the Company regarding Issuer for the establishment Option Debentures against delivery of such plan, such announcement or filing shall include a statement to the effect that no transfer of shares of Class A Common Stock may be made under such plan during the Restricted Period. The Company consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of any shares of Class A Common Stock held by the Company except in compliance with the foregoing restrictions. If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 6(i) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit B hereto through a major news service at least two business days before the effective date of the release or waiverOption Debentures therefor.

Agreement to Sell and Purchase. The Company Partnership hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company Partnership the respective numbers of Firm Shares Units set forth in Schedule I hereto opposite its name at $[ ] a share 24.00 per Unit (the “Purchase Price”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company Partnership agrees to sell to the Underwriters the Additional SharesUnits, and the Underwriters shall have the right to purchase, severally and not jointly, up to [ ] 543,478 Additional Shares Units at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares Units shall be reduced by an amount per share Unit equal to any dividends distributions declared by the Company Partnership and payable on the Firm Shares Units but not payable on such Additional SharesUnits. The Representatives Underwriters may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares Units to be purchased by the Underwriters and the date on which such shares Additional Units are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date Closing Date for the Firm Shares Units nor later than ten business days after the date of such notice. Additional Shares Units may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares5 hereof. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares Units (subject to such adjustments to eliminate fractional shares Units as the Representatives Underwriters may determine) that bears the same proportion to the total number of Additional Shares Units to be purchased on such Option Closing Date as the number of Firm Shares Units set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm SharesUnits. The Company Partnership hereby agrees that, without the prior written consent of the Representatives on behalf of the Underwriters, it will not, during the period ending 180 60 days after the date of the Prospectus (the “Restricted Period”), (1) 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, any Common Shares beneficially owned by the Company (as such term is used in Rule 13d-3 of the Exchange Act) Units or any other securities so owned convertible into or exercisable or exchangeable for Common Shares or Units, (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common SharesUnits, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Shares Units or such other securities, in cash or otherwise, (3) file any registration statement with the Commission relating to the offering of any shares of Common Shares Units or any securities convertible into or exercisable or exchangeable for Common Shares Units or (4) publicly disclose the intention to do any of the foregoing. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares Units to be sold hereunder, (b) the grant by the Partnership or the General Partner of compensatory awards of Common Units or awards the value of which is based, in whole or in part, on the value of Common Units pursuant to the LTIP (“LTIP Awards”), (c) the vesting, exercise or settlement of LTIP Awards, which may include the issuance of shares Common Units, (d) the net settlement of Class A LTIP Awards, including net withholding to satisfy applicable tax withholding obligations and the net exercise of unit options, unit appreciation rights or similar LTIP Awards, (e) the filing by the Partnership of a registration statement on Form S-8 to register the offer and sale of Common Stock Units pursuant to the LTIP or (f) the issuance of Common Units upon the exercise of an option, a warrant or equity award or the conversion of a security outstanding on the date hereof that is described in the most recent Time of Sale Prospectus, (c) transactions relating to shares of Class A Common Stock or other securities acquired in open market transactions after the completion of the offering of the Shares, provided that no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made in connection with subsequent sales of shares of Class A Common Stock or other securities acquired in such open market transactions, or (d) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Class A Common Stock, provided that (i) such plan does not provide for the transfer of shares of Class A Common Stock during the Restricted Period and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of the Company regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of shares of Class A Common Stock may be made under such plan during the Restricted Period. The Company Partnership consents to the entry of stop transfer instructions with the CompanyPartnership’s transfer agent and registrar against the transfer of any shares of Class A Common Stock Units held by the Company Partnership except in compliance with the foregoing restrictions. If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 6(i) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit B hereto through a major news service at least two business days before the effective date of the release or waiver.

Agreement to Sell and Purchase. The Subject to the terms and conditions herein set forth, (a) the Company hereby agrees to issue and sell to each of the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, Underwriters agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares Company, at a purchase price per Initial Security set forth in Schedule I hereto attached hereto, the number of Initial Securities set forth opposite its the name at $[ ] a share of such Underwriter under the caption "Underwriting" in the Final Prospectus or otherwise set forth in the Final Prospectus and (b) in the “Purchase Price”). On event and to the basis of extent that the representations and warranties contained in this Agreement, and subject Underwriters shall exercise the election to its terms and conditionspurchase Option Securities as provided below, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters the Additional Shares, and the Underwriters shall have the right to purchaseagrees, severally and not jointly, up to [ ] Additional Shares purchase from the Company, at the Purchase Price, provided, howeverpurchase price per security set forth in clause (a) of this Section 1, that portion of the amount paid number of Option Securities as to which such election shall have been exercised (to be adjusted by you so as to eliminate fractional securities) determined by multiplying such number of Option Securities by a fraction, the Underwriters for any Additional Shares shall be reduced by an amount per share equal numerator of which is the maximum number of Initial Securities which such Underwriter is entitled to any dividends declared by purchase as set forth opposite the Company name of such Underwriter under the caption "Underwriting" in the Final Prospectus or otherwise set forth in the Final Prospectus and payable on the Firm Shares but not payable on such Additional Shares. The Representatives may exercise this right on behalf denominator of which is the maximum number of Initial Securities that all of the Underwriters are entitled to purchase hereunder. The Company hereby grants to the Underwriters the right to purchase at their election up to 3,000,000 Option Securities, at the purchase price per Option Security set forth in whole or from time the paragraph above, for the sole purpose of covering over-allotments. Any such election to time in part purchase Option Securities may be exercised only by giving written notice not later than from you to the Company, given within a period of 30 calendar days after the date of this Agreement. Any exercise notice shall specify , setting forth the aggregate number of Additional Shares Option Securities to be purchased by the Underwriters and the date on which such shares Option Securities are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be delivered, as determined by you but in no event earlier than the closing date for Closing Date (as defined in Section 2 below) or, unless you and the Firm Shares nor Company otherwise agree in writing, earlier than two or later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of the Representatives on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus (the “Restricted Period”), (1) 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, any Common Shares beneficially owned by the Company (as such term is used in Rule 13d-3 of the Exchange Act) or any other securities so owned convertible into or exercisable or exchangeable for Common Shares or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise, (3) file any registration statement with the Commission relating to the offering of any shares of Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares or (4) publicly disclose the intention to do any of the foregoing. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance of shares of Class A Common Stock upon the exercise of an option, warrant or equity award or the conversion of a security outstanding on the date hereof that is described in the most recent Time of Sale Prospectus, (c) transactions relating to shares of Class A Common Stock or other securities acquired in open market transactions after the completion of the offering of the Shares, provided that no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made in connection with subsequent sales of shares of Class A Common Stock or other securities acquired in such open market transactions, or (d) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Class A Common Stock, provided that (i) such plan does not provide for the transfer of shares of Class A Common Stock during the Restricted Period and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of the Company regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of shares of Class A Common Stock may be made under such plan during the Restricted Period. The Company consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of any shares of Class A Common Stock held by the Company except in compliance with the foregoing restrictions. If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 6(i) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit B hereto through a major news service at least two business days before the effective date of the release or waiver.

Agreement to Sell and Purchase. The Company hereby agrees agrees, subject to all the terms and conditions set forth herein, to issue and sell to the several Underwriters, and each UnderwriterUnderwriter and, upon the basis of the representations representations, warranties and warranties agreements of the Company herein contained, but contained and subject to all the terms and conditions hereinafter statedset forth herein, each Underwriter agrees, severally and not jointly, to purchase from the Company Company, at a purchase price of $_____ per Share (the respective numbers "purchase price per share"), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto opposite its name at $[ ] a share (the “Purchase Price”or such number of Firm Shares increased as set forth in Section 10 hereof). On The Company also agrees, subject to all the terms and conditions set forth herein, to sell to the Underwriters, and, upon the basis of the representations representations, warranties and warranties agreements of the Company herein contained in this Agreement, and subject to its all the terms and conditionsconditions set forth herein, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchasepurchase from the Company, severally and not jointly, up to [ ] Additional Shares at the Purchase Pricepurchase price per share, provided, however, that pursuant to an option (the amount paid by the Underwriters for "over-allotment option") which may be exercised at any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company time and payable on the Firm Shares but not payable on such Additional Shares. The Representatives may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days prior to 9:00 P.M., New York City time, on the 30th day after the date of this Agreement. Any exercise notice Agreement (or, if such 30th day shall specify be a Saturday or Sunday or a holiday, on the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one next business day after thereafter when the written notice New York Stock Exchange is given and may not be earlier than the closing date open for the Firm Shares nor later than ten business days after the date trading), up to an aggregate of such notice450,000 Additional Shares. Additional Shares may be purchased as provided in Section 4 hereof solely only for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”)Upon any exercise of the over-allotment option, each Underwriter agreesUnderwriter, severally and not jointly, agrees to purchase from the Company the number of Additional Shares (subject to such adjustments as you may determine in order to eliminate avoid fractional shares as the Representatives may determineshares) that which bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date by the Underwriters as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter in Schedule I hereto (or such number of Firm Shares increased as set forth in Section 10 hereof) bears to the total aggregate number of Firm Shares. The Company hereby agrees that, without the prior written consent of the Representatives on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus (the “Restricted Period”), (1) 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, any Common Shares beneficially owned by the Company (as such term is used in Rule 13d-3 of the Exchange Act) or any other securities so owned convertible into or exercisable or exchangeable for Common Shares or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise, (3) file any registration statement with the Commission relating to the offering of any shares of Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares or (4) publicly disclose the intention to do any of the foregoing. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance of shares of Class A Common Stock upon the exercise of an option, warrant or equity award or the conversion of a security outstanding on the date hereof that is described in the most recent Time of Sale Prospectus, (c) transactions relating to shares of Class A Common Stock or other securities acquired in open market transactions after the completion of the offering of the Shares, provided that no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made in connection with subsequent sales of shares of Class A Common Stock or other securities acquired in such open market transactions, or (d) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Class A Common Stock, provided that (i) such plan does not provide for the transfer of shares of Class A Common Stock during the Restricted Period and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of the Company regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of shares of Class A Common Stock may be made under such plan during the Restricted Period. The Company consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of any shares of Class A Common Stock held by the Company except in compliance with the foregoing restrictions. If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 6(i) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit B hereto through a major news service at least two business days before the effective date of the release or waiver.

Agreement to Sell and Purchase. The Company REIT hereby agrees to issue and sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but contained and upon the terms and subject to the conditions hereinafter statedherein set forth, agrees, severally and not jointly, to purchase from the Company REIT, the respective numbers number of Firm Shares set forth in Schedule I hereto opposite its name at name. The purchase price per share of the Shares to be paid by the several Underwriters to the REIT shall be $[ ] 26.40 a share (the “Purchase Price”). On In addition, the REIT hereby agrees to issue and sell to the several Underwriters, and the Underwriters, upon the basis of the representations and warranties herein contained in this Agreement, and upon the terms and subject to its terms and conditionsthe conditions herein set forth, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, at any time or from time to time, but no more than twice, severally and not jointly, up to [ ] from the REIT any or all of the Additional Shares at the Purchase Price. If you, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. The Representatives may exercise this right on behalf of the Underwriters Underwriters, elect to exercise such option, you shall so notify the REIT in whole or from time to time in part by giving written notice writing not later than 30 days after the date of this Agreement. Any exercise , which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase Such date must may be at least one business day after the written notice is given and may same as the Closing Date (as defined below), but not be earlier than the closing date for the Firm Shares Closing Date nor later than ten (10) business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that If any Additional Shares are to be purchased (an “Option Closing Date”)purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as the Representatives you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company Each of the REIT and the Operating Partnership hereby agrees that, without the prior written consent of the Representatives each of Xxxxxx Xxxxxxx & Co. Incorporated, X.X. Xxxxxx Securities Inc. and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated on behalf of the Underwriters, it will not, directly or indirectly, during the period commencing on the date hereof and ending 180 90 days after the date of the Prospectus (the “Restricted Period”)Prospectus, (1i) 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, lend, lend or otherwise transfer or dispose of, directly or indirectly, of any shares of its Common Shares beneficially owned by the Company (as such term is used in Rule 13d-3 of the Exchange Act) Stock or any other securities so owned convertible into or exercisable or exchangeable for Common Shares Stock or any other securities substantially similar to the Common Stock or (2ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the shares of Common SharesStock, whether any such transaction described in clause (1i) or (2ii) above is to be settled by delivery of shares of Common Shares or such Stock, other securities, in cash or otherwise, (3) file any registration statement with the Commission relating to the offering of any shares of Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares or (4) publicly disclose the intention to do any of the foregoing. The restrictions contained described in the preceding paragraph foregoing sentence shall not apply to (a1) the Shares to be sold hereunder, (b2) the issuance by the Company of options, restricted stock units or shares of restricted Common Stock pursuant to the Company’s existing employee stock option plans in the ordinary course and consistent with past practice and the Company’s standard vesting schedule, (3) the issuance of any shares of Common Stock upon the exercise of options or restricted stock units granted under existing employee stock option plans in the ordinary course and consistent with past practice and the Company’s standard vesting schedule, (4) the issuance by the Company of up to 5% of the total number of shares of Common Stock outstanding immediately after the completion of this offering (assuming the exchange for shares of Common Stock of all Units and AMB Property II, L.P. units outstanding immediately after the completion of this offering) in connection with acquisitions of properties, portfolios of properties or interests in property-owning or real estate-related entities; provided that the recipients of such shares agree to be bound by the restrictions described in this paragraph, (5) the issuance of Units or AMB Property II, L.P. units in connection with the acquisition of properties by the Company, (6) the issuance of shares of Class A Common Stock upon the exercise of an optionin exchange for Units or AMB Property II, warrant or equity award or the conversion of a security outstanding on the date hereof that is described in the most recent Time of Sale ProspectusL.P. units, (c7) transactions relating to shares of Class A Common Stock or other securities acquired in open market transactions after the completion of issuance by the offering of the Shares, provided that no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made in connection with subsequent sales Company of shares of Class A Common Stock or other securities acquired in such Stock, not to exceed an aggregate value of $140,000, as anniversary grants to certain Company employees, (8) gifts by the Company of shares of Common Stock, not to exceed an aggregate value of $10,000, to property brokers, which shares will be purchased by the Company on the open market transactionsmarket, or (d9) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Class A Common Stock, provided that (i) such plan does not provide for the transfer of shares of Class A Common Stock during the Restricted Period and (ii) to the extent a public announcement redemption or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of the Company regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of shares of Class A Common Stock may be made under such plan during the Restricted Period. The Company consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of any shares of Class A Common Stock held repurchase by the Company except in compliance with of any of its securities, including, without limitation, Units or limited partnership units of AMB Property II, L.P. Notwithstanding the foregoing restrictions. If foregoing, if (1) during the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 6(i) hereof for an officer or director last 17 days of the Company and provide the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver90-day restricted period, the Company agrees to announce the impending issues an earnings release or waiver by material news or a press release substantially in material event relating to the form of Exhibit B hereto through a major news service at least two business days before Company occurs; or (2) prior to the effective date expiration of 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 by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or waiverthe occurrence of the material news or material event.

Agreement to Sell and Purchase. The Upon the terms and conditions set forth herein, the Company hereby agrees to to, in accordance with this Agreement, issue and sell an aggregate of [ ] ADSs to the several Underwriters, and each Underwriter, upon . Upon the basis of the representations representations, warranties and warranties agreements of the Company herein contained, but contained and subject to all the terms and conditions hereinafter statedset forth herein, each Underwriter agrees, severally and not jointly, to purchase from the Company at a purchase price of $[ ] per ADS (the respective numbers “purchase price per ADS”), the number of Firm Shares Securities set forth opposite the name of such Underwriter in Schedule I hereto opposite its name at $[ ] a share (the “Purchase Price”)hereto. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the The Company also agrees to sell to the Underwriters Underwriters, and, upon the Additional Sharesbasis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions set forth herein, the Underwriters shall have the right for 30 days from the date of the Prospectus to purchase, severally and not jointly, purchase from the Company up to an aggregate of [ ] Additional Shares Securities at the Purchase Price, provided, however, that purchase price per ADS for the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional SharesSecurities. The Representatives may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares Securities may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments allotments, if any, made in connection with the offering of the Firm SharesSecurities. On each day, if any, that If any Additional Shares Securities are to be purchased (an “Option Closing Date”)purchased, each Underwriter agreesUnderwriter, severally and not jointly, agrees to purchase from the Company the total number of Additional Shares Securities (subject to such adjustments to eliminate fractional shares securities as the Representatives you may determine) that bears the same proportion to the total number of Additional Shares Securities to be purchased on such Option Closing Date by all of the Underwriters as the total number of Firm Shares Securities set forth in Schedule I hereto opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm SharesSecurities to be purchased by all of the Underwriters or, in the event of a partial exercise of the option, a smaller number of Additional Securities that reflects the pro rata reduction in the number of Additional Securities to be sold in order to satisfy such partial exercise (subject to such adjustments as you may determine to avoid fractional ADSs). The Company hereby agrees that, without the prior written consent of the Representatives on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus (the “Restricted Period”), (1) offer, pledge, sell, contract option 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, any Common Shares beneficially owned by the Company (as such term is used in Rule 13d-3 of the Exchange Act) or any other securities so owned convertible into or exercisable or exchangeable for Common Shares or (2) enter into any swap or other arrangement that transfers to anotherAdditional Securities may be exercised, in whole or in part, at any of the economic consequences of ownership of the Common Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise, (3) file any registration statement with the Commission relating to the offering of any shares of Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares or (4) publicly disclose the intention to do any of the foregoing. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance of shares of Class A Common Stock upon the exercise of an option, warrant or equity award or the conversion of a security outstanding on the date hereof that is described in the most recent Time of Sale Prospectus, (c) transactions relating to shares of Class A Common Stock or other securities acquired in open market transactions time within 30 days after the completion of the offering of the Shares, provided that no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made in connection with subsequent sales of shares of Class A Common Stock or other securities acquired in such open market transactions, or (d) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Class A Common Stock, provided that (i) such plan does not provide for the transfer of shares of Class A Common Stock during the Restricted Period and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of the Company regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of shares of Class A Common Stock may be made under such plan during the Restricted Period. The Company consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of any shares of Class A Common Stock held by the Company except in compliance with the foregoing restrictions. If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 6(i) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiverProspectus, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit B hereto through a major news service at least two business days before the effective date of the release or waiverbut no more than once.

Agreement to Sell and Purchase. The Company REIT hereby agrees to issue and sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but contained and upon the terms and subject to the conditions hereinafter statedherein set forth, agrees, severally and not jointly, to purchase from the Company REIT, the respective numbers number of Firm Shares set forth in Schedule I hereto opposite its name at name. The purchase price per share of the Shares to be paid by the several Underwriters to the REIT shall be $[ ] 24.2125 a share (the “Purchase Price”). On In addition, REIT hereby agrees to issue and sell to the several Underwriters, and the Underwriters, upon the basis of the representations and warranties herein contained in this Agreement, and upon the terms and subject to its terms and conditionsthe conditions herein set forth, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the a one-time right to purchase, severally and not jointly, up to [ ] from the REIT any or all of the Additional Shares at the Purchase Price. If you, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. The Representatives may exercise this right on behalf of the Underwriters Underwriters, elect to exercise such option, you shall so notify the REIT in whole or from time to time in part by giving written notice writing not later than 30 days after the date of this Agreement. Any exercise , which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase Such date must may be at least one business day after the written notice is given and may same as the Closing Date (as defined below), but not be earlier than the closing date for the Firm Shares Closing Date nor later than ten (10) business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that If any Additional Shares are to be purchased (an “Option Closing Date”)purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as the Representatives you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company Each of the REIT and the Operating Partnership hereby agrees that, without the prior written consent of the Representatives on behalf of the Underwriters, it will not, during the period commencing on the date hereof and ending 180 30 days after the date of the Prospectus (the “Restricted Period”)hereof, (1i) 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, lend or otherwise transfer or dispose of, directly or indirectly, any Common Shares beneficially owned by shares of its 7.00% Series O Cumulative Redeemable Preferred Stock (the Company (as such term is used in Rule 13d-3 of the Exchange Act) “Series O Preferred Stock”), or any other securities so owned convertible into or exercisable or exchangeable for Common Shares Series O Preferred Stock or any other securities substantially similar to the Series O Preferred Stock (other than in connection with the acquisition of properties) or (2ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Sharesshares of Series O Preferred Stock, whether any such transaction described in clause (1i) or (2ii) above is to be settled by delivery of Common Shares or such other securitiesSeries O Preferred Stock, in cash or otherwise, (3) file any registration statement with the Commission relating to the offering of any shares of Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares or (4) publicly disclose the intention to do any of the foregoing. The restrictions contained described in the preceding paragraph foregoing sentence shall not apply to (a) the Shares to be sold hereunder, (b) the issuance of shares of Class A Common Stock upon the exercise of an option, warrant or equity award hereunder or the conversion of a security outstanding on the date hereof that is described in the most recent Time of Sale Prospectus, (c) transactions relating to shares of Class A Common Stock or other securities acquired in open market transactions after prevent the completion Company from redeeming or repurchasing any of its securities, including, without limitation, limited partnership units of the offering of the SharesOperating Partnership and AMB Property II, provided that no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made in connection with subsequent sales of shares of Class A Common Stock or other securities acquired in such open market transactions, or (d) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Class A Common Stock, provided that (i) such plan does not provide for the transfer of shares of Class A Common Stock during the Restricted Period and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of the Company regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of shares of Class A Common Stock may be made under such plan during the Restricted Period. The Company consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of any shares of Class A Common Stock held by the Company except in compliance with the foregoing restrictions. If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 6(i) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit B hereto through a major news service at least two business days before the effective date of the release or waiver.L.P.

Agreement to Sell and Purchase. The Company Partnership hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company Partnership the respective numbers of Firm Shares Units set forth in Schedule I hereto opposite its name at $[ ] a share 19.50 per Unit (the “Purchase Price”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company Partnership agrees to sell to the Underwriters the Additional SharesUnits, and the Underwriters shall have the right to purchase, severally and not jointly, up to [ ] 300,000 Additional Shares Units at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares Units shall be reduced by an amount per share Unit equal to any dividends distributions declared by the Company Partnership and payable on the Firm Shares Units but not payable on such Additional SharesUnits. The Representatives Underwriters may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares Units to be purchased by the Underwriters and the date on which such shares Additional Units are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date Closing Date for the Firm Shares Units nor later than ten business days after the date of such notice. Additional Shares Units may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm SharesUnits. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares Units (subject to such adjustments to eliminate fractional shares Units as the Representatives Underwriters may determine) that bears the same proportion to the total number of Additional Shares Units to be purchased on such Option Closing Date as the number of Firm Shares Units set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm SharesUnits. The Company Partnership hereby agrees that, without the prior written consent of the Representatives on behalf of the Underwriters, it will not, during the period ending 180 60 days after the date of the Prospectus (the “Restricted Period”), (1) 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, any Common Shares Units beneficially owned by the Company (as such term is used in Rule 13d-3 of the Exchange Act) or any other securities so owned convertible into or exercisable or exchangeable for Common Shares or Units, (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common SharesUnits, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Shares Units or such other securities, in cash or otherwise, (3) file any registration statement with the Commission relating to the offering of any shares of Common Shares Units or any securities convertible into or exercisable or exchangeable for Common Shares Units or (4) publicly disclose the intention to do any of the foregoing. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares Units to be sold hereunder, (b) the grant by the Partnership or the General Partner of compensatory awards of Common Units or awards the value of which is based, in whole or in part, on the value of Common Units pursuant to the LTIP (“LTIP Awards”), (c) the vesting, exercise or settlement of LTIP Awards, which may include the issuance of shares Common Units, (d) the net settlement of Class A LTIP Awards, including net withholding to satisfy applicable tax withholding obligations and the net exercise of unit options, unit appreciation rights or similar LTIP Awards, (e) the filing by the Partnership of a registration statement on Form S-8 to register the offer and sale of Common Stock Units pursuant to the LTIP, (f) the issuance of Common Units upon the exercise of an option, a warrant or equity award or the conversion of a security outstanding on the date hereof that is described in the most recent Time of Sale Prospectus, (c) transactions relating to shares of Class A Common Stock or other securities acquired in open market transactions after the completion of the offering of the Shares, provided that no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made in connection with subsequent sales of shares of Class A Common Stock or other securities acquired in such open market transactions, Prospectus or (dg) the establishment issuance of a trading plan any Common Units pursuant to Rule 10b5-1 under the Exchange Act terms of that certain Contribution Agreement, dated as of November 7, 2018, by and among OMS Holdings, OMS, the General Partner, the Partnership, OMP Operating, and solely for the transfer purposes of shares of Class A Common StockArticles VI and VIII thereof, provided that (i) such plan does not provide for the transfer of shares of Class A Common Stock during the Restricted Period and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of the Company regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of shares of Class A Common Stock may be made under such plan during the Restricted Period. Oasis Petroleum Inc. The Company Partnership consents to the entry of stop transfer instructions with the CompanyPartnership’s transfer agent and registrar against the transfer of any shares of Class A Common Stock Units held by the Company Partnership except in compliance with the foregoing restrictions. If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 6(i) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit B hereto through a major news service at least two business days before the effective date of the release or waiver.

Agreement to Sell and Purchase. The (a) On the basis of the representations, warranties and agreements herein contained and subject to all the terms and conditions of this Agreement, each of the Forward Sellers (and the Company with respect to the Direct Shares and any Company Top-Up Underwritten Shares), severally and jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from each Forward Seller (and the Company with respect to the Direct Shares and any Company Top-Up Underwritten Shares), the respective numbers number of Firm Underwritten Shares set forth opposite such Underwriter’s name in Schedule B hereto at the purchase price set forth in Schedule I A hereto opposite its name at $[ ] a share (the “Purchase Price”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the The Underwriters shall have the right to purchase, pursuant to clause (A) or clause (B) below, as applicable, severally and not jointly, up to [ ] Additional the number of Option Shares set forth in Schedule A hereto at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Underwritten Shares but not payable on such Additional SharesOption Shares from and including the Closing Date (as defined herein) to but excluding the Option Closing Date (as defined herein) (such reduced Purchase Price, the “Option Purchase Price”). The Representatives may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 thirty (30) days after the date of this Agreementthe Prospectus. Any exercise notice shall specify the aggregate number of Additional Option Shares to be purchased by the Underwriters and the date on which such shares are to be purchasedpurchased (the “Option Closing Date”). Each purchase date The Option Closing Date must be at least one two (2) business day days after the written notice is given and may not be earlier than the closing date for the Firm Underwritten Shares nor later than ten five (5) business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of the Representatives on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus (the “Restricted Period”), (1) 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, any Common Shares beneficially owned by the Company (as such term is used in Rule 13d-3 of the Exchange Act) or any other securities so owned convertible into or exercisable or exchangeable for Common Shares or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Shares, whether any such transaction described in clause (1) or (2) above is to be settled by Following delivery of Common Shares or such other securities, in cash or otherwise, (3) file any registration statement with the Commission relating to the offering of any shares of Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares or (4) publicly disclose the intention to do any of the foregoing. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance of shares of Class A Common Stock upon the an exercise of an option, warrant or equity award or the conversion of a security outstanding on the date hereof that is described in the most recent Time of Sale Prospectus, (c) transactions relating to shares of Class A Common Stock or other securities acquired in open market transactions after the completion of the offering of the Shares, provided that no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made in connection with subsequent sales of shares of Class A Common Stock or other securities acquired in such open market transactions, or (d) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Class A Common Stock, provided that (i) such plan does not provide for the transfer of shares of Class A Common Stock during the Restricted Period and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of the Company regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of shares of Class A Common Stock may be made under such plan during the Restricted Period. The Company consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of any shares of Class A Common Stock held by the Company except in compliance with the foregoing restrictions. If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 6(i) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit B hereto through a major news service at least two business days before the effective date of the release or waiver.notice:

Agreement to Sell and Purchase. The Company Partnership hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company Partnership the respective numbers of Firm Shares Units set forth in Schedule I hereto opposite its name at $[ ] a share 15.98 per Unit (the “Purchase Price”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company Partnership agrees to sell to the Underwriters the Additional SharesUnits, and the Underwriters shall have the right to purchase, severally and not jointly, up to [ ] 1,125,000 Additional Shares Units at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares Units shall be reduced by an amount per share Unit equal to any dividends distributions declared by the Company Partnership and payable on the Firm Shares Units but not payable on such Additional SharesUnits. The Representatives Representative may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares Units to be purchased by the Underwriters and the date on which such shares Additional Units are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares Units nor later than ten business days after the date of such notice. Additional Shares Units may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm SharesUnits. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares Units (subject to such adjustments to eliminate fractional shares Units as the Representatives Representative may determine) that bears the same proportion to the total number of Additional Shares Units to be purchased on such Option Closing Date as the number of Firm Shares Units set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm SharesUnits. The Company Partnership hereby agrees that, without the prior written consent of the Representatives Representative on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus (the “Restricted Period”), (1) 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, any Common Shares Units beneficially owned by the Company (as such term is used in Rule 13d-3 of the Exchange Act) or any other securities so owned convertible into or exercisable or exchangeable for Common Shares Units or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common SharesUnits, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Shares Units or such other securities, in cash or otherwise, (3) file any registration statement with the Commission relating to the offering of any shares of Common Shares Units or any securities convertible into or exercisable or exchangeable for Common Shares Units or (4) publicly disclose the intention to do any of the foregoing. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares Units to be sold hereunder, hereunder or (b) the grant by the Partnership or the General Partner of compensatory awards of Common Units or awards the value of which is based, in whole or in part, on the value of Common Units pursuant to the LTIP (“LTIP Awards”), (c) the vesting, exercise or settlement of LTIP Awards, which may include the issuance of shares Common Units, (d) the net settlement of Class A LTIP Awards, including net withholding to satisfy applicable tax withholding obligations and the net exercise of unit options, unit appreciation rights or similar LTIP Awards, (e) the filing by the Partnership of a registration statement on Form S-8 to register the offer and sale of Common Stock Units pursuant to the LTIP or (f) the issuance of Common Units upon the exercise of an option, a warrant or equity award or the conversion of a security outstanding on the date hereof that is described in the most recent Time of Sale Prospectus, (c) transactions relating to shares of Class A Common Stock or other securities acquired in open market transactions after the completion of the offering of the Shares, provided that no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made in connection with subsequent sales of shares of Class A Common Stock or other securities acquired in such open market transactions, or (d) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Class A Common Stock, provided that (i) such plan does not provide for the transfer of shares of Class A Common Stock during the Restricted Period and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of the Company regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of shares of Class A Common Stock may be made under such plan during the Restricted Period. The Company Partnership consents to the entry of stop transfer instructions with the CompanyPartnership’s transfer agent and registrar against the transfer of any shares of Class A Common Stock Units held by the Company Partnership except in compliance with the foregoing restrictions. If the RepresentativesRepresentative, in their its sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 6(i6(g) hereof for an officer or director of the Company General Partner and provide the Company General Partner with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company Partnership agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit B hereto through a major news service at least two business days before the effective date of the release or waiver.

Agreement to Sell and Purchase. The Company hereby agrees Following the Commercial Operation Date, except during the occurrence of an Excused Outage, Seller shall make available Products to sell to Buyer in accordance with the several Underwriters, and each Underwriter, upon the basis terms of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares this Agreement (including as specifically set forth in Schedule I hereto opposite its name at $[ ] a share (the “Purchase Price”Article 5). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company Xxxxx agrees to sell to compensate Seller therefor in accordance with the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to [ ] Additional Shares at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. The Representatives may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date terms of this Agreement. Any exercise notice Seller shall specify not deliver and Buyer shall not be obligated to purchase any Products in excess of one hundred five percent (105%) of Contract Capacity and Energy or Renewable Attributes associated with Contract Capacity in any Month, provided Buyer shall have the number option, upon written notice, to elect for the remainder of Additional Shares the Term to purchase such excess Capacity and associated Energy at the price set forth in Appendices 4 and 5, and such purchase shall include Renewable Attributes associated with such additional Delivered Energy. Test Energy Before the Commercial Operation Date . On or before one hundred eighty (180) Days prior to the COD Target Date, Seller shall provide Buyer with its good faith estimate of the quantity of Energy to be purchased generated by the Underwriters Project before the Commercial Operation Date (such quantity, the “Test Energy”). Seller will deliver the quantity of Test Energy actually generated by the Project at no charge to the Buyer. To the extent that any Renewable Attributes are available with Test Energy, such Renewable Attributes will be transferred to Buyer in accordance with the provisions of this Agreement. Title . Title to and risk of loss for Energy provided under the terms of this Agreement shall pass from Seller to Buyer at the Delivery Point. Meters . Buyer shall be responsible for the ownership, operation and maintenance of the Electric Metering Equipment. All such Electric Metering Equipment shall comply with applicable NYISO Rules as of the date on which such shares are to be purchasedhereof. Each purchase date must be at least one business day after the written notice is given Buyer shall pay any and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments made all costs required in connection with any modifications necessary to make such Electric Metering Equipment compliant with any subsequent changes to NYISO Rules. Buyer shall inspect, test and adjust the offering Electric Metering Equipment at its own expense on a frequency and as required by applicable NYISO Rules. Buyer shall provide Seller with reasonable advance notice of, and permit a representative of Seller to witness and verify such inspections, tests and adjustments. For purposes of metering Delivered Energy and Ancillary Services provided by the Firm Shares. On each dayProject pursuant to this Agreement, if any, that Additional Shares are to be purchased the meters (an the “Option Closing DateElectric Meters”), each Underwriter agreestogether with the associated current and potential transformers (together, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of the Representatives on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus (the “Restricted PeriodElectric Metering Equipment”), shall measure and record the amount of Delivered Energy received from Seller by Buyer at the Delivery Point. If the Electric Metering Equipment fails to register Delivered Energy and Ancillary Services provided by the Project, or if the measurement made by the Electric Metering Equipment is found upon testing to vary by more than one percent (1%) 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, any Common Shares beneficially owned from the measurement made by the Company (as such term is standard meter used in Rule 13d-3 the test, then the readings of such Electric Metering Equipment, taken during the Exchange Act) or any other securities so owned convertible into or exercisable or exchangeable for Common Shares or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise, (3) file any registration statement with the Commission relating measurement periods up to the offering lesser of any shares of Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares or (4) publicly disclose the intention to do any of the foregoing. The restrictions contained in the preceding paragraph shall not apply to (a) six (6) Months before the Shares to be sold hereundertest, or (b) the issuance last test of shares of Class A Common Stock such equipment was made, will be adjusted, either upward, if the tests indicate under-reading by the Electric Metering Equipment or downward, if the tests indicate over-reading by the Electric Metering Equipment, to correct for such error, unless there is verifiable information available upon which a more accurate adjustment can be made, including readings from Seller-installed metering devices. If the exercise of an option, warrant or equity award or the conversion of a security outstanding Parties are unable to agree on the date hereof that is described in the most recent Time of Sale Prospectus, (c) transactions relating to shares of Class A Common Stock or other securities acquired in open market transactions after the completion amount of the offering adjustment to be applied, the amount of the Shares, provided that no filing under Section 16(a) of the Exchange Act adjustment shall be required determined (x) by correcting the error if the percentage of error is ascertainable by calibration, tests or shall be voluntarily made in connection with subsequent sales of shares of Class A Common Stock or other securities acquired in such open market transactionsmathematical calculation, or (dy) if not so ascertainable, by estimating on the establishment basis of a trading plan pursuant to Rule 10b5-1 deliveries under similar conditions during the period since the last test. Any accumulated difference in payments due under the Exchange Act terms of this Agreement which are owing or to be refunded as a result of such metering errors will be reflected in adjustments to bills for a future period of reasonable length, to be agreed upon by the transfer Parties, but in no event over a period greater than the three (3) succeeding billing periods after the inaccuracy is verified. Subject to Section 6.3, such correction when made shall, in the absence of shares bad faith, fraud, or intentional wrongdoing, constitute a complete and final settlement of Class A Common Stock, provided that (i) any claim arising between the Parties out of such plan does not provide for the transfer of shares of Class A Common Stock during the Restricted Period and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf inaccuracy of the Company regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of shares of Class A Common Stock may be made under such plan during the Restricted PeriodElectric Metering Equipment. The Company consents to the entry of stop transfer instructions with the Company’s transfer agent Renewable Attributes Title and registrar against the transfer of any shares of Class A Common Stock held by the Company except in compliance with the foregoing restrictions. If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 6(i) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit B hereto through a major news service at least two business days before the effective date of the release or waiver.Conditions

Agreement to Sell and Purchase. The Company hereby agrees to sell Subject to the several Underwriters, terms and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name at $[ ] a share (the “Purchase Price”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company each Seller agrees to sell and assign to Buyer or EAGL, as applicable, and Buyer and EAGL agree to acquire and assume, all of Sellers’ right, title and interest in and to the Underwriters Las Vegas Interest and the Additional SharesGolf Course Properties owned, leased or operated by it, together with all Improvements, Appurtenances, Goods and Inventory, Licenses and Permits (to the extent transferable), Water Rights (to the extent transferable) and other Personal Property (except Excluded Property) associated therewith (to the extent transferable) (as to each such Golf Course Property, the “Associated Property”). Notwithstanding anything in this Agreement to the contrary, unless and until the Closing occurs, the rights and obligations of the “Buyer” hereunder shall be vested exclusively in CNL (except for EAGL’s obligations under Sections 14.3, 14.4, 19.3 and 19.19). In the event that the Closing does not occur, neither EAGL nor any Person other than CNL shall have any rights or Claims against Sellers other than Sellers’ Surviving Obligations that relate to EAGL. At the time of Closing, and provided the Underwriters conditions set forth in Section 14.6 regarding the assignment of rights to EAGL have been satisfied, CNL shall have assign to EAGL the right Buyer’s rights hereunder to purchasetake title to the EAGL Properties, severally following which, the rights and not jointly, up obligations of Buyer with respect to [ ] Additional Shares at the Purchase Price, EAGL Properties shall be vested in EAGL; provided, however, that the amount paid by the Underwriters for CNL shall not be relieved of (a) any Additional Shares shall be reduced by an amount per share equal liability of Buyer hereunder with respect to any dividends declared by obligations that EAGL fails to satisfy as the Company “Buyer” hereunder if and payable on to the Firm Shares but not payable on extent such Additional Sharesfailure arose during the period prior to such assignment or (b) CNL’s liability under Section 5.3(b). The Representatives may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased Except as provided in Section 4 hereof solely for the purpose preceding sentence, CNL shall be released of covering over-allotments made in connection all liability of Buyer with respect to the offering EAGL Properties arising from and after such assignment. Buyer intends to lease or to sublease the CNL Properties to EAGL, on terms mutually agreeable to Buyer and EAGL, and to cause EAGL to acquire the EAGL Properties, but Buyer’s obligations hereunder are not contingent on EAGL’s agreement to take a sublease of the Firm Shares. On each day, if any, that Additional Shares are CNL Properties or to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase acquire the number of Additional Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of the Representatives on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus (the “Restricted Period”), (1) 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, any Common Shares beneficially owned by the Company (as such term is used in Rule 13d-3 of the Exchange Act) or any other securities so owned convertible into or exercisable or exchangeable for Common Shares or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise, (3) file any registration statement with the Commission relating to the offering of any shares of Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares or (4) publicly disclose the intention to do any of the foregoing. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance of shares of Class A Common Stock upon the exercise of an option, warrant or equity award or the conversion of a security outstanding on the date hereof that is described in the most recent Time of Sale Prospectus, (c) transactions relating to shares of Class A Common Stock or other securities acquired in open market transactions after the completion of the offering of the Shares, provided that no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made in connection with subsequent sales of shares of Class A Common Stock or other securities acquired in such open market transactions, or (d) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Class A Common Stock, provided that (i) such plan does not provide for the transfer of shares of Class A Common Stock during the Restricted Period and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of the Company regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of shares of Class A Common Stock may be made under such plan during the Restricted Period. The Company consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of any shares of Class A Common Stock held by the Company except in compliance with the foregoing restrictions. If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 6(i) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit B hereto through a major news service at least two business days before the effective date of the release or waiverEAGL Properties.

Agreement to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon Upon the basis of the representations representations, warranties and warranties agreements herein contained, but contained and subject to all the terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name at $[ ] a share (the “Purchase Price”). On the basis of the representations and warranties contained in this Agreement, and subject you agree to its terms and conditions, the Company agrees use best efforts to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to [ ] Additional Shares at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. The Representatives may exercise this right on behalf of the Underwriters Company the aggregate principal amount of Securities which are offered in whole or from time to time in part by giving written notice not later than 30 days after the date of this AgreementOffering. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters The Securities sold and the date on which such shares are proceeds therefrom will be placed in an escrow account. However, if the Company fails to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date receive subscriptions for the Firm Shares nor later than ten Minimum Offering within 10 business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of the Representatives on behalf of the Underwriters, it will not, during the period ending 180 days after from the date of the Prospectus final Prospectus, the Offering will be terminated and any subscriptions received will be promptly refunded to subscribers with interest thereon and without any deduction therefrom and this Agreement shall terminate. You shall receive an 8% cash commission for the sale of the Securities made by you after the Minimum Offering has been sold (the “Restricted Period”"Commission"). The Company also agrees to pay to you a non-accountable expense allowance equal to 2% of the aggregate principal amount of Securities sold by you (the "Nonaccountable Expense Allowance"). In the event that the Offering is terminated for any reason, (1) 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, any Common Shares beneficially owned by the Company shall pay you for any reasonable accountable expenses you have incurred. In addition to the Commission and the Nonaccountable Expense Allowance, you shall be entitled to receive (as such term is used in Rule 13d-3 the "Selected Dealer Warrants") for the purchase of an amount of shares of Common Stock of the Exchange Act) or any other securities so owned convertible into or exercisable or exchangeable for Common Shares or (2) enter into any swap or other arrangement that transfers Company equal to another10% of the number of Securities actually sold by you in the public offering. The Selected Dealer Warrants shall be issued in the form set forth in the Selected Dealer Warrant included in the Registration Statement. The Selected Dealer Warrants shall be exercisable, in whole or in part, any for a period of the economic consequences of ownership of the Common Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise, (3) file any registration statement with the Commission relating to the offering of any shares of Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares or (4) publicly disclose the intention to do any of the foregoing. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance of shares of Class A Common Stock upon the exercise of an option, warrant or equity award or the conversion of a security outstanding on four years commencing one year from the date hereof that is described in the most recent Time of Sale Prospectus, (c) transactions relating to shares of Class A Common Stock or other securities acquired in open market transactions after the completion of the offering Offering at an exercise price of the Shares, provided that no filing under Section 16(a) of the Exchange Act $7.50 per share. The Selected Dealer Warrants shall be required or shall be voluntarily made in connection with subsequent sales of shares of Class A Common Stock or other securities acquired in such open market transactions, or (d) the establishment of a trading plan pursuant to Rule 10b5non-1 under the Exchange Act exercisable for the transfer of shares of Class A Common Stock, provided that (i) such plan does not provide for the transfer of shares of Class A Common Stock during the Restricted Period and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of the Company regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of shares of Class A Common Stock may be made under such plan during the Restricted Period. The Company consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of any shares of Class A Common Stock held by the Company except in compliance with the foregoing restrictions. If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 6(i) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver at least three business days before one year from the effective date of the release Offering, and non-transferable for one year(whether by sale, transfer, assignment, or waiverhypothecation) except for (i) transfers to officers of the broker/dealer who are also shareholders of the broker/dealer; and (ii) transfers occurring by operation of law. It is understood that you may also execute Selected Dealer Agreements providing for the sale of the Securities by other broker/dealers who are registered as such with the Commission and who are members of the National Association of Securities Dealers, Inc. ("NASD") (the "Selected Dealers"). The Selected Dealers shall receive the Commission, the Company agrees to announce the impending release or waiver by a press release substantially Nonaccountable Expense Allowance, and Selected Dealer Warrants in the form of Exhibit B hereto through a major news service at least two business days before appropriate amount for the effective date of the release or waiverSecurities actually sold by them.

Agreement to Sell and Purchase. The Company hereby agrees to ------------------------------ sell to the several Underwriters, and each Underwriterthe Underwriters, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agreesagree, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name their names at $[ [_____] a share (the “"Purchase Price”"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the a one-time right to purchase, severally and not jointly, up to [ [_________] Additional Shares at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. The Representatives may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments overallotments made in connection with the offering of the Firm Shares. On each day, if any, that If any Additional Shares are to be purchased (an “Option Closing Date”)purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as the Representatives you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of the Representatives on behalf of the UnderwritersXxxxxx Xxxxxxx & Co. Incorporated ("Xxxxxx Xxxxxxx"), it will not, during the for a period ending of 180 days after the date of the Prospectus (the “Restricted Period”)Prospectus, (1i) 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, any shares of Common Shares beneficially owned by the Company (as such term is used in Rule 13d-3 of the Exchange Act) Stock or any other securities so owned convertible into or exercisable or exchangeable for Common Shares Stock, or (2ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the such shares of Common SharesStock, whether any such transaction described in clause (1i) or (2ii) above is to be settled by delivery of Common Shares Stock or such other securities, in cash or otherwise, (3) file any registration statement with the Commission relating to the offering of any shares of Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares or (4) publicly disclose the intention to do any of the foregoing. The restrictions contained in the preceding paragraph shall not apply to other than (a) the sale of the Shares to be sold hereunderthe Underwriters pursuant to this Agreement, (b) the issuance of shares of Class A Common Stock upon the exercise of an option, warrant or equity award or the conversion of a security outstanding on the date hereof that is described in the most recent Time of Sale Prospectus, (c) transactions relating to shares of Class A Common Stock or other securities acquired in open market transactions after the completion of the public offering of the Shares, provided that no filing under Section 16(aCommon Stock hereunder or (c) of the Exchange Act shall be required or shall be voluntarily made in connection with subsequent sales issuance by the Company of shares of Class A Common Stock upon the exercise of an option or other securities acquired in such open market transactions, warrant or (d) the establishment conversion of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Class A Common Stock, provided that (i) such plan does not provide for the transfer of shares of Class A Common Stock during the Restricted Period and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of the Company regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of shares of Class A Common Stock may be made under such plan during the Restricted Period. The Company consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of any shares of Class A Common Stock held by the Company except in compliance with the foregoing restrictions. If the Representativessecurity, in their sole discretioneach case, agree to release or waive outstanding on the restrictions set forth date hereof and of which the Underwriters have been advised in a lock-up letter described in Section 6(i) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit B hereto through a major news service at least two business days before the effective date of the release or waiverwriting.

Agreement to Sell and Purchase. The Company REIT hereby agrees to issue and sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but contained and upon the terms and subject to the conditions hereinafter statedherein set forth, agrees, severally and not jointly, to purchase from the Company REIT, the respective numbers number of Firm Shares set forth in Schedule I hereto opposite its name at name. The purchase price per share of the Shares to be paid by the several Underwriters to the REIT shall be $[ ] 24.2125 a share (the “Purchase Price”"PURCHASE PRICE"). On In addition, REIT hereby agrees to issue and sell to the several Underwriters, and the Underwriters, upon the basis of the representations and warranties herein contained in this Agreement, and upon the terms and subject to its terms and conditionsthe conditions herein set forth, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the a one-time right to purchase, severally and not jointly, up to [ ] from the REIT any or all of the Additional Shares at the Purchase Price. If you, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. The Representatives may exercise this right on behalf of the Underwriters Underwriters, elect to exercise such option, you shall so notify the REIT in whole or from time to time in part by giving written notice writing not later than 30 days after the date of this Agreement. Any exercise , which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase Such date must may be at least one business day after the written notice is given and may same as the Closing Date (as defined below) but not be earlier than the closing date for the Firm Shares Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that If any Additional Shares are to be purchased (an “Option Closing Date”)purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as the Representatives you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. Notwithstanding the foregoing, because the record date for the first dividend on the Shares is July 3, 2003, the Underwriters have agreed that to the extent they elect to exercise the option to purchase the Additional Shares, they will do so such that the delivery date for the Additional Shares exercised occurs on or before July 2, 2003. The Company REIT hereby agrees that, without the prior written consent of the Representatives Representative on behalf of the Underwriters, it will not, during the period commencing on the date hereof and ending 180 30 days after the date of the Prospectus (the “Restricted Period”)Prospectus, (1i) 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, lend or otherwise transfer or dispose of, directly or indirectly, any Common Shares beneficially owned by shares of 6 1/2% Series L Cumulative Redeemable Preferred Stock (the Company (as such term is used in Rule 13d-3 of the Exchange Act) "SERIES L PREFERRED STOCK"), or any other securities so owned convertible into or exercisable or exchangeable for Common Shares Series L Preferred Stock or (2ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Sharesshares of Series L Preferred Stock, whether any such transaction described in clause (1i) or (2ii) above is to be settled by delivery of Common Shares or such other securitiesSeries L Preferred Stock, in cash or otherwise, (3) file any registration statement with the Commission relating to the offering of any shares of Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares or (4) publicly disclose the intention to do any of the foregoing. The restrictions contained described in the preceding paragraph foregoing sentence shall not apply to (a) the Shares to be sold hereunder, (b) the issuance of shares of Class A Common Stock upon the exercise of an option, warrant or equity award hereunder or the conversion of a security outstanding on the date hereof that is described in the most recent Time of Sale Prospectus, (c) transactions relating to shares of Class A Common Stock or other securities acquired in open market transactions after prevent the completion REIT from redeeming or repurchasing any of the offering of the Sharesits securities, provided that no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made in connection with subsequent sales of shares of Class including without limitation, its Series A Common Stock or other securities acquired in such open market transactions, or (d) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Class A Common Preferred Stock, provided that (i) such plan does not provide for the transfer of shares of Class A Common Stock during the Restricted Period and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of the Company regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of shares of Class A Common Stock may be made under such plan during the Restricted Period. The Company consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of any shares of Class A Common Stock held by the Company except in compliance with the foregoing restrictions. If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 6(i) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit B hereto through a major news service at least two business days before the effective date of the release or waiver.

Agreement to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon Upon the basis of the representations representations, warranties and warranties agreements herein contained, but contained and subject to all the terms and conditions hereinafter statedof this Agreement, agrees, severally and not jointly, you agree to purchase from use best efforts to sell on behalf of the Company the respective numbers aggregate principal amount of Firm Shares set forth Securities which are offered in Schedule I hereto opposite its name at $[ ] a share (this Offering. The Securities sold and the “Purchase Price”)proceeds therefrom will be placed in an escrow account. On However, if the basis Company fails to receive subscriptions for the Minimum Offering within 10 business days from the date of the representations final Prospectus, the Offering will be terminated and warranties contained in any subscriptions received will be promptly refunded to subscribers with interest thereon and without any deduction therefrom and this Agreement, and subject to its terms and conditionsAgreement shall terminate. Upon completion of the Minimum Offering, the Company agrees shall have 90 days from the effective date of the offering to sell to complete the Underwriters the Additional Shares, Maximum Offering. The Company and the Underwriters Underwriter shall have the right to purchase, severally and not jointly, extend this period up to [ ] Additional Shares at an additional 30 days. You shall receive an 8% cash commission for the Purchase Price, provided, however, sale of the Securities made by you after the Minimum Offering has been sold (the "Commission"). The Company also agrees to pay to you a non-accountable expense allowance equal to 2% of the aggregate principal amount of Securities sold by you (the "Nonaccountable Expense Allowance"). In the event that the amount paid by the Underwriters Offering is terminated for any Additional Shares reason, the Company shall pay you for any reasonable accountable expenses you have incurred. In addition to the Commission and the Nonaccountable Expense Allowance, you shall be reduced by entitled to receive (the "Selected Dealer Warrants") for the purchase of an amount per share of shares of Common Stock of the Company equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. The Representatives may exercise this right on behalf 10% of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to Securities actually sold by you in the public offering. The Selected Dealer Warrants shall be purchased by issued in the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares form set forth in Schedule I hereto opposite the name of such Underwriter bears to Selected Dealer Warrant included in the total number of Firm SharesRegistration Statement. The Company hereby agrees that, without the prior written consent of the Representatives on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus (the “Restricted Period”), (1) 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, any Common Shares beneficially owned by the Company (as such term is used in Rule 13d-3 of the Exchange Act) or any other securities so owned convertible into or exercisable or exchangeable for Common Shares or (2) enter into any swap or other arrangement that transfers to anotherSelected Dealer Warrants shall be exercisable, in whole or in part, any for a period of the economic consequences of ownership of the Common Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise, (3) file any registration statement with the Commission relating to the offering of any shares of Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares or (4) publicly disclose the intention to do any of the foregoing. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance of shares of Class A Common Stock upon the exercise of an option, warrant or equity award or the conversion of a security outstanding on four years commencing one year from the date hereof that is described in the most recent Time of Sale Prospectus, (c) transactions relating to shares of Class A Common Stock or other securities acquired in open market transactions after the completion of the offering Offering at an exercise price of the Shares, provided that no filing under Section 16(a) of the Exchange Act $7.50 per share. The Selected Dealer Warrants shall be required or shall be voluntarily made in connection with subsequent sales of shares of Class A Common Stock or other securities acquired in such open market transactions, or (d) the establishment of a trading plan pursuant to Rule 10b5non-1 under the Exchange Act exercisable for the transfer of shares of Class A Common Stock, provided that (i) such plan does not provide for the transfer of shares of Class A Common Stock during the Restricted Period and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of the Company regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of shares of Class A Common Stock may be made under such plan during the Restricted Period. The Company consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of any shares of Class A Common Stock held by the Company except in compliance with the foregoing restrictions. If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 6(i) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver at least three business days before one year from the effective date of the release Offering, and non-transferable for one year(whether by sale, transfer, assignment, or waiverhypothecation) except for (i) transfers to officers of the broker/dealer who are also shareholders of the broker/dealer; and (ii) transfers occurring by operation of law. It is understood that you may also execute Selected Dealer Agreements providing for the sale of the Securities by other broker/dealers who are registered as such with the Commission and who are members of the National Association of Securities Dealers, Inc. ("NASD") (the "Selected Dealers"). The Selected Dealers shall receive the Commission, the Company agrees to announce the impending release or waiver by a press release substantially Nonaccountable Expense Allowance, and Selected Dealer Warrants in the form of Exhibit B hereto through a major news service at least two business days before appropriate amount for the effective date of the release or waiverSecurities actually sold by them.

Agreement to Sell and Purchase. The Company hereby agrees to sell ------------------------------ to the several Underwriters, and each Underwriterthe Underwriters, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agreesagree, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name their names at $[ [_____] a share (the “"Purchase Price”"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the a one-time right to purchase, severally and not jointly, up to [ [_________] Additional Shares at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. The Representatives may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments overallotments made in connection with the offering of the Firm Shares. On each day, if any, that If any Additional Shares are to be purchased (an “Option Closing Date”)purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as the Representatives you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of the Representatives on behalf of the UnderwritersXxxxxx Xxxxxxx & Co. Incorporated ("Xxxxxx Xxxxxxx"), it will not, during the for a period ending 180 of 90 days after the date of the Prospectus (the “Restricted Period”)Prospectus, (1i) 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, any shares of Common Shares beneficially owned by the Company (as such term is used in Rule 13d-3 of the Exchange Act) Stock or any other securities so owned convertible into or exercisable or exchangeable for Common Shares Stock, or (2ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the such shares of Common SharesStock, whether any such transaction described in clause (1i) or (2ii) above is to be settled by delivery of Common Shares Stock or such other securities, in cash or otherwise, (3) file any registration statement with the Commission relating to the offering of any shares of Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares or (4) publicly disclose the intention to do any of the foregoing. The restrictions contained in the preceding paragraph shall not apply to other than (a) the sale of the Shares to be sold hereunderthe Underwriters pursuant to this Agreement, (b) the sale of the Notes to the Placement Agents pursuant to the Placement Agreement, (c) the issuance of shares of Class A Common Stock upon conversion of the Notes, (d) the issuance by the Company of shares of Common Stock upon the exercise of an option, option or warrant or equity award or the conversion of a security security, in each case, outstanding on the date hereof that and of which the Underwriters have been advised in writing, (e) the issuance of additional options to purchase shares of Common Stock pursuant to the Company's Stock Option Plan or Director Stock Option Plan (as each term is described defined in the most recent Time of Sale ProspectusCompany's Annual Report on Form 10-K, as amended on the date hereof), (cf) transactions relating to shares of Class A Common Stock or other securities acquired in open market transactions after the completion of the public offering of the Shares, provided that no filing under Section 16(aCommon Stock hereunder or (g) of the Exchange Act shall be required or shall be voluntarily made in connection with subsequent sales issuance of shares of Class A Common Stock or other securities acquired in such open market transactions, or (d) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Class A Common Stock, provided that (i) such plan does not provide for the transfer of shares of Class A Common Stock during the Restricted Period and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of the Company regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of shares of Class A Common Stock may be made under such plan during the Restricted Period. The Company consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of any shares of Class A Common Stock held by the Company except in compliance with the foregoing restrictions. If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 6(i) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit B hereto through a major news service at least two business days before the effective date of the release or waiverAvData Merger Agreement.

Agreement to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon Upon the basis of the representations ------------------------------- representations, warranties and warranties agreements herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name at $[ ] a share (the “Purchase Price”). On the basis of the representations and warranties contained in this Agreement, and subject to its all the terms and conditionsconditions of this Agreement, the Company agrees to sell to you and you agree to purchase from the Underwriters Company the Additional Shares, and aggregate principal amount of Securities which are sold in this Offering at a 10% discount from the Underwriters shall have the right to purchase, severally and not jointly, up to [ ] Additional Shares at the Purchase Price, purchase price provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by if the Company and payable on the Firm Shares but not payable on such Additional Shares. The Representatives may exercise this right on behalf fails to receive subscriptions for a minimum of the Underwriters in whole or 350,000 Units within 120 days from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of the Representatives on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the final Prospectus (or 150 days, if extended by the “Restricted Period”Company), the Offering will be terminated and any subscriptions received will be promptly refunded within 5 days to subscribers, without any deduction therefrom or any interest thereon and this Agreement shall terminate. It is understood that you currently intend to execute an Agreement Among Underwriters providing for the purchase of a portion of the principal amount, at whatever price you may elect, at your own discretion (1) offerthe "Agreement Among Underwriters"). The Company agrees to pay to you a non-accountable expense allowance equal to 3% of the aggregate principal amount of Securities sold. In the event that the Company's public offering of the Securities is terminated for any reason, 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, any Common Shares beneficially owned by the Company (shall pay you for any reasonable accountable expenses you have incurred. In addition to the sums payable to you, as such term is used provided elsewhere herein, Veera Capital Corporation, in Rule 13d-3 its individual capacity and not as representative of the Exchange Actseveral Underwriters, shall be entitled to receive, as partial compensation for its services, warrants (the "Warrants") or any other securities so owned convertible into or exercisable or exchangeable for the purchase of an amount of shares of Common Shares or (2) enter into any swap or other arrangement that transfers Stock of the Company equal to another10% of the number of Units issued in the public offering. The Warrants shall be issued pursuant to the Underwriter's Warrant in the form of Exhibit B attached hereto and shall be exercisable, in whole or in part, any for a period of the economic consequences of ownership of the Common Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise, (3) file any registration statement with the Commission relating to the offering of any shares of Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares or (4) publicly disclose the intention to do any of the foregoing. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance of shares of Class A Common Stock upon the exercise of an option, warrant or equity award or the conversion of a security outstanding on four years commencing one year from the date hereof that is described in the most recent Time of Sale Prospectus, (c) transactions relating to shares of Class A Common Stock or other securities acquired in open market transactions after the completion of the offering Offering at an exercise price of $4.32 per share. The Warrants shall be non-exercisable for one year from the issuance of the SharesWarrants, provided that no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made in connection with subsequent sales of shares of Class A Common Stock or other securities acquired in such open market transactionsand non-transferable (whether by sale, transfer, assignment, or (dhypothecation) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act except for the transfer of shares of Class A Common Stock, provided that (i) such plan does not provide for the transfer transfers to officers of shares Veera Capital Corporation who are also shareholders of Class A Common Stock during the Restricted Period Veera Capital Corporation; and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required transfers occurring by operation of or voluntarily made by or on behalf of the Company regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of shares of Class A Common Stock may be made under such plan during the Restricted Period. The Company consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of any shares of Class A Common Stock held by the Company except in compliance with the foregoing restrictions. If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 6(i) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit B hereto through a major news service at least two business days before the effective date of the release or waiverlaw.

Agreement to Sell and Purchase. The Company Each Selling Shareholder, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from such Selling Shareholder, on the Company Closing Date, at $21.60 per share (the respective numbers “Purchase Price”) the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Firm Shares to be sold by such Selling Shareholder as the number of Firm Shares set forth in Schedule I II hereto opposite its the name at $[ ] a share (of such Underwriter bears to the “Purchase Price”)total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company each Selling Shareholder agrees to sell to the Underwriters the Additional SharesUnderwriters, and the Underwriters shall have the right to purchasepurchase from such Selling Shareholder, severally and not jointly, up to [ ] Additional Shares at the Purchase Price, Price (provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares), up to the number of Additional Shares set forth in Schedule I hereto opposite the name of such Selling Shareholder. The Representatives In the event and to the extent that the Underwriters exercise the option to purchase Additional Shares, the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) to be so purchased from each Selling Shareholder on the applicable Option Closing Date (as defined below), shall bear the same proportion to the maximum number of Additional Shares to be sold by such Selling Shareholder as the number of maximum Additional Shares set forth in Schedule I hereto opposite the name of such Selling Shareholder bears to the total number of Additional Shares. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any The exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each Unless agreed among you, the Selling Shareholders and the Company, the purchase date must be at least one two business day days after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for On the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as the Representatives you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company and each Selling Shareholder hereby agrees that, without the prior written consent of the Representatives on behalf of the Underwriters, it will not, during the period ending 180 60 days after the date of the Prospectus (the “Restricted Period”), (1) 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, any Common Shares beneficially owned by the Company or such Selling Shareholder (as such term is used in Rule 13d-3 of the Exchange Act) or any other securities so owned convertible into or exercisable or exchangeable for Common Shares (any such security, a “Related Security”) or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise, otherwise or (3) file any registration statement with the Commission relating to the offering of any shares of Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares or (4) publicly disclose the intention to do any of the foregoingRelated Securities. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, ; (b) the issuance of shares of Class A Common Stock Shares upon the exercise of an optionany option or warrant, warrant or equity award settlement of other equity-based awards, or the conversion of a security outstanding on the date hereof that of which the Underwriters have been advised in writing or which is described in the most recent Time of Sale Prospectus, ; (c) the transfer of any Common Shares or Related Securities required to consummate the Share Transfer; (d) grants or issuances by the Company of Common Shares, options or other rights to acquire Common Shares or other equity-based awards under a stock-incentive plan or stock purchase plan of the Company as described in the Prospectus; (e) transactions relating to shares of Class A Common Stock Shares or other securities acquired in open market transactions after the completion of the offering of the Shares; (f) transfers by a Selling Shareholder of Common Shares or any Related Securities as a bona fide gift; (g) distributions by a Selling Shareholder of Common Shares or any Related Securities to (A) its partners, shareholders, members or other participants or to any entity or individual that directly or indirectly controls, is controlled by or is under common control with such Selling Shareholder, (B) any trust or other legal entity for which such Selling Shareholder or the Selling Shareholder’s spouse serves as a trustee or investment advisor, or (C) any member of the family of such Selling Shareholder or any trust or other legal entity for the direct or indirect benefit of the Selling Shareholder or any member of the family of the Selling Shareholder; (h) any amendments to, and transfers or distributions pursuant to any arrangements under, (A) the Shareholders’ Agreement and Investment and Shareholders’ Agreement with respect to Luxco Coinvest, and (B) the Shareholders’ Agreement with respect to Kinove Holdings; provided that in the case of any transfer or distribution pursuant to clause (f), (g) or (h), (A) each donee or distributee shall enter into a written agreement accepting the restrictions set forth in the preceding paragraph and this paragraph as if it were the applicable Selling Shareholder and (B) no filing under Section 16(a) of the Exchange Act shall be required or public disclosure shall be voluntarily made in connection with subsequent sales respect of shares the transfer or distribution during the Restricted Period; (i) transfers by a Selling Shareholder of Class A Common Stock Shares or any Related Securities by will or intestacy; (j) the exercise of options or other securities acquired rights to acquire Common Shares or settlement of other equity-based awards granted under a stock incentive plan or stock purchase plan of the Company described in such open market transactions, or the Prospectus; (dk) transfers for the purpose of satisfying withholding obligations upon the vesting of equity-based awards granted under the Company’s employee benefit plans described in the Prospectus; (l) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Class A Common StockShares, provided that (iA) such plan does not provide for the transfer of shares of Class A Common Stock Shares during the Restricted Period and (iiB) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of such Selling Shareholder or the Company regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of shares of Class A Common Stock Shares may be made under such plan during the Restricted Period; (m) the filing with the Commission of one or more registration statements on Form S-8; (n) transfers by a Selling Shareholder of Common Shares or any Related Security in connection with the direct or indirect acquisition of 100% of the Common Shares by a single person or “group” (within the meaning of Section 13(d)(3) of the Exchange Act) or the entry by the Company and Kinove Holdings into an agreement providing for such a transaction; provided that any Common Shares or Related Securities that may be transferred pursuant to this clause (n) may not be transferred prior to the Closing Date or without prior approval of the board of directors of the Company; or (o) the issuance or transfers of Common Shares or any Related Security in connection with a strategic investment (including partnerships and joint ventures) by the Company or the acquisition by the Company or any of its subsidiaries of the securities, business, property or other assets of another person or entity, provided that the aggregate number of Common Shares or Related Securities that may be issued or transferred pursuant to this clause (o) shall not exceed 5% of the total number of Common Shares outstanding, on a fully-diluted basis, on the Closing Date, and provided further, that any transferee of Common Shares or Related Securities pursuant to this clause (o) shall sign and deliver a lock-up letter substantially in the form of Exhibit A hereto for the remainder of the Restricted Period. The Company In addition, each Selling Shareholder agrees that, without the prior written consent of the Representatives on behalf of the Underwriters, it will not, during the Restricted Period, make any demand for, or exercise any right with respect to, the registration of any Common Shares or Related Securities; provided that a Selling Shareholder may exercise any such right if such exercise shall not result in any public announcement regarding the exercise of such right, the filing of any registration statement in connection therewith prior to the expiration of the Restricted Period or the sale of any Common Shares or Related Securities under the Registration Statement during the Restricted Period. Each Selling Shareholder consents to the entry of stop transfer instructions given by the Company with the Company’s its transfer agent and registrar against the transfer of any shares of Class A Common Stock Shares held by the Company such Selling Shareholder except in compliance with the foregoing restrictions. If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 6(i) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit B hereto through a major news service at least two business days before the effective date of the release or waiver.

Agreement to Sell and Purchase. The Company Partnership hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company Partnership the respective numbers of Firm Shares Units set forth in Schedule I hereto opposite its name at $[ [•] a share per Unit (the “Purchase Price”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company Partnership agrees to sell to the Underwriters the Additional SharesUnits, and the Underwriters shall have the right to purchase, severally and not jointly, up to [ [•] Additional Shares Units at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares Units shall be reduced by an amount per share Unit equal to any dividends distributions declared by the Company Partnership and payable on the Firm Shares Units but not payable on such Additional SharesUnits. The Representatives Representative may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares Units to be purchased by the Underwriters and the date on which such shares Additional Units are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares Units nor later than ten business days after the date of such notice. Additional Shares Units may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm SharesUnits. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares Units (subject to such adjustments to eliminate fractional shares Units as the Representatives Representative may determine) that bears the same proportion to the total number of Additional Shares Units to be purchased on such Option Closing Date as the number of Firm Shares Units set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm SharesUnits. The Company Partnership hereby agrees that, without the prior written consent of the Representatives Representative on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus (the “Restricted Period”), (1) 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, any Common Shares Units beneficially owned by the Company (as such term is used in Rule 13d-3 of the Exchange Act) or any other securities so owned convertible into or exercisable or exchangeable for Common Shares Units or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common SharesUnits, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Shares Units or such other securities, in cash or otherwise, (3) file any registration statement with the Commission relating to the offering of any shares of Common Shares Units or any securities convertible into or exercisable or exchangeable for Common Shares Units or (4) publicly disclose the intention to do any of the foregoing. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares Units to be sold hereunder, hereunder or (b) the grant by the Partnership or the General Partner of compensatory awards of Common Units or awards the value of which is based, in whole or in part, on the value of Common Units pursuant to the LTIP (“LTIP Awards”), (c) the vesting, exercise or settlement of LTIP Awards, which may include the issuance of shares Common Units, (d) the net settlement of Class A LTIP Awards, including net withholding to satisfy applicable tax withholding obligations and the net exercise of unit options, unit appreciation rights or similar LTIP Awards, (e) the filing by the Partnership of a registration statement on Form S-8 to register the offer and sale of Common Stock Units pursuant to the LTIP or (f) the issuance of Common Units upon the exercise of an option, a warrant or equity award or the conversion of a security outstanding on the date hereof that is described in the most recent Time of Sale Prospectus, (c) transactions relating to shares of Class A Common Stock or other securities acquired in open market transactions after the completion of the offering of the Shares, provided that no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made in connection with subsequent sales of shares of Class A Common Stock or other securities acquired in such open market transactions, or (d) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Class A Common Stock, provided that (i) such plan does not provide for the transfer of shares of Class A Common Stock during the Restricted Period and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of the Company regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of shares of Class A Common Stock may be made under such plan during the Restricted Period. The Company Partnership consents to the entry of stop transfer instructions with the CompanyPartnership’s transfer agent and registrar against the transfer of any shares of Class A Common Stock Units held by the Company Partnership except in compliance with the foregoing restrictions. If the RepresentativesRepresentative, in their its sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 6(i6(g) hereof for an officer or director of the Company General Partner and provide the Company General Partner with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company Partnership agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit B hereto through a major news service at least two business days before the effective date of the release or waiver.

Agreement to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon Upon the basis of the representations representations, warranties and warranties agreements herein contained, but contained and subject to all the terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name at $[ ] a share (the “Purchase Price”). On the basis of the representations and warranties contained in this Agreement, and subject you agree to its terms and conditions, the Company agrees use best efforts to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to [ ] Additional Shares at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. The Representatives may exercise this right on behalf of the Underwriters Company the aggregate principal amount of Securities which are offered in whole or from time to time in part by giving written notice not later than 30 days after the date of this AgreementOffering. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters The Securities sold and the date on which such shares are proceeds therefrom will be placed in an escrow account. However, if the Company fails to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date receive subscriptions for the Firm Shares nor later than ten business Minimum Offering within 90 days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of the Representatives on behalf of the Underwriters, it will not, during the period ending 180 days after from the date of the final Prospectus (or 120 days, if extended by the “Restricted Period”Company), the Offering will be terminated and any subscriptions received will be promptly refunded to subscribers with interest thereon and without any deduction therefrom and this Agreement shall terminate. You shall receive an 8% cash commission for the sale of the Securities made by you after the Minimum Offering has been sold (1) offerthe "Commission").. The Company also agrees to pay to you a non-accountable expense allowance equal to 2% of the aggregate principal amount of Securities sold by you (the "Nonaccountable Expense Allowance"). In the event that the Offering is terminated for any reason, 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, any Common Shares beneficially owned by the Company shall pay you for any reasonable accountable expenses you have incurred. In addition to the Commission and the Nonaccountable Expense Allowance, you shall be entitled to receive (as such term is used in Rule 13d-3 the "Selected Dealer Warrants") for the purchase of an amount of shares of Common Stock of the Exchange Act) or any other securities so owned convertible into or exercisable or exchangeable for Common Shares or (2) enter into any swap or other arrangement that transfers Company equal to another10% of the number of Securities actually sold by you in the public offering. The Selected Dealer Warrants shall be issued in the form set forth in the Selected Dealer Warrant included in the Registration Statement. The Selected Dealer Warrants shall be exercisable, in whole or in part, any for a period of the economic consequences of ownership of the Common Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise, (3) file any registration statement with the Commission relating to the offering of any shares of Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares or (4) publicly disclose the intention to do any of the foregoing. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance of shares of Class A Common Stock upon the exercise of an option, warrant or equity award or the conversion of a security outstanding on four years commencing one year from the date hereof that is described in the most recent Time of Sale Prospectus, (c) transactions relating to shares of Class A Common Stock or other securities acquired in open market transactions after the completion of the offering Offering at an exercise price of the Shares, provided that no filing under Section 16(a) of the Exchange Act $7.50 per share. The Selected Dealer Warrants shall be required or shall be voluntarily made in connection with subsequent sales of shares of Class A Common Stock or other securities acquired in such open market transactions, or (d) the establishment of a trading plan pursuant to Rule 10b5non-1 under the Exchange Act exercisable for the transfer of shares of Class A Common Stock, provided that (i) such plan does not provide for the transfer of shares of Class A Common Stock during the Restricted Period and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of the Company regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of shares of Class A Common Stock may be made under such plan during the Restricted Period. The Company consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of any shares of Class A Common Stock held by the Company except in compliance with the foregoing restrictions. If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 6(i) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver at least three business days before one year from the effective date of the release Offering, and non-transferable (whether by sale, transfer, assignment, or waiverhypothecation) except for (i) transfers to officers of the broker/dealer who are also shareholders of the broker/dealer; and (ii) transfers occurring by operation of law. It is understood that you may also execute Selected Dealer Agreements providing for the sale of the Securities by other broker/dealers who are registered as such with the Commission and who are members of the National Association of Securities Dealers, Inc. ("NASD") (the "Selected Dealers"). The Selected Dealers shall receive the Commission, the Company agrees to announce the impending release or waiver by a press release substantially Nonaccountable Expense Allowance, and Selected Dealer Warrants in the form of Exhibit B hereto through a major news service at least two business days before appropriate amount for the effective date of the release or waiverSecurities actually sold by them.

Agreement to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon On the basis of the representations and warranties herein contained, but contained and subject to the terms and conditions hereinafter statedherein set forth, agreeseach of the Forward Sellers (with respect to the Borrowed Shares) and the Company (with respect to any Company Top-Up Shares), severally and not jointly, agrees to sell to the Underwriters, and each Underwriter, severally and not jointly, agrees to purchase from the Forward Sellers (with respect to the Borrowed Shares) and the Company the respective numbers (with respect to any Company Top-Up Shares), at a purchase price of Firm Shares set forth in Schedule I hereto opposite its name at $[ ] a share 48.6074 (the “Purchase Price”)) per Share, the number of Shares set forth in Schedule A opposite the name of such Underwriter. On The obligations of the basis Forward Sellers to sell the Borrowed Shares under this Agreement are several and not joint. Each Forward Seller’s obligations extend solely to the respective number of Borrowed Shares set forth opposite the name of such Forward Seller in Schedule A under the heading “Number of Borrowed Shares To Be Sold” at the Purchase Price. If (i) any of the representations and warranties of the Company contained herein or any certificate delivered by the Company pursuant hereto are not true and correct as of the Closing Time, as the case may be, as if made as of the Closing Time, (ii) the Company has not performed all of the obligations required to be performed by it under this Agreement or the Forward Sales Agreements on or prior to the Closing Time, (iii) any of the conditions set forth in Section 6 hereof have not been satisfied on or prior to the Closing Time, (iv) this Agreement shall have been terminated pursuant to Section 10 hereof on or prior to the Closing Time or the Closing Time shall not have occurred, (v) any of the conditions set forth in Paragraph 7(a) of the Forward Sale Agreements shall not have been satisfied on or prior to the Closing Time or (vi) any of the representations and warranties of the Company contained in this Agreementthe Forward Sale Agreements are not true and correct as of the Closing Time as if made as of the Closing Time (clauses (i) through (vi), and subject to its terms and conditionstogether, the Company agrees “Conditions”), then each Forward Seller, in its sole discretion, may elect not to sell (or in the case of clause (iv), will not) borrow and deliver for sale to the Underwriters the Additional SharesBorrowed Shares otherwise deliverable on such date. In addition, in the event a Forward Seller determines that (A) it or its affiliate is unable through commercially reasonable efforts to borrow and the Underwriters shall have the right to purchase, severally and not jointly, up to [ ] Additional deliver for sale a number of Borrowed Shares at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. The Representatives may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Borrowed Shares that it has agreed to be purchased by the Underwriters sell and the date on which such shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments made deliver in connection with establishing a commercially reasonable hedge position or (B) in its commercially reasonable judgment either it is impracticable to do so or it or its affiliate would incur a stock loan cost of more than a rate equal to 200 basis points per annum to do so, then, in each case, such Forward Seller shall only be required to deliver for sale to the offering of Underwriters at the Firm Shares. On each dayClosing Time, if anyas the case may be, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the aggregate number of Additional shares of Common Stock that such Forward Seller or its affiliates is able to so borrow in connection with establishing its commercially reasonable hedge position at or below such cost. If a Forward Seller elects not to, or is otherwise not required to, borrow and deliver any Borrowed Shares (subject for sale to such adjustments the Underwriters pursuant to eliminate fractional shares as the Representatives may determine) that bears preceding paragraph at the same proportion to Closing Time, the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of the Representatives on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus (the “Restricted Period”), (1) 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, any Common Shares beneficially owned by the Company (as such term is used in Rule 13d-3 of the Exchange Act) or any other securities so owned convertible into or exercisable or exchangeable for Common Shares or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise, (3) file any registration statement with the Commission relating to the offering of any shares of Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares or (4) publicly disclose the intention to do any of the foregoing. The restrictions contained in the preceding paragraph shall not apply to (a) the Borrowed Shares to be sold by it hereunder, (b) such Forward Seller will use its commercially reasonable efforts to notify the issuance of shares of Class A Common Stock upon the exercise of an optionCompany no later than 9:00 a.m., warrant or equity award or the conversion of a security outstanding New York City time, on the date hereof that is described Closing Time. Notwithstanding anything to the contrary herein, in no event will the most recent Time of Sale Prospectus, (c) transactions relating Company be required to shares of Class A Common Stock issue or other securities acquired in open market transactions after deliver any Company Top-Up Shares prior to the completion Business Day following notice to the Company of the offering relevant number of the Shares, provided that no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made Securities so deliverable in connection accordance with subsequent sales of shares of Class A Common Stock or other securities acquired in such open market transactions, or (d) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Class A Common Stock, provided that (i) such plan does not provide for the transfer of shares of Class A Common Stock during the Restricted Period and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of the Company regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of shares of Class A Common Stock may be made under such plan during the Restricted Period. The Company consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of any shares of Class A Common Stock held by the Company except in compliance with the foregoing restrictions. If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 6(i) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit B hereto through a major news service at least two business days before the effective date of the release or waiverthis paragraph.

Agreement to Sell and Purchase. The Company Each Selling Shareholder, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from such Selling Shareholder, on the Company Closing Date, at $22.97 per share (the respective numbers “Purchase Price”) the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Firm Shares to be sold by such Selling Shareholder as the number of Firm Shares set forth in Schedule I II hereto opposite its the name at $[ ] a share (of such Underwriter bears to the “Purchase Price”)total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company each Selling Shareholder agrees to sell to the Underwriters the Additional SharesUnderwriters, and the Underwriters shall have the right to purchasepurchase from such Selling Shareholder, severally and not jointly, up to [ ] Additional Shares at the Purchase Price, Price (provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares), up to the number of Additional Shares set forth in Schedule I hereto opposite the name of such Selling Shareholder. The Representatives In the event and to the extent that the Underwriters exercise the option to purchase Additional Shares, the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) to be so purchased from each Selling Shareholder on the applicable Option Closing Date (as defined below), shall bear the same proportion to the maximum number of Additional Shares to be sold by such Selling Shareholder as the number of maximum Additional Shares set forth in Schedule I hereto opposite the name of such Selling Shareholder bears to the total number of Additional Shares. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any The exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each Unless agreed among you, the Selling Shareholders and the Company, the purchase date must be at least one two business day days after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for On the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as the Representatives you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company and each Selling Shareholder hereby agrees that, without the prior written consent of the Representatives on behalf of the Underwriters, it will not, during the period ending 180 30 days after the date of the Prospectus (the “Restricted Period”), (1) 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, any Common Shares beneficially owned by the Company or such Selling Shareholder (as such term is used in Rule 13d-3 of the Exchange Act) or any other securities so owned convertible into or exercisable or exchangeable for Common Shares (any such security, a “Related Security”) or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise, otherwise or (3) file any registration statement with the Commission relating to the offering of any shares of Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares or (4) publicly disclose the intention to do any of the foregoingRelated Securities. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, ; (b) the issuance of shares of Class A Common Stock Shares upon the exercise of an optionany option or warrant, warrant or equity award settlement of other equity-based awards, or the conversion of a security outstanding on the date hereof that of which the Underwriters have been advised in writing or which is described in the most recent Time of Sale Prospectus, ; (c) the transfer of any Common Shares or Related Securities required to consummate the Share Transfer; (d) grants or issuances by the Company of Common Shares, options or other rights to acquire Common Shares or other equity-based awards under a stock-incentive plan or stock purchase plan of the Company as described in the Prospectus; (e) transactions relating to shares of Class A Common Stock Shares or other securities acquired in open market transactions after the completion of the offering of the Shares; (f) transfers by a Selling Shareholder of Common Shares or any Related Securities as a bona fide gift; (g) distributions by a Selling Shareholder of Common Shares or any Related Securities to (A) its partners, provided that no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made in connection with subsequent sales of shares of Class A Common Stock shareholders, members or other securities acquired in participants or to any entity or individual that directly or indirectly controls, is controlled by or is under common control with such open market transactionsSelling Shareholder, (B) any trust or other legal entity for which such Selling Shareholder or the Selling Shareholder’s spouse serves as a trustee or investment advisor, or (dC) any member of the family of such Selling Shareholder or any trust or other legal entity for the direct or indirect benefit of the Selling Shareholder or any member of the family of the Selling Shareholder; (h) any amendments to, and transfers or distributions pursuant to any arrangements under, (A) the establishment Shareholders’ Agreement and Investment and Shareholders’ Agreement with respect to Luxco Coinvest, and (B) the Shareholders’ Agreement with respect to Kinove Holdings; provided that in the case of a trading plan any transfer or distribution pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Class A Common Stockclause (f), provided that (ig) such plan does not provide for the transfer of shares of Class A Common Stock during the Restricted Period and or (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of the Company regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of shares of Class A Common Stock may be made under such plan during the Restricted Period. The Company consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of any shares of Class A Common Stock held by the Company except in compliance with the foregoing restrictions. If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 6(i) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit B hereto through a major news service at least two business days before the effective date of the release or waiver.h),

Agreement to Sell and Purchase. The Company REIT hereby agrees to issue and sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but contained and upon the terms and subject to the conditions hereinafter statedherein set forth, agrees, severally and not jointly, to purchase from the Company REIT, the respective numbers number of Firm Shares set forth in Schedule I hereto opposite its name at name. The purchase price per share of the Shares to be paid by the several Underwriters to the REIT shall be $[ ] 56.4288 a share (the “Purchase Price”). On In addition, the REIT hereby agrees to issue and sell to the several Underwriters, and the Underwriters, upon the basis of the representations and warranties herein contained in this Agreement, and upon the terms and subject to its terms and conditionsthe conditions herein set forth, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the a one-time right to purchase, severally and not jointly, up to [ ] from the REIT any or all of the Additional Shares at the Purchase Price. If you, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. The Representatives may exercise this right on behalf of the Underwriters Underwriters, elect to exercise such option, you shall so notify the REIT in whole or from time to time in part by giving written notice writing not later than 30 days after the date of this Agreement. Any exercise , which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase Such date must may be at least one business day after the written notice is given and may same as the Closing Date (as defined below), but not be earlier than the closing date for the Firm Shares Closing Date nor later than ten (10) business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that If any Additional Shares are to be purchased (an “Option Closing Date”)purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as the Representatives you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company Each of the REIT and the Operating Partnership hereby agrees that, without the prior written consent of the Representatives each of Banc of America Securities LLC, J.X. Xxxxxx Securities Inc. and Mxxxxx Sxxxxxx & Co. Incorporated on behalf of the Underwriters, it will not, directly or indirectly, during the period commencing on the date hereof and ending 180 90 days after the date of the Prospectus (the “Restricted Period”)Prospectus, (1i) 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, lend, lend or otherwise transfer or dispose ofof any shares of its Common Stock, directly or indirectly, any Common Shares beneficially owned by the Company (as such term is used in Rule 13d-3 of the Exchange Act) or any other securities so owned convertible into or exercisable or exchangeable for Common Shares Stock or any other securities substantially similar to the Common Stock (other than in connection with the acquisition of properties) or (2ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the shares of Common SharesStock, whether any such transaction described in clause (1i) or (2ii) above is to be settled by delivery of shares of Common Shares or such Stock, other securities, in cash or otherwise, (3) file any registration statement with the Commission relating to the offering of any shares of Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares or (4) publicly disclose the intention to do any of the foregoing. The restrictions contained described in the preceding paragraph foregoing sentence shall not apply to (a1) the Shares to be sold hereunder, (b2) the issuance by the Company of options or shares of restricted Common Stock pursuant to the Company’s existing employee stock option plans in the ordinary course and consistent with past practice and the Company’s standard vesting schedule, (3) the issuance of any shares of Common Stock issued upon the exercise of options granted under existing employee stock option plans in the ordinary course and consistent with past practice and the Company’s standard vesting schedule,(4) the issuance of Units or AMB Property II, L.P. units in connection with the acquisition of properties by the Company, (5) the issuance of shares of Class A Common Stock upon the exercise of an optionin exchange for Units or AMB Property II, warrant or equity award or the conversion of a security outstanding on the date hereof that is described in the most recent Time of Sale Prospectus, (c) transactions relating to shares of Class A Common Stock or other securities acquired in open market transactions after the completion of the offering of the Shares, provided that no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made in connection with subsequent sales of shares of Class A Common Stock or other securities acquired in such open market transactionsL.P. units, or (d6) prevent the establishment Company from redeeming or repurchasing any of a trading plan pursuant to Rule 10b5-1 under its securities, including, without limitation, Units or limited partnership units of AMB Property II, L.P. Notwithstanding the Exchange Act for the transfer of shares of Class A Common Stockforegoing, provided that if (i1) such plan does not provide for the transfer of shares of Class A Common Stock during the Restricted Period and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf last 17 days of the Company regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of shares of Class A Common Stock may be made under such plan during the Restricted Period. The Company consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of any shares of Class A Common Stock held by the Company except in compliance with the foregoing restrictions. If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock90-up letter described in Section 6(i) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiverday restricted period, the Company agrees to announce the impending issues an earnings release or waiver by material news or a press release substantially in material event relating to the form of Exhibit B hereto through a major news service at least two business days before Company occurs; or (2) prior to the effective date expiration of 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 by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or waiverthe occurrence of the material news or material event.

Agreement to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon (a) On the basis of the representations and warranties herein contained, but subject to all the terms and conditions hereinafter statedherein set forth, agrees, severally and not jointly, to the Purchaser will purchase from the Company the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name at $[ ] a 14.37 per share (the “"Purchase Price”") the number of shares of Common Stock necessary to provide the Company with the funds required to pay the aggregate redemption price of the Preferred Stock outstanding on the Redemption Date. Shares acquired by the Purchaser pursuant to this Section 2(a) are referred to herein as "Purchased Shares." The Purchaser shall pay the Company for the Purchased Shares in same day funds on February 28, 1997 (the "Closing Date"). On (b) Until 5:00 p.m. New York City time on the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditionsConversion Termination Date, the Company Purchaser may (but shall have no obligation to) purchase Preferred Stock ("Acquired Preferred Stock") and Common Stock in the open market or otherwise in such amounts and at such prices as the Purchaser may deem advisable. The Purchaser agrees to sell surrender for conversion not later than 5:00 p.m. New York City time on the Conversion Termination Date any Preferred Stock owned by the Purchaser on such date. Purchased Shares and shares of Common Stock issued to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to [ ] Additional Shares at the Purchase Price, provided, however, that the amount paid Purchaser upon conversion of Acquired Preferred Stock may be sold by the Underwriters for Purchaser at any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. The Representatives may exercise this right on behalf of the Underwriters in whole time or from time to time in part by giving written notice not later than 30 days after pursuant to the date Registration Statement or an applicable exemption under the 1933 Act. Shares of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased Common Stock acquired by the Underwriters Purchaser upon conversion of Acquired Preferred Stock are referred to herein as "Additional Shares." Purchased Shares and the date on which such shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are referred to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares in this Agreement as the Representatives may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm "Acquired Shares. The Company hereby agrees that, without the prior written consent of the Representatives on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus (the “Restricted Period”), (1) 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, any Common Shares beneficially owned by the Company (as such term is used in Rule 13d-3 of the Exchange Act) or any other securities so owned convertible into or exercisable or exchangeable for Common Shares or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise, (3) file any registration statement with the Commission relating to the offering of any shares of Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares or (4) publicly disclose the intention to do any of the foregoing. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance of shares of Class A Common Stock upon the exercise of an option, warrant or equity award or the conversion of a security outstanding on the date hereof that is described in the most recent Time of Sale Prospectus, ." (c) transactions relating As compensation to shares of Class A Common Stock or other securities acquired the Purchaser for its commitment hereunder, the Company will pay to the Purchaser, in open market transactions after the completion of the offering of the Sharessame day funds, provided that no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made in connection with subsequent sales of shares of Class A Common Stock or other securities acquired in such open market transactions, or (d) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Class A Common Stock, provided that (i) such plan does not provide for on the transfer Effective Date, a standby fee of shares of Class A Common Stock during the Restricted Period $200,000 and (ii) on the Closing Date, an amount equal to (w) in the event the number of Purchased Shares is less than or equal to 100,719 shares, $0.14 per Purchased Share, (x) in the event the number of Purchased Shares is greater than 100,719 shares but less than or equal to 201,437 shares, $0.29 per Purchased Share, (y) in the event the number of Purchased Shares is greater than 201,437 shares but less than or equal to 503,593 shares, $0.57 per Purchased Share, or (z) in the event the number of Purchased Shares is greater than 503,593, $0.75 per Purchased Share. (d) As soon as possible after the Redemption Date, the Purchaser agrees to pay to the extent a public announcement or filing under Company the Exchange Act, if any, is required of or voluntarily made by or on behalf portion of the Company regarding Profit (as defined below) realized by the establishment Purchaser on the sale of such plan, such announcement or filing shall include a statement Purchased Shares that is allocable to the effect that no transfer of shares of Class A Common Stock may be made under such plan during the Restricted PeriodCompany in accordance with this Section 2(d). The Company consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of any shares of Class A Common Stock held by the Company except in compliance with the foregoing restrictions. If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 6(i) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit B hereto through a major news service at least two business days before the effective date of the release or waiver."

Agreement to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon On the basis of the representations and warranties herein contained, but contained and subject to the terms and conditions hereinafter statedherein set forth, agreeseach Forward Seller (with respect to the Borrowed Shares) and the Company (with respect to any Company Top-Up Shares), severally and not jointly, agrees to sell to the Underwriters, and each Underwriter, severally and not jointly, agrees to purchase from the Forward Sellers (with respect to the Borrowed Shares) and the Company the respective numbers (with respect to any Company Top-Up Shares), at a purchase price of Firm Shares set forth in Schedule I hereto opposite its name at $[ ] a share 55.29 (the “Purchase Price”)) per Share, the number of Shares set forth in Schedule A opposite the name of such Underwriter. On The obligations of the basis Forward Sellers to sell the Borrowed Shares under this Agreement are several and not joint. Each Forward Seller’s obligations extend solely to the respective number of Borrowed Shares set forth opposite the name of such Forward Seller in Schedule A under the heading “Number of Borrowed Shares To Be Sold” at the Purchase Price. If (i) any of the representations and warranties of the Company contained herein or any certificate delivered by the Company pursuant hereto are not true and correct as of the Closing Time as if made as of the Closing Time, (ii) the Company has not performed all of the obligations required to be performed by it under this Agreement or the Forward Sales Agreements on or prior to the Closing Time (iii) any of the conditions set forth in Section 6 hereof have not been satisfied on or prior to the Closing Time, (iv) this Agreement shall have been terminated pursuant to Section 10 hereof on or prior to the Closing Time or the Closing Time shall not have occurred, (v) any of the conditions set forth in Paragraph 7(a) of the Forward Sale Agreements shall not have been satisfied on or prior to the Closing Time or (vi) any of the representations and warranties of the Company contained in this Agreementthe Forward Sale Agreements are not true and correct as of the Closing Time as if made as of the Closing Time (clauses (i) through (vi), and subject to its terms and conditionstogether, the Company agrees “Conditions”), then each Forward Seller, in its sole discretion, may elect not to sell (or in the case of clause (iv), will not) borrow and deliver for sale to the Underwriters the Additional SharesBorrowed Shares otherwise deliverable on such date. In addition, in the event a Forward Seller determines that (A) it or its affiliate is unable through commercially reasonable efforts to borrow and the Underwriters shall have the right to purchase, severally and not jointly, up to [ ] Additional deliver for sale a number of Borrowed Shares at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. The Representatives may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Borrowed Shares that it has agreed to be purchased by the Underwriters sell and the date on which such shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments made deliver in connection with establishing a commercially reasonable hedge position or (B) in its commercially reasonable judgment either it is impracticable to do so or it or its affiliate would incur a stock loan cost of more than a rate equal to 200 basis points per annum to do so, then, in each case, such Forward Seller shall only be required to deliver for sale to the offering of Underwriters at the Firm Shares. On each dayClosing Time, if anyas the case may be, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the aggregate number of Additional Shares (subject shares of Common Stock that such Forward Seller or its affiliates is able to so borrow in connection with establishing its commercially reasonable hedge position at or below such adjustments cost. If a Forward Seller elects pursuant to eliminate fractional shares as the Representatives may determine) that bears preceding paragraph not to borrow and deliver for sale to the same proportion to Underwriters at the Closing Time the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of the Representatives on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus (the “Restricted Period”), (1) 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, any Common Shares beneficially owned by the Company (as such term is used in Rule 13d-3 of the Exchange Act) or any other securities so owned convertible into or exercisable or exchangeable for Common Shares or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise, (3) file any registration statement with the Commission relating to the offering of any shares of Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares or (4) publicly disclose the intention to do any of the foregoing. The restrictions contained in the preceding paragraph shall not apply to (a) the Borrowed Shares to be sold by it hereunder, (b) such Forward Seller will use its commercially reasonable efforts to notify the issuance of shares of Class A Common Stock upon the exercise of an optionCompany no later than 9:00 a.m., warrant or equity award or the conversion of a security outstanding New York City time, on the date hereof that is described Closing Time. Notwithstanding anything to the contrary herein, in no event will the most recent Time of Sale Prospectus, (c) transactions relating Company be required to shares of Class A Common Stock issue or other securities acquired in open market transactions after deliver any Company Top-Up Shares prior to the completion Business Day following notice to the Company of the offering relevant number of the Shares, provided that no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made Securities so deliverable in connection accordance with subsequent sales of shares of Class A Common Stock or other securities acquired in such open market transactions, or (d) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Class A Common Stock, provided that (i) such plan does not provide for the transfer of shares of Class A Common Stock during the Restricted Period and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of the Company regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of shares of Class A Common Stock may be made under such plan during the Restricted Period. The Company consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of any shares of Class A Common Stock held by the Company except in compliance with the foregoing restrictions. If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 6(i) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit B hereto through a major news service at least two business days before the effective date of the release or waiverthis paragraph.

Agreement to Sell and Purchase. The Company REIT hereby agrees to issue and sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but contained and upon the terms and subject to the conditions hereinafter statedherein set forth, agrees, severally and not jointly, to purchase from the Company REIT, the respective numbers number of Firm Shares set forth in Schedule I hereto opposite its name at name. The purchase price per share of the Shares to be paid by the several Underwriters to the REIT shall be $[ ] 24.2125 a share (the “Purchase Price”). On In addition, REIT hereby agrees to issue and sell to the several Underwriters, and the Underwriters, upon the basis of the representations and warranties herein contained in this Agreement, and upon the terms and subject to its terms and conditionsthe conditions herein set forth, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the a one-time right to purchase, severally and not jointly, up to [ ] from the REIT any or all of the Additional Shares at the Purchase Price. If you, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. The Representatives may exercise this right on behalf of the Underwriters Underwriters, elect to exercise such option, you shall so notify the REIT in whole or from time to time in part by giving written notice writing not later than 30 days after the date of this Agreement. Any exercise , which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase Such date must may be at least one business day after the written notice is given and may same as the Closing Date (as defined below), but not be earlier than the closing date for the Firm Shares Closing Date nor later than ten (10) business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that If any Additional Shares are to be purchased (an “Option Closing Date”)purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as the Representatives you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company Each of the REIT and the Operating Partnership hereby agrees that, without the prior written consent of the Representatives on behalf of the Underwriters, it will not, during the period commencing on the date hereof and ending 180 30 days after the date of the Prospectus (the “Restricted Period”)hereof, (1i) 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, lend or otherwise transfer or dispose of, directly or indirectly, any Common Shares beneficially owned by shares of its 6.85% Series P Cumulative Redeemable Preferred Stock (the Company (as such term is used in Rule 13d-3 of the Exchange Act) “Series P Preferred Stock”), or any other securities so owned convertible into or exercisable or exchangeable for Common Shares Series P Preferred Stock or any other securities substantially similar to the Series P Preferred Stock (other than in connection with the acquisition of properties) or (2ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Sharesshares of Series P Preferred Stock, whether any such transaction described in clause (1i) or (2ii) above is to be settled by delivery of Common Shares or such other securitiesSeries P Preferred Stock, in cash or otherwise, (3) file any registration statement with the Commission relating to the offering of any shares of Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares or (4) publicly disclose the intention to do any of the foregoing. The restrictions contained described in the preceding paragraph foregoing sentence shall not apply to (a) the Shares to be sold hereunder, (b) the issuance of shares of Class A Common Stock upon the exercise of an option, warrant or equity award hereunder or the conversion of a security outstanding on the date hereof that is described in the most recent Time of Sale Prospectus, (c) transactions relating to shares of Class A Common Stock or other securities acquired in open market transactions after prevent the completion Company from redeeming or repurchasing any of its securities, including, without limitation, limited partnership units of the offering of the SharesOperating Partnership and AMB Property II, provided that no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made in connection with subsequent sales of shares of Class A Common Stock or other securities acquired in such open market transactions, or (d) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Class A Common Stock, provided that (i) such plan does not provide for the transfer of shares of Class A Common Stock during the Restricted Period and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of the Company regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of shares of Class A Common Stock may be made under such plan during the Restricted Period. The Company consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of any shares of Class A Common Stock held by the Company except in compliance with the foregoing restrictions. If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 6(i) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit B hereto through a major news service at least two business days before the effective date of the release or waiver.L.P.

Agreement to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name at $[ ] a share (the “Purchase Price”). On the basis of the representations representations, warranties and warranties agreements of the Company herein contained in and subject to all the terms and conditions of this Agreement, and subject to its terms and conditions, (i) the Company agrees to sell to the several Underwriters and (ii) each of the Additional SharesUnderwriters, severally and nost jointly, agrees to purchase from the Company, at a purchase price of $_____ per share, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto, plus such additional number of Firm Shares which such Underwriter may become obligated to purchase pursuant to Section 10 hereof. Subject to all the terms and conditions of this Agreement, the Company grants the Option to the several Underwriters shall have the right to purchase, severally and not jointly, up to [ ] Additional the Option Shares at the Purchase Price, provided, however, that same price per share as the amount paid Underwriters shall pay for the Firm Shares. The Option may be exercised only to cover over-allotments in the sale of the Firm Shares by the Underwriters for any Additional Shares shall and may be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. The Representatives may exercise this right on behalf of the Underwriters exercised in whole or in part at any time and from time to time in part by giving written notice not later than 30 days on or before the 30th day after the date of this Agreement. Any exercise Agreement (or on the next business day if the 30th day is not a business day), upon notice shall specify (the "Option Shares Notice") in writing or by telephone (confirmed in writing) by the Representatives to the Company not later than 5:00 p.m., New York City time, at least two and not more than five business days before the date specified for closing in the Option Shares Notice (the "Option Closing Date") setting forth the aggregate number of Additional Option Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one business day after the written notice is given time and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Sharespurchase. On each day, if any, that Additional Shares are to be purchased (an “the Option Closing Date”), each Underwriter agrees, severally the Company will issue and not jointly, sell to purchase the Underwriters the number of Additional Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name Option Shares Notice and each Underwriter will purchase such percentage of the Option Shares as is equal to the percentage of Firm Shares that such Underwriter bears to the total number of Firm Shares. The Company hereby agrees thatis purchasing, without the prior written consent of as adjusted by the Representatives on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus (the “Restricted Period”), (1) 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, any Common Shares beneficially owned by the Company (as such term is used in Rule 13d-3 of the Exchange Act) or any other securities so owned convertible into or exercisable or exchangeable for Common Shares or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise, (3) file any registration statement with the Commission relating to the offering of any shares of Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares or (4) publicly disclose the intention to do any of the foregoing. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance of shares of Class A Common Stock upon the exercise of an option, warrant or equity award or the conversion of a security outstanding on the date hereof that is described in the most recent Time of Sale Prospectus, (c) transactions relating to shares of Class A Common Stock or other securities acquired in open market transactions after the completion of the offering of the Shares, provided that no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made in connection with subsequent sales of shares of Class A Common Stock or other securities acquired in such open market transactions, or (d) the establishment of a trading plan pursuant manner as they deem advisable to Rule 10b5-1 under the Exchange Act for the transfer of shares of Class A Common Stock, provided that (i) such plan does not provide for the transfer of shares of Class A Common Stock during the Restricted Period and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of the Company regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of shares of Class A Common Stock may be made under such plan during the Restricted Period. The Company consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of any shares of Class A Common Stock held by the Company except in compliance with the foregoing restrictions. If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 6(i) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit B hereto through a major news service at least two business days before the effective date of the release or waiveravoid fractional shares.

Agreement to Sell and Purchase. The Company Selling Shareholder, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company Selling Shareholder, on the respective numbers Closing Date, at $[ ] per share (the “Purchase Price”) the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Firm Shares to be sold by the Selling Shareholder as the number of Firm Shares set forth in Schedule I hereto opposite its the name at $[ ] a share (of such Underwriter bears to the “Purchase Price”)total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company Selling Shareholder agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to [ ] Additional Shares at the Purchase Price, Price (provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares). The Representatives You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any The exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each Unless agreed among you, the Selling Shareholder and the Company, the purchase date must be at least one two business day days after the written notice is given given[, or one day if the purchase date is the Closing Date,]1 and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each the day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as the Representatives you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Each of the Company and the Selling Shareholder hereby agrees that, without the prior written consent of the Representatives Xxxxxx Xxxxxxx and Xxxxxxx, Xxxxx & Co. on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus (the “Restricted Period”), (1) 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, any Common Shares beneficially owned by the Company it (as such term is used in Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or any other securities so owned convertible into or exercisable or exchangeable for Common Shares (any such security, a “Related Security”) or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Shares or such 1 TBD. other securities, in cash or otherwise, otherwise or (3) file any registration statement with the Commission relating to the offering of any shares of Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares or (4) publicly disclose the intention to do any of the foregoingRelated Securities. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, ; (b) the issuance of shares of Class A Common Stock Shares upon the exercise of an optionany option or warrant, warrant or equity award settlement of other equity-based awards, or the conversion of a security outstanding on the date hereof that of which the Underwriters have been advised in writing or which is described in the most recent Prospectus; (c) the issuance, sale or transfer of any Common Shares or Related Securities required to consummate the Conversion and the refinancing described in the Time of Sale Prospectus; (d) grants or issuances by the Company of Common Shares, options or other rights to acquire Common Shares or other equity-based awards under a stock-incentive plan or stock purchase plan of the Company as described in the Prospectus; (ce) transactions relating to shares of Class A Common Stock Shares or other securities acquired in open market transactions after the completion of the offering of the Shares, provided that no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made in connection with subsequent sales of shares of Class A Common Stock Shares or other securities acquired in such open market transactions; (f) transfers by the Selling Shareholder of Common Shares or any Related Securities as a bona fide gift; (g) distributions by the Selling Shareholder of Common Shares or any Related Securities to its shareholders or participants or to any entity or individual that directly or indirectly controls, is controlled by or is under common control with the Selling Shareholder; (h) any amendments to, and transfers or distributions pursuant to any arrangements under, the Shareholders’ Agreement with respect to Kinove Luxembourg Coinvestment S.C.A., dated January 13, 2012; provided that in the case of any transfer or distribution pursuant to clause (f), (g) or (dh), (A) each donee or distributee shall enter into a written agreement accepting the restrictions set forth in the preceding paragraph and this paragraph as if it were the Selling Shareholder and (B) no filing under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of shares of Common Shares, shall be required or shall be voluntarily made in respect of the transfer or distribution during the Restricted Period; (i) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Class A Common StockShares, provided that (iA) such plan does not provide for the transfer of shares of Class A Common Stock Shares during the Restricted Period and (iiB) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of the Selling Shareholder or the Company regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of shares of Class A Common Stock Shares may be made under such plan during the Restricted Period; (j) the filing with the Commission of one or more registration statements on Form S-8, which is described in the Time of Sale Prospectus; (k) transfers by the Selling Shareholder of Common Shares or any Related Security in connection with the direct or indirect acquisition of 100% of the Common Shares by a single person or “group” (within the meaning of Section 13(d)(3) of the Exchange Act) or the entry by the Company and the Selling Shareholder into an agreement providing for such a transaction; provided that any Common Shares or Related Securities that may be transferred pursuant to this clause (k) may not be transferred prior to the Closing Date or without prior approval of the board of directors of the Company; or (l) the issuance or transfers of Common Shares or any Related Security in connection with a strategic investment (including partnerships and joint ventures) or the acquisition by the Company or any of its subsidiaries of the securities, business, property or other assets of another person or entity, provided that the aggregate number of Common Shares or Related Securities that may be issued or transferred pursuant to this clause (l) shall not exceed 5% of the total number of Common Shares outstanding, on a fully-diluted basis, on the Closing Date, and provided further, that any transferee of Common Shares or Related Securities pursuant to this clause (l) shall sign and deliver a lock-up letter substantially in the form of Exhibit A hereto for the remainder of the Restricted Period. In addition, the Selling Shareholder, agrees that, without the prior written consent of Xxxxxx Xxxxxxx and Xxxxxxx, Xxxxx & Co. on behalf of the Underwriters, it will not, during the Restricted Period, make any demand for, or exercise any right with respect to, the registration of any Common Shares or Related Securities; provided that the Selling Shareholder may exercise any such right if such exercise shall not result in any public announcement regarding the exercise of such right, the filing of any registration statement in connection therewith prior to the expiration of the Restricted Period or the sale of any Common Shares or Related Securities under the Registration Statement during the Restricted Period. The Company Selling Shareholder consents to the entry of stop transfer instructions given by the Company with the Company’s its transfer agent and registrar against the transfer of any shares of Class A Common Stock Shares held by the Company Selling Shareholder except in compliance with the foregoing restrictions. Notwithstanding the foregoing, if (1) during the last 17 days of the Restricted 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 Restricted Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Restricted 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 occurrence of the material news or material event. The Company shall provide Xxxxxx Xxxxxxx and Xxxxxxx, Xxxxx & Co. and each person subject to the Restricted Period pursuant to the lock-up letters described in Section 6(a)(viii) with prior notice of any such announcement that gives rise to an extension of the initial Restricted Period. If the RepresentativesXxxxxx Xxxxxxx and Xxxxxxx, Xxxxx & Co., in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 6(i6(a)(viii) hereof for an officer or director of the Company and provide provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit B C hereto through a major news service at least two business days before the effective date of the release or waiver.

Agreement to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name at $[ ] 13.30 a share (the “Purchase Price”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to [ ] 3,225,000 Additional Shares at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. The Representatives may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The For the period specified below (the “Restricted Period”), the Company hereby agrees thatwill not, directly or indirectly, take any of the following actions with respect to any shares of its stock or any securities convertible into or exchangeable or exercisable for any of shares of its stock (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase, lend or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of the Representatives Representatives, except (1) the sale of Securities to the Underwriters as contemplated by this Agreement, (2) the issuance of Securities in connection with the Reorganization, (3) issuances of Lock-Up Securities pursuant to the conversion, exchange or redemption of convertible, exchangeable or redeemable securities or the exercise of warrants or options, in each case outstanding on behalf the Closing Date, (4) grants of employee share options or other compensatory awards pursuant to the Underwriters, it terms of a plan in effect on the Closing Date with respect to the Firm Shares or otherwise described in the Time of Sale Prospectus and the Prospectus or issuances of Lock-Up Securities pursuant to the exercise or vesting of such options or other compensatory awards or (5) the filing of a registration statement on Form S-8 relating to issuances of Lock-Up Securities pursuant to the terms of a plan described in the Time of Sale Prospectus and the Prospectus. The Restricted Period will not, during commence on the period ending date hereof and continue for 180 days after the date of the Prospectus (the “Restricted Period”), (1) 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, any Common Shares beneficially owned by the Company (as such term is used in Rule 13d-3 of the Exchange Act) or any other securities so owned convertible into or exercisable or exchangeable for Common Shares or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Shares hereof or such other securities, earlier date that the Representatives consent to in cash or otherwise, (3) file any registration statement with the Commission relating to the offering of any shares of Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares or (4) publicly disclose the intention to do any of the foregoing. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance of shares of Class A Common Stock upon the exercise of an option, warrant or equity award or the conversion of a security outstanding on the date hereof that is described in the most recent Time of Sale Prospectus, (c) transactions relating to shares of Class A Common Stock or other securities acquired in open market transactions after the completion of the offering of the Shares, provided that no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made in connection with subsequent sales of shares of Class A Common Stock or other securities acquired in such open market transactions, or (d) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Class A Common Stock, provided that (i) such plan does not provide for the transfer of shares of Class A Common Stock during the Restricted Period and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of the Company regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of shares of Class A Common Stock may be made under such plan during the Restricted Period. The Company consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of any shares of Class A Common Stock held by the Company except in compliance with the foregoing restrictionswriting. If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 6(i) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit B hereto through a major news service at least two business days before the effective date of the release or waiver.