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

Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending on the 180th day following the date of the Prospectus, the Company will not, without the prior written consent of BAS (which consent may be withheld at the sole discretion of BAS), directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition of), or announce the offering of, or file any registration statement under the Securities Act in respect of, any shares of Common Stock, options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than as contemplated by this Agreement with respect to the Common Shares); provided, however, that the Company may file a registration statement on Form S-8 and may issue shares of its Common Stock or options to purchase its Common Stock, or Common Stock upon exercise of options, pursuant to any stock option, stock bonus, employment agreement or other stock plan or arrangement described in the Prospectus, but only if the holders of such shares, options, or shares issued upon exercise of such options, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such 180 day period without the prior written consent of BAS (which consent may be withheld at the sole discretion of the BAS). In addition, during the period commencing on the date hereof and ending on the 180th day following the date of the Prospectus, the Company shall not consent or agree in any manner, without the prior written consent of BAS (which consent may be withheld at the sole discretion of BAS), to the amendment or waiver of any agreement or provision, including, without limitation, any Registration Rights Agreement, restricting the ability of the Company’s securityholders to, directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file an registration statement under the Securities Act in respect of, any shares of Common Stock, options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than as contemplated by this Agreement with respect to the Common Shares). Notwithstanding the foregoing, if (x) during the last 17 days of the 180-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or (y) prior to the expiration of the 180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Company will provide the Representatives and any co-managers and each individual subject to the restricted period pursuant to the lockup letters described in Section 6(i) with prior notice of any such announcement that gives rise to an extension of the restricted period.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending on the 180th day following the date of the Prospectus, the Company will not, without the prior written consent of BAS the Underwriter (which consent may be withheld at the sole discretion of BASthe Underwriter), directly or indirectly, sell, offeroffer to sell, contract or grant any option to sell, pledge, hypothecate, grant any option to purchase, transfer or otherwise dispose of, grant any rights with respect to, or file a registration statement with the Commission in respect of, or establish an open “or increase a put equivalent position” position or liquidate or decrease a “call equivalent position” position within the meaning of Rule 16a-1(h) under Section 16 of the Exchange Act, or otherwise dispose be the subject of any hedging, short sale, derivative or transfer (or enter into any other transaction which that is designed to, or might reasonably be expected to lead to, or result in in, the effective economic disposition of), or announce the offering of, or file any registration statement under the Securities Act in respect of, any shares of Common Stock, options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock Stock, or publicly announce an intention to do any of the foregoing (other than as contemplated by this Agreement with respect to the Common SharesShares and the Underwriter’s Warrant (as defined)); provided, however, that the Company may file a registration statement on Form S-8 and may issue shares of its Common Stock or options or other awards to purchase its Common Stock, or Common Stock upon the exercise of options, warrants or convertible securities, pursuant to any stock option, stock bonus, employment agreement bonus or other stock incentive plan or other arrangement described in the Prospectus, but only if the holders of such shares, optionsoptions or other awards, or shares issued upon exercise of such options, warrants or convertible securities agree in writing not to sell, offer, dispose of or otherwise transfer any such shares shares, options or options warrants during such 180 day period without the prior written consent of BAS the Underwriter (which consent may be withheld at the sole discretion of the BASUnderwriter). In addition, during Notwithstanding restrictions set forth above in the period commencing on the date hereof and ending on the 180th day following the date of the ProspectusSection 3(m), the Company shall not consent or agree be permitted to file a resale registration statement in any manner, without compliance with existing agreements of the prior written consent Company that require such filing respecting shares of BAS (which consent may be withheld at the sole discretion of BAS), to the amendment or waiver of any agreement or provision, including, without limitation, any Registration Rights Agreement, restricting the ability Common Stock issuable upon conversion of the Company’s securityholders to12% Convertible Promissory Notes, directly or indirectlyupon exercise of warrants issued in connection therewith and other outstanding warrants (including the Underwriter’s Warrant (as defined below)) and rights, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning and upon conversion by existing holders of Rule 16a-1(h) under the Exchange Act, or otherwise dispose other convertible notes who entered into note conversion agreements and addenda thereto. The filing of or transfer, or announce the offering such resale registration statement shall in not act as a waiver of, or file an registration statement in any way affect the Company’s or the Underwriter’s rights under the Securities Act in respect of, any shares of Common Stock, options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than as contemplated by this Agreement with respect to the Common Shares)written lock-up agreements. Notwithstanding the foregoing, if (xa) during the period that begins on the date that is 15 calendar days plus three business days before the last 17 days day of the 180-day restricted period and ends on the last day of the 180-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs, ; or (yb) prior to the expiration of the 180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day restricted period, then the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning date that is 15 calendar days plus three business days after the date on which the issuance of the earnings release or the occurrence of the material news or material eventevent occurs, unless the Underwriter waives such extension. The Company will provide the Representatives and any co-managers Underwriter and each individual subject to the 180-day restricted period pursuant to the lockup letters lock-up agreements described in Section 6(i6(j) with prior notice of any such announcement that gives rise to an extension of the 180-day restricted period.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending on the 180th day of 45 days following the date of the Prospectus, the Company will not, without the prior written consent of BAS (which consent may be withheld at the sole discretion of BAS), directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition of), or announce the offering of, or file any registration statement under the Securities Act in respect of, any shares of Common Stock, options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than as contemplated by this Agreement with respect to the Common Shares); provided, however, that the Company may file a registration statement on Form S-8 and may issue shares of its Common Stock or options to purchase its Common Stock, or Common Stock upon exercise of options, pursuant to any stock option, stock bonus, employment agreement or other stock plan or arrangement described in the Prospectus, but only if the holders of such shares, options, or shares issued upon exercise of such options, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such 180 day period without the prior written consent of BAS Representatives (which consent may be withheld at the sole discretion of the BASRepresentatives). In addition, during the period commencing on the date hereof and ending on the 180th day following the date of the Prospectus, the Company shall not consent or agree in any manner, without the prior written consent of BAS (which consent may be withheld at the sole discretion of BAS), to the amendment or waiver of any agreement or provision, including, without limitation, any Registration Rights Agreement, restricting the ability of the Company’s securityholders to, directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h16a-l(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file an any registration statement under the Securities Act in respect of, any shares of Common StockShares, options or warrants to acquire shares of the Common Stock Shares or securities exchangeable or exercisable for or convertible into shares of Common Stock Shares (other than as contemplated by this Agreement with respect to the Common Shares). Notwithstanding the foregoing; provided, if (x) during the last 17 days of the 180-day restricted period however, that the Company issues an earnings release may (i) grant Common Share awards or material news or a material event relating grant options to purchase Common Shares and issue Common Shares upon the Company occursexercise of options, or (y) prior to the expiration of the 180-day restricted periodin both cases, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Company will provide the Representatives and any co-managers and each individual subject to the restricted period pursuant to the lockup letters Equity Compensation Plans described in Section 6(i) with prior notice the Registration Statement, the General Disclosure Package and the Prospectus, provided, that all of the holders of such Common Share awards, options, or Common Shares issued upon the exercise of such options, agree not to sell, offer, dispose of or otherwise transfer any such announcement that gives rise to an extension options or Common Shares during such 45 day period without the prior written consent of the restricted periodRepresentatives (which consent may be withheld at the sole discretion of the Representatives), (ii) issue Units in connection with the Company’s or a Subsidiary’s acquisition of properties or interests in the owners of properties, (iii) file a resale registration statement under the Securities Act with respect to Common Shares issuable upon exercise of outstanding Units, and (iv) file a registration statement on Form S-8 under the Securities Act with respect to the registration of Common Shares to be issued under the Equity Compensation Plans described in the Registration Statement, the General Disclosure Package and the Prospectus.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending on the 180th day of ---------------------------------------------------- 90 days following the date of the Prospectus, the Company will not, without the prior written consent of BAS the Representative (which consent may not be withheld at the sole discretion of BASunreasonably withheld), directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “"put equivalent position” or liquidate or decrease a “call equivalent position” " within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition of)transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any shares of Common Stock, options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than as contemplated by this Agreement with respect to the Common Shares); provided, however, that the Company may file a registration statement on Form S-8 and may (i) issue shares of its Common Stock or upon the exercise of warrants outstanding on the date hereof and described in the Prospectus, (ii) grant options to purchase its Common Stock, or Stock and issue shares of Common Stock upon the exercise of options, in both cases, pursuant to any stock option, stock bonus, employment agreement or other stock option plan or arrangement described in the Prospectus, but only if the holders of such shares, options, or shares issued upon exercise of such options, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such 180 day period without the prior written consent of BAS (which consent may be withheld at the sole discretion of the BAS). In addition, during the period commencing on the date hereof and ending on the 180th day following the date of the Prospectus, the Company shall not consent or agree in any manner, without the prior written consent of BAS (which consent may be withheld at the sole discretion of BAS), to the amendment or waiver of any agreement or provision, including, without limitation, any Registration Rights Agreement, restricting the ability of the Company’s securityholders to, directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file an registration statement under the Securities Act in respect of, any shares of Common Stock, options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into issue shares of Common Stock (other than as contemplated by this Agreement with respect to the Common Shares). Notwithstanding the foregoing, if (x) during the last 17 days directors in payment of the 180-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or (y) prior to the expiration of the 180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Company will provide the Representatives and any co-managers and each individual subject to the restricted period annual directors' fees pursuant to the lockup letters described Company's Directors' Stock Ownership Plan, (iii) issue shares of Common Stock to directors and officers under compensatory arrangements consistent with the Company's prior practices, (iv) issue shares of Common Stock under the DRIP, (v) issue shares of Common Stock to the Company's officers under the Company's incentive award plan, (vi) issue shares of Common Stock in payment of all or a portion of the purchase price for properties acquired from sellers who are not affiliates of the Company; provided that each recipient of such shares enters into a lock-up agreement with terms substantially equivalent to the lock-up agreements delivered to the Representative pursuant to Section 6(i), (vii) with prior notice issue shares of any such announcement that gives rise to an extension Common Stock issuable upon conversion of the restricted periodCompany's 8% convertible subordinated debentures outstanding on the date hereof, and (viii) issue up to $70 million of the Company's newly issued convertible subordinated debentures due 2009 and/or preferred stock pursuant to the Company's registration statement on Form S-4 (Registration No. 333-72208) and any amendment or supplement thereto and issue shares of Common Stock issuable upon conversion of such newly issued convertible subordinated debentures.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending on the 180th day of 60 days following the date of the Prospectus, the Company will not, without the prior written consent of BAS (which consent may be withheld at the sole discretion of BAS), directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition of), or announce the offering of, or file any registration statement under the Securities Act in respect of, any shares of Common Stock, options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than as contemplated by this Agreement with respect to the Common Shares); provided, however, that the Company may file a registration statement on Form S-8 and may issue shares of its Common Stock or options to purchase its Common Stock, or Common Stock upon exercise of options, pursuant to any stock option, stock bonus, employment agreement or other stock plan or arrangement described in the Prospectus, but only if the holders of such shares, options, or shares issued upon exercise of such options, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such 180 day period without the prior written consent of BAS Representatives (which consent may be withheld at the sole discretion of the BASRepresentatives). In addition, during the period commencing on the date hereof and ending on the 180th day following the date of the Prospectus, the Company shall not consent or agree in any manner, without the prior written consent of BAS (which consent may be withheld at the sole discretion of BAS), to the amendment or waiver of any agreement or provision, including, without limitation, any Registration Rights Agreement, restricting the ability of the Company’s securityholders to, directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h16a-l(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file an any registration statement under the Securities Act in respect of, any shares of Common StockShares, options or warrants to acquire shares of the Common Stock Shares or securities exchangeable or exercisable for or convertible into shares of Common Stock Shares (other than as contemplated by this Agreement with respect to the Common Shares). Notwithstanding the foregoing; provided, if (x) during the last 17 days of the 180-day restricted period however, that the Company issues an earnings release may (i) grant Common Share awards or material news or a material event relating grant options to purchase Common Shares and issue Common Shares upon the Company occursexercise of options, or (y) prior to the expiration of the 180-day restricted periodin both cases, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Company will provide the Representatives and any co-managers and each individual subject to the restricted period pursuant to the lockup letters Company’s equity compensation plans described in Section 6(i) with prior notice the Registration Statement, the General Disclosure Package and the Prospectus, provided, that all of the holders of such Common Share awards, options, or Common Shares issued upon the exercise of such options, agree not to sell, offer, dispose of or otherwise transfer any such announcement that gives rise to an extension options or Common Shares during such 60 day period without the prior written consent of the restricted periodRepresentatives (which consent may be withheld at the sole discretion of the Representatives), (ii) issue Common Shares pursuant to the Company’s Employee Stock Purchase Plan as in effect on the date hereof, (iii) issue Units in connection with the Company’s or a Subsidiary’s acquisition of properties or interests in the owners of properties and issue Common Shares upon redemption of such Units, (iv) file a redemption and/or resale registration statement under the Securities Act with respect to Common Shares issuable upon exercise of outstanding Units, and (v) file a registration statement on Form S-8 under the Securities Act with respect to the registration of Common Shares to be issued under the Equity Compensation Plans described in the Registration Statement, the General Disclosure Package and the Prospectus.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending on the 180th 120th day following the date of the Prospectus, the Company will notnot directly or indirectly offer, pledge, sell, contract to sell, sell any option or contract to purchase or otherwise dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock, or in any manner transfer all or a portion of the economic consequences associated with the ownership of shares of Common Stock, or cause a registration statement covering any shares of Common Stock to be filed, without the prior written consent of BAS (which consent may be withheld at the sole discretion of BAS), directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition of), or announce the offering of, or file any registration statement under the Securities Act in respect of, any shares of Common Stock, options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than as contemplated by this Agreement with respect to the Common Shares)Representatives; provided, however, that the Company may file a registration statement on Form S-8 and may issue shares of its Common Stock or options to purchase its Common Stock, or Common Stock upon exercise of options, pursuant to any stock option, stock bonus, employment agreement bonus or other stock plan or arrangement described in the Prospectus, including the options to be granted to FRIT PINN LLC and Xxxxxxxxx Capital Partners L.P. and affiliated investment funds, or affiliates of such entities, and the Common Stock to be granted to certain directors as described therein, but only if the holders of such shares, options, or shares issued upon exercise of such options, agree in writing with the Representatives, in an agreement in the form to be agreed, not to sell, offer, dispose of or otherwise transfer any such shares or options during such 180 120 day period without the prior written consent of BAS the Representatives (which consent may be withheld at the sole discretion of the BAS). In additionRepresentatives, during the period commencing on the date hereof and ending on the 180th day following the date except for those holders who are former employees of the Prospectus, Company or its subsidiaries); and provided further that the Company shall may issue Common Stock upon exercise of outstanding options or warrants, including the options to be granted to FRIT PINN LLC and Xxxxxxxxx Capital Partners L.P. and affiliated investment funds, or affiliates of such entities; and provided further that the Company may issue shares of Common Stock or options to purchase its Common Stock in mergers or acquisitions provided that the recipient of such shares or options agrees in writing with the Representatives, in an agreement in the form to be agreed, not consent to sell, offer, dispose of or agree in otherwise transfer any manner, such shares or options during such 120 day period without the prior written consent of BAS the Representatives (which consent may be withheld at the sole discretion of BAS), to the amendment or waiver of any agreement or provision, including, without limitation, any Registration Rights Agreement, restricting the ability of the Company’s securityholders to, directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file an registration statement under the Securities Act in respect of, any shares of Common Stock, options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than as contemplated by this Agreement with respect to the Common SharesRepresentatives). Notwithstanding The 120-day restricted period described above is subject to extension such that, in the foregoing, if event that either (x1) during the last 17 days of the 180120-day restricted period period, the Company issues an earnings release or material news or a material event relating to the Company occurs, occurs or (y2) prior to the expiration of the 180120-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 180120-day period, the "lock-up" restrictions imposed in this clause shall described above will 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 will provide the Representatives and any co-managers and each individual subject to the restricted period pursuant to the lockup letters described in Section 6(i) with prior notice of any such announcement that gives rise to an extension of the restricted period.

Agreement Not to Offer or Sell Additional Securities. During Subject to the period commencing on the date hereof specific terms and ending on the 180th day following the date conditions of the ProspectusLock-up Agreement entered into by the Selling Stockholders, the Company each Selling Stockholder will not, without during the Lock-Up Period, make a disposition of Securities (as defined in Exhibit A hereto) now --------- owned or hereafter acquired directly by such person or with respect to which such person has or hereafter acquires the power of disposition, otherwise than (i) as a bona fide gift or gifts, provided the donee or donees thereof agree in writing to be bound by this restriction, (ii) as a distribution to partners or shareholders of such person, provided that the distributees thereof agree in writing to be bound by the terms of this restriction, (iii) with respect to sales or purchases of Common Shares acquired on the open market, (iv) with the prior written consent of BAS (which consent may be withheld at the sole discretion of BAS), directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1(h) under the Exchange ActFleetBoston Xxxxxxxxx Xxxxxxxx Inc., or otherwise dispose (v) provided that Xxxxxxxxx Xxxxxxxx has provided their prior written consent, sales of shares in a private transaction prior to consummation of the transactions contemplated by this Agreement. The foregoing restriction has been expressly agreed to preclude the holder of the Securities from engaging in any hedging or transfer (or enter into any other transaction which is designed to, to or might reasonably be expected to, to lead to or result in a disposition of Securities during the disposition of)Lock-Up Period, even if such Securities would be disposed of by someone other than such holder. Such prohibited hedging or announce the offering ofother transactions would include, or file any registration statement under the Securities Act in respect ofwithout limitation, any shares of Common Stockshort sale (whether or not against the box) or any purchase, options sale or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than as contemplated by this Agreement with respect to the Common Shares); provided, however, that the Company may file a registration statement on Form S-8 and may issue shares of its Common Stock or options to purchase its Common Stock, or Common Stock upon exercise of options, pursuant to any stock option, stock bonus, employment agreement or other stock plan or arrangement described in the Prospectus, but only if the holders of such shares, options, or shares issued upon exercise of such options, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such 180 day period without the prior written consent of BAS (which consent may be withheld at the sole discretion of the BAS). In addition, during the period commencing on the date hereof and ending on the 180th day following the date of the Prospectus, the Company shall not consent or agree in any manner, without the prior written consent of BAS (which consent may be withheld at the sole discretion of BAS), to the amendment or waiver grant of any agreement or provision, right (including, without limitation, any Registration Rights Agreement, restricting the ability of the Company’s securityholders to, directly put or indirectly, sell, offer, contract call option) with respect to any Securities or grant with respect to any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file an registration statement under the Securities Act in respect of, any shares of Common Stock, options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock security (other than as a broad-based market basket or index) that includes, relates to or derives any significant part of its value from Securities. Furthermore, such person has also agreed and consented to the entry of stop transfer instructions with the Company's transfer agent against the transfer of the Securities held by such person except in compliance with this restriction. From and after the earlier of (i) July 31, 2000, in the event the transactions contemplated by this Agreement with respect to the Common Shares). Notwithstanding the foregoinghave not been consummated on or before July 31, if (x) during the last 17 days of the 180-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs2000, or (yii) prior to the expiration of the 180-day restricted period, the Company announces date Xxxxxxxxx Xxxxxxxx advises such Selling Stockholder that it will release earnings results during the 16-day period beginning on the last day no longer participate as a lead Representative, this Section 3(B)(a) shall be of the 180-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release no further force or the occurrence of the material news or material event. The Company will provide the Representatives and any co-managers and each individual subject to the restricted period pursuant to the lockup letters described in Section 6(i) with prior notice of any such announcement that gives rise to an extension of the restricted periodeffect.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending on the 180th 30th day following the date of the Prospectus, the Company will notnot directly or indirectly offer, pledge, sell, contract to sell, sell any option or contract to purchase or otherwise dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock, or in any manner transfer all or a portion of the economic consequences associated with the ownership of shares of Common Stock, or cause a registration statement covering any shares of Common Stock to be filed, without the prior written consent of BAS (which consent may be withheld at the sole discretion of BAS), directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition of), or announce the offering of, or file any registration statement under the Securities Act in respect of, any shares of Common Stock, options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than as contemplated by this Agreement with respect to the Common Shares)Representatives; provided, however, that the Company may file a registration statement on Form S-8 and may issue shares of its Common Stock or options to purchase its Common Stock, or Common Stock upon exercise of options, pursuant to any stock option, stock bonus, employment agreement bonus or other stock plan or arrangement described in the Prospectus, but only if ; and provided further that the holders of such shares, options, or shares issued Company may issue Common Stock upon exercise of outstanding options or warrants; and provided further that the Company may issue shares of Common Stock or options to purchase its Common Stock in mergers or acquisitions provided that the recipient of such options, agree shares or options agrees in writing with the Representatives, in an agreement in the form of Exhibit A hereto, not to sell, offer, dispose of or otherwise transfer any such shares or options during such 180 30-day period without the prior written consent of BAS the Representatives (which consent may be withheld at the sole discretion of the BASRepresentatives). In addition, during the period commencing on the date hereof ; and ending on the 180th day following the date of the Prospectus, provided further that the Company shall not consent or agree in any manner, without the prior written consent of BAS (which consent may be withheld at the sole discretion of BAS), to the amendment or waiver of any agreement or provision, including, without limitation, any Registration Rights Agreement, restricting the ability of the Company’s securityholders to, directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file an registration statement under the Securities Act in respect of, any shares of Common Stock, options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into issue shares of Common Stock or options to purchase its Common Stock as required by the (other than i) Investment Agreement, dated as contemplated of February 14, 2005, by this Agreement with respect and among the Company, Fortress Investment Fund II LLC, Xxxxxx Capital Partners II, L.P., Xxxxxx Capital Partners I, L.P. Whitecrest Partners, L.P., Xxxxxx Capital International, LTD, Riva Capital Partners, L.P., Xxxxxxxxx Capital Partners, L.P., Xxxxxxxxx Capital Partners (Cayman), L.P., Xxxxxxxxx Capital Partners (Executives), L.P., Greenhill Capital, L.P., and Xxxxxxxxx Capital Partners (Employees) II, L.P. and (ii) the Option Agreement, by and among the Company, Fortress Investment Fund II LLC, Xxxxxx Capital Partners II, L.P., Xxxxxx Capital Partners I, L.P., Whitecrest Partners, L.P., Xxxxxx Capital International, LTD, Riva Capital Partners, L.P., Xxxxxxxxx Capital Partners, L.P., Xxxxxxxxx Capital Partners (Cayman), L.P., Xxxxxxxxx Capital Partners (Executives), L.P., Greenhill Capital, L.P., and Xxxxxxxxx Capital Partners (Employees) II, L.P. (the form of which is filed as Exhibit 10.3 to the Common SharesCompany's Current Report on Form 8-K filed on February 17, 2005). Notwithstanding The 30-day restricted period described above is subject to extension such that, in the foregoing, if event that either (x1) during the last 17 days of the 18030-day restricted period period, the Company issues an earnings release or material news or a material event relating to the Company occurs, occurs or (y2) prior to the expiration of the 18030-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 18030-day period, the "lock-up" restrictions imposed in this clause shall described above will 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 will provide the Representatives and any co-managers and each individual subject to the restricted period pursuant to the lockup letters described in Section 6(i) with prior notice of any such announcement that gives rise to an extension of the restricted period.

Agreement Not to Offer or Sell Additional Securities. During the For a period commencing on the date hereof and ending on the 180th day following of 90 days after the date of the ProspectusProspectus (the “Lock-up Period”), the Company will notnot (i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, any shares of Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Shares, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise, without the prior written consent of BAS the Representative. The foregoing restriction shall not apply to (which consent may a) the Offered Shares to be withheld at the sole discretion of BAS), directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1(hsold hereunder; (b) under the Exchange Act, or otherwise dispose of or transfer (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition of), or announce the offering of, or file any registration statement under the Securities Act in respect of, any shares of Common Stock, options Shares or warrants any securities convertible into or exercisable or exchangeable for Common Shares or other securities required to acquire shares be issued pursuant to contractual obligations of the Common Stock or securities exchangeable or exercisable for or convertible into Company in effect as of the date of this Agreement; (c) shares of Common Stock (other than Shares or any securities convertible into or exercisable or exchangeable for Common Shares issued pursuant to employee benefit or purchase plans in effect as contemplated by of the date of this Agreement or pursuant to bona fide employee benefit or purchase plans established during this period; or (d) shares of Common Shares to one or more counterparties in connection with respect the consummation by the Company of a strategic partnership, joint venture, collaboration or acquisition or license of any business products or technology, provided that (i) the aggregate number of shares of Common Shares that may be issued pursuant to this clause (d) shall not exceed five percent (5%) of the number of Common Shares outstanding immediately after the closing of the sale of the Offered Shares to the Common Shares); provided, however, that the Company may file a registration statement on Form S-8 and may issue shares of its Common Stock or options to purchase its Common Stock, or Common Stock upon exercise of options, Underwriters pursuant to any stock option, stock bonus, employment agreement or other stock plan or arrangement described in the Prospectus, but only if the holders this Agreement and (ii) this clause (d) shall not be available unless each recipient of such shares, options, or shares issued upon exercise of such options, agree Common Shares shall have agreed in writing not to sell, offer, dispose of or otherwise transfer any such shares Common Shares (or options engage in any short sales of Common Shares prior to the issuance of such Common Shares) during such 180 day period the remainder, if any, of the Lock-up Period without the prior written consent of BAS the Representative (which consent may be withheld at the sole discretion of the BASRepresentative). In addition, during which agreement shall, in the period commencing case of any such definitive agreement entered into on or after the date hereof and ending on the 180th day following the date of the Prospectushereof, be obtained prior to, or concurrently with, the Company shall not consent or agree in any manner, without the prior written consent entry of BAS (which consent may be withheld at the sole discretion of BAS), to the amendment or waiver of any agreement or provision, including, without limitation, any Registration Rights Agreement, restricting the ability of the Company’s securityholders to, directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file an registration statement under the Securities Act in respect of, any shares of Common Stock, options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than as contemplated by this Agreement with respect to the Common Shares)such definitive agreement. Notwithstanding the foregoing, if (x1) during the last 17 days of the 18090-day restricted period period, the Company issues an earnings release or material news or a material event relating to the Company occurs, ; or (y2) prior to the expiration of the 18090-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 18090-day period, the restrictions imposed in by this clause 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 will provide the Representatives and any co-managers and each individual subject to the restricted period pursuant to the lockup letters described in Section 6(i) with prior notice of any such announcement that gives rise to an extension of the restricted period.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending on the 180th day following the date of the Prospectus, the Company and the Operating Partnership will not, without the prior written consent of BAS (which consent may be withheld at the sole discretion of BAS), directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition of), or announce the offering of, or file any registration statement under the Securities Act in respect of, any shares of Common Stock, options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than as contemplated by this Agreement with respect to the Common Shares); provided, however, that the Company may file a registration statement on Form S-8 and may issue shares of its Common Stock or options to purchase its Common Stock, or Common Stock upon exercise of options, pursuant to any stock option, stock bonus, employment agreement or other stock plan or arrangement described in the Prospectus, but only if the holders of such shares, options, or shares issued upon exercise of such options, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such 180 day period without the prior written consent of BAS Representatives (which consent may be withheld at the sole discretion of the BASRepresentatives). In addition, during the period commencing on the date hereof and ending on the 180th day following the date of the Prospectus, the Company shall not consent or agree in any manner, without the prior written consent of BAS (which consent may be withheld at the sole discretion of BAS), to the amendment or waiver of any agreement or provision, including, without limitation, any Registration Rights Agreement, restricting the ability of the Company’s securityholders to, directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise dispose of or transfer, or announce the offering of, or file an any registration statement under the Securities Act in respect of, any shares Shares of Common StockBeneficial Interest, options or warrants to acquire shares Shares of the Common Stock Beneficial Interest or securities exchangeable or exercisable for or convertible into shares Shares of Common Stock Beneficial Interest (including Partnership Units) (other than as contemplated by this Agreement with respect to the Common Shares); provided, however, that the Company may issue Shares of Beneficial Interest, Partnership Units or options or warrants to purchase its Shares of Beneficial Interest, or Shares of Beneficial Interest upon conversion of Partnership Units or exercise of options or warrants, (i) pursuant to any share option, share bonus or other incentive plan or arrangement described in the Prospectus, (ii) in connection with the Formation Transactions, or (iii) as consideration for the acquisition of assets but only if the holders of such shares, Partnership Units, options, or shares issued upon conversion of Partnership Units or exercise of such options or warrants, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares, Partnership Units or options or warrants during such 180 day period without the prior written consent of the Representatives (which consent may be withheld at the sole discretion of the Representatives). Notwithstanding the foregoing, if (x) during the last 17 days of the 180-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or (y) prior to the expiration of the 180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Company will provide the Representatives and any co-managers and each individual subject to the restricted period pursuant to the lockup letters described in Section 6(i) with prior notice of any such announcement that gives rise to an extension of the restricted period.

Agreement Not to Offer or Sell Additional Securities. During the For a period commencing on the date hereof and ending on the 180th day following of 90 days after the date of Prospectus (the Prospectus“Lock-up Period”), the Company will notnot (i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, without the prior written consent of BAS (which consent may be withheld at the sole discretion of BAS)Representative, directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition of), or announce the offering of, or file any registration statement under the Securities Act in respect of, any shares of Common Stock, options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than as contemplated by this Agreement with respect (A) the Offered Shares to the Common Shares); providedbe sold hereunder, however, that the Company may file a registration statement on Form S-8 and may issue (B) shares of its Common Stock or options to purchase its Common Stock, or Common Stock upon exercise of options, issued pursuant to any stock optionoption plan, stock bonus, employment agreement or other stock plan or arrangement approved by the Board of Directors of the Company and described in the Prospectus, (C) Common Stock upon the exercise of such options described in clause (B), but in the case of Lock-Up Participants only if the holders of such shares, options, or shares issued upon exercise of such options, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such 180 day period the Lock-up Period without the prior written consent of BAS JMP (which consent may be withheld at in its sole discretion) or (D) Common Stock upon the sole discretion conversion of the BAS). In addition, during the period commencing Series A-1 Preferred Stock outstanding on the date hereof and ending or the exercise of any warrants outstanding on the 180th day following date hereof, but in the date case of Lock-Up Participants only if the Prospectus, the Company shall not consent or holders of such shares agree in writing not to sell, offer, dispose of or otherwise transfer any manner, such shares or options during the Lock-up Period without the prior written consent of BAS JMP (which consent may be withheld at the in its sole discretion of BAS), to the amendment or waiver of any agreement or provision, including, without limitation, any Registration Rights Agreement, restricting the ability of the Company’s securityholders to, directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file an registration statement under the Securities Act in respect of, any shares of Common Stock, options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than as contemplated by this Agreement with respect to the Common Sharesdiscretion). Notwithstanding the foregoing, if (x1) during the last 17 days of the 18090-day restricted period period, the Company issues an earnings release or material news or a material event relating to the Company occurs, ; or (y2) prior to the expiration of the 18090-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 18090-day period, the restrictions imposed in by this clause 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 will provide the Representatives and any co-managers and each individual subject to the restricted period pursuant to the lockup letters described in Section 6(i) with prior notice of any such announcement that gives rise to an extension of the restricted period.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending on the 180th day following the date of the Prospectus, the Company will not, without the prior written consent of Piper and BAS (which consent may be withheld at the sole discretion of Piper and BAS), directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition of), or announce the offering of, or file any registration statement under the Securities Act in respect of, any shares of Common Stock, options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than as contemplated by this Agreement with respect to the Common Shares); provided, however, that the Company may file a registration statement on Form S-8 and may issue shares of its Common Stock or options to purchase its Common Stock, or Common Stock upon exercise of options, pursuant to any stock option, stock bonus, employment agreement or other stock plan or arrangement described in the Prospectus, but only if the holders of such shares, options, or shares issued upon exercise of such options, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such 180 day period without the prior written consent of BAS (which consent may be withheld at the sole discretion of the BAS). In addition, during the period commencing on the date hereof and ending on the 180th day following the date of the Prospectus, the Company shall not consent or agree in any manner, without the prior written consent of BAS (which consent may be withheld at the sole discretion of BAS), to the amendment or waiver of any agreement or provision, including, without limitation, any Registration Rights Agreement, restricting the ability of the Company’s securityholders to, directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file an any registration statement under the Securities Act in respect of, any shares of Common Stock, options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock or publicly announce the intention to do any of the foregoing (other than as contemplated by this Agreement with respect to the Common Shares); provided, however, that the Company may (a) issue shares of its Common Stock or options to purchase its Common Stock, or Common Stock upon exercise of options or warrants, pursuant to any warrant, stock option, stock bonus or other stock plan or arrangement described in the Prospectus, but only if (i) the holders of such warrants, shares, options, or shares issued upon exercise of such warrants or options have executed a lock up agreement in the form of Exhibit E hereto or (ii) such warrants, shares, options or shares issued upon exercise of such warrants or options are not exercisable by their terms during the period commencing on the date hereof and ending on the 180th day following the date of the Prospectus, as such period may be extended pursuant to this Section 3A(l), or (b) file a registration statement on Form S-8 with respect to the shares of Common Stock subject to the stock options issued or to be issued pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Prospectus, or (c) issue shares of its Common Stock or options to purchase its Common Stock to the extent the Company is required to do so in connection with the transactions contemplated by each of the Note Contribution and Exchange Agreement, dated as of April 4, 2005 (filed as Exhibit 2.3 to the Registration Statement) and the Agreement and Plan of Merger, dated as of April 4, 2005 (filed as Exhibit 2.1 to the Registration Statement). Notwithstanding the foregoing, if (x) during the last 17 days of the 180-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or (y) prior to the expiration of the 180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Company will provide the Representatives and any co-managers and each individual subject to the restricted period pursuant to the lockup letters described in Section 6(i) with prior notice of any such announcement that gives rise to an extension of the restricted period.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending on the 180th day following the date of the Prospectus, the Company will not, without the prior written consent of BAS the Underwriter (which consent may be withheld at the sole discretion of BASthe Underwriter), directly or indirectly, sell, offeroffer to sell, contract or grant any option to sell, pledge, hypothecate, grant any option to purchase, transfer or otherwise dispose of, grant any rights with respect to, or file a registration statement with the Commission in respect of, or establish an open “or increase a put equivalent position” position or liquidate or decrease a “call equivalent position” position within the meaning of Rule 16a-1(h) under Section 16 of the Exchange Act, or otherwise dispose be the subject of any hedging, short sale, derivative or transfer (or enter into any other transaction which that is designed to, or might reasonably be expected to lead to, or result in in, the effective economic disposition of), or announce the offering of, or file any registration statement under the Securities Act in respect of, any shares of Common Stock, options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock Stock, or publicly announce an intention to do any of the foregoing (other than as contemplated by this Agreement with respect to the Common SharesShares and the Underwriter’s Warrant (as defined)); provided, however, that the Company may file a registration statement on Form S-8 and may issue shares of its Common Stock or options or other awards to purchase its Common Stock, or Common Stock upon the exercise of options, warrants or convertible securities, pursuant to any stock option, stock bonus, employment agreement bonus or other stock incentive plan or other arrangement described in the Prospectus, but only if the holders of such shares, optionsoptions or other awards, or shares issued upon exercise of such options, warrants or convertible securities agree in writing not to sell, offer, dispose of or otherwise transfer any such shares shares, options or options warrants during such 180 day period without the prior written consent of BAS the Underwriter (which consent may be withheld at the sole discretion of the BASUnderwriter). In addition, during Notwithstanding restrictions set forth above in the period commencing on the date hereof and ending on the 180th day following the date of the ProspectusSection 3(m), the Company shall not consent or agree be permitted to file a resale registration statement in any manner, without compliance with existing agreements of the prior written consent Company that require such filing respecting shares of BAS (which consent may be withheld at the sole discretion of BAS), to the amendment or waiver of any agreement or provision, including, without limitation, any Registration Rights Agreement, restricting the ability Common Stock issuable upon conversion of the Company’s securityholders to12% Convertible Promissory Notes, directly or indirectlyupon exercise of warrants issued in connection therewith and other outstanding warrants (including the Underwriter’s Warrant (as defined below)), sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning and upon conversion by existing holders of Rule 16a-1(h) under the Exchange Act, or otherwise dispose other convertible notes who entered into note conversion agreements and addenda thereto. The filing of or transfer, or announce the offering such resale registration statement shall in not act as a waiver of, or file an registration statement in any way affect the Company’s or the Underwriter’s rights under the Securities Act in respect of, any shares of Common Stock, options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than as contemplated by this Agreement with respect to the Common Shares)written lock-up agreements. Notwithstanding the foregoing, if (xa) during the period that begins on the date that is 15 calendar days plus three business days before the last 17 days day of the 180-day restricted period and ends on the last day of the 180-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs, ; or (yb) prior to the expiration of the 180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day restricted period, then the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning date that is 15 calendar days plus three business days after the date on which the issuance of the earnings release or the occurrence of the material news or material eventevent occurs, unless the Underwriter waives such extension. The Company will provide the Representatives and any co-managers Underwriter and each individual subject to the 180-day restricted period pursuant to the lockup letters lock-up agreements described in Section 6(i6(j) with prior notice of any such announcement that gives rise to an extension of the 180-day restricted period.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending on the 180th day of 90 days following the date of the Prospectus, the Company will not, without the prior written consent of BAS FBW (which consent may be withheld at the sole discretion of BASFBW), directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition of), or announce the offering of, or file any registration statement under the Securities Act in respect of, any shares of Common Stock, options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than as contemplated by this Agreement with respect to the Common Shares); provided, however, that the Company may file a registration statement on Form S-8 and may issue shares of its Common Stock or options to purchase its Common Stock, or Common Stock upon exercise of options, pursuant to any stock option, stock bonus, employment agreement or other stock plan or arrangement described in the Prospectus, but only if the holders of such shares, options, or shares issued upon exercise of such options, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such 180 day period without the prior written consent of BAS (which consent may be withheld at the sole discretion of the BAS). In addition, during the period commencing on the date hereof and ending on the 180th day following the date of the Prospectus, the Company shall not consent or agree in any manner, without the prior written consent of BAS (which consent may be withheld at the sole discretion of BAS), to the amendment or waiver of any agreement or provision, including, without limitation, any Registration Rights Agreement, restricting the ability of the Company’s securityholders to, directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file an any registration statement under the Securities Act in respect of, any shares of Common Stock, options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than as contemplated by this Agreement with respect to the Common Shares). Notwithstanding ; provided, however, that the foregoingCompany may (i) issue shares of Common Stock upon the exercise of warrants outstanding on the date hereof and described in the Prospectus, if (xii) during grant options to purchase Common Stock and issue shares of Common Stock upon the last 17 days exercise of options, in both cases, pursuant to any stock option plan or arrangement described in the Prospectus, (iii) issue shares of Common Stock under the DRIP, (iv) issue shares of Common Stock (or securities convertible into Common Stock) in payment of all or a portion of the 180purchase price for properties acquired from sellers who are not affiliates of the Company; provided that each recipient of such shares enters into a lock-day restricted period up agreement with terms substantially equivalent to the Company issues an earnings release or material news or a material event lock-up agreements delivered to the Representative pursuant to Section 5(h), (v) file amendments and/or supplements to the Company’s previously filed registration statement relating to the Company occursCompany’s July 2000 offering of 300,000 units consisting of shares of common stock and warrants for the purpose of updating any prospectus forming a part of such registration statement, or (yvi) prior issue shares of Common Stock under the circumstances and in the manner contemplated under the Agreement to Remodel Office Building in Exchange for Stock, dated November 6, 2000, among the expiration of the 180-day restricted periodArlington Building Partnership, AmeriVest Properties Texas Inc., Woodhaven Management Corporation, Mxxxxxx 2000, LLC and the Company announces that it will release earnings results during the 16-day period beginning on the last day and (vii) issue shares of the 180-day periodCommon Stock upon exercise of its option to purchase units of Keystone AmeriVest LLC, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Company will provide the Representatives and any co-managers and each individual subject to the restricted period pursuant to the lockup letters as described in Section 6(i) with prior notice of any such announcement that gives rise to an extension of the restricted periodProspectus.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending on the 180th 90th day following the date of the Prospectus, the Company will not, without the prior written consent of BAS the Underwriter (which consent may be withheld at the sole discretion of BASthe Underwriter), directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition of), or announce the offering of, or file any registration statement under the Securities Act in respect of, any shares of Common Stock, options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than as contemplated by this Agreement with respect to the Common Shares); provided, however, that the Company may file a registration statement on Form S-8 and may issue shares of its Common Stock or options to purchase its Common Stock, or Common Stock upon exercise of options, pursuant to any stock option, stock bonus, employment agreement or other stock plan or arrangement described in the Prospectus, but only if a sale, offer, disposal of or other transfer by the holders recipient of any such shares, options, or shares issued received upon exercise of such options, agree would not require a filing or public announcement by any party under the Exchange Act in writing not to sell, offer, dispose of connection with such transfer or otherwise transfer any such shares or options during such 180 day period without the prior written consent of BAS (which consent may be withheld at the sole discretion of the BAS)distribution. In addition, during the period commencing on the date hereof and ending on the 180th 90th day following the date of the Prospectus, the Company shall not consent or agree in any manner, without the prior written consent of BAS the Underwriter (which consent may be withheld at the sole discretion of BASthe Underwriter), to the amendment or waiver of any agreement or provision, including, without limitation, any Registration Rights Agreement, restricting the ability of the Company’s securityholders to, directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file an registration statement under the Securities Act in respect of, any shares of Common Stock, options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than as contemplated by this Agreement with respect to the Common Shares). Notwithstanding the foregoing, if (x) during the last 17 days of the 18090-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or (y) prior to the expiration of the 18090-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 18090-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event. The Company will provide the Representatives and any co-managers Underwriter and each individual subject to the restricted period pursuant to the lockup letters described in Section 6(i) with prior notice of any such announcement that gives rise to an extension of the restricted period.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending on the 180th 90th day following the date of the ProspectusFinal Offering Memorandum, none of the Company will notor any of the Guarantors will, without the prior written consent of BAS (which consent may be withheld at the sole discretion of BAS), directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer (or enter into any transaction which that is designed to, or might reasonably be expected to, result in the disposition of), or announce the offering of, or file any registration statement under the Securities Act in respect of, any shares of Common Stock, options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than as contemplated by this Agreement with respect to the Common SharesNotes); provided, however, that (i) the Company may file a registration statement on Form S-8 and may issue shares of its Common Stock or options to purchase its Common Stock, or Common Stock upon exercise of options, pursuant to any stock option, stock bonus, employment agreement bonus or other stock plan or arrangement described in the ProspectusDisclosure Package and the Final Offering Memorandum, but only if the holders of such shares, options, or shares issued upon exercise of such options, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options (except forfeitures of Common Stock or options to purchase Common Stock by the directors and executive officers subject to the lock-up agreement attached as Exhibit F hereto to satisfy tax withholding obligations and, in the case of options exercises, payment of exercise price, in connection with the vesting of equity awards acquired by directors and executive officers pursuant to equity incentive plans existing and as in effect on the date of this Agreement will be permitted, provided that the number of shares sold for consideration on the open market or to any third party by all of the officers and directors of the Company who are subject to the lock-up agreement does not in the aggregate exceed 200,000 shares of Common Stock) during such 180 90-day period without the prior written consent of BAS (which consent may be withheld at the sole discretion of the BAS). In addition, during ) and (ii) the period commencing on the date hereof and ending on the 180th day following the date of the Prospectus, the Company foregoing shall not consent or agree in any manner, without the prior written consent of BAS (which consent may be withheld at the sole discretion of BAS), apply to the amendment or waiver of any agreement or provision, including, without limitation, any Registration Rights Agreement, restricting entry into the ability of the Company’s securityholders to, directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file an registration statement under the Securities Act in respect of, any shares of Common Stock, options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than as transactions contemplated by this Agreement with respect to the Common Shares). Notwithstanding the foregoing, if (x) during the last 17 days of the 180-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or (y) prior to the expiration of the 180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Company will provide the Representatives Convertible Note Hedge and any co-managers and each individual subject to the restricted period pursuant to the lockup letters described in Section 6(i) with prior notice of any such announcement that gives rise to an extension of the restricted periodWarrant Transaction Documentation.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending on the 180th day following the date of the Prospectus, the The Company will not, without the prior written consent of BAS FleetBoston Xxxxxxxxx Xxxxxxxx Inc., for a period of 90 days following the date that the Registration Statement is declared effective (which consent may be withheld at the sole discretion of BAS), directly or indirectly"Lock-Up Period") offer, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer (or enter into any transaction which that is designed to, or might reasonably could be expected to, result in the disposition ofduring such 90-day period, (whether by actual disposition or effective economic disposition due to cash settlement or otherwise by the Company or any affiliate of the Company or any person in privity with the Company or any affiliate of the Company), directly or indirectly, or announce the offering ofoffering, of any other Common Shares or any securities convertible into, or file exchangeable for, Common Shares; provided, -------- however, that the Company may (i) issue and sell the Shares pursuant to this ------- Agreement, (ii) issue and sell Common Shares or other securities pursuant to any registration statement under the Securities Act in respect ofdirector or employee stock option plan, any shares of Common Stock, options stock ownership plan or warrants to acquire shares dividend reinvestment plan of the Company in effect at the date of the Prospectus or pursuant to options, warrants or other agreements entered into after the date of the Prospectus (so long as no Common Stock Shares issued to executive officers, directors or holders of more than 1% of the total number of outstanding Common Shares pursuant to such options, warrants or other agreements may be transferred in violation of the lock-up agreements to which such person(s) are a party), and the Company shall enter stop transfer instructions with its transfer agent and registrar against the transfer of any such Common Shares and (iii) the Company may issue Common Shares or other securities exchangeable convertible into, or exercisable or exchangeable for, Common Shares in an amount up to five percent of the issued and outstanding share capital of the Company as consideration for the acquisition by the Company of an entity or convertible into shares all or some of Common Stock (other than as contemplated by this Agreement with respect to the Common Shares)assets of another entity; provided, however, that (A) any recipient of Common Shares issued pursuant to subsection (ii) who as a result of such issuance becomes a beneficial owner of one percent or more of the outstanding share capital of the Company may file a registration statement on Form S-8 and may issue shares (B) all recipients of its Common Stock or options to purchase its Common Stock, or Common Stock upon exercise of options, Shares issued pursuant to any stock option, stock bonus, employment agreement or other stock plan or arrangement described subsection (iii) execute and deliver to FleetBoston Xxxxxxxxx Xxxxxxxx Inc. a Lock-Up Agreement substantially in the Prospectusform attached hereto as Exhibit A, but only if which term --------- shall be for the holders of such shares, options, or shares issued upon exercise of such options, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such 180 day period without the prior written consent of BAS (which consent may be withheld at the sole discretion remainder of the BAS). In addition, during the period commencing on the date hereof and ending on the 180th day following the date of the Prospectus, the Company shall not consent or agree in any manner, without the prior written consent of BAS (which consent may be withheld at the sole discretion of BAS), to the amendment or waiver of any agreement or provision, including, without limitation, any Registration Rights Agreement, restricting the ability of the Company’s securityholders to, directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file an registration statement under the Securities Act in respect of, any shares of Common Stock, options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than as contemplated by this Agreement with respect to the Common Shares). Notwithstanding the foregoing, if (x) during the last 17 days of the 180Lock-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or (y) prior to the expiration of the 180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Company will provide the Representatives and any co-managers and each individual subject to the restricted period pursuant to the lockup letters described in Section 6(i) with prior notice of any such announcement that gives rise to an extension of the restricted periodUp Period.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending on the 180th 30th day following the date of the Prospectus, the Company will notnot directly or indirectly offer, pledge, sell, contract to sell, sell any option or contract to purchase or otherwise dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock, or in any manner transfer all or a portion of the economic consequences associated with the ownership of shares of Common Stock, or cause a registration statement covering any shares of Common Stock to be filed, without the prior written consent of BAS (which consent may be withheld at the sole discretion of BAS), directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition of), or announce the offering of, or file any registration statement under the Securities Act in respect of, any shares of Common Stock, options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than as contemplated by this Agreement with respect to the Common Shares)Representatives; provided, however, that the Company may file a registration statement on Form S-8 and may issue shares of its Common Stock or options to purchase its Common Stock, or Common Stock upon exercise of options, pursuant to any stock option, stock bonus, employment agreement bonus or other stock plan or arrangement described in the Prospectus, but only if ; and provided further that the holders of such shares, options, or shares issued Company may issue Common Stock upon exercise of outstanding options or warrants; and provided further that the Company may issue shares of Common Stock or options to purchase its Common Stock in mergers or acquisitions provided that the recipient of such options, agree shares or options agrees in writing with the Representatives, in an agreement in the form of Exhibit A hereto, not to sell, offer, dispose of or otherwise transfer any such shares or options during such 180 30-day period without the prior written consent of BAS the Representatives (which consent may be withheld at the sole discretion of the BASRepresentatives). In addition, during the period commencing on the date hereof ; and ending on the 180th day following the date of the Prospectus, provided further that the Company shall not consent or agree in any manner, without the prior written consent of BAS (which consent may be withheld at the sole discretion of BAS), to the amendment or waiver of any agreement or provision, including, without limitation, any Registration Rights Agreement, restricting the ability of the Company’s securityholders to, directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file an registration statement under the Securities Act in respect of, any shares of Common Stock, options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into issue shares of Common Stock or options to purchase its Common Stock as required by the (other than i) Investment Agreement, dated as contemplated of February 14, 2005, by this Agreement with respect and among the Company, Fortress Investment Fund II LLC, Abrams Capital Partners II, L.P., Abrams Capital Partners I, L.P. Whxxxxxxst Partners, L.P., Abrams Caxxxxx International, LTD, Riva Capital Partners, L.P., Greexxxxx Capital Partners, L.P., Greenhill Capital Partners (Cayman), X.X., Greenhill Capital Partnerx (Xxxxxxives), L.P., Greenhill Capital, L.X., xxx Xreenhill Capital Partners (Employees) II, L.P. and (ii) the Option Xxxxxxxxx, by and among the Company, Fortress Investment Fund II LLC, Abrams Capital Partners II, L.P., Abrams Capital Partners I, L.P., Wxxxxxxest Partners, L.P., Abrams Cxxxxxx International, LTD, Riva Capital Partners, L.P., Greexxxxx Capital Partners, L.P., Greenhill Capital Partners (Cayman), X.X., Greenhill Capital Partnerx (Xxxxxxives), L.P., Greenhill Capital, L.X., xxx Xreenhill Capital Partners (Employees) II, L.P. (the form of which ix xxxxx xs Exhibit 10.3 to the Common SharesCompany's Current Report on Form 8-K filed on February 17, 2005). Notwithstanding The 30-day restricted period described above is subject to extension such that, in the foregoing, if event that either (x1) during the last 17 days of the 18030-day restricted period period, the Company issues an earnings release or material news or a material event relating to the Company occurs, occurs or (y2) prior to the expiration of the 18030-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 18030-day period, the "lock-up" restrictions imposed in this clause shall described above will 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 will provide the Representatives and any co-managers and each individual subject to the restricted period pursuant to the lockup letters described in Section 6(i) with prior notice of any such announcement that gives rise to an extension of the restricted period.

Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending on the 180th 60th day following the date of the ProspectusFinal Offering Memorandum, none of the Company will notor any of the Guarantors will, without the prior written consent of BAS the Representative (which consent may be withheld at the sole discretion of BASthe Representative), directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer (or enter into any transaction which that is designed to, or might reasonably be expected to, result in the disposition of), or announce the offering of, or file any registration statement under the Securities Act in respect of, any shares of Common Stock, options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than as contemplated by this Agreement with respect to the Common SharesNotes); provided, however, that the Company may file a registration statement on Form S-8 and may issue shares of its Common Stock or options to purchase its Common Stock, or Common Stock (i) upon conversion of the Company’s 5.75% Convertible Notes due 2013, (ii) upon exercise of warrants that were issued concurrently with the Company’s 5.75% Convertible Notes due 2013 or (iii) upon exercise of options, pursuant to any stock option, stock bonus, employment agreement bonus or other stock plan or arrangement described in the ProspectusDisclosure Package and the Final Offering Memorandum, but only if the holders of such shares, options, or shares issued upon exercise of such options, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options (except forfeitures of Common Stock or options to purchase Common Stock by the directors and executive officers subject to the lock-up agreement attached as Exhibit F hereto to satisfy tax withholding obligations and, in the case of options exercises, payment of exercise price, in connection with the vesting of equity awards acquired by directors and executive officers pursuant to equity incentive plans existing and as in effect on the date of this Agreement will be permitted, provided that the number of shares sold for consideration on the open market or to any third party by all of the executive officers and directors of the Company who are subject to the lock-up agreement does not in the aggregate exceed 200,000 shares of Common Stock) during such 180 60-day period without the prior written consent of BAS the Representative (which consent may be withheld at the sole discretion of the BASRepresentative). In addition, during the period commencing on the date hereof and ending on the 180th day following the date of the Prospectus, the Company shall not consent or agree in any manner, without the prior written consent of BAS (which consent may be withheld at the sole discretion of BAS), to the amendment or waiver of any agreement or provision, including, without limitation, any Registration Rights Agreement, restricting the ability of the Company’s securityholders to, directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file an registration statement under the Securities Act in respect of, any shares of Common Stock, options or warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than as contemplated by this Agreement with respect to the Common Shares). Notwithstanding the foregoing, if (x) during the last 17 days of the 180-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or (y) prior to the expiration of the 180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Company will provide the Representatives and any co-managers and each individual subject to the restricted period pursuant to the lockup letters described in Section 6(i) with prior notice of any such announcement that gives rise to an extension of the restricted period.