Common use of Dividends and Certain Other Restricted Payments Clause in Contracts

Dividends and Certain Other Restricted Payments. Neither the Borrower nor Whitestone REIT shall, nor shall they permit any Material Subsidiary to, declare or make any Restricted Payment; provided that: (a) the Borrower may make Restricted Payments to Whitestone REIT (which shall distribute such amounts to its equity holders) (such Restricted Payments, which for the sake of clarity shall exclude those Restricted Payments otherwise permitted under Section 8.22(c) below, “Ordinary Dividends”) up to an amount not to exceed the greater of (i) 95% of FFO for the most recently ended Rolling Period; and (ii) the amount required for Whitestone REIT to maintain its status as a real estate investment trust under applicable Legal Requirements; provided, however if any Default or Event of Default under Section 9.1(j) or Section 9.1(k) has occurred and is continuing, Ordinary Dividends shall not exceed the amounts described in clause (a)(ii) above; (i) any wholly‑owned Subsidiary may make Restricted Payments, directly or indirectly, to the Borrower or any other wholly-owned Material Subsidiary of the Borrower and (ii) any non‑wholly‑owned Subsidiary may make Restricted Payments directly to its equity owners based on such equity owners’ pro rata ownership of such Subsidiary; (c) the Borrower may declare and make Restricted Payments to Whitestone REIT (which shall distribute such amounts to its equity holders) from capital gains from the sale, transfer, lease or other disposition of its Property (such Restricted Payments, “Special Dividends”), which Special Dividends may be in excess of the thresholds set forth for Ordinary Dividends in clause (a) above, so long as at the time of declaration, no Default or Event of Default exists; (d) any of Whitestone REIT, the Borrower or any Subsidiary may declare and make dividend payments or other distributions payable solely in the common Stock of such entity including (i) “cashless exercises” of options granted under any share option plan adopted by the Borrower, (ii) distributions of rights or equity securities under any rights plan adopted by the Borrower and (iii) distributions (or effect stock splits or reverse stock splits) with respect to its stock payable solely in additional shares of its stock; and (e) so long as no Change of Control results therefrom, Whitestone REIT, the Borrower and each Subsidiary may make Restricted Payments in connection with the implementation of or pursuant to any retirement, health, stock option and other benefit plans, bonus plans, performance based incentive plans, and other similar forms of compensation for the benefit of the directors, officers and employees of Whitestone REIT, the Borrower and the Subsidiaries.

Dividends and Certain Other Restricted Payments. Neither the The Borrower nor Whitestone REIT shallshall not, nor shall they it permit any Material Subsidiary to, (a) declare or pay any dividends on or make any other distributions in respect of any class or series of its capital stock or other equity interests, or (b) directly or indirectly purchase, redeem or otherwise acquire or retire any of its capital stock or other equity interests, including without limitation options or warrants to acquire the same (collectively referred to herein as “Restricted PaymentPayments”); provided that: provided, however, that the foregoing shall not operate to prevent (a) the making of dividends or distributions by any Wholly-owned Subsidiary to the Borrower, (b) the making of dividends or distributions by the Borrower during any fiscal year in amounts necessary to allow each of its shareholders to make payments in respect of its federal income tax liability (and, if applicable, state income tax liability) attributable to its pro rata share of the Borrower’s taxable income (determined in accordance with the Code) (including estimated tax payments determined in good faith by the Borrower which are required to be made by its shareholders with respect thereto) so long as the Borrower shall have elected to be treated as an S Corporation for income tax purposes, (c) so long as no Event of Default has occurred and is continuing or would result therefrom, the Borrower may make a one-time dividend to the shareholders of the Borrower existing on the Closing Date so long as the aggregate amount of the dividends paid pursuant to this clause (c) does not exceed $15,000,000, (d) purchases, redemptions or other acquisitions of shares of (or options to purchase shares of) equity interests in the Borrower or options therefor from present or former directors, officers, other service providers, or employees (or permitted transferees, assigns, estates or heirs of the foregoing) of the Borrower or any of its Subsidiaries upon their death, disability, termination of their employment or retirement, so long as before and after giving effect to any such Restricted Payments for such purpose, (x) no Event of Default shall have occurred and be continuing, and (y) such purchases or payments after the date hereof do not exceed $500,000 in any fiscal year, and (e) the Borrower may make Restricted Payments a one-time distribution to Whitestone REIT (which shall distribute such amounts to the preferred equity holders of the Borrower out of the proceeds of its equity holders) (such Restricted Payments, which for IPO in accordance with the sake shareholders agreement of clarity shall exclude those Restricted Payments otherwise permitted under Section 8.22(c) below, “Ordinary Dividends”) up to the Borrower in an aggregate amount not to exceed the greater of (i) 95% of FFO for the most recently ended Rolling Period; and (ii) the amount required for Whitestone REIT to maintain its status as a real estate investment trust under applicable Legal Requirements; provided, however if any Default or Event of Default under Section 9.1(j) or Section 9.1(k) has occurred and is continuing, Ordinary Dividends shall not exceed the amounts described in clause (a)(ii) above; (i) any wholly‑owned Subsidiary may make Restricted Payments, directly or indirectly, to the Borrower or any other wholly-owned Material Subsidiary of the Borrower and (ii) any non‑wholly‑owned Subsidiary may make Restricted Payments directly to its equity owners based on such equity owners’ pro rata ownership of such Subsidiary; (c) the Borrower may declare and make Restricted Payments to Whitestone REIT (which shall distribute such amounts to its equity holders) from capital gains from the sale, transfer, lease or other disposition of its Property (such Restricted Payments, “Special Dividends”), which Special Dividends may be in excess of the thresholds set forth for Ordinary Dividends in clause (a) above, so long as at the time of declaration, no Default or Event of Default exists; (d) any of Whitestone REIT, the Borrower or any Subsidiary may declare and make dividend payments or other distributions payable solely in the common Stock of such entity including (i) “cashless exercises” of options granted under any share option plan adopted by the Borrower, (ii) distributions of rights or equity securities under any rights plan adopted by the Borrower and (iii) distributions (or effect stock splits or reverse stock splits) with respect to its stock payable solely in additional shares of its stock; and (e) so long as no Change of Control results therefrom, Whitestone REIT, the Borrower and each Subsidiary may make Restricted Payments in connection with the implementation of or pursuant to any retirement, health, stock option and other benefit plans, bonus plans, performance based incentive plans, and other similar forms of compensation for the benefit of the directors, officers and employees of Whitestone REIT, the Borrower and the Subsidiaries$17,500,000.

Dividends and Certain Other Restricted Payments. Neither the Borrower nor Whitestone REIT No Loan Party shall, nor shall they it permit any Material Subsidiary of its Subsidiaries to, (a) declare or pay any dividends on or make any other distributions in respect of any class or series of its Equity Interests (other than dividends or distributions payable solely in its Qualified Equity Interests), (b) directly or indirectly purchase, redeem, or otherwise acquire or retire for value any of its Equity Interests, (c) make any payment of Contingent Acquisition Consideration or (d) make any voluntary prepayment on account of any Subordinated Debt or effect any voluntary redemption thereof with cash on hand and/or the proceeds of a Loan hereunder (collectively referred to herein as “Restricted PaymentPayments”); provided thatprovided, however, that the foregoing shall not operate to prevent: (i) the making of dividends or distributions by any Loan Party or Subsidiary thereof to Borrower or to any Wholly Owned Subsidiary of Borrower (or, in the case of non-Wholly Owned Subsidiaries, to Borrower or any subsidiary that is a direct or indirect parent of such subsidiary and to each other owner of equity interests of such subsidiary on a pro rata basis (or more favorable basis from the perspective of Borrower or such subsidiary) based on their relative ownership interests); (ii) so long as Borrower remains a pass through entity for United States federal and state income tax purposes, Borrower may pay dividends or make distributions to ATC through ATL (no more frequently than quarterly or as required by law to allow for the payment of estimated Taxes), and so long as ATC remains a pass through entity for United States federal and state income tax purposes, ATC may pay dividends or make distributions to its members, including Ultimate Parent, ATH and holders of Class B Units in ATC, in an aggregate amount for all such dividends and distributions under this clause (ii) not to exceed the product of (a) the Borrower may make taxable income of ATC and its Subsidiaries with respect to the applicable tax period (calculated net of any taxable losses of ATC and its Subsidiaries from the current and any prior taxable periods ending after the Closing Date to the extent available to be carried forward to offset such taxable income and not previously taken into account (assuming the direct or indirect members have no income other than through ATC and its Subsidiaries) and taking into account all available deductions or credits of ATC and its Subsidiaries) and (b) the highest maximum marginal federal, state and local income tax rates applicable to a direct or indirect member of ATC; (iii) Restricted Payments made on or prior to Whitestone REIT December 31, 2023 to the members of ATC with respect to distributions of management fees and incentive or performance fees or allocations earned in and for calendar year 2022 to the extent required to be paid pursuant to the terms of the Second Amended and Restated Limited Liability Company Agreement of ATC; (which shall distribute such amounts to its equity holdersiv) (such Restricted Paymentsbeginning after the Amendment Period End Date, which for the sake making of clarity shall exclude those Restricted Payments otherwise permitted under Section 8.22(c) below, “Ordinary Dividends”) up to in an aggregate amount not to exceed in any fiscal year the greater of (ix) 95$12,000,000 and (y) 17.5% of FFO Consolidated EBITDA for the most recently ended Rolling Test Period; and , provided that (iiA) the amount required for Whitestone REIT to maintain its status as a real estate investment trust under applicable Legal Requirements; provided, however if any Default or Event of Default under Section 9.1(j) or Section 9.1(k) has occurred and is continuing, Ordinary Dividends shall not exceed the amounts described in clause (a)(ii) above; (i) any wholly‑owned Subsidiary may make Restricted Payments, directly or indirectly, to the Borrower or any other wholly-owned Material Subsidiary of the Borrower and (ii) any non‑wholly‑owned Subsidiary may make Restricted Payments directly to its equity owners based on such equity owners’ pro rata ownership of such Subsidiary; (c) the Borrower may declare and make Restricted Payments to Whitestone REIT (which shall distribute such amounts to its equity holders) from capital gains from the sale, transfer, lease or other disposition of its Property (such Restricted Payments, “Special Dividends”), which Special Dividends may be in excess of the thresholds set forth for Ordinary Dividends in clause (a) above, so long as at the time of declaration, no Default or Event of Default existsshall have occurred and be continuing or would result therefrom and (B) Ultimate Parent shall be in compliance with the covenants set forth in Section 7.13 on a pro forma basis (as of the fiscal quarter then last ended for which financial statements have been delivered to Administrative Agent) after giving effect to such Restricted Payment; (di) ATC may redeem in whole or in part any of Whitestone REITits capital stock with proceeds received by ATC from substantially concurrent equity contributions or issuances of new shares of its capital stock; provided that any terms and provisions material to the interests of the Lenders, when taken as a whole, contained in such other class of capital stock are at least as advantageous to the Borrower or Lenders as those contained in the capital stock redeemed thereby and (ii) ATC and any Subsidiary may declare and make dividend payments or other distributions pay dividends payable solely in the common Stock capital stock of such entity including Person; (ivi) “cashless exercises” the making of options granted under any share option plan adopted dividends by the BorrowerBorrower or a Holding Company to a Holding Company or Ultimate Parent, as applicable, (iia) distributions to pay operating expenses and other corporate overhead costs and expenses of rights any such Holding Company or Ultimate Parent, in each case, which are reasonable and customary and incurred in the ordinary course of business in an aggregate amount not to exceed $3,000,000 in any fiscal year, (b) to reimburse any costs and expenses paid in cash related to administering and maintaining the provisions of the Tax Receivables Agreement (other than the payment of any tax payments thereunder or related thereto) or (c) for payments made by Ultimate Parent to the Sellers (under and as defined in the Tax Receivables Agreement); (vii) the making of dividends by Borrower or any Holding Company to a Holding Company or Ultimate Parent, as applicable, to pay franchise taxes and other taxes and fees required to maintain such Person’s corporate existence; (viii) the making of dividends by Borrower or any Holding Company to Ultimate Parent to pay fees and expenses (other than to any one or more Affiliates) related to an equity securities under or debt offering of Ultimate Parent that was not consummated in an aggregate amount not to exceed $4,000,000 in any rights plan adopted fiscal year; (ix) the making of dividends by Borrower or any Holding Company to a Holding Company or Ultimate Parent, as applicable, in an aggregate amount to pay customary salary, bonus and other benefits to officers, employees and consultants of any such Holding Company or Ultimate Parent so long as the payment of such salaries, bonuses and other benefits are attributable solely to work performed in connection with the operation of Borrower and its Subsidiaries; (iiix) distributions payment of Contingent Acquisition Consideration (A) in shares or effect stock splits (B) in cash, so long as in the case of sub-clause (B), no Event of Default has occurred and is continuing under Section 8.1(a) or reverse stock splits) with respect to its stock payable solely in additional shares would occur as a result of its stocksuch payment; and (exi) so long as no Change the redemption of Control results therefrom, Whitestone REIT, Equity Interests held by the Borrower and each Subsidiary may make Restricted Payments Equity Investors by Ultimate Parent in connection accordance with the implementation Equity Purchase Documents; provided that each such redemption is paid solely in Qualified Equity Interests of or pursuant to any retirement, health, stock option and other benefit plans, bonus plans, performance based incentive plans, and other similar forms of compensation for the benefit of the directors, officers and employees of Whitestone REIT, the Borrower and the SubsidiariesUltimate Parent.

Dividends and Certain Other Restricted Payments. Neither the Parent nor the Borrower nor Whitestone REIT shall, nor shall they permit any Material Subsidiary to, (a) declare or pay any dividends on or make any other distributions in respect of any class or series of its capital stock or other equity interests (other than dividends or distributions payable solely in its capital stock or other equity interests), (b) directly or indirectly purchase, redeem, or otherwise acquire or retire any of its capital stock or other equity interests or any warrants, options, or similar instruments to acquire the same, or (c) directly or indirectly pay Management Fees (collectively referred to herein as “Restricted PaymentPayments”); provided thatprovided, however, that the foregoing shall not operate to prevent: (a) the Borrower may make Restricted Payments making of dividends or distributions by any Subsidiary to Whitestone REIT the Borrower, (which shall distribute such amounts to its equity holders) (such Restricted Payments, which for the sake of clarity shall exclude those Restricted Payments otherwise permitted under Section 8.22(c) below, “Ordinary Dividends”) up to an amount not to exceed the greater of (i) 95% of FFO for the most recently ended Rolling Period; and (iib) the payment of Management Fees and non-recurring transaction expenses to Great Hill in connection with Permitted Acquisitions whether or not consummated in an aggregate amount required for Whitestone REIT to maintain its status which does not exceed $700,000 plus reasonable actual out-of-pocket costs and expenses, so long as a real estate investment trust under applicable Legal Requirements; provided, however if any Default or no Event of Default under Section 9.1(j) or Section 9.1(k) has shall have occurred and is continuing, Ordinary Dividends be continuing or shall not exceed result from the amounts described in clause (a)(ii) above; (i) any wholly‑owned Subsidiary may make Restricted Payments, directly or indirectly, to the Borrower or any other wholly-owned Material Subsidiary of the Borrower and (ii) any non‑wholly‑owned Subsidiary may make Restricted Payments directly to its equity owners based on such equity owners’ pro rata ownership of such Subsidiary;payment thereof, (c) the Borrower may declare and make Restricted Payments to Whitestone REIT (which shall distribute such amounts to its equity holders) from capital gains from the sale, transfer, lease or other disposition of its Property (such Restricted Payments, “Special Dividends”), which Special Dividends may be in excess of the thresholds set forth for Ordinary Dividends in clause (a) above, so long as at the time of declaration, no Default or Event of Default exists;exists or would result therefrom, the making of dividends or other distributions in an aggregate amount that does not exceed $500,000 during any fiscal year of the Parent to fund the redemption of equity interests in the Parent owned by any officer, employee or director of the Borrower or its Affiliates upon the death, disability, resignation or termination of such officer, employee or director; and (d) any the declaration and payment of Whitestone REIT, income tax distributions (“Income Tax Distributions”) by the Borrower Borrowers or any Subsidiary may declare (collectively referred to as the “Tax Distribution Entities” and make dividend payments or other distributions payable solely each individually as a “Tax Distribution Entity”) in any calendar year in amounts necessary to allow each of its members funds sufficient to pay the common Stock annual tax liabilities of such entity including (i) “cashless exercises” of options granted under any share option plan adopted by the Borrower, (ii) distributions of rights or equity securities under any rights plan adopted by the Borrower and (iii) distributions (or effect stock splits or reverse stock splits) member solely with respect to its stock payable solely in additional shares pro rata share of its stock; and (e) such entity’s non-separately computed income and other separately stated items of income, loss, deduction or credit of such entity, so long as no Change such funds are actually used to pay such tax liabilities for such entity’s fiscal year ending during such calendar year; provided that the aggregate amount of Control results therefromIncome Tax Distributions paid in any one calendar year does not exceed the amounts payable by the applicable Tax Distribution Entity’s members during such calendar year with respect to such Tax Distribution Entity’s taxable income for such Tax Distribution Entity’s fiscal year ending during such calendar year (determined as if each member’s pro rata share of such Tax Distribution Entity’s taxable income was taxed at the maximum marginal federal, Whitestone REITstate, the Borrower local and each Subsidiary may make Restricted Payments in connection with the implementation of or pursuant foreign income tax rate applicable to any retirement, health, stock option and other benefit plans, bonus plans, performance based incentive plans, and other similar forms of compensation for the benefit of the directors, officers and employees of Whitestone REIT, the Borrower and the Subsidiariessuch Tax Distribution Entity’s shareholders or members).

Dividends and Certain Other Restricted Payments. Neither the Borrower Company nor Whitestone REIT REIT, shall, nor shall they permit any Material Subsidiary to, to declare or make any Restricted Payment; provided that: (a) the Borrower may Company and its Subsidiaries shall be permitted to declare and pay distributions, dividends or redemptions from time to time in amounts determined by the Companymay make Restricted Payments to Whitestone REIT (which shall distribute such amounts to its equity holders) (such Restricted Payments, which for the sake of clarity shall exclude those Restricted Payments otherwise permitted under Section 8.22(c10.12(c) below, “Ordinary Dividends”) up to an amount not to exceed the greater of (i) 95% of FFO for the most recently ended Rolling Period; and (ii) the amount required for Whitestone REIT to maintain its status as a real estate investment trust under applicable Legal Requirements; provided, however if (a1) any Specified Event of Default or shall have occurred and be continuing, Whitestone REIT and the Company may only pay dividends, distributions and redemptions as are necessary to maintain Whitestone REIT’s status as a real estate investment trust under applicable Legal Requirementsmake Ordinary Dividends of up to the amount permitted pursuant to clause (ii) above and (b2) any Event of Default under Section 9.1(jclauses (a), (b), (g), (h) or (i) of Section 9.1(k) has 11 shall havehas occurred and is beis continuing, Ordinary Dividends shall Whitestone REIT and the Company may not exceed make any dividends, distributions or redemptions without the amounts described in clause (a)(ii) aboveprior written consent of the Required Holders.; (i) any wholly‑owned Subsidiary may make Restricted Payments, directly or indirectly, to the Borrower Company or any other wholly-owned Material Subsidiary of the Borrower Company and (ii) any non‑wholly‑owned Subsidiary may make Restricted Payments directly to its equity owners based on such equity owners’ pro rata ownership of such Subsidiary; (c) the Borrower Company may declare and make Restricted Payments to Whitestone REIT (which shall distribute such amounts to its equity holders) from capital gains from the sale, transfer, lease or other disposition of its Property (such Restricted Payments, “Special Dividends”), which Special Dividends may be in excess of the thresholds set forth for Ordinary Dividends in clause (a) above, so long as at the time of declaration, no Default or Event of Default exists; (d) any of Whitestone REIT, the Borrower Company or any Subsidiary may declare and make dividend payments or other distributions payable solely in the common Stock of such entity including (i) “cashless exercises” of options granted under any share option plan adopted by the BorrowerCompany, (ii) distributions of rights or equity securities under any rights plan adopted by the Borrower Company and (iii) distributions (or effect stock splits or reverse stock splits) with respect to its stock payable solely in additional shares of its stock; and (e) so long as no Change of Control results therefrom, Whitestone REIT, the Borrower Company and each Subsidiary may make Restricted Payments in connection with the implementation of or pursuant to any retirement, health, stock option and other benefit plans, bonus plans, performance based incentive plans, and other similar forms of compensation for the benefit of the directors, officers and employees of Whitestone REIT, the Borrower Company and the Subsidiaries.

Dividends and Certain Other Restricted Payments. Neither the Parent nor the Borrower nor Whitestone REIT shall, nor shall they it permit any Material Subsidiary to, (a) declare or pay any dividends on or make any other distributions in respect of any class or series of its capital stock or other equity interests (other than dividends or distributions payable solely in its capital stock or other equity interests), (b) directly or indirectly purchase, redeem, or otherwise acquire or retire any of its capital stock or other equity interests or any warrants, options, or similar instruments to acquire the same, or (c) directly or indirectly pay Management Fees (collectively referred to herein as “Restricted PaymentPayments”); provided thatprovided, however, that the foregoing shall not operate to prevent: (ai) the making of dividends or distributions by any Subsidiary to the Borrower; (ii) dividend payments from the Borrower may make Restricted Payments to Whitestone REIT (which shall distribute such amounts to its equity holders) (such Restricted Payments, which for the sake of clarity shall exclude those Restricted Payments otherwise permitted under Section 8.22(c) below, “Ordinary Dividends”) up to Parent in an amount not to exceed 75,000,000 in the greater aggregate during the term of (i) 95% of FFO this Agreement, for the most recently ended Rolling Period; and (ii) the amount required for Whitestone REIT to maintain its status as a real estate investment trust under applicable Legal Requirementspurpose of making common equity repurchases; provided, however if any Default or Event of Default under Section 9.1(j) or Section 9.1(k) has occurred and is continuinghowever, Ordinary Dividends that such dividend payments shall not exceed the amounts described in clause (a)(ii) above; (i) any wholly‑owned Subsidiary may make Restricted Payments, directly or indirectly, be allowed only to the Borrower or any other wholly-owned Material Subsidiary of the Borrower and extent that (iiA) any non‑wholly‑owned Subsidiary may make Restricted Payments directly to its equity owners based on such equity owners’ pro rata ownership of such Subsidiary; (c) the Borrower may declare and make Restricted Payments to Whitestone REIT (which shall distribute such amounts to its equity holders) from capital gains from the sale, transfer, lease or other disposition of its Property (such Restricted Payments, “Special Dividends”), which Special Dividends may be in excess of the thresholds set forth for Ordinary Dividends in clause (a) above, so long as at the time of declaration, no Default or Event of Default existshas occurred and is continuing immediately prior to or would arise as a result of any such dividend payment, (B) the Administrative Agent shall have received evidence satisfactory to the Administrative Agent that the Total Funded Debt/EBITDA Ratio (calculated on a pro forma basis to give effect to such dividend payment) shall be 0.25 to 1.0 less than the then applicable covenant compliance level as set forth in Section 8.23(a) hereof and that the other financial covenants set forth in Section 8.23 (b) hereof will be satisfied as set forth therein after giving effect to such dividend payment and (C) the Administrative Agent shall have received satisfactory evidence that after giving effect to such dividend payment and any Credit Event made in connection therewith, the Borrower shall have Unused Revolving Credit Commitments of at least $10,000,000; (diii) any cash dividends and distributions to the Parent for the purpose of Whitestone REITpermitting the Parent to pay federal and state income taxes, franchise taxes and other taxes, fees and assessments to the extent attributable to the business of the Borrower or any Subsidiary may declare Subsidiary; (iv) dividends and distributions from the Borrower to the Parent (or payments on behalf of the Parent) to permit the Parent to (A) make dividend payments or consisting of salary, benefits and other distributions payable solely compensation to its employees, directors and officers, (B) pay audit fees, legal fees, financing fees, costs of obtaining directors’ and officers’ liability insurance, and costs directly associated with Xxxxxxxx-Xxxxx compliance and (C) pay other public company costs and overhead fees and expenses that are incurred in the common Stock ordinary course of such entity including (i) “cashless exercises” of options granted under any share option plan adopted by the Borrower, (ii) distributions of rights or equity securities under any rights plan adopted by the Borrower and (iii) distributions (or effect stock splits or reverse stock splits) with respect to its stock payable solely in additional shares of its stockbusiness; and (ev) so long as no Change of Control results therefrompayments required to be made under the Management and Administrative Services Agreement and the Tax Sharing Agreement, Whitestone REIT, the Borrower and each Subsidiary may make Restricted Payments in connection with the implementation of or pursuant without giving effect to any retirement, health, stock option and other benefit plans, bonus plans, performance based incentive plans, and other similar forms amendment to either of compensation for such agreements unless consented to in writing by the benefit of the directors, officers and employees of Whitestone REIT, the Borrower and the SubsidiariesAdministrative Agent.

Dividends and Certain Other Restricted Payments. Neither the The Borrower nor Whitestone REIT shall, nor shall they permit not (i) declare or pay any Material Subsidiary to, declare cash dividends on or make any other distributions in respect of any of its Equity Interests or (ii) directly or indirectly purchase, redeem, or otherwise acquire or retire for cash any of its Equity Interests (each, a “Restricted Payment”); provided thatprovided, however, that the foregoing shall not operate to prevent: (a) [reserved]; (b) the making of dividends or distributions by the Borrower: (A) to Holdings in an amount necessary to discharge the tax liabilities attributable to the assets, income or activities of the Borrower may and its Restricted Subsidiaries so long as (x) the Borrower is either no longer taxed as a corporation or is no longer the parent entity of a consolidated (or similar) group, in either case such that the Borrower does not have primary responsibility for reporting and paying such tax liabilities and (y) the ultimate recipient(s) applies the amount of any such dividend or distribution for such purpose; (B) to Holdings the proceeds of which shall be used by Holdings to pay (and to make a payment to any direct or indirect parent of Holdings to enable it to pay) (x) such entities’ operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including, without limitation, administrative, legal, accounting and similar expenses provided by third parties), which are reasonable and customary and incurred in the ordinary course of business, plus (y) any reasonable and customary compensation, expense reimbursements and indemnification claims made by directors or officers of Holdings or any direct or indirect parent thereof attributable to the ownership or operations of Holdings, the Borrower and its Restricted Subsidiaries; (C) to Holdings the proceeds of which shall be used by Holdings to pay (and to make a payment to any direct or indirect parent of Holdings to enable it to pay) franchise taxes and other fees, taxes and expenses required to maintain the corporate existence of Holdings and any direct or indirect parent thereof; (D) to Holdings the proceeds of which shall be used by Holdings or any direct or indirect parent thereof to pay fees and expenses related to any unsuccessful equity or debt offering not prohibited by this Agreement and Public Company Costs; and (E) to Holdings the proceeds of which shall be used by Holdings to finance (or to make a distribution to any direct or indirect parent thereof to finance) any investment permitted to be made by the Borrower and its Restricted Subsidiaries pursuant to Section 8.9; provided that (A) any such distribution to the direct or indirect parent of Holdings shall be made substantially concurrently with the closing or consummation of such investment and (B) Holdings or the applicable direct or indirect parent thereof shall, immediately following the closing or consummation thereof, cause (1) all property acquired (whether assets or Equity Interests) to be contributed to the Borrower or a Restricted Subsidiary upon receipt thereof or (2) the merger, amalgamation or consolidation (to the extent permitted in Section 8.10) of the Person formed or acquired into the Borrower or a Restricted Subsidiary in order to consummate such investment otherwise permitted by Section 8.9, in each case, in accordance with the requirements of Section 4; (A) the Borrower from making cash distributions to Holdings (and/or by Holdings to any direct or indirect parent of Holdings) which are immediately used by Holdings (or such parent of Holdings) to redeem or otherwise acquire Equity Interests of Holdings (or such parent’s Equity Interests) or (B) the issuance by Borrower or any Restricted Subsidiary of an unsecured note in payment of the redemption or acquisition price of such Equity Interests, in each case held by any future, present or former director, officer, employee, member of management or consultant of Holdings (or any direct or indirect parent thereof), or any of its Restricted Subsidiaries (or any of their respective Investment Affiliates) in each case if and so long as (x) no Default or Event of Default has occurred and is continuing or would immediately arise as a result thereof and (y) the aggregate amount of such distributions (whether made in cash or by the issuance of a note) made in any Fiscal Year shall not exceed $4,000,000 (such amount), with the unused amounts in any Fiscal Year being permitted to be carried over for use in succeeding Fiscal Years, plus the aggregate proceeds of sales or issuances of Equity Interests of Holdings (or any direct or indirect parent thereof) and/or the aggregate principal amount of equity contributions made to Holdings (or any direct or indirect parent thereof), in each case the proceeds of which are used substantially contemporaneously with such contribution to redeem such Equity Interests plus the amount of proceeds of any key-man life insurance policies owned by or contributed to the Restricted Group; (d) other than during the Basket Suspension Period, the payment of distributions by the Borrower to Holdings, which are used by Holdings (or to make distributions to any direct or indirect parent thereof to enable it) to pay to its equityholders in the form of dividends on, and/or redemptions of, existing Equity Interests using the proceeds of any sale or issuance of Equity Interests of the Borrower (other than Disqualified Stock) or of capital contributions made to the Borrower (but excluding any such proceeds or contributions received during the Financial Covenant Suspension Period), in each case so long as no Default or Event of Default has occurred and is continuing or would immediately arise as a result thereof, as of the date of the declaration of such payment or redemption; (e) other than during the Basket Suspension Period, the payment by Borrower to Holdings (or any direct or indirect parent thereof) to make payments to its equityholders in the form of dividends on Equity Interests of Holdings (or such parent) in an amount up to 6.0% per annum of the net proceeds received in any issuance by Holdings or any direct or indirect parent of Holdings of its common Equity Interests in any public offering (other than (x) a public offering pursuant to a registration statement on Form S-8 or (y) any public offering the proceeds of which are received during the Financial Covenant Suspension Period, but including any secondary offering) so long as no Default or Event of Default has occurred or would result therefrom as of the date of declaration of such dividend and after giving effect to such Restricted Payment; (f) repurchases of Equity Interests in Holdings (or any direct or indirect parent thereof) deemed to occur upon exercise of stock options, warrants or similar rights if such Equity Interests represent a portion of the exercise price of such options, warrants or similar rights; (g) payments made or expected to be made by the Borrower or any of its Restricted Subsidiaries (or to Holdings or its direct or indirect parent to enable it to make payments) in respect of withholding or similar taxes payable by any future, present or former directors, officers, employees, members of management and consultants of the Borrower (or any direct or indirect parent thereof) or any of its Restricted Subsidiaries (or any of their respective Investment Affiliates) and any repurchases of Equity Interests in consideration of such payments including deemed repurchases in connection with the exercise of stock options, warrants or similar rights; (h) cash payments made by the Borrower to Holdings (and/or by Holdings to any direct or indirect parent thereof to enable it to make payments) in lieu of fractional Equity Interests in connection with the exercise of warrants, options or similar rights or other securities, convertible or exchangeable for Equity Interests of the Borrower (and/or any direct or indirect parent thereof); (i) other than during the Basket Suspension Period, other Restricted Payments made by Holdings, the Borrower or its Restricted Subsidiaries in addition to Whitestone REIT (which shall distribute such amounts to its equity holders) (such Restricted Payments, which for the sake of clarity shall exclude those Restricted Payments otherwise permitted under by this Section 8.22(c) below, “Ordinary Dividends”) up to 8.12 in an amount not to exceed the greater Cumulative Credit on the date of (i) 95% of FFO for such election that the most recently ended Rolling Period; and (ii) the amount required for Whitestone REIT Borrower elects to maintain its status as a real estate investment trust under applicable Legal Requirementsapply to this Section 8.12(i); provided, however if any Default or that after giving effect to such Restricted Payment, no Event of Default under Section 9.1(j) or Section 9.1(k) has shall have occurred and is continuing, Ordinary Dividends shall not exceed the amounts described in clause (a)(ii) abovebe continuing or result therefrom; (ij) any wholly‑owned Subsidiary may make to the extent constituting Restricted Payments, directly or indirectlytransactions expressly permitted by Section 8.9 (other than Section 8.9(v)), to the Borrower or any Section 8.10 (other wholly-owned Material Subsidiary of than Section 8.10(n)) and Section 8.15 (other than Section 8.15(n)); (k) the Borrower and (ii) any non‑wholly‑owned Subsidiary its Restricted Subsidiaries may make Restricted Payments directly necessary to its equity owners based on such equity owners’ pro rata ownership of such Subsidiaryconsummate the Transactions; (cl) other than during the Borrower may declare and make Restricted Payments to Whitestone REIT (which shall distribute such amounts to its equity holders) from capital gains from the saleBasket Suspension Period, transfer, lease or other disposition of its Property (such Restricted Payments, “Special Dividends”), which Special Dividends may be in excess of the thresholds set forth for Ordinary Dividends in clause (a) above, so long as at the time of declaration, if no Default or Event of Default exists; (d) any has occurred and is continuing or would result therefrom at the times of Whitestone REITthe declaration and payment of such Restricted Payment, Restricted Payments by Holdings, the Borrower or its Restricted Subsidiaries in addition to those otherwise permitted by this Section 8.12 in an amount not to exceed $25,000,000 minus any Subsidiary may declare and amounts allocated to make dividend payments or other distributions payable solely in the common Stock of such entity including (i) “cashless exercises” of options granted under any share option plan adopted by the Borrower, (ii) distributions of rights or equity securities under any rights plan adopted by the Borrower and (iii) distributions (or effect stock splits or reverse stock splits) with respect investments pursuant to its stock payable solely in additional shares of its stock; andSection 8.9(n)(iii). (em) so long as no Change of Control results therefrom, Whitestone REITother than during the Basket Suspension Period, the Borrower and each Subsidiary its Restricted Subsidiaries may make additional Restricted Payments in connection with so long as the implementation of or pursuant to any retirementTotal Leverage Ratio, health, stock option and other benefit plans, bonus plans, performance based incentive plans, and other similar forms of compensation determined on a Pro Forma Basis for the benefit period of the directorsfour consecutive fiscal quarters most recently ended for which financial statements are available, officers and employees of Whitestone REIT, the Borrower and the Subsidiarieswould not exceed 2.50:1.00.

Dividends and Certain Other Restricted Payments. Neither the Borrower nor Whitestone REIT No Loan Party shall, nor shall they it permit any Material Subsidiary of its Subsidiaries to, (a) declare or pay any dividends on or make any other distributions in respect of any class or series of its capital stock or other equity interests (other than dividends or distributions payable solely in its capital stock or other equity interests), (b) directly or indirectly purchase, redeem, or otherwise acquire or retire for value any of its capital stock or other equity interests or any warrants, options, or similar instruments to acquire the same, (c) make any payment of Contingent Acquisition Consideration or (d) make any voluntary prepayment on account of any Subordinated Debt or effect any voluntary redemption thereof with cash on hand and/or the proceeds of a Loan hereunder (collectively referred to herein as “Restricted PaymentPayments”); provided thatprovided, however, that the foregoing shall not operate to prevent: (i) the making of dividends or distributions by any Loan Party or Subsidiary thereof to Borrower or to any Wholly Owned Subsidiary of Borrower (or, in the case of non-Wholly Owned Subsidiaries, to Borrower or any subsidiary that is a direct or indirect parent of such subsidiary and to each other owner of equity interests of such subsidiary on a pro rata basis (or more favorable basis from the perspective of Borrower or such subsidiary) based on their relative ownership interests); (ii) so long as Borrower remains a pass through entity for United States federal and state income tax purposes, Borrower may pay dividends or make distributions to ATC through ATL (no more frequently than quarterly or as required by law to allow for the payment of estimated Taxes), and so long as ATC remains a pass through entity for United States federal and state income tax purposes, ATC may pay dividends or make distributions to its members, including Ultimate Parent, ATH and holders of Class B Units in ATC, in an aggregate amount for all such dividends and distributions under this clause (ii) not to exceed the product of (a) the Borrower may make taxable income of ATC and its Subsidiaries with respect to the applicable tax period (calculated net of any taxable losses of ATC and its Subsidiaries from the current and any prior taxable periods ending after the Closing Date to the extent available to be carried forward to offset such taxable income and not previously taken into account (assuming the direct or indirect members have no income other than through ATC and its Subsidiaries) and taking into account all available deductions or credits of ATC and its Subsidiaries) and (b) the highest maximum marginal federal, state and local income tax rates applicable to a direct or indirect member of ATC; (iii) Restricted Payments made on or prior to Whitestone REIT March 31, 2023 to the members of ATC with respect to distributions of management fees and incentive or performance fees or allocations earned in and for calendar year 2022 to the extent required to be paid pursuant to the terms of the Second Amended and Restated Limited Liability Company Agreement of ATC; (which shall distribute such amounts to its equity holdersiv) (such Restricted Payments, which beginning after the date of the delivery of the Compliance Certificate for the sake fiscal quarter ending December 31, 2023, the making of clarity shall exclude those Restricted Payments otherwise permitted under Section 8.22(c) below, “Ordinary Dividends”) up to in an aggregate amount not to exceed in any fiscal year the greater of (ix) 95$12,000,000 and (y) 17.5% of FFO Consolidated EBITDA for the most recently ended Rolling Test Period; and , provided that (iiA) the amount required for Whitestone REIT to maintain its status as a real estate investment trust under applicable Legal Requirements; provided, however if any Default or Event of Default under Section 9.1(j) or Section 9.1(k) has occurred and is continuing, Ordinary Dividends shall not exceed the amounts described in clause (a)(ii) above; (i) any wholly‑owned Subsidiary may make Restricted Payments, directly or indirectly, to the Borrower or any other wholly-owned Material Subsidiary of the Borrower and (ii) any non‑wholly‑owned Subsidiary may make Restricted Payments directly to its equity owners based on such equity owners’ pro rata ownership of such Subsidiary; (c) the Borrower may declare and make Restricted Payments to Whitestone REIT (which shall distribute such amounts to its equity holders) from capital gains from the sale, transfer, lease or other disposition of its Property (such Restricted Payments, “Special Dividends”), which Special Dividends may be in excess of the thresholds set forth for Ordinary Dividends in clause (a) above, so long as at the time of declaration, no Default or Event of Default existsshall have occurred and be continuing or would result therefrom and (B) Ultimate Parent shall be in compliance with the covenants set forth in Section 7.13 on a pro forma basis (as of the fiscal quarter then last ended for which financial statements have been delivered to Administrative Agent) after giving effect to such Restricted Payment; (di) ATC may redeem in whole or in part any of Whitestone REITits capital stock with proceeds received by ATC from substantially concurrent equity contributions or issuances of new shares of its capital stock; provided that any terms and provisions material to the interests of the Lenders, when taken as a whole, contained in such other class of capital stock are at least as advantageous to the Borrower or Lenders as those contained in the capital stock redeemed thereby and (ii) ATC and any Subsidiary may declare and make dividend payments or other distributions pay dividends payable solely in the common Stock capital stock of such entity including Person; (ivi) “cashless exercises” the making of options granted under any share option plan adopted dividends by the BorrowerBorrower or a Holding Company to a Holding Company or Ultimate Parent, as applicable, (iia) distributions to pay operating expenses and other corporate overhead costs and expenses of rights any such Holding Company or Ultimate Parent, in each case, which are reasonable and customary and incurred in the ordinary course of business in an aggregate amount not to exceed $3,000,000 in any fiscal year, (b) to reimburse any costs and expenses paid in cash related to administering and maintaining the provisions of the Tax Receivables Agreement (other than the payment of any tax payments thereunder or related thereto) or (c) for payments made by Ultimate Parent to the Sellers (under and as defined in the Tax Receivables Agreement); (vii) the making of dividends by Borrower or any Holding Company to a Holding Company or Ultimate Parent, as applicable, to pay franchise taxes and other taxes and fees required to maintain such Person’s corporate existence; (viii) the making of dividends by Borrower or any Holding Company to Ultimate Parent to pay fees and expenses (other than to any one or more Affiliates) related to an equity securities under or debt offering of Ultimate Parent that was not consummated in an aggregate amount not to exceed $4,000,000 in any rights plan adopted fiscal year; (ix) the making of dividends by Borrower or any Holding Company to a Holding Company or Ultimate Parent, as applicable, in an aggregate amount to pay customary salary, bonus and other benefits to officers, employees and consultants of any such Holding Company or Ultimate Parent so long as the payment of such salaries, bonuses and other benefits are attributable solely to work performed in connection with the operation of Borrower and (iii) distributions (or effect stock splits or reverse stock splits) with respect to its stock payable solely in additional shares of its stockSubsidiaries; and (ex) payment of Contingent Acquisition Consideration (A) in shares or (B) in cash, so long as in the case of sub-clause (B), no Change Event of Control results therefrom, Whitestone REIT, the Borrower Default has occurred and each Subsidiary may make Restricted Payments in connection with the implementation is continuing under Section 8.1(a) or would occur as a result of or pursuant to any retirement, health, stock option and other benefit plans, bonus plans, performance based incentive plans, and other similar forms of compensation for the benefit of the directors, officers and employees of Whitestone REIT, the Borrower and the Subsidiariessuch payment.

Dividends and Certain Other Restricted Payments. Neither the The Borrower nor Whitestone REIT shallshall not, nor shall they it permit any Material Subsidiary to, (a) declare or pay any dividends on or make any Restricted Paymentother distributions in respect of any class or series of its capital stock or other equity interests or (b) directly or indirectly purchase, redeem, or otherwise acquire or retire any of its capital stock or other equity interests or any warrants, options, or similar instruments to acquire the same; provided that: provided, however, that the foregoing shall not operate to prevent (aI) the Borrower may make Restricted Payments to Whitestone REIT (which shall distribute such amounts to its equity holders) (such Restricted Payments, which for the sake making of clarity shall exclude those Restricted Payments otherwise permitted under Section 8.22(c) below, “Ordinary Dividends”) up to an amount not to exceed the greater of dividends or distributions (i) 95% by any Subsidiary of FFO for the most recently ended Rolling Period; Borrower or its Subsidiaries to its parent corporation and (ii) the amount required for Whitestone REIT to maintain its status as a real estate investment trust under applicable Legal Requirements; provided, however if any Default or Event of Default under Section 9.1(j) or Section 9.1(k) has occurred and is continuing, Ordinary Dividends shall not exceed the amounts described in clause (a)(ii) above; (i) any wholly‑owned Subsidiary may make Restricted Payments, directly or indirectly, to the Borrower or any other wholly-owned Material Subsidiary of the Borrower and (ii) any non‑wholly‑owned Subsidiary may make Restricted Payments directly to its equity owners based on such equity owners’ pro rata ownership of such Subsidiary; (c) the Borrower may declare and make Restricted Payments to Whitestone REIT (which shall distribute such amounts to its equity holders) from capital gains from the sale, transfer, lease or other disposition of its Property (such Restricted Payments, “Special Dividends”), which Special Dividends may be in excess of the thresholds set forth for Ordinary Dividends in clause (a) above, so long as at the time of declaration, no Default or Event of Default exists; (d) any of Whitestone REITexists prior to or would result after giving effect to such action, by the Borrower in any calendar quarter in an amount not greater than an amount equal to the product of (A) $0.03 times (B) the number of common equity securities of the Borrower outstanding on the date hereof plus the number of new common equity securities issued by the Borrower after the date hereof other than (w) equity securities issued as a dividend, (x) equity securities issued in connection with a stock split, and (y) equity securities issued to a seller in connection with an Acquisition, (II) the direct or any Subsidiary may declare and make dividend payments indirect purchase, redemption, or other distributions payable solely in acquisition or retirement of, or the common Stock rescission of such entity including (i) “cashless exercises” any transactions involving the acquisition of, any capital stock or other equity interests of options granted under any share option plan adopted by the Borrower, (ii) distributions or any warrants, options, or similar instruments to acquire the same, or the payment of rights or equity securities under any rights plan adopted by cash settlement in lieu of any of the Borrower and (iii) distributions (or effect stock splits or reverse stock splits) with respect to its stock payable solely in additional shares of its stock; and (e) so long as no Change of Control results therefromforegoing, Whitestone REIT, the Borrower and each Subsidiary may make Restricted Payments in connection with the implementation fact that certain participants in the CTS Corporation Retirement Savings Plan (the “Retirement Savings Plan”) have purchased shares of or pursuant to any retirementBorrower common stock under the Retirement Savings Plan, health, stock option and other benefit plans, bonus plans, performance based incentive planswhich purchases were not registered on Form S-8 under the Securities Act of 1933, and other similar forms of compensation for (III) any distribution or redemption under the benefit of the directors, officers and employees of Whitestone REIT, the Borrower and the SubsidiariesBorrower’s Shareholder Rights Plan.

Dividends and Certain Other Restricted Payments. Neither STA Holdings, any Canadian Borrower nor the Borrower nor Whitestone REIT shall, nor shall they it permit any Material Subsidiary to, (a) declare or make pay any Restricted PaymentDistribution or (b) directly or indirectly purchase, redeem, or otherwise acquire or retire any of its capital stock or warrants to purchase any of its capital stock; provided provided, however, that: (i) any Subsidiary of the Borrower may declare and pay cash Distributions to the Borrower and any Subsidiary of Parkview may declare and pay cash Distributions to Parkview; (ii) (I) the Borrower may pay Dividends to STA Holdings and STA Holdings may in turn pay such amounts either to the Parent as Dividends and/or as interest on intercompany notes or to the holders of its Class B capital stock and (II) Parkview may pay Dividends to the Parent, in each case to permit (A) the Parent to pay interest on the Convertible Notes in cash on each Convertible Note Interest Payment Date, (B) STA Holdings and/or the Parent to pay Dividends to the holders of its capital stock, and/or (C) the Parent to redeem all or any portion of the Convertible Notes, in an aggregate amount for all such Dividends that does not exceed the Available Cash for the most recently ended fiscal month for which financial statements have been delivered minus Distributions pursuant to this clause (ii) and clause (iii) below since the end of such fiscal month, in each case so long as after giving effect to such Distribution the sum of the Unused Revolving Credit Commitments and the Unused Canadian Revolving Credit Commitments shall be at least the U.S. Dollar Equivalent of $6,000,000; (iii) STA Holdings or any Subsidiary may redeem and/or repurchase its capital stock owned by officers or employees of the Borrower pursuant to the terms of the applicable employee stock plan; provided that all such redemptions and repurchases shall not exceed $6,000,000 in the aggregate for all such transactions during any fiscal year of the Parent; provided further that after giving effect to any such repurchase or redemption (i) the sum of the Unused Revolving Credit Commitments and the Unused Canadian Revolving Credit Commitments shall be at least the U.S. Dollar Equivalent of $6,000,000 and (ii) the Borrower delivers to the Administrative Agent evidence satisfactory to the Administrative Agent that it would be in compliance with Sections 8.25 and 8.26 hereof on a pro forma basis (assuming such repurchase or redemption was paid in cash hereunder as a Revolving Loan on the first day of the most recently ended period of twelve months) by more than 0.10 to 1.00; (iv) STA Holdings may restructure and/or refinance its Class B, Series Two Shares of common stock (or options to purchase or securities convertible into such shares) pursuant to the following: (a) a conversion whereby the Class B, Series Two Shares would be converted or would be convertible into common shares of the Parent; a redemption of the Class B, Series Two shares for which such common shares were issued in consideration; an exchange of the Class B, Series Two shares for such common shares; a transaction similar to the foregoing whereby options to purchase Class B, Series Two Shares would become options to purchase such common shares; or another transaction having a substantially similar effect to the transactions described immediately above; or (b) a redemption of the Class B, Series Two Shares with the net proceeds of an equity offering of the Parent; provided that and no Default or Event of Default shall have occurred and be continuing or would result after giving effect to such transaction, (A) the Borrower may make Restricted Payments Distributions to Whitestone REIT STA Holdings and STA Holdings may in turn make Distributions to STA ULC and/or the Parent and (which shall distribute such amounts B) Parkview may make Distributions to its equity holdersthe Parent, in each case to permit the Parent and STA ULC to pay ordinary business expenses, in an aggregate amount for all Distributions under this clause (v) (such Restricted Payments, which for the sake of clarity shall exclude those Restricted Payments otherwise permitted under Section 8.22(c) below, “Ordinary Dividends”) up to an amount not to exceed the greater U.S. Dollar Equivalent of CAN$500,000 or, in the case the Parent obtains a dual listing in the United States of its publically traded common stock, CAN$1,500,000 (ior, in each case such other increased amount as may be consented to by the Administrative Agent in its discretion) 95% of FFO for the most recently ended Rolling Period; in any year, provided further that immediately prior to and after giving effect to any such (a) Distribution, or redemption and/or repurchase under clause (ii) the amount required for Whitestone REIT to maintain its status as a real estate investment trust under applicable Legal Requirements; providedabove, however if any Default or no Event of Default under Section 9.1(jSections 9.1(a), (b), (i), (j) or Section 9.1(k(k) has shall have occurred and is continuing, Ordinary Dividends shall not exceed the amounts described in be continuing or (b) Dividend and repurchase under clause (a)(iiiii) above; (i) any wholly‑owned Subsidiary may make Restricted Payments, directly or indirectly, to the Borrower or any other wholly-owned Material Subsidiary of the Borrower and (ii) any non‑wholly‑owned Subsidiary may make Restricted Payments directly to its equity owners based on such equity owners’ pro rata ownership of such Subsidiary; (c) the Borrower may declare and make Restricted Payments to Whitestone REIT (which shall distribute such amounts to its equity holders) from capital gains from the sale, transfer, lease or other disposition of its Property (such Restricted Payments, “Special Dividends”), which Special Dividends may be in excess of the thresholds set forth for Ordinary Dividends in clause (a) above, so long as at the time of declaration, no Default or Event of Default exists; (d) any of Whitestone REIT, the Borrower or any Subsidiary may declare shall have occurred and make dividend payments or other distributions payable solely in the common Stock of such entity including (i) “cashless exercises” of options granted under any share option plan adopted by the Borrower, (ii) distributions of rights or equity securities under any rights plan adopted by the Borrower and (iii) distributions (or effect stock splits or reverse stock splits) with respect to its stock payable solely in additional shares of its stock; and (e) so long as no Change of Control results therefrom, Whitestone REIT, the Borrower and each Subsidiary may make Restricted Payments in connection with the implementation of or pursuant to any retirement, health, stock option and other benefit plans, bonus plans, performance based incentive plans, and other similar forms of compensation for the benefit of the directors, officers and employees of Whitestone REIT, the Borrower and the Subsidiariesbe continuing.

Dividends and Certain Other Restricted Payments. Neither the The Borrower nor Whitestone REIT shallshall not, nor shall they it permit any of its Material Subsidiary Subsidiaries to, declare or make any Restricted PaymentPayments; provided thatprovided, however, that the foregoing shall not operate to prevent the making of the following dividends, payments or distributions so long as no Event of Default exists or would result therefrom: (ai) Patronage Dividends; (ii) redemption by the Borrower may make Restricted Payments to Whitestone REIT (which shall distribute such amounts to of its equity holders) (such Restricted PaymentsClass A Shares, which Class B Shares and Class E Shares permitted by the Borrower’s Organizational Documents or Bylaws so long as Excess Availability for the sake 30 day period ending on and including the date of clarity shall exclude those Restricted Payments otherwise permitted under Section 8.22(c) belowsuch redemption and for the 30 day period immediately following the date of such redemption, “Ordinary Dividends”) up to an amount calculated on a pro forma basis, is not to exceed less than the greater of (iA) 95$40,000,000 and (B) 14.5454% of FFO the Maximum Revolver Amount; (iii) dividends or other distributions made by a Subsidiary of the Borrower to the Borrower or to a Subsidiary Guarantor, or to any other Subsidiary which is an equity holder in that Subsidiary; and (iv) payment of cash dividends on the Class E Shares of Borrower so long as Excess Availability for the most recently ended Rolling Period; 30 day period ending on and including the date of such dividend and for the 30 day period immediately following the date of such dividend, calculated on a pro forma basis, is not less than the greater of (A) $40,000,000 and (iiB) 14.5454% of the amount required for Whitestone REIT Maximum Revolver Amount; provided, however, that upon the occurrence and during the continuation of an Event of Default, Borrower may make Patronage Dividends only to the extent (x) necessary to maintain its status as a real estate investment trust cooperative under applicable Legal Requirements; providedSubchapter T of the Internal Revenue Code or (y) as required by the Bylaws as in effect on the Closing Date, however if but in no event shall the cash portion of any Default or such Patronage Dividends made in any Fiscal Year after the occurrence and during the continuance of an Event of Default under Section 9.1(j) or Section 9.1(k) has occurred and is continuing, Ordinary Dividends shall not exceed the amounts described in clause (a)(ii) above; (i) any wholly‑owned Subsidiary may make Restricted Payments, directly or indirectly, to the Borrower or any other wholly-owned Material Subsidiary 20% of the Borrower and (ii) any non‑wholly‑owned Subsidiary may make Restricted Payments directly to its equity owners based on total Patronage Dividends made in such equity owners’ pro rata ownership of such Subsidiary; (c) the Borrower may declare and make Restricted Payments to Whitestone REIT (which shall distribute such amounts to its equity holders) from capital gains from the sale, transfer, lease or other disposition of its Property (such Restricted Payments, “Special Dividends”), which Special Dividends may be in excess of the thresholds set forth for Ordinary Dividends in clause (a) above, so long as at the time of declaration, no Default or Event of Default exists; (d) any of Whitestone REIT, the Borrower or any Subsidiary may declare and make dividend payments or other distributions payable solely in the common Stock of such entity including (i) “cashless exercises” of options granted under any share option plan adopted by the Borrower, (ii) distributions of rights or equity securities under any rights plan adopted by the Borrower and (iii) distributions (or effect stock splits or reverse stock splits) with respect to its stock payable solely in additional shares of its stock; and (e) so long as no Change of Control results therefrom, Whitestone REIT, the Borrower and each Subsidiary may make Restricted Payments in connection with the implementation of or pursuant to any retirement, health, stock option and other benefit plans, bonus plans, performance based incentive plans, and other similar forms of compensation for the benefit of the directors, officers and employees of Whitestone REIT, the Borrower and the SubsidiariesFiscal Year.

Dividends and Certain Other Restricted Payments. Neither the Borrower nor Whitestone REIT No Loan Party shall, nor shall they it permit any Material Subsidiary of its Subsidiaries to, (a) declare or pay any dividends on or make any Restricted Payment; provided that: other distributions in respect of any class or series of its capital stock or other equity interests (aother than dividends or distributions payable solely in its capital stock or other equity interests), (b) directly or indirectly purchase, redeem, or otherwise acquire or retire any of its capital stock or other equity interests or any warrants, options, or similar instruments to acquire the Borrower may same, or (c) make Restricted Payments any voluntary prepayment on account of any Subordinated Debt or effect any voluntary redemption thereof with cash on hand and/or the proceeds of a Loan hereunder (collectively referred to Whitestone REIT (which shall distribute such amounts to its equity holders) (such herein as “Restricted Payments, which for the sake of clarity shall exclude those Restricted Payments otherwise permitted under Section 8.22(c) below, “Ordinary Dividends”) up to an amount not to exceed the greater of (i) 95% of FFO for the most recently ended Rolling Period; and (ii) the amount required for Whitestone REIT to maintain its status as a real estate investment trust under applicable Legal Requirements); provided, however if any Default or Event of Default under Section 9.1(j) or Section 9.1(k) has occurred and is continuinghowever, Ordinary Dividends that the foregoing shall not exceed the amounts described in clause (a)(ii) above;operate to prevent: (i) the making of dividends or distributions by any wholly‑owned Wholly-Owned Subsidiary may make Restricted Payments, directly or indirectly, to the Borrower or any other wholly-owned Material Subsidiary of the Borrower and its Subsidiaries; (ii) any non‑wholly‑owned Subsidiary may make the making of Restricted Payments directly by any Subsidiary that is not a Wholly‑Owned Subsidiary so long as (A) no Default exists or would result from making such Restricted Payment and (B) such Restricted Payment is made to its the equity owners based holders of such Subsidiary on such equity owners’ a pro rata ownership basis based upon the percentage of equity in such Subsidiary held by such Subsidiary’s equity holders; (ciii) the Borrower may declare and make making of Restricted Payments by any Loan Party or Subsidiary (other than Restricted Payments made by a Wholly-Owned Subsidiary to Whitestone REIT a Loan Party), provided that if the Total Leverage Ratio (which shall distribute such amounts as determined by the financial statements delivered to its equity holdersthe Administrative Agent pursuant to Section 8.5(a) from capital gains from the sale, transfer, lease or other disposition of its Property (b) hereof immediately prior to such Restricted PaymentsPayment) is equal to or greater than 2.00 to 1.0 after giving pro forma effect to such Restricted Payment and any Indebtedness incurred in connection therewith, “Special Dividends”), which Special Dividends may then such Restricted Payments shall only be in excess of the thresholds set forth for Ordinary Dividends in clause (a) above, permitted so long as at the time of declaration, (A) no Default exists or Event of Default exists; would result from making such Restricted Payment, and (dB) any of Whitestone REIT, the Borrower or any Subsidiary may declare and make dividend payments or other distributions payable solely in the common Stock aggregate amount of such entity including (i) “cashless exercises” Restricted Payments for the four consecutive fiscal quarters ending immediately prior to the making of options granted under any share option plan adopted such Restricted Payment do not exceed 50% of the amount by which Adjusted EBITDA for the Borrower, (ii) distributions of rights or equity securities under any rights plan adopted by the Borrower and (iii) distributions (or effect stock splits or reverse stock splits) with respect to its stock payable solely in additional shares of its stocksame four consecutive fiscal quarter period exceeds $50,000,000; and (eiv) the making of Restricted Payments by any Loan Party or Subsidiary (other than Restricted Payments made by a Wholly-Owned Subsidiary to a Loan Party), provided that if the Total Leverage Ratio (as determined by the financial statements delivered to the Administrative Agent pursuant to Section 8.5(a) or (b) hereof immediately prior to such Restricted Payment) is less than 2.00 to 1.0 after giving pro forma effect to such Restricted Payment and any Indebtedness incurred in connection therewith, then such Restricted Payments shall only be permitted so long as no Change of Control results therefrom, Whitestone REIT, the Borrower and each Subsidiary may make Default exists or would result from making such Restricted Payment. Except with respect to Restricted Payments on account of any Subordinated Debt set forth in connection with the implementation of or pursuant to clause (c) above and without limiting any retirement, health, stock option and other benefit plans, bonus plans, performance based incentive plans, and other similar forms of compensation for the benefit of the directors, officers and employees of Whitestone REIT, the Borrower provision contained herein and the Subsidiariesother Loan Documents (including Section 8.22 hereof), payments made on account of any Indebtedness that can be converted into equity (including payments to redeem such Indebtedness prior its maturity date) shall not be deemed a Restricted Payment for purposes of this Section 8.12 until such Indebtedness is converted into equity.

Dividends and Certain Other Restricted Payments. Neither the Borrower nor Whitestone REIT shallshall not, nor shall they it permit any Material Subsidiary to, (a) declare or pay any dividends on or make any Restricted Payment; provided that: other distributions in respect of any class or series of its capital stock or other equity interests (aother than dividends or distributions payable solely in its capital stock or other equity interests), or (b) directly or indirectly purchase, redeem, or otherwise acquire or retire any of its capital stock or other equity interests or any warrants, options, or similar instruments to acquire the Borrower may make Restricted Payments same (collectively referred to Whitestone REIT (which shall distribute such amounts to its equity holders) (such herein as “Restricted Payments, which for the sake of clarity shall exclude those Restricted Payments otherwise permitted under Section 8.22(c) below, “Ordinary Dividends”) up to an amount not to exceed the greater of (i) 95% of FFO for the most recently ended Rolling Period; and (ii) the amount required for Whitestone REIT to maintain its status as a real estate investment trust under applicable Legal Requirements); provided, however if any that in each case (except Section 7.6(a)) so long as no Default or Event of Default under Section 9.1(j) or Section 9.1(k) has shall have occurred and is continuing, Ordinary Dividends shall not exceed be continuing (both before or as a result of the amounts described in clause (a)(ii) above;making of such Restricted Payment): (ia) any wholly‑owned each Subsidiary may make Restricted Payments, directly or indirectly, to the Borrower or any other wholly-owned Material Subsidiary of the Borrower and (ii) any non‑wholly‑owned Subsidiary may make Restricted Payments directly to its equity owners based on such equity owners’ pro rata ownership of such SubsidiaryBorrower; (cb) the Borrower may declare and make Restricted Payments to Whitestone REIT (which shall distribute such amounts to its equity holders) from capital gains from the sale, transfer, lease or other disposition of its Property (such Restricted Payments, “Special Dividends”), which Special Dividends may be in excess of the thresholds set forth for Ordinary Dividends in clause (a) above, so long as at the time of declaration, no Default or Event of Default exists; (d) any of Whitestone REIT, the Borrower or any each Subsidiary may declare and make dividend payments or other distributions payable solely in the common Stock stock or other common equity interests of such entity including Person; (ic) “cashless exercises” Borrower may repurchase shares tendered by employees to satisfy tax withholding obligations on awards of options granted under equity compensation, so long as such repurchases are completed in the ordinary course of business and do not exceed $2,000,000, in the aggregate, in any share option plan adopted by the fiscal year of Borrower, (ii) distributions of rights or equity securities under any rights plan adopted by the Borrower and (iii) distributions (or effect stock splits or reverse stock splits) with respect to its stock payable solely in additional shares of its stock; and (ed) so long as no Change of Control results therefrom, Whitestone REIT, the Borrower and each Subsidiary may shall be permitted to make other Restricted Payments in connection the form of cash dividends, distributions, purchases, redemptions or other acquisitions of or with respect to shares of its common stock or other common equity interests in an aggregate amount in any fiscal year of Borrower not to exceed $3,000,000 if, at least ten (10) Business Days prior to each such Restricted Payment, Borrower has delivered a certificate to Bank demonstrating compliance with the implementation of or pursuant to any retirement, health, stock option and other benefit plans, bonus plans, performance based incentive plans, and other similar forms of compensation for the benefit of the directors, officers and employees of Whitestone REIT, the Borrower and the Subsidiariesrequirements set forth herein.

Dividends and Certain Other Restricted Payments. Neither the Borrower nor Whitestone REIT No Loan Party shall, nor shall they it permit any Material Subsidiary of its Subsidiaries to, (a) declare or pay any dividends on or make any other distributions in respect of any class or series of its capital stock or other equity interests (other than dividends or distributions payable solely in its capital stock or other equity interests) or (b) directly or indirectly purchase, redeem, or otherwise acquire or retire any of its capital stock or other equity interests or any warrants, options, or similar instruments to acquire the same (collectively referred to herein as “Restricted PaymentPayments”); provided thatprovided, however, that the foregoing shall not operate to prevent or prohibit: (ai) the Borrower may make Restricted Payments making of dividends or distributions by any Subsidiary to Whitestone REIT (which shall distribute such amounts to its equity holders) (such Restricted Payments, which for the sake of clarity shall exclude those Restricted Payments otherwise permitted under Section 8.22(c) below, “Ordinary Dividends”) up to an amount not to exceed the greater of (i) 95% of FFO for the most recently ended Rolling Period; and any Borrower; (ii) the amount required for Whitestone REIT to maintain its status as a real estate investment trust under applicable Legal Requirements; provided, however if any Default or Event making of Default under Section 9.1(j) or Section 9.1(k) has occurred and is continuing, Ordinary Dividends shall not exceed the amounts described in clause (a)(ii) above; (i) any wholly‑owned Subsidiary may make Restricted Payments, directly or indirectly, distributions to the Parent to permit the Parent to pay (x) franchise taxes and other similar licensing expenses incurred in the ordinary course of business, and (y) in the event the Borrower files a consolidated income tax return with the Parent, or any other wholly-owned Material Subsidiary the Parent is otherwise required to take into account the income of the Borrower in determining the Parent’s income tax liability, federal and (ii) any non‑wholly‑owned Subsidiary may make Restricted Payments directly to its equity owners based on such equity owners’ pro rata ownership state income taxes then due and owing, provided that the amount of such Subsidiary; (c) distribution in respect of income taxes shall not be greater than the amount of income taxes that the Borrower may declare would have been required to pay if it did not file a consolidated return with the Parent or was otherwise required to pay taxes on a stand-alone basis and make Restricted Payments the amounts so paid to Whitestone REIT (which shall distribute such amounts to its equity holders) from capital gains from the sale, transfer, lease or other disposition of its Property (such Restricted Payments, “Special Dividends”), which Special Dividends may be in excess of the thresholds set forth for Ordinary Dividends in clause (a) above, so long as at the time of declaration, no Default or Event of Default exists; (d) any of Whitestone REIT, the Borrower or any Subsidiary may declare and make dividend payments or other distributions payable solely in the common Stock of such entity including (i) “cashless exercises” of options granted under any share option plan adopted Parent are used by the Borrower, (ii) distributions of rights or equity securities under any rights plan adopted by the Borrower and (iii) distributions (or effect stock splits or reverse stock splits) with respect Parent to its stock payable solely in additional shares of its stockpay such tax liabilities; and (eiii) the Borrower from making dividends and distributions during any fiscal year in amounts necessary to allow each of its shareholders to make payments in respect of its federal income tax liability (and, if applicable, state income tax liability) attributable to its pro rata share of the Borrower’s taxable income (determined in accordance with the Code) (including estimated tax payments determined in good faith by the Borrower which are required to be made by its shareholders with respect thereto) so long as no Change of Control results therefrom, Whitestone REIT, the Borrower and each Subsidiary may make Restricted Payments in connection with the implementation of or pursuant shall have elected to any retirement, health, stock option and other benefit plans, bonus plans, performance based incentive plans, and other similar forms of compensation be treated as an S Corporation for the benefit of the directors, officers and employees of Whitestone REIT, the Borrower and the Subsidiariesincome tax purposes.

Dividends and Certain Other Restricted Payments. Neither the The Borrower nor Whitestone REIT shall, nor shall they permit not (a) declare or pay any Material Subsidiary to, declare cash dividends on or make any other distributions in respect of any of its Equity Interests or (b) directly or indirectly purchase, redeem, or otherwise acquire or retire for cash any of its Equity Interests (each, a “Restricted Payment”); provided thatprovided, however, that the foregoing shall not operate to prevent: (ai) Reserved; (ii) the making of dividends or distributions by the Borrower: (A) to Holdings in an amount necessary to discharge the tax liabilities attributable to the assets, income or activities of the Borrower and its Subsidiaries so long as (x) the Borrower may is either no longer taxed as a corporation or is no longer the parent entity of a consolidated (or similar) group, in either case such that the Borrower does not have primary responsibility for reporting and paying such tax liabilities and (y) the ultimate recipient(s) applies the amount of any such dividend or distribution for such purpose; (B) to Holdings the proceeds of which shall be used by Holdings to pay (and to make a payment to any direct or indirect parent of Holdings to enable it to pay) (x) such entities’ operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including, without limitation, administrative, legal, accounting and similar expenses provided by third parties), which are reasonable and customary and incurred in the ordinary course of business, plus (y) any reasonable and customary compensation, expense reimbursements and indemnification claims made by directors or officers of Holdings or any direct or indirect parent thereof attributable to the ownership or operations of Holdings, the Borrower and its Subsidiaries; (C) to Holdings the proceeds of which shall be used by Holdings to pay (and to make a payment to any direct or indirect parent of Holdings to enable it to pay) franchise taxes and other fees, taxes and expenses required to maintain the corporate existence of Holdings and any direct or indirect parent thereof; (D) to Holdings the proceeds of which shall be used by Holdings or any direct or indirect parent thereof to pay fees and expenses related to any unsuccessful equity or debt offering not prohibited by this Agreement and Public Company Costs; and (E) to Holdings the proceeds of which shall be used by Holdings to finance (or to make a distribution to any direct or indirect parent thereof to finance) any investment permitted to be made by the Borrower and its Subsidiaries pursuant to Section 8.9; provided that (A) any such distribution to the direct or indirect parent of Holdings shall be made substantially concurrently with the closing or consummation of such investment and (B) Holdings or the applicable direct or indirect parent thereof shall, immediately following the closing or consummation thereof, cause (1) all property acquired (whether assets or Equity Interests) to be contributed to the Borrower or a Subsidiary upon receipt thereof or (2) the merger, amalgamation or consolidation (to the extent permitted in Section 8.10) of the Person formed or acquired into the Borrower or a Subsidiary in order to consummate such investment otherwise permitted by Section 8.9, in each case, in accordance with the requirements of Section 4; (A) the Borrower from making cash distributions to Holdings (and/or by Holdings to any direct or indirect parent of Holdings) which are immediately used by Holdings (or such parent of Holdings) to redeem or otherwise acquire Equity Interests of Holdings (or such parent’s Equity Interests) or (B) the issuance by Borrower or any Subsidiary of an unsecured note in payment of the redemption or acquisition price of such Equity Interests, in each case held by any future, present or former director, officer, employee, member of management or consultant of Holdings (or any direct or indirect parent thereof), or any of its Subsidiaries (or any of their respective Investment Affiliates) in each case if and so long as (x) no Default or Event of Default has occurred and is continuing or would immediately arise as a result thereof and (y) the aggregate amount of such distributions (whether made in cash or by the issuance of a note) made in any Fiscal Year shall not exceed $4,000,000 (such amount, the “Permitted Distribution Amount”), with the unused amounts in any Fiscal Year being permitted to be carried over for use in succeeding Fiscal Years, plus the aggregate proceeds of sales or issuances of Equity Interests of Holdings (or any direct or indirect parent thereof) and/or the aggregate principal amount of equity contributions made to Holdings (or any direct or indirect parent thereof), in each case the proceeds of which are used substantially contemporaneously with such contribution to redeem such Equity Interests plus the amount of any key-man life insurance policies; (iv) the payment of distributions by the Borrower to Holdings, which are used by Holdings (or to make distributions to any direct or indirect parent thereof to enable it) to pay to its equityholders in the form of dividends on, and/or redemptions of, existing Equity Interests using the proceeds of any sale or issuance of Equity Interests of the Borrower (other than Disqualified Stock) or of capital contributions made to the Borrower, in each case so long as no Default or Event of Default has occurred and is continuing or would immediately arise as a result thereof, as of the date of the declaration of such payment or redemption; provided that the proceeds of the Cure Right shall not be used to make payments otherwise permitted pursuant to this clause (iv); (v) after a Qualified IPO, the payment by Borrower to Holdings (or any direct or indirect parent thereof) to make payments to its equityholders in the form of dividends on Equity Interests of Holdings (or such parent) in an amount up to 6.0% per annum of the net proceeds received in such Qualified IPO so long as no Default or Event of Default has occurred or would result therefrom as of the date of declaration of such dividend; (vi) repurchases of Equity Interests in Holdings (or any direct or indirect parent thereof), the Borrower or any Subsidiary deemed to occur upon exercise of stock options, warrants or similar rights if such Equity Interests represent a portion of the exercise price of such options, warrants or similar rights; (vii) payments made or expected to be made by the Borrower or any of its Subsidiaries (or to Holdings or its direct or indirect parent to enable it to make payments) in respect of withholding or similar taxes payable by any future, present or former directors, officers, employees, members of management and consultants of the Borrower (or any direct or indirect parent thereof) or any of its Subsidiaries (or any of their respective Investment Affiliates) and any repurchases of Equity Interests in consideration of such payments including deemed repurchases in connection with the exercise of stock options, warrants or similar rights; (viii) cash payments made by the Borrower to Holdings (and/or by Holdings to any direct or indirect parent thereof to enable it to make payments) in lieu of fractional Equity Interests in connection with the exercise of warrants, options or similar rights or other securities, convertible or exchangeable for Equity Interests of the Borrower (and/or any direct or indirect parent thereof); (ix) other Restricted Payments made by Holdings, the Borrower or its Subsidiaries in addition to Whitestone REIT (which shall distribute such amounts to its equity holders) (such Restricted Payments, which for the sake of clarity shall exclude those Restricted Payments otherwise permitted under by this Section 8.22(c) below, “Ordinary Dividends”) up to 8.12 in an amount not to exceed the greater Cumulative Credit on the date of such election that the Borrower elects to apply to this Section 8.12(ix); provided, that (i) 95% after giving effect to such Restricted Payment, no Event of FFO for the most recently ended Rolling Period; Default shall have occurred and be continuing or result therefrom and (ii) on the amount required for Whitestone REIT date of declaration of such Restricted Payment and after giving effect to maintain its status as a real estate investment trust under applicable Legal Requirements; providedsuch Restricted Payment, however if any Default or Event of Default under Section 9.1(j) or Section 9.1(k) has occurred and is continuing, Ordinary Dividends shall the Total Leverage Ratio does not exceed the amounts described in clause (a)(ii) above3.00:1.00, calculated on a Pro Forma Basis; (ix) any wholly‑owned Subsidiary may make to the extent constituting Restricted Payments, directly or indirectlytransactions expressly permitted by Section 8.9 (other than Section 8.9(v)), to the Borrower or any Section 8.10 (other wholly-owned Material Subsidiary of than Section 8.10(n)) and Section 8.15 (other than Section 8.15(n)); (xi) the Borrower and (ii) any non‑wholly‑owned Subsidiary its Subsidiaries may make Restricted Payments directly necessary to its equity owners based on such equity owners’ pro rata ownership of such Subsidiary;consummate the Transactions (including the Special Distribution); and (cxii) the Borrower may declare and make Restricted Payments to Whitestone REIT (which shall distribute such amounts to its equity holders) from capital gains from the sale, transfer, lease or other disposition of its Property (such Restricted Payments, “Special Dividends”), which Special Dividends may be in excess of the thresholds set forth for Ordinary Dividends in clause (a) above, so long as at the time of declaration, (A) no Default or Event of Default exists; has occurred and is continuing or would result therefrom (din each case, determined as of the date of declaration of such Restricted Payment) any or (B) no Event of Whitestone REITDefault under Section 9.1(a), (j) or (k) has occurred and is continuing or would result therefrom at the time of making such Restricted Payment, Restricted Payments by Holdings, the Borrower or its Subsidiaries in addition to those otherwise permitted by this Section 8.12 in an amount not to exceed $20,000,000 minus any Subsidiary may declare and amounts allocated to make dividend payments or other distributions payable solely in the common Stock of such entity including (i) “cashless exercises” of options granted under any share option plan adopted by the Borrower, (ii) distributions of rights or equity securities under any rights plan adopted by the Borrower and (iii) distributions (or effect stock splits or reverse stock splits) with respect to its stock payable solely in additional shares of its stock; and (e) so long as no Change of Control results therefrom, Whitestone REIT, the Borrower and each Subsidiary may make Restricted Payments in connection with the implementation of or investments pursuant to any retirement, health, stock option and other benefit plans, bonus plans, performance based incentive plans, and other similar forms of compensation for the benefit of the directors, officers and employees of Whitestone REIT, the Borrower and the SubsidiariesSection 8.9(n)(iii).

Dividends and Certain Other Restricted Payments. Neither the The Borrower nor Whitestone REIT shall, nor shall they permit not (a) declare or pay any Material Subsidiary to, declare cash dividends on or make any other distributions in respect of any of its Equity Interests or (b) directly or indirectly purchase, redeem, or otherwise acquire or retire for cash any of its Equity Interests (each, a “Restricted Payment”); provided thatprovided, however, that the foregoing shall not operate to prevent: (ai) Reserved; (ii) the making of dividends or distributions by the Borrower: (A) to Holdings in an amount necessary to discharge the tax liabilities attributable to the assets, income or activities of the Borrower and its Restricted Subsidiaries so long as (x) the Borrower may is either no longer taxed as a corporation or is no longer the parent entity of a consolidated (or similar) group, in either case such that the Borrower does not have primary responsibility for reporting and paying such tax liabilities and (y) the ultimate recipient(s) applies the amount of any such dividend or distribution for such purpose; (B) to Holdings the proceeds of which shall be used by Holdings to pay (and to make a payment to any direct or indirect parent of Holdings to enable it to pay) (x) such entities’ operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including, without limitation, administrative, legal, accounting and similar expenses provided by third parties), which are reasonable and customary and incurred in the ordinary course of business, plus (y) any reasonable and customary compensation, expense reimbursements and indemnification claims made by directors or officers of Holdings or any direct or indirect parent thereof attributable to the ownership or operations of Holdings, the Borrower and its Restricted Subsidiaries; (C) to Holdings the proceeds of which shall be used by Holdings to pay (and to make a payment to any direct or indirect parent of Holdings to enable it to pay) franchise taxes and other fees, taxes and expenses required to maintain the corporate existence of Holdings and any direct or indirect parent thereof; (D) to Holdings the proceeds of which shall be used by Holdings or any direct or indirect parent thereof to pay fees and expenses related to any unsuccessful equity or debt offering not prohibited by this Agreement and Public Company Costs; and (E) to Holdings the proceeds of which shall be used by Holdings to finance (or to make a distribution to any direct or indirect parent thereof to finance) any investment permitted to be made by the Borrower and its Restricted Subsidiaries pursuant to Section 8.9; provided that (A) any such distribution to the direct or indirect parent of Holdings shall be made substantially concurrently with the closing or consummation of such investment and (B) Holdings or the applicable direct or indirect parent thereof shall, immediately following the closing or consummation thereof, cause (1) all property acquired (whether assets or Equity Interests) to be contributed to the Borrower or a Restricted Subsidiary upon receipt thereof or (2) the merger, amalgamation or consolidation (to the extent permitted in Section 8.10) of the Person formed or acquired into the Borrower or a Restricted Subsidiary in order to consummate such investment otherwise permitted by Section 8.9, in each case, in accordance with the requirements of Section 4; (A) the Borrower from making cash distributions to Holdings (and/or by Holdings to any direct or indirect parent of Holdings) which are immediately used by Holdings (or such parent of Holdings) to redeem or otherwise acquire Equity Interests of Holdings (or such parent’s Equity Interests) or (B) the issuance by Borrower or any Restricted Subsidiary of an unsecured note in payment of the redemption or acquisition price of such Equity Interests, in each case held by any future, present or former director, officer, employee, member of management or consultant of Holdings (or any direct or indirect parent thereof), or any of its Restricted Subsidiaries (or any of their respective Investment Affiliates) in each case if and so long as (x) no Default or Event of Default has occurred and is continuing or would immediately arise as a result thereof and (y) the aggregate amount of such distributions (whether made in cash or by the issuance of a note) made in any Fiscal Year shall not exceed $4,000,000 (such amount), with the unused amounts in any Fiscal Year being permitted to be carried over for use in succeeding Fiscal Years, plus the aggregate proceeds of sales or issuances of Equity Interests of Holdings (or any direct or indirect parent thereof) and/or the aggregate principal amount of equity contributions made to Holdings (or any direct or indirect parent thereof), in each case the proceeds of which are used substantially contemporaneously with such contribution to redeem such Equity Interests plus the amount of proceeds of any key-man life insurance policies owned by or contributed to the Restricted Group; (iv) the payment of distributions by the Borrower to Holdings, which are used by Holdings (or to make distributions to any direct or indirect parent thereof to enable it) to pay to its equityholders in the form of dividends on, and/or redemptions of, existing Equity Interests using the proceeds of any sale or issuance of Equity Interests of the Borrower (other than Disqualified Stock) or of capital contributions made to the Borrower, in each case so long as no Default or Event of Default has occurred and is continuing or would immediately arise as a result thereof, as of the date of the declaration of such payment or redemption; (v) the payment by Borrower to Holdings (or any direct or indirect parent thereof) to make payments to its equityholders in the form of dividends on Equity Interests of Holdings (or such parent) in an amount up to 6.0% per annum of the net proceeds received in any the issuance by Holdings or any direct or indirect parent of Holdings of its common Equity Interests in any public offering (other than a public offering pursuant to a registration statement on Form S-8, but including any secondary offering) so long as no Default or Event of Default has occurred or would result therefrom as of the date of declaration of such dividend and after giving effect to such Restricted Payment; (vi) repurchases of Equity Interests in Holdings (or any direct or indirect parent thereof) deemed to occur upon exercise of stock options, warrants or similar rights if such Equity Interests represent a portion of the exercise price of such options, warrants or similar rights; (vii) payments made or expected to be made by the Borrower or any of its Restricted Subsidiaries (or to Holdings or its direct or indirect parent to enable it to make payments) in respect of withholding or similar taxes payable by any future, present or former directors, officers, employees, members of management and consultants of the Borrower (or any direct or indirect parent thereof) or any of its Restricted Subsidiaries (or any of their respective Investment Affiliates) and any repurchases of Equity Interests in consideration of such payments including deemed repurchases in connection with the exercise of stock options, warrants or similar rights; (viii) cash payments made by the Borrower to Holdings (and/or by Holdings to any direct or indirect parent thereof to enable it to make payments) in lieu of fractional Equity Interests in connection with the exercise of warrants, options or similar rights or other securities, convertible or exchangeable for Equity Interests of the Borrower (and/or any direct or indirect parent thereof); (ix) other Restricted Payments made by Holdings, the Borrower or its Restricted Subsidiaries in addition to Whitestone REIT (which shall distribute such amounts to its equity holders) (such Restricted Payments, which for the sake of clarity shall exclude those Restricted Payments otherwise permitted under by this Section 8.22(c) below, “Ordinary Dividends”) up to 8.12 in an amount not to exceed the greater Cumulative Credit on the date of (i) 95% of FFO for such election that the most recently ended Rolling Period; and (ii) the amount required for Whitestone REIT Borrower elects to maintain its status as a real estate investment trust under applicable Legal Requirementsapply to this Section 8.12(ix); provided, however if any Default or that after giving effect to such Restricted Payment, no Event of Default under Section 9.1(j) or Section 9.1(k) has shall have occurred and is continuing, Ordinary Dividends shall not exceed the amounts described in clause (a)(ii) abovebe continuing or result therefrom; (ix) any wholly‑owned Subsidiary may make to the extent constituting Restricted Payments, directly or indirectlytransactions expressly permitted by Section 8.9 (other than Section 8.9(v)), to the Borrower or any Section 8.10 (other wholly-owned Material Subsidiary of than Section 8.10(n)) and Section 8.15 (other than Section 8.15(n)); (xi) the Borrower and (ii) any non‑wholly‑owned Subsidiary its Restricted Subsidiaries may make Restricted Payments directly necessary to its equity owners based on such equity owners’ pro rata ownership of such Subsidiaryconsummate the Transactions; (cxii) the Borrower may declare and make Restricted Payments to Whitestone REIT (which shall distribute such amounts to its equity holders) from capital gains from the sale, transfer, lease or other disposition of its Property (such Restricted Payments, “Special Dividends”), which Special Dividends may be in excess of the thresholds set forth for Ordinary Dividends in clause (a) above, so long as at the time of declaration, if no Default or Event of Default exists; (d) any has occurred and is continuing or would result therefrom at the times of Whitestone REITthe declaration and payment of such Restricted Payment, Restricted Payments by Holdings, the Borrower or its Restricted Subsidiaries in addition to those otherwise permitted by this Section 8.12 in an amount not to exceed $25,000,000 minus any Subsidiary may declare and amounts allocated to make dividend payments or other distributions payable solely in the common Stock of such entity including investments pursuant to Section 8.9(n)(iii). (ixiii) “cashless exercises” of options granted under any share option plan adopted by the Borrower, (ii) distributions of rights or equity securities under any rights plan adopted by the Borrower and (iii) distributions (or effect stock splits or reverse stock splits) with respect to its stock payable solely in Restricted Subsidiaries may make additional shares of its stock; and (e) Restricted Payments so long as no Change of Control results therefromthe Total Leverage Ratio, Whitestone REIT, the Borrower and each Subsidiary may make Restricted Payments in connection with the implementation of or pursuant to any retirement, health, stock option and other benefit plans, bonus plans, performance based incentive plans, and other similar forms of compensation determined on a Pro Forma Basis for the benefit period of the directorsfour consecutive fiscal quarters most recently ended for which financial statements are available, officers and employees of Whitestone REIT, the Borrower and the Subsidiarieswould not exceed 2.50:1.00.

Dividends and Certain Other Restricted Payments. Neither the No Borrower nor Whitestone REIT shall, nor shall they it permit any Material Subsidiary Credit Party to, declare directly or make any Restricted Payment; provided thatindirectly: (a) declare or pay any dividend or make any other payment or distribution on account of any Credit Party’s Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving any Credit Party) or to the Borrower may direct or indirect holders of any Credit Party’s Equity Interests in their capacity as such (other than dividends or distributions payable in Equity Interests (other than Disqualified Stock) of Parent and other than dividends or distributions payable to Parent or a Domestic Subsidiary of Parent (other than an Excluded Subsidiary)); (b) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving Parent) any Equity Interests of Parent or any direct or indirect parent of Parent (other than any such Equity Interests owned by any Credit Party); (c) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness for Borrowed Money of any Credit Party that is contractually subordinated to the Obligations (excluding any intercompany Indebtedness for Borrowed Money between or among Parent and any other Credit Party), except a payment of interest or principal at the stated maturity thereof; or (d) pay consulting, management, or other similar fees to any Affiliate of Parent (all such payments and other actions set forth in these clauses (a) through (d) above being collectively referred to as “Restricted Payments Payments”); unless, at the time of and after giving effect to Whitestone REIT (which shall distribute such amounts to its equity holders) (such Restricted Payments, which for the sake of clarity shall exclude those Restricted Payments otherwise permitted under Section 8.22(c) below, “Ordinary Dividends”) up to an amount not to exceed the greater of Payment: (i) 95% of FFO for the most recently ended Rolling Period; and (ii) the amount required for Whitestone REIT to maintain its status as a real estate investment trust under applicable Legal Requirements; provided, however if any no Default or Event of Default under Section 9.1(jhas occurred and is continuing or would occur as a consequence of such Restricted Payment and the Liquidity Test and the Pro Forma Fixed Charge Coverage Ratio Test are satisfied after giving effect thereto; and (ii) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Credit Parties since the Closing Date (excluding Restricted Payments permitted by clauses (1) through (9) of the next succeeding paragraph), is less than the sum, without duplication, of: (1) 50% of the “Consolidated Net Income” (as defined in the Indenture as of the Closing Date) of the Credit Parties for the period (taken as one accounting period) from October 1, 2009 to the end of Parent’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, if such Consolidated Net Income for such period is a deficit, less 100% of such deficit); plus (2) 100% of the aggregate net cash proceeds received by Parent since the Closing Date as a contribution to its common equity capital or from (x) the issue or sale of Equity Interests of Parent or (y) from the issue or sale of convertible or exchangeable Disqualified Stock of Parent or convertible or exchangeable debt securities of Parent (including any additional net proceeds received by Parent upon such conversion or exchange) that, in the case of this clause (y), have been converted into or exchanged for Equity Interests of Parent (other than Equity Interests and convertible or exchangeable Disqualified Stock or debt securities sold to a Domestic Subsidiary of Parent, other than an Excluded Subsidiary); plus (3) to the extent that any “Restricted Investment” (as defined in the Indenture as of the Closing Date) of a Credit Party that was made after the Closing Date is sold for cash or otherwise liquidated or repaid for cash, the amount of cash received upon such sale, liquidation or repayment; plus (4) 50% of any dividends received in cash by Parent or a “Restricted Subsidiary” (as defined in the Indenture as of the Closing Date) of Parent after the Closing Date from an “Unrestricted Subsidiary” (as defined in the Indenture as of the Closing Date) of Parent, to the extent that such dividends were not otherwise included in the Consolidated Net Income of Parent for such period. The preceding provisions will not prohibit: (1) the making of any Restricted Payment in exchange for, or out of or with the net cash proceeds of the substantially concurrent sale (other than to a Domestic Subsidiary of Parent) of, Equity Interests of Parent (other than Disqualified Stock) or Section 9.1(kfrom the substantially concurrent contribution of common equity capital to Parent; provided that the amount of any such net cash proceeds that are utilized for any such Restricted Payment will not be considered to be net proceeds of Equity Interests for purposes of clause (iii)(2) of the preceding paragraph; (2) the payment of any dividend (or, in the case of any partnership or limited liability company, any similar distribution) by a Domestic Subsidiary of Parent (other than an Excluded Subsidiary) to the holders of its Equity Interests on a pro rata basis; (3) the repurchase, redemption, defeasance or other acquisition or retirement for value of Indebtedness for Borrowed Money of any Credit Party that is contractually subordinated to the Obligations with the net cash proceeds from a substantially concurrent incurrence of Permitted Refinancing Indebtedness; (4) the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of Parent or any Domestic Subsidiary of Parent (other than an Excluded Subsidiary) held by any current or former officer, director, consultant or employee (or any of their respective heirs or estates) of Parent or any of its Domestic Subsidiaries (other than an Excluded Subsidiary) pursuant to any equity subscription agreement, stock option agreement, shareholders’ agreement or similar agreement; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests in any calendar year may not exceed the sum of (x) $1,000,000, plus (y) the aggregate amount of Restricted Payments permitted (but not made) pursuant to this clause (4) in the previous calendar year, and provided further that after giving effect to the foregoing, no Event of Default is continuing and the Liquidity Test and the Pro Forma Fixed Charge Coverage Ratio Test are satisfied; (5) the repurchase of Equity Interests deemed to occur upon the exercise of stock options to the extent such Equity Interests represent a portion of the exercise price of those stock options; (6) so long as no Default or Event of Default has occurred and is continuing, Ordinary Dividends shall not exceed and the amounts described Liquidity Test and the Pro Forma Fixed Charge Coverage Ratio Test are satisfied, in clause each case after giving effect thereto, the declaration and payment of regularly scheduled or accrued dividends to holders of any class or series of Disqualified Stock of Parent or any preferred stock of any Domestic Subsidiary of Parent (a)(iiother than an Excluded Subsidiary) aboveissued on or after the Closing Date; (i7) any wholly‑owned Subsidiary may make Restricted Paymentspayments of cash, directly dividends, distributions, advances or indirectly, to the Borrower other payments by Parent or any of its Domestic Subsidiaries (other wholly-owned Material Subsidiary than an Excluded Subsidiary) in an amount not to exceed $10,000 in any calendar year to allow the payment of cash in lieu of the Borrower and (ii) issuance of fractional shares upon the exercise of options or warrants or the conversion or exchange of Capital Stock of any non‑wholly‑owned Subsidiary may make Restricted Payments directly to its equity owners based on such equity owners’ pro rata ownership of such SubsidiaryPerson; (c) 8) payments to the Borrower may declare Principal of management fees and make Restricted Payments transaction fees pursuant to Whitestone REIT the terms of the Management Agreement (which shall distribute such amounts to its equity holders) from capital gains from as in existence on the sale, transfer, lease or other disposition of its Property (such Restricted Payments, “Special Dividends”Closing Date), which Special Dividends provided that if immediately before or after such payments, there are Revolving Loans or Reimbursement Obligations outstanding, (y) no transaction fees may be in excess paid if an Event of Default has occurred and is continuing or would be created by such payment, and (z) no management fee may be paid (A) if a Material Event of Default has occurred and is continuing or would be created by such payment, or (B) if any Event of Default (other than a Material Default) has occurred and is continuing or would be created by such payment and the thresholds set forth for Ordinary Dividends in clause Liquidity Test is not satisfied after the making of such payment; and (a9) above, so long as at the time of declaration, no Default or Event of Default exists; (d) any of Whitestone REIThas occurred and is continuing, and the Borrower or any Subsidiary may declare Liquidity Test and make dividend payments or the Pro Forma Fixed Charge Coverage Ratio Test are satisfied, in each case after giving effect thereto, other distributions payable solely in the common Stock of such entity including (i) “cashless exercises” of options granted under any share option plan adopted by the Borrower, (ii) distributions of rights or equity securities under any rights plan adopted by the Borrower and (iii) distributions (or effect stock splits or reverse stock splits) with respect to its stock payable solely in additional shares of its stock; and (e) so long as no Change of Control results therefrom, Whitestone REIT, the Borrower and each Subsidiary may make Restricted Payments in connection with an aggregate amount not to exceed $5,000,000 during the implementation term hereof. The amount of all Restricted Payments (other than cash) will be the Fair Market Value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by such Credit Party, as the case may be, pursuant to the Restricted Payment. For purposes of determining compliance with any retirement, health, stock option and other benefit plans, bonus plans, performance based incentive plans, and other similar forms Dollar-denominated restriction on the making of compensation for the benefit of the directors, officers and employees of Whitestone REITany Restricted Payment, the Borrower and Dollar Equivalent amount of any Restricted Payment denominated in a foreign currency shall be utilized, calculated based on the Subsidiariesrelevant currency exchange rate in effect on the date or dates such Restricted Payment was made.

Dividends and Certain Other Restricted Payments. Neither the The Borrower nor Whitestone REIT shall, nor shall they permit not (a) declare or pay any Material Subsidiary to, declare cash dividends on or make any other distributions in respect of any of its Equity Interests or (b) directly or indirectly purchase, redeem, or otherwise acquire or retire for cash any of its Equity Interests (each, a “Restricted Payment”); provided thatprovided, however, that the foregoing shall not operate to prevent: (ai) Reserved; (ii) the making of dividends or distributions by the Borrower: (A) to Holdings in an amount necessary to discharge the tax liabilities attributable to the assets, income or activities of the Borrower and its Restricted Subsidiaries so long as (x) the Borrower may is either no longer taxed as a corporation or is no longer the parent entity of a consolidated (or similar) group, in either case such that the Borrower does not have primary responsibility for reporting and paying such tax liabilities and (y) the ultimate recipient(s) applies the amount of any such dividend or distribution for such purpose; (B) to Holdings the proceeds of which shall be used by Holdings to pay (and to make a payment to any direct or indirect parent of Holdings to enable it to pay) (x) such entities’ operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including, without limitation, administrative, legal, accounting and similar expenses provided by third parties), which are reasonable and customary and incurred in the ordinary course of business, plus (y) any reasonable and customary compensation, expense reimbursements and indemnification claims made by directors or officers of Holdings or any direct or indirect parent thereof attributable to the ownership or operations of Holdings, the Borrower and its Restricted Subsidiaries; (C) to Holdings the proceeds of which shall be used by Holdings to pay (and to make a payment to any direct or indirect parent of Holdings to enable it to pay) franchise taxes and other fees, taxes and expenses required to maintain the corporate existence of Holdings and any direct or indirect parent thereof; (D) to Holdings the proceeds of which shall be used by Holdings or any direct or indirect parent thereof to pay fees and expenses related to any unsuccessful equity or debt offering not prohibited by this Agreement and Public Company Costs; and (E) to Holdings the proceeds of which shall be used by Holdings to finance (or to make a distribution to any direct or indirect parent thereof to finance) any investment permitted to be made by the Borrower and its Restricted Subsidiaries pursuant to Section 8.9; provided that (A) any such distribution to the direct or indirect parent of Holdings shall be made substantially concurrently with the closing or consummation of such investment and (B) Holdings or the applicable direct or indirect parent thereof shall, immediately following the closing or consummation thereof, cause (1) all property acquired (whether assets or Equity Interests) to be contributed to the Borrower or a Restricted Subsidiary upon receipt thereof or (2) the merger, amalgamation or consolidation (to the extent permitted in Section 8.10) of the Person formed or acquired into the Borrower or a Restricted Subsidiary in order to consummate such investment otherwise permitted by Section 8.9, in each case, in accordance with the requirements of Section 4; (A) the Borrower from making cash distributions to Holdings (and/or by Holdings to any direct or indirect parent of Holdings) which are immediately used by Holdings (or such parent of Holdings) to redeem or otherwise acquire Equity Interests of Holdings (or such parent’s Equity Interests) or (B) the issuance by Borrower or any Restricted Subsidiary of an unsecured note in payment of the redemption or acquisition price of such Equity Interests, in each case held by any future, present or former director, officer, employee, member of management or consultant of Holdings (or any direct or indirect parent thereof), or any of its Restricted Subsidiaries (or any of their respective Investment Affiliates) in each case if and so long as (x) no Default or Event of Default has occurred and is continuing or would immediately arise as a result thereof and (y) the aggregate amount of such distributions (whether made in cash or by the issuance of a note) made in any Fiscal Year shall not exceed $4,000,000 (such amount), with the unused amounts in any Fiscal Year being permitted to be carried over for use in succeeding Fiscal Years, plus the aggregate proceeds of sales or issuances of Equity Interests of Holdings (or any direct or indirect parent thereof) and/or the aggregate principal amount of equity contributions made to Holdings (or any direct or indirect parent thereof), in each case the proceeds of which are used substantially contemporaneously with such contribution to redeem such Equity Interests plus the amount of proceeds of any key-man life insurance policies owned by or contributed to the Restricted Group; (iv) the payment of distributions by the Borrower to Holdings, which are used by Holdings (or to make distributions to any direct or indirect parent thereof to enable it) to pay to its equityholders in the form of dividends on, and/or redemptions of, existing Equity Interests using the proceeds of any sale or issuance of Equity Interests of the Borrower (other than Disqualified Stock) or of capital contributions made to the Borrower, in each case so long as no Default or Event of Default has occurred and is continuing or would immediately arise as a result thereof, as of the date of the declaration of such payment or redemption; (v) the payment by Borrower to Holdings (or any direct or indirect parent thereof) to make payments to its equityholders in the form of dividends on Equity Interests of Holdings (or such parent) in an amount up to 6.0% per annum of the net proceeds received in any the issuance by Holdings or any direct or indirect parent of Holdings of its common Equity Interests in any public offering (other than a public offering pursuant to a registration statement on Form S-8, but including any secondary offering, and including, without limitation, the underwritten primary public offering of Parent on October 10, 2014) so long as no Default or Event of Default has occurred or would result therefrom as of the date of declaration of such dividend and after giving effect to such Restricted Payment; (vi) repurchases of Equity Interests in Holdings (or any direct or indirect parent thereof) deemed to occur upon exercise of stock options, warrants or similar rights if such Equity Interests represent a portion of the exercise price of such options, warrants or similar rights; (vii) payments made or expected to be made by the Borrower or any of its Restricted Subsidiaries (or to Holdings or its direct or indirect parent to enable it to make payments) in respect of withholding or similar taxes payable by any future, present or former directors, officers, employees, members of management and consultants of the Borrower (or any direct or indirect parent thereof) or any of its Restricted Subsidiaries (or any of their respective Investment Affiliates) and any repurchases of Equity Interests in consideration of such payments including deemed repurchases in connection with the exercise of stock options, warrants or similar rights; (viii) cash payments made by the Borrower to Holdings (and/or by Holdings to any direct or indirect parent thereof to enable it to make payments) in lieu of fractional Equity Interests in connection with the exercise of warrants, options or similar rights or other securities, convertible or exchangeable for Equity Interests of the Borrower (and/or any direct or indirect parent thereof); (ix) other Restricted Payments made by Holdings, the Borrower or its Restricted Subsidiaries in addition to Whitestone REIT (which shall distribute such amounts to its equity holders) (such Restricted Payments, which for the sake of clarity shall exclude those Restricted Payments otherwise permitted under by this Section 8.22(c) below, “Ordinary Dividends”) up to 8.12 in an amount not to exceed the greater Cumulative Credit on the date of (i) 95% of FFO for such election that the most recently ended Rolling Period; and (ii) the amount required for Whitestone REIT Borrower elects to maintain its status as a real estate investment trust under applicable Legal Requirementsapply to this Section 8.12(ix); provided, however if any Default or that after giving effect to such Restricted Payment, no Event of Default under Section 9.1(j) or Section 9.1(k) has shall have occurred and is continuing, Ordinary Dividends shall not exceed the amounts described in clause (a)(ii) abovebe continuing or result therefrom; (ix) any wholly‑owned Subsidiary may make to the extent constituting Restricted Payments, directly or indirectlytransactions expressly permitted by Section 8.9 (other than Section 8.9(v)), to the Borrower or any Section 8.10 (other wholly-owned Material Subsidiary of than Section 8.10(n)) and Section 8.15 (other than Section 8.15(n)); (xi) the Borrower and (ii) any non‑wholly‑owned Subsidiary its Restricted Subsidiaries may make Restricted Payments directly necessary to its equity owners based on such equity owners’ pro rata ownership of such Subsidiaryconsummate the Transactions; (cxii) the Borrower may declare and make Restricted Payments to Whitestone REIT (which shall distribute such amounts to its equity holders) from capital gains from the sale, transfer, lease or other disposition of its Property (such Restricted Payments, “Special Dividends”), which Special Dividends may be in excess of the thresholds set forth for Ordinary Dividends in clause (a) above, so long as at the time of declaration, if no Default or Event of Default exists; (d) any has occurred and is continuing or would result therefrom at the times of Whitestone REITthe declaration and payment of such Restricted Payment, Restricted Payments by Holdings, the Borrower or its Restricted Subsidiaries in addition to those otherwise permitted by this Section 8.12 in an amount not to exceed $10,000,000 minus any Subsidiary may declare and amounts allocated to make dividend payments or other distributions payable solely in the common Stock of such entity including investments pursuant to Section 8.9(n)(iii). (ixiii) “cashless exercises” of options granted under any share option plan adopted by the Borrower, (ii) distributions of rights or equity securities under any rights plan adopted by the Borrower and (iii) distributions (or effect stock splits or reverse stock splits) with respect to its stock payable solely in Restricted Subsidiaries may make additional shares of its stock; and (e) Restricted Payments so long as no Change of Control results therefromthe Total Leverage Ratio, Whitestone REIT, the Borrower and each Subsidiary may make Restricted Payments in connection with the implementation of or pursuant to any retirement, health, stock option and other benefit plans, bonus plans, performance based incentive plans, and other similar forms of compensation determined on a Pro Forma Basis for the benefit period of the directorsfour consecutive fiscal quarters most recently ended for which financial statements are available, officers and employees of Whitestone REIT, the Borrower and the Subsidiarieswould not exceed 2.50:1.00.

Dividends and Certain Other Restricted Payments. Neither None of the Parent or any Borrower nor Whitestone REIT shall, nor shall they it permit any Material Subsidiary to, (a) declare or pay any dividends on or make any other distributions in respect of any class or series of its capital stock or other equity interests (other than dividends or distributions payable solely in its capital stock or other equity interests), (b) directly or indirectly purchase, redeem, or otherwise acquire or retire any of its capital stock or other equity interests or any warrants, options, or similar instruments to acquire the same, or (c) directly or indirectly pay Management Fees (collectively referred to herein as “Restricted PaymentPayments”); provided thatprovided, however, that the foregoing shall not operate to prevent: (ai) the Borrower may making of dividends or distributions by any Subsidiary to any Borrower; (ii) cash dividends and distributions to the Parent for the purpose of permitting the Parent to pay federal and state income taxes, franchise taxes, withholding taxes, FICA taxes, Medicare taxes and other taxes, fees and assessments to the extent attributable to the business of the Parent, the Borrowers or any Subsidiary; (iii) dividends and distributions from the Borrowers to the Parent (or payments on behalf of the Parent) to permit the Parent to (A) make payments consisting of salary, benefits and other compensation to its employees, directors and officers, (B) pay audit fees, legal fees, financing fees, costs of obtaining directors’ and officers’ liability insurance, and costs directly associated with Sxxxxxxx-Xxxxx compliance, (C) pay other public company costs and overhead fees and expenses that are incurred in the ordinary course of business, and (D) repurchase or redeem equity interests of the Parent held by officers, directors or employees or former officers, directors or employees or their transferees, estates or beneficiaries under their estates) of any Borrower, upon their death, disability, retirement, severance or termination of employment or service; provided that the aggregate amount of such payments pursuant to the foregoing clause (D) to the Parent shall not exceed $5,000,000 in the aggregate in any calendar year; (iv) payments required to be made under the Intercompany Agreements, without giving effect to any material amendment thereto unless consented to in writing by the Administrative Agent; and (v) other Restricted Payments to Whitestone REIT (which shall distribute such amounts to its equity holders) (such Restricted Payments, which for the sake of clarity shall exclude those Restricted Payments otherwise permitted under Section 8.22(c) below, “Ordinary Dividends”) up to in an aggregate amount not to exceed the greater portion, if any, of (i) 95% the Available Basket Amount on the date of FFO for such election that the most recently ended Rolling Period; and (ii) the amount required for Whitestone REIT Borrowers elect to maintain its status as a real estate investment trust under applicable Legal Requirementsapply to this Section 8.12(v); provided, however if any Default or Event of Default under Section 9.1(j) or Section 9.1(k) has occurred and is continuinghowever, Ordinary Dividends shall not exceed the amounts described in clause (a)(ii) above; (i) any wholly‑owned Subsidiary may make Restricted Payments, directly or indirectly, to the Borrower or any other wholly-owned Material Subsidiary of the Borrower and (ii) any non‑wholly‑owned Subsidiary may make Restricted Payments directly to its equity owners based on such equity owners’ pro rata ownership of such Subsidiary; (c) the Borrower may declare and make Restricted Payments to Whitestone REIT (which shall distribute such amounts to its equity holders) from capital gains from the sale, transfer, lease or other disposition of its Property (such Restricted Payments, “Special Dividends”), which Special Dividends may be in excess of the thresholds set forth for Ordinary Dividends in clause (a) above, so long as that at the time of declarationthe making of any Restricted Payment pursuant to this clause (v) and after giving effect thereto, (1) no Default or Event of Default exists; shall have occurred and is then continuing or would result therefrom and (d2) the Borrowers shall be in compliance on a Pro Forma Basis with the covenant set forth in Section 8.23 (assuming (x) that such covenant set forth in Section 8.23 is required to be tested for such period and (y) that for any of Whitestone REITPre-Covenant Period, the Borrower or any Subsidiary may declare and make dividend payments or other distributions payable solely covenant set forth in the common Stock of such entity including (i) “cashless exercises” of options granted under any share option plan adopted by the Borrower, (ii) distributions of rights or equity securities under any rights plan adopted by the Borrower and (iii) distributions (or effect stock splits or reverse stock splits) Section 8.23 with respect to its stock payable solely in additional shares of its stock; and (e) so long as no Change of Control results therefrom, Whitestone REIT, the Borrower and each Subsidiary may make Restricted Payments in connection with the implementation of or pursuant first such period shall be applicable to any retirement, health, stock option and other benefit plans, bonus plans, performance based incentive plans, and other similar forms of compensation for the benefit of the directors, officers and employees of Whitestone REIT, the Borrower and the Subsidiariessuch Pre-Covenant Period)).

Dividends and Certain Other Restricted Payments. Neither None of the Parent or any Borrower nor Whitestone REIT shall, nor shall they it permit any Material Subsidiary to, (a) declare or pay any dividends on or make any other distributions in respect of any class or series of its capital stock or other equity interests (other than dividends or distributions payable solely in its capital stock or other equity interests), (b) directly or indirectly purchase, redeem, or otherwise acquire or retire any of its capital stock or other equity interests or any warrants, options, or similar instruments to acquire the same, or (c) directly or indirectly pay Management Fees (collectively referred to herein as “Restricted PaymentPayments”); provided thatprovided, however, that the foregoing shall not operate to prevent: (ai) the Borrower may making of dividends or distributions by any Subsidiary to any Borrower; (ii) cash dividends and distributions to the Parent for the purpose of permitting the Parent to pay federal and state income taxes, franchise taxes, withholding taxes, FICA taxes, Medicare taxes and other taxes, fees and assessments to the extent attributable to the business of the Parent, the Borrowers or any Subsidiary; (iii) dividends and distributions from the Borrowers to the Parent (or payments on behalf of the Parent) to permit the Parent to (A) make payments consisting of salary, benefits and other compensation to its employees, directors and officers, (B) pay audit fees, legal fees, financing fees, costs of obtaining directors’ and officers’ liability insurance, and costs directly associated with Sxxxxxxx-Xxxxx compliance, (C) pay other public company costs and overhead fees and expenses that are incurred in the ordinary course of business, and (D) repurchase or redeem equity interests of the Parent held by officers, directors or employees or former officers, directors or employees or their transferees, estates or beneficiaries under their estates) of any Borrower, upon their death, disability, retirement, severance or termination of employment or service; provided that the aggregate amount of such payments pursuant to the foregoing clause (D) to the Parent shall not exceed $5,000,0007,500,000 in the aggregate in any calendar year; (iv) payments required to be made under the Intercompany Agreements, without giving effect to any material amendment thereto unless consented to in writing by the Administrative Agent; and (v) other Restricted Payments to Whitestone REIT (which shall distribute such amounts to its equity holders) (such Restricted Payments, which for the sake of clarity shall exclude those Restricted Payments otherwise permitted under Section 8.22(c) below, “Ordinary Dividends”) up to in an aggregate amount not to exceed the greater portion, if any, of (i) 95% the Available Basket Amount on the date of FFO for such election that the most recently ended Rolling Period; and (ii) the amount required for Whitestone REIT Borrowers elect to maintain its status as a real estate investment trust under applicable Legal Requirementsapply to this Section 8.12(v); provided, however if however, that at the time of the making of any Restricted Payment pursuant to this clause (v) and after giving effect thereto, (1) no Default or Event of Default under Section 9.1(j) or Section 9.1(k) has shall have occurred and is continuingthen continuing or would result therefrom and (2) the Borrowers shall be in complianceTotal Funded Debt to EBITDA Ratio calculated on a Pro Forma Basis with the covenant set forth in Section 8.23 (assuming (x) that such covenant set forth in Section 8.23 is required to be tested for such period and (y) that for any Pre-Covenant Period, Ordinary Dividends the covenant set forth in Section 8.23 with respect to the first such period shall be applicable to such Pre-Covenant Period)).is not exceed the amounts described in clause (a)(ii) above;greater than 4.50 to 1.0; and (ivi) any wholly‑owned Subsidiary may make Restricted Payments, directly or indirectly, to the Borrower or any other wholly-owned Material Subsidiary of the Borrower and (ii) any non‑wholly‑owned Subsidiary may make additional Restricted Payments directly to its equity owners based on such equity owners’ pro rata ownership of such Subsidiary; (c) the Borrower may declare and make Restricted Payments to Whitestone REIT (which shall distribute such amounts to its equity holders) from capital gains from the sale, transfer, lease or other disposition of its Property (such Restricted Payments, “Special Dividends”), which Special Dividends may be in excess of the thresholds set forth for Ordinary Dividends in clause (a) above, so long as (A) at the time of declarationthe making of any Restricted Payment pursuant to this clause (vi) and after giving effect thereto, no Default or Event of Default exists; (d) any of Whitestone REIT, the Borrower shall have occurred and is then continuing or any Subsidiary may declare and make dividend payments or other distributions payable solely in the common Stock of such entity including (i) “cashless exercises” of options granted under any share option plan adopted by the Borrower, (ii) distributions of rights or equity securities under any rights plan adopted by the Borrower would result therefrom and (iiiB) distributions (or effect stock splits or reverse stock splits) with respect the Total Funded Debt to its stock payable solely in additional shares of its stock; and (e) so long as no Change of Control results therefrom, Whitestone REIT, the Borrower and each Subsidiary may make Restricted Payments in connection with the implementation of or pursuant EBITDA Ratio calculated on a Pro Forma Basis is not greater than 3.00 to any retirement, health, stock option and other benefit plans, bonus plans, performance based incentive plans, and other similar forms of compensation for the benefit of the directors, officers and employees of Whitestone REIT, the Borrower and the Subsidiaries1.0.

Dividends and Certain Other Restricted Payments. Neither the Borrower nor Whitestone REIT No Loan Party shall, nor shall they it permit any Material Subsidiary of its Subsidiaries to, (a) declare or pay any dividends on or make any Restricted Payment; provided that: other distributions in respect of any class or series of its capital stock or other equity interests (aother than dividends or distributions payable solely in its capital stock or other equity interests), (b) directly or indirectly purchase, redeem, or otherwise acquire or retire any of its capital stock or other equity interests or any warrants, options, or similar instruments to acquire the Borrower may same, or (c) make Restricted Payments any voluntary prepayment on account of any Subordinated Debt or effect any voluntary redemption thereof with cash on hand and/or the proceeds of a Loan hereunder (collectively referred to Whitestone REIT (which shall distribute such amounts to its equity holders) (such herein as “Restricted Payments, which for the sake of clarity shall exclude those Restricted Payments otherwise permitted under Section 8.22(c) below, “Ordinary Dividends”) up to an amount not to exceed the greater of (i) 95% of FFO for the most recently ended Rolling Period; and (ii) the amount required for Whitestone REIT to maintain its status as a real estate investment trust under applicable Legal Requirements); provided, however if any Default or Event of Default under Section 9.1(j) or Section 9.1(k) has occurred and is continuinghowever, Ordinary Dividends that the foregoing shall not exceed the amounts described in clause (a)(ii) above;operate to prevent: (i) the making of dividends or distributions by any wholly‑owned Wholly-Owned Subsidiary may make Restricted Payments, directly or indirectly, to the Borrower or any other wholly-owned Material Subsidiary of the Borrower and its Subsidiaries; (ii) any non‑wholly‑owned Subsidiary may make the making of Restricted Payments directly by any Subsidiary that is not a Wholly-Owned Subsidiary so long as (A) no Default exists or would result from making such Restricted Payment and (B) such Restricted Payment is made to its the equity owners based holders of such Subsidiary on such equity owners’ a pro rata ownership basis based upon the percentage of equity in such Subsidiary held by such Subsidiary’s equity holders; (ciii) the Borrower may declare and make making of Restricted Payments by any Loan Party or Subsidiary (other than Restricted Payments made by a Wholly-Owned Subsidiary to Whitestone REIT a Loan Party), provided that if the Total Leverage Ratio (which shall distribute such amounts as determined by the financial statements delivered to its equity holdersthe Administrative Agent pursuant to Section 8.5(a) from capital gains from the sale, transfer, lease or other disposition of its Property (b) hereof immediately prior to such Restricted PaymentsPayment) is equal to or greater than 2.00 to 1.0 after giving pro forma effect to such Restricted Payment and any Indebtedness incurred in connection therewith, “Special Dividends”), which Special Dividends may then such Restricted Payments shall only be in excess of the thresholds set forth for Ordinary Dividends in clause (a) above, permitted so long as at the time of declaration, (A) no Default exists or Event of Default exists; would result from making such Restricted Payment, and (dB) any of Whitestone REIT, the Borrower or any Subsidiary may declare and make dividend payments or other distributions payable solely in the common Stock aggregate amount of such entity including (i) “cashless exercises” Restricted Payments for the four consecutive fiscal quarters ending immediately prior to the making of options granted under any share option plan adopted such Restricted Payment do not exceed 50% of the amount by which Adjusted EBITDA for the Borrower, (ii) distributions of rights or equity securities under any rights plan adopted by the Borrower and (iii) distributions (or effect stock splits or reverse stock splits) with respect to its stock payable solely in additional shares of its stocksame four consecutive fiscal quarter period exceeds $50,000,000; and (eiv) the making of Restricted Payments by any Loan Party or Subsidiary (other than Restricted Payments made by a Wholly-Owned Subsidiary to a Loan Party), provided that if the Total Leverage Ratio (as determined by the financial statements delivered to the Administrative Agent pursuant to Section 8.5(a) or (b) hereof immediately prior to such Restricted Payment) is less than 2.00 to 1.0 after giving pro forma effect to such Restricted Payment and any Indebtedness incurred in connection therewith, then such Restricted Payments shall only be permitted so long as no Change of Control results therefrom, Whitestone REIT, the Borrower and each Subsidiary may make Default exists or would result from making such Restricted Payment. Except with respect to Restricted Payments on account of any Subordinated Debt set forth in connection with the implementation of or pursuant to clause (c) above and without limiting any retirement, health, stock option and other benefit plans, bonus plans, performance based incentive plans, and other similar forms of compensation for the benefit of the directors, officers and employees of Whitestone REIT, the Borrower provision contained herein and the Subsidiariesother Loan Documents (including Section 8.22 hereof), payments made on account of any Indebtedness that can be converted into equity (including payments to redeem such Indebtedness prior its maturity date) shall not be deemed a Restricted Payment for purposes of this Section 8.12 until such Indebtedness is converted into equity.