Common use of Restrictions on Public Sale Clause in Contracts

Restrictions on Public Sale. (a) If requested by the sole Underwriter or lead managing Underwriter(s) in an Underwritten Offering, the Company agrees not to effect any public sale or distribution (other than, in the case of the Company, public sales or distributions solely by and for the account of the Company of securities issued pursuant to any employee benefit or similar plan or any dividend reinvestment plan) of any Securities (or equity or equity-linked securities) during the period commencing on the date the Company receives a Request from any Holder and continuing until one hundred eighty (180) days after the effective date of any Underwritten Offering (or for such shorter period as the sole or lead managing Underwriter shall request) unless earlier terminated by the sole Underwriter or lead managing Underwriter(s) in such Underwritten Offering; provided however, that in the case of a Shelf Registration pursuant to Rule 415 of the Securities Act (or any similar rule then in force), the provisions set forth in this Section 3(a) shall only apply for the period commencing on the date of any underwritten take-down and continuing until one hundred and eighty (180) days following the date of such underwritten take-down (or for such shorter period as the sole or lead managing Underwriter shall request) unless earlier terminated by the sole Underwriter or lead managing Underwriter(s) in such underwritten take-down. (b) If requested by the sole Underwriter or lead managing Underwriter(s) in an Underwritten Offering, the Holders shall not sell or otherwise transfer or dispose of any Securities (or equity or equity-linked securities) of the Company held by the Holders (other than those included in the registration) during the fourteen (14) day period prior to and the one hundred eighty (180) day period following the effective date (including such effective date), of any offering, or in the case of a Shelf Registration pursuant to Rule 415 of the Securities Act (or any similar rule then in force), the 180 day period following the date of any underwritten take-down, or in either case such shorter period as the sole Underwriter or lead managing Underwriter(s) may request, provided that the obligations described in this Section 3(b) shall not apply to a registration relating solely to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or Rule 145 (or any similar rule then in force) or similar transaction. The Company may impose stop-transfer instructions with respect to the Securities (or equity or equity-linked securities) subject to the foregoing restriction until the end of the applicable period pursuant to the first sentence of this Section 3(b).

Restrictions on Public Sale. (a) If Notwithstanding any registration rights set forth in this Agreement, upon written notice by the Company to the Investors, the Investors shall, in the event (x) the Company is issuing equity securities with an aggregate fair market value of at least $50,000,000 to the public, or (y) any Qualifying Other Holder is proposing to sell REIT Class A Shares with an aggregate fair market value of at least $50,000,000, in each case in an underwritten offering, and, if requested in writing by the managing underwriter or underwriters for such underwritten offering, not effect (and sign a written commitment to the underwriter(s) (a “Lock-up Commitment”) to not effect) any public sale or distribution of Eligible Securities or any securities convertible into or exchangeable or exercisable for such Eligible Securities, including a sale pursuant to Rule 144 (or any similar provision then in force) under the Securities Act, for a period commencing on the seventh (7th) day prior to the date such underwritten offering commences (such offering being deemed to commence for this purpose on the later of the effective date for the registration statement for such offering or, if applicable, the date of the prospectus supplement for such offering) or, if later, the date of such written request of the underwriter(s), and ending on such date, not to exceed ninety (90) days after the closing of such underwritten offering, as may be requested by the sole Underwriter managing underwriter(s), so long as (i) the managing underwriter or lead managing Underwriter(sunderwriters obtains a written commitment of each Company director and executive officer and, in connection with a registration under clause (y) above, the Qualifying Other Holder, to agree to the same restrictions and (ii) the Investors are afforded piggyback and incidental registration rights, as applicable, with respect to such offerings of securities in accordance with, and subject to the restrictions set forth in, Section 2.2 and Section 3.1, respectively; provided, however, that such Lock-up Commitment shall not prohibit (i) any distributions-in-kind to an Investor’s partners, members or stockholders or (ii) a transfer to an Investor’s Affiliates, provided that any transferee in the case of this clause (ii) agrees to be bound by the restrictions set forth in this Section 6.1(a), and in the case of clauses (i) and (ii), such transfers are not required to be reported with the SEC on Form 4 in accordance with Section 16 of the Exchange Act. Any notice delivered to the Investors pursuant to this Section 6.1(a) (an “Underwritten Offering Notice”) shall be delivered not less than five (5) Business Days prior to the date of the underwriting agreement for such offering. The Company shall not deliver more than two (2) Underwritten Offering Notices pursuant to this Section 6.1(a) in any twelve (12) consecutive month period. (b) In the event of a sale of REIT Class A Shares by the Investors in an Underwritten Offeringunderwritten offering pursuant to Section 4.2, if requested in writing by the managing underwriter or underwriters for such underwritten offering, the Company agrees will, and shall use reasonable best efforts to cause its directors, executive officers and any other Qualifying Other Holder to, sign a Lock-Up Commitment to the underwriter(s) to not to effect any public sale or distribution (other thanof REIT Class A Shares or any securities convertible into or exchangeable or exercisable for REIT Class A Shares, in the case of the Company, public sales or distributions solely by and for the account of the Company of securities issued including a sale pursuant to any employee benefit or similar plan Rule 144 (or any dividend reinvestment plansimilar provision then in force) of any under the Securities (or equity or equity-linked securities) during the Act, for a period commencing on the seventh (7th) day prior to the date such underwritten offering commences (such offering being deemed to commence for this purpose on the Company receives a Request from any Holder later of the effective date for the registration statement for such offering or, if applicable, the date of the prospectus supplement for such offering) or, if later, the date of such written request of the underwriter(s), and continuing until one hundred eighty ending no later than the earlier of (180i) ninety (90) days after the effective closing of such underwritten offering and (ii) the date of any Underwritten Offering (or for such shorter period as the sole or lead managing Underwriter shall request) unless earlier terminated by the sole Underwriter or lead managing Underwriter(s) in such Underwritten Offering; provided however, that in the case of a Shelf Registration pursuant to Rule 415 expiration of the Securities Act (or any similar rule then lock-up imposed on the Investors in force), respect of such offering. Notwithstanding anything to the provisions set forth contrary in this Section 3(a6.1, (x) if the Investors fail to sign a Lock-Up Commitment in accordance with, and subject to the terms and limitations set forth in, Section 6.1(a)(x), then the Company’s obligations under this Section 6.1(b) shall only apply for terminate, (y) if the period commencing on Company fails to sign a Lock-Up Commitment in accordance with, and subject to the date of any underwritten taketerms and limitations set forth in, this Section 6.1(b), then the Investors’ obligations under Section 6.1(a)(x) shall terminate and (z) if a Qualifying Other Holder fails to sign a Lock-down Up Commitment in accordance with, and continuing until one hundred subject to the terms and eighty (180limitations set forth in, this Section 6.1(b), then the Investors’ obligations under Section 6.1(a)(y) days following the date of shall terminate with respect to such underwritten take-down (or for such shorter period as the sole or lead managing Underwriter shall request) unless earlier terminated by the sole Underwriter or lead managing Underwriter(s) in such underwritten take-downQualifying Other Holder. (bc) If requested Notwithstanding the foregoing, the Company shall not, and shall not be required to, use reasonable best efforts to impose restrictions on sales and distributions of Eligible Securities by the sole Underwriter or lead managing Underwriter(sInvestors for more than one hundred (100) in an Underwritten Offering, the Holders shall not sell or otherwise transfer or dispose of any Securities (or equity or equity-linked securities) of the Company held by the Holders (other than those included days in the registrationaggregate in any twelve (12) during the fourteen (14) day period prior to and the one hundred eighty (180) day period following the effective date (including such effective date), of any offering, or in the case of a Shelf Registration pursuant to Rule 415 of the Securities Act (or any similar rule then in force), the 180 day period following the date of any underwritten take-down, or in either case such shorter period as the sole Underwriter or lead managing Underwriter(s) may request, provided that the obligations described in this Section 3(b) shall not apply to a registration relating solely to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or Rule 145 (or any similar rule then in force) or similar transaction. The Company may impose stop-transfer instructions with respect to the Securities (or equity or equity-linked securities) subject to the foregoing restriction until the end of the applicable period pursuant to the first sentence of this Section 3(b)consecutive month period.

Restrictions on Public Sale. (a) If requested by the sole Underwriter or lead managing Underwriter(s) in an Underwritten Offering, the Company agrees not to effect any public sale or distribution (other than, in the case of the Company, public sales or distributions solely by and for the account of the Company of securities issued pursuant to any employee benefit or similar plan or any dividend reinvestment plan) of any Securities (or equity or equity-linked securities) securities during the period commencing on the date the Company receives a Request from any Holder and continuing until one hundred eighty (180) 180 days after the effective date commencement of any Initial Public Offering, Qualified IPO or other Underwritten Offering (or for such shorter period as the sole or lead managing Underwriter shall request) unless earlier terminated by the sole Underwriter or lead managing Underwriter(s) in such Underwritten Offering; provided however, that in the case of a Shelf Registration pursuant to Rule 415 of the Securities Act (or any similar rule then in force), the provisions set forth in this Section 3(a) shall only apply for the period commencing on the date of any underwritten take-down and continuing until one hundred and eighty (180) days following the date of such underwritten take-down (or for such shorter period as the sole or lead managing Underwriter shall request) unless earlier terminated by the sole Underwriter or lead managing Underwriter(s) in such underwritten take-down. (b) If requested by the sole Underwriter or lead managing Underwriter(s) in an Underwritten Offering, the Holders shall not sell or otherwise transfer or dispose of any Securities shares of Common Stock (or equity or equity-linked other securities) of the Company held by the Holders (other than those included in the registration) during the fourteen (14) day period prior to and the one hundred eighty (180) day period following the effective date (including such effective date), of an Initial Public Offering, Qualified IPO (including such effective date) or any other offering, or in the case of a Shelf Registration registration pursuant to Rule 415 of the Securities Act (or any similar rule then in force), the 180 day period following the date of any underwritten take-down, or in either case such shorter period as the sole Underwriter or lead managing Underwriter(s) may request, of a registration statement of the Company filed under the Securities Act, provided that the obligations described in this Section 3(b) shall not apply to a registration relating solely to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or Rule 145 (or any similar rule then in force) or similar transaction. The Company may impose stop-transfer instructions with respect to the Securities Common Stock (or equity or equity-linked other securities) subject to the foregoing restriction until the end of said one hundred eighty (180) day period. Any agreement entered into after the applicable period date of this Agreement pursuant to which the Company issues or agrees to issue any privately placed Common Stock or other securities shall contain a provision under which holders of such securities agree not to effect any sale or distribution of any such securities during the period referred to in the first sentence of this Section 3(b), including any sale pursuant to Rule 144 under the Securities Act (or any similar rule then in force) (except as part of such registration, if permitted).

Restrictions on Public Sale. (a) If requested Notwithstanding any registration rights set forth in this Agreement, upon written notice by the sole Underwriter Company to the Investors, the Investors shall, in the event (x) the Company is issuing equity securities with an aggregate fair market value of at least $50,000,000 to the public, or lead (y) any Qualifying Other Holder is proposing to sell Common Shares with an aggregate fair market value of at least $50,000,000, in each case in an underwritten offering, and, if requested in writing by the managing Underwriter(sunderwriter or underwriters for such underwritten offering, not effect (and sign a written commitment to the underwriter(s) (a “Lock-up Commitment”) to not effect) any public sale or distribution of Eligible Securities or any securities convertible into or exchangeable or exercisable for such Eligible Securities, including a sale pursuant to Rule 144 (or any similar provision then in force) under the Securities Act, for a period commencing on the seventh (7th) day prior to the date such underwritten offering commences (such offering being deemed to commence for this purpose on the later of the effective date for the registration statement for such offering or, if applicable, the date of the prospectus supplement for such offering) or, if later, the date of such written request of the underwriter(s), and ending ninety (90) days after the closing of such underwritten offering, so long as the managing underwriter or underwriters obtains a written commitment of each Company trustee and executive officer and each Qualifying Other Holder to agree to the same restrictions; provided, however, that such restrictions shall not apply to any distributions-in-kind to an Investor’s partners or members. Any notice delivered to the Investors pursuant to this Section 6.1(a) (an “Underwritten Offering Notice”) shall be delivered not less than five (5) business days prior to the date of the underwriting agreement for such offering. The Company shall not deliver more than two (2) Underwritten Offering Notices pursuant to clause (x) of Section 6.1(a) in any twelve (12) consecutive month period. (b) In the event of a sale of Common Shares by the Investors in an Underwritten Offeringunderwritten offering pursuant to Section 4.2, if requested in writing by the managing underwriter or underwriters for such underwritten offering, the Company agrees shall use reasonable best efforts to cause its trustees and executive officers and each Qualifying Other Holder to sign a Lock-Up Commitment to the underwriter(s) to not to effect any public sale or distribution (other thanof Common Shares or any securities convertible into or exchangeable or exercisable for Common Shares, in the case of the Company, public sales or distributions solely by and for the account of the Company of securities issued including a sale pursuant to any employee benefit or similar plan Rule 144 (or any dividend reinvestment plansimilar provision then in force) of any under the Securities (or equity or equity-linked securities) during the Act, for a period commencing on the seventh (7th) day prior to the date such underwritten offering commences (such offering being deemed to commence for this purpose on the Company receives a Request from any Holder later of the effective date for the registration statement for such offering or, if applicable, the date of the prospectus supplement for such offering) or, if later, the date of such written request of the underwriter(s), and continuing until one hundred eighty ending no later than the earlier of (180i) ninety (90) days after the effective closing of such underwritten offering and (ii) the date of any Underwritten Offering (or for the expiration of the lock-up imposed on the Investors in respect of such shorter period as the sole or lead managing Underwriter shall request) unless earlier terminated by the sole Underwriter or lead managing Underwriter(s) in such Underwritten Offeringoffering; provided provided, however, that such obligations of the Company with respect to any Qualifying Other Holder shall not apply unless such Qualifying Other Holder is permitted to participate in the case of a Shelf Registration pursuant underwritten offering in accordance with Section 2.2. Notwithstanding anything to Rule 415 of the Securities Act (or any similar rule then in force), the provisions set forth contrary in this Section 3(a6.1, (x) if the Investors fail to sign a Lock-Up Commitment in accordance with, and subject to the terms and limitations set forth in, Section 6.1 (a), then the Company’s obligations under this Section 6.1(c) shall only apply for terminate, and (y) if a Qualifying Other Holder fails to sign a Lock-Up Commitment in accordance with, and subject to the period commencing on terms and limitations set forth in, this Section 6.1(d), then the date of any underwritten take-down and continuing until one hundred and eighty (180Investors’ obligations under Section 6.1(a)(y) days following the date of such underwritten take-down (or for such shorter period as the sole or lead managing Underwriter shall request) unless earlier terminated by the sole Underwriter or lead managing Underwriter(s) in such underwritten take-downterminate. (bc) If requested Notwithstanding the foregoing, the Company shall not, and shall not not be required to use reasonable best efforts to impose, restrictions on sales and distributions of Eligible Securities by the sole Underwriter or lead managing Underwriter(sInvestors for more than one hundred (100) in an Underwritten Offering, the Holders shall not sell or otherwise transfer or dispose of any Securities (or equity or equity-linked securities) of the Company held by the Holders (other than those included days in the registrationaggregate in any twelve (12) during the fourteen (14) day period prior to and the one hundred eighty (180) day period following the effective date (including such effective date), of any offering, or in the case of a Shelf Registration pursuant to Rule 415 of the Securities Act (or any similar rule then in force), the 180 day period following the date of any underwritten take-down, or in either case such shorter period as the sole Underwriter or lead managing Underwriter(s) may request, provided that the obligations described in this Section 3(b) shall not apply to a registration relating solely to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or Rule 145 (or any similar rule then in force) or similar transaction. The Company may impose stop-transfer instructions with respect to the Securities (or equity or equity-linked securities) subject to the foregoing restriction until the end of the applicable period pursuant to the first sentence of this Section 3(b)consecutive month period.

Restrictions on Public Sale. The Beneficial Owners shall: (a) If in the event the Trust is issuing equity securities to the public in an underwritten offering, and, if requested by the sole Underwriter managing underwriter or lead managing Underwriter(sunderwriters for such underwritten offering, subject to Section 4(e) in an Underwritten Offeringabove, the Company agrees not to effect any public sale or distribution (other thanof Registrable Securities or any securities convertible into or exchangeable or exercisable for such Registrable Securities, in the case of the Company, public sales or distributions solely by and for the account of the Company of securities issued including a sale pursuant to any employee benefit or similar plan Rule 144 (or any dividend reinvestment plansimilar provision then in force) of any under the Securities (or equity or equity-linked securities) during the Act, for a period commencing on the tenth (10th) day prior to the date such underwritten offering commences (such offering being deemed to commence for this purpose on the Company receives a Request from any Holder later of the effective date for the registration statement for such offering or, if applicable, the date of the prospectus supplement for such offering) and continuing until one hundred eighty (180) ending 90 days after the effective date of any Underwritten Offering (or for such shorter period as the sole or lead managing Underwriter shall request) unless earlier terminated by the sole Underwriter or lead managing Underwriter(s) in such Underwritten Offering; provided however, that in the case of a Shelf Registration pursuant to Rule 415 of the Securities Act (or any similar rule then in force), the provisions set forth in this Section 3(a) shall only apply for the period commencing on the date of any underwritten take-down and continuing until one hundred and eighty (180) days following the date closing of such underwritten take-down (or for such shorter period as the sole or lead managing Underwriter shall request) unless earlier terminated by the sole Underwriter or lead managing Underwriter(s) in such underwritten take-down.offering; (b) If requested by not, during any period in which any of their Registrable Securities are included in any effective registration statement: (i) effect any stabilization transactions or engage in any stabilization activity in connection with the sole Underwriter Shares or lead managing Underwriter(s) in an Underwritten Offering, the Holders shall not sell or otherwise transfer or dispose of any Securities (or other equity or equity-linked securities) securities of the Company held by Trust in contravention of Rule 104 of Regulation M under the Holders Exchange Act; or (other than those included ii) permit any Affiliated Purchaser (as that term is defined in Rule 101 of Regulation M under the registrationExchange Act) during the fourteen (14) day period prior to and the one hundred eighty (180) day period following the effective date (including such effective date), of bid for or purchase for any offeringaccount in which any Beneficial Owner has a beneficial interest, or attempt to induce any other person to purchase, any Shares in contravention of Rule 102 of Regulation M under the case Exchange Act; and (c) furnish each broker through whom the Beneficial Owners offer Registrable Securities such number of a Shelf Registration pursuant to Rule 415 copies of the Securities Act (or any similar rule then in force), prospectus as such broker may require and otherwise comply with the 180 day period following the date of any underwritten take-down, or in either case such shorter period as the sole Underwriter or lead managing Underwriter(s) may request, provided that the obligations described in this Section 3(b) shall not apply to a registration relating solely to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or Rule 145 (or any similar rule then in force) or similar transaction. The Company may impose stop-transfer instructions with respect to prospectus delivery requirements under the Securities (or equity or equity-linked securities) subject to the foregoing restriction until the end of the applicable period pursuant to the first sentence of this Section 3(b)Act.

Restrictions on Public Sale. (a) If requested by the sole Underwriter or lead managing Underwriter(s) in an Underwritten Offering, The Purchaser hereby covenants with --------------------------- the Company agrees not to effect make any public sale or distribution (other than, in the case of the CompanyShares without effectively causing the prospectus delivery requirement under the Securities Act to be satisfied, public sales or distributions solely by and for the account Purchaser acknowledges and agrees that such Shares are not transferable on the books of the Company due to a public sale unless the certificate submitted to the transfer agent evidencing the Shares is accompanied by a separate officer's certificate: (i) in the form of securities issued Appendix II hereto, (ii) executed by an officer of, or other authorized person designated by, the Purchaser, and (iii) to the effect that (A) the Shares have been sold in accordance with the Registration Statement, the Securities Act and the rules and regulations promulgated thereunder and (B) the requirement of delivering a current prospectus has been satisfied. The Purchaser acknowledges that there may occasionally be times when the Company must suspend the use of the prospectus forming a part of the Registration Statement until such time as an amendment to the Registration Statement has been filed by the Company and declared effective by the Commission, or until such time as the Company has filed an appropriate report with the Commission pursuant to the Exchange Act. The Purchaser hereby covenants that it will not sell any employee benefit or similar plan or any dividend reinvestment plan) of any Securities (or equity or equity-linked securities) Shares pursuant to said prospectus during the period commencing on at the date time at which the Company receives a Request from any Holder gives the Purchaser notice of the suspension of the use of said prospectus and continuing until one hundred eighty (180) days after ending at the effective date of any Underwritten Offering (or for such shorter period as time the sole or lead managing Underwriter shall request) unless earlier terminated by Company gives the sole Underwriter or lead managing Underwriter(s) in such Underwritten Offering; provided however, Purchaser notice that in the case of a Shelf Registration Purchaser may thereafter effect sales pursuant to Rule 415 of the Securities Act (or any similar rule then in force), the provisions set forth in this Section 3(a) shall only apply for the period commencing on the date of any underwritten take-down and continuing until one hundred and eighty (180) days following the date of such underwritten take-down (or for such shorter period as the sole or lead managing Underwriter shall request) unless earlier terminated by the sole Underwriter or lead managing Underwriter(s) in such underwritten take-down. (b) If requested by the sole Underwriter or lead managing Underwriter(s) in an Underwritten Offering, the Holders shall not sell or otherwise transfer or dispose of any Securities (or equity or equity-linked securities) of said prospectus. The Purchaser further covenants to notify the Company held by the Holders (other than those included in the registration) during the fourteen (14) day period prior to and the one hundred eighty (180) day period following the effective date (including such effective date), promptly of any offering, or in the case of a Shelf Registration pursuant to Rule 415 of the Securities Act (or any similar rule then in force), the 180 day period following the date of any underwritten take-down, or in either case such shorter period as the sole Underwriter or lead managing Underwriter(s) may request, provided that the obligations described in this Section 3(b) shall not apply to a registration relating solely to the sale of securities to employees all of the Company pursuant to a stock option, stock purchase or similar plan or Rule 145 (or any similar rule then in force) or similar transaction. The Company may impose stop-transfer instructions with respect to the Securities (or equity or equity-linked securities) subject to the foregoing restriction until the end of the applicable period pursuant to the first sentence of this Section 3(b)its Shares.

Restrictions on Public Sale. (a) If requested Notwithstanding any registration rights set forth in this Agreement, upon written notice by the sole Underwriter Company to the Investors, the Investors shall, in the event (x) the Company is issuing equity securities with an aggregate fair market value of at least $50,000,000 to the public, or lead managing Underwriter(s(y) any Qualifying Other Holder is proposing to sell REIT Class A Shares with an aggregate fair market value of at least $50,000,000, in each case in an Underwritten Offering, and, if requested in writing by the managing underwriter or underwriters for such underwritten offering, not effect (and sign a written commitment to the underwriter(s) (a “Lock-up Commitment”) to not effect) any public sale or distribution of Eligible Securities or any securities convertible into or exchangeable or exercisable for such Eligible Securities, including a sale pursuant to Rule 144 (or any similar provision then in force) under the Securities Act, for a period commencing on the seventh (7th) day prior to the date such underwritten offering commences (such offering being deemed to commence for this purpose on the later of the effective date for the registration statement for such offering or, if applicable, the date of the prospectus supplement for such offering) or, if later, the date of such written request of the underwriter(s), provided that the Lock-up Commitment period shall not exceed the lesser of (i) sixty (60) days and (ii) the duration of similar restrictions agreed to by the Company with respect to the Company’s or its directors’ and executive officers’ activity in other Underwritten Offerings (whichever period is shorter), and in each case, so long as (i) the managing underwriter or underwriters obtains a written commitment of each Company director and executive officer and, in connection with a registration under clause (y) above, the Qualifying Other Holder, to agree to the same restrictions and (ii) the Investors are afforded piggyback and incidental registration rights, as applicable, with respect to such offerings of securities in accordance with, and subject to the restrictions set forth in, Section 2.2 and Section 3.1, respectively; provided, however, that such Lock-up Commitment shall not prohibit transfers or distributions (i) as bona fide gifts or gifts or dispositions by will or intestacy, (ii) to any trust for the direct or indirect benefit of the Investor or the immediate family of the Investor, (iii) in-kind to an Investor’s limited partners, members or stockholders of or other holders of equity interests in the Investor or the estate of any of the foregoing, (iv) to a corporation, partnership, limited liability company or other entity that controls or is controlled by, or is under common control with, the Investor, or is wholly owned by the Investor and/or members of the Investor’s immediate family, (v) to the Investor’s Affiliates or to any investment fund or other entity controlled or managed by the Investor or (vi) to a nominee or custodian or a person or entity to whom a disposition or transfer would be permissible under clauses (i) through (v) above, provided that any transferee in the case of clauses (i) through (v) agrees to be bound by the restrictions set forth in this Section 6.1(a), such transfers are not required to be reported with the SEC on Form 4 in accordance with Section 16 of the Exchange Act. Any notice delivered to the Investors pursuant to this Section 6.1(a) (an “Underwritten Offering Notice”) shall be delivered not less than five (5) Business Days prior to the date of the underwriting agreement for such offering. The Company shall not deliver more than two (2) Underwritten Offering Notices pursuant to this Section 6.1(a) in any twelve (12) consecutive month period. (b) In the event of a sale of REIT Class A Shares by the Investors in an Underwritten Offering pursuant to Section 4.2, if requested in writing by the managing underwriter or underwriters for such Underwritten Offering, the Company will, and shall use reasonable best efforts to cause its directors, executive officers and any other Qualifying Other Holder to, sign a Lock-Up Commitment to the underwriter(s) to not effect any public sale or distribution (other thanof REIT Class A Shares or any securities convertible into or exchangeable or exercisable for REIT Class A Shares, in the case of the Company, public sales or distributions solely by and for the account of the Company of securities issued including a sale pursuant to any employee benefit or similar plan Rule 144 (or any dividend reinvestment plansimilar provision then in force) of any under the Securities (or equity or equity-linked securities) during the Act, for a period commencing on the seventh (7th) day prior to the date such underwritten offering commences (such offering being deemed to commence for this purpose on the Company receives a Request from any Holder and continuing until one hundred eighty (180) days after later of the effective date of any Underwritten Offering (or for the registration statement for such shorter period as the sole or lead managing Underwriter shall request) unless earlier terminated by the sole Underwriter or lead managing Underwriter(s) in such Underwritten Offering; provided howeveroffering or, that in the case of a Shelf Registration pursuant to Rule 415 of the Securities Act (or any similar rule then in force)if applicable, the provisions set forth in this Section 3(a) shall only apply for the period commencing on the date of any underwritten take-down and continuing until one hundred and eighty (180the prospectus supplement for such offering) days following or, if later, the date of such underwritten take-down (or for such shorter period as the sole or lead managing Underwriter shall request) unless earlier terminated by the sole Underwriter or lead managing Underwriter(s) in such underwritten take-down. (b) If requested by the sole Underwriter or lead managing Underwriter(s) in an Underwritten Offering, the Holders shall not sell or otherwise transfer or dispose of any Securities (or equity or equity-linked securities) written request of the Company held by the Holders (other than those included in the registration) during the fourteen (14) day period prior to and the one hundred eighty (180) day period following the effective date (including such effective dateunderwriter(s), of any offering, or in the case of a Shelf Registration pursuant to Rule 415 of the Securities Act (or any similar rule then in force), the 180 day period following the date of any underwritten take-down, or in either case such shorter period as the sole Underwriter or lead managing Underwriter(s) may request, provided that the obligations described in this Section 3(b) Lock-up Commitment period shall not apply exceed the lesser of (i) sixty (60) days, (ii) the duration of similar restrictions agreed to a registration relating solely to the sale of securities to employees of by the Company pursuant to a stock option, stock purchase or similar plan or Rule 145 (or any similar rule then in force) or similar transaction. The Company may impose stop-transfer instructions with respect to the Securities Company’s or its directors’ and executive officers’ activity in other Underwritten Offerings and (or equity or equityii) the date of the expiration of the lock-linked securitiesup imposed on the Investors in respect of such offering (whichever period is shorter). Notwithstanding anything to the contrary in this Section 6.1, (x) if the Investors fail to sign a Lock-Up Commitment in accordance with, and subject to the foregoing restriction until terms and limitations set forth in, Section 6.1(a)(x), then the end of Company’s obligations under this Section 6.1(b) shall terminate, (y) if the applicable period pursuant Company fails to sign a Lock-Up Commitment in accordance with, and subject to the first sentence of terms and limitations set forth in, this Section 3(b6.1(b), then the Investors’ obligations under Section 6.1(a)(x) shall terminate and (z) if a Qualifying Other Holder fails to sign a Lock-Up Commitment in accordance with, and subject to the terms and limitations set forth in, this Section 6.1(b), then the Investors’ obligations under Section 6.1(a)(y) shall terminate with respect to such Qualifying Other Holder. (c) Notwithstanding the foregoing, the Company shall not, and shall not be required to, use reasonable best efforts to impose restrictions on sales and distributions of Eligible Securities by the Investors for more than one hundred (100) days in the aggregate in any twelve (12) consecutive month period.

Restrictions on Public Sale. (a) Section 3.1 If requested by the sole Underwriter or lead managing Underwriter(s) in an Underwritten Offering, the Company agrees not to effect any public sale or distribution (other than, in the case of the Company, public sales or distributions solely by and for the account of the Company of securities issued pursuant to any employee benefit or similar plan or any dividend reinvestment plan) of any Securities (or equity or equity-linked securities) securities during the period commencing on the date the Company receives a Request from any Holder MFP and Franklin and continuing until one hundred eighty (180) 90 days after the effective date commencement of any Underwritten Offering (or for such shorter period as the sole or lead managing Underwriter shall request) unless earlier terminated by the sole Underwriter or lead managing Underwriter(s) in such Underwritten Offering; provided however, that . Section 3.2 If requested by the sole Underwriter or lead managing Underwriter(s) in an Underwritten Offering in which (i) the case of a Shelf Registration MFP Investor and the Franklin Investor (a) have been given an opportunity to participate pursuant to Rule 415 Section 2.3 hereof and (b) have declined to participate and (ii) (a) the Chief Executive Officer and/or the Chief Financial Officer of the Securities Act Company (or any similar rule then persons in forcesubstantially equivalent positions), in their capacities as such and (b) other holders of more than 1% of the provisions set forth Shares, in this Section 3(aeach case, have agreed to the restrictions described below, such declining Investor(s) shall only apply for and any other Holders agree not to effect any public sale or distribution of any equity or equity-linked securities during the period commencing on the date being no more than 10 days prior to the effectiveness of any underwritten take-down the Registration Statement pursuant to which such public offering shall be made and continuing until one hundred and eighty (180) 60 days following after the date of such underwritten take-down the underwriting agreement in connection with any Underwritten Offering (or for such shorter period as the sole or lead managing Underwriter shall request) unless earlier terminated by the sole Underwriter or lead managing Underwriter(s) in such underwritten take-down. (b) Underwritten Offering. If requested by the sole Underwriter or lead managing Underwriter(s) in an Underwritten Offering, the Holders shall not sell or otherwise transfer or dispose waive any provision of any Securities (or equity or equityapplicable lock-linked securities) of the Company held by the Holders (other than those included in the registration) during the fourteen (14) day period prior to and the one hundred eighty (180) day period following the effective date (including such effective date), of up agreement for any offeringPerson, or in the case of a Shelf Registration pursuant shall grant an exception to Rule 415 of the Securities Act (any provisions thereof, such waiver or any similar rule then in force), the 180 day period following the date of any underwritten take-down, or in either case such shorter period as the sole Underwriter or lead managing Underwriter(s) may request, provided that the obligations described in this Section 3(b) exception shall not apply to a registration relating solely to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or Rule 145 (or any similar rule then in force) or similar transaction. The Company may impose stop-transfer instructions with respect to any lock-up agreements executed by and among the Securities (or equity or equity-linked securitiesUnderwriter(s) subject to and the foregoing restriction until Holders in the end of same amounts, for the applicable period pursuant to same duration and with the first sentence of this Section 3(b)same force and effect.

Restrictions on Public Sale. Notwithstanding any registration rights set forth in this Agreement, upon written notice to the Investors, the Investors shall, in the event (ax) If the Company is issuing equity securities to the public, or (y) any Qualifying Other Holder is proposing to sell Common Shares with an aggregate fair market value of at least $50,000,000, in each case in an underwritten offering, and, if requested in writing by the sole Underwriter managing underwriter or lead managing Underwriter(sunderwriters for such underwritten offering, not effect (and sign a written commitment to the underwriter(s) in an Underwritten Offering, the Company agrees (a “Lock-up Commitment”) to not to effect effect) any public sale or distribution (other thanof Eligible Securities or any securities convertible into or exchangeable or exercisable for such Eligible Securities, in the case of the Company, public sales or distributions solely by and for the account of the Company of securities issued including a sale pursuant to any employee benefit or similar plan Rule 144 (or any dividend reinvestment plansimilar provision then in force) of any under the Securities (or equity or equity-linked securities) during the Act, for a period commencing on the tenth (10th) business day prior to the date such underwritten offering commences (such offering being deemed to commence for this purpose on the Company receives a Request from any Holder later of the effective date for the registration statement for such offering or, if applicable, the date of the prospectus supplement for such offering) or, if later, the date of such written request of the underwriter(s), and continuing until one hundred eighty ending after the earlier of (180i) ninety (90) days after the effective date closing of any Underwritten Offering such underwritten offering and (or for such shorter period as the sole or lead managing Underwriter shall requestii) unless earlier terminated by the sole Underwriter or lead managing Underwriter(s) in such Underwritten Offering; provided however, that in the case of a Shelf Registration pursuant to Rule 415 of the Securities Act (or any similar rule then in force), the provisions set forth in this Section 3(a) shall only apply for the period commencing on the date of any underwritten takethe expiration of the lock-down up imposed by the underwriter on the Company in respect of such offering, so long as the managing underwriter or underwriters obtains a written commitment of each Company trustee and continuing until one hundred executive officer and eighty each Qualifying Other Holder to agree to the same restrictions. Any notice delivered to the Investors pursuant to this Section 6.1(a) (180an “Underwritten Offering Notice”) shall be delivered not less than five (5) business days following prior to the date of such underwritten take-down (or the underwriting agreement for such shorter period as the sole or lead managing Underwriter shall request) unless earlier terminated by the sole Underwriter or lead managing Underwriter(s) in such underwritten take-downoffering. (b) If requested by the sole Underwriter or lead managing Underwriter(s) in an Underwritten Offering, the Holders shall not sell or otherwise transfer or dispose of any Securities (or equity or equity-linked securities) of the Company held by the Holders (other than those included in the registration) during the fourteen (14) day period prior to and the one hundred eighty (180) day period following the effective date (including such effective date), of any offering, or in the case of a Shelf Registration pursuant to Rule 415 of the Securities Act (or any similar rule then in force), the 180 day period following the date of any underwritten take-down, or in either case such shorter period as the sole Underwriter or lead managing Underwriter(s) may request, provided that the obligations described in this Section 3(b) shall not apply to a registration relating solely to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or Rule 145 (or any similar rule then in force) or similar transaction. The Company may impose stop-transfer instructions with respect to the Securities (or equity or equity-linked securities) subject to the foregoing restriction until the end of the applicable period pursuant to the first sentence of this Section 3(b).