Common use of Stand Off Agreement Clause in Contracts

Stand Off Agreement. Without the written consent of Sales Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any shares of Common Stock or securities convertible into or exchangeable for Common Stock (other than Common Shares hereunder), warrants or any rights to purchase or acquire, Common Stock during the period beginning on the first (1st) Trading Day immediately prior to the date on which any Issuance Notice is delivered to Sales Agent hereunder and ending on the first (1st) Trading Day immediately following the Settlement Date with respect to Common Shares sold pursuant to such Issuance Notice (each a “Stand Off Period”); provided, however, that such restriction will not be required in connection with the Company’s issuance or sale of (i) Common Stock, options to purchase shares of Common Stock or Common Stock issuable upon the exercise of options pursuant to any current or future employee or director stock option, incentive or benefit plan, employee stock purchase, long-term incentive plan, deferred compensation plan or ownership plan or dividend reinvestment plan (but not shares subject to a waiver to exceed plan limits in its stock purchase plan) of the Company, (ii) Common Stock issuable upon conversion of securities or the exercise of warrants, options or other rights disclosed in the Company’s Commission filings and (iii) Common Stock issuable as consideration in connection with acquisitions of business, assets or securities of other Persons. The settlement of Common Shares which have been sold pursuant to the Alternative Sales Agency Agreements are permitted pursuant to this Section 4.10 without the consent of Sales Agent.

Stand Off Agreement. Without the written consent of Sales AgentBNYMCM, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any shares of Common Stock or securities convertible into or exchangeable for Common Stock (other than Common Shares hereunder), warrants or any rights to purchase or acquire, Common Stock during the period beginning on the first fifth (1st5th) Trading Day immediately prior to the date on which any Issuance Notice is delivered to Sales Agent BNYMCM hereunder and ending on the first fifth (1st5th) Trading Day immediately following the Settlement Date with respect to Common Shares sold pursuant to such Issuance Notice (each a the “Stand Off Period”); provided, however, that such restriction will not be required in connection with the Company’s issuance or sale of (i) Common Stock, options to purchase shares of Common Stock or Common Stock issuable upon the exercise of options pursuant to any current or future employee or director stock option, incentive option or benefit plan, employee stock purchase, long-term incentive plan, deferred compensation plan purchase or ownership plan or dividend reinvestment plan (but not shares subject to a waiver to exceed plan limits in its stock purchase plan) of the Company, (ii) Common Stock issuable upon conversion of securities or the exercise of warrants, options or other rights disclosed in the Company’s Commission filings and (iii) Common Stock issuable as consideration in connection with acquisitions of business, assets or securities of other Persons. The settlement of Common Shares which have been sold pursuant to the Alternative Sales Agency Agreements are permitted pursuant to this Section 4.10 without the consent of Sales Agent.; and

Stand Off Agreement. Without the written consent of Sales AgentXxxxxxx Xxxxx, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any shares of Common Stock or securities convertible into or exchangeable for Common Stock (other than Common Shares hereunder), warrants or any rights to purchase or acquire, Common Stock during the period beginning on the first (1st) Trading Day immediately prior to the date on which any Issuance Notice is delivered to Sales Agent Xxxxxxx Xxxxx hereunder and ending on the first (1st) Trading Day immediately following the Settlement Date with respect to Common Shares sold pursuant to such Issuance Notice (each a the “Stand Off Period”); provided, however, that such restriction will not be required in connection with the Company’s issuance or sale of (i) Common Stock, options to purchase shares of Common Stock or Common Stock issuable upon the exercise of options or other equity awards pursuant to any current or future employee or director stock option, incentive or benefit plan, employee stock purchase, long-term incentive plan, deferred compensation plan purchase or ownership plan or dividend reinvestment plan (but not shares subject to a waiver to exceed plan limits in its stock purchase plan) of the Company, (ii) Common Stock issuable upon conversion of securities or the exercise of warrants, options or other rights disclosed in the Company’s Commission filings and (iii) Common Stock issuable as consideration in connection with acquisitions of business, assets or securities of other Persons. The settlement of Common Shares which have been sold pursuant to the Alternative Sales Agency Agreements are permitted pursuant to this Section 4.10 without the consent of Sales Agent.Xxxxxxx Xxxxx;

Stand Off Agreement. Without the written consent of Sales AgentKBCM and the Forward Seller, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any shares of Common Stock Shares or securities convertible into or exchangeable for Common Stock Shares (other than Common Shares hereunder), warrants or any rights to purchase or acquire, acquire Common Stock Shares during the period beginning on the first (1st) Trading Day immediately prior to the date on which specified in any Issuance Transaction Notice is delivered to Sales Agent KBCM or the Forward Seller and the Forward Purchaser, as the case may be, hereunder and ending on the first (1st) Trading Day immediately following the last Settlement Date with respect to Common Shares sold pursuant to such Issuance Transaction Notice (each a the “Stand Off Period”); provided, however, that such restriction will not be required in connection with the Company’s issuance or sale of (i) Issuance Shares pursuant to any Transaction Notice (or the sale of Forward Hedge Shares by the Forward Seller, on behalf of the Company, pursuant to any Transaction Notice, if applicable), (ii) Common StockShares, options to purchase shares of Common Stock Shares or Common Stock Shares issuable upon the exercise of options or other equity awards pursuant to any current or future employee or director stock share option, incentive or benefit plan, employee stock purchaseshare purchase or ownership plan, long-term incentive plan, deferred distribution reinvestment plan or other compensation plan or ownership plan or dividend reinvestment plan (but not shares subject to a waiver to exceed plan limits in its stock purchase plan) of the CompanyCompany or its subsidiaries, whether currently existing or adopted hereafter, (iiiii) Common Stock Shares issuable upon conversion of securities or the exercise of warrants, options or other rights disclosed in the Company’s Commission filings and filings, (iiiiv) Common Stock Shares issuable as consideration in connection with acquisitions of business, assets or securities of other PersonsPersons and (v) Common Shares issuable by the Company upon settlement of any Forward Contract. The settlement For the avoidance of doubt, this Section 4.10 shall not prohibit the sale of Common Shares which have been sold pursuant to by the Alternative Sales Agency Agreements are permitted pursuant to this Section 4.10 without the consent of Sales AgentForward Purchaser.

Stand Off Agreement. Without the written consent of Sales Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any shares of Common Stock or securities convertible into or exchangeable for Common Stock (other than Common Shares hereunder), warrants or any rights to purchase or acquire, Common Stock during the period beginning on the first (1st) Trading Day immediately prior to the date on which any Issuance Notice is delivered to Sales Agent hereunder and ending on the first (1st) Trading Day immediately following the Settlement Date with respect to Common Shares sold pursuant to such Issuance Notice (each a “Stand Off Period”); provided, however, that such restriction restrictions will not be required in connection with the Company’s issuance or sale of apply to (i) shares of Common StockStock issued upon the exercise of an option or a warrant or the conversion or exchange of a security, in each case, outstanding before the commencement of the Stand Off Period (or issued during the Stand Off Period pursuant to one of the following exceptions), (ii) the grant of options to purchase shares of Common Stock or the issuance of shares of Common Stock, OP Units or any securities convertible into or exercisable for Common Stock issuable upon by the exercise of options Company to employees, officers, directors, advisors or consultants pursuant to any current or future director or employee or director stock option, incentive equity or benefit plan, employee stock purchase, long-term incentive plan, deferred compensation plan (iii) shares of Common Stock purchased or ownership plan sold under any current or future dividend reinvestment plan (but not shares subject to a waiver to exceed plan limits in its and stock purchase plan) plan of the Company, (iiiv) any shares of Common Stock issuable or OP Units issued upon conversion redemption or exchange of securities OP Units, or the exercise (v) any shares of warrants, options or other rights disclosed in the Company’s Commission filings and (iii) Common Stock issuable as or any securities convertible into or exercisable or exchangeable for Common Stock issued in full or partial consideration in connection with future acquisitions of business, assets or securities of other Personsstrategic investments. The settlement of Common Shares which have been sold pursuant to the Alternative Sales Agency Agreements are permitted pursuant to this Section 4.10 4.09 without the consent of Sales Agent.;

Stand Off Agreement. Without the written consent of Sales AgentXxxxxxx Xxxxx, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any shares of Common Stock or securities convertible into or exchangeable for Common Stock (other than Common Shares hereunder), warrants or any rights to purchase or acquire, Common Stock during the period beginning on the first (1st) Trading Day immediately prior to the date on which any Issuance Notice is delivered to Sales Agent Xxxxxxx Xxxxx hereunder and ending on the first (1st) Trading Day immediately following the Settlement Date with respect to Common Shares sold pursuant to such Issuance Notice (each a the “Stand Off Period”); provided, however, that such restriction will not be required in connection with the Company’s issuance or sale of (i) Common Stock, options to purchase shares of Common Stock or Common Stock issuable upon the exercise of options or other equity awards pursuant to any current or future employee or director stock option, incentive or benefit plan, employee stock purchase, long-term incentive plan, deferred compensation plan purchase or ownership plan or dividend reinvestment plan (but not shares subject to a waiver to exceed plan limits in its stock purchase plan) of the Company, (ii) Common Stock issuable upon conversion of securities or the exercise of warrants, options or other rights disclosed in the Company’s Commission filings and (iii) Common Stock issuable as consideration in connection with acquisitions of business, assets or securities of other Persons. The settlement of Common Shares which have been sold pursuant to the Alternative Sales Agency Agreements are permitted pursuant to this Section 4.10 without the consent of Sales Agent.;

Stand Off Agreement. Without the written consent of Sales AgentJPMorgan, the Company EQR will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any shares of Common Stock Shares or securities convertible into or exchangeable for Common Stock Shares (other than Common Program Shares hereunder), warrants or any rights to purchase or acquire, Common Stock Shares during the period beginning on the first (1st) Trading Day immediately prior to the date on which any Issuance Notice is delivered to Sales Agent JPMorgan hereunder and ending on the first (1st) Trading Day immediately following the Settlement Date with respect to Common Program Shares sold pursuant to such Issuance Notice (each a “Stand Off Period”); provided, however, that such restriction will not be required in connection with the CompanyEQR’s issuance or sale of (i) Common StockShares, options to purchase shares of Common Stock Shares or Common Stock Shares issuable upon the exercise of options pursuant to any current or future employee or director stock option, incentive or benefit plan, employee stock purchase, long-term incentive plan, deferred compensation plan or ownership plan or dividend reinvestment plan (but not shares subject to a waiver to exceed plan limits in its stock purchase plan) of the CompanyTransaction Entities, (ii) Common Stock Shares issuable upon conversion of securities or the exercise of warrants, options or other rights disclosed in the CompanyEQR’s Commission filings and (iii) Common Stock Shares or limited partnership interests in ERP issuable as consideration in connection with acquisitions of business, assets or securities of other Persons. The settlement of Common Program Shares which have been sold pursuant to the Alternative Sales Agency Agreements are permitted pursuant to this Section 4.10 without the consent of Sales Agent.JPMorgan;

Stand Off Agreement. Without the written consent of Sales AgentBNYCMI, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any shares of Common Stock or securities convertible into or exchangeable for Common Stock (other than Common Shares hereunder), warrants or any rights to purchase or acquire, Common Stock during the period beginning on the first (1st) Trading Day immediately prior to the date on which any Issuance Notice is delivered to Sales Agent BNYCMI hereunder and ending on the first (1st) Trading Day immediately following the last Settlement Date with respect to Common Shares sold pursuant to such Issuance Notice (each a “Stand Off Period”)Notice; provided, however, that such restriction will not be required in connection with the Company’s issuance or sale of (i) Common Stock, options to purchase shares of Common Stock or Common Stock issuable upon the exercise of options pursuant to any current or future employee or director stock option, incentive restricted stock unit or benefit planplan (including dividend reinvestment thereunder), employee stock purchase, long-term incentive plan, deferred compensation plan purchase or ownership plan or dividend reinvestment plan (but not shares subject to a waiver to exceed in excess of plan limits in its stock purchase planeffect on the date hereof without giving effect to any waiver thereof) of the Company, (ii) Common Stock issuable upon conversion of securities or the exercise of warrants, options or other rights disclosed in the Company’s Commission filings and (iii) Common Stock issuable as consideration in connection with acquisitions of business, assets or securities of other Persons. The settlement of Common Shares which have been sold pursuant to the Alternative Sales Agency Agreements are permitted pursuant to this Section 4.10 without the consent of Sales Agent.

Stand Off Agreement. Without the written consent of Sales AgentBNYMCM, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any shares of Common Stock or securities convertible into or exchangeable for Common Stock (other than Common Shares hereunder), warrants or any rights to purchase or acquire, Common Stock during the period beginning on the first (1st) Trading Day immediately prior to the date on which any Issuance Notice is delivered to Sales Agent BNYMCM hereunder and ending on the first (1st) Trading Day immediately following the Settlement Date with respect to Common Shares sold pursuant to such Issuance Notice (each a the “Stand Off Period”); provided, however, that such restriction will not be required in connection with the Company’s issuance or sale of (i) Common Stock, options to purchase shares of Common Stock or Common Stock issuable upon the exercise of options or other equity awards pursuant to any current or future employee or director stock option, incentive or benefit plan, employee stock purchase, long-term incentive plan, deferred compensation plan purchase or ownership plan or dividend reinvestment plan (but not shares subject to a waiver to exceed plan limits in its stock purchase plan) of the Company, (ii) Common Stock issuable upon conversion of securities or the exercise of warrants, options or other rights disclosed in the Company’s Commission filings and (iii) Common Stock issuable as consideration in connection with acquisitions of business, assets or securities of other Persons. The settlement of Common Shares which have been sold pursuant to the Alternative Sales Agency Agreements are permitted pursuant to this Section 4.10 without the consent of Sales Agent.BNYMCM;

Stand Off Agreement. Without the written consent of Sales the Covered Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any shares of Common Stock or securities convertible into or exchangeable for Common Stock (other than Common Shares hereunder), warrants or any rights to purchase or acquire, Common Stock during the period beginning on the first (1st) Trading Day immediately prior to the date on which any Issuance Notice is delivered to Sales the Covered Agent hereunder and ending on the first (1st) Trading Day immediately following the Settlement Date with respect to Common Shares sold pursuant to such Issuance Notice (each a the “Stand Off Period”); provided, however, that such restriction will not be required in connection with the Company’s issuance or sale of (i) Common Stock, options to purchase shares of Common Stock or Common Stock issuable upon the exercise of options or other equity awards pursuant to any current or future employee or director stock option, incentive or benefit plan, employee stock purchase, long-term incentive plan, deferred compensation plan purchase or ownership plan or dividend reinvestment plan (but not shares subject to a waiver to exceed plan limits in its stock purchase plan) of the Company, (ii) Common Stock issuable upon conversion of securities or the exercise of warrants, options or other rights disclosed in the Company’s Commission filings and (iii) Common Stock issuable as consideration in connection with acquisitions of business, assets or securities of other Persons. The settlement of Common Shares which have been sold pursuant to the Alternative Sales Agency Agreements are permitted pursuant to this Section 4.10 without the consent of Sales the Covered Agent.

Stand Off Agreement. Without the written consent of Sales the Agent, the Company will shall not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any shares of Common Stock Shares or securities convertible into or exchangeable for Common Stock Shares (other than Common Shares hereunder), warrants or any rights to purchase or acquireacquire Common Shares, Common Stock during the period beginning on the first (1st) Trading Day immediately prior to the date on which any Issuance Notice is delivered to Sales the Agent hereunder and ending on the first (1st) Trading Day immediately following the Settlement Date with respect to Common Shares sold pursuant to such Issuance Notice (each a the “Stand Off Period”); provided, however, that such restriction will not be required in connection with the Company’s issuance or sale of (i) Common StockShares, options to purchase shares of Common Stock Shares or Common Stock Shares issuable upon the exercise of options or other equity awards pursuant to any current or future employee or director stock share option, incentive or benefit plan, employee stock purchaseshare purchase or ownership plan, long-term incentive plan, deferred distribution reinvestment plan or other compensation plan or ownership plan or dividend reinvestment plan (but not shares subject to a waiver to exceed plan limits in its stock purchase plan) of the CompanyCompany or its subsidiaries, as in effect on the Effective Date, (ii) Common Stock Shares issuable upon conversion of securities or the exercise of warrants, options or other rights disclosed in equity awards outstanding at the Company’s Commission filings and Effective Date, or (iii) Common Stock Shares or warrants issuable as consideration in connection with acquisitions of business, assets or securities of other Persons. The settlement of Common Shares which have been sold pursuant to the Alternative Sales Agency Agreements are permitted terms of any warrants outstanding at the Effective Date (including any Common Shares or warrants issuable pursuant to this Section 4.10 without the consent terms of Sales Agentany additional warrants or other securities issued in respect thereof, including pursuant to anti-dilution and preemptive rights provisions), or any other agreement in effect at the Effective Date.

Stand Off Agreement. Without the written consent of Sales AgentXxxxx Fargo, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any shares of Common Stock or securities convertible into or exchangeable for Common Stock (other than Common Shares hereunder), warrants or any rights to purchase or acquire, Common Stock (other than Common Shares hereunder) during the period beginning on the first (1st) Trading Day immediately prior to the date on which any Issuance Notice is delivered to Sales Agent Xxxxx Fargo hereunder and ending on the first (1st) Trading Day immediately following the last Settlement Date with respect to Common Shares sold pursuant to such Issuance Notice (each a “Stand Off Period”)Notice; provided, however, that such restriction will not be required in connection with the Company’s issuance or sale of (i) Common Stock, options to purchase shares of Common Stock or Common Stock issuable upon the exercise of options or other rights pursuant to any current or future employee or director stock option, incentive option or benefit plan, employee stock purchase, long-term incentive plan, deferred compensation plan purchase or ownership plan (whether currently existing or adopted hereafter) or dividend reinvestment plan (but not shares subject to a waiver to exceed plan limits in its stock purchase plan) of the Company, (ii) Common Stock issuable upon conversion of securities or the exercise of warrants, options or other rights disclosed in the Company’s 's Commission filings and (iii) Common Stock issuable as consideration in connection with acquisitions of business, assets or securities of other Persons. The settlement of Common Shares which have been sold pursuant to the Alternative Sales Agency Agreements are permitted pursuant to this Section 4.10 without the consent of Sales Agent.

Stand Off Agreement. Without the written consent of Sales AgentJefferies, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any shares of Common Stock or securities convertible into or exchangeable for Common Stock (other than Common Shares hereunder), warrants or any rights to purchase or acquire, Common Stock during the period beginning on the first (1st) Trading Day immediately prior to the date on which any Issuance Notice is delivered to Sales Agent Jefferies hereunder and ending on the first (1st) Trading Day immediately following the Settlement Date with respect to Common Shares sold pursuant to such Issuance Notice (each a the “Stand Off Period”); provided, however, that such restriction will not be required in connection with the Company’s issuance or sale of (i) Common Stock, options to purchase shares of Common Stock or Common Stock issuable upon the exercise of options or other equity awards pursuant to any current or future employee or director stock option, incentive or benefit plan, employee stock purchase, long-term incentive plan, deferred compensation plan purchase or ownership plan or dividend reinvestment plan (but not shares subject to a waiver to exceed plan limits in its stock purchase plan) of the Company, (ii) Common Stock issuable upon conversion of securities or the exercise of warrants, options or other rights disclosed in the Company’s Commission filings and (iii) Common Stock issuable as consideration in connection with acquisitions of business, assets or securities of other Persons. The settlement of Common Shares which have been sold pursuant to the Alternative Sales Agency Agreements are permitted pursuant to this Section 4.10 without the consent of Sales Agent.Jefferies;

Stand Off Agreement. Without the written consent of Sales AgentBNYMCM, the Company EQR will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any shares of Common Stock Shares or securities convertible into or exchangeable for Common Stock Shares (other than Common Program Shares hereunder), warrants or any rights to purchase or acquire, Common Stock Shares during the period beginning on the first (1st) Trading Day immediately prior to the date on which any Issuance Notice is delivered to Sales Agent BNYMCM hereunder and ending on the first (1st) Trading Day immediately following the Settlement Date with respect to Common Program Shares sold pursuant to such Issuance Notice (each a “Stand Off Period”); provided, however, that such restriction will not be required in connection with the CompanyEQR’s issuance or sale of (i) Common StockShares, options to purchase shares of Common Stock Shares or Common Stock Shares issuable upon the exercise of options pursuant to any current or future employee or director stock option, incentive or benefit plan, employee stock purchase, long-term incentive plan, deferred compensation plan or ownership plan or dividend reinvestment plan (but not shares subject to a waiver to exceed plan limits in its stock purchase plan) of the CompanyTransaction Entities, (ii) Common Stock Shares issuable upon conversion of securities or the exercise of warrants, options or other rights disclosed in the CompanyEQR’s Commission filings and (iii) Common Stock Shares or limited partnership interests in ERP issuable as consideration in connection with acquisitions of business, assets or securities of other Persons. The settlement of Common Program Shares which have been sold pursuant to the Alternative Sales Agency Agreements are permitted pursuant to this Section 4.10 without the consent of Sales Agent.BNYMCM;

Stand Off Agreement. Without the written consent of Sales AgentXxxxxx Xxxxxxx, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any shares of Common Stock or securities convertible into or exchangeable for Common Stock (other than Common Shares hereunder), warrants or any rights to purchase or acquire, Common Stock during the period beginning on the first (1st) Trading Day immediately prior to the date on which any Issuance Notice is delivered to Sales Agent Xxxxxx Xxxxxxx hereunder and ending on the first (1st) Trading Day immediately following the Settlement Date with respect to Common Shares sold pursuant to such Issuance Notice (each a “Stand Off Period”); provided, however, that such restriction restrictions will not be required in connection with the Company’s issuance or sale of apply to (i) shares of Common StockStock issued upon the exercise of an option or a warrant or the conversion of a security outstanding before the commencement of the Stand Off Period (or issued during the Stand Off Period pursuant to one of the following exceptions), (ii) the grant of options to purchase shares of Common Stock or the issuance of shares of Common Stock, OP Units or any securities convertible into or exercisable for Common Stock issuable upon by the exercise of options Company to employees, officers, directors, advisors or consultants pursuant to any current or future director or employee or director stock option, incentive equity or benefit plan, employee stock purchase, long-term incentive plan, deferred compensation plan (iii) shares of Common Stock purchased or ownership plan sold under any current or future dividend reinvestment plan (but not shares subject to a waiver to exceed plan limits in its and stock purchase plan) plan of the Company, (iiiv) any shares of Common Stock issuable or OP Units issued upon conversion redemption or exchange of securities OP Units, or the exercise (v) any shares of warrants, options or other rights disclosed in the Company’s Commission filings and (iii) Common Stock issuable as or any securities convertible into or exercisable or exchangeable for Common Stock issued in full or partial consideration in connection with future acquisitions of business, assets or securities of other Personsstrategic investments. The settlement of Common Shares which have been sold pursuant to the Alternative Sales Agency Agreements are permitted pursuant to this Section 4.10 4.09 without the consent of Sales Agent.Xxxxxx Xxxxxxx;

Stand Off Agreement. Without the written consent of Sales AgentBNYMCM, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any shares of Common Stock or securities convertible into or exchangeable for Common Stock (other than Common Shares hereunder), warrants or any rights to purchase or acquire, Common Stock during the period beginning on the first fifth (1st5th) Trading Day immediately prior to the date on which any Issuance Notice is delivered to Sales Agent BNYMCM hereunder and ending on the first fifth (1st5th) Trading Day immediately following the Settlement Date with respect to Common Shares sold pursuant to such Issuance Notice (each a the “Stand Off Period”); provided, however, that such restriction will not be required in connection with the Company’s 's issuance or sale of (i) Common Stock, options to purchase shares of Common Stock or Common Stock issuable upon the exercise of options pursuant to any current or future employee or director stock option, incentive option or benefit plan, employee stock purchase, long-term incentive plan, deferred compensation plan purchase or ownership plan or dividend reinvestment plan (but not shares subject to a waiver to exceed plan limits in its stock purchase plan) of the Company, (ii) Common Stock issuable upon conversion of securities or the exercise of warrants, options or other rights disclosed in the Company’s 's Commission filings and (iii) Common Stock issuable as consideration in connection with acquisitions of business, assets or securities of other Persons. The settlement of Common Shares which have been sold pursuant to the Alternative Sales Agency Agreements are permitted pursuant to this Section 4.10 without the consent of Sales Agent.; and

Stand Off Agreement. Without the written consent of Sales AgentWFS, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any shares of Common Stock or securities convertible into or exchangeable for Common Stock (other than Common Shares hereunder), warrants or any rights to purchase or acquire, Common Stock during the period beginning on the first (1st) Trading Day immediately prior to the date on which any Issuance Notice is delivered to Sales Agent WFS hereunder and ending on the first (1st) Trading Day immediately following the Settlement Date with respect to Common Shares sold pursuant to such Issuance Notice (each a the “Stand Off Period”); provided, however, that such restriction will not be required in connection with the Company’s issuance or sale of (i) Common Stock, options to purchase shares of Common Stock or Common Stock issuable upon the exercise of options or other equity awards pursuant to any current or future employee or director stock option, incentive or benefit plan, employee stock purchase, long-term incentive plan, deferred compensation plan purchase or ownership plan or dividend reinvestment plan (but not shares subject to a waiver to exceed plan limits in its stock purchase plan) of the Company, (ii) Common Stock issuable upon conversion of securities or the exercise of warrants, options or other rights disclosed in the Company’s Commission filings and (iii) Common Stock issuable as consideration in connection with acquisitions of business, assets or securities of other Persons. The settlement of Common Shares which have been sold pursuant to the Alternative Sales Agency Agreements are permitted pursuant to this Section 4.10 without the consent of Sales Agent.WFS;

Stand Off Agreement. Without the written consent of Sales AgentXxxxxxx Xxxxx, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any shares of Common Stock or securities convertible into or exchangeable for Common Stock (other than Common Shares hereunder), warrants or any rights to purchase or acquire, Common Stock during the period beginning on the first (1st) Trading Day immediately prior to the date on which any Issuance Notice is delivered to Sales Agent Xxxxxxx Xxxxx hereunder and ending on the first (1st) Trading Day immediately following the Settlement Date with respect to Common Shares sold pursuant to such Issuance Notice (each a “Stand Off Period”); provided, however, that such restriction restrictions will not be required in connection with the Company’s issuance or sale of apply to (i) shares of Common StockStock issued upon the exercise of an option or a warrant or the conversion of a security outstanding before the commencement of the Stand Off Period (or issued during the Stand Off Period pursuant to one of the following exceptions), (ii) the grant of options to purchase shares of Common Stock or the issuance of shares of Common Stock, OP Units or any securities convertible into or exercisable for Common Stock issuable upon by the exercise of options Company to employees, officers, directors, advisors or consultants pursuant to any current or future director or employee or director stock option, incentive equity or benefit plan, employee stock purchase, long-term incentive plan, deferred compensation plan (iii) shares of Common Stock purchased or ownership plan sold under any current or future dividend reinvestment plan (but not shares subject to a waiver to exceed plan limits in its and stock purchase plan) plan of the Company, (iiiv) any shares of Common Stock issuable or OP Units issued upon conversion redemption or exchange of securities OP Units, or the exercise (v) any shares of warrants, options or other rights disclosed in the Company’s Commission filings and (iii) Common Stock issuable as or any securities convertible into or exercisable or exchangeable for Common Stock issued in full or partial consideration in connection with future acquisitions of business, assets or securities of other Personsstrategic investments. The settlement of Common Shares which have been sold pursuant to the Alternative Sales Agency Agreements are permitted pursuant to this Section 4.10 4.09 without the consent of Sales Agent.Xxxxxxx Xxxxx;

Stand Off Agreement. Without the written consent of Sales AgentBofAML, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any shares of Common Stock or securities convertible into or exchangeable for Common Stock (other than Common Shares hereunder), warrants or any rights to purchase or acquire, Common Stock during the period beginning on the first (1st) Trading Day immediately prior to the date on which any Issuance Notice is delivered to Sales Agent BofAML hereunder and ending on the first (1st) Trading Day immediately following the Settlement Date with respect to Common Shares sold pursuant to such Issuance Notice (each a the “Stand Off Period”); provided, however, that such restriction will not be required in connection with the Company’s issuance or sale of (i) Common Stock, options to purchase shares of Common Stock or Common Stock issuable upon the exercise of options or other equity awards pursuant to any current or future employee or director stock option, incentive or benefit plan, employee stock purchase, long-term incentive plan, deferred compensation plan purchase or ownership plan or dividend reinvestment plan (but not shares subject to a waiver to exceed plan limits in its stock purchase plan) of the Company, (ii) Common Stock issuable upon conversion of securities or the exercise of warrants, options or other rights disclosed in the Company’s Commission filings and (iii) Common Stock issuable as consideration in connection with acquisitions of business, assets or securities of other Persons. The settlement of Common Shares which have been sold pursuant to the Alternative Sales Agency Agreements are permitted pursuant to this Section 4.10 without the consent of Sales Agent.BofAML;

Stand Off Agreement. Without the written consent of Sales AgentDeutsche Bank, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any shares of Common Stock or securities convertible into or exchangeable for Common Stock (other than Common Shares hereunder), warrants or any rights to purchase or acquire, Common Stock during the period beginning on the first (1st) Trading Day immediately prior to the date on which any Issuance Notice is delivered to Sales Agent Deutsche Bank hereunder and ending on the first (1st) Trading Day immediately following the Settlement Date with respect to Common Shares sold pursuant to such Issuance Notice (each a “Stand Off Period”); provided, however, that such restriction will not be required in connection with the Company’s issuance or sale of (i) Common Stock, options to purchase shares of Common Stock or Common Stock issuable upon the exercise of options pursuant to any current or future employee or director stock option, incentive or benefit plan, employee stock purchase, long-term incentive plan, deferred compensation plan or ownership plan or dividend reinvestment plan (but not shares subject to a waiver to exceed plan limits in its stock purchase plan) of the Company, (ii) Common Stock issuable upon conversion of securities or the exercise of warrants, options or other rights disclosed in the Company’s Commission filings and (iii) Common Stock issuable as consideration in connection with acquisitions of business, assets or securities of other Persons. The settlement of Common Shares which have been sold pursuant to the Alternative Sales Agency Agreements are permitted pursuant to this Section 4.10 without the consent of Sales Agent.Deutsche Bank;

Stand Off Agreement. Without the written consent of Sales AgentScotiabank, the Company EQR will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any shares of Common Stock Shares or securities convertible into or exchangeable for Common Stock Shares (other than Common Program Shares hereunder), warrants or any rights to purchase or acquire, Common Stock Shares during the period beginning on the first (1st) Trading Day immediately prior to the date on which any Issuance Notice is delivered to Sales Agent Scotiabank hereunder and ending on the first (1st) Trading Day immediately following the Settlement Date with respect to Common Program Shares sold pursuant to such Issuance Notice (each a “Stand Off Period”); provided, however, that such restriction will not be required in connection with the CompanyEQR’s issuance or sale of (i) Common StockShares, options to purchase shares of Common Stock Shares or Common Stock Shares issuable upon the exercise of options pursuant to any current or future employee or director stock option, incentive or benefit plan, employee stock purchase, long-term incentive plan, deferred compensation plan or ownership plan or dividend reinvestment plan (but not shares subject to a waiver to exceed plan limits in its stock purchase plan) of the CompanyTransaction Entities, (ii) Common Stock Shares issuable upon conversion of securities or the exercise of warrants, options or other rights disclosed in the CompanyEQR’s Commission filings and (iii) Common Stock Shares or limited partnership interests in ERP issuable as consideration in connection with acquisitions of business, assets or securities of other Persons. The settlement of Common Program Shares which have been sold pursuant to the New Alternative Sales Agency Agreements are permitted pursuant to this Section 4.10 without the consent of Sales Agent.Scotiabank;

Stand Off Agreement. Without the written consent of Sales AgentXxxxxxx Xxxxx, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any shares of Common Stock or securities convertible into or exchangeable for Common Stock (other than Common Shares hereunder), warrants or any rights to purchase or acquire, Common Stock during the period beginning on the first (1st) Trading Day immediately prior to the date on which any Issuance Notice is delivered to Sales Agent Xxxxxxx Xxxxx hereunder and ending on the first (1st) Trading Day immediately following the Settlement Date with respect to Common Shares sold pursuant to such Issuance Notice (each a “Stand Off Period”); provided, however, that such restriction will not be required in connection with the Company’s issuance or sale of (i) Common Stock, options to purchase shares of Common Stock or Common Stock issuable upon the exercise of options pursuant to any current or future employee or director stock option, incentive or benefit plan, employee stock purchase, long-term incentive plan, deferred compensation plan or ownership plan or dividend reinvestment plan (but not shares subject to a waiver to exceed plan limits in its stock purchase plan) of the Company, (ii) Common Stock issuable upon conversion of securities or the exercise of warrants, options or other rights disclosed in the Company’s Commission filings and (iii) Common Stock issuable as consideration in connection with acquisitions of business, assets or securities of other Persons. The settlement of Common Shares which have been sold pursuant to the Alternative Sales Agency Agreements are permitted pursuant to this Section 4.10 without the consent of Sales Agent.Xxxxxxx Xxxxx;

Stand Off Agreement. Without the written consent of Sales AgentBNYCMI, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any shares of Common Stock (other than Common Shares hereunder) or securities convertible into or exchangeable for Common Stock (other than Common Shares hereunder)Stock, warrants or any rights to purchase or acquire, Common Stock during the period beginning on the first (1st) Trading Day immediately prior to the date on which any Issuance Notice is delivered to Sales Agent BNYCMI hereunder and ending on the first (1st) Trading Day immediately following the Settlement Date with respect to Common Shares sold pursuant to such Issuance Notice (each a “Stand Off Period”)Notice; provided, however, that such restriction will not be required in connection with the Company’s issuance or sale of (i) Common Stock, options to purchase shares of Common Stock or Common Stock issuable upon the exercise of options or other rights pursuant to any current or future employee or director stock option, incentive option or benefit plan, employee stock purchase, long-term incentive plan, deferred compensation plan purchase or ownership plan (whether currently existing or adopted hereafter) or dividend reinvestment plan (but not shares subject to a waiver to exceed plan limits in its stock purchase plan) of the Company, (ii) Common Stock issuable upon conversion of securities or the exercise of warrants, options or other rights disclosed in the Company’s Commission filings and (iii) Common Stock issuable as consideration in connection with acquisitions of business, assets or securities of other Persons. The settlement of Common Shares which have been sold pursuant to the Alternative Sales Agency Agreements are permitted pursuant to this Section 4.10 without the consent of Sales Agent.

Stand Off Agreement. Without the written consent of Sales AgentXxxxx, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any shares of Common Stock or securities convertible into or exchangeable for Common Stock (other than Common Shares hereunder), warrants or any rights to purchase or acquire, Common Stock during the period beginning on the first (1st) Trading Day immediately prior to the date on which any Issuance Notice is delivered to Sales Agent Xxxxx hereunder and ending on the first (1st) Trading Day immediately following the Settlement Date with respect to Common Shares sold pursuant to such Issuance Notice (each a the “Stand Off Period”); provided, however, that such restriction will not be required in connection with the Company’s issuance or sale of (i) Common Stock, options to purchase shares of Common Stock or Common Stock issuable upon the exercise of options or other equity awards pursuant to any current or future employee or director stock option, incentive or benefit plan, employee stock purchase, long-term incentive plan, deferred compensation plan purchase or ownership plan or dividend reinvestment plan (but not shares subject to a waiver to exceed plan limits in its stock purchase plan) of the Company, (ii) Common Stock issuable upon conversion of securities or the exercise of warrants, options or other rights disclosed in the Company’s Commission filings and (iii) Common Stock issuable as consideration in connection with acquisitions of business, assets or securities of other Persons. The settlement of Common Shares which have been sold pursuant to the Alternative Sales Agency Agreements are permitted pursuant to this Section 4.10 without the consent of Sales Agent.Xxxxx;

Stand Off Agreement. Without the written consent of Sales AgentBTIG, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any shares of Common Stock or securities convertible into or exchangeable for Common Stock (other than Common Shares hereunder), warrants or any rights to purchase or acquire, Common Stock during the period beginning on the first (1st) Trading Day immediately prior to the date on which any Issuance Notice is delivered to Sales Agent BTIG hereunder and ending on the first (1st) Trading Day immediately following the Settlement Date with respect to Common Shares sold pursuant to such Issuance Notice (each a the “Stand Off Period”); provided, however, that such restriction will not be required in connection with the Company’s issuance or sale of (i) Common Stock, options to purchase shares of Common Stock or Common Stock issuable upon the exercise of options or other equity awards pursuant to any current or future employee or director stock option, incentive or benefit plan, employee stock purchase, long-term incentive plan, deferred compensation plan purchase or ownership plan or dividend reinvestment plan (but not shares subject to a waiver to exceed plan limits in its stock purchase plan) of the Company, (ii) Common Stock issuable upon conversion of securities or the exercise of warrants, options or other rights disclosed in the Company’s Commission filings and (iii) Common Stock issuable as consideration in connection with acquisitions of business, assets or securities of other Persons. The settlement of Common Shares which have been sold pursuant to the Alternative Sales Agency Agreements are permitted pursuant to this Section 4.10 without the consent of Sales Agent.BTIG;

Stand Off Agreement. Without the written consent of the Sales AgentAgents, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any shares of Common Stock or securities convertible into or exchangeable for Common Stock (other than Common Shares hereunder), warrants or any rights to purchase or acquire, Common Stock during the period beginning on the first (1st) Trading Day immediately prior to the date on which any Issuance Notice is delivered to the Sales Agent Agents hereunder and ending on the first (1st) Trading Day immediately following the last Settlement Date with respect to Common Shares sold pursuant to such Issuance Notice (each a the “Stand Stand-Off Period”); provided, however, that such restriction will not be required in connection with the Company’s issuance or sale of (i) Common Stock, options to purchase shares of Common Stock or Common Stock issuable upon the exercise or vesting of options or other equity awards pursuant to any current or future employee or director stock option, incentive or benefit plan, employee stock purchase, long-term incentive plan, deferred compensation plan purchase or ownership plan (whether currently existing or adopted hereafter) or dividend reinvestment plan (but not shares subject to a waiver to exceed plan limits in its a stock purchase plan) of the Company, (ii) Common Stock issuable upon conversion of securities or the exercise of warrants, options or other rights disclosed in the Company’s Commission filings filings, and (iii) Common Stock issuable as consideration in connection with acquisitions of business, assets or securities of other Persons. The settlement of Common Shares which have been sold pursuant to the Alternative Sales Agency Agreements are permitted pursuant to this Section 4.10 without the consent of Sales Agent.

Stand Off Agreement. Without the written consent of Sales AgentXxxxxxx Xxxxx, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any shares of Common Stock or securities convertible into or exchangeable for Common Stock (other than Common Shares hereunder), warrants or any rights to purchase or acquire, Common Stock during the period beginning on the first (1st) Trading Day immediately prior to the date on which any Issuance Notice is delivered to Sales Agent Xxxxxxx Xxxxx hereunder and ending on the first (1st) Trading Day immediately following the Settlement Date with respect to Common Shares sold pursuant to such Issuance Notice (each a “the "Stand Off Period”"); provided, however, that such restriction will not be required in connection with the Company’s issuance or sale of (i) Common Stock, options to purchase shares of Common Stock or Common Stock issuable upon the exercise of options or other equity awards pursuant to any current or future employee or director stock option, incentive or benefit plan, employee stock purchase, long-term incentive plan, deferred compensation plan purchase or ownership plan or dividend reinvestment plan (but not shares subject to a waiver to exceed plan limits in its stock purchase plan) of the Company, (ii) Common Stock issuable upon conversion of securities or the exercise of warrants, options or other rights disclosed in the Company’s 's Commission filings and (iii) Common Stock issuable as consideration in connection with acquisitions of business, assets or securities of other Persons. The settlement of Common Shares which have been sold pursuant to the Alternative Sales Agency Agreements are permitted pursuant to this Section 4.10 without the consent of Sales Agent.;

Stand Off Agreement. Without the written consent of Sales AgentBNYMCM, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any shares of Common Stock or securities convertible into or exchangeable for Common Stock (other than Common Shares hereunder), warrants or any rights to purchase or acquire, Common Stock during the period beginning on the first (1st) Trading Day immediately prior to the date on which any Issuance Notice is delivered to Sales Agent BNYMCM hereunder and ending on the first (1st) Trading Day immediately following the Settlement Date with respect to Common Shares sold pursuant to such Issuance Notice (each a “Stand Off Period”); provided, however, that such restriction will not be required in connection with the Company’s issuance or sale of (i) Common Stock, options to purchase shares of Common Stock or Common Stock issuable upon the exercise of options pursuant to any current or future employee or director stock option, incentive or benefit plan, employee stock purchase, long-term incentive plan, deferred compensation plan or ownership plan or dividend reinvestment plan (but not shares subject to a waiver to exceed plan limits in its stock purchase plan) of the Company, (ii) Common Stock issuable upon conversion of securities or the exercise of warrants, options or other rights disclosed in the Company’s Commission filings and (iii) Common Stock issuable as consideration in connection with acquisitions of business, assets or securities of other Persons. The settlement of Common Shares which have been sold pursuant to the Alternative Sales Agency Agreements are permitted pursuant to this Section 4.10 without the consent of Sales Agent.BNYMCM;