Filed by Avantafile.com - The Parking REIT, Inc. - Exhibit 10.3




 


AMENDED & RESTATED


REGISTRATION RIGHTS AGREEMENT


 


THIS AMENDED & RESTATED REGISTRATION RIGHTS
AGREEMENT (this “Agreement”)
is entered into as of November 2, 2021 and effective as of November 2, 2021, by
and among The Parking REIT, Inc., a Maryland corporation (the “REIT”),
and the Holders (as defined below), for the benefit of the Holders and the
REIT.  Certain capitalized terms used herein shall have the meanings
ascribed to such terms in Section 1.


 


RECITALS:


 


WHEREAS,
HSCP STRATEGIC III, L.P., a Delaware limited partnership ( “HSCP”),
the REIT, and MVP REIT II Operating Partnership, L.P., a Delaware limited
partnership (the “Operating Partnership”) have entered into a
Securities Purchase Agreement, dated as of the date hereof (the “HSCP
Agreement”), pursuant to which (i) HSCP contributed, transferred and
conveyed cash to the Operating Partnership in exchange for newly issued limited
partnership interests in the Operating Partnership designated as “Common Units”
(“OP Units”) and (ii) the Operating Partnership issued to HSCP
newly issued limited partnership interests in the Operating Partnership
designated as “Class A Units” (“Class A Units”) which represent
the right to purchase OP Units (the “Additional OP Units”), in
each case, subject to the terms and conditions set forth therein and in the
Class A Unit Agreement, dated as of the date hereof, between the Operating
Partnership and HSCP (the “Class A Unit Agreement”); and






WHEREAS, Color
Up, LLC, a Delaware limited liability company (“Color Up”), the
REIT, the Operating Partnership, Vestin Realty Mortgage I, Inc. (“VRMI”),
Vestin Realty Mortgage II, Inc. (“VRMII”), and Michael V. Shustek
(“Shustek” and, together with VRMI and VRMII, the “Advisor”)
entered into an Equity Purchase and Contribution Agreement, dated as of August
25, 2021 (the “Color Up Agreement” and, together with the HSCP
Agreement, the “Purchase Agreements”), pursuant to which (i) the
Advisor sold, transferred, conveyed and contributed to Color Up shares of
common stock, $0.0001 par value per share (the “Common Stock”),
of the REIT owned or held by the Advisor in exchange for cash, (ii) Color Up contributed,
transferred and conveyed cash, certain technology and equity interests in
certain real properties to the Operating Partnership in exchange for newly
issued OP Units and (iii) Color Up purchased and acquired from the REIT, and
the REIT issued, sold and delivered to Color Up warrants (the “Warrants”)
to purchase shares of Common Stock (the “Warrant Shares”), in
each case, subject to the terms and conditions set forth therein or in the
Warrant Agreement, as applicable; and


 


WHEREAS, the
REIT and Color Up are parties to that certain Registration Rights Agreement,
dated as of August 25, 2021 (the “Existing Agreement”), which was
entered into in connection with the Color Up Agreement;


 


WHEREAS, in
connection with the HSCP Agreement, and as a condition to the consummation of
the transactions contemplated by the HSCP Agreement, the REIT and Color Up have
agreed to amend and restated the Existing Agreement, and the REIT has agreed to
grant the registration rights set forth herein for the benefit of the Holders.


 


NOW, THEREFORE,
in consideration of the foregoing and the covenants of the parties set forth
herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and subject to the terms and
conditions set forth herein, the parties hereby agree as follows:


1








Section
1.               
Certain Definitions.  In
this Agreement, the following terms have the following respective meanings:


 


“Additional OP Units” has the meaning
ascribed to it in the recitals hereof.


 


“Affiliate” of any Person means any
other Person directly or indirectly controlling or controlled by or under
common control with such Person.  For the purposes of this definition,
“control” when used with respect to any Person, means the possession, directly
or indirectly, of the power to direct or cause the direction of the management
and policies of such Person, whether through the ownership of voting
securities, by contract or otherwise; and the terms “controlling” and
“controlled” have meanings correlative to the foregoing.


 


“Agreement” has the meaning ascribed to
it in the preamble.


 


“Board” means the board of directors of
the REIT.


 


“Business Day” means each Monday,
Tuesday, Wednesday, Thursday and Friday that is not a day on which banking
institutions in New York, New York are authorized or obligated by applicable
law, regulation or executive order to close.


 


“Class A Unit Agreement” has the meaning
ascribed to it in the recitals hereof.


 


“Class A Unit” has the meaning ascribed
to it in the recitals hereof.


 


“Commission” means the U.S. Securities
and Exchange Commission or any other federal agency at the time administering
the Securities Act.


 


“Common Stock” has the meaning ascribed
to it in the recitals hereof.


 


“Color Up” has the meaning ascribed to
it in the recitals hereof.


 


“Color Up Agreement” has the meaning
ascribed to it in the recitals hereof.


 


 “Company
Notice” has the meaning ascribed to it in 2(b).


 


 “Demand
Notice” has the meaning ascribed to it in 2(a).


 


“Demand Registration Statement” means
any one or more registration statements of the REIT filed under the Securities
Act, covering the resale of any of the Registrable Securities pursuant to
Section 2 of this Agreement, and all amendments and supplements to any such
registration statements, including post-effective amendments, in each case
including the prospectus contained therein, all exhibits thereto and all
materials and documents incorporated by reference therein.


 


“End of Suspension Notice” has the
meaning ascribed to it in 4(c).


 


“Exchange Act” means the Securities
Exchange Act of 1934, as amended, and the rules and regulations of the
Commission thereunder, all as the same shall be in effect at the relevant time.


 


“Existing Agreement” has the meaning
ascribed to it in the recitals hereof.


2








“FINRA” means the Financial Industry
Regulatory Authority.


 


“Holder” means each Person holding
Registrable Securities, including (i) HSCP, (ii) Color Up, (iii) each
Person listed on Schedule I, as may be amended from time to time to reflect
transferees permitted by Section 10, and (iv) each Person
holding Registrable Securities as a result of a transfer, distribution or
assignment to that Person of Registrable Securities (other than pursuant to an
effective Resale Registration Statement or Rule 144), provided, if
applicable, such transfer, distribution or assignment is made in accordance
with Section 10 of this Agreement.


 


“HSCP” has the meaning ascribed to it in
the recitals hereof.


 


“HSCP Agreement” has the meaning
ascribed to it in the recitals hereof.


 


“Indemnified Party” has the meaning
ascribed to it in 8(c).


 


“Indemnifying Party” has the meaning
ascribed to it in 8(c).


 


“Issuance Date” means each date on which
Registrable Securities are issued to, or otherwise acquired by, HSCP or Color
Up pursuant to a Purchase Agreement, the Tender Offer, the Warrant
Agreement or the Class A Unit Agreement.


 


“Losses” has the meaning ascribed
to it in 8(a).


 


“Majority Selling Holders” means
Holder(s) who collectively own a majority of the Registrable Securities that
are proposed to be included in such underwritten offering of Registrable
Securities.


 


“Maximum Number of Shares” has the
meaning ascribed to it in 2(c).


 


“NYSE” means the New York Stock
Exchange. 


 


“OP Units” has the meaning ascribed to
it in the recitals hereof.


 


“Person” means an individual,
partnership, corporation, business trust, limited liability company, limited
liability partnership, joint stock company, trust, unincorporated association,
joint venture or other entity.


 


”Piggyback Holders” has the meaning
ascribed to it in 3(a).


 


“Piggyback Registration Statement” means
any one or more registration statements of the REIT filed under the Securities
Act, covering the resale of any of the Registrable Securities pursuant
to Section 3 of this Agreement, and all amendments and supplements to
any such registration statements, including post-effective amendments, in each
case including the prospectus contained therein, all exhibits thereto and all
materials and documents incorporated by reference therein.


 


“Piggyback Request” has the meaning
ascribed to it in 3(a).


 


“Prospectus” means the prospectus
included in any Resale Registration Statement (including a prospectus that
discloses information previously omitted from a prospectus filed as part of an
effective Resale Registration Statement in reliance upon Rule 430A under the
Securities Act), as amended or supplemented by any prospectus supplement or any
issuer free writing prospectus (as defined in Rule 433 under the Securities
Act), with respect to the offering of any portion of the Registrable Securities
covered by such Resale Registration Statement, and all other amendments and
supplements to the prospectus, including post-effective amendments, and all
material incorporated by reference or deemed to be incorporated by reference in
such prospectus.


3








“Purchase Agreements” has the meaning
ascribed to it in the recitals hereof. 


 


“Registrable Securities” means, with
respect to any Holder, (i) the shares of Common Stock purchased
pursuant to the Contribution Agreement, (ii) shares of Common Stock, if any,
issued upon redemption of OP Units or Additional OP Units purchased pursuant to
the applicable Purchase Agreement or the Class A Unit Agreement, (iii) shares
of Common Stock, if any, acquired pursuant to the Tender Offer; (iv) the
Warrant Shares, (v) the Warrants and (vi) any additional securities
issued or issuable as a dividend or distribution on, in exchange for, or
otherwise in respect of, such shares of Common Stock and OP Units (including as
a result of combinations, recapitalizations, mergers, consolidations,
reorganizations, stock splits or otherwise); provided that
shares of Common Stock and the Warrants shall cease to be Registrable
Securities with respect to any Holder at the time such shares or Warrants, as
applicable, (a) have been sold pursuant to an effective Resale Registration
Statement, (b) are eligible to be sold without restriction or limitation
thereunder on volume or manner of sale or other restrictions or limitations
under Rule 144, or (c) have been sold to the REIT or any of its
subsidiaries.


 


“Registration Expenses” means any and
all expenses incident to the performance of or compliance with the registration
requirements of this Agreement, including (i) all fees of the
Commission, the NYSE or such other exchange on which the Registrable Securities
are listed from time to time, and FINRA, (ii) all fees and expenses
incurred in connection with compliance with federal or state securities or blue
sky laws (including any registration, listing and filing fees and reasonable
fees and disbursements of counsel in connection with blue sky qualification of
any of the Registrable Securities and the preparation of a blue sky memorandum
and compliance with the rules of FINRA and the NYSE or other applicable
exchange), (iii) all expenses of any Persons in preparing or
assisting in preparing, word processing, duplicating, printing, delivering and
distributing any Resale Registration Statement, any Prospectus, any amendments
or supplements thereto, securities sales agreements, certificates and any other
documents relating to the performance under and compliance with this
Agreement, (iv) all fees and expenses incurred in connection with the
listing or inclusion of any of the Registrable Securities on the NYSE or other
applicable exchange pursuant to 5(k), (v) the fees and
disbursements of counsel for the REIT and of the independent public accountants
of the REIT (including the expenses of any special audit, agreed upon
procedures and “cold comfort” letters required by or incident to such
performance), (vi) the reasonable fees and disbursements of one counsel (along
with any reasonably necessary local counsel) representing all Holders mutually
agreed by the Majority Selling Holders; and (vii) any fees and disbursements
customarily paid in issues and sales of securities (including the fees and
expenses of any experts retained by the REIT in connection with any Resale
Registration Statement); provided, however, that
Registration Expenses shall exclude (x) “brokers” or “underwriters” fees,
discounts and commissions and transfer taxes, if any, relating to the sale or
disposition of Registrable Securities by a Holder; or (y) any legal counsel
fees of the Holders (including any local counsel) in excess of $100,000 without
the consent of the REIT (such consent not to be unreasonably withheld).


 


“Requesting Holders” has the meaning
ascribed to it in 2(b).


 


“Renewal Deadline” has the meaning
ascribed to it in 2(g).


4








“Resale Registration Statement” means
any one or more registration statements of the REIT filed under the Securities
Act, whether a Demand Registration Statement, Piggyback Registration Statement
or otherwise, covering the resale of any of the Registrable Securities pursuant
to the provisions of this Agreement, and all amendments and supplements to any
such registration statements, including post-effective amendments and new
registration statements, in each case including the prospectus contained
therein, all exhibits thereto and all materials and documents incorporated by
reference therein.


 


“Rule 144,” “Rule 158,” “Rule
415” or “Rule 424,” respectively, means such specified
rule promulgated by the Commission pursuant to the Securities Act, as such rule
may be amended from time to time, or any similar rule or regulation hereafter
adopted by the Commission as a replacement thereto having substantially the
same effect as such rule.


 


“Securities Act” means the Securities
Act of 1933, as amended, and the rules and regulations of the Commission
thereunder, all as the same shall be in effect at the relevant time.


 


“Selling Expenses” means, if any, all
underwriting or broker fees, discounts and selling commissions or similar fees
or arrangements, transfer taxes allocable to the sale of the Registrable
Securities included in the applicable offering and all other expenses incurred
in connection with the performance by the Holders of their obligations under
the terms of this Agreement.


 


“Stockholders’ Agreement” means that
certain Stockholders’ Agreement, dated as of August 25, 2021, by and among the
REIT and the investors signatory thereto.


 


“Suspension Event” has the meaning
ascribed to it in 4(c).


 


“Suspension Notice” has the meaning
ascribed to it in 4(c).


 


“Tender Offer” means the tender offer to
purchase the Offer Amount (as such term is defined in the Color Up Agreement)
at the Offer Price (as such term is defined in the Color Up Agreement)
conducted by Color Up.


 


“Warrant Agreement” means that certain
Warrant Agreement, dated as of August 25, 2021, by and between the REIT and Color
Up.


 


“Warrant Shares” has the meaning
ascribed to it in the recitals hereof.


 


Section
2.               
Demand Registration Rights.


 


(a)               
Subject to the provisions hereof, each Holder, from time to time at any time
from and after each Issuance Date for the applicable Registrable Securities,
may request registration for resale under the Securities Act of all or part of
the Registrable Securities owned by such Holder on such Issuance Date by giving
written notice thereof (a “Demand Notice”) to the REIT (which
Demand Notice shall specify the number of Registrable Securities to be offered
by such Holder, the intended methods of distribution, including whether such
methods will include or involve an underwritten offering, and whether such
Demand Registration Statement will be a “shelf” registration statement under
Rule 415).  Subject to 2(c) and 2(e) below, the REIT
shall use reasonable best efforts (i) to file a Demand Registration
Statement (which shall be a ‘shelf” registration statement under Rule 415 if
requested pursuant to such Holder’s request pursuant to the first sentence of
this 2(a)) registering for resale such number of Registrable Securities as
requested to be so registered within 30 days in the case of a registration on
Form S-3 (and 45 days in the case of a registration on Form S-11 or such other
appropriate form) after the REIT’s receipt of a Demand Notice,
and (ii) to cause such Demand Registration Statement to be declared
effective by the Commission as soon as reasonably practicable thereafter. 
Notwithstanding the foregoing, the REIT shall not be required to file a
registration pursuant to this 2(a) (i) prior to (x) 180 days after the
date of initial listing of the Registrable Securities on a national securities
exchange, or (y) the expiration of any other lock-up period imposed with
respect to the Registrable Securities under Section 5.01 of the Stockholders’
Agreement; and (ii) with respect to securities that are not Registrable
Securities.  If permitted under the Securities Act, such Demand
Registration Statement shall be automatically effective upon filing.


5








(b)              
Within 10 days after receipt of any Demand Notice under 2(a), the REIT
shall give written notice of such requested registration (which shall specify
the intended method of disposition of such Registrable Securities) to all other
Holders of Registrable Securities (a “Company Notice”), and the
REIT shall include (subject to the provisions of this Agreement) in such
registration, all Registrable Securities of such Holders with respect to which
the REIT has received written requests for inclusion therein within 15 days
after the delivery of such Company Notice (the “Requesting Holders”); provided that
any such other Holder may withdraw its request for inclusion prior to the
applicable registration statement becoming effective by notifying the REIT in
accordance with 11(e).  Notwithstanding the foregoing, the REIT may, at
any time (including, without limitation, prior to or after receiving a Demand
Notice from a Holder), in its sole discretion, include all Registrable
Securities then outstanding or any portion thereof in any Demand Registration
Statement, including by virtue of adding such Registrable Securities as
additional securities to an effective Demand Registration Statement (in which
event the Company shall be deemed to have satisfied its registration obligation
under Section 2 with respect to the Registrable Securities so
included, so long as such registration statement remains effective and not the
subject of any stop order, injunction or other order of the Commission). 
In addition, the REIT may include in a Demand Registration Statement shares of
Common Stock for sale for its own account or for the account of other security
holders of the REIT.


 


(c)               
If such Demand Registration Statement is filed in connection with an
underwritten offering and the managing underwriters advise the REIT and the
Holders covered by such Demand Registration Statement that, in the reasonable
opinion of the managing underwriters, the number of securities proposed to be
sold pursuant to the Demand Registration Statement exceeds the number of
securities that can be sold in such underwritten offering without materially
delaying or jeopardizing the success of the offering (including the offering
price per security) (such maximum number of securities, the “Maximum
Number of Shares”), the REIT shall include in such Demand Registration
Statement only such number of securities that, in the reasonable opinion of the
managing underwriters, can be sold without materially delaying or jeopardizing
the success of the offering (including the offering price per security), which
securities shall be so included in the following order of priority, unless
otherwise agreed by the REIT and the Holders covered by such Demand
Registration Statement: (i) first, the Registrable Securities of the
Requesting Holders pro rata in accordance with the number of Registrable
Securities owned thereby, (ii) second, any securities the REIT
proposes to sell for its own account, and (iii) third, any other securities
that have been requested to be so included in such Demand Registration
Statement.


 


(d)              
If any of the Registrable Securities covered by a Demand Registration Statement
are to be sold in an underwritten offering, the Holder(s) that delivered the
Demand Notice shall have the right to select the underwriters (and their roles)
in the offering and determine the structure of the offering and negotiate the
terms of any underwriting agreement as they relate to the Requesting Holders,
including the number of Registrable Securities to be sold (if not all
Registrable Securities offered can be sold at the highest price offered by the
underwriters), the offering price and underwriting discount; provided that
such underwriters, structure and terms are reasonably acceptable to the REIT
and a majority of the Requesting Holders.


6








(e)               
Notwithstanding the foregoing, if the Board determines in its good faith
judgment that the filing of a Demand Registration Statement
would (i) have a material adverse effect on the REIT,
or (ii) require the disclosure of material non-public information
concerning the REIT that at the time is not, in the good faith judgment of the
Board, in the best interests of the REIT to disclose and is not, in the opinion
of the REIT’s counsel, otherwise required to be disclosed, then the REIT shall
have the right to defer such filing for the period during which such
registration would have such a material adverse effect on the REIT; provided, however,
that (x) the REIT may not defer such filing for a period of more than 60 days
after receipt of any Demand Notice, and (y) the REIT may not exercise its right
to defer the filing of a Demand Registration Statement more than once in any
12-month period without the consent of a majority of the Requesting
Holders.  The REIT shall give written notice of its determination to the
Requesting Holder to defer the filing and of the fact that the purpose for such
deferral no longer exists, in each case, promptly after the occurrence thereof.


 


(f)               
Following the date of effectiveness of any Demand Registration Statement, the
REIT shall use reasonable best efforts to keep the Demand Registration
Statement continuously effective until such time as all of the Registrable
Securities covered by such Demand Registration Statement have been sold
pursuant to such Demand Registration Statement.


 


(g)              
If, by the third anniversary (the “Renewal Deadline”) of the
initial effective date of a Demand Registration Statement filed pursuant
to 2(a) any of the Registrable Securities remain unsold by the
Holders included on such Demand Registration Statement, the REIT shall file, if
it has not already done so and is eligible to do so, a new Resale Registration
Statement covering the Registrable Securities included on the prior Demand
Registration Statement and shall use reasonable best efforts to cause such
Resale Registration Statement to be declared effective on or prior to the
Renewal Deadline; and the REIT shall take all other action necessary or
appropriate to permit the public offering and sale of the Registrable
Securities to continue as contemplated in the prior Demand Registration
Statement.


 


Section
3.               
Piggyback Registration Rights.


 


(a)               
If at any time the REIT has determined to register any of its securities for
its own account or for the account of other security holders of the REIT on any
registration statement (other than on Form S-3 relating to any dividend
reinvestment or similar plan or Forms S-4 or S-8) that permits the inclusion of
the Registrable Securities, the REIT shall give the Holders written notice
thereof promptly (but in no event less than 20 days prior to the anticipated
filing date) and, subject to 3(b), shall include in such Piggyback
Registration Statement all Registrable Securities requested to be included
therein pursuant to the written request (a “Piggyback Request”) 
of one or more Holders (the “Piggyback Holders”) received within
10 days after delivery of the REIT’s notice.


 


(b)              
If a Piggyback Registration Statement is filed in connection with a primary
underwritten offering on behalf of the REIT, and the managing underwriters
advise the REIT that, in the reasonable opinion of the managing underwriters,
the number of shares of Common Stock proposed to be included in such Piggyback
Registration Statement exceeds the Maximum Number of Shares, the REIT shall
include in such Piggyback Registration Statement, unless otherwise agreed by
the REIT and the Majority Selling Holders, (i) first, the number of
shares of Common Stock (or other common shares of the REIT) that the REIT
proposes to sell, and (ii) second, the Registrable Securities of
Piggyback Holders (such number of shares shall be allocated among such
Piggyback Holders on a pro rata basis according to the number of
Registrable Securities requested to be included by each such Piggyback Holder).


7








(c)               
If a Piggyback Registration Statement is filed in connection with an
underwritten offering on behalf of a holder of shares of Common Stock other
than under this Agreement, and the managing underwriters advise the REIT that,
in the reasonable opinion of the managing underwriters, the number of shares of
Common Stock proposed to be sold pursuant to such Piggyback Registration
Statement exceeds the Maximum Number of Shares, then the REIT shall include in
such Piggyback Registration Statement, unless otherwise agreed by the REIT and
such holder(s) (including, if applicable, a majority of the Piggyback
Holders), (i) first, the number of shares of Common Stock requested
to be included therein by the holder(s) requesting such
registration, (ii) second, the Registrable Securities of Piggyback
Holders (such number of shares shall be allocated among such Piggyback Holders
on a pro rata basis according to the number of Registrable Securities
requested to be included by each such Piggyback Holder, if
necessary), (iii) third, the number of shares of Common Stock
requested to be included therein by any other holders,
and (iv) fourth, the number of shares of Common Stock that the REIT
proposes to sell.


 


(d)              
If any Piggyback Registration Statement is filed in connection with a primary
or secondary underwritten offering, the REIT shall have the right to select, in
its sole discretion, the managing underwriter or underwriters to administer any
such offering.


 


(e)               
The REIT shall not grant to any Person the right to request the REIT to
register any Common Stock on a Piggyback Registration Statement unless such
rights are consistent with the provisions of this Section 3.


 


(f)               
If at any time after giving a Piggyback Notice and prior to the effective date
of the registration statement filed in connection with such registration the
REIT shall determine for any reason not to register the securities originally
intended to be included in such registration statement, the REIT may, at its
election, give written notice of such determination to the Piggyback Holders
and thereupon the REIT shall be relieved of its obligation to register such
Registrable Securities in connection with the registration of securities
originally intended to be included in such registration statement.


 


Section
4.               
Suspension.


 


(a)               
Subject to the provisions of this Section 4 and a good faith
determination by the Board that it is in the best interests of the REIT to
suspend the use of any Resale Registration Statement following the
effectiveness of such Resale Registration Statement (and the filings with any
U.S. federal or state securities commissions, as necessary), the REIT, by
written notice to the Holders (a “Suspension Notice”), may direct
the Holders to suspend sales of the Registrable Securities pursuant to such
Resale Registration Statement for such times as the REIT reasonably may
determine is necessary and advisable (but in no event for more than 30 days in
any 90-day period or 90 days in any 365-day period) if any of the following
events occurs or will occur, as applicable: (i) an underwritten public
offering of Common Stock (or other common shares of the REIT) by the REIT for
its own account if the REIT is advised by the managing underwriter or
underwriters that the concurrent resale of the Registrable Securities by the
Holders pursuant to the Resale Registration Statement would have a material
adverse effect on the REIT’s offering, subject to Section 3 hereof,
(ii) there is material non-public information regarding the REIT
that (A) the Board determines not to be in the REIT’s best interest
to disclose, (B) would, in the good faith determination of the Board,
require any revision to the Resale Registration Statement so that it shall not contain
any untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading,
and (C) the REIT is not otherwise required to disclose
or (iii) there is a significant bona fide business opportunity
(including the acquisition or disposition of assets (other than in the ordinary
course of business), including any significant merger, consolidation, tender
offer or other similar transaction) available to the REIT that the REIT
determines not to be in the REIT’s best interests to disclose (each of the
events described in clauses (i)-(iii), a “Suspension Event”).


8








(b)              
Upon the earlier to occur of (i) the REIT delivering to the Holders
an End of Suspension Notice (as defined below), or (ii) the end of
the maximum permissible suspension period, the REIT shall use reasonable best
efforts to promptly amend or supplement the Resale Registration Statement on a
post-effective basis, if necessary, or to take such action as is necessary to
make resumed use of the Resale Registration Statement so as to permit the
Holders to resume sales of the Registrable Securities as soon as possible.


 


(c)               
If the REIT intends to suspend a Resale Registration Statement upon the
occurrence of a Suspension Event, the REIT shall give a Suspension Notice to
the Holders of Registrable Securities covered by any Resale Registration
Statement to suspend sales of the Registrable Securities, and such Suspension
Notice shall state that such suspension shall continue only for so long as the
Suspension Event or its effect is continuing (subject to the time limitations
set forth in 4(a)) and that the REIT is taking all reasonable steps to
terminate suspension of the effectiveness of the Resale Registration Statement
as promptly as reasonably possible.  Such Holders shall not effect any
sales of the Registrable Securities pursuant to such Resale Registration
Statement (or such filings) at any time after it has received a Suspension
Notice from the REIT and prior to receipt of an End of Suspension Notice. 
If so directed by the REIT, each such Holder shall deliver to the REIT (at the
reasonable expense of the REIT) all copies other than permanent file copies
then in such Holder’s possession of the Prospectus covering the Registrable
Securities at the time of receipt of the Suspension Notice.  The Holders
may recommence effecting sales of the Registrable Securities pursuant to the
Resale Registration Statement (or such filings) following further notice to
such effect (an “End of Suspension Notice”) from the REIT, which
End of Suspension Notice shall be given by the REIT to the Holders of
Registrable Securities covered by any Resale Registration Statement in the
manner described above promptly following the conclusion of any Suspension
Event and its effect.


 


(d)              
In the event the REIT has delivered a Suspension Notice to the Holders, the
REIT shall have the right to place restrictive legends on the certificates
representing (or book entries evidencing) Registrable Securities and to impose
stop transfer instructions with respect to the Registrable Securities until the
REIT delivers to the Holders an End of Suspension Notice.


 


Section
5.               
Registration Procedures.


 


In connection with the obligations of the REIT with
respect to any resale registration pursuant to this Agreement, the REIT shall:


 


(a)               
prepare and file with the Commission, as specified in this Agreement, each
Resale Registration Statement, which shall comply as to form in all material
respects with the requirements of the applicable form and include all exhibits
and financial statements required by the Commission to be filed therewith, and
use reasonable best efforts to cause any Resale Registration Statement to
become and remain effective as set forth in Section 2;


 


(b)              
subject to Section 4, (i) prepare and file with the Commission
such amendments and post-effective amendments to each such Resale Registration
Statement as may be necessary to keep such Resale Registration Statement
effective for the period described in Section 2, (ii) cause each
Prospectus contained therein to be supplemented by any required Prospectus
supplement, and as so supplemented to be filed pursuant to Rule 424 or any
similar rule that may be adopted under the Securities Act,
and (iii) comply in all material respects with the provisions of the
Securities Act with respect to the disposition of all securities covered by
each Resale Registration Statement during the applicable period in accordance
with the intended method or methods of distribution specified by the Holders of
Registrable Securities covered by such Resale Registration Statement;


9








(c)               
furnish to the Holders of Registrable Securities covered by a Resale
Registration Statement, without charge, such number of copies of each
Prospectus, including each preliminary Prospectus, and any amendment or
supplement thereto and such other documents as any such Holder may reasonably
request, in order to facilitate the public sale or other disposition of the
Registrable Securities; subject to Section 4, the REIT hereby consents to
the use of such Prospectus, including each preliminary Prospectus, by such
Holders in connection with the offering and sale of the Registrable Securities
covered by any such Prospectus;


 


(d)              
use reasonable best efforts to register or qualify, or obtain exemption from
registration or qualification for, all Registrable Securities by the time the
applicable Resale Registration Statement is declared effective by the
Commission under all applicable state securities or “blue sky” laws of such
domestic jurisdictions as any Holder of Registrable Securities covered by a
Resale Registration Statement may reasonably request in writing, keep each such
registration or qualification or exemption effective during the period such
Resale Registration Statement is required to be kept effective pursuant
to Section 2 and do any and all other acts and things that may be
reasonably necessary or advisable to enable such Holder to consummate the
disposition in each such jurisdiction of such Registrable Securities owned by
such Holder;


 


(e)               
cooperate with each Holder and each underwriter, if any, participating in the
disposition of such Registrable Securities and their respective counsel in
connection with any filings required to be made with FINRA;


 


(f)               
notify each Holder with Registrable Securities covered by a Resale Registration
Statement promptly and, if requested by any such Holder, confirm such advice in
writing (i) when such Resale Registration Statement has become
effective and when any post-effective amendments and supplements thereto become
effective, (ii) of the issuance by the Commission or any state
securities authority of any stop order suspending the effectiveness of such
Resale Registration Statement or the initiation of any proceedings for that
purpose, (iii) of any written comments or requests by the Commission
or any other federal or state governmental authority for amendments or
supplements to such Resale Registration Statement or related Prospectus or for
additional information, and (iv) of the happening of any event during
the period such Resale Registration Statement is effective as a result of which
such Resale Registration Statement or the related Prospectus or any document
incorporated by reference therein contains any untrue statement of a material
fact or omits to state any material fact required to be stated therein or
necessary to make the statements therein not misleading (which information
shall be accompanied by a Suspension Notice);


 


(g)              
during the period of time set forth in Section 2, use its reasonable best
efforts to avoid the issuance of, or if issued, to obtain the withdrawal of,
any order enjoining or suspending the use or effectiveness of a Resale
Registration Statement or suspending the qualification (or exemption from
qualification) of any of the Registrable Securities for sale in any
jurisdiction, as promptly as practicable;


 


(h)              
upon request, furnish to each requesting Holder with Registrable Securities
covered by a Resale Registration Statement, without charge, at least one conformed
copy of such Resale Registration Statement and any post-effective amendment or
supplement thereto (without documents incorporated therein by reference or
exhibits thereto, unless requested);


10








(i)                
except as provided in Section 4, upon the occurrence of any event
contemplated by Section 5(f)(iv), use reasonable best efforts to promptly
prepare a supplement or post-effective amendment to a Resale Registration
Statement or the related Prospectus or any document incorporated therein by
reference or file any other required document so that, as thereafter delivered
to the purchasers of the Registrable Securities, such Prospectus shall not
contain any untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading,
and, upon request, promptly furnish to each requesting Holder a reasonable
number of copies of each such supplement or post-effective amendment;


 


(j)                
enter into customary agreements and take all other action in connection
therewith in order to expedite or facilitate the distribution of the
Registrable Securities included in such Resale Registration Statement;


 


(k)              
use reasonable best efforts (including seeking to cure in the REIT’s listing or
inclusion application any deficiencies cited by the exchange or market) to list
or include all Registrable Securities on any securities exchange on which such
Registrable Securities are then listed or included, and enter into such
customary agreements including a supplemental listing application and
indemnification agreement in customary form;


 


(l)                
prepare and file in a timely manner all documents and reports required by the
Exchange Act and, to the extent the REIT’s obligation to file such reports
pursuant to Section 15(d) of the Exchange Act expires prior to the expiration
of the effectiveness period of the Resale Registration Statement as required
by Section 2 hereof, the REIT shall register the Registrable
Securities under the Exchange Act and maintain such registration through the
effectiveness period required by Section 2;


 


(m)            
(i) otherwise use reasonable best efforts to comply in all material respects
with all applicable rules and regulations of the Commission, (ii) make
generally available to its stockholders, as soon as reasonably practicable,
earnings statements (which need not be audited) covering at least 12 months that
satisfy the provisions of Section 11(a) of the Securities Act and Rule 158
thereunder, and (iii) delay filing any Resale Registration Statement or
Prospectus or amendment or supplement to such Resale Registration Statement or
Prospectus to which any Holder of Registrable Securities covered by any Resale
Registration Statement shall have reasonably objected on the grounds that such
Resale Registration Statement or Prospectus or amendment or supplement does not
comply in all material respects with the requirements of the Securities Act,
such Holder having been furnished with a copy thereof at least two Business
Days prior to the filing thereof; provided, however,
that the REIT may file such Resale Registration Statement or Prospectus or
amendment or supplement following such time as the REIT shall have made a good
faith effort to resolve any such issue with the objecting Holder and shall have
advised the Holder in writing of its reasonable belief that such filing
complies in all material respects with the requirements of the Securities Act;


 


(n)              
cause to be maintained a registrar and transfer agent for all Registrable
Securities covered by any Resale Registration Statement from and after a date
not later than the effective date of such Resale Registration Statement;


 


(o)              
in connection with any sale or transfer of the Registrable Securities (whether
or not pursuant to a Resale Registration Statement) that would result in the
securities being delivered no longer constituting Registrable Securities,
cooperate with the Holders to facilitate the timely preparation and delivery of
certificates representing (or book entries evidencing) the Registrable
Securities to be sold, which certificates or book entries shall not bear any
transfer restrictive legends arising under federal or state securities laws,
and to enable such Registrable Securities to be in such denominations and
registered in such names as the Holders may request at least three Business
Days prior to any sale of the Registrable Securities;


11








(p)              
cause management of the REIT to cooperate as may be reasonably requested with
each of the Holders of Registrable Securities covered by a Resale Registration
Statement, including by participating in roadshows, one-on-one meetings with
institutional investors, and any request for information or other diligence
request by any such Holder or any underwriter; notwithstanding the foregoing,
management of the REIT shall not be required to participate in roadshows or
one-on-one meetings with institutional investors unless requested by one or
more Holders of Registrable Securities having an aggregate value of at least
$1,000,000;


 


(q)              
in connection with a public offering of Registrable Securities, whether or not
such offering is an underwritten offering, use reasonable best efforts to
obtain a customary “comfort” letter from the independent registered public
accountants for the REIT and any acquisition target of the REIT whose financial
statements are required to be included or incorporated by reference in any
Resale Registration Statement, in form and substance customarily given by
independent registered public accountants in an underwritten public offering,
addressed to the underwriters, if any, and to the Holders of the Registrable
Securities being sold pursuant to each Resale Registration Statement;


 


(r)                
execute and deliver all instruments and documents (including an underwriting
agreement or placement agent agreement, as applicable in customary form) and
take such other actions and obtain such certificates and opinions as sellers of
the Registrable Securities being sold reasonably request in order to effect a
public offering of such Registrable Securities and in such connection, whether
or not an underwriting agreement is entered into and whether or not the
offering is an underwritten offering, (A) make such representations
and warranties to the Holders of such Registrable Securities and the
underwriters, if any, with respect to the business of the REIT and its
subsidiaries, and the Resale Registration Statement and documents, if any,
incorporated by reference therein, in each case, in form, substance and scope
as are customarily made by issuers to underwriters in underwritten offerings,
and, if true, confirm the same if and when requested, and (B) use
reasonable best efforts to furnish to the selling Holders and underwriters of
such Registrable Securities opinions and negative assurance letters of counsel
to the REIT and updates thereof (which counsel and opinions (in form, scope and
substance) are reasonably satisfactory to the managing underwriters, if any,
and one counsel selected by a majority of the selling Holders of the
Registrable Securities), covering the matters customarily covered in opinions
requested in underwritten offerings and such other matters as may be reasonably
requested by such counsel and any such underwriters; and


 


(s)               
upon reasonable request by a Holder, the REIT shall file an amendment to any
applicable Resale Registration Statement (or Prospectus supplement, as
applicable), to name additional Holders of Registrable Securities or otherwise
update the information provided by any such Holder in connection with such
Holder’s disposition of Registrable Securities.


 


Section
6.               
Obligations of the Holders.


 


(a)               
The REIT may require the Holders to furnish in writing to the REIT such
information regarding such Holder and the proposed method or methods of
distribution of Registrable Securities by such Holder as the REIT may from time
to time reasonably request in writing or as may be required to effect the
registration of the Registrable Securities, and no Holder may be entitled to be
named as a selling stockholder in any Resale Registration Statement or use the
Prospectus forming a part thereof if such Holder does not provide such
information to the REIT; provided, however, that if the REIT
elects to file a registration statement that includes all Registrable
Securities outstanding in accordance with 2(a), the REIT shall be permitted to
include in such registration statement such information regarding the Holders
as the REIT has in its possession at the time of the filing of such
registration statement.  Each Holder further agrees to furnish promptly to
the REIT in writing all information required from time to time to make the
information previously furnished by such Holder not misleading.


12








(b)              
Each Holder agrees to, upon receipt of any notice from the REIT of the
happening of any event of the kind described in Section
5(f)(ii), 5(f)(iii) or 5(f)(iv) hereof, immediately
discontinue disposition of Registrable Securities pursuant to a Resale
Registration Statement until (i) any such stop order is vacated,
or (ii) if an event described in Section
5(f)(iii) or Section 5(f)(iv) occurs, such Holder’s receipt of
the copies of the supplemented or amended Prospectus.  If so directed by
the REIT, such Holder shall deliver to the REIT (at the reasonable expense of
the REIT) all copies, other than permanent file copies then in such Holder’s
possession, in its possession of the Prospectus covering such Registrable
Securities current at the time of receipt of such notice.


 


Section
7.               
Expenses of Registration. 
The REIT shall pay all Registration Expenses in connection with the
registration of the resale of the Registrable Securities pursuant to this
Agreement and any other actions that may be taken in connection with the
registration contemplated herein.  Each Holder participating in a
registration pursuant to Section 2 or Section 3 shall bear
such Holder’s proportionate share (based on the total number of Registrable
Securities sold in such registration) of all Selling Expenses and any other
expense relating to a registration of Registrable Securities pursuant to this
Agreement and any other Selling Expenses relating to the sale or disposition of
such Holder’s Registrable Securities pursuant to any Resale Registration
Statement.


 


Section
8.               
Indemnification and Contribution.


 


(a)               
The REIT shall indemnify and hold harmless each Holder of Registrable
Securities covered by a Resale Registration Statement, each person who controls
any such Holder (within the meaning of Section 15 of the Securities Act or
Section 20 of the Exchange Act), and the officers, directors, members,
managers, stockholders, partners, limited partners, agents and employees of
each of them, to the fullest extent permitted by applicable law, from and
against any and all losses, claims, damages, liabilities, costs (including
reasonable attorneys” fees) and expenses (collectively, “Losses”),
as incurred, arising out of or relating to (i) any untrue or alleged untrue
statement of a material fact contained in a Resale Registration Statement or any
Prospectus or in any amendment or supplement thereto or in any preliminary
Prospectus, or arising out of or relating to any omission or alleged omission
of a material fact required to be stated therein or necessary to make the
statements therein (in the case of any Prospectus or supplement thereto, in
light of the circumstances under which they were made) not misleading, or (ii)
any violation or alleged violation by the REIT of the Securities Act, the
Exchange Act or any state securities law, or any rule or regulation thereunder,
in connection with the performance of its obligations under this Agreement; in
each case, except to the extent, but only to the extent,
that (A) such untrue statement or omission is based upon information
regarding such Holder furnished in writing to the REIT by or on behalf of such
Holder expressly for use therein, or (B) such information relates to
such Holder or such Holder’s proposed method of distribution of the Registrable
Securities and was approved in writing by or on behalf of such Holder expressly
for use in the Resale Registration Statement, such Prospectus or in any
amendment or supplement thereto.


13








(b)              
Each Holder of Registrable Securities covered by a Resale Registration
Statement shall, severally and not jointly, indemnify and hold harmless the
REIT, each director of the REIT, each officer of the REIT who shall sign a
Resale Registration Statement, and each Person who controls any of the
foregoing Persons (within the meaning of Section 15 of the Securities Act or
Section 20 of the Exchange Act) against any Losses, as incurred, arising out of
or relating to any untrue or alleged untrue statement of a material fact
contained in a Resale Registration Statement or any Prospectus or in any
amendment or supplement thereto or in any preliminary Prospectus, or arising
out of or relating to any omission or alleged omission of a material fact
required to be stated therein or necessary to make the statements therein (in
the case of any Prospectus or supplement thereto, in light of the circumstances
under which they were made) not misleading, but only to the extent
that (i) such untrue statement or omission is based upon information
regarding such Holder furnished in writing to the REIT by or on behalf of such
Holder expressly for use therein, or (ii) such information relates to
such Holder or such Holder’s proposed method of distribution of the Registrable
Securities and was approved in writing by or on behalf of such Holder expressly
for use in the Resale Registration Statement, such Prospectus or in any
amendment or supplement thereto.


 


(c)               
Each party entitled to indemnification under this Section 8 (the “Indemnified
Party”) shall give notice to the party required to provide
indemnification (the “Indemnifying Party”) promptly after such
Indemnified Party has actual knowledge of any claim as to which indemnity
may be sought, but the omission to so notify the Indemnifying Party shall not
relieve it from any liability which it may have to the Indemnified Party
pursuant to the provisions of this Section 8 except to the extent of
the actual damages suffered by such delay in notification.  The
Indemnifying Party shall assume the defense of such action, including the
employment of counsel to be chosen by the Indemnifying Party to be reasonably
satisfactory to the Indemnified Party, and payment of expenses.  The
Indemnified Party shall have the right to employ its own counsel in any such
case, but the legal fees and expenses of such counsel shall be at the expense
of the Indemnified Party, unless (i) the employment of such counsel
was authorized in writing by the Indemnifying Party in connection with the
defense of such action, (ii) the Indemnifying Party shall not have
employed counsel to take charge of the defense of such action
or (iii) the Indemnified Party shall have reasonably concluded that
there may be defenses available to it or them which are different from or
additional to those available to the Indemnifying Party (in which case the
Indemnifying Party shall not have the right to direct the defense of such
action on behalf of the Indemnified Party), in any of which events such fees
and expenses shall be borne by the Indemnifying Party.  No Indemnifying
Party, in the defense of any such claim or litigation, shall, except with the
consent of each Indemnified Party, consent to the entry of any judgment or
enter into any settlement unless such judgment or
settlement (i) includes an unconditional release by the claimant or
plaintiff to such Indemnified Party from all liability in respect to such claim
or litigation, and (ii) does not include a statement as to or an
admission of fault, culpability or a failure to act, by or on behalf of any
Indemnified Party.


 


(d)              
If the indemnification provided for in this Section 8 is unavailable
to a party that would have been an Indemnified Party under this Section
8 in respect of any Losses referred to herein, then each party that would
have been an Indemnifying Party hereunder shall, in lieu of indemnifying such
Indemnified Party, contribute to the amount paid or payable by such Indemnified
Party as a result of such Losses in such proportion as is appropriate to
reflect the relative fault of the Indemnifying Party, on the one hand, and such
Indemnified Party, on the other hand, in connection with the statement or
omission which resulted in such Losses, as well as any other relevant equitable
considerations.  The relative fault shall be determined by reference to,
among other things, whether the untrue or alleged untrue statement of a
material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Indemnifying Party or such Indemnified
Party and the parties’ relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission.  The REIT
and each Holder agree that it would not be just and equitable if contribution
pursuant to this Section 8 were determined by pro rata
allocation or by any other method of allocation which does not take account of
the equitable considerations referred to above in this 8(d).


14








(e)               
No person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from any Person
who was not guilty of such fraudulent misrepresentation.


 


(f)               
In no event shall any Holder be liable for any Losses pursuant to
this Section 8 in excess of the net proceeds to such Holder of any
Registrable Securities sold by such Holder.


 


Section
9.               
Rule 144.  Subject
to Section 5.01 of the Stockholders’ Agreement, the REIT shall, at the REIT’s
expense, for so long as any Holder holds any Registrable Securities, use
reasonable best efforts to cooperate with the Holders, as may be reasonably
requested by any Holder from time to time, to facilitate any proposed sale of
Registrable Securities by the requesting Holder(s) in accordance with the
provisions of Rule 144, including by using reasonable best efforts (i) to
comply with the current public information requirements of Rule 144
and (ii) to provide opinions of counsel as may be reasonably
necessary in order for such Holder to avail itself of such rule to allow such
Holder to sell such Registrable Securities without registration under the
Securities Act.


 


Section
10.            Transfer
of Registration Rights.  The
rights and obligations of a Holder under this Agreement may be transferred or
otherwise assigned to a transferee or assignee of Registrable Securities, provided (i) such
transferee or assignee becomes a party to this Agreement or agrees in writing
to be subject to the terms hereof to the same extent as if such transferee or
assignee were an original party hereunder, and (ii) the REIT is given
written notice by such Holder of such transfer or assignment stating the name
and address of such transferee or assignee and identifying the securities with
regard to which such rights and obligations are being transferred or assigned.


 


Section
11.            Miscellaneous.


 


(a)               
Governing Law; Jurisdiction; Waiver of Jury Trial.  This Agreement
and any claim, controversy or dispute arising under or related in any way to
this Agreement, the relationship of the parties, the transactions contemplated
by this Agreement and/or the interpretation and enforcement of the rights and
duties of the parties hereunder or related in any way to the foregoing, shall
be governed by and construed in accordance with the laws of the State of
Maryland without giving effect to any choice or conflict of law provision or
rule (whether of the State of Maryland or any other jurisdiction) that would
cause the application of the laws of any jurisdiction other than the State of
Maryland.


 


EACH PARTY IRREVOCABLY SUBMITS TO THE EXCLUSIVE
JURISDICTION OF ANY STATE OR FEDERAL COURT SITTING IN THE STATE OF MARYLAND FOR
THE PURPOSES OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF OR RELATING
TO THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY AND AGREES THAT ALL
CLAIMS IN RESPECT OF THE SUIT, ACTION OR OTHER PROCEEDING MAY BE HEARD AND
DETERMINED IN ANY SUCH COURT.  EACH PARTY AGREES TO COMMENCE ANY SUCH
SUIT, ACTION OR OTHER PROCEEDING IN ANY STATE OR FEDERAL COURT SITTING IN THE
STATE OF MARYLAND.  EACH PARTY WAIVES ANY DEFENSE OF IMPROPER VENUE OR
INCONVENIENT FORUM TO THE MAINTENANCE OF ANY ACTION OR PROCEEDING SO BROUGHT
AND WAIVES ANY BOND, SURETY, OR OTHER SECURITY THAT MIGHT BE REQUIRED OF ANY
OTHER PARTY WITH RESPECT THERETO.  ANY PARTY MAY MAKE SERVICE ON ANY OTHER
PARTY BY SENDING OR DELIVERING A COPY OF THE PROCESS TO THE PARTY TO BE SERVED
AT THE ADDRESS AND IN THE MANNER PROVIDED FOR THE GIVING OF NOTICES
IN 11(e).  NOTHING IN THIS 11(a), HOWEVER, SHALL AFFECT THE
RIGHT OF ANY PARTY TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW
OR AT EQUITY.  EACH PARTY AGREES THAT A FINAL JUDGMENT IN ANY ACTION OR
PROCEEDING SO BROUGHT SHALL BE CONCLUSIVE AND MAY BE ENFORCED BY SUIT ON THE
JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW OR AT EQUITY.


15








EACH OF THE PARTIES HEREBY WAIVES ITS RIGHT TO A JURY
TRIAL WITH RESPECT TO ANY ACTION OR CLAIM ARISING OUT OF ANY DISPUTE IN
CONNECTION WITH THIS AGREEMENT, ANY RIGHTS OR OBLIGATIONS HEREUNDER OR THE
PERFORMANCE OF SUCH RIGHTS AND OBLIGATIONS.  EACH OF THE PARTIES (i) CERTIFIES
THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HERETO HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE
EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS,
AND (ii) ACKNOWLEDGES THAT SUCH OTHER PARTY HAS BEEN INDUCED TO ENTER
INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE WAIVERS AND CERTIFICATIONS
CONTAINED HEREIN.


 


(b)              
Entire Agreement.  This Agreement, together with the Purchase Agreements,
the Warrant Agreement and the Class A Unit Agreement, constitutes the full and
entire understanding and agreement among the parties with regard to the subject
matter hereof.


 


(c)             Interpretation
and Usage.  In this Agreement, unless there is a clear contrary
intention: (i) when a reference is made to a section, an annex or a
schedule, that reference is to a section, an annex or a schedule of or to this
Agreement; (ii) the singular includes the plural and vice
versa; (iii) reference to any agreement, document or instrument means
that agreement, document or instrument as amended or modified and in effect
from time to time in accordance with the terms
thereof; (iv) reference to any statute, rule, regulation or other law
means that statute, rule, regulation or law as amended, modified, codified,
replaced or reenacted, in whole or in part, and in effect from time to time,
including rules and regulations promulgated thereunder, and reference to any
section or other provision of any law means that section or provision from time
to time in effect and constituting the substantive amendment, modification,
codification, replacement or reenactment of that section or
provision; (v) ”hereunder,” “hereof,” “hereto,” and words of similar
import shall be deemed references to this Agreement as a whole and not to any
particular article, section or other provision of this
Agreement; (vi) ”including” (and with correlative meaning “include”)
means including without limiting the generality of any description preceding
such term; (vii) references to agreements, documents or instruments
shall be deemed to refer as well to all addenda, exhibits, schedules or
amendments thereto; and (viii) the terms “writing,” “written” and
words of similar import shall be deemed to include communications and documents
in e-mail, fax or any other similar electronic or documentary form.


 


(d)              
Amendment.  No supplement, modification, waiver or termination of
this Agreement shall be binding unless executed in writing by the REIT and the
Holders of at least a majority of the Registrable Securities (it being
understood that a modification of Schedule I hereto to reflect a transfer
permitted by Section 10 shall not be deemed to require such
approval).


 


(e)               
Notices.  Each notice, demand, request, request for approval,
consent, approval, disapproval, designation or other communication (each of the
foregoing being referred to herein as a notice) required or desired to be given
or made under this Agreement shall be in writing (except as otherwise provided
in this Agreement), and shall be effective and deemed to have been
received (i) when delivered in person, (ii) when receipt is
acknowledged by recipient if sent by fax or e-mail, (iii) five (5)
days after having been mailed by certified or registered United States mail,
postage prepaid, return receipt requested, or (iv) the next Business
Day after having been sent by a nationally recognized overnight mail or courier
service, receipt requested.  Notices shall be addressed as
follows: (A) if to a Holder, at such Holder’s address, e-mail address
or fax number set forth on Schedule I hereto, or at such other address, e-mail
address or fax number as such Holder shall have furnished to the REIT in
writing, or (B) if to any assignee or transferee of a Holder, at such
address, e-mail address or fax number as such assignee or transferee shall have
furnished to the REIT in writing, or (C) if to the REIT, at the
address of its principal executive offices and addressed to the attention of
the President, or at such other address, e-mail address or fax number as the
REIT shall have furnished to the Holders.  Any notice or other
communication required to be given hereunder to a Holder in connection with a
registration may instead be given to a designated representative of such Holder.


16








(f)               
Counterparts.  This Agreement may be executed in any number of
counterparts, each of which may be executed by fewer than all of the parties
hereto (provided, however, that each party executes one or
more counterparts), each of which shall be enforceable against the parties
actually executing such counterparts, and all of which together shall
constitute one instrument.  This Agreement may be executed in any number
of separate counterparts (including by means of facsimile, e-mail (including
..pdf or any electronic signature complying with the U.S. federal ESIGN Act of
2000, for example, www.docusign.com) or other transmission method), each of
which is an original but all of which taken together shall constitute one and
the same instrument.


 


(g)              
Severability.  In the event that any provision of this Agreement
becomes or is declared by a court of competent jurisdiction to be illegal,
unenforceable or void, this Agreement shall continue in full force and effect
without said provision.


 


(h)              
Section Titles.  Section titles are for descriptive purposes only
and shall not control or alter the meaning of this Agreement as set forth in
the text.


 


(i)                
Successors and Assigns.  This Agreement shall be binding upon the
parties hereto and their respective successors and permitted assigns and shall
inure to the benefit of the parties hereto and their respective successors and
permitted assigns.  If any successor or permitted assignee of any Holder
shall acquire Registrable Securities in any manner, whether by operation of law
or otherwise, (a) such successor or permitted assignee shall be
entitled to all of the benefits of a “Holder” under this Agreement
and (b) such Registrable Securities shall be held subject to all of
the terms of this Agreement, and by taking and holding such Registrable
Securities such Person shall be conclusively deemed to have agreed to be bound
by all of the terms and provisions hereof.


 


(j)                
Remedies; No Waiver.  Each party acknowledges and agrees that the
other parties would be irreparably damaged in the event that the covenants set
forth in this Agreement were not performed in accordance with its specific
terms or were otherwise breached.  It is accordingly agreed that each
party hereto shall be entitled to seek an injunction to specifically enforce
the terms of this Agreement solely in the courts specified in 11(a), in
addition to any other remedy to which such party may be entitled hereunder, at
law or in equity.


 


No failure or delay by a party in exercising any right
or remedy provided by law or under this Agreement shall impair such right or
remedy or operate or be construed as a waiver or variation of it or preclude
its exercise at any subsequent time and no single or partial exercise of any
such right or remedy shall preclude any further exercise of it or the exercise
of any other remedy.


17








(k)              
No Other Obligation to Register.  Except as otherwise expressly
provided in this Agreement, the REIT shall have no obligation to the Holders to
register the resale of the Registrable Securities under the Securities Act.


 


(l)                
Changes in Securities Laws.  In the event that any amendment,
repeal or other change in the securities laws shall render the provisions of
this Agreement inapplicable, the REIT shall provide the Holders with
substantially similar rights to those granted under this Agreement and use its
good faith efforts to cause such rights to be as comparable as possible to the
rights granted to the Holders hereunder.


 


[Signature Page Follows]


18








IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first
written above.


 


 



	
         
	
        THE
  PARKING REIT, INC. 

         

         

        By: Manuel
  Chavez, III___________________ 

        Name:
  Manuel Chavez, III

        Title:
  Chief Executive Officer

         

         

        COLOR
  UP, LLC

         

         

        By: /s/
  Manuel Chavez, III_________________

        Name:
   Manuel Chavez, III 

        Title:
  Chief Executive Officer

         

         

        HSCP STRATEGIC III, L.P.

         

         

        By: /s/
  Jeffrey Osher______________________

        Name:
   Jeffery Osher 

        Title:
  Authorized Signatory



 







[Signature
Page to Registration Rights Agreement] 








Schedule I 


 


Holders of Registrable Securities Address, E-mail Address and Fax Number


 


Color Up, LLC 


[  ]


Email: [  ]


Fax: [  ]


 


HSCP STRATEGIC III, L.P.


[  ]


Email: [  ]