Exhibit
10.12


 


VOTING AGREEMENT


 


THIS VOTING
AGREEMENT (this “Agreement”) is
made and entered into as of                  
, 2010, by and among STAG INDUSTRIAL, INC., a Maryland corporation (the “Company”), STAG INDUSTRIAL OPERATING PARTNERSHIP, L.P., a Delaware
limited partnership (the “Operating Partnership”),
GI STAG INVESTCO, LLC, a Delaware limited liability company (“GISI”) and the undersigned contributors (each a “Contributor” and collectively, the “Contributors”).


 


RECITALS


 


A.                                   WHEREAS, on                  
, 2010, the Company and the Operating Partnership entered into several
contribution agreements (the “Contribution Agreements”)
with the Contributors, which provide for the contribution of various portfolios
of primarily single-tenant real estate assets (the “Contributions”)
in connection with a proposed initial public offering (the “Public Offering” and together with the Contributions, the “Formation Transactions”) of shares of common stock, par
value $0.01 per share, of the Company (the “Common Stock”);


 


B.                                     WHEREAS, each Contributor is the record owner or beneficial
owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934,
as amended (the “Exchange Act”)) of, and has the
right to direct the voting or disposition of, the number of shares of Common
Stock, or common units of limited partnership in the Operating Partnership (“OP Units”), indicated on the signature page of this
Agreement (such shares of common stock and shares of Common Stock issuable upon
redemption of the OP Units, the “Shares”); and


 


C.                                     WHEREAS, as an inducement for (i) GISI to enter into
the limited liability company agreement (the “JV Agreement”)
of STAG GI INVESTMENTS, LLC, a Delaware limited liability company (“STAG GI”), and (ii) each of the Contributors to enter into
such Contributor’s Contribution Agreement with the Company and the Operating
Partnership, and as part of the conditions to the consummation of the Formation
Transactions, the Company desires to agree to provide GISI the right to select
up to two individuals to be nominated to serve on the Board of Directors of the
Company (the “Board”), and each Contributor
desires to agree to vote the Shares over which the Contributor has voting power
as described below;


 


NOW,
THEREFORE, for good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties agree as follows:


 


1.                                       Initial Board
of Directors.


 


(a)                                  If GISI,
through its interest in STAG GI, receives beneficial ownership (within the
meaning of Rule 13d-3 under the Exchange Act) of 10% or more of the total
OP Units issued by the Operating Partnership in the Contributions, then
immediately following the Public Offering, the Board shall consist of seven
directors, at least five of whom will be Independent Directors (as defined
below), each of whom will serve a one-year term and two of whom shall have been
selected by GISI.  Of the two directors
to be selected by GISI, both must be Qualified Nominees (as defined below) and
at least one must qualify as an Independent Director and qualify to serve as
chairperson of at least one of the compensation, audit, nominating and
investment committees of the Board and will be required to serve as chairperson


 

















 


of one of the aforesaid
committees; provided, however, the composition of the Board and each committee
thereof shall satisfy all listing requirements of the New York Stock
Exchange.  GISI agrees to notify the
Company of its proposed appointments for the initial Board at least one week in
advance of the expected filing of the first amendment to the registration
statement for the Public Offering, together with any information regarding such
appointees as the Company reasonably requests.


 


(b)                                 “Independent Director” means an individual who qualifies as
an “independent director” under the requirements of the New York Stock
Exchange.


 


(c)                                  “Qualified Nominee” means an individual (i) who is not a
competitor of the Company or any of its subsidiaries or an affiliate of a
competitor of the Company or any of its subsidiaries, as reasonably determined
by the Board, (ii) who does not have a material conflict of interest in
serving as a member of the Board or would be unable to comply with the Company’s
code of business conduct and ethics and corporate governance guidelines, as
reasonably determined by the Board, (iii) with respect to whom none of the
events described in Item 401(f) of Regulation S-K under the Securities Act
of 1933, as amended (or any successor regulation), has occurred in the prior 10
years and (iv) whose nomination and recommendation by the Board, in the
good faith determination of the Board, would not be inconsistent with the Board’s
duties to the Company and its stockholders. 
For purposes of this definition, a managing director or director of GI
Partners shall not be deemed to be a competitor or an affiliate of a competitor
of the Company or any of its subsidiaries or to have a material conflict of
interest in serving as a member of the Board by reason of such position or any
ownership interest in GI Partners or its subsidiaries.


 


2.                                       Agreement to
Nominate Directors.


 


(a)                                  If GISI,
through its interest in STAG GI, receives beneficial ownership (within the
meaning of Rule 13d-3 under the Exchange Act) of 10% or more of the total
OP Units issued by the Operating Partnership in the Contributions, then from
the date hereof until the Expiration Date (defined below) and subject to the
terms and conditions in this Agreement, at every annual meeting of the
stockholders of the Company relating to the election of members of the Board,
the Company shall cause two individuals selected by GISI (both of whom must be
Qualified Nominees and at least one of whom must be an Independent Director and
qualify to serve as chairperson of at least one of the compensation, audit,
nominating and investment committees of the Board and will be required to serve
as chairperson of one of the aforesaid committees) to be nominated for election
to the Board; provided, however, the composition of the Board and each
committee thereof shall satisfy all listing requirements of the New York Stock
Exchange.


 


(b)                                 If at any time
while the Company’s obligations under this Section 2 are in effect, the
Board shall be classified with the result that directors serve for terms of
greater than one year, the Company shall not be required to make any
nominations otherwise required under this Section 2, except at an annual
meeting at which the term of an individual nominated pursuant to this
Section 2 and elected to the Board in connection with such nomination (a “GI Director”), is scheduled to expire; provided that if the
Board shall be classified, the GI Directors shall be placed in different
classes.


 


2

















 


(c)                                  This Agreement
shall not, and shall not be construed to, grant any other rights with regard to
the nomination of directors other than the limited rights set forth in this
Section 2.


 


3.                                       Agreement to
Vote Shares.


 


(a)                                  From the date
hereof until the Expiration Date, at every annual meeting of the stockholders
of the Company relating to the election of members of the Board, each of GISI
and the Contributors (in the capacity as a stockholder) shall appear at the
meeting or otherwise cause the Shares, if any, to be present for purposes of
establishing a quorum and shall vote the Shares, if any,  in favor of the election of the nominee or
nominees, as applicable, for the Board selected by GISI pursuant to, and in
accordance with, this Agreement.


 


(b)                                 If GISI or a
Contributor is the beneficial owner, but not the record holder, of the Shares,
GISI or such Contributor, as applicable, agrees to take all reasonable actions
necessary to cause the record holder and any nominees to vote all of the
Shares, if any, in the manner provided in Section 3(a).


 


(c)                                  This Agreement
shall not, and shall not be construed to, grant any other rights with regard to
the voting of the Shares, if any, other than the limited rights set forth in
this Section 3. None of GISI and the Contributors shall have any right to
influence in any manner the voting of the Shares, if any, on any other matters
that may come before the stockholders of the Company.


 


(d)                                 This Agreement
shall not, and shall not be construed to, restrict the ability of GISI or any
Contributor to sell or dispose of any Shares or other securities of the Company
or the Operating Partnership, in the open market or otherwise.


 


4.                                       Action in
Stockholder Capacity Only. None of GISI and the Contributors makes any
agreement or understanding herein as director or officer of the Company or as a
fiduciary of, or participant in, any compensation plan of the Company. Each of
GISI and the Contributors has entered into this Agreement solely in an
individual capacity as a record holder and/or beneficial owner of Shares and OP
Units, and nothing herein shall limit or affect any actions taken in a capacity
as an officer or director of the Company or as a fiduciary of, or participant
in, any compensation plan of the Company.


 


5.                                       Representations
and Warranties of the Company and the Operating Partnership.  The Company and the Operating Partnership
represent and warrant as follows:


 


(a)                                  The Company and
the Operating Partnership have full power and authority to make, enter into and
carry out the terms of this Agreement. 
This Agreement has been duly and validly executed and delivered by the
Company and the Operating Partnership and constitutes a valid and binding
agreement of the Company and the Operating Partnership enforceable against them
in accordance with its terms.


 


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(b)                                 The execution
and delivery of this Agreement and the performance by the Company and the
Operating Partnership of their agreements and obligations hereunder will not
result in any breach or violation of or be in conflict with or constitute a
default under any term of any agreement, judgment, injunction, order, decree,
law, regulation or arrangement to which the Company or the Operating
Partnership is a party or by which they (or any of their assets) is bound.


 


6.                                       Representations
and Warranties of Contributor.  Each Contributor severally and not jointly
represents as follows:


 


(a)                                  As of the date
of this Agreement, Contributor is the beneficial or record owner of the Shares
and OP Units indicated on the signature page of this Agreement,
and Contributor does not beneficially own any securities of the Company
other than (i) the Shares and OP Units set forth on the signature page of
this Agreement and (ii) any Common Stock beneficially owned under any
compensation plan of the Company. 
Contributor has full power and authority to make, enter into and carry
out the terms of this Agreement.  This
Agreement has been duly and validly executed and delivered by Contributor and
constitutes a valid and binding agreement of Contributor enforceable against
such Contributor in accordance with its terms.


 


(b)                                 Except for this
Agreement or as otherwise permitted by this Agreement, Contributor has full
legal power, authority and right to vote or to direct the voting of all of the
Shares then owned of record or beneficially as described in this Agreement,
without the consent or approval of, or any other action on the part of, any
other person or entity. Without limiting the generality of the foregoing,
Contributor has not entered into any voting agreement (other than this
Agreement) with any person or entity with respect to any of the Shares, granted
any person or entity any proxy (revocable or irrevocable) or power of attorney
with respect to any of the Shares, deposited any of the Shares in a voting
trust, or entered into any arrangement or agreement with any person or entity
limiting or affecting such Contributor’s legal power, authority or right to
vote the Shares on any matter.


 


(c)                                  The execution
and delivery of this Agreement and the performance by Contributor of such
Contributor’s agreements and obligations hereunder will not result in any
breach or violation of or be in conflict with or constitute a default under any
term of any agreement, judgment, injunction, order, decree, law, regulation or
arrangement to which Contributor is a party or by which Contributor (or any of
such Contributor’s assets) is bound.


 


7.                                       Representations
and Warranties of GISI.  GISI
represents and warrants as follows:


 


(a)                                  As of the date
of this Agreement, GISI is the beneficial or record owner of the Shares and OP
Units indicated on the signature page of this Agreement, and GISI
does not beneficially own any securities of the Company other than (i) the
Shares and OP Units set forth on the signature page of this Agreement and
(ii) any Common Stock beneficially owned under any compensation plan of
the Company. GISI has full power and authority to make, enter into and carry
out the terms of this Agreement.  This
Agreement has been duly and validly executed and delivered by GISI and
constitutes a valid and binding agreement of GISI enforceable against GISI in
accordance with its terms.


 


4

















 


(b)                                 Except for this
Agreement or as otherwise permitted by this Agreement, GISI has full legal
power, authority and right to vote or to direct the voting of all of the Shares
then owned of record or beneficially as described in this Agreement, without
the consent or approval of, or any other action on the part of, any other
person or entity (subject to the terms of the JV Agreement with respect to
Shares owned through STAG GI). Without limiting the generality of the
foregoing, GISI has not entered into any voting agreement (other than this
Agreement and the JV Agreement) with any person or entity with respect to any
of the Shares, granted any person or entity any proxy (revocable or
irrevocable) or power of attorney with respect to any of the Shares, deposited
any of the Shares in a voting trust, or entered into any arrangement or
agreement with any person or entity limiting or affecting GISI’s legal power,
authority or right to vote the Shares on any matter.


 


(c)                                  The execution
and delivery of this Agreement and the performance by GISI of its agreements
and obligations hereunder will not result in any breach or violation of or be
in conflict with or constitute a default under any term of any agreement,
judgment, injunction, order, decree, law, regulation or arrangement to which
GISI is a party or by which GISI (or any of its assets) is bound.


 


(d) GISI is controlled
by GI Partners.


 


8.                                       Termination.


 


(a)                                  This Agreement
shall terminate if:


 


(i) at
any time immediately following a transfer by GISI or any of the GI Controlled
Affiliates of any interest in the Formation Securities, GISI and the GI
Controlled Affiliates no longer beneficially own (within the meaning of
Rule 13d-3 under the Exchange Act), 10% or more of the total shares of
Common Stock of the Company outstanding on a fully diluted basis immediately
following such transfer (assuming all securities convertible or exchangeable
into shares of Common Stock, including all OP Units not held directly or
indirectly by the Company, are converted or exchanged into or redeemed for
shares of Common Stock), or


 


(ii) at
any time on or after the third anniversary of the Public Offering, GISI and the
GI Controlled Affiliates no longer beneficially own (within the meaning of
Rule 13d-3 under the Exchange Act), 10% or more of the total shares of
Common Stock of the Company outstanding on a fully diluted basis (assuming all
securities convertible or exchangeable into shares of Common Stock, including
all OP Units not held directly or indirectly by the Company, are converted or
exchanged into or redeemed for shares of Common Stock)  (the earlier to occur of the events in clause
(i) and (ii), the “Expiration Date”).


 


(b)                                 Upon such
termination, no party shall have any further obligations or liabilities
hereunder; provided that such termination shall not relieve any party from
liability for any breach of this Agreement prior to such termination.


 


5

















 


(c)                                  For purposes of
this Agreement, (i) “transfer” means
any transfer, sale, assignment, gift, exchange or redemption (other than an
exchange or redemption of OP Units for shares of Common Stock), distribution or
any other disposition by law or otherwise; (ii) “Formation
Securities” means the OP Units issued to GISI (through STAG GI) in
the Formation Transactions and shares of Common Stock issued upon redemption of
any such OP Units (or any securities issued as a dividend or distribution on,
or in exchange for such OP Units or shares of Common Stock); and (iii) “GI Controlled Affiliates” means, so long as they are
controlled by GI Partners, GI Partners Fund III-A L.P., GI Partners Fund III-B
L.P., GI Partners Fund III L.P., GI STAG UBTI Blocker, Inc. and GI STAG
ECI Blocker, Inc.


 


9.                                       Miscellaneous
Provisions.


 


(a)                                  Amendments,
Modifications and Waivers. No amendment, modification or waiver in
respect of this Agreement shall be effective against any party unless it shall
be in writing and signed by the Company, the Operating Partnership, GISI and
the Contributors.


 


(b)                                 Entire
Agreement. This Agreement constitutes the entire agreement
among the parties to this Agreement and supersede all other prior agreements
and understandings, both written and oral, between the parties with respect to
the subject matter hereof.


 


(c)                                  Governing Law. This
Agreement shall be governed by and construed in accordance with the laws of the
State of New York, regardless of the laws that might otherwise govern under
applicable principles of conflicts of law thereof.


 


(d)                                 Assignment and
Successors. This Agreement and all of the provisions hereof
shall be binding upon and inure to the benefit of the parties hereto. This
Agreement and all the provisions hereof are personal to each of the parties
hereto, shall not inure to a party’s respective successors and may not be
assigned, other than to one of the GI Controlled Affiliates, by a party without
the prior written consent of the other parties. Any assignment in violation of
the foregoing shall be void and of no effect.


 


(e)                                  No Third Party
Rights. Nothing in this Agreement, express or implied, is intended to or
shall confer upon any person (other than the parties hereto) any right, benefit
or remedy of any nature whatsoever under or by reason of this Agreement.


 


(f)                                    Cooperation. Each of the
parties hereto agrees to cooperate fully with the other parties and to execute
and deliver such further documents, certificates, agreements and instruments
and to take such other actions as may be reasonably requested by another party
to evidence or reflect the transactions contemplated by this Agreement and to
carry out the intent and purpose of this Agreement. Each of the parties hereto
agrees that the other parties may publish and disclose each party’s identity
and ownership of Shares, OP Units and other securities of the Company or the
Operating Partnership and the nature of each party’s commitments, arrangements
and understandings under this Agreement as may be required by applicable law in
any filing made by a party with the Securities and Exchange Commission.


 


(g)                                 Severability. If any
provision of this Agreement is held invalid or unenforceable by any court of
competent jurisdiction, the other provisions of this Agreement will


 


6

















 


remain in full force and
effect. Any provision of this Agreement held invalid or unenforceable only in
part or degree will remain in full force and effect to the extent not held
invalid or unenforceable.


 


(h)                                 Specific
Performance; Injunctive Relief. Each party hereto
acknowledges that the other parties may be irreparably harmed and that there
may be no adequate remedy at law for a breach of any of the covenants or
agreements of a party’s set forth in this Agreement. Therefore, each party
hereto hereby agree that, in addition to any other remedies that may be
available upon any such breach, each party shall have the right to seek
specific performance, injunctive relief or any other remedies available to such
party at law or in equity without posting any bond or other undertaking in
order to enforce such covenants and agreements.


 


(i)                                     Notices. All notices,
consents, requests, claims, demands and other communications under this
Agreement shall be in writing (which shall include communications by e-mail)
and shall be delivered (a) in person or by courier or overnight service,
or (b) by e-mail with a copy delivered as provided in clause (a). If to a
Contributor, to Contributor’s address or e-mail address shown below Contributor’s
signature on the signature pages hereof, and


 


with a copy (which shall not
constitute notice) to:


 


STAG
Capital Partners, LLC


99 Chauncy Street, 10th
Floor


Boston, MA  02111


Attention: General Counsel


Fax: 617-514-0052


E-mail: karnone@stagcapital.com


 


with a further copy (which
shall not constitute notice) to:


 


DLA Piper LLP (US)

33 Arch Street, 26th Floor

Boston, MA 02110

Attn: John L. Sullivan, Esq.

Fax:  617-406-6100


E-mail:
john.sullivan@dlapiper.com


 


If to the Company and the Operating
Partnership:


 


STAG
Industrial, Inc.


99 Chauncy Street, 10th
Floor


Boston, MA  02111


Attention: General Counsel


Fax: 617-514-0052


E-mail:
karnone@stagcapital.com


 


7

















 


If to GISI:


 


GI
Partners


2180 Sand Hill Road, Suite 210


Menlo Park, CA  94025


Attention: Alexander Fraser


Fax: 650-233-3601


E-mail:
alexander@gipartners.com


 


with a copy (which shall not
constitute notice) to:


 


STAG
Capital Partners, LLC


99 Chauncy Street, 10th
Floor


Boston, MA  02111


Attention: General Counsel


Fax: 617-514-0052


E-mail:
karnone@stagcapital.com


 


with a further copy (which
shall not constitute notice) to:


 


Paul, Hastings, Janofsky &
Walker LLP


695 Town Center Drive,
Seventeenth Floor Costa Mesa, CA 92626

Attn:  John Simonis, Esq.

Fax:  714-668-6336


E-mail:
johnsimonis@paulhastings.com


 


or to such other address or
facsimile number as the parties hereto may designate in writing to the other in
accordance with this Section 9(i). Any party may change the address or
facsimile number to which notices are to be sent by giving written notice of
such change of address or number to the other parties in the manner above
provided for giving notice. If delivered personally or by courier, the date on
which the notice, request, instruction or document is delivered shall be the
date on which such delivery is made and if delivered by facsimile or e-mail
transmission or mail as aforesaid, the date on which such notice, request,
instruction or document is received shall be the date of delivery.


 


(j)                                     Counterparts. This
Agreement may be executed in several counterparts, each of which shall be
deemed an original and all of which shall constitute one and the same
instrument, and shall become effective when counterparts have been signed by
each of the parties and delivered to the other parties; it being understood
that all parties need not sign the same counterpart.


 


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(k)                                  Headings. The headings
contained in this Agreement are for the convenience of reference only, shall
not be deemed to be a part of this Agreement and shall not be referred to in
connection with the construction or interpretation of this Agreement.


 


[Signatures
on the Following Pages]


 


9














 


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


 


	
   

  	
  COMPANY

  
	
   

  	
   

  
	
   

  	
  STAG
  INDUSTRIAL, INC., a Maryland corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  OPERATING PARTNERSHIP

  
	
   

  	
   

  
	
   

  	
  STAG INDUSTRIAL OPERATING
  PARTNERSHIP, L.P., a Delaware limited partnership

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  STAG INDUSTRIAL GP, LLC, a
  Delaware limited liability company, its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  GISI

  
	
   

  	
   

  
	
   

  	
  GI STAG INVESTCO, LLC, a
  Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  Shares Beneficially Owned (ownership is through STAG GI Investments,
  LLC and duplicative of the “Shares Beneficially Owned” indicated for STAG GI
  Investment, LLC below):

  
	
   

  	
   

  
	
   

  	
                  shares
  of Common Stock

  
	
   

  	
                  OP
  Units

  
						



 


[Signature
Page to Voting Agreement]


 

















 


	
   

  	
  CONTRIBUTORS

  
	
   

  	
   

  
	
   

  	
  STAG GI INVESTMENTS, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  STAG MANAGER, LLC, its
  manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  Address:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Shares Beneficially Owned:

  
	
   

  	
   

  
	
   

  	
               shares
  of Common Stock

  
	
   

  	
               OP
  Units

  
	
   

  	
   

  
	
   

  	
  STAG INVESTMENTS III, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  STAG MANAGER III, LLC, a
  Delaware limited liability company, its manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  Address:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Shares Beneficially Owned:

  
	
   

  	
   

  
	
   

  	
               shares
  of Common Stock

  
	
   

  	
               OP
  Units

  



 


[Signature
Page to Voting Agreement]


 

















 


	
   

  	
  STAG INVESTMENTS IV, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  STAG MANAGER IV, LLC, a
  Delaware limited liability company, its manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  Address:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Shares Beneficially Owned:

  
	
   

  	
   

  
	
   

  	
            
  shares of Common Stock

  
	
   

  	
            
  OP Units

  
	
   

  	
   

  
	
   

  	
  NET LEASE AGGREGATION
  FUNDS, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  Address:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Shares
  Beneficially Owned (excludes any shares of Common Stock or OP Units owned
  through STAG GI Investments, LLC, STAG Investments III, LLC or STAG
  Investment IV, LLC):

  
	
   

  	
   

  
	
   

  	
            
  shares of Common Stock

  
	
   

  	
            
  OP Units

  



 


[Signature
Page to Voting Agreement]


 

















 


	
   

  	
  INNOVATIVE PROMOTIONS LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  Address:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Shares
  Beneficially Owned (excludes any shares of Common Stock or OP Units owned
  through STAG GI Investments, LLC, STAG Investments III, LLC or STAG
  Investment IV, LLC):

  
	
   

  	
   

  
	
   

  	
            
  shares of Common Stock

  
	
   

  	
            
  OP Units

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GREGORY W. SULLIVAN

  
	
   

  	
   

  
	
   

  	
  Address:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Shares
  Beneficially Owned (excludes any shares of Common Stock or OP Units owned
  through STAG GI Investments, LLC, STAG Investments III, LLC or STAG
  Investment IV, LLC):

  
	
   

  	
   

  
	
   

  	
            
  shares of Common Stock

  
	
   

  	
            
  OP Units

  



 


[Signature
Page to Voting Agreement]


 

















 


	
   

  	
  ROSEVIEW CAPITAL PARTNERS
  LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  Address:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Shares
  Beneficially Owned (excludes any shares of Common Stock or OP Units owned
  through STAG GI Investments, LLC, STAG Investments III, LLC or STAG
  Investment IV, LLC):

  
	
   

  	
   

  
	
   

  	
            
  shares of Common Stock

  
	
   

  	
            
  OP Units

  
	
   

  	
   

  
	
   

  	
  BSB STAG III, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  Address:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Shares
  Beneficially Owned (excludes any shares of Common Stock or OP Units owned
  through STAG GI Investments, LLC, STAG Investments III, LLC or STAG
  Investment IV, LLC):

  
	
   

  	
   

  
	
   

  	
            
  shares of Common Stock

  
	
   

  	
            
  OP Units

  



 


[Signature
Page to Voting Agreement]


 

















 


	
   

  	
  STAG III EMPLOYEES, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  Address:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Shares
  Beneficially Owned (excludes any shares of Common Stock or OP Units owned
  through STAG GI Investments, LLC, STAG Investments III, LLC or STAG
  Investment IV, LLC):

  
	
   

  	
   

  
	
   

  	
            
  shares of Common Stock

  
	
   

  	
            
  OP Units

  
	
   

  	
   

  
	
   

  	
  NED STAG III RESIDUAL LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  Address:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Shares
  Beneficially Owned (excludes any shares of Common Stock or OP Units owned
  through STAG GI Investments, LLC, STAG Investments III, LLC or STAG
  Investment IV, LLC):

  
	
   

  	
   

  
	
   

  	
            
  shares of Common Stock

  
	
   

  	
            
  OP Units

  



 


[Signature
Page to Voting Agreement]


 

















 


	
   

  	
   

  
	
   

  	
  BENJAMIN S. BUTCHER

  
	
   

  	
   

  
	
   

  	
  Address:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Shares
  Beneficially Owned (excludes any shares of Common Stock or OP Units owned
  through STAG GI Investments, LLC, STAG Investments III, LLC or STAG
  Investment IV, LLC):

  
	
   

  	
   

  
	
   

  	
            
  shares of Common Stock

  
	
   

  	
            
  OP Units

  



 


[Signature Page to Voting Agreement]