Exhibit
10.11


 


REGISTRATION
RIGHTS AGREEMENT


 


BY AND
AMONG


 


STAG
INDUSTRIAL, INC.,


 


STAG
INDUSTRIAL OPERATING PARTNERSHIP, L.P.


 


AND THE
CONTRIBUTORS


 


DATED
AS OF
                      ,
2010


 

















 


REGISTRATION
RIGHTS AGREEMENT


 


THIS REGISTRATION RIGHTS
AGREEMENT (including all exhibits and schedules, 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”),
and the contributors whose names are set forth on the signature pages hereto
(each a “Contributor” and collectively, the “Contributors”).


 


RECITALS


 


A.            In connection with the
initial public offering of shares of the Company’s common stock, par value
$0.01 per share (the “Common Stock”),
the Company, the Operating Partnership and the Contributors will engage in
certain formation transactions (the “Formation Transactions”)
whereby:


 


(i)            the Contributors will contribute
to the Operating Partnership their interests in entities owning certain real
estate properties and other assets (the “Properties”);
and


 


(ii)           the Contributors will
receive common units of limited partnership in the Operating Partnership (“OP Units”) in exchange for their respective indirect
interests in the Properties, and a subsidiary of the Company will be the
general partner of the Operating Partnership.


 


B.            Pursuant to the Partnership
Agreement (as defined below), the OP Units will be redeemable for cash or, at
the sole and absolute discretion of the Company, exchangeable for shares of
Common Stock upon the terms and subject to the conditions contained in the
Partnership Agreement.


 


NOW, THEREFORE, in
consideration of the premises and the mutual agreements herein contained, and
for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:


 


ARTICLE I

DEFINITIONS


 


1.1           Definitions.  In addition to the definitions set forth above,
the following terms, as used herein, have the following meanings:


 


“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.


 

















 


“Business Day”
means any day, other than a Saturday or Sunday, that is neither a legal holiday
nor a day on which banking institutions in New York, New York or Boston,
Massachusetts are authorized or required by law, regulation or executive order
to close.


 


“Charter”
means the amended and restated charter of the Company as filed with the State
Department of Assessments and Taxation of Maryland on
          , 2010, as the same
may be amended, modified or restated from time to time.


 


“Commission”
means the Securities and Exchange Commission.


 


“Confidential
Information” means Confidential Information as defined in Section 2.13(a).


 


“Demand
Registration” means a Demand Registration as defined in Section 2.2.


 


“Demand
Registration Statement” means a Demand Registration Statement as
defined in Section 2.2.


 


“Exchange Act”
means the Securities Exchange Act of 1934, as amended and the rules and
regulations promulgated thereunder.


 


“Family
Member” of any individual means such individual’s spouse, ex-spouse,
ancestors, descendants (whether by blood or by adoption), brothers and sisters
and intervivos or testamentary trusts of which only such Person and his spouse,
ancestors, descendants (whether by blood or by adoption), brothers and sisters
are beneficiaries.


 


“GI Entities” means GI STAG
Investco, LLC, STAG GI Investments, LLC, 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.


 


“Holder”
means any Initial Holder who is the record or beneficial owner of any
Registrable Security or any assignee or transferee of such Registrable Security
(including assignments or transfers of Registrable Securities to such assignees
or transferees as a result of the foreclosure on any loans secured by such
Registrable Securities) to the extent (x) permitted under the Partnership
Agreement, the Charter or a separate written agreement between the Holder and
the Company, as applicable, and (y) (1) the Company is furnished with
written notice of the name and address of such assignee or transferee and the
securities with respect to which such registration rights are being assigned
and (2) such assignee or transferee agrees in writing to be bound by all
the provisions hereof, unless such Registrable Security is acquired in a public
distribution pursuant to a registration statement under the Securities Act or
pursuant to transactions exempt from registration under the Securities Act
where securities sold in such transaction may be resold without subsequent
registration under the Securities Act.


 


“Indemnified
Party” means an Indemnified Party as defined in Section 2.9.


 


“Indemnifying
Party” means an Indemnifying Party as defined in Section 2.9.


 


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“Indemnitee”
means Indemnitee as defined in Section 2.7.


 


“Initial
Holder” means (i) any Contributor, (ii) any partner,
member or stockholder of any Contributor and any of their respective partners,
members or stockholders (and continuing to any and all other partners, members
or stockholders that receive a permitted distribution of OP Units or
Registrable Securities), (iii) any Affiliate of any such partner, member
or stockholder, and (iv) any Family Member of any of the foregoing.


 


“Initial
Public Offering” means the offering of Common Stock pursuant to the Form S-11
Registration Statement (No. 333-              )
filed by the Company with the Commission under the Securities Act.


 


“Inspectors”
means Inspectors as defined in Section 2.5(g).


 


“Losses”
means Losses as defined in Section 2.7.


 


“Market Value”
means, with respect to the Common Stock, the average of the daily market price
for the ten (10) consecutive trading days immediately preceding the date
of a written request for registration pursuant to Section 2.2.  The market price for each such trading day
shall be:


 


(i) if the Common Stock
is listed or admitted to trading on any securities exchange, the closing price,
regular way, on such day, or if no such sale takes place on such day, the
average of the closing bid and asked prices on such day, in either case as
reported in the principal consolidated transaction reporting system,


 


(ii) if the Common
Stock is not listed or admitted to trading on any securities exchange, the last
reported sale price on such day or, if no sale takes place on such day, the
average of the closing bid and asked prices on such day, as reported by a
reliable quotation source designated by the Company, or


 


(iii) if the Common
Stock is not listed or admitted to trading on any securities exchange and no
such last reported sale price or closing bid and asked prices are available,
the average of the reported high bid and low asked prices on such day, as
reported by a reliable quotation source designated by the Company, or if there
shall be no bid and asked prices on such day, the average of the high bid and
low asked prices, as so reported, on the most recent day (not more than (10) days
prior to the date in question) for which prices have been so reported;


 


provided that if there are
no bid and asked prices reported during the ten (10) days prior to the
date in question, the Market Value of the Common Stock shall be determined by
the Board of Directors of the Company acting in good faith on the basis of such
quotations and other information as it considers, in its reasonable judgment,
appropriate.


 


“Notice
Period” means the Notice Period as defined in Section 2.2(a).


 


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“Partnership
Agreement” means the Amended and Restated Agreement of Limited
Partnership of the Operating Partnership dated as of
                    ,
2010, as the same may be amended, modified or restated from time to time.


 


“Person”
means an individual or a corporation, partnership, limited liability company,
association, trust, or any other entity or organization, including a government
or political subdivision or an agency or instrumentality thereof.


 


“Piggy-Back
Registration” means a Piggy-Back Registration as defined in Section 2.3.


 


“Records”
means Records as defined in Section 2.5(g).


 


“Registrable
Securities” means shares of Common Stock at any time owned, either
of record or beneficially, by any Holder and issued in the Formation Transactions
or upon exchange of OP Units received in the Formation Transactions and any
additional Common Stock issued as a dividend, distribution or exchange for, or
in respect of such shares until


 


(i)            a registration statement
covering such shares has been declared effective by the Commission and such
shares have been disposed of pursuant to such effective registration statement;


 


(ii)           such shares shall have
ceased to be outstanding;


 


(iii)          such shares are sold under
circumstances in which all of the applicable conditions of Rule 144 (or
any similar provisions then in force) under the Securities Act are met;


 


(iv)          such shares held may be sold
pursuant to Rule 144 under the Securities Act (or any similar rule or
regulation then in effect) without limitation as to volume or manner of sale;
or


 


(v)           such shares have been sold
or otherwise transferred in a transaction that would constitute a sale thereof
under the Securities Act, the Company has delivered a new certificate or other
evidence of ownership for such shares not bearing the Securities Act restricted
stock legend and such shares may be resold without subsequent registration
under the Securities Act;


 


provided, however, that “Registrable
Securities” for purposes of the indemnification obligations contained in Sections 2.7
and 2.8 shall mean all shares that are registered on the applicable
Shelf Registration, Demand Registration or Piggy-Back Registration,
notwithstanding that such shares may not otherwise be “Registrable Securities”
by operation of clause (iv) above.


 


“Registration
Expenses” means Registration Expenses as defined in Section 2.6.


 


“Securities
Act” means the Securities Act of 1933, as amended and the rules and
regulations promulgated thereunder.


 


“Selling
Holder” means a Holder who is selling Registrable Securities
pursuant to a registration statement under the Securities Act.


 


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“Shelf
Registration Statement” means a Shelf Registration statement as
defined in Section 2.1.


 


“STAG Parties”
means STAG Investments III, LLC and STAG Investments IV, LLC.


 


“Suspension”
means a Suspension as defined in Section 2.14.


 


“Suspension
Notice” means a Suspension Notice as defined in Section 2.14.


 


“Underwriter”
means a securities dealer who purchases any Registrable Securities as principal
and not as part of such dealer’s market-making activities.


 


ARTICLE II

REGISTRATION RIGHTS


 


2.1           Shelf Registration.  Within two weeks after the anniversary of the
consummation date of the Initial Public Offering, subject to Section 2.13
and 2.14,  the Company shall
prepare and file a “shelf” registration statement with respect to the resale
(except as provided in the next sentence) of the Registrable Securities on an
appropriate form for an offering to be made on a continuous basis pursuant to Rule 415
under the Securities Act (together with any amendments or supplements thereto,
the “Shelf Registration Statement”) and
shall use its commercially reasonable efforts to cause the Shelf Registration
Statement to be declared effective on or as soon as practicable thereafter, and
to keep such Shelf Registration Statement continuously effective for a period
ending when all shares of Common Stock covered by the Shelf Registration
Statement are no longer Registrable Securities. 
With respect to Holders other than Affiliates of the Company (including
as an Affiliate of the Company, for purposes of this Section 2.1,
the GI Entities), the Company may, at its option, satisfy its obligation in
this Section 2.1 to register on a Shelf Registration Statement the
resale of the Registrable Securities by instead registering on a Shelf
Registration Statement the issuance of the Registrable Securities by the
Company to such Holders, provided such issuance Shelf Registration Statement is
initially filed within the time period required by the staff of the
Commission.  In the event that the
Company fails to file, or if filed fails to maintain the effectiveness of, a
Shelf Registration Statement, the Holders may participate in a Piggy-Back
Registration (as defined below) pursuant to Section 2.3 herein; provided,
further, that if and so long as a Shelf Registration Statement is on file and
effective, then the Company shall have no obligation to allow participation in
a Piggy-Back Registration. Notwithstanding anything to the contrary contained
herein, the Company shall not be obligated to file a Shelf Registration
Statement unless the Company is eligible to file a registration Statement on Form S-3
or any successor form.


 


2.2           Demand Registration


 


(a)           Request for Registration.  Commencing on or after the date which is one
year after the consummation date of the Initial Public Offering, Holders (which
may include the GI Entities and the STAG Entities), the GI Entities (so long as
they are Holders) or the STAG Entities (so long as they are Holders) may,
subject to Section 2.13 and Section 2.14, deliver to
the Company a written request that the Company prepare and file with the
Commission a registration statement on an appropriate form under the Securities
Act (together with any 


 


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amendments or supplements
thereto, a “Demand Registration Statement”),
registering under the Securities Act all or part of its or their Registrable
Securities (a “Demand Registration”).  For purposes of this Agreement, a Demand
Registration requested by the Holders is referred to as a “Holder
Demand Registration,” a Demand Registration requested by the GI
Entities is referred to a “GI Demand Registration,”
and a Demand Registration requested by the STAG Entities is referred to as a “STAG Demand Registration.” 
Notwithstanding the foregoing, (i) the Company shall not be
obligated to effect more than six Demand Registrations in total, one GI Demand
Registration in total or one STAG Demand Registration in total or more than one
Demand Registration in any twelve month period, except that a GI Demand
Registration may occur six months before or after a Holder Demand Registration
or a STAG Demand Registration, and (ii) in the case of a Holder Demand Registration,
the number of shares of Registrable Securities proposed to be sold by the
Holders making such written request shall have a Market Value of at least
$20,000,000.  Any request for a Demand
Registration will specify the number of Registrable Securities proposed to be
sold and will also specify the intended method of disposition thereof.  Within five (5) Business Days after
receipt of such request, the Company will give written notice of such
registration request to all other Holders and include in such registration all
such Registrable Securities with respect to which the Company has received
written requests for inclusion therein within ten (10) Business Days after
the mailing of the Company’s notice to the applicable Holder (the “Notice Period”).  Each
such request will also specify the number of shares of Registrable Securities
to be registered and the intended method of disposition thereof (which may
include an underwritten offering).


 


(b)           Effective Registration.  A registration will not count as a Demand
Registration until it has become effective. 
For purposes of this Agreement, an offering on a Demand Registration
Statement is deemed to be effected on the effective date thereof and has
remained effective and available for at least 180 days.


 


(c)           Selling Holders Become Party
to Agreement.  Each Holder
acknowledges that by asserting or participating in its registration rights
pursuant to this Article II, he or she may become a Selling Holder
and thereby will be deemed a party to this Agreement and will be bound by each
of its terms.


 


(d)           Underwritten Demand
Registrations.  If the
Holders of a majority of shares of the Registrable Securities to be registered
in a Demand Registration so elect by written notice to the Company, the
offering of such Registrable Securities pursuant to such Demand Registration
shall be in the form of an underwritten offering.  The Company shall select the book-running
managing Underwriter in connection with any such Demand Registration; provided
that such managing Underwriter must be reasonably satisfactory to (i) in
the case of a Holder Demand Registration, the Holders of a majority of the
shares of the Registrable Securities to be registered on such Demand
Registration and, as long as the GI Entities register on such Demand
Registration Registrable Securities with a Market Value of at least $5,000,000,
the GI Entities, (ii) in the case of a GI Demand Registration, the GI
Entities and (iii) in the case of a STAG Demand Registration, the STAG
Entities.  The Company may select any
additional investment banks and managers to be used in connection with the
offering; provided that such additional investment bankers and managers must be
reasonably satisfactory to a majority of the Holders of the Registrable
Securities initiating such Demand Registration.


 


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2.3           Piggy-Back Registration.


 


(a)           Subject to Section 2.1
hereof, if the Company proposes to file a registration statement under the
Securities Act (or a prospectus supplement to effect a takedown from an
effective shelf registration statement) with respect to an underwritten equity
offering by the Company for its own account or for the account of any of its
respective security holders of any class of security (other than (i) any registration
statement filed by the Company under the Securities Act relating to an offering
of Common Stock for its own account as a result of the exercise of the exchange
rights set forth in the Partnership Agreement, (ii) any registration
statement filed in connection with a demand registration other than a Demand
Registration under this Agreement or (iii) a registration statement on Form S-4
or S-8 (or any substitute form that may be adopted by the Commission) or filed
in connection with an exchange offer or offering of securities solely to the
Company’s existing security holders), then the Company shall give written
notice of such proposed filing to the Holders as soon as practicable (but in no
event less than ten (10) Business Days before the anticipated filing
date), and such notice shall offer such Holders the opportunity to register
such number of shares of Registrable Securities as each such Holder may request
(a “Piggy-Back Registration”).  The Company shall use commercially reasonable
efforts to cause the managing Underwriter or Underwriters of a proposed
underwritten offering to permit the Registrable Securities requested to be
included in a Piggy-Back Registration to be included on the same terms and
conditions as any similar securities of the Company included therein.


 


(b)           The Company shall select the
lead underwriter or underwriters and any co-manager or co-managers to
administer any offering of Registrable Securities pursuant to a Piggy-Back
Registration.  In the event the Company
gives the Holders notice of its intention to effect an offering pursuant to a
Piggy-Back Registration and subsequently declines to proceed with such
offering, the Holders shall have no rights in connection with such offering; provided,
however, that, subject to Sections 2.13 and 2.14, at the
request of the Holders, the Company shall proceed with such offering with
respect to the Registrable Securities included therein, which offering shall be
deemed a Demand Registration for all purposes hereunder. The Holders shall participate
in any offering of Registrable Securities pursuant to a Piggy-Back Registration
(or deemed Demand Registration, if applicable) in accordance with the same plan
of distribution for such Piggy-Back Registration as the Company or the holder
or holders of Common Stock that proposed such Piggy-Back Registration, as the
case may be.


 


2.4           Reduction of Offering.  Notwithstanding anything contained herein, if
the managing Underwriter or Underwriters of an offering described in Section 2.2
or Section 2.3 hereof advise the Company and the Holders of the
Registrable Securities included in such offering that, in their judgment, (i) the
size of the offering that the Holders, the Company and such other Persons
intend to make or (ii) in the case of a Piggy-Back Registration only, the
kind of securities that the Holders, the Company and/or any other Persons
intend to include in such offering are such that the marketability of the
offering would be adversely affected by inclusion of the Registrable Securities
requested to be included, then


 


(A)          if the size of the offering
is the basis of such Underwriter’s advice, the amount of securities to be
offered for the accounts of Holders shall be reduced pro rata (according to the



 


7

















 


number of Registrable
Securities proposed for registration) to the extent necessary to reduce the
total amount of securities to be included in such offering to the amount
recommended by such managing Underwriter or Underwriters; provided,
that, in the case of a Demand Registration, the number of Registrable
Securities to be included in such Demand Registration shall not be reduced
unless all other securities are first entirely excluded from such underwriting;
provided further, that, in the case of a GI Demand Registration, the
number of Registrable Securities of the GI Entities to be included in such
Demand Registration shall not be reduced unless all other securities are first
entirely excluded from such underwriting; provided further, that, in the
case of a STAG Demand Registration, the number of Registrable Securities of the
STAG Entities to be included in such Demand Registration shall not be reduced
unless all other securities are first entirely excluded from such underwriting;
provided further, that, in the case of a Piggy-Back Registration, if
securities are being offered for the account of other Persons as well as the
Company, then the Company shall include in such offering:


 


(1)           first, securities that the
Company proposes to offer;


 


(2)           second, securities requested
to be included therein by the Holders, pro rata;


 


(3)           third, securities that any
other Person proposes to offer pursuant to contractual rights of such holder or
holders, pro rata; and


 


(4)           fourth, any other
securities; and


 


(B)           if the combination of
securities to be offered is the basis of such Underwriter’s advice, (x) the
Registrable Securities to be included in such offering shall be reduced as
described in clause (A) above (subject to the provisos in clause (A)) or (y) if
the actions described in clause (x) would, in the judgment of the managing
Underwriter or Underwriters, be insufficient to substantially eliminate the
adverse effect that inclusion of the Registrable Securities requested to be
included would have on such offering, such Registrable Securities will be
excluded from such offering; provided that no Registrable Securities
will be excluded from an offering pursuant to this clause (B) in the case
of a Demand Registration.


 


2.5           Registration Procedures; Filings;
Information.  In
connection with any Shelf Registration Statement under Section 2.1
or whenever Holders request that any Registrable Securities be registered
pursuant to Section 2.2 hereof, the Company will use its
commercially reasonable efforts to effect the registration and the sale of such
Registrable Securities in accordance with the intended method of disposition
thereof (which in the case of a Demand Registration but not in the case of a
Shelf Registration Statement may include an underwritten offering) as quickly
as practicable, and in connection with any such request:


 


(a)           Subject to Section 2.13,
the Company will as expeditiously as possible within the time periods set forth
in Sections 2.1 and 2.2 but in any event no later than 30 days
after the Notice Period for a Demand Registration, prepare and file with the
Commission a registration statement on any form for which the Company then
qualifies or which counsel for the Company shall deem appropriate and which
form shall be available for the sale of the Registrable Securities to be
registered thereunder in accordance with the intended method of 


 


8

















 


distribution thereof, and
use its commercially reasonable efforts to cause such filed registration
statement to become and remain effective: (i) in the case of a Shelf
Registration Statement filed pursuant to Section 2.1 hereof, for a
period ending when all shares of Common Stock covered by the Shelf Registration
Statement are no longer Registrable Securities; and (ii) in the case of a
Demand Registration Statement filed pursuant to Section 2.2 hereof,
for at least 180 days.


 


(b)           The Company will, if
requested, prior to filing a registration statement or prospectus or any
amendment or supplement thereto, furnish to each Selling Holder and each
Underwriter, if any, of the Registrable Securities covered by such registration
statement copies of such registration statement as proposed to be filed, and
thereafter furnish to such Selling Holder and Underwriter, if any, such number
of conformed copies of such registration statement, each amendment and
supplement thereto (in each case including all exhibits thereto and documents
incorporated by reference therein), the prospectus included in such
registration statement (including each preliminary prospectus) and such other
documents as such Selling Holder or Underwriter may reasonably request to
facilitate the disposition of the Registrable Securities owned by such Selling
Holder.


 


(c)           After the filing of the
registration statement, the Company will promptly notify each Selling Holder of
Registrable Securities covered by such registration statement of any stop order
issued or threatened by the Commission and take all reasonable actions required
to prevent the entry of such stop order or to remove it if entered.


 


(d)           The Company will use its
commercially reasonable efforts to (i) register or qualify the Registrable
Securities under such other securities or blue sky laws of such jurisdictions
in the United States (where an exemption does not apply) as any Selling Holder
or managing Underwriter or Underwriters, if any, reasonably (in light of such
Selling Holder’s intended plan of distribution) requests and (ii) cause
such Registrable Securities to be registered with or approved by such other
governmental agencies or authorities as may be necessary by virtue of the
business and operations of the Company and do any and all other acts and things
that may be reasonably necessary or advisable to enable such Selling Holder to
consummate the disposition of the Registrable Securities in such jurisdictions;
provided that the Company will not be required to (A) qualify
generally to do business in any jurisdiction where it would not otherwise be
required to qualify but for this paragraph (d), (B) subject itself to
taxation in any such jurisdiction or (C) consent to general service of
process in any such jurisdiction.


 


(e)           The Company will immediately
notify each Selling Holder, at any time when a preliminary prospectus,
prospectus or prospectus supplement relating thereto is required to be
delivered under the Securities Act, of the occurrence of an event requiring the
preparation of a supplement or amendment to such prospectus so that, as
thereafter delivered to the purchasers of such Registrable Securities, such
prospectus will not contain an 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 promptly make available to each Selling Holder any such
supplement or amendment.


 


(f)            The Company will enter into
customary agreements (including an underwriting agreement, if any, in customary
form) and take such other actions as the Selling


 


9






 










 


Holders reasonably request
in order to expedite or facilitate the disposition of such Registrable
Securities, including, in the case of a GI Demand Registration or a STAG Demand
Registration and to the extent reasonably requested by the lead or managing Underwriters,
sending appropriate officers of the Company to attend “roadshows” scheduled in
reasonable number and at reasonable times.


 


(g)           The Company will make
available for inspection by any Selling Holder, any Underwriter participating
in any disposition pursuant to such registration statement and any attorney,
accountant or other professional retained by any such Selling Holder or
Underwriter (collectively, the “Inspectors”),
all financial and other records, pertinent corporate documents and properties
of the Company (collectively, the “Records”) as
shall be reasonably necessary to enable them to exercise their due diligence
responsibility, and cause the Company’s officers, directors and employees to
supply all information reasonably requested by any Inspectors in connection
with such registration statement. 
Records which the Company determines, in good faith, to be confidential
and which it notifies the Inspectors are confidential shall not be disclosed by
the Inspectors unless (i) the disclosure of such Records is necessary to
avoid or correct a misstatement or omission in such registration statement or (ii) the
release of such Records is ordered pursuant to a subpoena or other order from a
court of competent jurisdiction.  Each
Selling Holder agrees that information obtained by it as a result of such
inspections shall be deemed confidential and shall not be used by it as the
basis for any market transactions in the securities of the Company unless and
until such is made generally available to the public.  Each Selling Holder further agrees that it
will, upon learning that disclosure of such Records is sought in a court of
competent jurisdiction, give notice to the Company and allow the Company, at
its expense, to undertake appropriate action to prevent disclosure of the
Records deemed confidential.


 


(h)           The Company will furnish to
each Selling Holder and to each Underwriter, if any, a signed counterpart,
addressed to such Selling Holder or Underwriter, of (i) an opinion or
opinions of counsel to the Company and (ii) if eligible under applicable
accounting standards, a comfort letter or comfort letters from the Company’s
independent public accountants, each in customary form and covering such
matters of the type customarily covered by opinions or comfort letters, as the
case may be, as the Holders of a majority of the Registrable Securities
included in such offering or the managing Underwriter or Underwriters therefore
reasonably requests.


 


(i)            The Company will otherwise
comply with all applicable rules and regulations of the Commission, and
make available to its security holders, as soon as reasonably practicable, an
earnings statement covering a period of 12 months, beginning within three
months after the effective date of the registration statement, which earnings
statement shall satisfy the provisions of Section 11(a) of the
Securities Act and Rule 158 of the Commission promulgated thereunder (or
any successor rule or regulation hereafter adopted by the Commission).


 


(j)            So long as Common Stock is
listed or quoted on any United States securities exchange or quotation system,
the Company will use its commercially reasonable 


 


10

















 


efforts to cause all such
Registrable Securities to be listed on each securities exchange on which
similar securities issued by the Company are then listed.


 


The Company may require each
Selling Holder of Registrable Securities to promptly furnish in writing to the
Company such information regarding such Selling Holder, the Registrable
Securities held by it and the intended method of distribution of the
Registrable Securities as the Company may from time to time reasonably request
and such other information as may be legally required in connection with such
registration.


 


2.6           Registration Expenses.  In connection with any registration statement
required to be filed hereunder, the Company shall pay the following
registration expenses incurred in connection with the registration hereunder
(the “Registration Expenses”): (i) all
registration and filing fees, (ii) fees and expenses of compliance with
securities or blue sky laws (including reasonable fees and disbursements of
counsel in connection with blue sky qualifications of the Registrable
Securities), (iii) printing expenses, (iv) internal expenses
(including, without limitation, all salaries and expenses of its officers and
employees performing legal or accounting duties), (v) the fees and
expenses incurred in connection with the listing of the Registrable Securities,
(vi) reasonable fees and disbursements of counsel for the Company and
customary fees and expenses for independent certified public accountants
retained by the Company (including the expenses of any legal opinions or
comfort letters or costs associated with the delivery by counsel or independent
certified public accountants, as applicable, of an opinion or opinions or
comfort letter or comfort letters requested pursuant to Section 2.5(h) hereof),
and (vii) the reasonable fees and expenses of any special experts retained
by the Company in connection with such registration; provided, that the
Company shall not be required to pay any expenses of any registration
proceeding begun pursuant to Section 2.2 if the registration
request is subsequently withdrawn (other than if such withdrawal (i) is
the result of any change, or development that would reasonably be expected to
have a change, in the financial markets in the United States or in national
financial or economic conditions that would adversely affect the marketability
of the offering or (ii) is the result of any change, or development that
would reasonably be expected to have a change, in the financial condition or
results of operations of the Company that would adversely affect the
marketability of the offering, and, in either case, such withdrawal is made
with reasonable promptness following such change or development) at the request
of the Holders of a majority of the Registrable Securities to be registered (in
which case all participating Holders shall bear such expenses pro rata based
upon the number of Registrable Securities that were to be included in the
withdrawn registration).  If such Holders
shall fail to reimburse the Company for such expenses, the Company shall not be
obligated to file another Demand Registration Statement for a period of 12
months from the date such registration statement was withdrawn.  The Company shall have no obligation to pay
any underwriting fees, discounts or commissions attributable to the sale of Registrable
Securities, any fees and expenses of counsel to the Underwriters attributable
to the sale of Registrable Securities, or any out-of-pocket expenses of the
Holders (or the agents who manage their accounts) or any transfer taxes
relating to the registration or sale of the Registrable Securities.


 


2.7           Indemnification by the Company.  The Company agrees to indemnify and hold
harmless each Selling Holder, its officers, directors and agents, and each
Person, if any, who controls such Selling Holder within the meaning of
Section 15 of the Securities Act or Section 20 


 


11

















 


of the Exchange Act (each an
“Indemnitee”) from and against any and
all losses, claims, damages, liabilities and expenses (including reasonable
costs of investigation) (collectively, “Losses”) caused
by any untrue statement or alleged untrue statement of a material fact
contained in any registration statement contemplated by this Agreement or any
related preliminary prospectus, prospectus or prospectus supplement relating to
the Registrable Securities (as amended or supplemented if the Company shall
have furnished any amendments or supplements thereto), or caused by any
omission or alleged omission to state therein a 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, except insofar as
such Losses are caused by any such untrue statement or omission or alleged
untrue statement or omission included or omitted in conformity with information
furnished in writing to the Company by such Indemnitee or on such Indemnitee’s
behalf expressly for inclusion therein.  The Company also agrees to
indemnify any Underwriters of the Registrable Securities, their officers and
directors and each Person who controls such underwriters within the meaning of
Section 15 of the Securities Act or Section 20 of the Exchange Act on
substantially the same basis as that of the indemnification of the Selling
Holders provided in this Section 2.7.   The indemnity provided for in this Section 2.7
shall remain in full force and effect regardless of any investigation made
by or on behalf of any Selling Holder.


 


2.8           Indemnification by Selling
Holders.  Each Selling Holder agrees,
severally but not jointly, to indemnify and hold harmless the Company, its
officers, directors and agents and each Person, if any, who controls the
Company within the meaning of either Section 15 of the Securities Act or
Section 20 of the Exchange Act to the same extent as the foregoing indemnity
from the Company to such Selling Holder, but only with respect to Losses caused
by any untrue statement or omission included or omitted in conformity with
information relating to such Selling Holder furnished in writing by such
Selling Holder or on such Selling Holder’s behalf expressly for use in any
registration statement contemplated by this Agreement or any related
preliminary prospectus, prospectus or prospectus supplement relating to the
Registrable Securities (as then amended or supplemented if the Company shall
have furnished any amendments or supplements thereto).  In case any action or proceeding shall be
brought against the Company or its officers, directors or agents or any such
controlling person, in respect of which indemnity may be sought against such
Selling Holder, such Selling Holder shall have the rights and duties given to
the Company, and the Company or its officers, directors or agents or such
controlling person shall have the rights and duties given to such Selling
Holder, by Section 2.7.  Each
Selling Holder also agrees to indemnify and hold harmless Underwriters of the
Registrable Securities, their officers and directors and each Person who
controls such Underwriters within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act on substantially the same
basis as that of the indemnification of the Company provided in this Section 2.8.  The liability of any Selling Holder pursuant
to this Section 2.8 may not, in any event, exceed the net proceeds
received by such Selling Holder from sales of Registrable Securities giving
rise to the indemnification obligations of such Selling Holder.


 


2.9           Conduct of Indemnification
Proceedings.  In case any
proceeding (including any governmental investigation) shall be instituted
involving any Person in respect of which indemnity may be sought pursuant to Section 2.7
or 2.8, such person (an “Indemnified Party”)
shall promptly notify the person against whom such indemnity may be sought (an 


 


12

















 


“Indemnifying
Party”) in writing and the Indemnifying Party shall assume the
defense thereof, including the employment of counsel reasonably satisfactory to
such Indemnified Party, and shall assume the payment of all fees and
expenses.  In any such proceeding, any
Indemnified Party shall have the right to retain its own counsel, but the fees
and expenses of such counsel shall be at the expense of such Indemnified Party
unless (i) the Indemnifying Party and the Indemnified Party shall have mutually
agreed to the retention of such counsel or (ii) the named parties to any
such proceeding (including any impleaded parties) include both the Indemnified
Party and the Indemnifying Party and representation of both parties by the same
counsel would be inappropriate due to actual or potential differing interests
between them and, in all such cases, the Indemnifying Party shall only be
responsible for the reasonable fees and expenses of such counsel.  It is understood that the Indemnifying Party
shall not, in connection with any proceeding or related proceedings in the same
jurisdiction, be liable for the reasonable fees and expenses of more than one
separate firm of attorneys (in addition to any local counsel) at any time for
all such Indemnified Parties not having actual or potential differing interests
among them, and that all such fees and expenses shall be reimbursed as they are
incurred.  In the case of any such
separate firm for the Indemnified Parties, such firm shall be designated in
writing by (i) in the case of Persons indemnified pursuant to Section 2.7
hereof, the Selling Holders which owned a majority of the Registrable
Securities sold under the applicable registration statement and (ii) in
the case of Persons indemnified pursuant to Section 2.8, the
Company.  The Indemnifying Party shall
not be liable for any settlement of any proceeding effected without its written
consent, which consent shall not be unreasonably withheld, but if settled with
such consent, or if there be a final judgment for the plaintiff, the
Indemnifying Party shall indemnify and hold harmless such Indemnified Parties
from and against any Loss (to the extent stated above) resulting from such
settlement or judgment.  No Indemnifying
Party shall, without the prior written consent of the Indemnified Party, effect
any settlement of any pending or threatened proceeding in respect of which any
Indemnified Party is or could have been a party and indemnity could have been
sought hereunder by such Indemnified Party, unless such settlement includes an
unconditional release of such Indemnified Party from all liability arising out
of such proceeding and does not include a statement as to, or an admission of,
fault, culpability or a failure to act by or on behalf of the Indemnified Party.


 


2.10         Contribution.  If the indemnification provided for in Section 2.7
or 2.8 hereof is unavailable to an Indemnified Party or insufficient in
respect of any Losses referred to herein, then each such Indemnifying Party, in
lieu of indemnifying such Indemnified Party, shall contribute to the amount
paid or payable by such Indemnified Party as a result of such Losses , claims,
damages or liabilities (i) as between the Company and the Selling Holders
on the one hand and the Underwriters on the other, in such proportion as is
appropriate to reflect the relative benefits received by the Company and the
Selling Holders on the one hand and the Underwriters on the other from the
offering of the securities, or if such allocation is not permitted by
applicable law, in such proportion as is appropriate to reflect not only the
relative benefits but also the relative fault of the Company and the Selling
Holders on the one hand and of the Underwriters on the other in connection with
the statements or omissions which resulted in such losses, claims, damages or
liabilities, as well as any other relevant equitable considerations and (ii) between
the Company on the one hand and each Selling Holder on the other, in such
proportion as is appropriate to reflect the relative fault of the Company and
of each Selling Holder in connection with such statements or omissions which
resulted in such Losses, as well as 


 


13

















 


any other relevant equitable
considerations.  The relative benefits received
by the Company and the Selling Holders on the one hand and the Underwriters on
the other shall be deemed to be in the same proportion as the total proceeds
from the offering (net of underwriting discounts and commissions but before
deducting expenses) received by the Company and the Selling Holders bear to the
total underwriting discounts and commissions received by the Underwriters, in
each case as set forth in the table on the cover page of the
prospectus.  The relative fault of the
Company and the Selling Holders on the one hand and of the Underwriters on the
other 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 Company and the Selling Holders or by the Underwriters.  The relative fault of the Company on the one
hand and of each Selling Holder on the other 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 such party, and the parties’ relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission.  The
Indemnifying Party shall not be required to contribute pursuant to this Section 2.10
if there has been a settlement of any proceeding effected without its written
consent.


 


The Company and the Selling
Holders agree that it would not be just and equitable if contribution pursuant
to this Section 2.10 were determined by pro rata allocation (even
if the Underwriters were treated as one entity for such purpose) or by any
other method of allocation which does not take account of the equitable
considerations referred to in the immediately preceding paragraph.  The amount paid or payable by an Indemnified
Party as a result of the Losses referred to in the immediately preceding paragraph
shall be deemed to include, subject to the limitations set forth above, any
legal or other expenses reasonably incurred by such Indemnified Party in
connection with investigating or defending any such action or claim.  Notwithstanding the provisions of this Section 2.10,
no Underwriter shall be required to contribute any amount in excess of the
amount by which the total commissions and discounts received by such
Underwriter in connection with the sale of the securities underwritten by it
and distributed to the public exceeds the amount of any damages which such
Underwriter has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission, and no Selling Holder
shall be required to contribute any amount in excess of the amount by which the
net proceeds from the sale of the securities of such Selling Holder to the
public exceeds the amount of any damages which such Selling Holder has
otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission. 
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.  The Selling Holder’s
obligations to contribute pursuant to this Section 2.10 are several
in proportion to the proceeds of the offering received by such Selling Holder
bears to the total proceeds of the offering received by all the Selling Holders
and not joint.


 


2.11         Participation in Underwritten
Registrations.  No Person
may participate in any underwritten registration hereunder unless such Person (i) agrees
to sell such Person’s securities on the basis provided in any underwriting
arrangements approved by the Persons entitled hereunder to approve such
arrangements and (ii) completes and executes all questionnaires, 


 


14

















 


powers of attorney,
indemnities, underwriting agreements, custodian agreements  and other documents reasonably required under
the terms of such underwriting arrangements and these registration rights
provided for in this Article II.


 


2.12         Rule 144.  Until such date as no Holder owns any
Registrable Securities, the Company covenants that it will file any reports
required to be filed by it under the Securities Act and the Exchange Act and
that it will take such further action as any Holder may reasonably request, all
to the extent required from time to time to enable Holders to sell Registrable
Securities without registration under the Securities Act within the limitation
of the exemptions provided by (i) Rule 144 under the Securities Act,
as such rule may be amended from time to time, or (ii) any similar rule or
regulation hereafter adopted by the Commission. 
Upon the request of any Holder, the Company will deliver to such Holder
a written statement as to whether it has complied with such requirements.


 


2.13         Holdback Agreements.


 


(a)           Temporary Suspension of
Rights to Sell Based on Confidential Information or Material Transaction.  If the Company determines in its good faith
judgment that the filing of the Shelf Registration Statement under Section 2.1
or a Demand Registration under Section 2.2 hereof or the use of any
related preliminary prospectus, prospectus or prospectus supplement (i) would
require the public disclosure of previously non-public material information
that the Company has a bona fide business purpose for preserving as
confidential that the Company is not otherwise required by applicable
securities laws or regulations to disclose (the “Confidential
Information”) or (ii) would materially interfere with any good
faith proposal or plan by the Company or any of its Affiliates to engage in any
material acquisition, merger, consolidation, tender offer, securities offering
or other material transaction, and upon written notice of such determination by
the Company, the rights of the Holders to offer, sell or distribute any
Registrable Securities pursuant to the Shelf Registration Statement or a Demand
Registration or to require the Company to take action with respect to the
registration or sale of any Registrable Securities pursuant to the Shelf
Registration Statement or a Demand Registration shall be suspended until the
date upon which the Company notifies the Holders in writing that suspension of
such rights for the grounds set forth in this Section 2.13(a) is
no longer necessary; provided, however, in no event shall any such suspension
be for more than an aggregate of 120 days in any rolling twelve month period or
for more than 90 consecutive days.  The
Company agrees to give such notice as promptly as practicable following the
date that such suspension of rights is no longer necessary.  Nothing in this Section 2.13(a) shall
prevent a Holder from offering, selling or distributing pursuant to Rule 144
at any time.


 


(b)           Temporary Suspension of
Rights to Sell Based on Exchange Act Reports Not Yet Filed or Regulation S-X.  (i) If all reports required to be filed
by the Company pursuant to the Exchange Act have not been filed by the required
date without regard to any extension, (ii) if the consummation of any
business combination by the Company has occurred or is probable for purposes of
Rule 3-05 or Article 11 of Regulation S-X under the Act, or (iii) if
the Company has acquired or proposes to acquire one or more properties which in
the aggregate are significant for purposes of Rule 3-14 of Regulation S-X,
upon written notice thereof by the Company to the Holders, the rights of the
Holders to offer, sell or distribute any Registrable Securities pursuant 


 


15

















 


to the Shelf Registration
Statement or a Demand Registration or to require the Company to take action
with respect to the registration or sale of any Registrable Securities pursuant
to the Shelf Registration Statement or a Demand Registration shall be suspended
(to the extent required under the Securities Act or the Exchange Act) until the
date on which the Company has filed such reports or obtained and filed the
financial information required by Rule 3-05, Rule 3-14 or Article 11
of Regulation S-X to be included or incorporated by reference, as applicable,
in the Shelf Registration Statement or Demand Registration Statement, and the
Company shall notify the Holders as promptly as practicable when such
suspension is no longer required.  The
Company agrees to use its commercially reasonable efforts to file such reports
or obtain and file the financial information required by Rule 3-05, Rule 3-14
or Article 11 of Regulation S-X to be included or incorporated by
reference, as applicable, in the Shelf Registration Statement or Demand
Registration Statement as promptly as practicable. Nothing in this Section 2.13(b) shall
prevent a Holder from offering, selling or distributing pursuant to Rule 144
at any time.


 


(c)           Restrictions on Public Sale
by Holder of Registrable Securities. With respect to
underwritten offerings prior to the second anniversary of the date of this
Agreement, for so long as the Holder beneficially owns one percent or more of
the outstanding Common Stock (assuming conversion of such Holder’s OP Units or
other convertible securities but not any other OP Units or convertible
securities), each Holder agrees not to sell, offer for sale or otherwise
transfer any Registrable Securities during any of the following periods:


 


(i)            unless the lead Underwriter
administering the offering otherwise agrees, the period commencing five days
prior to the anticipated effective date of a registration statement for any
underwritten public offering of Common Stock (or any securities convertible
into or exchangeable or exercisable for the Common Stock) and ending 90 days
after such effectiveness; and


 


(ii)           in the case of a Rule 415
registration statement, unless the lead Underwriter administering the offering
otherwise agrees, the period commencing five days prior to the anticipated date
of the Company’s notice of commencement of distribution in connection with such
offering and ending 90 days after the commencement of such distribution.


 


(d)           Notwithstanding the
provisions of Section 2.13(c):


 


(i)            any applicable period shall
terminate on such earlier date as the Company gives notice to the Holders that
the Company declines to proceed with any such offering set forth in Section 2.13(c);


 


(ii)           all executive officers and
directors of the Company then holding shares of Common Stock or securities
convertible into or exchangeable or exercisable for shares of Common Stock of
the Company shall enter into similar agreements for not less than the entire time
period required of the Holders hereunder; and


 


(iii)          the Holders shall be allowed
any concession or proportionate release allowed to any executive officer or
director that entered into similar agreements.


 


16

















 


2.14         Suspension Rights.  In the event of:


 


(a)           any request by the
Commission or any other federal or state governmental authority during the
period of effectiveness of a registration statement contemplated by this
Agreement for amendments or supplements to such registration statement or
related preliminary prospectus, prospectus or prospectus supplement or for
additional information;


 


(b)           the issuance by the
Commission or any other federal or state governmental authority of any stop
order suspending the effectiveness of any registration statement contemplated
by this Agreement or the initiation of any proceedings for that purpose;


 


(c)           the receipt by the Company
of any notification with respect to the suspension of the qualification or
exemption from qualification of any of the Registrable Securities for sale in
any jurisdiction or the initiation of any proceeding for such purpose; or


 


(d)           any event or circumstance
that necessitate the making of any changes in a registration statement
contemplated by this Agreement or related preliminary prospectus, prospectus or
prospectus supplement, or any document incorporated or deemed to be
incorporated therein by reference, so that, in the case of a registration
statement, it will 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 not misleading, and that, in the case of a preliminary
prospectus, prospectus or prospectus supplement, it will 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 light of the
circumstances under which they were made, not misleading;


 


then the Company shall
deliver a written notice to the Holders with Registrable Securities covered by
such registration statement or related preliminary prospectus, prospectus or
prospects supplement (the “Suspension Notice”)
to the effect of the foregoing (which do not disclose the content of any
material non-public information and will indicate the date of the beginning and
end of the intended suspension, if known), and, upon receipt of such Suspension
Notice, such Holders will refrain from selling any Registrable securities
pursuant to such registration statement (a “Suspension”)
until such Holder’s receipt of copies of a supplemented or amended preliminary
prospectus, prospectus or prospectus supplement prepared an filed by the
Company, or until it is advised in writing by the Company that the current
preliminary prospectus, prospectus or prospectus supplement may be used, and
has received copies of any additional or supplement filings that are
incorporated or deemed incorporated by reference in any such preliminary
prospectus, prospectus or prospectus supplement.  In the event of any Suspension, the Company
will use commercially reasonable efforts to cause the use of the preliminary
prospectus, the prospectus or the prospectus supplement so suspended to be
resumed as soon as reasonably practicable after delivery of a Suspension Notice
to such Holders, subject to Section 2.13.  The Suspension and Suspension Notice shall be
held in confidence and not disclosed by such Holders, except as required by
law.


 


2.15         Other Registration Rights.  Nothing herein shall prohibit the Company
from granting to any Person the right to cause the Company to register any
securities of the Company under the Securities Act; provided, that the Company
shall not enter into any agreement (or 


 


17

















 


amendment or waiver of the
provisions of any agreement) with any holder or prospective holder of any
securities of the Company that would grant such holder registration rights that
are pari passu or senior to the
registration rights provided in this Agreement to the Holders or any other
rights that conflict with the rights of the Holders under this Agreement or
otherwise limits or reduces such rights. 
The Company shall cause each other holder of Common Stock (or any
security convertible or exchangeable into Common Stock) who obtains the right,
after the date of this Agreement, to propose a registration giving rise to a
Piggy-Back Registration, if any, to agree not to transfer any shares of Common
Stock or securities convertible into or exchangeable for Common Stock, for the
applicable periods set forth in Section 2.13(c).


 


2.16         Survival.  The obligations of the Company and the
Holders under Sections 2.7, 2.8, 2.9 and 2.10
hereof shall survive the completion of any offering of Registrable Securities
and the termination or expiration of this Agreement.


 


ARTICLE III

MISCELLANEOUS


 


3.1           Remedies.  In addition to being entitled to exercise all
rights provided herein and granted by law, including recovery of damages, the
Holders shall be entitled to specific performance of the rights under this
Agreement.  The Company agrees that
monetary damages would not be adequate compensation for any loss incurred by
reason of a breach by it of the provisions of this Agreement and hereby agrees
to waive the defense in any action for specific performance that a remedy at
law would be adequate.


 


3.2           Amendments and Waivers.  Except as otherwise provided herein, the
provisions of this Agreement, including the provisions of this sentence, may
not be amended, modified or supplemented, and waivers or consents to departures
from the provisions hereof may not be given, in each case without the written
consent of the Company and the Holders of a majority of the Registrable
Securities then outstanding.  No failure
or delay by any party to insist upon the strict performance of any covenant,
duty, agreement or condition of this Agreement or to exercise any right or
remedy consequent upon any breach thereof shall constitute waiver of any such
breach or any other covenant, duty, agreement or condition.


 


3.3           Notices.  All notices and other communications in
connection with this Agreement shall be made in writing by hand delivery,
registered first-class mail, telex, telecopier, or air courier guaranteeing
overnight delivery to the address set forth on the signature page hereto,
or to such other address and to such other Persons as any party hereto may
hereafter specify in writing.


 


All such notices and
communications shall be deemed to have been duly given: at the time delivered
by hand, if personally delivered; when received if deposited in the mail,
postage prepaid, if mailed; when answered back, if telexed; when receipt
acknowledged, if telecopied; and on the next business day, if timely delivered
to an air courier guaranteeing overnight delivery.


 


3.4           Successors and Assigns.  Except as expressly provided in this
Agreement, the rights and obligations of the Initial Holders under this
Agreement shall not be assignable by any 


 


18

















 


Initial Holder to any Person
that is not an Initial Holder.  This
Agreement shall be binding upon the parties hereto and their respective
successors and assigns.


 


3.5           Counterparts.  This Agreement may be executed in any number
of counterparts and by the parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.  Each party shall become bound by this
Agreement immediately upon affixing its signature hereto.


 


3.6           Governing Law.  This Agreement shall be governed by and
construed in accordance with the internal laws of the State of New York  without regard to the choice of law provisions thereof.


 


3.7           Severability.  In the event that any one or more of the
provisions contained herein, or the application thereof in any circumstance, is
held invalid, illegal or unenforceable, the validity, legality and
enforceability of any such provision in every other respect and of the
remaining provisions contained herein shall not be affected or impaired
thereby.


 


3.8           Entire Agreement.  This Agreement is intended by the parties as
a final expression of their agreement and intended to be a complete and
exclusive statement of the agreement and understanding of the parties hereto in
respect of the subject matter contained herein. 
There are no restrictions, promises, warranties or undertakings, other
than those set forth or referred to herein with respect to the registration
rights granted by the Company with respect to the Registrable Securities.  This Agreement supersedes all prior
agreements and understandings between the parties with respect to such subject
matter.


 


3.9           Headings.  The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.


 


3.10         No Third Party Beneficiaries.  Nothing express or implied herein is intended
or shall be construed to confer upon any person or entity, other than the
parties hereto and their respective successors and assigns, any rights,
remedies or other benefits under or by reason of this Agreement.


 


19






 










 


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:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  99 Chauncy Street, 10th
  Floor

  
	
   

  	
   

  	
   

  	
  Boston, MA 02111

  
	
   

  	
   

  	
   

  	
  Attention: General Counsel

  
	
   

  	
   

  	
   

  	
  Fax: 617-514-0052

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  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:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  99 Chauncy Street, 10th
  Floor

  
	
   

  	
   

  	
   

  	
  Boston, MA 02111

  
	
   

  	
   

  	
   

  	
  Attention: General Counsel

  
	
   

  	
   

  	
   

  	
  Fax: 617-514-0052

  
								



 


[Signature Page to Registration Rights Agreement]


 

















 


	
   

  	
  CONTRIBUTORS

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  STAG GI INVESTMENTS, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  STAG MANAGER, LLC, its
  manager

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
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  STAG INVESTMENTS III, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

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

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
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  STAG INVESTMENTS IV, LLC

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

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

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
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  NET LEASE AGGREGATION
  FUNDS, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
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  INNOVATIVE PROMOTIONS LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
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  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
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  GREGORY W. SULLIVAN

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
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  ROSEVIEW CAPITAL PARTNERS
  LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
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  Name:

  
	
   

  	
   

  	
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  BSB STAG III, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
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  STAG III EMPLOYEES, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
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  Name:

  
	
   

  	
   

  	
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  Address:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
				



 


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  NED STAG III RESIDUAL LLC

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
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  BENJAMIN S. BUTCHER

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
				



 


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