Lock-Up Agreement - First Union
November 7, 2005
Bear, Stearns & Co. Inc.
Credit Suisse First Boston LLC
As Representatives of the
several
Underwriters referred to
below
c/o Bear, Stearns & Co. Inc.
383 Madison Avenue
New York, New York 10179
Attention: Equity Capital Markets
Newkirk Realty Trust, Inc. Lock-Up Agreement
Ladies and Gentlemen:
This
letter agreement (this "Agreement") relates to the proposed
initial
public offering (the "Offering") by Newkirk
Realty Trust, Inc., a Maryland
corporation (the "Company"), of its common
stock, $.01 par value (the "Stock").
In order
to induce you and the other underwriters for which you act as
representatives (the "Underwriters") to
underwrite the Offering, the undersigned
hereby agrees that, except as otherwise
provided herein without the prior
written consent of Bear, Stearns & Co.
Inc. ("Bear Stearns"), during the Lock-Up
Period (as hereinafter defined), the
undersigned (a) will not, directly or
indirectly, offer, sell, agree to offer or
sell, solicit offers to purchase,
grant any call option or purchase any put
option with respect to, pledge, borrow
or otherwise dispose of any Relevant
Security (as defined below), and (b) will
not establish or increase any "put
equivalent position" or liquidate or decrease
any "call equivalent position" with respect
to any Relevant Security (in each
case within the meaning of Section 16 of
the Securities Exchange Act of 1934, as
amended, and the rules and regulations
promulgated thereunder), or otherwise
enter into any swap, derivative or other
transaction or arrangement that
transfers to another, in whole or in part,
any economic consequence of ownership
of a Relevant Security, whether or not such
transaction is to be settled by
delivery of Relevant Securities, other
securities, cash or other consideration.
As used
herein "Relevant Security" means the Stock, any other equity
security of the Company or any of its
subsidiaries and any security convertible
into, or exercisable or exchangeable for,
any Stock or other such equity
security held by the undersigned
immediately following the Offering including,
without limitation, units of limited
partnership interest in The Newkirk Master
Limited Partnership, a Delaware limited
partnership (the "Partnership"). As used
herein, the term "Lock-Up Period" means the
period from the date hereof until
the earlier of (i) the third anniversary of
the effective date of the Offering
and (ii) the date of termination or
expiration of the Advisory Agreement among
the Company, the Partnership and NKT
Advisors LLC.
<PAGE>
Notwithstanding the foregoing:
(i) if (x) during the last 17 days of the Lock-Up Period the
Company
issues an
earnings release or material news or a material event relating
to the
Company occurs;
