Exhibit 10.11
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.
