REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this “ Agreement ”) is made and entered
into as of October 15, 2001 by and among American Spectrum Realty, Inc., a Maryland corporation,
which operates as a real estate investment trust (the “ Company ”), American Spectrum Realty
Operating Partnership, L.P., a Delaware limited partnership (the “ Operating Partnership ”), and the
other parties which are signatories hereto (together with their respective successors, transferees and
assigns, each a “ Holder ” and collectively the “ Holders ”).
WHEREAS, on the date hereof, that Holder will receive units of limited partnership interest in
the Operating Partnership (such units of limited partnership interest being referred to hereinafter as
the “ OP Units ”).
WHEREAS, the Company, the Operating Partnership and the Holder are parties to an
Exchange Rights Agreement which provides the Holder, among other things, with the right to demand
that the Operating Partnership redeem their OP Units for cash and, at the option of the Company, the
Company may satisfy that redemption request on behalf of the Operating Partnership through the
issuance of the Company’s Common Stock, par value $0.01 per share; and
WHEREAS, in order to induce the Holder to consummate the closings contemplated under the
Agreement, the Company has agreed to grant to the Holder the registration rights set forth in Section
NOW, THEREFORE, the parties hereto, in consideration of the foregoing, the mutual
covenants and agreements hereinafter set forth, and other good and valuable consideration, the
receipt and sufficiency of which hereby are acknowledged, hereby agree as follows:
1. Definitions .
As used in this Agreement, the following capitalized defined terms shall have the following meanings:
“ Common Stock ” shall mean shares of common stock, par value $0.01 per share, of the Company.
“ Company ” shall have the meaning s