We and our operating partnership, IAS Operating Partnership LP, have agreed to indemnify the
underwriters against some specified types of liabilities, including liabilities under the Securities Act, and to contribute to payments the underwriters may be required to make in respect of any of these liabilities.
We, each of our directors and executive officers, our Manager, all of the Managers officers required to make filings under
Section 16 of the Exchange Act with respect of the Company, and IVR Limited Partner LLC have agreed not to (subject to certain exceptions), directly or indirectly, take any of the following actions with respect to our common stock, any
securities substantially similar to our common stock, or any securities convertible into or exchangeable or exercisable for any of our common stock (Lock-Up Securities): (i) offer, sell, issue,
contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up
Securities, or (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the Exchange Act, or publicly disclose the intention to
take any such action, for a period of 30 days after the date of this prospectus supplement without the prior written consent of Credit Suisse Securities (USA) LLC. We have also agreed not to file with the Commission a registration statement
under the Securities Act relating to Lock-Up Securities, or publicly disclose the intention to make such filing, during such period. However, each of our directors and executive officers and certain officers
of our Manager may transfer or dispose of our shares during this 30-day lock-up period in the case of gifts or for estate planning purposes where the donee
agrees to a similar lock-up agreement for the remainder of the 30-day lock-up period.
As of the date of this prospectus supplement, there are no agreements between Credit Suisse Securities (USA) LLC, Barclays Capital Inc., BofA
Securities, Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, Wells Fargo Securities, LLC, JMP Securities LLC, JonesTrading Institutional Services LLC, or Keefe, Bruyette & Woods, Inc. and any of our stockholders or
affiliates releasing them from these lock-up agreements prior to the expiration of the 30-day lock-up period.
In connection with the offering, the underwriters may purchase and sell shares of our common stock in the open market. These transactions may
include short sales, purchases to cover positions created by short sales and stabilizing transactions.
Short sales involve the sale by
the underwriters of a greater number of shares than they are required to purchase in the offering. Covered short sales are sales made in an amount not greater than the underwriters option to purchase additional shares of common stock from us
in the offering. The underwriters may close out any covered short position by either exercising their option to purchase additional shares or purchasing shares in the open market. In determining the source of shares to close out the covered short
position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase shares through the underwriters option to purchase additional
shares of common stock from us in the offering.
Naked short sales are any sales in excess of the underwriters option to purchase
additional shares of common stock from us in the offering. The underwriters must close out any naked short position by purchasing shares in the open market. A naked short position is more likely to be created if underwriters are concerned that there
may be downward pressure on the price of the shares in the open market prior to the completion of the offering.
Stabilizing transactions
consist of various bids for or purchases of our common stock made by the underwriters in the open market prior to the completion of the offering.
The underwriters may impose a penalty bid. This occurs when a particular underwriter repays to the other underwriters a portion of the
underwriting discount received by it because the representatives of the underwriters
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