First Potomac Realty Trust Sample Contracts

Loan No. V_08893 FIXED RATE NOTE
Loan Agreement • September 2nd, 2003 • First Potomac Realty Trust • Real estate investment trusts • Virginia
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OF
Limited Partnership Agreement • October 1st, 2003 • First Potomac Realty Trust • Real estate investment trusts • Delaware
AGREEMENT
Contribution Agreement • October 1st, 2003 • First Potomac Realty Trust • Real estate investment trusts • Maryland
Loan No. V_05536 FIXED RATE NOTE
Loan Agreement • September 2nd, 2003 • First Potomac Realty Trust • Real estate investment trusts
to RICHARD W. KLEIN, JR., as trustee (Trustee)
Deed of Trust and Security Agreement • September 2nd, 2003 • First Potomac Realty Trust • Real estate investment trusts • Virginia
FIRST POTOMAC REALTY TRUST 3,000,000 SHARES CONTROLLED EQUITY OFFERINGSM SALES AGREEMENT
Sales Agreement • November 14th, 2008 • First Potomac Realty Trust • Real estate investment trusts • New York

FIRST POTOMAC REALTY TRUST, a Maryland real estate investment trust corporation (the “Company”), and FIRST POTOMAC REALTY INVESTMENT LIMITED PARTNERSHIP, a Delaware limited partnership, the sole general partner of which is the Company (the “Operating Partnership”), confirm their agreement (this “Agreement”) with Cantor Fitzgerald & Co. (“CF&Co”), as follows:

FIRST POTOMAC REALTY TRUST Common Shares of Beneficial Interest (par value $.001 per share) UNDERWRITING AGREEMENT May 21, 2013
Underwriting Agreement • May 24th, 2013 • First Potomac Realty Trust • Real estate investment trusts • New York
EXHIBIT 10.8 FIXED RATE NOTE
Fixed Rate Note • September 2nd, 2003 • First Potomac Realty Trust • Real estate investment trusts
EMPLOYMENT AGREEMENT
Employment Agreement • February 17th, 2005 • First Potomac Realty Trust • Real estate investment trusts • Maryland

THIS EMPLOYMENT AGREEMENT (the “Agreement”) entered into as of February 14, 2005, by and between First Potomac Realty Investment Limited Partnership, a Delaware limited partnership, (the “Company”) and Joel F. Bonder (“Executive”).

FIRST POTOMAC REALTY TRUST
Underwriting Agreement • March 14th, 2012 • First Potomac Realty Trust • Real estate investment trusts • Maryland

INTRODUCTORY. First Potomac Realty Trust, a Maryland real estate investment trust (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 1,600,000 of its 7.750% Series A Cumulative Redeemable Perpetual Preferred Shares (the “Firm Shares”) of beneficial interest, par value $.001 per share (the “Preferred Shares”). In addition, the Company has granted to the Underwriters an option to purchase up to an additional 200,000 Preferred Shares (the “Option Shares”), as provided in Section 2. The Firm Shares and, if and to the extent such option is exercised, the Option Shares are collectively called the “Shares.” Wells Fargo Securities, LLC (“Wells Fargo”) has agreed to act as the representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering and sale of the Shares. To the extent there are no additional Underwriters named in Schedule A other than Wells Fargo, the term R

FIRST POTOMAC REALTY TRUST RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • May 30th, 2012 • First Potomac Realty Trust • Real estate investment trusts • Maryland

THIS RESTRICTED STOCK AGREEMENT, is entered into as of May 23, 2012 (the “Agreement”), by and between, First Potomac Realty Trust, a Maryland real estate investment trust (the “Company”), and (the “Recipient”). Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings set forth in the First Potomac Realty Trust 2009 Equity Compensation Plan (the “Plan”).

FIRST POTOMAC REALTY TRUST Common Shares of Beneficial Interest (par value $.001 per share) UNDERWRITING AGREEMENT September 24, 2008
Underwriting Agreement • September 30th, 2008 • First Potomac Realty Trust • Real estate investment trusts • Maryland

KeyBanc Capital Markets Inc. As representative of the several Underwriters KeyBank Center 800 Superior Avenue Cleveland, Ohio 44114

EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • January 19th, 2016 • First Potomac Realty Trust • Real estate investment trusts • Maryland

THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of January 13, 2016, by and between First Potomac Realty Investment Limited Partnership, a Delaware limited partnership (the “Company”), First Potomac Realty Trust, a Maryland real estate investment trust (the “Trust”), and Andrew Blocher (the “Executive”) and shall be effective as of such date.

ARTICLE I AMENDMENTS TO LOAN AGREEMENT
Secured Term Loan Agreement • October 6th, 2011 • First Potomac Realty Trust • Real estate investment trusts • New York

This SECURED TERM LOAN AGREEMENT (this “Agreement”) is made as of the 7th day of August, 2007, by and among FIRST POTOMAC REALTY INVESTMENT LIMITED PARTNERSHIP, a Delaware limited partnership (the “Borrower” or “FPLP”), having its principal place of business at 7600 Wisconsin Avenue, 11th Floor, Bethesda, Maryland 20814; KEYBANK NATIONAL ASSOCIATION (“KeyBank”), having a principal place of business at 127 Public Square, Cleveland, Ohio 44114 and the other lending institutions which are as of the date hereof or may become parties hereto pursuant to §20 (individually, a “Lender” and collectively, the “Lenders”); and KEYBANK, as administrative agent for itself and each other Lender (the “Agent”); and KEYBANC CAPITAL MARKETS INC., as Sole Lead Arranger and Sole Book Manager.

FIRST POTOMAC REALTY TRUST Common Shares of Beneficial Interest (par value $.001 per share) FORM OF UNDERWRITING AGREEMENT
Underwriting Agreement • June 16th, 2004 • First Potomac Realty Trust • Real estate investment trusts • Maryland

present fairly and accurately (i) the consolidated financial position of the Company and the Subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified, (ii) the combined financial position of First Potomac Realty Investment Trust, Inc., First Potomac Realty Investment Limited Partnership and First Potomac Management, Inc. (collectively, “First Potomac Predecessor”), and (iii) the revenues and certain expenses of (A) Herndon Corporate Center, (B) Aquia Commerce Center I & II, and (C) the Suburban Maryland Portfolio, each for the three months ended March 31, 2004 and the year ended December 31, 2003, (iv) the revenues and certain expenses of (A) Greenbrier Technology Center II, (B) Norfolk Business Center, (C) Rumsey Center and (D) Snowden Center, each for the nine months ended September 30, 2002 and the year ended December 31, 2001, (v) the revenues and certain expenses of (A) Interstate Plaza and (B) Virginia Center, each

FIRST POTOMAC REALTY TRUST SECOND AMENDED AND RESTATED CONTROLLED EQUITY OFFERINGSM SALES AGREEMENT
Controlled Equity Offerings Sales Agreement • September 2nd, 2011 • First Potomac Realty Trust • Real estate investment trusts • New York

FIRST POTOMAC REALTY TRUST, a Maryland real estate investment trust corporation (the “Company”), and FIRST POTOMAC REALTY INVESTMENT LIMITED PARTNERSHIP, a Delaware limited partnership, the sole general partner of which is the Company (the “Operating Partnership”), previously entered into a Controlled Sales Agreement with Cantor Fitzgerald & Co. (“CF&Co”), dated November 11, 2008, which contemplated the offer and sale from time to time through CF&Co., as sales agent, of up to 3,000,000 common shares of beneficial interest, par value $0.001 per share (the “Common Shares”), pursuant to which the Company offered and sold 2,756,100 Common Shares (the “Sales Agreement”). On May 19, 2010, the Company amended and restated the Sales Agreement with CF&Co., which contemplated the offer and sale of up to 5,243,900 Common Shares from time to time through CF&Co., as sales agent (the “Amended and Restated Sales Agreement”). As of the date hereof, none of the 5,243,900 Common Shares have been offered

AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
Revolving Credit Agreement • April 28th, 2006 • First Potomac Realty Trust • Real estate investment trusts

This AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT is made as of the 26th day of April, 2006, by and among FIRST POTOMAC REALTY INVESTMENT LIMITED PARTNERSHIP, a Delaware limited partnership (“FPLP”) and the Wholly-Owned Subsidiaries (defined below) which are listed on Schedule 1 hereto (as such Schedule 1 may be (or may be deemed to be) amended from time to time (FPLP and any such Wholly-Owned Subsidiary being hereinafter referred to collectively as the “Borrower” unless referred to in their individual capacities), having their principal place of business at 7600 Wisconsin Avenue, 11th Floor, Bethesda, Maryland 20814; KEYBANK NATIONAL ASSOCIATION (“KeyBank”), having a principal place of business at 127 Public Square, Cleveland, Ohio 44114, WACHOVIA BANK, NATIONAL ASSOCIATION, WELLS FARGO NATIONAL ASSOCIATION, BANK OF MONTREAL and the other lending institutions which are as of the date hereof or may become parties hereto pursuant to §20 (individually, a “Lender” and collectively, the

FIRST POTOMAC REALTY INVESTMENT LIMITED PARTNERSHIP 7600 Wisconsin Avenue, 11th Floor Bethesda, Maryland 20814
Revolving Credit Agreement • August 9th, 2011 • First Potomac Realty Trust • Real estate investment trusts

We refer to the Second Amended and Restated Revolving Credit Agreement dated as of December 29, 2009 (as amended by Amendment No. 1 dated May 14, 2010 and as further modified by the Commitment Increase Agreement, dated June 1, 2010, and as in effect from time to time, the “Credit Agreement”), by and among FIRST POTOMAC REALTY INVESTMENT LIMITED PARTNERSHIP, a Delaware limited partnership, and certain of its Wholly-owned Subsidiaries (collectively, the “Borrowers”), KEYBANK NATIONAL ASSOCIATION and the other lending institutions which are parties thereto (individually, a “Lender” and collectively, the “Lenders”), KEYBANK NATIONAL ASSOCIATION, as administrative agent for itself and each other Lender (the “Agent”) and certain other parties. Capitalized terms used in this letter of agreement (this “Amendment”) which are not defined herein, but which are defined in the Credit Agreement, shall have the same meanings herein as therein, as the context so requires.

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FIRST POTOMAC REALTY TRUST FORM OF RESTRICTED SHARE AGREEMENT
Restricted Share Agreement • March 1st, 2013 • First Potomac Realty Trust • Real estate investment trusts • Maryland

This RESTRICTED SHARE AGREEMENT, is entered into on , 20 (the “Agreement”), by and between, First Potomac Realty Trust, a Maryland real estate investment trust (the “Company”), and the individual named above (the “Recipient”). Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings set forth in the First Potomac Realty Trust 2009 Equity Compensation Plan, as amended (the “Plan”).

Separation of Employment Agreement and General Release
Separation of Employment Agreement • November 9th, 2015 • First Potomac Realty Trust • Real estate investment trusts • Maryland

THIS SEPARATION OF EMPLOYMENT AGREEMENT AND GENERAL RELEASE (this “Agreement”) is made as of this 8th day of November, 2015, by and between First Potomac Realty Investment Limited Partnership (the “Company”) and Nicholas R. Smith (“Executive”).

AGREEMENT OF PURCHASE AND SALE
Purchase and Sale Agreement • May 27th, 2004 • First Potomac Realty Trust • Real estate investment trusts • Virginia

THIS AGREEMENT OF PURCHASE AND SALE (“Agreement”) is made and entered into as of the 12th day of March, 2004 (the “Effective Date”), by and between AQUIA COMMERCE CENTER II, L.C., a Virginia limited liability company (“Seller”), and FIRST POTOMAC REALTY INVESTMENT LIMITED PARTNERSHIP, a Delaware limited partnership, or its permitted assigns (collectively “Purchaser”).

RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • February 28th, 2011 • First Potomac Realty Trust • Real estate investment trusts • Maryland

This RESTRICTED STOCK AGREEMENT, is entered into on February 22, 2011 (the “Agreement”), by and between, First Potomac Realty Trust, a Maryland real estate investment trust (the “Company”), and _______________ (the “Recipient”). Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings set forth in the First Potomac Realty Trust 2009 Equity Compensation Plan, as amended (the “Plan”).

AGREEMENT AND PLAN OF MERGER AMONG GOVERNMENT PROPERTIES INCOME TRUST, GOV NEW OPPTY REIT, GOV NEW OPPTY LP, FIRST POTOMAC REALTY TRUST, AND FIRST POTOMAC REALTY INVESTMENT LIMITED PARTNERSHIP DATED AS OF JUNE 27, 2017
Merger Agreement • June 28th, 2017 • First Potomac Realty Trust • Real estate investment trusts • Maryland

THIS AGREEMENT AND PLAN OF MERGER, dated as of June 27, 2017 (this “Agreement”), is by and among GOVERNMENT PROPERTIES INCOME TRUST, a Maryland real estate investment trust (“Parent”), GOV NEW OPPTY REIT, a Maryland real estate investment trust and a wholly owned subsidiary of Parent (“REIT Merger Sub”), GOV NEW OPPTY LP, a Delaware limited partnership and a majority owned subsidiary of REIT Merger Sub and a wholly owned subsidiary of Parent (“Partnership Merger Sub”), FIRST POTOMAC REALTY TRUST, a Maryland real estate investment trust (the “Company”) and FIRST POTOMAC REALTY INVESTMENT LIMITED PARTNERSHIP, a Delaware limited partnership and a majority owned subsidiary of the Company (“Company LP”). Each of Parent, REIT Merger Sub, Partnership Merger Sub, the Company and Company LP is sometimes referred to herein as a “Party” and collectively as the “Parties.” Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in Article 1.

FIRST POTOMAC REALTY INVESTMENT LIMITED PARTNERSHIP 7600 Wisconsin Avenue, 11th Floor Bethesda, Maryland 20814
Secured Term Loan Agreement • August 9th, 2011 • First Potomac Realty Trust • Real estate investment trusts

We refer to the Secured Term Loan Agreement dated as of August 7, 2007 (as amended and in effect from time to time, the “Credit Agreement”), by and among FIRST POTOMAC REALTY INVESTMENT LIMITED PARTNERSHIP, a Delaware limited partnership (the “Borrower”), KEYBANK NATIONAL ASSOCIATION and the other lending institutions which are parties thereto (individually, a “Lender” and collectively, the “Lenders”), and KEYBANK NATIONAL ASSOCIATION, as administrative agent for itself and each other Lender (the “Agent”). Capitalized terms used in this letter of agreement (this “Amendment”) which are not defined herein, but which are defined in the Credit Agreement, shall have the same meanings herein as therein, as the context so requires.

FIRST POTOMAC REALTY TRUST
Nonqualified Share Option Agreement • March 1st, 2013 • First Potomac Realty Trust • Real estate investment trusts • Maryland

This SHARE OPTION AGREEMENT, dated as of January , 20 (the “Date of Grant”) is delivered by First Potomac Realty Trust (the “Trust”) to the individual named above (the “Grantee”).

GUARANTY
Guaranty • October 22nd, 2013 • First Potomac Realty Trust • Real estate investment trusts • New York

THIS GUARANTY dated as of October 16, 2013, executed and delivered by each of the undersigned and the other Persons from time to time party hereto pursuant to the execution and delivery of an Accession Agreement (as defined below) (all of the undersigned, together with such other Persons each a “Guarantor” and collectively, the “Guarantors”) in favor of KEYBANK NATIONAL ASSOCIATION, in its capacity as Administrative Agent (the “Administrative Agent”) for the Lenders under that certain Amended and Restated Revolving Credit Agreement dated as of October 16, 2013 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among First Potomac Realty Investment Limited Partnership, as Borrower, First Potomac Realty Trust, as Parent, the financial institutions party thereto as Lenders and their assignees under Section 12.6. thereof (the “Lenders”), KeyBank National Association, as Administrative Agent, Swingline Lender and Issuing Bank. The Sp

Form of Series B Note
Senior Note Agreement • June 23rd, 2006 • First Potomac Realty Trust • Real estate investment trusts

This Note has not been registered under the Securities Act of 1933, as amended, and may not be transferred, sold or otherwise disposed of except while registration under said Act is in effect or pursuant to an exemption from registration under said Act or if said Act does not apply.

FIRST POTOMAC REALTY TRUST FORM OF RESTRICTED SHARE AGREEMENT -TRUSTEE
Restricted Share Agreement • March 1st, 2013 • First Potomac Realty Trust • Real estate investment trusts • Maryland

This RESTRICTED SHARE AGREEMENT, is entered into on , 20 (the “Agreement”), by and between, First Potomac Realty Trust, a Maryland real estate investment trust (the “Company”), and (the “Recipient”). Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings set forth in the First Potomac Realty Trust 2009 Equity Compensation Plan, as amended (the “Plan”).

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