0000729237-15-000031 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • February 25th, 2015 • Parkway Properties Inc • Real estate investment trusts • New York

This AGREEMENT, dated as of October 22, 2013 (the “Agreement”), between Parkway Properties, Inc. (the “Company”), and Jeremy R. Dorsett (the “Executive”).

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AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PARKWAY PROPERTIES LP
Second Amended and Restated Agreement of Limited Partnership • February 25th, 2015 • Parkway Properties Inc • Real estate investment trusts • Delaware

THIS AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (“Amendment No. 2”), dated as of December 31, 2014, is entered into by and between Parkway Properties, Inc., a Maryland corporation (the “Company”), and Parkway Properties General Partners, Inc. (the “General Partner”), a Delaware corporation, and amends that certain Second Amended and Restated Agreement of Limited Partnership of Parkway Properties LP (the “Partnership”), a Delaware limited partnership, dated February 27, 2013, as amended (the “Partnership Agreement”).

THIRD AMENDMENT AND RATIFICATION TO PURCHASE AND SALE OF MEMBERSHIP INTERESTS AGREEMENT
Purchase and Sale of Membership Interests Agreement • February 25th, 2015 • Parkway Properties Inc • Real estate investment trusts

THIS THIRD AMENDMENT AND RATIFICATION TO PURCHASE AND SALE OF MEMBERSHIP INTERESTS AGREEMENT (this “Amendment”) is dated as of December 8, 2014, by and among PKY SUSP, LLC, a Delaware limited liability company (“Seller”) and Banyan Street/GAP SUSP Mezz Holdings, LLC, a Delaware limited liability company (“Purchaser” and each Seller and Purchaser shall each be a “party” and collectively the “parties”).

SECOND AMENDMENT AND RATIFICATION TO PURCHASE AND SALE OF MEMBERSHIP INTERESTS AGREEMENT
Purchase and Sale of Membership Interests Agreement • February 25th, 2015 • Parkway Properties Inc • Real estate investment trusts

THIS SECOND AMENDMENT AND RATIFICATION TO PURCHASE AND SALE OF MEMBERSHIP INTERESTS AGREEMENT (this “Amendment”) is dated as of November 20, 2014, by and among PKY SUSP, LLC, a Delaware limited liability company (“Seller”) and Banyan Street/GAP SUSP Holdings, LLC, a Delaware limited liability company (“Purchaser” and each Seller and Purchaser shall each be a “party” and collectively the “parties”).

SECOND AMENDMENT AND RATIFICATION TO PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • February 25th, 2015 • Parkway Properties Inc • Real estate investment trusts

THIS SECOND AMENDMENT AND RATIFICATION TO PURCHASE AND SALE AGREEMENT (this “Amendment”) is dated as of November 19, 2014, by and among parties listed on Schedule 1 attached hereto (each a Seller and collectively “Sellers”) and PKY SUSP, LLC, a Delaware limited liability company (“Purchaser” and each Seller and Purchaser shall each be a “party” and collectively the “parties”).

AMENDMENT NO. 1 TO MANAGEMENT SERVICES AGREEMENT
Management Services Agreement • February 25th, 2015 • Parkway Properties Inc • Real estate investment trusts • New York

This AMENDMENT NO. 1 TO MANAGEMENT SERVICES AGREEMENT (this “Amendment”) is entered into as of December 15, 2014 by and between Parkway Properties, Inc. (the “Company”) and TPG VI Management, LLC (the “Manager”).

AMENDMENT AND RATIFICATION TO PURCHASE AND SALE OF MEMBERSHIP INTERESTS AGREEMENT
Purchase and Sale of Membership Interests Agreement • February 25th, 2015 • Parkway Properties Inc • Real estate investment trusts

THIS AMENDMENT AND RATIFICATION TO PURCHASE AND SALE OF MEMBERSHIP INTERESTS AGREEMENT (this “Amendment”) is dated as of October 29, 2014, by and among PKY SUSP, LLC, a Delaware limited liability company (“Seller”) and Banyan Street/GAP SUSP Holdings, LLC, a Delaware limited liability company (“Purchaser” and each Seller and Purchaser shall each be a “party” and collectively the “parties”).

AMENDMENT AND RATIFICATION TO PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • February 25th, 2015 • Parkway Properties Inc • Real estate investment trusts

THIS AMENDMENT AND RATIFICATION TO PURCHASE AND SALE AGREEMENT (this “Amendment”) is dated as of October 28, 2014, by and among parties listed on Schedule 1 attached hereto (each a Seller and collectively “Sellers”) and PKY SUSP, LLC, a Delaware limited liability company (“Purchaser” and each Seller and Purchaser shall each be a “party” and collectively the “parties”).

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