0000921082-09-000023 Sample Contracts

HIGHWOODS PROPERTIES, INC. COMMON STOCK, $.01 PAR VALUE UNDERWRITING AGREEMENT
Underwriting Agreement • June 1st, 2009 • Highwoods Properties Inc • Real estate investment trusts • New York

The undersigned understands that Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), Wachovia Capital Markets, LLC (“Wachovia”), and Morgan Stanley & Co. Incorporated (“Morgan Stanley”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Highwoods Properties, Inc., a Maryland corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters, including Merrill Lynch, Wachovia and Morgan Stanley (the “Underwriters”), of ___________ shares (the “Shares”) of the Common Stock, $.01 par value, of the Company (the “Common Stock”).

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