MASTER TRANSACTION AGREEMENT by and among PARKWAY PROPERTIES, INC.; PARKWAY PROPERTIES LP; EOLA OFFICE PARTNERS LLC (“EOP”); EOLA CAPITAL LLC (“EOC”); and THE INDIVIDUALS LISTED ON THE SIGNATURE PAGE HERETO April 10, 2011Master Transaction Agreement • April 13th, 2011 • Parkway Properties Inc • Real estate investment trusts • Delaware
This Master Transaction Agreement (this “Agreement”), dated as of April 10, 2011, is by and among Eola Office Partners LLC, a Florida limited liability company (“EOP”), EOLA Capital LLC, a Florida limited liability company (“EOC”), Parkway Properties, Inc., a Maryland corporation (“Parent”), Parkway Properties LP, a Delaware limited partnership (“Partnership”), and each of the individuals listed on the signature page to this Agreement (each, an “Executive” and collectively, the “Executives”). EOP, EOC, Parent, Partnership, and the Executives are sometimes referred to herein as the “Parties” and each, a “Party.”
CONTRIBUTION AGREEMENT by and among PARKWAY PROPERTIES, INC.; PARKWAY PROPERTIES LP; EOLA OFFICE PARTNERS LLC (“EOP”); EOLA CAPITAL LLC (“EOC”); THE MEMBERS OF EOP AND EOC THAT ARE PARTIES HERETO; and THE MEMBERS OF BANYAN STREET OFFICE HOLDINGS LLC...Contribution Agreement • April 13th, 2011 • Parkway Properties Inc • Real estate investment trusts • Florida
This Contribution Agreement (this “Agreement”), dated as of April 10, 2011, is by and among Eola Office Partners LLC, a Florida limited liability company (“EOP”), EOLA Capital LLC, a Florida limited liability company (“EOC”), Parkway Properties, Inc., a Maryland corporation (“Parent”), Parkway Properties LP, a Delaware limited partnership (“Partnership”), Banyan Street Office Holdings LLC, a Florida limited liability company (“Banyan”), the members of EOP (each such member of EOP and Banyan, a “Member” and collectively, with Banyan, the “Members”) and each of Rodolfo Prio Touzet, a resident of the State of Florida and Lorri Dunne, a resident of the State of Florida (each, an “EOC Beneficial Owner” and collectively, the “EOC Beneficial Owners”), which EOC Beneficial Owners own all of the membership interests of Banyan, which holds membership interests in EOC. EOP, EOC, Parent, Partnership, Banyan, the Members and the EOC Beneficial Owners are sometimes referred to herein as the “Parties
LOCK UP AND VOTING AGREEMENTLock Up and Voting Agreement • April 13th, 2011 • Parkway Properties Inc • Real estate investment trusts • Maryland
THIS LOCK UP AND VOTING AGREEMENT (this “Agreement”) is made and entered into as of April 10, 2011, by and among Parkway Properties, Inc., a Maryland corporation (the “REIT”), Parkway Properties LP, a Delaware limited partnership (the “OP”), and the undersigned holders (each a “Holder” and collectively, the “Holders” ) of units of limited partnership interest of the OP (“OP Units”) or, upon any redemption of such OP Units, other than for cash, shares of common stock of the REIT, $0.001 par value (“Common Stock”).
Form of Subscription Agreement For SHARES OF SERIES D PREFERRED STOCKSubscription Agreement • April 13th, 2011 • Parkway Properties Inc • Real estate investment trusts • Delaware
Reference is made to the Prospectus Supplement of Parkway Properties, Inc. (the “Company”), dated April 10, 2011, as modified by any supplements, amendments or modifications thereto (collectively the “Prospectus Supplement”), with respect to shares of 8.00% Series D cumulative redeemable preferred stock, par value $0.001 per share of the Company (“Series D Preferred Stock”), a copy of which has been delivered to the undersigned. Capitalized terms used herein, but not defined at the time of use shall the meaning given to them in Section 7 herein.
FIRST AMENDMENT TO LIMITED PARTNERSHIP AGREEMENT OF PARKWAY PROPERTIES OFFICE FUND II, L.P.Limited Partnership Agreement • April 13th, 2011 • Parkway Properties Inc • Real estate investment trusts
THIS FIRST AMENDMENT TO LIMITED PARTNERSHIP AGREEMENT OF PARKWAY PROPERTIES OFFICE FUND II , L.P. (the “Partnership”), a Delaware limited partnership (“Amendment”) is made as of April 10, 2011 by and among, PPOF II, LLC, a Delaware limited liability company, as the sole general partner of the Partnership (“General Partner”), Parkway Properties LP, a Delaware limited partnership (“Parkway”), and Teacher Retirement System of Texas, a public pension fund and public entity of the State of Texas (“TRST” and together with Parkway, the “Limited Partners”). The General Partner and the Limited Partners are hereinafter sometimes referred to collectively as the “Partners”.
