FIRST POTOMAC REALTY TRUST Common Shares of Beneficial Interest (par value $.001 per share) FORM OF UNDERWRITING AGREEMENTUnderwriting 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
