0001024739-97-000453 Sample Contracts

TERMS AGREEMENT ---------------
Terms Agreement • August 12th, 1997 • Carramerica Realty Corp • Real estate investment trusts

We (the "Representatives") understand that CarrAmerica Realty Corporation, a Maryland corporation (the "Company"), proposes to issue and sell 7,000,000 shares of 8.57% Series B Cumulative Redeemable Preferred Stock (the "Series B Preferred Shares") (such Series B Preferred Shares being hereinafter referred to as the "Underwritten Securities"). Subject to the terms and conditions set forth or incorporated by reference herein, the underwriters named below (the "Underwriters") offer to purchase, severally and not jointly, the respective numbers of Initial Underwritten Securities (as defined in the Underwriting Agreement referred to below) set forth below opposite their respective names, and a proportionate share of Option Securities (as defined in the Underwriting Agreement referred to below) to the extent any are purchased, at the purchase price set forth below.

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