0001047469-10-008256 Sample Contracts

MASTER LOAN AGREEMENT
Master Loan Agreement • September 24th, 2010 • STAG Industrial, Inc. • Real estate investment trusts
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REGISTRATION RIGHTS AGREEMENT BY AND AMONG STAG INDUSTRIAL, INC., STAG INDUSTRIAL OPERATING PARTNERSHIP, L.P. AND THE CONTRIBUTORS DATED AS OF , 2010
Registration Rights Agreement • September 24th, 2010 • STAG Industrial, Inc. • Real estate investment trusts • New York

THIS REGISTRATION RIGHTS AGREEMENT (including all exhibits and schedules, this “Agreement”) is made and entered into as of , 2010, by and among STAG INDUSTRIAL, INC., a Maryland corporation (the “Company”), STAG INDUSTRIAL OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the “Operating Partnership”), and the contributors whose names are set forth on the signature pages hereto (each a “Contributor” and collectively, the “Contributors”).

SERVICES AGREEMENT
Services Agreement • September 24th, 2010 • STAG Industrial, Inc. • Real estate investment trusts

THIS SERVICES AGREEMENT (this “Agreement”) is made and entered into as of the day of , 2010, by and between STAG MANAGER III, LLC, a Delaware limited liability company having a principal place of business at 99 Chauncy Street, Boston, MA 02111 (herein called “Manager”), and STAG INDUSTRIAL MANAGEMENT, LLC, a Delaware limited liability company having a principal place of business at 99 Chauncy Street, Boston, MA 02111 (herein called “STAG”).

SERVICES AGREEMENT
Services Agreement • September 24th, 2010 • STAG Industrial, Inc. • Real estate investment trusts

THIS SERVICES AGREEMENT (this “Agreement”) is made and entered into as of the day of , 2010, by and between STAG MANAGER II, LLC, a Delaware limited liability company having a principal place of business at 93 Summer Street, Boston, MA 02110 (herein called “Manager”), and STAG INDUSTRIAL MANAGEMENT, LLC, a Delaware limited liability company having a principal place of business at 99 Chauncy Street, Boston, MA 02111 (herein called “STAG”).

AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF STAG INDUSTRIAL OPERATING PARTNERSHIP, L.P. a Delaware limited partnership
Agreement of Limited Partnership • September 24th, 2010 • STAG Industrial, Inc. • Real estate investment trusts • Delaware

THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF STAG INDUSTRIAL OPERATING PARTNERSHIP, L.P. (this “Agreement”), dated as of [ , 2010], is entered into by and among STAG Industrial GP, LLC, a Delaware limited liability company (the “General Partner”), STAG Investments III, LLC, a Delaware limited liability company (“Fund III”), STAG REIT (as defined below) and the other Persons (as defined below) that are party hereto from time to time and whose names are set forth on Exhibit A as attached hereto (as it may be amended from time to time) (each, a “Limited Partner”).

SERVICES AGREEMENT
Services Agreement • September 24th, 2010 • STAG Industrial, Inc. • Real estate investment trusts

THIS SERVICES AGREEMENT (this “Agreement”) is made and entered into as of the day of , 2010, by and between STAG MANAGER, LLC, a Delaware limited liability company having a principal place of business at 99 Chauncy Street, Boston, MA 02111 (herein called “Manager”), and STAG INDUSTRIAL MANAGEMENT, LLC, a Delaware limited liability company having a principal place of business at 99 Chauncy Street, Boston, MA 02111 (herein called “STAG”).

VOTING AGREEMENT
Voting Agreement • September 24th, 2010 • STAG Industrial, Inc. • Real estate investment trusts • New York

THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of , 2010, by and among STAG INDUSTRIAL, INC., a Maryland corporation (the “Company”), STAG INDUSTRIAL OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the “Operating Partnership”), GI STAG INVESTCO, LLC, a Delaware limited liability company (“GISI”) and the undersigned contributors (each a “Contributor” and collectively, the “Contributors”).

LOAN AGREEMENT Dated: As of August 11, 2006 Between STAG III ALBION, LLC (individually and collectively, together with each other party who may become a borrower hereunder, “Borrower”,) and ANGLO IRISH BANK CORPORATION PLC (“Agent”) and any other...
Loan Agreement • September 24th, 2010 • STAG Industrial, Inc. • Real estate investment trusts

This Loan Agreement (“Loan Agreement” or “Agreement”) made and entered into as of the 11th day of August, 2006, by and between STAG III ALBION, LLC, a Delaware limited liability company having an address at c/o STAG Capital Partners, 99 Chauncy Street, 10th floor, Boston, Massachusetts 02111 (individually and/or collectively, as the context so requires, together with each other party who may hereafter become a borrower hereunder, the “Borrower”) and ANGLO IRISH BANK CORPORATION PLC, a banking corporation having an address at 265 Franklin Street, Boston, Massachusetts 02110 and the other lending institutions which may become parties to this Agreement pursuant to Section 15.15 hereof (collectively the “Lenders”) and ANGLO IRISH BANK CORPORATION PLC, as agent for itself and such other lending institutions (the “Agent”).

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