0001104659-03-019565 Sample Contracts

UNDERWRITING AGREEMENT Gables Residential Trust 2,500,000 Common Shares of Beneficial Interest August 20, 2003
Underwriting Agreement • August 26th, 2003 • Gables Residential Trust • Real estate investment trusts • New York

Introductory. Gables Residential Trust, a Maryland real estate investment trust (the “REIT”), proposes to issue and sell to Wachovia Capital Markets, LLC. (“Wachovia”) as initial purchaser and underwriter (the “Underwriter”) an aggregate of 2,500,000 shares of the REIT’s common shares of beneficial interest (the “Common Stock”), par value $0.01 per share (the “Securities”). Wachovia has agreed to act as Underwriter in connection with the offering and sale of the Securities. The REIT, its operating partnership, Gables Realty Limited Partnership, a Delaware limited partnership (the “Operating Partnership”), and the Operating Partnership’s sole general partner, Gables GP, Inc. (“Gables GP”), a Texas corporation and a wholly owned subsidiary of the REIT, are referred to collectively in this Agreement as the “Company.”

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