INDEMNIFICATION AGREEMENTIndemnification Agreement • January 30th, 2015 • Easterly Government Properties, Inc. • Real estate investment trusts • Maryland
THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the day of , 2015, (the “Effective Date”) by and between Easterly Government Properties, Inc., a Maryland corporation (the “Company”), and (“Indemnitee”).
EMPLOYMENT AGREEMENTEmployment Agreement • January 30th, 2015 • Easterly Government Properties, Inc. • Real estate investment trusts • New York
This Employment Agreement (“Agreement”) is made as of the 30th day of January, 2015, among Easterly Government Properties Services LLC, a Delaware limited liability company (the “Employer”), Easterly Government Properties LP, a Delaware limited partnership (the “Partnership”), Easterly Government Properties, Inc., a Maryland corporation (collectively with the Partnership, the “Company”) and William C. Trimble, III (the “Executive”) and is effective as of the closing of the Company’s first underwritten public offering of its equity securities pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “IPO”), provided that the IPO is consummated prior to September 30, 2015 (the “Effective Date”).
CREDIT AGREEMENT Dated as of , 2015 among EASTERLY GOVERNMENT PROPERTIES LP, as Borrower, EASTERLY GOVERNMENT PROPERTIES, INC., as Parent Guarantor, THE GUARANTORS NAMED HEREIN, as Guarantors, THE INITIAL LENDERS AND THE INITIAL ISSUING BANKS NAMED...Credit Agreement • January 30th, 2015 • Easterly Government Properties, Inc. • Real estate investment trusts • New York
The Applicable Margin for each Base Rate Advance shall be determined by reference to the Leverage Ratio in effect from time to time and the Applicable Margin for any Interest Period for all Eurodollar Rate Advances comprising part of the same Borrowing shall be determined by reference to the Leverage Ratio in effect on the first day of such Interest Period; provided, however, that (i) the Applicable Margin shall initially be at Pricing Level I on the Closing Date, (ii) no change in the Applicable Margin resulting from the Leverage Ratio shall be effective until the first Business Day after the date on which the Administrative Agent receives (x) the financial statements required to be delivered pursuant to Section 5.03(b) or (c), as the case may be, and (y) a certificate of the Chief Financial Officer (or other Responsible Officer performing similar functions) of the Borrower demonstrating the Leverage Ratio, and (iii) the Applicable Margin shall be at Pricing Level V for so long as the
CONTRIBUTION AGREEMENT by and among EASTERLY GOVERNMENT PROPERTIES, INC., EASTERLY GOVERNMENT PROPERTIES LP and USGP II INVESTOR, LP Dated as of January 26, 2015Contribution Agreement • January 30th, 2015 • Easterly Government Properties, Inc. • Real estate investment trusts • New York
THIS CONTRIBUTION AGREEMENT (including all exhibits, hereinafter referred to as this “Agreement”) is made and entered into as of January 26, 2015 (the “Effective Date”) by and among Easterly Government Properties LP, a Delaware limited partnership (the “Operating Partnership”), Easterly Government Properties, Inc., a Maryland corporation (the “Company”), and USGP II INVESTOR, LP, a Delaware limited partnership (the “Contributor”).
REGISTRATION RIGHTS AGREEMENT BY AND AMONG EASTERLY GOVERNMENT PROPERTIES, INC. AND THE HOLDERS NAMED HEREIN DATED: JANUARY 26, 2015Registration Rights Agreement • January 30th, 2015 • Easterly Government Properties, Inc. • Real estate investment trusts • New York
This Registration Rights Agreement (this “Agreement”) is entered into as of January 26, 2015 by and among Easterly Government Properties, Inc., a Maryland corporation (the “Company”), and the persons named on Exhibit A hereto (collectively with any Assignee pursuant to Section 15 hereof, the “Holders”).
EASTERLY GOVERNMENT PROPERTIES, INC. SHARE PURCHASE AGREEMENTShare Purchase Agreement • January 30th, 2015 • Easterly Government Properties, Inc. • Real estate investment trusts • Maryland
This SHARE PURCHASE AGREEMENT (this “Agreement”) is made as of this 26th day of January, 2015, by and between Easterly Government Properties, Inc., a Maryland corporation (the “Company”), and the entities listed on Schedule I hereto (each, a “Purchaser” and collectively, “Purchasers”).
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF EASTERLY GOVERNMENT PROPERTIES LP Dated as of , 2015Original Agreement • January 30th, 2015 • Easterly Government Properties, Inc. • Real estate investment trusts • Delaware
THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF EASTERLY GOVERNMENT PROPERTIES LP, dated as of , 2015, is entered into by and among Easterly Government Properties, Inc., a Maryland corporation (the “Company”), as the General Partner, and the Persons whose names are set forth on Exhibit A attached hereto, as the Limited Partners, together with any other Persons who become Partners in the Partnership as provided herein.
FORM OF TAX PROTECTION AGREEMENTForm of Tax Protection Agreement • January 30th, 2015 • Easterly Government Properties, Inc. • Real estate investment trusts • Delaware
This Tax Protection Agreement (this “Agreement”) is entered into as of , 2015, by and among Easterly Government Properties LP, a Delaware limited partnership (“EGPLP”), and Michael P. Ibe (“Contributor”) in connection with the contribution of certain real property assets (the “Properties’) by Contributor and certain of his affiliates to EGPLP in exchange for limited partnership units in EGPLP. This Agreement is being entered into for the benefit of the WD Indemnified Parties (as defined below).
DIRECTOR NOMINATION AGREEMENT BETWEEN EASTERLY GOVERNMENT PROPERTIES, INC. AND MICHAEL P. IBE Dated as of January 26, 2015Director Nomination Agreement • January 30th, 2015 • Easterly Government Properties, Inc. • Real estate investment trusts • Maryland
This DIRECTOR NOMINATION AGREEMENT (as the same may be amended, modified or supplemented from time to time, this “Agreement”), dated as of January 26, 2015, is entered into by and between Easterly Government Properties, Inc., a Maryland corporation (the “Company”) and Michael P. Ibe (together with any permitted assignees pursuant to Section 4.4, the “Contributor”).
Easterly Government Properties, Inc. 12,000,000 Shares1 Common Stock ($0.01 par value) Underwriting AgreementEasterly Government Properties, Inc. • January 30th, 2015 • Real estate investment trusts • New York
Easterly Government Properties, Inc., a corporation organized under the laws of the State of Maryland (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, 12,000,000 shares of common stock, $0.01 par value (“Common Stock”) of the Company (the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 1,800,000 additional shares of Common Stock (the “Option Securities;” the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”) to cover over-allotments. To the extent there are no additional Underwriters listed on Schedule I other than you, the term “Representatives” as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either the singular or plural as the context requires. The use of the neuter in this Agreement
