0001193125-15-165202 Sample Contracts

●] Shares International Market Centers, Inc. Common Stock, par value $0.01 UNDERWRITING AGREEMENT
Underwriting Agreement • May 1st, 2015 • International Market Centers, Inc. • Real estate investment trusts • New York

International Market Centers, Inc., a Maryland corporation (the “Company”) proposes to sell [●] shares (the “Firm Stock”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”). In addition, the Company proposes to grant to the underwriters (the “Underwriters”) named in Schedule I attached to this agreement (this “Agreement”) an option to purchase up to [●] additional shares of the Common Stock on the terms set forth in Section 2 (the “Option Stock”). The Firm Stock and the Option Stock, if purchased, are hereinafter collectively called the “Stock”. This Agreement is to confirm the agreement concerning the purchase of the Stock from the Company by the Underwriters.

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RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THE INTERNATIONAL MARKET CENTERS, INC. 2015 OMNIBUS INCENTIVE PLAN
Restricted Stock Unit Agreement • May 1st, 2015 • International Market Centers, Inc. • Real estate investment trusts • Maryland

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between International Market Centers, Inc., a corporation organized in the State of Maryland (the “Company”), and the Participant specified above, pursuant to the International Market Centers, Inc. 2015 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and

INTERNATIONAL MARKET CENTERS, INC. LTIP UNIT AWARD AGREEMENT
Ltip Unit Award Agreement • May 1st, 2015 • International Market Centers, Inc. • Real estate investment trusts • Delaware

This LTIP Unit Award Agreement (“Agreement”) made as of the date set forth below among International Market Centers, Inc., a Maryland corporation (the “Company”), its subsidiary, IMC OP, LP, a Delaware limited partnership and the entity through which the Company conducts substantially all of its operations (the “Partnership”), and the person identified below as the grantee (the “Grantee”).

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