Washington Real Estate Investment Trust Sample Contracts

Washington Real Estate Investment Trust – AGREEMENT OF SALE (July 30th, 2019)
Washington Real Estate Investment Trust – April 1, 2019 (July 30th, 2019)

You have advised Wells Fargo Bank, National Association (“Wells Fargo Bank”) and Wells Fargo Securities, LLC (“Wells Fargo Securities”), PNC Bank, National Association (“PNC Bank”), U.S. Bank National Association (“US Bank”), KeyBank National Association (“KeyBank”), and Capital One, National Association (“Capital One” and, collectively with Wells Fargo Bank, Wells Fargo Securities, PNC Bank, US Bank and KeyBank, the “Commitment Parties” or “we” or “us”) that Washington Real Estate Investment Trust (the “Borrower” or “you”) seeks a senior unsecured term loan (the “Term Facility”) to, in part, (i) fund a portion of the purchase price for the proposed acquisition (the “Acquisition”) of up to seven multifamily assets located in Maryland and Virginia with approximately 2100 units (each, an “Acquired Asset” and collectively, the “Acquired Assets”) pursuant to the Agreement of Sale dated as of the date hereof by and among Barton’s Crossing LP, Magazine Carlyle Station LP, Magazine Fox Run LP

Washington Real Estate Investment Trust – FIRST AMENDMENT TO AGREEMENT OF SALE (July 30th, 2019)

This FIRST AMENDMENT TO AGREEMENT OF SALE (this “First Amendment”) is made effective as of the 18th day of April, 2019, by and by and among BARTON’S CROSSING LP, a Delaware limited partnership (“Barton’s Crossing Seller”), MAGAZINE CARLYLE STATION LP, a Delaware limited partnership (“Carlyle Station Seller”), MAGAZINE FOX RUN LP, a Delaware limited partnership (“Fox Run Seller”), MAGAZINE GLEN LP, a Delaware limited partnership (“Glen Seller”), MAGAZINE LIONSGATE LP, a Delaware limited partnership (“Lionsgate Seller”), MAGAZINE VILLAGE AT MCNAIR FARMS LP, a Delaware limited partnership (“McNair Farms Seller”), MAGAZINE WATKINS STATION LP, a Delaware Limited Partnership (“Watkins Station Seller”) (Barton’s Crossing Seller, Carlyle Station Seller, Fox Run Seller, Glen Seller, Lionsgate Seller, McNair Farms Seller, and Watkins Station Seller are each herein a “Seller” and collectively, the “Sellers”) and WASHINGTON REAL ESTATE INVESTMENT TRUST, a Maryland real estate investment trust (“Bu

Washington Real Estate Investment Trust – PURCHASE AND SALE AGREEMENT by and among WASHREIT BRADLEE SHOPPING CENTER LLC, a Delaware limited liability company, as Bradlee Seller, WASHREIT SHOPPES AT FOXCHASE LLC, a Delaware limited liability company, as Foxchase Seller, WRIT GATEWAY OVERLOOK LLC, a Delaware limited liability company, as Gateway Seller, WRIT OLNEY VILLAGE CENTER LLC, a Delaware limited liability company, as Olney Seller, WASHREIT WHEATON PARK SHOPPING CENTER LLC, a Delaware limited liability company, as Wheaton Seller and GLOBAL RETAIL INVESTORS, LLC, a Delaware limited liability company, as Buyer Date: June 26, 2019 PR (July 26th, 2019)

THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made as of June 26, 2019 (the “Effective Date”), by and among the sellers identified on Exhibit A (each, a “Seller” and collectively, the “Sellers”), and GLOBAL RETAIL INVESTORS, LLC, a Delaware limited liability company (“Buyer”).

Washington Real Estate Investment Trust – Company Background and Highlights Second Quarter 2019 (July 25th, 2019)

WashREIT owns and operates uniquely positioned real estate assets in the Washington D.C. market. As of June 30, 2019, WashREIT owned a diversified portfolio of 53 properties, totaling approximately 5.8 million square feet of commercial space and 6,381 multifamily units, and land held for development. These 53 properties consist of 17 office properties, 16 retail centers and 20 multifamily properties. WashREIT shares are publicly traded on the New York Stock Exchange (NYSE:WRE).

Washington Real Estate Investment Trust – FOR IMMEDIATE RELEASE CONTACT: 1775 Eye Street, NW, Suite 1000 Amy Hopkins Washington, DC 20006 Vice President, Investor Relations Tel 202-774-3200 E-Mail: ahopkins@washreit.com Fax 301-984-9610 www.washreit.com July 25, 2019 WASHINGTON REAL ESTATE INVESTMENT TRUST ANNOUNCES SECOND QUARTER FINANCIAL AND OPERATING RESULTS AND QUARTERLY DIVIDEND (July 25th, 2019)

Washington Real Estate Investment Trust (“WashREIT” or the “Company”) (NYSE: WRE), a leading owner and operator of commercial and multifamily properties in the Washington, DC area, reported financial and operating results today for the quarter ended June 30, 2019:

Washington Real Estate Investment Trust – We consent to the incorporation by reference in the following Registration Statements: (1) Form S-3 No. 333-224135 of Washington Real Estate Investment Trust, (2) Form S-3 No. 333-223527 of Washington Real Estate Investment Trust, (3) Form S-8 No. 333-145327 pertaining to the 2007 Omnibus Long-Term Incentive Plan of Washington Real Estate Investment Trust, and (4) Form S-8 No. 333-211418 pertaining to the 2016 Omnibus Incentive Plan of Washington Real Estate Investment Trust; of our report dated July 11, 2019, with respect to the Statement of Revenues and Certain Expenses of the Assembly Portf (July 11th, 2019)
Washington Real Estate Investment Trust – WASHREIT ENTERS CONTRACTS TO SELL EIGHT RETAIL ASSETS, ACQUIRE AN ADDITIONAL MULTIFAMILY ASSET AND PROVIDES UPDATED 2019 EARNINGS GUIDANCE (June 26th, 2019)

Washington, DC, June 26th, 2019 - WashREIT (NYSE: WRE) (the “Company” or “WashREIT”) has announced that it has entered into two definitive agreements with separate institutional buyers to sell a total of eight retail assets, including all three of its power centers. The Company has also updated its 2019 earnings guidance and provided a blended estimated capitalization rate (1) of approximately 6.2% for the sale of its eight retail assets.

Washington Real Estate Investment Trust – 1 2019 STRATEGIC CAPITAL ALLOCATION PLAN Investor Presentation – June 26, 2019 (June 26th, 2019)
Washington Real Estate Investment Trust – TERM LOAN AGREEMENT Dated as of April 30, 2019 by and among WASHINGTON REAL ESTATE INVESTMENT TRUST, as Borrower, THE FINANCIAL INSTITUTIONS PARTY HERETO AND THEIR ASSIGNEES UNDER SECTION 12.5., as Lenders, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent WELLS FARGO SECURITIES, LLC, as Lead Arranger and Bookrunner, and PNC BANK, NATIONAL ASSOCIATION and U.S. BANK NATIONAL ASSOCIATION, as Co-Documentation Agents (May 1st, 2019)

THIS TERM LOAN AGREEMENT (this “Agreement”) dated as of April 30, 2019 by and among WASHINGTON REAL ESTATE INVESTMENT TRUST, a real estate investment trust formed under the laws of the State of Maryland (the “Borrower”), each of the financial institutions initially a signatory hereto together with their successors and assignees under Section 12.5. (the “Lenders”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (the “Administrative Agent”), with WELLS FARGO SECURITIES, LLC, as Lead Arranger and sole Bookrunner (in such capacities, the “Arranger”) and PNC BANK, NATIONAL ASSOCIATION and U.S. BANK NATIONAL ASSOCIATION, as Co-Documentation Agents (the “Documentation Agents”).

Washington Real Estate Investment Trust – SEPARATION AGREEMENT AND GENERAL RELEASE (April 29th, 2019)

This Separation Agreement and General Release (this “Agreement”), effective as of the date described in Section 12 below (the “Effective Date”), is made and entered into by and between Washington Real Estate Investment Trust (“Company”) and Thomas Q. Bakke (“Executive”).

Washington Real Estate Investment Trust – AMENDMENT NO. 1 TO SEPARATION AGREEMENT AND GENERAL RELEASE (April 29th, 2019)

THIS AMENDMENT (this “Amendment”) to the Separation Agreement and General Release (the “Agreement”), dated February 15, 2019 by and between Thomas Q. Bakke (“Executive”) and Washington Real Estate Investment Trust (the “Company”), is entered into by the parties as of March 8, 2019. Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement.

Washington Real Estate Investment Trust – SECOND AMENDMENT TO WASHINGTON REAL ESTATE INVESMENT TRUST SHORT-TERM INCENTIVE PLAN (Effective March 18, 2019) (April 29th, 2019)
Washington Real Estate Investment Trust – FOR IMMEDIATE RELEASE CONTACT: 1775 Eye Street, NW, Suite 1000 Tejal R. Engman Washington, DC 20006 Vice President, Investor Relations Tel 202-774-3200 E-Mail: tengman@washreit.com Fax 301-984-9610 www.washreit.com April 24, 2019 WASHINGTON REAL ESTATE INVESTMENT TRUST ANNOUNCES FIRST QUARTER FINANCIAL AND OPERATING RESULTS AND QUARTERLY DIVIDEND (April 24th, 2019)

Washington Real Estate Investment Trust (“WashREIT” or the “Company”) (NYSE: WRE), a leading owner and operator of commercial and multifamily properties in the Washington, DC area, reported financial and operating results today for the quarter ended March 31, 2019:

Washington Real Estate Investment Trust – Company Background and Highlights First Quarter 2019 (April 24th, 2019)

Washington Real Estate Investment Trust ("Washington REIT") owns and operates uniquely positioned real estate assets in the Washington D.C. market. As of March 31, 2019, Washington REIT owned a diversified portfolio of 48 properties, totaling approximately 6.1 million square feet of commercial space and 4,268 multifamily units, and land held for development. These 48 properties consist of 19 office properties, 16 retail centers and 13 multifamily properties. Washington REIT shares are publicly traded on the New York Stock Exchange (NYSE:WRE).

Washington Real Estate Investment Trust – FOR IMMEDIATE RELEASE Contact: Tejal Engman, WashREIT Phone: 202-774-3253 E-Mail: tengman@washreit.com WASHREIT TO ACQUIRE VALUE-ADD MULTIFAMILY PORTFOLIO IN THE WASHINGTON METRO REGION Washington, DC, April 2, 2019 — WashREIT (NYSE: WRE), a leading owner of commercial and multifamily properties in the Washington, DC area, has entered into a definitive agreement to purchase a 2,113 unit multifamily portfolio for approximately $461 million. The portfolio consists of seven suburban Class B apartment communities in northern Virginia and Montgomery County, Maryland. The Company plans to sell selec (April 3rd, 2019)
Washington Real Estate Investment Trust – MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS (March 1st, 2019)

The following is a summary of certain material U.S. federal income tax considerations relating to our qualification and taxation as a real estate investment trust, a “REIT,” and the acquisition, holding, and disposition of (i) our common shares, preferred shares and depositary shares (together with common shares and preferred shares, the “shares”) as well as our warrants and rights, and (ii) certain debt securities that we may offer (together with the shares, the “securities”). For purposes of this discussion, references to “our Company,” “we” and “us” mean only Washington Real Estate Investment Trust and not its subsidiaries or affiliates. This summary is based upon the Internal Revenue Code of 1986, as amended, (the “Code”), the Treasury Regulations, rulings and other administrative interpretations and practices of the Internal Revenue Service (“IRS”) (including administrative interpretations and practices expressed in private letter rulings, which are binding on the IRS only with re

Washington Real Estate Investment Trust – Company Background and Highlights Fourth Quarter 2018 (February 14th, 2019)

Washington Real Estate Investment Trust ("Washington REIT") owns and operates uniquely positioned real estate assets in the Washington D.C. market. As of December 31, 2018, Washington REIT owned a diversified portfolio of 48 properties, totaling approximately 6.1 million square feet of commercial space and 4,268 multifamily units, and land held for development. These 48 properties consist of 19 office properties, 16 retail centers and 13 multifamily properties. Washington REIT shares are publicly traded on the New York Stock Exchange (NYSE:WRE).

Washington Real Estate Investment Trust – FOR IMMEDIATE RELEASE CONTACT: 1775 Eye Street, NW, Suite 1000 Tejal R. Engman Washington, DC 20006 Vice President, Investor Relations Tel 202-774-3200 E-Mail: tengman@washreit.com Fax 301-984-9610 www.washreit.com February 14, 2019 WASHINGTON REAL ESTATE INVESTMENT TRUST ANNOUNCES FOURTH QUARTER AND YEAR- END OPERATING RESULTS FOR 2018 (February 14th, 2019)

Washington Real Estate Investment Trust ("Washington REIT” or the “Company”) (NYSE: WRE), a leading owner and operator of commercial and multifamily properties in the Washington, DC area, reported financial and operating results today for the quarter and year ended December 31, 2018:

Washington Real Estate Investment Trust – NEWS RELEASE CONTACT: 1775 Eye Street, NW, Suite 1000 Tejal R. Engman Washington, DC 20006 Vice President, Investor Relations Tel 202-774-3200 E-Mail: tengman@washreit.com Fax 301-984-9610 www.washreit.com October 25, 2018 WASHINGTON REAL ESTATE INVESTMENT TRUST ANNOUNCES THIRD QUARTER FINANCIAL AND OPERATING RESULTS AND QUARTERLY DIVIDEND (October 25th, 2018)

Washington Real Estate Investment Trust (“Washington REIT” or the “Company”) (NYSE: WRE), a leading owner and operator of commercial and multifamily properties in the Washington, DC area, reported financial and operating results today for the quarter ended September 30, 2018:

Washington Real Estate Investment Trust – Company Background and Highlights Third Quarter 2018 (October 25th, 2018)

Washington Real Estate Investment Trust ("Washington REIT") owns and operates uniquely positioned real estate assets in the Washington D.C. market. As of September 30, 2018, Washington REIT owned a diversified portfolio of 48 properties, totaling approximately 6.1 million square feet of commercial space and 4,268 multifamily units, and land held for development. These 48 properties consist of 19 office properties, 16 retail centers and 13 multifamily properties. Washington REIT shares are publicly traded on the New York Stock Exchange (NYSE:WRE).

Washington Real Estate Investment Trust – NEWS RELEASE CONTACT: 1775 Eye Street, NW, Suite 1000 Tejal R. Engman Washington, DC 20006 Vice President, Investor Relations Tel 202-774-3200 E-Mail: tengman@washreit.com Fax 301-984-9610 www.washreit.com July 26, 2018 WASHINGTON REAL ESTATE INVESTMENT TRUST ANNOUNCES SECOND QUARTER FINANCIAL AND OPERATING RESULTS AND QUARTERLY DIVIDEND (July 26th, 2018)

Washington Real Estate Investment Trust (“Washington REIT” or the “Company”) (NYSE: WRE), a leading owner and operator of commercial and multifamily properties in the Washington, DC area, reported financial and operating results today for the quarter ended June 30, 2018:

Washington Real Estate Investment Trust – Company Background and Highlights Second Quarter 2018 (July 26th, 2018)

Washington Real Estate Investment Trust ("Washington REIT") owns and operates uniquely positioned real estate assets in the Washington D.C. market. As of June 30, 2018, Washington REIT owned a diversified portfolio of 48 properties, totaling approximately 6.1 million square feet of commercial space and 4,268 multifamily units, and land held for development. These 48 properties consist of 19 office properties, 16 retail centers and 13 multifamily properties. Washington REIT shares are publicly traded on the New York Stock Exchange (NYSE:WRE)

Washington Real Estate Investment Trust – Washington Real Estate Investment Trust $250,000,000 of Common Shares of Beneficial Interest EQUITY DISTRIBUTION AGREEMENT (May 4th, 2018)
Washington Real Estate Investment Trust – Washington Real Estate Investment Trust $250,000,000 of Common Shares of Beneficial Interest EQUITY DISTRIBUTION AGREEMENT (May 4th, 2018)
Washington Real Estate Investment Trust – Washington Real Estate Investment Trust $250,000,000 of Common Shares of Beneficial Interest EQUITY DISTRIBUTION AGREEMENT (May 4th, 2018)
Washington Real Estate Investment Trust – Washington Real Estate Investment Trust $250,000,000 of Common Shares of Beneficial Interest EQUITY DISTRIBUTION AGREEMENT (May 4th, 2018)
Washington Real Estate Investment Trust – Washington Real Estate Investment Trust $250,000,000 of Common Shares of Beneficial Interest EQUITY DISTRIBUTION AGREEMENT (May 4th, 2018)
Washington Real Estate Investment Trust – Washington Real Estate Investment Trust $250,000,000 of Common Shares of Beneficial Interest EQUITY DISTRIBUTION AGREEMENT (May 4th, 2018)
Washington Real Estate Investment Trust – Washington Real Estate Investment Trust $250,000,000 of Common Shares of Beneficial Interest EQUITY DISTRIBUTION AGREEMENT (May 4th, 2018)
Washington Real Estate Investment Trust – Washington Real Estate Investment Trust $250,000,000 of Common Shares of Beneficial Interest EQUITY DISTRIBUTION AGREEMENT (May 4th, 2018)

Washington Real Estate Investment Trust, a Maryland real estate investment trust (the “Company”), confirms its agreement (this “Agreement”) with SunTrust Robinson Humphrey, Inc. (“SunTrust”), as follows:

Washington Real Estate Investment Trust – AMENDMENT NUMBER TWO TO WASHINGTON REAL ESTATE INVESTMENT TRUST 2014 LONG-TERM INCENTIVE PLAN (Effective January 1, 2018) (May 1st, 2018)

The Washington Real Estate Investment Trust 2014 Long-Term Incentive Plan (the “Plan”) is hereby amended, effective January 1, 2018, with respect to performance periods beginning on and after January 1, 2018, as set forth below. The terms of the Plan as in effect prior to this Amendment Number Two shall continue to apply for all performance periods commencing prior to January 1, 2018.

Washington Real Estate Investment Trust – NEWS RELEASE CONTACT: 1775 Eye Street, NW, Suite 1000 Tejal R. Engman Washington, DC 20006 Vice President, Investor Relations Tel 202-774-3200 E-Mail: tengman@washreit.com Fax 301-984-9610 www.washreit.com April 25, 2018 WASHINGTON REAL ESTATE INVESTMENT TRUST ANNOUNCES FIRST QUARTER FINANCIAL AND OPERATING RESULTS AND QUARTERLY DIVIDEND (April 25th, 2018)

Washington Real Estate Investment Trust (“Washington REIT” or the “Company”) (NYSE: WRE), a leading owner and operator of commercial and multifamily properties in the Washington, DC area, reported financial and operating results today for the quarter ended March 31, 2018:

Washington Real Estate Investment Trust – Company Background and Highlights First Quarter 2018 (April 25th, 2018)

Washington Real Estate Investment Trust ("Washington REIT") owns and operates uniquely positioned real estate assets in the Washington D.C. market. As of March 31, 2018, Washington REIT owned a diversified portfolio of 49 properties, totaling approximately 6.4 million square feet of commercial space and 4,268 multifamily units, and land held for development. These 49 properties consist of 20 office properties, 16 retail centers and 13 multifamily properties. Washington REIT shares are publicly traded on the New York Stock Exchange (NYSE:WRE)

Washington Real Estate Investment Trust – WASHINGTON REAL ESTATE INVESTMENT TRUST, as Issuer — and — as Trustee FORM OF INDENTURE Dated as of [ ] Subordinated Debt Securities (April 4th, 2018)

INDENTURE, dated as of [ ], 20[ ] (the “Indenture”), between Washington Real Estate Investment Trust, a Maryland real estate investment trust (the “Trust”), having its principal executive office located at 1775 Eye Street, NW, Suite 1000, Washington, DC 20006, as issuer, and [ ], as trustee, registrar, paying agent and transfer agent (the “Trustee,” “Registrar,” “Paying Agent,” and “Transfer Agent,” respectively).