Thomas Properties Group Inc Sample Contracts

THOMAS PROPERTIES GROUP, INC. 8,000,000 Shares Common Stock ($0.01 par value per Share) UNDERWRITING AGREEMENT
Underwriting Agreement • April 20th, 2007 • Thomas Properties Group Inc • Real estate • New York
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LOAN AGREEMENT Dated as of August 4, 2005 Between TPG-SAN FELIPE PLAZA, L.P. as Borrower and NOMURA CREDIT & CAPITAL, INC., as Lender
Loan Agreement • August 10th, 2005 • Thomas Properties Group Inc • Real estate • New York

THIS LOAN AGREEMENT, dated as of August , 2005 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between TPG-SAN FELIPE PLAZA, L.P., having its principal place of business at c/o Thomas Properties Group, Inc., City National Plaza, 515 South Flower Street, Sixth Floor, Los Angeles, California 90071 (“Borrower”) and NOMURA CREDIT & CAPITAL, INC., a Delaware corporation, whose address is 2 World Financial Center, Building B, New York, New York 10281 (“Lender”).

THOMAS PROPERTIES GROUP, INC., as the Company and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee INDENTURE Dated as of July 3, 2008 DEBT SECURITIES
Thomas Properties Group Inc • July 3rd, 2008 • Real estate • New York

THIS INDENTURE, dated as of July 3, 2008, between Thomas Properties Group, Inc., a Delaware corporation (the “Company”), and The Bank of New York Mellon Trust Company, N.A. (the “Trustee”);

EMPLOYMENT AGREEMENT
Employment Agreement • November 22nd, 2004 • Thomas Properties Group Inc • Real estate • California

THIS EMPLOYMENT AGREEMENT (this “Agreement”), effective as of the Effective Date (as defined below), is entered into by and among Thomas Properties Group, Inc., a Delaware corporation (“TPG”), Thomas Properties Group, LP., a Maryland limited partnership (the “Operating Partnership”) and James A. Thomas (the “Executive”).

THOMAS PROPERTIES GROUP, INC. Shares of Common Stock FORM OF UNDERWRITING AGREEMENT
Underwriting Agreement • September 13th, 2004 • Thomas Properties Group Inc • Real estate • New York

Thomas Properties Group, Inc., a Delaware corporation (the “Company”), and Thomas Properties Group, L.P., a Maryland limited partnership (the “Operating Partnership”) each confirms its agreement with each of the Underwriters listed on Schedule I hereto (collectively, the “Underwriters”), for whom Friedman, Billings, Ramsey & Co., Inc. (“FBR”), UBS Securities LLC, RBC Capital Markets and Wells Fargo Securities, LLC are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Company of 14,285,714 shares (the “Initial Shares”) of Common Stock, par value $0.01 per share, of the Company (“Common Stock”), and the purchase by the Underwriters, acting severally and not jointly, of the respective number of shares of Common Stock set forth opposite the names of the Underwriters in Schedule I hereto, and (ii) the grant of the option described in Section 1(b) hereof to purchase all or any part of 2,142,857 additional shares of Common Stock to cover

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • December 24th, 2008 • Thomas Properties Group Inc • Real estate • California

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), effective as of the 18th day of December, 2008 (the “Effective Date”), is entered into by and among Thomas Properties Group, Inc., a Delaware corporation (“TPG”), Thomas Properties Group, LP., a Maryland limited partnership (the “Operating Partnership”) and Randall L. Scott (the “Executive”).

EMPLOYMENT AGREEMENT
Employment Agreement • May 27th, 2004 • Thomas Properties Group Inc • Real estate • California
LOAN AGREEMENT Dated as of December 28, 2005 Between COMMERCE SQUARE PARTNERS- PHILADELPHIA PLAZA, L.P. as Borrower And GREENWICH CAPITAL FINANCIAL PRODUCTS, INC. as Lender
Loan Agreement • January 5th, 2006 • Thomas Properties Group Inc • Real estate • New York

LOAN AGREEMENT dated as of December 28, 2005 (as the same may be modified, supplemented, amended or otherwise changed, this “Agreement”) between COMMERCE SQUARE PARTNERS-PHILADELPHIA PLAZA, L.P., a Delaware limited partnership (together with its permitted successors and assigns, “Borrower”), and GREENWICH CAPITAL FINANCIAL PRODUCTS, INC., a Delaware corporation (together with its successors and assigns, “Lender”).

LOAN AGREEMENT Dated as of July 17, 2006 between 515/555 FLOWER MEZZANINE ASSOCIATES, LLC as Borrower and CITIGROUP GLOBAL MARKETS REALTY CORP. as Lender
Loan Agreement • March 22nd, 2010 • Thomas Properties Group Inc • Real estate • New York

THIS LOAN AGREEMENT, dated as of July 17, 2006, between 515/555 FLOWER MEZZANINE ASSOCIATES, LLC, a Delaware limited liability company, having an address at c/o Thomas Properties Group, LLC, 515 South Flower Street, Sixth Floor, Los Angeles, California 90071 (“Borrower”) and CITIGROUP GLOBAL MARKETS REALTY CORP., a New York corporation, having an address at 388 Greenwich Street, 11th Floor, New York, New York 10013 (in such capacity together with its successors and assigns in such capacity, the “Lender”).

LOAN AGREEMENT Dated as of July 17, 2006 by and among 515/555 FLOWER ASSOCIATES, LLC as Borrower, CITIGROUP GLOBAL MARKETS REALTY CORP. as Agent, LASALLE BANK NATIONAL ASSOCIATION as Collateral Agent and Each Lender Signatory hereto
Loan Agreement • August 9th, 2006 • Thomas Properties Group Inc • Real estate • New York

THIS LOAN AGREEMENT, made as of July 17, 2006, is by and among 515/555 FLOWER ASSOCIATES, LLC, a Delaware limited liability company, having an address at c/o Thomas Properties Group, LLC, 515 South Flower Street, Sixth Floor, Los Angeles, California 90071 (“Borrower”); each of the financial institutions signatory hereto that is identified as a “Lender” on the signature pages hereto or that, pursuant to Section 8.9 hereof, shall become a “Lender” hereunder (individually, a “Lender”, and collectively, the “Lenders”); CITIGROUP GLOBAL MARKETS REALTY CORP., a New York corporation, having an address at 388 Greenwich Street, 11th Floor, New York, New York 10013 as agent for the Lenders (in such capacity together with its successors in such capacity, the “Agent”); and LASALLE BANK NATIONAL ASSOCIATION, a national banking association, having an address at 135 South LaSalle Street, Suite 1625, Chicago, Illinois 60603, as a “bank” (as defined in Section 9-102(a)(8) of the UCC), as a “securities

INDEMNIFICATION AGREEMENT
Indemnification Agreement • July 9th, 2004 • Thomas Properties Group Inc • Real estate • Delaware

This Indemnification Agreement, dated as of , (this “Agreement”), is made by and between Thomas Properties Group, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).

LOAN AGREEMENT Dated as of March 2, 2005 Between TPG VALLEY SQUARE, LLC as Borrower And GREENWICH CAPITAL FINANCIAL PRODUCTS, INC. as Lender
Loan Agreement • March 30th, 2005 • Thomas Properties Group Inc • Real estate • New York

LOAN AGREEMENT dated as of March 2, 2005 (as the same may be modified, supplemented, amended or otherwise changed, this “Agreement”) between TPG VALLEY SQUARE, LLC, a Delaware limited liability company (together with its permitted successors and assigns, “Borrower”), and GREENWICH CAPITAL FINANCIAL PRODUCTS, INC., a Delaware corporation (together with its successors and assigns, “Lender”).

EMPLOYMENT AGREEMENT
Employment Agreement • June 10th, 2004 • Thomas Properties Group Inc • Real estate • California

consultants, agents and customers, including lists or compilations of any such persons or entities; (d) all information of any kind regarding Company’s officers, directors and shareholders (other than Executive), including their respective abilities, functions, conduct or pay; (e) all proprietary information of any kind received or developed under agreement or other arrangement by Company with any third party; and (f) all unpublished materials received or developed, including all works of authorship, which relate to the business of Company, including but not limited to those concerning proprietary, trade secret or Company-private information, investment strategies, development plans, research and development data, and any other technical reports relating to Company’s business operations now existing or which may be developed during the term of Executive’s employment with Company.

AGREEMENT OF LIMITED PARTNERSHIP OF THOMAS PROPERTIES GROUP, L.P. DATED: OCTOBER 13, 2004
Thomas Properties Group Inc • November 22nd, 2004 • Real estate • Maryland

THIS AGREEMENT OF LIMITED PARTNERSHIP, dated as of October 13, 2004, is entered into by and among THOMAS PROPERTIES GROUP, INC., a Delaware corporation (the “Company”), as the General Partner, and the Persons whose names are set forth under the heading “Limited Partners” on Exhibit A attached hereto, as the Limited Partners, together with any other Persons who become Partners in the Partnership as provided herein.

CONTRIBUTION AGREEMENT by and among JAMES A. THOMAS, INDIVIDUALLY AND AS TRUSTEE OF THE LUMBEE CLAN TRUST the other Contributors listed on Exhibit “B” hereto and THOMAS PROPERTIES GROUP, L.P., a Maryland limited partnership Dated as of October 13, 2004
Contribution Agreement • November 22nd, 2004 • Thomas Properties Group Inc • Real estate • California

This CONTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of October 13, 2004 (“Effective Date”), by and among THOMAS PROPERTIES GROUP, L.P., a Maryland limited partnership (the “Operating Partnership”), JAMES A. THOMAS, individually and as Trustee of the Lumbee Clan Trust (“Thomas” and a “Contributor”), each of the contributors listed on Exhibit “B” attached hereto (each also a “Contributor” and collectively with Thomas, the “Contributors”) and the other entities listed thereon.

VOTING AGREEMENT
Voting Agreement • September 5th, 2013 • Thomas Properties Group Inc • Real estate • Delaware

This Voting Agreement (this “Agreement”) is made and entered into as of September 4, 2013, by and among Thomas Properties Group, Inc. (“Company”), Thomas Properties, L.P. (“Company LP”, and, together with Company, the “Company Parties”) and TPG VI Pantera Holdings, L.P. (the “Stockholder”) of Parkway Properties, Inc. (the “Parent”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 22nd, 2004 • Thomas Properties Group Inc • Real estate • Delaware

THIS REGISTRATION RIGHTS AGREEMENT, dated as of October 13, 2004, is entered into by and among Thomas Properties Group, Inc., a Delaware corporation (the “Company”), Thomas Properties Group, L.P., a Maryland limited partnership (the “Operating Partnership”), and the holders of limited partnership interests in the Operating Partnership whose names are set forth on the signature pages hereto (each a “Unit Holder” and collectively, the “Unit Holders”).

CONTRIBUTION AGREEMENT (Two Commerce Square)
Contribution Agreement • November 12th, 2010 • Thomas Properties Group Inc • Real estate • Pennsylvania

This Contribution Agreement (Two Commerce Square) (this “Agreement”) is made as of the 24th day of August, 2010, by and among Philadelphia Plaza Phase II, LP, a Pennsylvania limited partnership (“Partnership”), TCS Genpar, LLC, a Delaware limited liability company (“Genpar”), TDP-Commerce Square Gen-Par, Inc., a Delaware corporation (“TDPCS”), TCS SPE 1, L.P., a Delaware limited partnership (“TCS SPE 1”), TPG-TCS Holding Company, LLC, a Delaware limited liability company (“Holding Company” and together with Genpar, TDPCS, and TCS SPE 1, “TPG Partners” and each singularly a “TPG Partner”), Thomas Properties Group, L.P., a Maryland limited partnership (“TPG Parent”) (the Partnership, the TPG Partners and TPG Parent are collectively referred to herein as the “TPG Parties” and singularly as a “TPG Party”), Brandywine Operating Partnership, L.P., a Delaware limited partnership (“BOP”), and Brandywine Commerce II LP, a Delaware limited partnership (“BOP Sub LP”). (BOP and BOP Sub LP are coll

LOAN TERMINATION AGREEMENT (Junior Mezzanine Loan)
Loan Termination Agreement • July 12th, 2010 • Thomas Properties Group Inc • Real estate • New York

THIS LOAN TERMINATION AGREEMENT (this “Termination Agreement”), dated as of July 6, 2010 (the “Termination Date”), is entered into by and between 515/555 FLOWER JUNIOR MEZZANINE ASSOCIATES, LLC, a Delaware limited liability company (“Borrower”), and CALIFORNIA STATE TEACHERS’ RETIREMENT SYSTEM, a public entity (“Lender”), with respect to the following:

AGREEMENT AND PLAN OF MERGER By and Among PARKWAY PROPERTIES, INC. PARKWAY PROPERTIES LP PKY MASTERS, LP THOMAS PROPERTIES GROUP, INC. and THOMAS PROPERTIES GROUP, L.P. Dated as of September 4, 2013
Voting Agreement • September 5th, 2013 • Thomas Properties Group Inc • Real estate • Maryland

THIS AGREEMENT AND PLAN OF MERGER, dated as of September 4, 2013 (this “Agreement”), is made by and among Parkway Properties, Inc., a Maryland corporation (“Parent”), Parkway Properties LP, a Delaware limited partnership, (“Parent LP”), PKY Masters, LP, a Delaware limited partnership and an indirect wholly owned subsidiary of Parent LP (“Merger Sub”), Thomas Properties Group, Inc., a Delaware corporation (the “Company”), and Thomas Properties Group, L.P., a Maryland limited partnership (“Company LP”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in Section 1.1.

AGREEMENT OF LIMITED PARTNERSHIP OF THOMAS PROPERTIES GROUP, L.P. DATED: , 2004
Thomas Properties Group Inc • July 9th, 2004 • Real estate • Maryland

THIS AGREEMENT OF LIMITED PARTNERSHIP, dated as of , 2004, is entered into by and among THOMAS PROPERTIES GROUP, INC., a Delaware corporation (the “Company”), as the General Partner, and the Persons whose names are set forth under the heading “Limited Partners” on Exhibit A attached hereto, as the Limited Partners, together with any other Persons who become Partners in the Partnership as provided herein.

PAIRING AGREEMENT
Pairing Agreement • November 22nd, 2004 • Thomas Properties Group Inc • Real estate • Delaware

THIS PAIRING AGREEMENT (this “Agreement”) is made and entered into as of October 13, 2004, by and between Thomas Properties Group, Inc., a Delaware corporation (the “Company”), and Thomas Properties Group, L.P., a Maryland limited partnership (the “OP”).

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OPERATING AGREEMENT OF TPG/CALSTRS AUSTIN, LLC
Operating Agreement • September 21st, 2012 • Thomas Properties Group Inc • Real estate • Delaware

THIS OPERATING AGREEMENT OF TPG/CALSTRS AUSTIN, LLC (the “Company”), is dated as of September 17, 2012, and made by and between CALIFORNIA STATE TEACHERS’ RETIREMENT SYSTEM, a public entity (“Investor”), and TPG AUSTIN PARTNER, LLC, a Delaware limited liability company (“Operator”). The capitalized terms used in this Agreement, including without limitation any schedules, appendices and exhibits to this Agreement, and not otherwise defined shall have the meanings given to such terms in Exhibit A or Exhibit B.

SECOND AMENDMENT TO SECOND AMENDED AND RESTATED OPERATING AGREEMENT OF TPG/CALSTRS, LLC
Operating Agreement • August 9th, 2007 • Thomas Properties Group Inc • Real estate

THIS SECOND AMENDMENT TO SECOND AMENDED AND RESTATED OPERATING AGREEMENT OF TPG/CALSTRS, LLC (this “Amendment”), is entered into as of May 25, 2007, by and between CALIFORNIA STATE TEACHERS’ RETIREMENT SYSTEM, a public entity (“Investor”), and THOMAS PROPERTIES GROUP, L.P., a Maryland limited partnership (“Operator”).

LOAN AGREEMENT Dated as of July 31, 2003 Between PHILADELPHIA PLAZA-PHASE II, LP, as Borrower and MORGAN STANLEY MORTGAGE CAPITAL INC., as Lender
Loan Agreement • March 22nd, 2010 • Thomas Properties Group Inc • Real estate • New York

THIS LOAN AGREEMENT, dated as of July 31, 2003 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between MORGAN STANLEY MORTGAGE CAPITAL INC., a New York corporation, having an address at 1221 Avenue of the Americas, 27th Floor, New York, New York 10020 (“Lender”) and PHILADELPHIA PLAZA-PHASE II, LP, a Pennsylvania limited partnership having an address at c/o Thomas Properties Group LLC, 515 South Flower, Suite 600, Los Angeles, California 90071 (“Borrower”).

AMENDED AND RESTATED SIXTH AMENDMENT TO SECOND AMENDED AND RESTATED OPERATING AGREEMENT OF TPG/CALSTRS, LLC
Operating Agreement • July 12th, 2010 • Thomas Properties Group Inc • Real estate

THIS AMENDED AND RESTATED SIXTH AMENDMENT TO SECOND AMENDED AND RESTATED OPERATING AGREEMENT OF TPG/CALSTRS, LLC (this “Amendment”), is entered into effective as of February 19, 2010, by and between CALIFORNIA STATE TEACHERS’ RETIREMENT SYSTEM, a public entity (“Investor”), and THOMAS PROPERTIES GROUP, L.P., a Maryland limited partnership (“Operator”).

AMENDED AND RESTATED MASTER AGREEMENT FOR DEBT AND EQUITY RESTRUCTURE OF CITY NATIONAL PLAZA
Master Agreement • July 12th, 2010 • Thomas Properties Group Inc • Real estate • California

THIS MASTER AGREEMENT FOR DEBT AND EQUITY RESTRUCTURE OF CITY NATIONAL PLAZA (this “Agreement”) is made effective as of February 19, 2010 (the “Effective Date”), by and among the CALIFORNIA STATE TEACHERS’ RETIREMENT SYSTEM, a public entity (“CalSTRS”), CNP INVESTOR, LLC, a Delaware limited liability company (“CNP Investor”), THOMAS PROPERTIES GROUP, L.P., a Maryland limited partnership (“TPG”), TPG/CalSTRS, LLC, a Delaware limited liability company (“TPG/CalSTRS”), TPGA, LLC, a Delaware limited liability company (“TPGA”), TPG PLAZA INVESTMENTS, LLC, a Delaware limited liability company (“TPG Plaza Investments”), 505 FLOWER ASSOCIATES, LLC, a Delaware limited liability company (“Guarantor”), 515/555 FLOWER JUNIOR MEZZANINE ASSOCIATES, LLC, a Delaware limited liability company (“Junior Mezzanine Borrower”), 515/555 FLOWER MEZZANINE ASSOCIATES, LLC, a Delaware limited liability company (“Senior Mezzanine Borrower”), and 515/555 FLOWER ASSOCIATES, LLC, a Delaware limited liability company

Second Amendment to EMPLOYMENT AGREEMENT
Second Amendment to Employment Agreement • May 10th, 2011 • Thomas Properties Group Inc • Real estate • California

THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”), effective as of the 1st day of January, 2011 (the “Effective Date), is entered into by and among Thomas Properties Group, Inc., a Delaware corporation (“TPG”), Thomas Properties Group, LP., a Maryland limited partnership (the “Operating Partnership”) (TPG and the Operating Partnership are collectively referred to herein as the “Company”) and James A. Thomas (the “Executive”).

THOMAS PROPERTIES GROUP, INC. [Form of] RESTRICTED SHARE AWARD AGREEMENT
Restricted Share Award Agreement • March 30th, 2005 • Thomas Properties Group Inc • Real estate • Delaware

THIS RESTRICTED SHARE AWARD AGREEMENT (this “Agreement”), dated as of , is entered into between THOMAS PROPERTIES GROUP, INC., a Delaware corporation (the “Company”), and (“Grantee”). Capitalized terms used herein but not defined shall have the meanings assigned to those terms in the Thomas Properties Group, Inc. 2004 Equity Incentive Plan (the “Plan”).

DISCOUNTED PAYOFF AGREEMENT
Discounted Payoff Agreement • November 2nd, 2009 • Thomas Properties Group Inc • Real estate • New York

This Discounted Payoff Agreement (this “Agreement”) is entered into as of October 14, 2009, by and among Philadelphia Plaza-Phase II, LP, a Pennsylvania limited partnership (“Borrower”), Thomas Properties Group, L.P., a Maryland limited partnership (“Sponsor”), James A. Thomas (“Thomas”), TCS SPE 1, L.P., a Delaware limited partnership (“TCS 1”), TCS SPE 2, L.P., a Delaware limited partnership (“TCS 2”), TCS SPE 3, L.P., a Delaware limited partnership (“TCS 3”), TCS Mezzanine GP, LLC, a Delaware limited liability company (“TCS Mezz”), TCS SPE Associates, L.P. a Delaware limited partnership (“TCS Associates”), TPG-TCS Holding Company, LLC, a Delaware limited liability company (“TPG-TCS” and, together with Borrower, Sponsor, Thomas, TCS 1, TCS 2, TCS 3, TCS Mezz and TCS Associates, each a “Borrower Party” and, collectively, the “Borrower Parties”), DB Realty Mezzanine Investment Fund II, L.L.C., a Delaware limited liability company (“Senior Mezz Lender”) and DB Realty Mezzanine Parallel

GARRISON LETTERHEAD] Demand and Pay-off Letter
Thomas Properties Group Inc • October 26th, 2010 • Real estate

This letter constitutes the demand of Garrison Commercial Funding IV LLC ("Lender") with respect to the pay-off of (i) that certain mezzanine loan, as described in that certain Mezzanine Loan Agreement dated as of January 31, 2007, as amended and restated by that certain First Amendment to Mezzanine Loan Agreement dated as of October 15, 2007, each between TPG-Centerpointe Mezzanine, LLC ("Mezzanine A Borrower"), as borrower, and UBS Real Estate Securities Inc., as lender, and evidenced by that certain Amended and Restated Promissory Note dated as of October 15, 2007, but effective as of January 31, 2007, made by Mezzanine A Borrower in favor of UBS Real Estate Securities Inc., in the original principal amount of $25,000,000.00 (the "Mezzanine A Note"), as amended, modified or assigned as of the date hereof (the "Mezzanine A Loan") and (ii) that certain mezzanine loan, as described in that certain Mezzanine Loan Agreement (Mezzanine Loan B) dated as of October 15, 2007, between TPG-Cen

THIRD MODIFICATION AGREEMENT Secured Loan
Third Modification Agreement • November 2nd, 2009 • Thomas Properties Group Inc • Real estate • California

THIS THIRD MODIFICATION AGREEMENT (“Agreement”) dated October 10, 2009 is entered into by and between WELLS FARGO BANK, NATIONAL ASSOCIATION (“Lender”), and TPG-EL SEGUNDO PARTNERS, LLC, a California limited liability company (“Borrower”).

FOURTH AMENDMENT TO CONSTRUCTION LOAN AGREEMENT AND AMENDMENT TO OTHER LOAN DOCUMENTS LOAN TO TPG/P&A 2101 MARKET, L.P.
Construction Loan Agreement • July 27th, 2010 • Thomas Properties Group Inc • Real estate

THIS FOURTH AMENDMENT TO CONSTRUCTION LOAN AGREEMENT AND AMENDMENT TO OTHER LOAN DOCUMENTS (this “Amendment”), dated for reference purposes only as of July 1, 2010, is by and between TPG/P&A 2101 Market, L.P., a Pennsylvania limited partnership (“Borrower”) and Corus Construction Venture, LLC, a Delaware limited liability company, as successor-in-interest to CORUS Bank, N.A. (“Lender”).

CONFIDENTIALITY & NON-DISCLOSURE AGREEMENT
Non-Disclosure Agreement • September 5th, 2008 • Thomas Properties Group Inc • Real estate • California

This agreement (“Agreement”) is made as of the 1st day of September, 2008 (“Effective Date”) by and among THOMAS PROPERTIES GROUP, INC. and THOMAS PROPERTIES GROUP, L.P. (collectively, the “Company”), and PAUL S. RUTTER (the “Executive”).

STOCKHOLDERS’ AGREEMENT
Stockholders’ Agreement • May 31st, 2012 • Thomas Properties Group Inc • Real estate • Delaware

This STOCKHOLDERS’ AGREEMENT (this “Agreement”) is made and entered into as of May 29, 2012, by and among Thomas Properties Group, Inc., a Delaware corporation (the “Company”); James A. Thomas, Maguire Thomas Partners-Philadelphia, Ltd., Thomas Investment Partners, Ltd., Maguire Thomas Partners-Commerce Square II, Ltd., Thomas Partners, Inc., Thomas-Pastron Family Partnership, L.P., The Lumbee Clan Trust and Thomas Master Investments, LLC (each, an “Initial Thomas Stockholder” and collectively the “Initial Thomas Stockholders”); and MIRELF IV TPGI, LLC, a Delaware limited liability company, and MIRELF IV TPGI II, LLC, a Delaware limited liability company (each, an “Initial Investor” and together, the “Initial Investors”).

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