0000729237-10-000029 Sample Contracts

PARKWAY PROPERTIES, INC.
Underwriting Agreement • August 12th, 2010 • Parkway Properties Inc • Real estate investment trusts • New York

Parkway Properties, Inc., a Maryland corporation (the "Company"), and Parkway Properties LP, a Delaware limited partnership (the "Partnership"), confirm their agreement (this "Agreement") with Wells Fargo Securities, LLC ("Wells Fargo") and Banc of America Securities LLC ("BofA") and each of the other Underwriters named in Schedule I hereto (collectively, the "Underwriters," which term shall also include any underwriter substituted as hereinafter provided in Section 14 hereof), for whom Wells Fargo and BofA are acting as representatives (in such capacity, the "Representatives"), with respect to the issuance and sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of an aggregate of 1,974,896 shares (the "Shares") of 8.00% Series D Cumulative Redeemable Preferred Stock (Liquidation Preference $25.00 per share), par value $.001 per share (the "Series D Preferred Stock"), as set forth on Schedule I hereto. The Company previously issued and sold 2,400

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PARKWAY PROPERTIES LP AMENDMENT TO EXHIBIT A OF THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
Parkway Properties Inc • August 12th, 2010 • Real estate investment trusts

Exhibit A of the Amended and Restated Agreement of Limited Partnership of Parkway Properties LP, is hereby amended in its entirety to read as follows:

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