0000950133-05-003623 Sample Contracts

EMPLOYMENT AGREEMENT (Dana K. Weinberg)
Employment Agreement • August 10th, 2005 • Midlantic Office Trust, Inc. • Operators of nonresidential buildings • Maryland

EMPLOYMENT AGREEMENT dated as of August ___, 2005, by and between MIDLANTIC OFFICE TRUST, Inc., with its principal place of business at 11200 Rockville Pike, Suite 502, Rockville, MD 20852 (the “Company”) and Dana K. Weinberg, residing at the address set forth on the signature page hereof (the “Executive”).

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MIDLANTIC OFFICE TRUST, INC. SHARES OF COMMON STOCK UNDERWRITING AGREEMENT August [ ], 2005
Underwriting Agreement • August 10th, 2005 • Midlantic Office Trust, Inc. • Operators of nonresidential buildings • New York

FRIEDMAN, BILLINGS, RAMSEY & CO., INC. as Representative of the several Underwriters c/o Friedman, Billings, Ramsey & Co., Inc. 1001 19th Street North Arlington, Virginia 22209

AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF MIDLANTIC PARTNERSHIP, LP
Midlantic Office Trust, Inc. • August 10th, 2005 • Operators of nonresidential buildings • Delaware

This Amended and Restated Agreement of Limited Partnership of Midlantic Partnership, LP is made and entered into this ___day of August ___, 2005 by and among Midlantic Partnership, LP (the “Partnership”), Midlantic Office Properties, LLC, a Delaware limited liability company and currently the sole general partner of the Partnership and Midlantic Office Trust, Inc., a Maryland corporation (the “Company”), as well as the other limited partners who from time to time execute this Agreement or counterparts hereof as limited partners.

INDEMNIFICATION AGREEMENT
Indemnification Agreement • August 10th, 2005 • Midlantic Office Trust, Inc. • Operators of nonresidential buildings • Maryland

THIS INDEMNIFICATION AGREEMENT is made and entered into this day of , 2005 (“Agreement”), by and between Midlantic Office Trust, Inc., a Maryland corporation (the “Company”), and (“Indemnitee”).

EMPLOYEE LEASE AND TRANSITION SERVICES AGREEMENT
Employee Lease and Transition Services Agreement • August 10th, 2005 • Midlantic Office Trust, Inc. • Operators of nonresidential buildings • Delaware

This EMPLOYEE LEASE AND TRANSITION SERVICES AGREEMENT (this “Agreement”), made as of August ___, 2005, by and among BRESLER & REINER, INC., a Delaware corporation (the “Seller”), MIDLANTIC OFFICE TRUST, INC., a Maryland corporation (the “Parent”) and MIDLANTIC PARTNERSHIP, LP, a Delaware limited partnership (the “Partnership” and together with Parent, the “Buyers”), recites and provides as follows:

EMPLOYMENT AGREEMENT (Sidney M. Bresler)
Employment Agreement • August 10th, 2005 • Midlantic Office Trust, Inc. • Operators of nonresidential buildings • Maryland

EMPLOYMENT AGREEMENT dated as of August ___, 2005, by and between MIDLANTIC OFFICE TRUST, INC., with its principal place of business at 11200 Rockville Pike, Suite 502, Rockville, MD 20852 (the “Company”) and SIDNEY M. BRESLER, residing at the address set forth on the signature page hereof (the “Executive”).

LONG TERM INCENTIVE PLAN UNIT VESTING AGREEMENT Under the Midlantic Office Trust, Inc. 2005 Equity Compensation Plan (Officers and Employees)
Long Term Incentive Plan Unit Vesting Agreement • August 10th, 2005 • Midlantic Office Trust, Inc. • Operators of nonresidential buildings • Maryland

Pursuant to the Midlantic Office Trust, Inc. 2005 Equity Compensation Plan (the “Plan”) as amended through the date hereof and the First Amended and Restated Agreement of Limited Partnership, to be dated as of the Closing Date (as defined below) (the “Partnership Agreement”), of Midlantic Partnership, LP, a Delaware limited partnership (the “Partnership”), Midlantic Office Trust, Inc., a Maryland corporation (the “Company”), through its wholly owned subsidiary Midlantic Office Properties, LLC, a Delaware limited liability company and the general partner of the Partnership, and for the provision of services to or for the benefit of the Partnership in a partner capacity or in anticipation of being a partner, hereby grants to the Grantee named above an Award in the form of, and by causing the Partnership to issue to the Grantee named above, a Partnership Interest (as defined in the Partnership Agreement, as amended) having the rights, voting powers, restrictions, limitations as to distrib

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