0001193125-10-160281 Sample Contracts

AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF US FEDERAL PROPERTIES PARTNERSHIP, LP (a Delaware limited partnership)
Agreement • July 16th, 2010 • US Federal Properties Trust Inc. • Real estate investment trusts • Delaware

THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF US FEDERAL PROPERTIES PARTNERSHIP, LP (the “Partnership”), dated as of _________, 2010, is made and entered into by and among US Federal Properties Trust, Inc., a Maryland corporation (together with its successors and assigns, the “General Partner”), and the Limited Partners set forth on the attached Exhibit A.

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US FEDERAL PROPERTIES TRUST, INC. RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • July 16th, 2010 • US Federal Properties Trust Inc. • Real estate investment trusts • Maryland

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of ________ __, 2010, between US FEDERAL PROPERTIES TRUST, INC., a Maryland corporation (the “Company”), and _____________________ (the “Participant”), is made pursuant to the US Federal Properties Trust, Inc. 2010 Long Term Incentive Plan (the “Plan”). Each capitalized word used in this Agreement without definition shall have the same meaning set forth in the Plan and the terms and conditions of the Plan shall constitute an integral and enforceable part of this Agreement.

CONTRIBUTION AGREEMENT
Contribution Agreement • July 16th, 2010 • US Federal Properties Trust Inc. • Real estate investment trusts • Delaware

THIS CONTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of May 12, 2010 (“Contract Date”), by and among the parties listed on Exhibit A to this Agreement and signatory hereto (each, a “Contributor” and, collectively, the “Contributors”), and US FEDERAL PROPERTIES PARTNERSHIP, LP, a Delaware limited partnership (the “Operating Partnership”).

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