0001283709-12-000041 Sample Contracts

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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COMMON STOCK PURCHASE AGREEMENT
Common Stock Purchase Agreement • May 31st, 2012 • Thomas Properties Group Inc • Real estate • Delaware

This COMMON STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of May 29, 2012, by and among MIRELF IV TPGI, LLC, a Delaware limited liability company, MIRELF IV TPGI II, LLC, a Delaware limited liability company (each, an “Investor” and together, the “Investors”), and Thomas Properties Group, Inc., a Delaware corporation (the “Company”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 31st, 2012 • Thomas Properties Group Inc • Real estate • Delaware

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is dated as of May 29, 2012, and is by and among Thomas Properties Group, Inc., a Delaware corporation (the “Company”), and MIRELF IV TPGI, LLC, a Delaware limited liability company, MIRELF IV TPGI II, LLC, a Delaware limited liability company (each, an “Investor” and together, the “Investors”).

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