COMMON STOCK PURCHASE AGREEMENT by THOMAS PROPERTIES GROUP INC

Exhibit 10.71

COMMON STOCK PURCHASE AGREEMENT

BACKGROUND

C.    As an inducement and condition to the willingness of the Investors to enter into this Agreement, the Investors, the Company and the Thomas Stockholders (as defined below) are entering into the Stockholders Agreement (as defined below) and the Investors and the Company are entering into the Registration Rights Agreement (as defined below) concurrently herewith.

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Company and the Investors agree as follows:

ARTICLE I
DEFINITIONS

1.1     Definitions. In addition to the terms defined elsewhere in this Agreement, the following terms have the meanings indicated:

"Board" shall mean the Board of Directors of the Company.

"Capitalization Date" has the meaning set forth in Section 3.1(e)(i).

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"Closing Date" has the meaning set forth in Section 2.1(a).

"Company Disclosure Schedule" means the Company Disclosure Schedule attached as Exhibit D to this Agreement.

"Company Securities" has the meaning set forth in Section 3.1(e)(iii).

"FINRA" has the meaning set forth in Section 3.2(c).

"Fundamental Representations" has the meaning set forth in Section 7.10.

"GAAP" has the meaning set forth in Section 3.1(h).

"Indemnified Party" has the meaning set forth in Section 6.2.

"Indemnifying Party" has the meaning set forth in Section 6.2.

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"JV Interest" has the meaning set forth in Section 3.1(c).

"Limited Voting Stock" means the limited voting stock, par value $0.01 per share, of the Company.

"Operating Partnership" has the meaning set forth in Section 3.1(e)(ii).

"Preferred Stock" means the Preferred Stock, par value $0.01 per share, of the Company.

"Purchased Shares" means 8,695,653 shares of Common Stock to be issued in the aggregate to the Investors at the Closing of the Transactions, allocated to each Investor as set forth on Schedule 1 to this Agreement.

"Registration Rights Agreement" means the Registration Rights Agreement attached hereto as Exhibit B to this Agreement.

"Reporting Period" has the meaning set forth in Section 3.1(h).

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are otherwise subject to a right of repurchase or redemption by the Company.

"Rule 144" means Rule 144 promulgated by the SEC pursuant to the Securities Act, as such rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC having substantially the same effect as such rule.

"SEC Documents" have the meaning set forth in Section 3.1(h).

"Stockholders Agreement" means the Stockholders' Agreement attached hereto as Exhibit C to this Agreement.

"Supplemental Listing Application" has the meaning set forth in Section 4.5.

"Tax" or "Taxes" means (a) any and all federal, state, provincial, local, foreign and other taxes, levies, fees, imposts, duties, and similar governmental charges (including any interest, fines, assessments, penalties or additions to tax imposed in connection therewith or with respect thereto) including, without limitation (i) taxes imposed on, or measured by, income, franchise, profits or gross receipts, and (ii) ad valorem, value added, capital gains, sales, goods and services, use, real or personal property, capital stock, license, branch, payroll, estimated withholding, employment, social security (or similar), unemployment, compensation, utility, severance, production, excise, stamp, occupation, premium, windfall profits, transfer and gains taxes, and customs duties and (b) any and all liability for the payment of any amounts as a result of any express or implied obligation to indemnify any other person, or any successor or transferee liability, in respect of any items described in clause (a) above.

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"Transfer Agent Instructions" means, with respect to the Company, the Company Transfer Agent Instructions, in substantially the form of Exhibit A, executed by the Company and delivered to and acknowledged in writing by the Transfer Agent, instructing the Transfer Agent to establish and credit, on an expedited basis, a restricted book-entry account at such Transfer Agent evidencing the Purchased Shares in segregated accounts established by the Transfer Agent for the Investors' benefit and registered in the names of the Investors.

ARTICLE II    
PURCHASE AND SALE

2.1     Closing. (a) Upon the terms and subject to the conditions set forth in this Agreement, at the Closing the Company agrees to issue and sell to each Investor, and each Investor subscribes for and agrees to purchase from the Company, the number of Purchased Shares for the portion of the Purchase Price as set forth for such Investor on Schedule 1. The Closing shall take place at 9:00 a.m., Los Angeles, California time on the date that is one (1) Business Day following the satisfaction or waiver of each of the conditions set forth in Article V (other than those conditions to be satisfied at Closing, but subject to the satisfaction or waiver thereof), but no earlier than June 12, 2012, or such later date and time as is mutually agreed upon in writing by the Company and the Investors (the "Closing Date"). The Closing shall take place at the Los Angeles offices of the Company's counsel or such other location as the parties mutually agree.

(b)    In the event of any stock split, reverse stock split, subdivision, dividend (other than any regular periodic cash dividend consistent with past practice of the Company) or distribution payable in shares of Common Stock (or any Convertible Securities), combination, or other similar recapitalization or event occurring (or with a record date) after the Capitalization Date and before the Closing, each reference in this Agreement, the Stockholders Agreement and the Registration Rights Agreement to a number of shares of Common Stock or a price per share of Common Stock shall be adjusted and amended to appropriately account for such event.

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2.2     Closing Deliverables.

(a)     At the Closing, the Company shall deliver or cause to be delivered to the Investors the following:

(i)     a copy of the Company's irrevocable Transfer Agent Instructions with respect to the issuance of the Purchased Shares;

(ii)     a cross-receipt certifying the Company's receipt of the Purchase Price by wire transfer as of the Closing Date;

(iii)     a certificate, executed by the Secretary of the Company and dated as of the Closing Date, as to (A) the resolutions adopted by the Board approving the Transactions and the Company's entry into and performance of each of the Transaction Documents to which it is a party, which resolutions shall not have been revoked or modified, and shall be in full force and effect, as of the Closing Date, (B) the Company's Second Amended and Restated Certificate of Incorporation and (C) the Company's Amended and Restated Bylaws, each as in effect as of the Closing Date;

(iv)     a certificate, executed by the Chief Executive Officer, Chief Financial Officer or General Counsel of the Company, to the effect that the conditions set forth in Sections 5.2(a) and 5.1(b) have been satisfied in all respects; and

(v)     a legal opinion of Jones Day, substantially in the form of Exhibit E hereto, dated as of the Closing Date.

(b)     At the Closing, the Investors shall deliver or cause to be delivered to the Company the following:

(i)     the Purchase Price, by wire transfer to an account designated in writing to the Investors by the Company for such purpose;

(ii)     a cross-receipt certifying the Investors' receipt of the Purchased Shares by restricted book-entry account as of the Closing Date; and

(iii)     a certificate, executed by an executive officer of each Investor, to the effect that the conditions set forth in Sections 5.2(a) and 5.2(b) have been satisfied in all respects.

ARTICLE III    
REPRESENTATIONS AND WARRANTIES

3.1     Representations and Warranties of the Company. Except as otherwise disclosed or modified by the Company Disclosure Schedule set forth as Exhibit D hereto, the Company hereby represents and warrants to the Investors as follows:

(a)     Organization and Qualification. The Company and each of its Subsidiaries is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite legal authority to own and use its properties and assets and to carry on its business as currently conducted. Neither the Company nor any of its Subsidiaries

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is in violation of any of the provisions of its certificate or articles of incorporation, bylaws or other organizational or charter documents, as applicable. The Company and each of its Subsidiaries is duly qualified to do business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, would not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect.

(b)     Authorization; Enforcement. The Company has the requisite corporate authority to enter into the Transaction Documents and to consummate the Transactions contemplated by each of the Transaction Documents and otherwise to carry out and perform its obligations hereunder and thereunder. The execution and delivery of this Agreement and each of the other Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby including, without limitation, the issuance of the Purchased Shares, have been duly authorized by all necessary corporate action on the part of the Company and no further consent or action is required by the Company, its Board or its stockholders, including under the NASDAQ rules and regulations relating to the continued listing of the Common Stock on the Principal Market. This Agreement has been, and each of the other Transaction Documents has been or upon delivery will be, duly executed by the Company and constitutes, or when delivered in accordance with the terms hereof, will constitute, the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

(c)     No Conflicts; Consents. Except as set forth on Section 3.1(c) of the Company Disclosure Schedule, the execution, delivery and performance of the Transaction Documents by the Company and the consummation by the Company of the Transactions do not, and will not, (i) conflict with or violate any provision of the Company's or any of its Subsidiaries' certificate or articles of incorporation, bylaws or other organizational or charter documents, as applicable, (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation or rights to trigger any right to buy, sell, put, call or force the sale of or exercise any similar right with respect to any material asset of the Company or any of its Subsidiaries, including, but not limited to, any joint venture, partnership interest or limited liability company interest owned by the Company or any of its Subsidiaries (each a "JV Interest") or any real property interest held by the Company, any of its Subsidiaries or any JV Interest (in each case with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing a Company or any of its Subsidiaries' debt or otherwise) or other understanding to which the Company or any of its Subsidiaries is a party or by which any property or asset of the Company or any Subsidiary of the Company is bound, or affected, except to the extent that such conflict, default, termination, amendment, acceleration or cancellation right would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect, or (iii) result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Company or any of its Subsidiaries is subject (including, (A) assuming the accuracy of the representations and warranties of the Investors set forth in Section 3.2 hereof, federal and state securities laws and regulations and (B) the rules and

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regulations of any self-regulatory organization to which the Company or its securities are subject, including all applicable Trading Markets), or by which any property or asset of the Company or any of its Subsidiaries is bound or affected. Neither the Company nor any of its Subsidiaries is required to obtain any consent, authorization or order of, or make any filing or registration with, any court, governmental agency or any regulatory or self-regulatory agency or any other Person in order for it to execute, deliver or perform any of its obligations at the Closing under or contemplated by the Transaction Documents, including without limitation the issuance of the