Republic Property Trust Sample Contracts

FIXED RATE NOTE
Republic Property Trust • December 22nd, 2005 • Real estate investment trusts

FOR VALUE RECEIVED, RKB PENDER LLC, a Delaware limited liability company, (hereinafter referred to as “Borrower”), promises to pay to the order of JPMORGAN CHASE BANK, a New York banking corporation, its successors and assigns (hereinafter referred to as “Lender”), at the office of Lender or its agent, designee, or assignee at 270 Park Avenue, New York, New York 10017, Attention: Loan Servicing, or at such place as Lender or its agent, designee, or assignee may from time to time designate in writing, the principal sum of TWENTY-ONE MILLION, FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($21,500,000.00), in lawful money of the United States of America, with interest thereon to be computed on the unpaid principal balance from time to time outstanding at the Applicable Interest Rate (hereinafter defined) at all times prior to the occurrence of an Event of Default (as defined in the Security Instrument [hereinafter defined]), and to be paid in installments as set forth below. Unless otherwise h

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LOAN AGREEMENT Dated as of May 24, 2006 Between RPB WILLOWWOOD I LLC, a Delaware limited liability company, and RPB WILLOWWOOD II LLC, a Delaware limited liability company, individually and collectively, as Borrower and LEHMAN BROTHERS BANK, FSB...
Loan Agreement • August 10th, 2006 • Republic Property Trust • Real estate investment trusts • New York

THIS LOAN AGREEMENT, dated as of May 24, 2006 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between LEHMAN BROTHERS BANK, FSB, a federal stock savings bank, having an address at 1000 West Street, Suite 200, Wilmington, Delaware 19801, individually and as Agent for one or more Co-Lenders (“Lender”) and RPB WILLOWWOOD I LLC, a Delaware limited liability company, and RPB WILLOWWOOD II LLC, a Delaware limited liability company, each having its principal place of business at 1280 Maryland Avenue, S.W., Suite 280, Washington, DC 20024 (individually and collectively, as the context may require, “Borrower”).

FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF REPUBLIC PROPERTY LIMITED PARTNERSHIP
Republic Property Trust • December 22nd, 2005 • Real estate investment trusts • Delaware

THIS FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP, dated as of December 20, 2005, is entered into by and among Republic Property Trust , a Maryland real estate investment trust, as the General Partner, and the Persons whose names are set forth on the Partner Registry (as hereinafter defined) as Limited Partners, together with any other Persons who become Partners in Republic Property Limited Partnership (the “Partnership”) as provided herein.

STEVEN A. GRIGG FORM OF EMPLOYMENT AGREEMENT
Employment Agreement • December 22nd, 2005 • Republic Property Trust • Real estate investment trusts • District of Columbia

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is dated as of December 20, 2005, by and between REPUBLIC PROPERTY TRUST, a Maryland real estate investment trust (the “Company”), and Steven A. Grigg (the “Executive”).

PREPARED OUTSIDE THE COMMONWEALTH OF VIRGINIA
Deed of Trust and Security Agreement • December 22nd, 2005 • Republic Property Trust • Real estate investment trusts

THIS DEED OF TRUST AND SECURITY AGREEMENT (this “Security Instrument”) is made as of the 23rd day of September, 2002, by RKB PENDER LLC, a Delaware limited liability company, having its principal place of business at c/o Republic Properties Corporation, 1280 Maryland Avenue, S.W., Suite 280, Washington, D.C. 20024 (“Borrower”), to RICHARD W. KLEIN, JR., an individual, having an address at 9404 Ludgate Drive, Alexandria, VA 22309 (“Trustee”), for the benefit of JPMORGAN CHASE BANK, a New York banking corporation, having its principal place of business at 270 Park Avenue, New York, New York 10017, as beneficiary (“Lender”).

AMENDMENT TO MANAGEMENT SERVICES RIGHTS CONTRIBUTION AGREEMENT (PORTALS I)
Management Services Rights Contribution Agreement • November 29th, 2005 • Republic Property Trust • Real estate investment trusts

THIS AMENDMENT TO MANAGEMENT SERVICES RIGHTS CONTRIBUTION AGREEMENT is entered into as of November 28, 2005 by and among REPUBLIC PROPERTIES CORPORATION, a District of Columbia corporation (“RPC”), RICHARD L. KRAMER (“Kramer”), STEVEN A. GRIGG (“Grigg”, together with Kramer and RPC, the “General Partners”) and REPUBLIC PROPERTY LIMITED PARTNERSHIP, a Delaware limited partnership (the “Operating Partnership”).

STEVEN A. GRIGG NONCOMPETITION AGREEMENT
Steven A. Grigg Noncompetition Agreement • December 22nd, 2005 • Republic Property Trust • Real estate investment trusts • District of Columbia

THIS NONCOMPETITION AGREEMENT (this “Agreement”) is entered into as of December 20, 2005 by and between Republic Property Trust, a Maryland real estate investment trust (the “Company”) and Steven A. Grigg (the “Executive”).

DEVELOPMENT SERVICES RIGHTS AND MANAGEMENT SERVICES RIGHTS CONTRIBUTION AGREEMENT (PORTALS IV)
Development Services Rights and Management Services Rights Contribution Agreement • October 31st, 2005 • Republic Property Trust • Real estate investment trusts • Delaware

THIS DEVELOPMENT SERVICES RIGHTS AND MANAGEMENT SERVICES RIGHTS CONTRIBUTION AGREEMENT (this “Agreement”) is entered into as of October 24, 2005 by and among REPUBLIC PROPERTIES CORPORATION, a District of Columbia corporation (“RPC”), RICHARD L. KRAMER (“Kramer”), STEVEN A. GRIGG (“Grigg”, together with Kramer and RPC, the “General Partners”) and REPUBLIC PROPERTY LIMITED PARTNERSHIP, a Delaware limited partnership (the “Operating Partnership”).

DEED OF TRUST NOTE
Republic Property Trust • December 22nd, 2005 • Real estate investment trusts

FOR VALUE RECEIVED, RKB WILLOWWOOD LLC, a Delaware limited liability company having its principal place of business at 1280 Maryland Avenue, SW, Suite 280, Washington D.C. 20024 (hereinafter referred to as “Borrower”), promises to pay to the order of ARCHON FINANCIAL, L.P., a Delaware limited partnership, at its principal place of business at 600 East Las Colinas Boulevard, Suite 450, Irving, Texas 75039 (hereinafter referred to as “Lender”), or at such place as the holder hereof may from time to time designate in writing, the principal sum of Forty Million and No/100 Dollars ($40,000,000), in lawful money of the United States of America, with interest thereon to be computed on the unpaid principal balance from time to time outstanding at the Contract Rate (as hereinafter defined), and to be paid in installments as provided herein:

RICHARD L. KRAMER NONCOMPETITION AGREEMENT
Kramer Noncompetition Agreement • December 22nd, 2005 • Republic Property Trust • Real estate investment trusts • District of Columbia

THIS NONCOMPETITION AGREEMENT (this “Agreement”) is entered into as of December 20, 2005 by and between Republic Property Trust, a Maryland real estate investment trust (the “Company”) and Richard L. Kramer, the Chairman (the “Chairman”) of the Board of Trustees of the Company (the “Board”).

20,000,000 Common Shares REPUBLIC PROPERTY TRUST Common Shares of Beneficial Interest, par value $0.01 per share UNDERWRITING AGREEMENT
Underwriting Agreement • December 22nd, 2005 • Republic Property Trust • Real estate investment trusts • New York

Republic Property Trust, a Maryland real estate investment trust (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 20,000,000 common shares of beneficial interest (the “Common Shares”), par value $.01 per share, of the Company (the “Firm Shares”). In addition, the Company purposes to grant to the Underwriters options to purchase up to an aggregate 3,000,000 Common Shares on the terms set forth in Section 2 (the “Option Shares”). The Firm Shares and the Option Shares, if purchased, are hereinafter collectively called the “Shares”. This is to confirm the agreement concerning the purchase of the Shares from the Company by the Underwriters.

REPUBLIC PROPERTIES CORPORATION NONCOMPETITION AGREEMENT
Republic Properties Corporation Noncompetition Agreement • December 22nd, 2005 • Republic Property Trust • Real estate investment trusts • District of Columbia

THIS NONCOMPETITION AGREEMENT (this “Agreement”) is entered into as of December 20, 2005 by and between Republic Property Trust, a Maryland real estate investment trust (the “Company”) and Republic Properties Corporation (“RPC”), a District of Columbia corporation.

MANAGEMENT SERVICES RIGHTS CONTRIBUTION AGREEMENT (PORTALS I)
Management Services Rights Contribution Agreement • October 31st, 2005 • Republic Property Trust • Real estate investment trusts • Delaware

THIS MANAGEMENT SERVICES RIGHTS CONTRIBUTION AGREEMENT (this “Agreement”) is entered into as of October 24, 2005 by and among REPUBLIC PROPERTIES CORPORATION, a District of Columbia corporation (“RPC”), RICHARD L. KRAMER (“Kramer”), STEVEN A. GRIGG (“Grigg”, together with Kramer and RPC, the “General Partners”) and REPUBLIC PROPERTY LIMITED PARTNERSHIP, a Delaware limited partnership (the “Operating Partnership”).

GARY R. SIEGEL NONCOMPETITION AGREEMENT
Siegel Noncompetition Agreement • December 22nd, 2005 • Republic Property Trust • Real estate investment trusts • District of Columbia

THIS NONCOMPETITION AGREEMENT (this “Agreement”) is entered into as of the 20th day of December, by and between Republic Property Trust, a Maryland real estate investment trust (the “Company”) and Gary R. Siegel (the “Executive”).

EMPLOYMENT AGREEMENT
Employment Agreement • December 22nd, 2005 • Republic Property Trust • Real estate investment trusts • District of Columbia

THIS AGREEMENT, made and entered into as of December 20, 2005 (the “Effective Date”), by and between MARK R. KELLER (the “Executive”) and REPUBLIC PROPERTY TRUST (the “Company”).

AMENDMENT TO CONTRIBUTION AGREEMENT (PORTALS III)
Contribution Agreement • December 22nd, 2005 • Republic Property Trust • Real estate investment trusts

THIS AMENDMENT TO CONTRIBUTION AGREEMENT is entered into as of December 20, 2005 by and among REPUBLIC PROPERTIES CORPORATION, a District of Columbia corporation (“RPC”), RICHARD L. KRAMER (“Kramer”), STEVEN A. GRIGG (“Grigg”, together with Kramer and RPC, the “General Partners”) and REPUBLIC PROPERTY LIMITED PARTNERSHIP, a Delaware limited partnership (the “Operating Partnership”).

DEED OF TRUST, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FIXTURE FILING RKB LAKESIDE LLC (Trustor, as Grantor) Trustor’s Organizational Identification Number: 3641678 to RICHARD W. KLEIN, JR. (Trustee, as Grantee) and ARCHON FINANCIAL, L.P....
Security Agreement and Fixture Filing • December 22nd, 2005 • Republic Property Trust • Real estate investment trusts

THIS DEED OF TRUST, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FIXTURE FILING (the “Deed of Trust”), made as of May 13, 2003, by RKB LAKESIDE LLC, a Delaware limited liability company having its principal place of business at c/o Republic Properties Corporation, 1280 Maryland Avenue, SW, Suite 280, Washington D.C. 20024 (“Trustor”, as Grantor), to RICHARD W. KLEIN, JR., the trustee hereunder, having an address at 9404 Ludgate Drive, Alexandria, Virginia 22309 (“Trustee”, as Grantee), and to ARCHON FINANCIAL, L.P., a Delaware limited partnership, having its principal place of business at 600 East Las Colinas Boulevard, Suite 450, Irving, Texas 75039 (“Beneficiary”, as Grantee).

DEVELOPMENT SERVICES RIGHTS AND MANAGEMENT SERVICES RIGHTS CONTRIBUTION AGREEMENT (REPUBLIC SQUARE I)
Development Services Rights and Management Services Rights Contribution Agreement • October 31st, 2005 • Republic Property Trust • Real estate investment trusts • Delaware

THIS DEVELOPMENT SERVICES RIGHTS AND MANAGEMENT SERVICES RIGHTS CONTRIBUTION AGREEMENT (the “Agreement”) is entered into as of this 23rd day of September, 2005 by and among REPUBLIC PROPERTIES CORPORATION, a District of Columbia corporation (“RPC”), REPUBLIC PROPERTY LIMITED PARTNERSHIP, a Delaware limited partnership (the “Operating Partnership”), and 25 Massachusetts Avenue Property LLC, a Delaware limited liability company (“25 Mass”).

SENIOR SECURED REVOLVING CREDIT AGREEMENT DATED AS OF MAY 1, 2006 by and among REPUBLIC PROPERTY LIMITED PARTNERSHIP, AS BORROWER, REPUBLIC PROPERTY TRUST, AS A GUARANTOR, KEYBANK NATIONAL ASSOCIATION, THE OTHER LENDERS WHICH ARE PARTIES TO THIS...
Assignment and Acceptance Agreement • May 12th, 2006 • Republic Property Trust • Real estate investment trusts • Virginia

THIS SENIOR SECURED REVOLVING CREDIT AGREEMENT (this “Agreement”) is made as of the 1st day of May, 2006, by and among REPUBLIC PROPERTY LIMITED PARTNERSHIP, a Delaware limited partnership (“Borrower”), REPUBLIC PROPERTY TRUST, a Maryland real estate investment trust (“RPB”), KEYBANK NATIONAL ASSOCIATION (“KeyBank”), the other lending institutions which are parties to this Agreement as “Lenders”, and the other lending institutions that may become parties hereto pursuant to §18 (together with KeyBank, the “Lenders”), and KEYBANK NATIONAL ASSOCIATION, as Agent for the Lenders (the “Agent”), and KEYBANC CAPITAL MARKETS, as Sole Lead Arranger and Sole Book Manager.

SECOND AMENDMENT TO SENIOR SECURED REVOLVING CREDIT AGREEMENT
Secured Revolving Credit Agreement • May 3rd, 2007 • Republic Property Trust • Real estate investment trusts

THIS SECOND AMENDMENT TO SENIOR SECURED REVOLVING CREDIT AGREEMENT (this “Amendment”) made as of the 28th day of March, 2007, by and among REPUBLIC PROPERTY LIMITED PARTNERSHIP, a Delaware limited partnership (“Borrower”), REPUBLIC PROPERTY TRUST, a Maryland real estate investment trust (“Parent Guarantor”), THE OTHER ENTITIES LISTED ON THE SIGNATURE PAGES HEREOF AS GUARANTORS (the “Subsidiary Guarantors”; the Parent Guarantor and the Subsidiary Guarantors are hereinafter referred to collectively as the “Guarantors”), KEYBANK NATIONAL ASSOCIATION, a national banking association (“KeyBank”), THE OTHER LENDERS WHICH ARE SIGNATORIES HERETO (KeyBank and the other lenders which are signatories hereto, collectively, the “Lenders”), and KEYBANK NATIONAL ASSOCIATION, a national banking association, as Administrative Agent for the Lenders (the “Agent”).

AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
Employment Agreement • May 3rd, 2007 • Republic Property Trust • Real estate investment trusts • District of Columbia

This AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (this “Amendment”) is made this 31st day of March, 2007 by and between (i) Mark R. Keller (the “Executive”) and (ii) Republic Property Trust, a Maryland real estate investment trust (the “Company”).

PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS BY AND BETWEEN SMII FAIRFAX LLC (“Seller”) AND REPUBLIC PROPERTY LIMITED PARTNERSHIP (“Buyer”)
Purchase and Sale Agreement and Escrow Instructions • March 24th, 2006 • Republic Property Trust • Real estate investment trusts • Virginia

THIS PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS (this “Agreement”) is made and entered into as of March ___, 2006, between SMII FAIRFAX LLC, a Delaware limited liability company (“Seller”), and REPUBLIC PROPERTY LIMITED PARTNERSHIP, a Delaware limited partnership, or its permitted assignees (“Buyer”), with reference to the following:

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GUARANTY Project Commonly Known as “1129 20th Street”
Guaranty • March 14th, 2007 • Republic Property Trust • Real estate investment trusts • District of Columbia

THIS GUARANTY (“Guaranty”) made as of February 16, 2007, by REPUBLIC PROPERTY LIMITED PARTNERSHIP, a Delaware limited partnership (“Republic OP”), and REPUBLIC PROPERTY TRUST, a Maryland real estate investment trust (“Trust”; Republic OP and Trust are hereinafter referred to collectively as “Guarantors”), to and for the benefit of KEYBANK NATIONAL ASSOCIATION (“KeyBank”), a national banking association, as Agent (“Agent”), and KeyBank and the other lenders now or hereafter a party to the Loan Agreement (as hereinafter defined) (the “Lenders”) (Agent and the Lenders, and their successors and assigns, are hereinafter referred to collectively as the “Credit Parties”).

LOAN AGREEMENT Dated as of December 29, 2004 among PRESIDENTS PARK I LLC, PRESIDENTS PARK II LLC, PRESIDENTS PARK III LLC and RKB WASHINGTON PROPERTY FUND I L.P. collectively, as Borrower, and ARCHON FINANCIAL, L.P. as Lender
Loan Agreement • December 22nd, 2005 • Republic Property Trust • Real estate investment trusts • New York

This LOAN AGREEMENT (this “Agreement”) is dated as of December 29, 2004, and is by and among ARCHON FINANCIAL, L.P., a Delaware limited partnership, (together with its successors and assigns, including any lawful holder of any portion of the Indebtedness, as hereinafter defined, “Lender”), as Lender, and PRESIDENTS PARK I LLC, a Delaware limited liability company (“PP I”), PRESIDENTS PARK II LLC, a Delaware limited liability company (“PP II”), PRESIDENTS PARK III LLC, a Delaware limited liability company (“PP III”) (each such entity and collectively, “Presidents Borrower”) and RKB WASHINGTON PROPERTY FUND I L.P., a Delaware limited partnership (“RKB Borrower”, and together with Presidents Borrower, collectively, “Borrower”).

CONSTRUCTION LOAN AGREEMENT for a loan in the amount of MADE BY AND BETWEEN REPUBLIC 20TH STREET LLC, a Delaware limited liability company, As Borrower AND KEYBANK NATIONAL ASSOCIATION, a national banking association, 127 Public Square, Cleveland,...
Construction Loan Agreement • March 14th, 2007 • Republic Property Trust • Real estate investment trusts • District of Columbia

THIS CONSTRUCTION LOAN AGREEMENT (“Agreement”) is made as of February 16, 2007, by and among REPUBLIC 20TH STREET LLC, a Delaware limited liability company (“Borrower”), and KEYBANK NATIONAL ASSOCIATION, a national banking association (“KeyBank”), its successors and assigns, individually and as a lender and administrative agent (referred to in such capacity as “Agent” in this Agreement), and each of the undersigned lending institutions (KeyBank, as a lender, and each such lending institution, and their respective successors and assigns, referred to individually as “Lender” or collectively as the “Lenders”).

Assignment and Assumption Agreement
Assignment and Assumption Agreement • October 20th, 2006 • Republic Property Trust • Real estate investment trusts

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (the “Agreement”) is made as of October 19, 2006, between Republic WPB LLC (“Republic”) and the West Palm Beach Community Redevelopment Agency, acting for itself and on behalf of the City of West Palm Beach (together, “CRA”).

AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • October 31st, 2005 • Republic Property Trust • Real estate investment trusts • Delaware

AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of September 23, 2005 by and among RKB Holding L.P., a Delaware limited partnership (“Holdco”), Republic Property Trust, a Maryland real estate investment trust (“Republic”) and Republic Property Limited Partnership, a Delaware limited partnership (the “Operating Partnership”) and wholly owned operating partnership subsidiary of Republic.

OPTION AGREEMENT
Option Agreement • November 29th, 2005 • Republic Property Trust • Real estate investment trusts • Delaware

THIS OPTION AGREEMENT (this “Agreement”) is executed this 28th day of November, 2005 by and between (i) PARCEL 47D LLC, a Delaware limited liability company (‘Property Owner”), and (ii) REPUBLIC PROPERTY LIMITED PARTNERSHIP, a Delaware limited partnership (“RPLP”).

AMENDMENT NO. 1 to Professional Services Agreement for CITY CENTER PROJECT PHASE II — Schematic Design RFP #03/04-109
Republic Property Trust • May 12th, 2006 • Real estate investment trusts

THIS AMENDMENT NO. 1 to the Professional Service Agreement for the City Center Project (RFP No. 03/04-109) is entered into by and between the WEST PALM BEACH COMMUNITY REDEVELOPMENT AGENCY (‘CRA’) and REPUBLIC-WPB CORP. (the “Developer”).

MANAGEMENT SERVICES RIGHTS CONTRIBUTION AGREEMENT (INITIAL PROPERTIES)
Management Services Rights Contribution Agreement • October 31st, 2005 • Republic Property Trust • Real estate investment trusts • Delaware

THIS MANAGEMENT SERVICES RIGHTS CONTRIBUTION AGREEMENT (the “Agreement”) is entered into as of this 23rd day of September, 2005 between REPUBLIC PROPERTIES CORPORATION, a District of Columbia corporation (“RPC”), and REPUBLIC PROPERTY LIMITED PARTNERSHIP, a Delaware limited partnership (the “Operating Partnership”).

GARY R. SIEGEL EMPLOYMENT AGREEMENT
Siegel Employment Agreement • December 22nd, 2005 • Republic Property Trust • Real estate investment trusts • District of Columbia

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is dated the 20th day of December, 2005, but effective for all purposes and in all respects as of the closing of the “IPO Transactions” (as defined below), by and between REPUBLIC PROPERTY TRUST, a Maryland real estate investment trust (the “Company”), and Gary R. Siegel (the “Executive”).

LEHMAN BROTHERS BANK FSB.
Republic Property Trust • December 14th, 2005 • Real estate investment trusts

This letter agreement, together with the Commitment Letter, contains the entire agreement among Borrower, Sponsor and Lender, and any other agreements shall be deemed to have merged herewith. Please indicate your acceptance of the matters set forth herein by signing in the place provided below and returning the executed letter agreement to Steve Hentschel at Lehman Brothers, 399 Park Avenue, 8th Floor, New York, New York 10022 or via facsimile transmission to (646) 758-4460.

OPTION AGREEMENT
Option Agreement • November 29th, 2005 • Republic Property Trust • Real estate investment trusts • Delaware

THIS OPTION AGREEMENT (this “Agreement”) is executed this 28th day of November, 2005 by and between (i) 25 MASSACHUSETTS AVENUE PROPERTY LLC, a Delaware limited liability company (“Republic Square I Owner”), (ii) 660 NORTH CAPITOL STREET PROPERTY LLC, a Delaware limited liability company (“Republic Square II Owner”, and together with Republic Square I Owner, sometimes herein each referred to as a “Property Owner”), and (iii) REPUBLIC PROPERTY LIMITED PARTNERSHIP, a Delaware limited partnership (“RPLP”).

AMENDMENT TO LOAN AGREEMENT
Loan Agreement • December 22nd, 2005 • Republic Property Trust • Real estate investment trusts • New York

This AMENDMENT TO LOAN AGREEMENT, dated as of December 20, 2005 (this “Amendment”), is entered into by and among Goldman Sachs Mortgage Company (“Lender”), Presidents Park I LLC, Presidents Park II LLC and Presidents Park III LLC (collectively, “Borrower”), and Republic Property Limited Partnership.

CONTRIBUTION AGREEMENT (RPT 1425)
Contribution Agreement (Rpt 1425) • October 31st, 2005 • Republic Property Trust • Real estate investment trusts • Delaware

THIS CONTRIBUTION AGREEMENT (RPT 1425) (this “Agreement”) is entered into as of September 23, 2005 by and among Republic Property Trust, a Maryland real estate investment trust (“Republic”), Republic Property Limited Partnership, a Delaware limited partnership (the “Operating Partnership”), and the partners of RPT 1425 Investors L.P., a Delaware limited partnership (“RPT 1425”), listed on Exhibit A hereto (each a “Partner” and, collectively, the “Partners”), which Partners are represented by RPT 1425 (General Partner) LLC, a Delaware limited liability company (the “General Partner”), as the attorney-in-fact and agent of each Partner.

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