JBG SMITH Properties Sample Contracts

JBG SMITH Properties – INVESTOR DAY SPRING 2019 Illustrative National Landing (North District) Since our April 2019 investor day presentation, slides 7, 60, 61, 67 and 69 have been updated and slides 33-37 and 39 have been added to reflect new information. DISCLOSURES FORWARD-LOOKING STATEMENTS Certain statements contained herein may constitute “forward-looking statements” as such term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are not guarantees of performance. They represent our intentions, plan (May 14th, 2019)
JBG SMITH Properties – May 7, 2019 To Our Fellow Shareholders: (May 7th, 2019)

We are pleased to report on our performance for the first quarter of 2019. For details regarding our financial and operating results, please see our first quarter earnings release and supplemental information, which follow this letter. In April, we held our first of two investor days for 2019 and posted the related presentation on our website. At the end of this letter are highlights from that presentation, including an updated estimated NOI bridge, Amazon’s potential NAV impact on our portfolio, and an illustrative timeline of important National Landing milestones.

JBG SMITH Properties – JBG SMITH Properties (Maryland real estate investment trust) 10,000,000 Common Shares of Beneficial Interest UNDERWRITING AGREEMENT (April 18th, 2019)
JBG SMITH Properties – Page Disclosures 3-4 Recent Developments 5 NOI Reconciliations (Non-GAAP) 6 EBITDA, EBITDAre and Adjusted EBITDA (Non-GAAP) 7 Portfolio Overview 8 Property Tables: Commercial 9-12 Multifamily 13-15 Under Construction 16 Future Development 17 Lease Expirations 18 Debt Summary 19 Debt by Instrument 20-21 Definitions 22-24 (April 15th, 2019)

Certain statements contained herein may constitute “forward-looking statements” as such term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are not guarantees of performance. They represent our intentions, plans, expectations and beliefs and are subject to numerous assumptions, risks and uncertainties. Consequently, the future results of JBG SMITH Properties (“JBG SMITH” or the “Company”) may differ materially from those expressed in these forward-looking statements. You can find many of these statements by looking for words such as “approximate”, “believes”, “expects”, “anticipates”, “estimates”, “intends”, “plans”, “would”, “may” or similar expressions in this document. We also note the following forward-looking statements: our annualized net operating income; in the case of our under construction and near-term development assets, estimated square feet, estimated numbe

JBG SMITH Properties – INVESTOR DAY SPRING 2019 Illustrative National Landing (North District) DISCLOSURES FORWARD-LOOKING STATEMENTS Certain statements contained herein may constitute “forward-looking statements” as such term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are not guarantees of performance. They represent our intentions, plans, expectations and beliefs and are subject to numerous assumptions, risks and uncertainties. Consequently, the future results of JBG SMITH Properties (“JBG SMITH (April 2nd, 2019)
JBG SMITH Properties – EMPLOYMENT AGREEMENT (February 26th, 2019)

Employment Agreement (the “Agreement”), dated as of February 21, 2019, by and between JBG SMITH Properties, a Maryland real estate investment trust (together with its affiliates, the “Company”), with its principal offices in Chevy Chase, Maryland and Madhumita Moina Banerjee (“Executive”).

JBG SMITH Properties – February 26, 2019 To Our Fellow Shareholders: (February 26th, 2019)

2018 was an extraordinary year for JBG SMITH. Our successful pursuit of the (now only) Amazon HQ2 opportunity deservedly holds first place among our accomplishments for the year. Amazon’s expected growth of 37,850 high-paying technology jobs combined with over $1.8 billion of infrastructure and education spending represent a dramatic turning point for National Landing. Approximately 43% of our total holdings are located within a ½ mile of HQ2, including 6.9 million square feet of our Future Development Pipeline, and we own approximately 71% of the office market in National Landing - making Amazon’s HQ2 decision transformational for our company. All of these holdings will accommodate a considerable amount of additional office and multifamily demand and further our significant repositioning of the submarket, which formally commenced in December with the groundbreaking of our Central District Retail project. We believe that Amazon’s presence, combined with the recently enacted infrast

JBG SMITH Properties – Vornado Realty Trust (November 7th, 2018)

Reference is hereby made to that certain Tax Matters Agreement, dated as of July 17, 2017 (as amended, the “Agreement”), by and between Vornado Realty Trust, a Maryland real estate investment trust (“Vornado”), and JBG SMITH Properties (f/k/a Vornado DC Spinco), a Maryland real estate investment trust (“Newco”, and, together with Vornado, the “Parties”). Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Agreement.

JBG SMITH Properties – November 7, 2018 To Our Fellow Shareholders: (November 7th, 2018)

We are pleased to report on our performance for the third quarter of 2018. For details regarding our financial and operating results, please see our third quarter earnings release and supplemental information, which follow this letter.

JBG SMITH Properties – JBG SMITH Properties Common Shares ($0.01 par value) EQUITY DISTRIBUTION AGREEMENT (July 2nd, 2018)
JBG SMITH Properties – UNAUDITED PRO FORMA CONSOLIDATED AND COMBINED STATEMENT OF OPERATIONS (July 2nd, 2018)

The following unaudited pro forma consolidated and combined statement of operations for the year ended December 31, 2017 has been prepared in accordance with Article 11 of Regulation S-X, using the assumptions set forth in the notes to the unaudited pro forma consolidated and combined statement of operations by applying pro forma adjustments to the audited consolidated and combined statement of operations of JBG SMITH Properties (“JBG SMITH” or the “Company”), a real estate investment trust (“REIT”) located in Maryland, which includes the operating results of the Vornado Included Assets, as defined below, for the year ended December 31, 2017 and the operating results of the JBG Assets, as defined below, from July 18, 2017, the date of acquisition by JBG SMITH, referred to as the “combination”, through December 31, 2017. The JBG Assets refers to the portfolio of assets located in the Washington, DC metropolitan area (the “JBG Included Properties”) previously owned by The JBG Companies (

JBG SMITH Properties – I N V E S T O R P R E S E N T A T I O N J U N E 2 0 1 8 CEB Tower at Central Place Lobby D I S C L O S U R E S Forward-Looking Statements Certain statements contained herein may constitute “forward-looking statements” as such term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are not guarantees of performance. They represent our intentions, plans, expectations and beliefs and are subject to numerous assumptions, risks and uncertainties. Consequently, t he future results of JBG (June 4th, 2018)
JBG SMITH Properties – JBG SMITH PROPERTIES ARTICLES OF AMENDMENT (May 3rd, 2018)

JBG SMITH Properties, a Maryland real estate investment trust (the “Trust”) under Title 8 of the Corporations and Associations Article of the Annotated Code of Maryland, hereby certifies to the State Department of Assessments and Taxation of Maryland that:

JBG SMITH Properties – I N V E S T O R P R E S E N T A T I O N MARCH 2018 Crystal City Anchor Phase (Rendering) D I S C L O S U R E S Forward-Looking Statements Certain statements contained herein may constitute “forward-looking statements” as such term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are not guarantees of performance. They represent our intentions, plans, expectations and beliefs and are subject to numerous assumptions, risks and uncertainties. Consequently, the future results of JBG S (March 19th, 2018)
JBG SMITH Properties – JBG SMITH Properties Amendment No. 1 to the 2017 Employee Share Purchase Plan (March 12th, 2018)

The 2017 Employee Share Purchase Plan of JBG SMITH Properties, effective July 17, 2017 (the “ESPP”), is hereby amended as follows, effective January 1, 2018:

JBG SMITH Properties – FORM OF JBG SMITH PROPERTIES 2017 OMNIBUS SHARE PLAN PERFORMANCE LTIP UNIT AGREEMENT (March 12th, 2018)
JBG SMITH Properties – JBG SMITH PROPERTIES BYLAWS (March 6th, 2018)
JBG SMITH Properties – 3Q 2017 QUARTERLY INVESTOR PACKAGE WEST HALF (November 14th, 2017)
JBG SMITH Properties – JBG SMITH Properties UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS (September 18th, 2017)

The following unaudited pro forma combined financial statements have been prepared in accordance with Article 11 of Regulation S-X, using the assumptions set forth in the notes to the unaudited pro forma combined financial statements by applying pro forma adjustments to the historical combined financial statements to reflect the spin-off on July 17, 2017 of the Vornado Included Assets from Vornado, referred to as the separation, and the acquisition on July 18, 2017 of the JBG Included Assets and JBG Operating Partners, referred to as the combination, as described elsewhere in this prospectus. The unaudited pro forma combined balance sheet gives effect to the transaction as if it had occurred on June 30, 2017. The unaudited pro forma combined statements of operations give effect to the transaction as if it had occurred on January 1, 2016. All significant pro forma adjustments and underlying assumptions are described in the notes to the unaudited pro forma combined financial statements.

JBG SMITH Properties – Page Overview Disclosures 3-4 Company Profile 5 Portfolio Overview 6-7 Financial Information Operating Assets 8 Summary & Same Store NOI 9-10 Summary NOI 11 Summary NOI - Office 12 Summary NOI - Multifamily 13 NOI Reconciliations 14-15 Leasing Activity Leasing Activity - Office 16 Lease Expirations 17 Signed But Not Yet Commenced Leases 18 Contractual Free Rent 19 Tenant Concentration 20 Industry Diversity 21 Property Data Portfolio Summary 22 Property Tables: Office 23-26 Multifamily 27-28 Other 29 Under Construction 30-31 Near-Term Development 32 Future Development 33 Debt Debt by Instrument (August 14th, 2017)

Certain statements contained herein may constitute “forward-looking statements” as such term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are not guarantees of performance. They represent our intentions, plans, expectations and beliefs and are subject to numerous assumptions, risks and uncertainties. Consequently, the future results of JBG SMITH Properties (“JBG SMITH” or the “Company”) may differ materially from those expressed in these forward-looking statements. You can find many of these statements by looking for words such as “approximate”, “believes”, “expects”, “anticipates”, “estimates”, “intends”, “plans”, “would”, “may” or similar expressions in this press release. We also note the following forward-looking statements: our expected annualized dividend per share and dividend yield; in the case of our construction and near-term development assets, the estimated

JBG SMITH Properties – CONTRIBUTION AND ASSIGNMENT AGREEMENT Between JBG SMITH PROPERTIES LP and JBG/FUND VIII LEGACY, L.L.C. Dated as of July 18, 2017 (July 21st, 2017)

This CONTRIBUTION AND ASSIGNMENT AGREEMENT, dated as of July 18, 2017 (this “Agreement”), is made and entered into by and between JBG Smith Properties LP, a Delaware limited partnership (the “Operating Partnership”), and JBG/Fund VIII Legacy, L.L.C., a Delaware limited liability company (“Legacy LLC” and together with the Operating Partnership, the “Parties”).

JBG SMITH Properties – AGREEMENT AND PLAN OF MERGER Between JBG/FUND IX TRANSFERRED, L.L.C. and JBGS/FUND IX OP MERGERCO, L.L.C. Dated as of July 17, 2017 (July 21st, 2017)

THIS AGREEMENT AND PLAN OF MERGER, dated as of July 17, 2017 (this “Agreement”), is made and entered into by and between JBGS/Fund IX OP Mergerco, L.L.C., a Delaware limited liability company (“Mergerco”), and JBG/Fund IX Transferred, L.L.C., a Delaware limited liability company (“Transferred LLC” and together with Mergerco, the “Parties”).

JBG SMITH Properties – AGREEMENT AND PLAN OF MERGER Between JBG/FUND VII TRANSFERRED, L.L.C. and JBGS/FUND VII OP MERGERCO, L.L.C. Dated as of July 17, 2017 (July 21st, 2017)

THIS AGREEMENT AND PLAN OF MERGER, dated as of July 17, 2017 (this “Agreement”), is made and entered into by and between JBGS/Fund VII OP Mergerco, L.L.C., a Delaware limited liability company (“Mergerco”), and JBG/Fund VII Transferred, L.L.C., a Delaware limited liability company (“Transferred LLC” and together with Mergerco, the “Parties”).

JBG SMITH Properties – JBG SMITH PROPERTIES UNIT ISSUANCE AGREEMENT (July 21st, 2017)

UNIT ISSUANCE AGREEMENT (the “Agreement” or “Unit Issuance Agreement”) made as of July 18, 2017 between JBG SMITH Properties, a Maryland real estate investment trust (the “Company”), its subsidiary JBG SMITH Properties LP, a Delaware limited partnership (the “Partnership”), and Michael J. Glosserman (“MJG”) and Glosserman Family JBG Operating, L.L.C, a Maryland limited liability company (the “Trust” together with MJG, the “Unit Holder”).

JBG SMITH Properties – EMPLOYMENT AGREEMENT (July 21st, 2017)

Employment Agreement (the “Agreement”), dated as of July 17, 2017, by and between JBG SMITH Properties, a Maryland real estate investment trust (together with its affiliates, the “Company”), with its principal offices in Chevy Chase, Maryland and Stephen W. Theriot (“Executive”).

JBG SMITH Properties – JBG SMITH Properties 2017 Omnibus Share Plan (As approved by shareholders on July 10, 2017) (July 21st, 2017)
JBG SMITH Properties – FIRST AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF JBG SMITH PROPERTIES LP Dated as of: July 17, 2017 (July 21st, 2017)

THIS FIRST AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF JBG SMITH Properties LP (this “Agreement”), dated as of July 17, 2017, is entered into by and among JBG SMITH Properties, a Maryland real estate investment trust (the “General Partner”), as the general partner of and a limited partner in the Partnership, and the General Partner, on behalf of and as attorney in fact for each of the persons and entities identified in the Partner Registry as a Limited Partner in the Partnership, together with any other Persons who become Partners in the Partnership as provided herein.

JBG SMITH Properties – JBG SMITH Properties 2017 Employee Share Purchase Plan (As approved by the sole shareholder on July 10, 2017) (July 21st, 2017)
JBG SMITH Properties – TRANSITION SERVICES AGREEMENT DATED AS OF JULY 17, 2017 BETWEEN VORNADO REALTY TRUST AND JBG SMITH PROPERTIES (July 21st, 2017)

This Transition Services Agreement (this “Agreement”) is entered into and effective as of July 17, 2017 (the “Effective Date”), by and between Vornado Realty Trust, a Maryland real estate investment trust (“Provider”), and JBG SMITH Properties, a Maryland real estate investment trust (“Recipient”). Provider and Recipient may each be referred to herein as a “Party,” and are collectively referred to as the “Parties.”

JBG SMITH Properties – JBG SMITH PROPERTIES BYLAWS (July 21st, 2017)
JBG SMITH Properties – AMENDMENT NO. 1 TO MASTER TRANSACTION AGREEMENT (July 21st, 2017)

This AMENDMENT NO. 1 TO MASTER TRANSACTION AGREEMENT (hereinafter referred to as this “Amendment”), dated as of July 17, 2017, is made by and among Vornado Realty Trust, a Maryland real estate investment trust (“Vornado”), Vornado Realty L.P., a Delaware limited partnership (“Vornado OP”, and together with Vornado, the “Vornado Parties”), JBG Properties, Inc., a Maryland corporation (“JBG Properties”), JBG/Operating Partners, L.P., a Delaware limited partnership (“JBG Operating Partners” and together with JBG Properties, the “JBG Management Entities”) and the JBG Properties affiliates listed on Schedule A of the Agreement (as defined below) (the “JBG Funds” and together with the JBG Management Entities, the “JBG Parties”), JBG SMITH Properties (f/k/a Vornado DC Spinco), a Maryland real estate investment trust (“Newco”) and JBG SMITH Properties LP (f/k/a Vornado DC Spinco OP LP), a Delaware limited partnership (“Newco OP”, and together with the Vornado Parties, the JBG Parties and Newco

JBG SMITH Properties – REGISTRATION RIGHTS AGREEMENT (July 21st, 2017)

This REGISTRATION RIGHTS AGREEMENT is entered into as of July 18, 2017 by and among JBG Smith Properties, a Maryland real estate investment trust (the “Company”), and the holders listed on Schedule I hereto (each an “Initial Holder” and, collectively, the “Initial Holders”).

JBG SMITH Properties – CONTRIBUTION AND ASSIGNMENT AGREEMENT Between JBG PROPERTIES, INC. and JBG SMITH PROPERTIES LP Dated as of July 18, 2017 (July 21st, 2017)

THIS CONTRIBUTION AND ASSIGNMENT AGREEMENT, dated as of July 18, 2017 (this “Agreement”), is made and entered into by and between JBG Properties, Inc., a Maryland corporation (“JBG Properties”), and JBG Smith Properties LP, a Delaware limited partnership (“Newco OP”, and together with JBG Properties, the “Parties”).

JBG SMITH Properties – Contract (July 21st, 2017)

On July 18, 2017, JBG SMITH Properties and JBG SMITH Properties LP entered into unit issuance agreements with each of the executive officers of JBG SMITH Properties listed below. The only material difference between the agreements was the number of common limited partnership units of JBG SMITH Properties LP subject to the agreement and listed in Section 1 of the agreement. A schedule of the executive officers that entered into unit issuance agreements and the number of units subject to each one’s agreement is listed below.

JBG SMITH Properties – CREDIT AGREEMENT dated as of July 18, 2017, among JBG SMITH PROPERTIES LP, as Borrower, (July 21st, 2017)

CREDIT AGREEMENT (this “Agreement”) dated as of July 18, 2017 among JBG SMITH PROPERTIES LP, a limited partnership organized and existing under the laws of the State of Delaware (“Borrower”), WELLS FARGO BANK, NATIONAL ASSOCIATION, as agent for the Banks (in such capacity, together with its successors in such capacity, “Administrative Agent”), and the other lenders signatory hereto (said lenders signatory hereto and the lenders who from time to time become Banks pursuant to Section 3.07 or 12.05 and, if applicable, any of the foregoing lenders’ Designated Lenders, each a “Bank” and collectively, the “Banks”).