CONTRIBUTION AND SALE AGREEMENTContribution and Sale Agreement • May 24th, 2007 • Dividend Capital Total Realty Trust Inc. • Real estate investment trusts • Colorado
THIS CONTRIBUTION AND SALE AGREEMENT (this "Agreement") is made and entered into as of April 25, 2007 (the "Effective Date") among JDN REAL ESTATE-APEX L.P., a Georgia limited partnership ("Apex"), JDN DEVELOPMENT COMPANY, INC., a Delaware corporation ("JDN"), DEVELOPERS DIVERSIFIED REALTY CORPORATION, an Ohio corporation ("DDR"), MT. NEBO POINTE LLC, an Ohio limited liability company ("Mt. Nebo"), CENTERTON SQUARE LLC, a Delaware limited liability company ("Centerton", each of Apex, JDN, DDR, Mt. Nebo and Centerton, a "Contributor" and collectively, the "Contributors"), DIVIDEND CAPITAL TOTAL REALTY OPERATING PARTNERSHIP LP, a Delaware limited partnership ("TRT"), and TRT DDR VENTURE I GENERAL PARTNERSHIP, a Delaware general partnership ("Joint Venture").
Closing Document E PARTNERSHIP AGREEMENT OF TRT DDR VENTURE I GENERAL PARTNERSHIP A Delaware General Partnership Dated as of May 11, 2007Partnership Agreement • May 24th, 2007 • Dividend Capital Total Realty Trust Inc. • Real estate investment trusts • Delaware
THIS PARTNERSHIP AGREEMENT (this "Agreement") of TRT DDR VENTURE I GENERAL PARTNERSHIP (the "Partnership") is made as of the 11th day of May, 2007, by and between DDR TRT GP LLC, a Delaware limited liability company ("DDR"), and TRT-DDR Joint Venture I Owner LLC, a Delaware limited liability company ("TRT").
QuickLinks -- Click here to rapidly navigate through this documentDividend Capital Total Realty Trust Inc. • May 24th, 2007 • Real estate investment trusts • New York
FOR VALUE RECEIVED, the undersigned, CENTERTON SQUARE LLC, TRT DDR BEAVER CREEK LLC, and TRT DDR MT. NEBO LLC, each a Delaware limited liability company, as borrower (individually and/or collectively, as the context may require, "Borrower"), each having an address at c/o Developers Diversified Realty Corporation, 3300 Enterprise Parkway, Beachwood, Ohio 44122, promises to pay to the order of WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association (together with its successors and assigns, "Lender"), at the office of Lender at Commercial Real Estate Services, 8739 Research Drive URP—4, NC 1075, Charlotte, North Carolina 28262, or at such other place as Lender may designate to Borrower in writing from time to time, the principal sum of ONE HUNDRED TEN MILLION AND NO/100 DOLLARS ($110,000,000), together with interest on so much thereof as is from time to time outstanding and unpaid, from the date of the advance of the principal evidenced hereby, at the rate of five and 51/100t
