0001104659-05-051045 Sample Contracts

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”).

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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”).

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”).

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.

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”).

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.

DEVELOPMENT SERVICES RIGHTS AND MANAGEMENT SERVICES RIGHTS CONTRIBUTION AGREEMENT (REPUBLIC SQUARE II)
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 24th day of October, 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 660 North Capitol Street Property LLC, a Delaware limited liability company (“660 North Capitol”).

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

THIS CONTRIBUTION AGREEMENT (this “Agreement”) is entered into as of September 23, 2005 by and between RKB Washington Property Fund I L.P., a Delaware limited partnership (“RKB”), Republic Property Limited Partnership, a Delaware limited partnership (the “Operating Partnership”), solely for purposes of Article II hereof, the Founders (as defined in Article II) and, solely for purposes of Sections 2.10 and 2.11 hereof, the RKB Persons (as defined in Section 2.10).

DEVELOPMENT SERVICES RIGHTS AND MANAGEMENT SERVICES RIGHTS CONTRIBUTION AGREEMENT (PORTALS III)
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 September 23rd, 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”).

DEVELOPMENT SERVICES RIGHTS CONTRIBUTION AGREEMENT (CITY CENTER)
Development Services Rights Contribution Agreement • October 31st, 2005 • Republic Property Trust • Real estate investment trusts • Delaware

THIS DEVELOPMENT 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”).

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