FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF REPUBLIC PROPERTY LIMITED PARTNERSHIPRepublic Property Trust • November 29th, 2005 • Real estate investment trusts • Delaware
THIS FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP, dated as of [DATE], 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.
MICHAEL GREEN AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • November 29th, 2005 • Republic Property Trust • Real estate investment trusts • District of Columbia
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is dated as of November 23, 2005, by and between REPUBLIC PROPERTY TRUST, a Maryland real estate investment trust (the “Company”), and Michael Green (the “Executive”).
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 AGREEMENTSteven A. Grigg Noncompetition Agreement • November 29th, 2005 • Republic Property Trust • Real estate investment trusts • District of Columbia
THIS NONCOMPETITION AGREEMENT (this “Agreement”) is entered into as of , 2005 by and between Republic Property Trust, a Maryland real estate investment trust (the “Company”) and Steven A. Grigg (the “Executive”).
RICHARD L. KRAMER NONCOMPETITION AGREEMENTKramer Noncompetition Agreement • November 29th, 2005 • Republic Property Trust • Real estate investment trusts • District of Columbia
THIS NONCOMPETITION AGREEMENT (this “Agreement”) is entered into as of , 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”).
REPUBLIC PROPERTIES CORPORATION NONCOMPETITION AGREEMENTRepublic Properties Corporation Noncompetition Agreement • November 29th, 2005 • Republic Property Trust • Real estate investment trusts • District of Columbia
THIS NONCOMPETITION AGREEMENT (this “Agreement”) is entered into as of , 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.
GARY R. SIEGEL NONCOMPETITION AGREEMENTSiegel Noncompetition Agreement • November 29th, 2005 • Republic Property Trust • Real estate investment trusts • District of Columbia
THIS NONCOMPETITION AGREEMENT (this “Agreement”) is entered into as of the day of , by and between Republic Property Trust, a Maryland real estate investment trust (the “Company”) and Gary R. Siegel (the “Executive”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 29th, 2005 • Republic Property Trust • Real estate investment trusts • District of Columbia
THIS AGREEMENT, made and entered into as of , 2005 (the “Effective Date”), by and between MARK R. KELLER (the “Executive”) and REPUBLIC PROPERTY TRUST (the “Company”).
OPTION AGREEMENTOption 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”).
OPTION AGREEMENTOption 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”).
SERVICES AGREEMENTServices Agreement • November 29th, 2005 • Republic Property Trust • Real estate investment trusts • Delaware
THIS SERVICES AGREEMENT (this “Agreement”) is entered into as of November 29, 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”).
REPUBLIC PROPERTY TRUSTRestricted Share Agreement • November 29th, 2005 • Republic Property Trust • Real estate investment trusts
Republic Property Trust, a Maryland real estate investment trust (the “Company”), grants common shares of beneficial interest, $.01 par value (the “Shares”), of the Company to the Grantee named below, subject to the transfer and other conditions set forth in this cover sheet and the attachment (collectively, the “Agreement”). Additional terms and conditions of the grant are set forth in the Company’s 2005 Omnibus Long-Term Incentive Plan (the “Plan”).
MICHAEL GREEN AMENDED AND RESTATED NONCOMPETITION AGREEMENTNoncompetition Agreement • November 29th, 2005 • Republic Property Trust • Real estate investment trusts • District of Columbia
THIS AMENDED AND RESTATED NONCOMPETITION AGREEMENT (this “Agreement”) is entered into as of November 23, 2005 by and between Republic Property Trust, a Maryland real estate investment trust (the “Company”) and Michael Green (the “Executive”).
LEHMAN BROTHERS BANK FSB.Republic Property Trust • November 29th, 2005 • Real estate investment trusts
Lehman Brothers Bank, FSB hereby issues this commitment (the “Commitment”) to make, or cause an affiliate to make, a first mortgage loan on the Property described above (the “Loan”) to Presidents Park I LLC, Presidents Park II LLC and Presidents Park III LLC (collectively “Borrower”), each of which is, and shall at the time of the closing of the Loan be, a special purpose entity indirectly owned and controlled by RKB Washington Property Fund I L.P. (the “Sponsor”), or its successor in interest, on the terms and subject to the conditions described in this letter and the Mortgage Loan Terms and Conditions attached hereto as Exhibit A (the “Term Sheet”). Borrower and Sponsor expressly acknowledge and agree that Lender’s obligation to make this Loan is subject to, among other things, Lender’s satisfactory completion of its due diligence as specified in the Term Sheet and such other matters as Lender shall determine.
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • November 29th, 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.
