EMPLOYMENT AGREEMENTEmployment Agreement • July 21st, 2017 • JBG SMITH Properties • Real estate investment trusts • Maryland
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”).
FIRST AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF JBG SMITH PROPERTIES LP Dated as of: July 17, 2017Limited Partnership Agreement • July 21st, 2017 • JBG SMITH Properties • Real estate investment trusts • Delaware
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.
TRANSITION SERVICES AGREEMENT DATED AS OF JULY 17, 2017 BETWEEN VORNADO REALTY TRUST AND JBG SMITH PROPERTIESTransition Services Agreement • July 21st, 2017 • JBG SMITH Properties • Real estate investment trusts • New York
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.”
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, 2017Agreement and Plan of Merger • July 21st, 2017 • JBG SMITH Properties • Real estate investment trusts • Delaware
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”).
DATED AS OF JULY 17, 2017 EMPLOYEE MATTERS AGREEMENTEmployee Matters Agreement • July 21st, 2017 • JBG SMITH Properties • Real estate investment trusts • New York
This EMPLOYEE MATTERS AGREEMENT (the “Agreement”), dated as of July 17, 2017, is by and among Vornado Realty Trust, a Maryland real estate investment trust (“Vornado”), Vornado Realty L.P., a Delaware limited partnership (“VRLP”), JBG SMITH Properties, a Maryland real estate investment trust (“Newco”), and JBG SMITH Properties LP, a Delaware limited partnership (“Newco LP”) and together with Vornado, VRLP and Newco, each a “Party” and collectively, the “Parties”).
ContractUnit Issuance Agreement • July 21st, 2017 • JBG SMITH Properties • Real estate investment trusts • Delaware
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.
TAX MATTERS AGREEMENT between VORNADO REALTY TRUST and JBG SMITH PROPERTIES dated as of July 17, 2017Tax Matters Agreement • July 21st, 2017 • JBG SMITH Properties • Real estate investment trusts • New York
THIS TAX MATTERS AGREEMENT (the “Agreement”) is dated as of July 17, 2017 by and between Vornado Realty Trust, a Maryland real estate investment trust (“Vornado”) and JBG SMITH Properties, a Maryland real estate investment trust and a Subsidiary of Vornado immediately prior to the Vornado Distribution (as defined below) (“Newco” and, together with Vornado, the “Parties,” and each, a “Party”). Unless otherwise indicated, all “Section” references in this Agreement are to Sections of the Agreement.
CONTRIBUTION AND ASSIGNMENT AGREEMENT Between JBG SMITH PROPERTIES LP and JBG/FUND VIII LEGACY, L.L.C. Dated as of July 18, 2017Contribution and Assignment Agreement • July 21st, 2017 • JBG SMITH Properties • Real estate investment trusts • New York
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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 21st, 2017 • JBG SMITH Properties • Real estate investment trusts • Maryland
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”).
SEPARATION AND DISTRIBUTION AGREEMENT BY AND AMONG VORNADO REALTY TRUST, VORNADO REALTY L.P., JBG SMITH PROPERTIES AND JBG SMITH PROPERTIES LP DATED AS OF JULY 17, 2017Separation and Distribution Agreement • July 21st, 2017 • JBG SMITH Properties • Real estate investment trusts • New York
This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of July 17, 2017 (this “Agreement”), is by and among Vornado Realty Trust, a Maryland real estate investment trust (“Vornado”), Vornado Realty L.P., a Delaware limited partnership (“Vornado OP”), JBG Smith Properties, a Maryland real estate investment trust (“Newco”), and JBG Smith Properties LP, a Delaware limited partnership (“Newco OP”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.
AMENDMENT NO. 1 TO MASTER TRANSACTION AGREEMENTMaster Transaction Agreement • July 21st, 2017 • JBG SMITH Properties • Real estate investment trusts • New York
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
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 21st, 2017 • JBG SMITH Properties • Real estate investment trusts • Maryland
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is entered into as of [ ], 2017, by and among JBG SMITH Properties, a Maryland real estate investment trust (the “Company” or the “Indemnitor”) and [ ] (the “Indemnitee”).
AGREEMENT AND PLAN OF MERGER Between JBG/OPERATING PARTNERS, L.P. and JBGS/OP MERGERCO, L.L.C. Dated as of July 17, 2017Agreement and Plan of Merger • July 21st, 2017 • JBG SMITH Properties • Real estate investment trusts • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated as of July 17, 2017 (this “Agreement”), is made and entered into by and between JBG/Operating Partners, L.P., a Delaware limited partnership (the “Merging Entity”), and JBGS/OP Mergerco, L.L.C., a Delaware limited liability company (the “Surviving Entity” and together with the Merging Entity, the “Parties”).
CONTRIBUTION AND ASSIGNMENT AGREEMENT Between JBG PROPERTIES, INC. and JBG SMITH PROPERTIES LP Dated as of July 18, 2017Contribution and Assignment Agreement • July 21st, 2017 • JBG SMITH Properties • Real estate investment trusts • New York
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”).
CREDIT AGREEMENT dated as of July 18, 2017, among JBG SMITH PROPERTIES LP, as Borrower,Credit Agreement • July 21st, 2017 • JBG SMITH Properties • Real estate investment trusts • New York
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”).
