Exhibit 10.5


 


DEVELOPMENT SERVICES RIGHTS
AND MANAGEMENT SERVICES RIGHTS

CONTRIBUTION AGREEMENT

(REPUBLIC SQUARE I)


 


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”).


 


W I T N E S S E T H


 


WHEREAS, in connection with
the initial public offering (the “IPO”) of the
common shares of beneficial interest, par value $.01 per share, of Republic
Property Trust, a Maryland real estate investment trust (the “REIT”), the REIT and the Operating Partnership and their
affiliates will complete a series of related transactions (collectively with
the IPO, the “IPO Transactions”);


 


WHEREAS, pursuant to that
certain Development Services Agreement made and entered into as of August 2004
between 25 Mass and RPC (the “Development Services
Agreement”), RPC provides development services to 25 Mass in
connection with the development, leasing and operation of an office building
with a street address of 25 Massachusetts Avenue, N.W., Washington, D.C. (the “Improvements’) that 25 Mass is constructing or intends to
construct on real property located in Square 625 in the District of Columbia,
which real property is described on Exhibit A attached to the Development
Services Agreement (the “Land” and
together with the Improvements, the “Property”);


 


WHEREAS, 25 Mass and RPC
acknowledge that RPC shall, upon completion of the Improvements, have the right
to provide property management services for the Property, including the right
to receive a property management fee; and


 


WHEREAS, in connection with
the IPO Transactions, RPC desires to contribute to the OP (i) the
Development Services Agreement, including all rights of RPC to receive the
Project Development Fee (as defined in the Development Services Agreement) and
all other fees payable to RPC under the Development Services Agreement accruing
from and after the date of such contribution and all other rights of RPC under
the Development Services Agreement, and (ii) the Management Services
Rights (as defined below).


 


NOW, THEREFORE, in
consideration of the foregoing premises, the mutual covenants and agreements
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree
as follows:


 


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1.             CONTRIBUTION


 


1.1           Contribution. 
Subject to the terms and conditions hereof, RPC agrees to contribute or
otherwise transfer to the Operating Partnership, and the Operating Partnership
agrees to acquire and accept from RPC, on the date of the Closing (as defined
in Section 5.1 below) all of RPC’s right, title and interest in and to the
Development Services Agreement, and all rights of RPC to provide to 25 Mass
property management services for the Property upon completion of the
Improvements (the “Management Services Rights”).


 


1.2           Issuance of Units.


 


(a)           Subject to the terms and conditions of this
Agreement, in exchange for the Development Services Agreement and the
Management Services Rights, the Operating Partnership shall issue to RPC, and
RPC shall receive, an aggregate of 48,347 Units, in a transaction intended to
qualify for nonrecognition of gain to RPC pursuant to Section 721 of the
Internal Revenue Code of 1986, as amended (the “Code”).  The rights of holders of the Units as of the
Closing will be as set forth in the Amended and Restated Agreement of Limited
Partnership of the Operating Partnership (the “Partnership
Agreement”).


 


(b)           The Operating Partnership shall issue the
Units to RPC (or, at the option of RPC, directly to RPC’s designees, in
accordance with written instructions provided to the Operating Partnership by
RPC setting forth the name and address of, and the number of Units received by,
each designee, provided that each such designee (i) makes each of the
representations and warranties set forth in Section 2.6, Section 2.10
and Section 2.13 hereof (and provides the Operating Partnership a
certificate to that effect) and (ii) has executed and delivered the
Limited Partner Acceptance attached hereto as Exhibit A (the “Limited Partner Acceptance”) pursuant to Section 1.3
hereof.  The name of RPC or, if
applicable, each designee, and the number of Units issued to RPC or, if applicable,
each designee, shall be recorded in the books and records of the Operating
Partnership.


 


1.3           Admission as a Limited
Partner.  Upon execution and delivery of the Limited Partner Acceptance by RPC and, if
their designees will receive the Units pursuant to Section 1.2(b) above,
each of such designees, at the Closing, and subject to the completion of the
Closing, RPC and if applicable, their designees, shall be admitted as limited
partners of the Operating Partnership and, as such, shall be subject to, and
bound by, the Partnership Agreement, including the power of attorney granted
therein and all the terms and conditions thereof.


 


1.4           Development Services Agreement.  In
consideration of performance under the Development Services Agreement, the
Operating Partnership or its assignees shall be entitled to be paid fees in an
amount equal to the remaining amount of the Project Development Fee (as defined
in the Development Services Agreement) accruing from and after the date of
Closing (as defined below).


 


1.5           Management Agreement.  Upon
completion of the Improvements, the Operating Partnership or its assignees and
25 Mass shall enter into a


 


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property management agreement (the “Management Agreement”) substantially in the form attached
hereto as Exhibit B, pursuant to which the Operating Partnership or
its assignees shall provide the Management Services Rights.  For purposes of the Property, “completion of
the Improvements” shall be deemed to have occurred upon the “Project Completion,” as that term in defined in the
Development Services Agreement.  Pursuant
to the Management Agreement, and in consideration of the performance of the
property management services by the Operating Partnership or its assignees
pursuant to the Management Services Rights, the Operating Partnership or its
assignees shall be paid a management fee equal to one percent (1%) of the gross
rental receipts of the applicable Property together with periodic payments for
the cost of labor and personnel overhead to provide such services.


 


1.6           Prohibition on Funding; Fee Disputes.


 


(a)           The REIT acknowledges that it and its
affiliates (including the Operating Partnership) shall be prohibited from
providing any funding, payments, credit, equity investments or any other
financial assistance to 25 Mass or its affiliates, and that the REIT shall
undertake all commercially reasonable efforts to promptly collect all monies
due pursuant to the terms hereof.


 


(b)           In the event that any material fee dispute
arises with respect to any of the services to be provided to 25 Mass or its
affiliates pursuant to the terms hereof, the “independent” members of the Board
of Trustees of the REIT (as defined in the REIT’s bylaws) shall undertake all
commercially reasonable efforts to promptly resolve any such fee dispute.


 


ARTICLE II:  REPRESENTATIONS AND WARRANTIES

OF RPC


 


As a material inducement to
the Operating Partnership to enter into this Agreement and to consummate the
transactions contemplated hereby, RPC hereby makes to the Operating Partnership
each of the representations, warranties and covenants set forth in this Article II.  Each Investor (as defined below), severally
and not jointly, hereby makes to the Operating Partnership, as to itself or
himself, each of the representations, warranties and covenants set forth in Section 2.6,
2.10 and 2.13 hereof.  The
representations and warranties set forth in this Article II are true and
correct as of the date hereof.


 


2.1           Organization and Standing.  RPC
is a corporation duly organized, validly existing and in good standing under
the law of its jurisdiction of organization, and has the requisite corporate
power and authority to own and operate its assets, to carry on its business as
currently conducted, and to execute and deliver this Agreement and to carry out
the transactions contemplated hereby. 
RPC is duly qualified to conduct business as a foreign corporation where
necessary and is in good standing in the states in which it is so qualified.


 


2.2           Intentionally left blank.


 


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2.3           Authority.   RPC has the full right,
authority, power and/or capacity (a) to enter into this Agreement and each
agreement, document and instrument to be executed and delivered pursuant to
this Agreement; (b) to carry out the transactions contemplated hereby and
thereby; and (c) to transfer, sell and deliver all of its right, title and
interest in and to the Development Services Agreement and the Management
Services Rights to the Operating Partnership (or its designee) in accordance
with this Agreement.  This Agreement and
each agreement, document and instrument executed and delivered by or on behalf
of RPC pursuant to this Agreement constitutes, or when executed and delivered
will constitute, the legal, valid and binding obligation of RPC, each
enforceable in accordance with its respective terms.


 


2.4           Noncontravention.  Neither the entry into nor the performance
of, or compliance with, this Agreement by RPC has resulted, or will result, in
any violation of, or default under, or result in the acceleration of, any
obligation under its charter, or any material mortgage, indenture, lien
agreement, note, contract, permit, judgment, decree, order, restrictive
covenant, statute, rule, or regulation applicable to RPC or under the
Development Services Agreement.


 


2.5           Litigation.  There is no litigation or proceeding, either judicial or
administrative, pending or, to RPC’s knowledge, threatened, affecting all or
any portion of the Development Services Agreement or RPC’s ability to
consummate the transactions contemplated hereby.  There is no outstanding order, writ,
injunction or decree of any court, government, governmental entity or authority
or arbitration against or affecting all or any portion of the Development
Services Agreement, which in any such case would impair RPC’s ability to enter
into and perform all of RPC’s obligations under this Agreement.


 


2.6           Status as a United States Person.   RPC and each of RPC’s designees who receive
Units hereunder (RPC and its designees are referred to collectively as the “Investors”) is not a foreign person within the meaning of Section 1445
of the Code (“Section 1445”).  RPC’s U.S. taxpayer identification number
that has previously been provided to the Operating Partnership is correct.  RPC’s office address is that most recent
address previously provided to the Operating Partnership.  At the time of Closing, RPC shall provide to
the Operating Partnership a certificate of non-foreign status substantially in
the form provided in Section 1.1445-5(b)(3)(D) of the Treasury
regulations.


 


2.7           No Insolvency Proceedings.  No attachments, execution proceedings,
assignments for the benefit of creditors, insolvency, bankruptcy,
reorganization or other proceedings are pending or, to the knowledge of RPC,
threatened against RPC, nor are any such proceedings contemplated by RPC.


 


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2.8           No Brokers.  RPC has not entered into, and
covenants that it will not enter into, any agreement, arrangement or
understanding with any person or firm which will result in the obligation of
the Operating Partnership to pay any finder’s fee, brokerage commission or
similar payment in connection with the transactions contemplated hereby (other
than underwriting fees paid in connection with the IPO).


 


2.9           Consents.  Except as may otherwise be set forth in this
Agreement, each consent, approval, authorization, order, license, certificate,
permit, registration, designation, or filing by or with any governmental agency
or third party, including lender consents, 
necessary for the execution, delivery, and performance of this Agreement
or the transactions contemplated hereby by RPC has been obtained or will be
obtained on or before the Closing.


 


2.10         Securities Law Matters; Transfer Restrictions.


 


(a)           RPC and each of the Investors acknowledge
that the Operating Partnership intends for the offer and issuance of the Units
to be exempt from registration under the Securities Act of 1933, as amended
(the “Securities Act”), and applicable state
securities laws.


 


(b)           Each Investor acknowledges that it is an “accredited
investor” within the meaning of the federal securities laws.


 


(c)           Each Investor will acquire the Units for its
own account and not with a view to, or for sale in connection with, any “distribution”
thereof within the meaning of the Securities Act.


 


(d)           Each Investor has sufficient knowledge and experience in financial, tax and
business matters to enable it to evaluate the merits and risks of investment in
the Units.  Each Investor has the ability
to bear the economic risk of acquiring the Units.  Each Investor acknowledges that (i) the
transactions contemplated by this Agreement involve complex tax consequences
for the Investor, and each Investor is relying solely on the advice of such
person’s own tax advisors in evaluating such consequences, (ii) the
Operating Partnership has not made (nor shall it be deemed to have made) any
representations or warranties as to the tax consequences of such transaction to
the Investor, and (iii) references in this Agreement to the intended tax
effect of the transactions contemplated hereby shall not be deemed to imply any
representation by the Operating Partnership as to a particular tax effect that
may be obtained by the Investor.  The Investors
remain solely responsible for all tax matters relating to such persons.


 


(e)           Each Investor has been supplied with, or had
access to, information to which a reasonable investor would attach significance
in making an investment decision to acquire the Units and any other information
such Investor has requested.


 


(f)            Each Investor acknowledges that there are
substantial restrictions on the transferability of the Units and that the Units
will not be registered under the Securities Act or any state securities laws,
and the Investor has no right to require that they be so registered.  Each Investor agrees that any Units it
acquires will not


 


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be sold in the absence of registration unless
such sale is exempt from registration under the Securities Act and applicable
state securities laws.


 


(g)           Each Investor understands that no federal
agency (including the Securities and Exchange Commission) or state agency has
made or will make any finding or determination as to the fairness of an
investment in the Units (including as to the number of Units (or their value)
issued pursuant to this Agreement).


 


(h)           Each Investor understands that there is no
established public, private or other market for the Units acquired by such
Investor hereunder and it is not anticipated that there will be any public,
private or other market for such Units in the foreseeable future.


 


(i)            Each Investor understands that Rule 144
promulgated under the Securities Act is not currently available with respect to
the sale of Units.


 


2.11         Status of the Property.  To
the best knowledge of RPC, (i) 25 Mass has good and valid fee simple
marketable title to the Property subject only to those liens, encumbrances and
other matters of record, none of which would materially impair the construction
of the Improvements; (ii) the Property is subject to no mortgages or other
similar liens of record (iii) 25 Mass has all permits, licenses and other
governmental authorizations necessary for the ownership, use and operation of
the Property, (iv) 25 Mass and the Property are in compliance with all
applicable zoning, subdivision, and other laws, statutes, regulations and
ordinances and building codes applicable to 25 Mass and the Property and have
received no notices of violation thereof, (v) the Property is served by
all necessary public utilities, (vi) all taxes imposed upon the Property
or upon the operation of the Property have been paid and all returns required
to be filed in connection therewith have been filed, (vii) there has been
no disposal, spill, discharge, emission or release of any Hazardous Material on
the Property and there are no Hazardous Materials located in, at, on, or under,
the Property, in each case that is reasonably likely to require investigation,
removal, remedial or corrective action, or the incurrence of any liability, by
25 Mass under any Environmental Law, (viii) there has not been any
underground or aboveground storage tank or other underground storage receptacle
or related piping, or any impoundment or other storage, treatment or disposal
area containing Hazardous Materials located on the Property, and no asbestos or
polychlorinated biphenyls have been used or disposed of, or have been located
at, on, or under the Property, and (ix) no lien has been recorded against
the Property under any Environment Law.


 


For the purposes of this Section 2.11
the term “Environmental Laws” shall mean any laws (including, without
limitation, the Comprehensive Environmental Response, Compensation, and Liability
Act), including any plans, other criteria, or guidelines promulgated pursuant
to such Laws, now or hereafter in effect relating to the generation,
production, installation, use, storage, treatment, transportation, release,
threatened release, or disposal of Hazardous Materials, noise control, or the
protection of human health, safety, natural resources, animal health or
welfare, or the environment and the term “Hazardous Materials” shall mean any
wastes, substances, radiation, or materials (whether solids, liquids or gases) (i) which
are hazardous, toxic, infectious, explosive, radioactive, carcinogenic, or
mutagenic; (ii) which are or become defined as a “pollutants” “contaminants”,
“hazardous materials,” “hazardous wastes,” “hazardous substances,” “toxic


 


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substances,” “radioactive materials,” “solid
wastes,” or other similar designations in, or otherwise subject to regulation
under, any Environmental Laws; (iii) the presence of which on the Property
cause or threaten to cause a nuisance pursuant to applicable statutory or
common law upon the Property or to adjacent properties; (iv) without
limitation, which contain polychlorinated biphenyls (PCBs), asbestos and
asbestos-containing materials, lead-based paints, urea-formaldehyde foam
insulation, and petroleum or petroleum products (including, without limitation,
crude oil or any fraction thereof) or (v) which pose a hazard to human
health, safety, natural resources, industrial hygiene, or the environment, or
an impediment to working conditions.


 


2.12         Development Services Agreement.  The
Development Services Agreement is in full force and effect and to the knowledge
of RPC, neither RPC nor 25 Mass is in default thereunder.  RPC shall timely perform all of its
obligations thereunder.


 


2.13         Reliance.   RPC
acknowledges that the Operating Partnership may rely upon the representations
and warranties in this Article II in determining whether to enter into
this Agreement.  RPC agrees to indemnify,
defend and hold harmless the Operating Partnership and the officers, directors
and affiliates thereof, and any employees or agents of any of the foregoing,
against any and all loss, liability, claim, damage or expense whatsoever
(including, but not limited to, any and all expenses, including attorneys’
fees, reasonably incurred in investigating, preparing or defending against any
claim or litigation commenced or threatened) due to or arising out of a breach
of any such representations or warranties.


 


Each
Investor agrees, severally and not jointly, to indemnify, defend and hold
harmless the Operating Partnership and the officers, directors and affiliates
thereof, and any employees or agents of any of the foregoing, against any and
all loss, liability, claim, damage or expense whatsoever (including, but not
limited to, any and all expenses, including attorneys’ fees, reasonably
incurred in investigating, preparing or defending against any claim or
litigation commenced or threatened) due to or arising out of a breach of such
Investor’s representations in Sections 2.6 and 2.10 hereof; provided, however,
the indemnification obligation of the Investor hereunder is limited in the case
of each Investor to the value of the Units such Investor will receive in
connection with this Agreement based on the initial public offering price in
the IPO.


 


ARTICLE III:  REPRESENTATIONS AND WARRANTIES

OF THE OPERATING PARTNERSHIP


 


As a material inducement to
RPC to enter into this Agreement and to consummate the transactions
contemplated hereby, the Operating Partnership hereby makes to RPC each of the
representations, warranties and covenants set forth in this Article III.  The representations and warranties set forth
in this Article III are true and correct as of the date hereof.


 


3.1           Organization and Standing.  The
Operating Partnership is a limited partnership duly organized, validly existing
and in good standing under Delaware law, and has the requisite partnership
power and authority to own and operate its assets, to carry on its business as
currently conducted, to execute and deliver this Agreement and to carry out the
transactions contemplated hereby.  The
Operating Partnership is duly qualified to


 


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conduct business as a foreign partnership
where necessary and is in good standing in the states in which it is so
qualified.


 


3.2           Authority.   The Operating Partnership has
full right, authority, power and capacity (a) to enter into this Agreement
and each agreement, document and instrument to be executed and delivered by or
on behalf of the Operating Partnership pursuant to this Agreement; (b) to
carry out the transactions contemplated hereby and thereby; and (c) to
transfer, sell and deliver the Units to RPC (or its designees) in accordance
with this Agreement.  This Agreement and
each agreement, document and instrument executed and delivered by or on behalf
of the Operating Partnership pursuant to this Agreement constitutes, or when
executed and delivered will constitute, the legal, valid and binding obligation
of the Operating Partnership, each enforceable in accordance with its
respective terms.


 


3.3           Noncontravention.   Neither the entry into nor the performance
of, or compliance with, this Agreement by the Operating Partnership has
resulted, or will result, in any violation of, or default under, or result in
the acceleration of, any obligation under its agreement of limited partnership,
or any material mortgage, indenture, lien agreement, note, contract, permit,
judgment, decree, order, restrictive covenant, statute, rule, or regulation
applicable to the Operating Partnership.


 


3.4.          Litigation.  There is no litigation or
proceeding, either judicial or administrative, pending or, to the Operating
Partnership’s knowledge,
threatened, affecting all or any portion of the Units or the Operating
Partnership’s ability to
consummate the transactions contemplated hereby.  There is no outstanding order, writ,
injunction or decree of any court, government, governmental entity or authority
or arbitration against or affecting all or any portion of the Units, which in
any such case would impair the Operating Partnership’s ability to enter into and perform all of the Operating
Partnership’s obligations under
this Agreement.


 


3.5           Units Validly Issued.  The Units, when issued, will have been duly
and validly authorized and issued, free of any preemptive or similar rights,
without any obligation to restore capital except as required by the Delaware
Revised Uniform Limited Partnership Act (the “Limited
Partnership Act”) or as agreed between the Operating Partnership and
any limited partner in the Operating Partnership.


 


3.6           No Brokers.  The Operating Partnership has not entered into, and covenants that it
will not enter into, any agreement, arrangement or understanding with any
person or firm which will result in the obligation of RPC to pay any finder’s
fee, brokerage commission or similar payment in connection with the
transactions contemplated hereby


 


3.7           Consents. 
Except as may otherwise be set forth in this Agreement, each consent,
approval, authorization, order, license, certificate, permit, registration,
designation, or filing by or with any governmental agency or body necessary for
the execution, delivery, and performance of this Agreement or the transactions
contemplated hereby by the Operating Partnership has been obtained or will be
obtained on or before the Closing.


 


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3.8           Reliance.  The Operating Partnership
acknowledges that RPC may rely upon the representations and warranties in this Article III
in determining whether to enter into this Agreement.  The Operating Partnership agrees to
indemnify, defend and hold harmless RPC and the officers, directors and
affiliates thereof, and any employees or agents of any of the foregoing,
against any and all loss, liability, claim, damage or expense whatsoever
(including, but not limited to, any and all expenses, including attorneys’
fees, reasonably incurred in investigating, preparing or defending against any
claim or litigation commenced or threatened) due to or arising out of a breach
of any such representations or warranties.


 


ARTICLE IV:  CONDITIONS TO CLOSING


 


4.1           Conditions to the Operating Partnership’s
Obligation to Close.  The obligation of the Operating Partnership to
consummate the Closing is subject to the fulfillment, at or prior to the
Closing, of the following conditions (unless such conditions are waived in
writing by the Operating Partnership):


 


(a)           IPO Transactions.  The
IPO Transactions shall have occurred (or shall be occurring simultaneously with
the Closing).


 


(b)           Representations and Warranties.  The
representations and warranties made by RPC (and in the case of Sections 2.6 and
2.10, the Investors) pursuant to this Agreement shall be true and correct in all
material respects when made, and on and as of the Closing, as though such
representations and warranties were made on the Closing.


 


(c)           Performance.  RPC shall have performed and
complied with all agreements and covenants that it is required to perform or
comply with pursuant to this Agreement prior to the Closing in all material
respects.


 


(d)           Legal Proceedings.  No
order, statute, rule, regulation, executive order, injunction, stay, decree, or
restraining order shall have been enacted, entered, promulgated or enforced by
any court of competent jurisdiction or governmental entity that prohibits the
consummation of the transactions contemplated hereby, and no litigation or
governmental proceeding seeking such an order shall be pending or threatened.


 


(e)           Consents and Approvals.  All
necessary consents of governmental and private parties to effect the
transactions contemplated by this Agreement, including, without limitation,
consents of lenders, shall have been obtained.


 


(f)            25 Mass Development Services Agreement.  The
25 Mass Development Services Agreement shall be in full force and effect and
neither of the parties thereto shall be in default thereunder.


 


4.2           Conditions to RPC’s Obligation to Close.  The
obligation of RPC to consummate the Closing is subject to the fulfillment, at
or prior to the Closing, of the following conditions (unless such conditions
are waived in writing by RPC):


 


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(a)           Representation and Warranties.  The
representations, warranties and covenants of the Operating Partnership
contained in this Agreement shall be true and correct as of the Closing.


 


(b)           Performance.  The Operating Partnership
shall have performed and complied with all agreements and covenants that it is
required to perform or comply with pursuant to this Agreement prior to the
Closing in all material respects.


 


(c)           Legal Proceedings.  No
order, statute, rule, regulation, executive order, injunction, stay, decree, or
restraining order shall have been enacted, entered, promulgated or enforced by
any court of competent jurisdiction or governmental entity that prohibits the
consummation of the transactions contemplated hereby, and no litigation or
governmental proceeding seeking such an order shall be pending or threatened.


 


(d)           Consents and Approvals.  All
necessary consents of governmental and private parties to effect the
transactions contemplated by this Agreement shall have been obtained.


 


4.3           Further Assurances.  Each
of the parties herein shall execute and deliver all such other and further
instruments and documents and take or cause to be taken all such other and
further actions that any other party may reasonably request in order to effect
the transactions contemplated by this Agreement.


 


ARTICLE V:  CLOSING; CLOSING DELIVERIES


 


5.1           Closing.  The closing hereunder (the “Closing”) shall occur on the same day as the closing of the
IPO, as close in time to the closing of the IPO as is reasonably practicable
under the circumstances.


 


5.2           Closing Deliveries by RPC.  At
the Closing, RPC shall deliver to the Operating Partnership:


 


(i)            a duly executed Assignment and Assumption
Agreement, substantially in the form attached hereto as Exhibit C (“Assignment Agreement”), pursuant to which RPC shall convey
to the Operating Partnership or its designee title to the Development Services
Agreement and Management Services Rights;


 


(ii)           a duly executed Limited Partner Acceptance
executed by the appropriate Investor; and


 


(iii)          a certificate of non-foreign status in a form
acceptable to the Operating Partnership.


 


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5.3           Closing Deliveries by the Operating
Partnership. At the Closing,
the Operating Partnership shall deliver to RPC or, if applicable, the
Investors, the following:


 


(i)            the Units; and


 


(ii)           a duly executed Assignment Agreement.


 


ARTICLE VI:  MISCELLANEOUS


 


6.1           Term of Agreement.  This Agreement may be terminated by the
mutual consent of the parties at any time before the Closing.  If the Closing does not occur by September 30,
2006, this Agreement shall be deemed terminated and shall be of no further
force and effect and neither the Operating Partnership nor RPC or any Investor
shall have any further obligations pursuant to this Agreement except as
specifically set forth in this Agreement.


 


6.2           Amendment; Consent of Independent Trustees;
Waiver.  Any amendment hereto shall be effective only
if signed by all parties hereto.  Any
amendment hereto after the date of Closing is subject to the pre-approval of a
majority of the “independent” members of the Board of Trustees of the REIT (as
defined in the REIT’s bylaws), as general partner of the Operating Partnership,
and no amendment may occur without such pre-approval.  No waiver of any provisions of this Agreement
shall be valid unless in writing and signed by the party against whom
enforcement is sought.


 


6.3           Entire Agreement; Counterparts; Applicable
Law.  This Agreement (a) shall, together with
the Partnership Agreement, constitute the entire agreement and supersedes all
prior agreements and understandings, both written and oral, among the parties
with respect to the subject matter hereof, (b) may be executed in one or
more counterparts, each of which will be deemed an original and all of which
shall constitute one and the same instrument, and (c) shall be governed in
all respects, including validity, interpretation and effect, by the laws of the
State of Delaware without giving effect to the conflict of law provisions
thereof.


 


6.4           Assignability.  This
Agreement shall be binding upon, and shall be enforceable by and inure to the
benefit of, the parties hereto and their respective successors and assigns;
provided, however, that this Agreement may not be assigned (except by operation
of law) by any party without the prior written consent of the other party, and
any attempted assignment without such consent shall be void and of no effect;
provided further, that this Agreement may be assigned by the
Operating Partnership or its assigns, without the prior written of 25 Mass, in
whole or in part or to or among any other affiliate of the Operating
Partnership, including, without limitation, to Republic Property TRS, LLC, and
upon such assignment, the assignee shall have the exclusive right and
obligation to provide any services hereunder.


 


6.5           Severability.  If
any provision of this Agreement, or the application thereof, is for any reason
held to any extent to be invalid or unenforceable, the remainder of this
Agreement and application of such provision to other persons or circumstances
will be interpreted so as reasonably to effect the intent of the parties
hereto.


 


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6.6           Equitable Remedies.  The
parties hereto agree that irreparable damage would occur if any provision of
this Agreement was not performed in accordance with its specific terms or was
otherwise breached.  It is accordingly
agreed that the parties shall be entitled to an injunction or injunctions to
prevent breaches of this Agreement and to enforce specifically the terms and
provisions hereof in any federal or state court located in the State of
Delaware (as to which the parties agree to submit to jurisdiction for the
purposes of such action), this being in addition to any other remedy to which
they are entitled at law or in equity.


 


6.7           Survival.  It is the express intention
and agreement of the parties hereto that the representations, warranties and
covenants of the parties set forth in this Agreement shall survive the
consummation of the transactions contemplated hereby.


 


6.8           Third Party
Beneficiary.   Except as specifically set forth in this
Agreement, no provision of this Agreement is intended, nor shall it be
interpreted, to provide or create any third party beneficiary rights or other
rights of any kind in any customer, affiliate, stockholder, partner, member,
director, officer, or employee of any party to this Agreement or any other
person or entity.


 


6.9           Termination of Development Services Agreement
Upon a Change of Control.


 


(a)           Upon the occurrence of a “Change of Control”
(hereafter defined) of the REIT, 25 Mass shall have the right to terminate the
Development Services Agreement by delivering notice of termination to the REIT
(or successor) within thirty (30) days after such Change of Control.


 


(b)           For purposes hereof, a “Change of
Control” of the REIT shall mean:


 


(i)            Any “Person” (having the meaning ascribed to
such term in Section 3(a)(9) of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”)
and used in Sections 13(d) and 14(d) thereof, including a “group” within
the meaning of Section 13(d)(3)) has or acquires beneficial ownership
(within the meaning of Rule 13d-3 promulgated under the Exchange Act) of
fifty percent (50%) percent or more of the combined voting power of Republic’s
then outstanding voting securities entitled to vote generally in the election
of trustees (“Voting Securities”);
provided, however, that in determining whether a Change in Control has
occurred, Voting Securities which are held or acquired by the following: (1) Republic,
Richard L. Kramer (“Kramer”),
Steven A. Grigg (“Grigg”) or Mark
R. Keller or any of their Affiliates (as defined below) or (2) an employee
benefit plan (or a trust forming a part thereof) maintained by Republic or any
of its Affiliates (the persons or entities described in (1) and (2) shall
collectively be referred to as the “Excluded
Group”), shall not constitute a Change in Control.


 


(ii)           Kramer or Grigg ceases to be a member of the
Republic Board of Trustee (the “Board”)
for any reason other than (1) death or voluntary resignation by Kramer or
Grigg, as the case may be, (2) removal of Kramer or Grigg for cause in
accordance with Republic’s charter, or (3) resignation following a
termination by Republic of the employment of Kramer or Grigg, as the case may
be, for “Cause” pursuant to any Employment Agreement executed by Kramer or
Grigg, as the case may be.


 


12





















 


(iii)          The individuals who are members of the Board
as of date of the IPO (the “Incumbent Board”)
cease for any reason to constitute more than fifty (50%) percent of the Board;
provided, however, that any individual who becomes a member of the Board
subsequent to the IPO, whose election, or nomination for election by the REIT’s
shareholders, was approved by a vote of at least two-thirds of those
individuals who are members of the Board and who were also members of the
Incumbent Board (or deemed to be such pursuant to this provision) shall be
considered as though such individual were a member of the Incumbent Board; and
provided further, however, that any such individual whose initial assumption of
office occurs as a result of or in connection with an actual or threatened
solicitation of proxies or consents by or on behalf of a Person other than the
Board shall not be considered a member of the Incumbent Board.


 


(iv)          A consummation of a merger, consolidation or
reorganization or similar event involving the REIT, whether in a single
transaction or in a series of transactions (“Business
Combination”), unless, following such Business Combination:


 


(1)           the Persons with Beneficial Ownership of
Republic, immediately before such Business Combination, have Beneficial
Ownership of more than fifty (50%) percent of the combined voting power of the
then outstanding voting securities entitled to vote generally in the election
of directors of the corporation (or in the election of a comparable governing
body of any other type of entity) resulting from such Business Combination
(including, without limitation, an entity which as a result of such transaction
owns Republic or all or substantially all of Republic’s assets either directly
or through one or more subsidiaries) (the “Surviving
Company”);


 


(2)           the individuals who were members of the
Incumbent Board immediately prior to the execution of the initial agreement
providing for such Business Combination constitute more than fifty (50%)
percent of the members of the board of directors (or comparable governing body
of a noncorporate entity) of the Surviving Company; and


 


(3)           no Person (other than a member of the
Excluded Group or any Person who immediately prior to such Business Combination
had Beneficial Ownership of thirty percent (30%) or more of the then Voting
Securities) has Beneficial Ownership of fifty percent (50%) percent or more of
the then combined voting power of the Surviving Company’s then outstanding
voting securities;


 


(v)           The assignment, sale, conveyance, transfer,
lease or other disposition of all or substantially all of the assets of the
REIT to any Person (other than the REIT or any of its Affiliates, or an
employee benefit plan (or related trust) sponsored or maintained by the REIT or
any of its Affiliates) unless, immediately following such disposition, the
conditions set forth in paragraph (iv)(1), (2) and (3) above will be
satisfied with respect to the entity which acquires such assets.  For purposes of this Agreement, “Affiliate”
shall mean any entity that is directly or indirectly controlled by, in control
of or under common control with Republic; or


 


(vi)          The occurrence of a liquidation or
dissolution of the REIT not in connection with any transaction described in
paragraphs (d) and (e) above.


 


13





















 


6.10         Termination of Management Agreement. 
Notwithstanding anything to the contrary herein, either party shall have
the right to terminate the Management Agreement with thirty (30) days written
notice to the other party.


 


14





















 


IN WITNESS WHEREOF, each of
the parties hereto has caused this Agreement to be duly executed, delivered and
sealed in its name on its behalf, all as of the day and year first above
written.


 


	
  RPC:

  
	
   

  
	
  REPUBLIC PROPERTIES CORPORATION

  
	
   

  
	
  By:

  	
  /s/ Steven A. Grigg

  	
   

  
	
  Name: Steven A. Grigg

  
	
  Title: President

  
	
   

  
	
   

  
	
  OPERATING PARTNERSHIP:

  
	
   

  
	
  REPUBLIC PROPERTY LIMITED PARTNERSHIP

  
	
   

  
	
  By:

  	
  REPUBLIC PROPERTY TRUST,

  
	
   

  	
  General Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark R. Keller

  	
   

  
	
   

  	
  Name:

  	
  Mark R. Keller

  
	
   

  	
  Title:

  	
  Chief Executive Officer

  
	
   

  
	
   

  
	
  25 MASS:

  
	
   

  
	
  25 Massachusetts Avenue Property LLC

  
	
   

  
	
  By:

  	
  25 MASSACHUSETTS AVENUE PARTNERS, LLC,

  
	
   

  	
  sole member

  
	
   

  
	
   

  	
  By:

  	
  REPUBLIC SQUARE LIMITED

  PARTNERSHIP, sole member

  
	
   

  
	
   

  	
   

  	
  By:

  	
  DOWNTOWN PROPERTIES

  CORPORATION, General Partner

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Steven A. Grigg

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Steven A. Grigg

  
	
   

  	
   

  	
  Title:

  	
  President

  
								



 


 


[Signature Page to
Republic Square I Contribution Agreement]