Exhibit 10.4


 


CONTRIBUTION AGREEMENT

(RKB FUND)


 


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).


 


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


 


WHEREAS, in connection with
the IPO Transactions, RKB desires to contribute to the Operating Partnership,
and the Operating Partnership desires to acquire, all of RKB’s right, title and
interest in and to the interests held by RKB listed on Exhibit A
hereto (the “Interests”) and any other assets
owned by RKB (the “Other Assets”) in
exchange for Class A units of limited partnership interest (the “Units”) in the Operating Partnership, on the terms and
subject to the conditions set forth herein; and


 


WHEREAS, the Investor
Committee of RKB has approved the execution and delivery of this Agreement by
RKB in accordance with the terms of the partnership agreement of RKB.


 


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


 


ARTICLE I:  CONTRIBUTION


 


1.1           Contribution.


 


(a)           Subject to the terms and conditions hereof,
RKB agrees to contribute or otherwise transfer to the Operating Partnership,
and the Operating Partnership agrees to acquire and accept from RKB, on the
date of the Closing (as defined below), all of RKB’s right, title and interest
in and to (i) the Interests, and (ii) the Other Assets.


 


(b)           Subject to the terms and conditions hereof,
at the Closing, the Operating Partnership agrees to assume from RKB and
thereafter pay, honor, 


 





















 


discharge and perform, in
accordance with their respective terms, all of RKB’s liabilities and
obligations (the “Assumed Liabilities”).


 


(c)           The Operating Partnership reserves the right
not to acquire any particular Interest or Other Asset if it determines, in its
sole and absolute discretion, that the acquisition thereof would not be
appropriate for the Operating Partnership.


 


1.2           Issuance of Units


 


(a)           Subject to the terms and conditions of this
Agreement, in exchange for the Interests and Other Assets, the Operating
Partnership shall issue to RKB, and RKB shall receive 11,090,411 Units, in a
transaction intended to qualify for nonrecognition of gain to RKB 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 RKB or, at the option of RKB, directly to RKB’s partners (or their
designees), in accordance with written instructions provided to the Operating
Partnership by RKB (or RKB’s partners) setting forth the name and address of,
and the number of Units received by, each partner or other person, provided
that each such person (i) makes each of the representations and warranties
set forth in Section 2.10 hereof and (ii) has executed and delivered
the Limited Partner Acceptance attached hereto as Exhibit B (the “Limited Partner Acceptance”) pursuant to Section 1.3
hereof.  The name of RKB or, if
applicable, each partner or other person, and the number of Units issued to RKB
or, if applicable, each partner or other person, 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 RKB and, if
the partners of RKB or their designees will receive the Units pursuant to Section 1.2(b) above,
each of such persons, at the Closing, and subject to the completion of the
Closing, RKB and if applicable, the partners of RKB or such other persons,
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.


 


ARTICLE II:  REPRESENTATIONS AND WARRANTIES OF RKB


 


As a material inducement to
the Operating Partnership to enter into this Agreement and to consummate the
transactions contemplated hereby, RKB and Richard L. Kramer, Steven A. Grigg
and Mark R. Keller (collectively, the “Founders”),
severally and not jointly, hereby make to the Operating Partnership each of the
representations, warranties and covenants set forth in this Article II 


 


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(other than Section 2.10 hereof as it
relates to any RKB Person other than RKB). 
Each RKB Person, severally and not jointly, hereby makes to the
Operating Partnership, as to itself, each of the representations, warranties
and covenants set forth in Section 2.10 and 2.11 hereof.  The representations and warranties set forth
in this Article II are true and correct as of the date hereof.


 


2.1           Title to the Interests and Other Assets.  RKB
owns, directly or indirectly, and at the Closing will own beneficially and of
record, free and clear of any claim, lien (including tax liens), option,
charge, security interest, mortgage, deed of trust, encumbrance, rights of
assignment, purchase rights or other rights of any nature whatsoever of any
third party, and has or will have at the Closing full power and authority to
convey the Interests and Other Assets and, upon delivery of an assignment by
RKB conveying such Interests and Other Assets against payment of the
consideration for such Interests and Other Assets as herein provided, the
Operating Partnership (or its designee) will acquire good and valid title
thereto.


 


2.2           Organization and Standing.  RKB
is a limited partnership and each of the entities listed on Exhibit A
hereto (the “LLC Entities”) is a limited
liability company, in each case duly organized, validly existing and in good
standing under the law of its jurisdiction of organization, and has the
requisite partnership or limited liability company power and authority to own
and operate its assets, to carry on its business as currently conducted, and,
in the case of RKB only, to execute and deliver this Agreement and to carry out
the transactions contemplated hereby.  Each
of RKB and each LLC Entity is duly qualified to conduct business as a foreign
limited partnership or limited liability company, as the case may be, where
necessary and is in good standing in the states in which it is so qualified.


 


2.3           Authority.  RKB 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 RKB
pursuant to this Agreement; (b) to carry out the transactions contemplated
hereby and thereby; and (c) to transfer, sell and deliver all of its
Interests 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
RKB pursuant to this Agreement constitutes, or when executed and delivered will
constitute, the legal, valid and binding obligation of RKB, 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 RKB 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 RKB.


 


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2.5           Litigation.  There is no (a) litigation
or proceeding, either judicial or administrative, pending or, to RKB’s or the Founders’
knowledge, threatened, affecting all or any portion of the Interests, Other
Assets or the LLC Entities and (b) 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 Interests, Other
Assets or the LLC Entities, which in the case of (a) and (b) hereof, would
impair RKB’s ability to enter into and perform all of RKB’s obligations under
this Agreement.


 


2.6           Status as a United States Person.  RKB
is not a foreign person within the meaning of Section 1445 of the Code (“Section 1445”). 
RKB’s U.S. taxpayer identification number that has previously been
provided to the Operating Partnership is correct.  RKB’s office address is that most recent
address previously provided to the Operating Partnership.  At the time of Closing, RKB shall provide to
the Operating Partnership a certificate of non-foreign status substantially in
the form of Exhibit D hereto.


 


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
RKB’s or the Founders’ knowledge, threatened against RKB or any LLC Entity, nor
are any such proceedings contemplated by RKB or any LLC Entity.


 


2.8           No Brokers.  RKB 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 and the consent of RKB’s Investor Committee,  necessary for the execution, delivery, and
performance of this Agreement or the transactions contemplated hereby by RKB
has been obtained or will be obtained on or before the Closing.


 


2.10         Securities Law Matters; Transfer Restrictions.


 


(a)           RKB and each of RKB’s partners or designees who
receive Units hereunder (RKB and its partners (or such designees) are referred
to collectively as the “RKB Persons”),
acknowledge that the Operating Partnership intends for the offer and issuance
of the Units to be exempt from registration under 


 


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the Securities Act of 1933, as amended (the “Securities Act”), and applicable state securities laws.


 


(b)           Each RKB Person acknowledges that it is an “accredited
investor” within the meaning of the federal securities laws.  The only partners of RKB are the RKB
Washington Property Fund I (General Partner) LLC, RKB/Republic Capital LLC, RKB
Holding L.P., Bowman Brown, Sonia Schmidt and Unimar, Inc.  At the Closing, RKB Holding L.P. will no
longer be a partner in RKB, with the Operating Partnership previously having
acquired the interest of RKB Holding L.P. in RKB through the merger of RKB
Holding L.P. with and into the Operating Partnership.  Accordingly, neither RKB Holding L.P. nor any
of its partners will acquire any Units in connection with this Agreement and
any Units acquired by the Operating Partnership pursuant to this Agreement as
the successor to RKB Holding L.P. will be cancelled.


 


(c)           Each RKB Person 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 RKB Person 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 RKB Person
has the ability to bear the economic risk of acquiring the Units.  Each RKB Person acknowledges that (i) the
transactions contemplated by this Agreement involve complex tax consequences
for the RKB Persons, and each RKB Person 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 RKB Persons, 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 RKB Persons. 
The RKB Persons remain solely responsible for all tax matters relating
to such persons.


 


(e)           Each RKB Person 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 RKB Person has requested.


 


(f)            Each RKB Person 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 RKB Persons have no right to require that they be so registered.  Each RKB Person agrees that any Units it
acquires will not be sold in the absence of registration 


 


5





















 


unless such sale is exempt from registration
under the Securities Act and applicable state securities laws.


 


(g)           Each RKB Person 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 amount or value of the Units
issued pursuant hereto).


 


(h)           Each RKB Person understands that there is no
established public, private or other market for the Units acquired by such RKB
Person 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 RKB Person understands that Rule 144
promulgated under the Securities Act is not currently available with respect to
the sale of Units.


 


2.11         Reliance.  Each RKB
Person and the Founders acknowledge that the Operating Partnership may rely
upon the representations and warranties in this Article II in determining
whether to enter into this Agreement. 
RKB and the Founders agree, 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 any such representations or warranties (other than with respect to Section 2.10 hereof as it relates to any RKB Person other
than RKB ); provided, however, the indemnification
obligation of the Founders hereunder is limited in the case of each Founder solely
to the value of the Units such Founder will receive in connection with this
Agreement based on the initial public offering price in the IPO.


 


Each RKB Person
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 RKB Person’s representations in Section 2.10
hereof; provided, however, the indemnification obligation of the RKB Persons
hereunder is limited in the case of each RKB Person to the value of the Units such
RKB Person will receive in connection with this Agreement based on the initial
public offering price in the IPO.


 


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ARTICLE III:  REPRESENTATIONS AND WARRANTIES OF THE
OPERATING PARTNERHSIP


 


As a material inducement to
RKB, the Founders and the other RKB Persons to enter into this Agreement and to
consummate the transactions contemplated hereby, the Operating Partnership
hereby makes to RKB, the Founders and the other RKB Persons 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 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 RKB (or its designee) 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 (a) 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 (b) 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 the case of (a) and (b) hereof, would impair the Operating Partnership’s ability to enter into and perform all
of the Operating Partnership’s obligations
under this Agreement.


 


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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 RKB 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).


 


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.


 


3.8           Reliance.  The Operating Partnership
acknowledges that RKB, the Founders and the other RKB Persons 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 RKB, the
Founders and the other RKB persons 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.


 


3.9           Section 704(c) Allocations and Methods.  The Operating Partnership shall
elect to use the “traditional method” set forth in Section 1.704-3(b) of
the Treasury Regulations with respect to the properties currently held indirectly
by RKB and any replacement properties (the “Properties”)
with a provision for a “curative” allocation of gain to the partners in RKB (or
their successors in interest) upon a taxable disposition of any of the Properties
in an amount sufficient to eliminate any remaining disparities between the book
items and tax items of any other partners of the Operating Partnership with
respect to the Properties attributable to the application of the “ceiling rule”
under the “traditional method.”


 


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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
other IPO Transactions, including the merger of RKB Holding L.P. with and into
the Operating Partnership, with the Operating Partnership surviving, and the
IPO, shall have occurred (or shall be occurring substantially simultaneously
with the Closing).


 


(b)           Representations and Warranties.  The
representations and warranties made by RKB and the Founders (and in the case of
Section 2.10, the RKB Persons) 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.  The RKB Persons shall have
performed and complied with all agreements and covenants that each of them 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 and the consent of RKB’s Investor Committee, shall have
been obtained.


 


4.2           Conditions to RKB’s Obligation to Close.  The
obligation of RKB 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 RKB):


 


(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 


 


9





















 


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 any other party may reasonably request in order to effect the
transactions contemplated by this Agreement.


 


ARTICLE V:  CLOSING


 


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 RKB.  At
the Closing, RKB shall deliver to the Operating Partnership:


 


(a)           a duly executed Assignment and Assumption
Agreement, substantially in the form attached hereto as Exhibit C (“Assignment Agreement”), pursuant to which (i) RKB shall
convey to the Operating Partnership or its designee title to the Interests, and
(ii) the Operating Partnership shall assume the Assumed Liabilities;


 


(b)           a duly executed Limited Partner Acceptance
executed by the appropriate RKB Persons; and


 


(c)           a certificate of non-foreign status
substantially in the form of Exhibit D hereto, executed by the
appropriate RKB Persons.


 


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


 


(a)           the Units; and


 


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(b)           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 any RKB Person or
any Founder shall have any further obligations pursuant to this Agreement
except as specifically set forth in this Agreement.


 


6.2           Amendment; Waiver.  Any
amendment hereto shall be effective only if signed by all parties hereto.  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.


 


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.


 


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.


 


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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.


 


[Remainder of page intentionally left
blank]


 


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IN WITNESS WHEREOF, each of
the parties hereto has executed and delivered this Agreement, or caused the
Agreement to be duly executed and delivered on its behalf, as of the date first
set forth above.


 


 


	
   

  	
  RKB Washington Property Fund I
  L.P.

  
	
   

  	
   

  
	
   

  	
  By: RKB Washington
  Property Fund I (General

  Partner) LLC, its General Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
                    /s/
  Mark R. Keller

  	
   

  
	
   

  	
  Name: Mark R. Keller

  
	
   

  	
  Title: Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Republic Property Limited
  Partnership

  
	
   

  	
   

  
	
   

  	
  By: Republic Property
  Trust, its General

  Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
                    /s/
  Mark R. Keller

  	
   

  
	
   

  	
  Name: Mark R. Keller

  
	
   

  	
  Title: Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Founders (solely for purposes
  of Article II)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
                        /s/
  Richard L. Kramer

  	
   

  
	
   

  	
  Richard L. Kramer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
                        /s/
  Steven A. Grigg

  	
   

  
	
   

  	
  Steven A. Grigg

  



 


 


[Signature Page to RKB Fund Contribution
Agreement]


 


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  /s/ Mark R. Keller

  	
   

  
	
   

  	
  Mark R. Keller

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  RKB Persons (solely for
  purposes of Sections

  2.10 and 2.11)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Richard L. Kramer

  	
   

  
	
   

  	
  Richard L. Kramer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Steven A. Grigg

  	
   

  
	
   

  	
  Steven A. Grigg

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Mark R. Keller

  	
   

  
	
   

  	
  Mark R. Keller

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ David L. Peter

  	
   

  
	
   

  	
  David L. Peter

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Hoppenstein Insurance Trust

  
	
   

  	
   

  
	
   

  	
  /s/ Gary R. Siegel

  	
   

  
	
   

  	
  By: Gary R. Siegel, Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Jacobo Gadala-Maria

  	
   

  
	
   

  	
  Unimar, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Bowman Brown

  	
   

  
	
   

  	
  Bowman Brown

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Sonia Schmidt

  	
   

  
	
   

  	
  Sonia Schmidt

  
									



 


[Signature Page to RKB Fund Contribution Agreement]


 


14





















 


	
   

  	
  RKB/Republic Capital LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Mark R. Keller

  	
   

  
	
   

  	
  By: Mark R. Keller, Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Republic Properties Corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Steven A. Grigg

  	
   

  
	
   

  	
  By: Steven A. Grigg, President

  



 


 


[Signature Page to RKB
Fund Contribution Agreement]


 


15





















 


EXHIBIT A


 


Interests


 


One Hundred Percent (100%) of the outstanding
interests in each of :


 


RKB Corporate Oaks, LLC


RKB CP IV LLC


RKB Pender LLC


RKB Lakeside LLC


RKB Willowwood LLC


RKB Dulles Tech LLC


RPT Presidents Park LLC