Exhibit 10.6


 


DEVELOPMENT SERVICES
RIGHTS AND MANAGEMENT SERVICES RIGHTS

CONTRIBUTION AGREEMENT


(REPUBLIC SQUARE II)


 


THIS DEVELOPMENT SERVICES
RIGHTS AND MANAGEMENT SERVICES RIGHTS CONTRIBUTION AGREEMENT (the “Agreement”) is entered into as of this 24th day
of October, 2005 by and among REPUBLIC PROPERTIES CORPORATION, a District of
Columbia corporation (“RPC”), REPUBLIC
PROPERTY LIMITED PARTNERSHIP, a Delaware limited partnership (the “Operating Partnership”), and 660 North Capitol Street
Property LLC, a Delaware limited liability company (“660 North
Capitol”).


 


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, 660 North Capitol
intends to construct an office building (the “Improvements”)
on real property located in the District of Columbia, which real property is
described on Exhibit A hereto (the “Land”
and together with the Improvements, the “Property”);


 


WHEREAS, 660 North Capitol
and RPC each desire that RPC shall have the right to provide development
services to 660 North Capitol with respect to the Property, in return for which
certain fees will be payable by 660 North Capitol to RPC (the “Development Services”);


 


WHEREAS, upon completion of
the Improvements, 660 North Capitol and RPC each desire that RPC shall have the
right to provide property management services for the Property, including the
right to receive a property management fee (the “Management
Services”); and


 


WHEREAS, in connection with
the IPO Transactions, RPC desires to contribute to the OP its right to (i) provide
the Development Services relating to the Property and to receive the fees
therefor specified herein, and (ii) provide the Management Services relating
to the Property and to receive the fees therefore specified herein.


 


NOW, THEREFOR, 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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ARTICLE I:          CONTRIBUTION OF DEVELOPMENT
SERVICES AND MANAGEMENT SERVICES


 


1.1           Development Services and Management Services.  RPC
and 660 North Capitol agree that RPC shall have the right to provide the
Development Services to the Property, in return for which RPC shall be entitled
to receive a certain development fee. 
RPC and 660 North Capitol agree that, upon completion of the
Improvements, RPC shall have the right to provide the Management Services to
the Property, in return for which RPC shall be entitled to receive a certain
property management fee.


 


1.2           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
to provide to 660 North Capitol the Development Services (the “Development Services Rights”), and all rights of RPC to
provide to 660 North Capitol property management services for the Property upon
completion of the Improvements (the “Management Services Rights”).


 


1.3           Development
Services Agreement.  Upon the
commencement by 660 North Capitol of the preparation of architectural plans,
the seeking of financing or other pre-construction development activities with
respect to the Property (the “Pre-Construction Period”),
the Operating Partnership or its assignees and 660 North Capitol shall enter
into a development services agreement (the “Development
Services Agreement”) substantially in the form attached hereto as Exhibit B,
with such changes thereto, if any, as may be required by any lender providing
funds to pay any of the costs of development, construction, financing,
ownership, carrying or operation of the Property, pursuant to which the
Operating Partnership or its assignees shall provide the Development
Services.  As shall be set forth in the
Development Services Agreement, in consideration of the performance of the
Development Services by the Operating Partnership or its assignees, the
following fees shall be paid: A development services fee (the “Development Services Fee”) in an amount equal to three
percent (3%) of the development costs of the Improvements (upon the
commencement of the Pre-Construction Period and upon the consummation of the
Closing (as defined below)) net of land acquisition, interest and loan expenses
and cash concessions to tenants of the Improvements; the Development Services
Fee shall be paid to the Operating Partnership or its assignees on a monthly
basis on the fifteenth day of each calendar month in the amount of three
percent (3%) of such costs expended in the prior calendar month.


 


1.4           Management
Agreement with 660 North Capitol. 
Upon completion of the Improvements, the Operating Partnership or its
assignees and 660 North Capitol shall enter into a property management
agreement (the


 


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“Management Agreement”) substantially in
the form attached hereto as Exhibit C, with such changes thereto,
if any, as may be required by any lender providing funds to pay any of the
costs of development, construction, financing, ownership, carrying or operation
of the Property, pursuant to which the Operating Partnership or its assignees
shall provide the Management Services. 
For purposes of the Property, “completion of the Improvements” shall be
deemed to have occurred at the time agreed to by the parties to the Development
Services Agreement.  Pursuant to the
Management Agreement, and in consideration of the performance of the Management
Services by the Operating Partnership or its assignees, the Operating
Partnership or its assignees shall be paid a management fee equal to one
percent (1%) of the gross rental receipts of the Property together with
periodic payments for the cost of labor and personnel overhead to provide such
services.


 


1.5           Prohibition on Funding; Fee Disputes.


 


(a)           The REIT acknowledges that it and its subsidiaries
(including the Operating Partnership) shall be prohibited from providing any
funding, payments, credit, equity investments or any other financial assistance
to 660 North Capitol, 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 660 North Capitol
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.   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           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


 


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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 Rights 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.


 


2.3           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.


 


2.4           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 Rights, the Management Services Rights
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 Rights or the Management Services Rights, which in any such case would
impair RPC’s ability to enter into and perform all of RPC’s obligations under
this Agreement.


 


2.5           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.


 


2.6           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).


 


2.7           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 third party 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.


 


2.8           Status of the Property.  To
the best knowledge of RPC, (i) 660 North Capitol 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) 660 North Capitol has all
permits, licenses and other governmental authorizations necessary for the
ownership, use and operation of the Property, (iv) 660 North Capitol and
the Property are in compliance


 


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with all applicable zoning, subdivision, and
other laws, statutes, regulations and ordinances and building codes applicable
to 660 North Capitol 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 660 North Capitol 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 2.8
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
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.


 


2.9           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.


 


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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 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; and (b) to
carry out the transactions contemplated hereby and thereby.  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 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 the Operating Partnership which would
materially impair the Operating Partnership’s ability to enter into and perform all of the Operating
Partnership’s obligations under
this Agreement.


 


3.5           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


 


6





















 


fee, brokerage commission or similar payment
in connection with the transactions contemplated hereby


 


3.6           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.


 


3.7           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 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 shall have been obtained.


 


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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):


 


(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 Delivery by RPC.  At
the Closing, RPC shall deliver to the Operating Partnership a duly executed
Assignment and Assumption Agreement, substantially in the form attached hereto
as Exhibit D (“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.


 


5.3           Closing Delivery by the Operating Partnership. At the Closing, the Operating Partnership
shall deliver to RPC 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


 


8





















 


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 660 North
Capitol, 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.


 


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.


 


6.9           Termination of Development Services Rights
and Management Services Rights.  Notwithstanding anything to the contrary
herein, either party shall have the right to terminate the Development Services
Rights or the Management Services Rights with thirty (30) days written notice
to the other party.


 


 


[Signature Page Follows]


 


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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

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  660 North Capitol:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  660 North Capitol Street Property LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  660 NORTH CAPITAL STREET 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 II Contribution Agreement]


 





















 


	
   

  	
   

  	
  Republic:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  REPUBLIC PROPERTY TRUST

  	
   

  
	
   

  	
   

  	
  (solely for purposes of Section 1.5 hereof)

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Mark R. Keller

  	
   

  	
   

  
	
   

  	
   

  	
  Name: Mark R. Keller

  	
   

  
	
   

  	
   

  	
  Title: Chief Executive Officer

  	
   

  
						



 


 


[Signature Page to
Republic Square II Contribution Agreement]