Exhibit 10.11


 


DEVELOPMENT SERVICES
RIGHTS AND MANAGEMENT SERVICES

RIGHTS CONTRIBUTION AGREEMENT


(PORTALS V)


 


THIS DEVELOPMENT SERVICES
RIGHTS AND MANAGEMENT SERVICES RIGHTS CONTRIBUTION AGREEMENT (this “Agreement”) is entered into as of October 24, 2005 by
and among REPUBLIC PROPERTIES CORPORATION, a District of Columbia corporation (“RPC”), RICHARD L. KRAMER (“Kramer”),
STEVEN A. GRIGG (“Grigg”,
together with Kramer and RPC, the “General Partners”)
and REPUBLIC PROPERTY LIMITED PARTNERSHIP, a Delaware limited partnership (the “Operating Partnership”).


 


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 (“Republic”),
Republic and the Operating Partnership and their affiliates will complete a
series of related transactions (collectively with the IPO, the “IPO Transactions”);


 


WHEREAS, Parcel 47F LLC, a
Delaware limited liability company (“Owner”),
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, each of the General
Partners are general partners of Portals Development Associates Limited
Partnership, a Delaware limited partnership (“PDA”)
and the general partner of the entity having a controlling interest in Owner,
and pursuant to the agreement of limited partnership of PDA (the “PDA  Partnership Agreement”),
the General Partners are entitled to provide development services to the Owner
with respect to the Property, in return for which certain fees are payable by
PDA to each General Partner (the “Development Services”);


 


WHEREAS, pursuant to the PDA
Partnership Agreement, upon completion of the Improvements, the General
Partners, through PDA, shall have the right to provide property management
services for the Property in return for certain fees payable by PDA to each General
Partner (the “Management Services”); and


 


WHEREAS, in connection with
the IPO Transactions, each General Partner desires to contribute to the
Operating Partnership (i) its right to provide the Development Services
under the PDA Partnership Agreement, as such services relate to the Property,
and its right to receive a specified percentage of the fees that it is entitled
to receive from PDA for providing such services, and (ii) its right to
provide the Management Services for the Property under the PDA


 





















 


Partnership Agreement and
its right to receive a specified percentage of the fees that it is entitled to
receive from PDA for providing such services.


 


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; PAYMENT OF FEES


 


1.1           Contribution.


 


(a)           Subject to the terms and conditions hereof,
the General Partners shall contribute to the Operating Partnership the
following:


 


(x) (i) all rights of
each General Partner, through PDA as a general partner of PDA, to provide to
Owner the Development Services pursuant to the PDA Partnership Agreement, and (ii) all
rights of each General Partner, through PDA as a general partner of PDA, to
indemnification under the applicable provisions of the Development Services
Agreement (as defined below) upon such agreement’s execution (the foregoing (i) and
(ii), the “Development Services Rights”); and


 


(y) all rights of each
General Partner, through PDA as a general partner of PDA, to provide to Owner the
Management Services for the Property upon completion of the Improvements (the “Management Services Rights”).


 


1.2           Payment of Fees.  In
consideration of the performance of the Development Services and the Management
Services by the Operating Partnership (or its affiliates), the General Partners
shall pay or cause to be paid the following fees to the Operating Partnership
(or its affiliates):


 


(i)            a development services fee (the “Development Services Fee”) in an amount equal to three
percent (3%) of the development costs of the Improvements (payable upon the
commencement by Owner 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”)) net of
land acquisition, interest and loan expenses and cash concessions to tenants of
the Improvements; the General Partners shall pay or cause to be paid the
Development Services Fee to the Operating Partnership 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;


 


(ii)           pursuant to the Management Agreement (as
hereinafter defined) and in consideration of the performance of the property
management


 


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services by the Operating Partnership (or its
affiliates) pursuant to the Management Services Rights, the Operating
Partnership (or its affiliates) shall be paid a management fee (the “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.


 


1.3           Development Services Agreement.  Upon
the commencement of the Pre-Construction Period, the General Partners shall
cause Owner and PDA to 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.


 


1.4           Management Agreement.  Upon
completion of the Improvements, the General Partners shall cause Owner and PDA
to enter into a property management agreement (the “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.  For purposes of this Agreement, “completion
of the Improvements” shall be deemed to have occurred when a certificate of
occupancy has been issued for the base building shell and core for the
Improvements by the appropriate governmental agency, or as otherwise agreed
upon by the parties in the Development Services Agreement.


 


1.5           Prohibition on Funding/Fee Disputes


 


(a)           Republic 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 Owner, and that Republic 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 Owner pursuant to
the terms hereof, the “independent” members of the Board of Trustees of
Republic (as defined in Republic’s bylaws) shall undertake all commercially
reasonable efforts to promptly resolve any such fee dispute.


 


ARTICLE II:  REPRESENTATIONS AND WARRANTIES OF GENERAL
PARTNERS


 


As a material inducement to
the Operating Partnership to enter into this Agreement and to consummate the
transactions contemplated hereby, each of the General Partners hereby makes to
the Operating Partnership each


 


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of the representations, warranties and
covenants set forth in this Article II (other than any specific
representations, warranties or covenants relating solely to RPC).  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 laws of the District of Columbia, is in good standing and is duly qualified
and authorized to transact the business which it presently conducts, in all
jurisdictions in which such qualification is required.


 


2.2           Authority.  The General Partners have 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 their
respective Development Services Rights and 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 each General Partner
pursuant to this Agreement constitutes, or when executed and delivered will
constitute, the legal, valid and binding obligation of such General Partner,
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 any General Partner 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 such General
Partner.


 


2.4           Litigation.  There is no litigation or
proceeding, either judicial or administrative, pending or, to General Partners’
knowledge, threatened, affecting all or any portion of the Development Services
Rights, the Management Services Rights or the General Partners’ 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 the General Partners’ ability to enter into and perform all of such
General Partner’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,


 


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threatened against RPC, nor are any such
proceedings contemplated by any General Partner.


 


2.6           No Brokers.  No General Partner has entered
into, and each General Partner 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 the General Partners has been obtained or
will be obtained on or before the Closing.


 


2.8           Status of the Property.  To
the best knowledge of the General Partners, (i) Owner 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) Owner has all permits,
licenses and other governmental authorizations necessary for the ownership, use
and operation of the Property, (iv) Owner and the Property are in
compliance with all applicable zoning, subdivision, and other laws, statutes,
regulations and ordinances and building codes applicable to Owner 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 Owner 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


 


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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           Development Services Agreement; Management
Agreement.    Upon their respective execution pursuant to
Sections 1.3 and 1.4 hereof, the General Partners shall cause PDA to timely perform
all of PDA’s obligations under the Development Services Agreement and the
Management Agreement.


 


2.10         Reliance.  Each General Partner
acknowledges that the Operating Partnership may rely upon the representations
and warranties in this Article II in determining whether to enter into
this Agreement.  Each General Partner
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 by such General Partner of any
such representations or warranties (other than with respect to any
representation, warranty or covenant relating solely to RPC).


 


ARTICLE III:  REPRESENTATIONS AND WARRANTIES OF THE
OPERATING PARTNERSHIP


 


As a material inducement to
the General Partners to enter into this Agreement and to consummate the
transactions contemplated hereby, the Operating Partnership hereby makes to the
General Partners each of the


 


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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 which would 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 the General Partners to pay any finder’s fee, brokerage
commission or similar payment in connection with the transactions contemplated
hereby.


 


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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 the General Partners 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 the General Partners 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 the General Partners 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 General Partners 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.


 


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


 


4.2           Conditions to the General Partners’
Obligation to Close.  The obligation of the General Partners 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 General Partners):


 


(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


 


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 the General Partners.  At
the Closing, the General Partners shall deliver to the Operating Partnership a
duly executed Assignment and Assumption Agreement, substantially in the form
attached hereto as Exhibit D (the “Assignment
Agreement”), pursuant to which the


 


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General Partners shall convey to the
Operating Partnership or its designee the Development Services Rights and the
Management Services Rights.


 


5.3           Closing Delivery by the Operating Partnership.  At
the Closing, the Operating Partnership shall deliver to the General Partners 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 the General Partners
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 Republic (as defined in Republic’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, without the prior written of the General Partners, in whole or in
part to Republic Property TRS, LLC, a Delaware limited liability company and
wholly owned subsidiary of the Operating Partnership, or to or among any other
affiliate of the Operating Partnership, and upon such assignment, the assignee
shall have the exclusive right and obligation to provide any services
hereunder.


 


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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.


 


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 the General Partners, together, or the Operating Partnership shall
have the right to terminate its obligations with respect to the Development
Services Rights or the Management Services Rights upon thirty (30) days written
notice to the other party.


 


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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.


 


 


	
   

  	
  REPUBLIC PROPERTIES CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
   /s/ Steven A. Grigg

  
	
   

  	
  Name: Steven A. Grigg

  
	
   

  	
  Title: President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  REPUBLIC PROPERTY LIMITED

  PARTNERSHIP

  
	
   

  	
   

  
	
   

  	
  By: Republic Property
  Trust, its General

  Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
   /s/ Mark R. Keller

  
	
   

  	
  Name: Mark R. Keller

  
	
   

  	
  Title: Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Richard L. Kramer

  
	
   

  	
  RICHARD L. KRAMER

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Steven A. Grigg

  
	
   

  	
  STEVEN A. GRIGG

  
				



 


 


[Signature Page to
Portals V Development Services Rights and Management Services Rights
Contribution Agreement]


 





















 


	
   

  	
  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
Portals V Development Services Rights and Management Services Rights
Contribution Agreement]