Exhibit 10.12


 


MANAGEMENT SERVICES RIGHTS
CONTRIBUTION AGREEMENT


(INITIAL PROPERTIES)


 


THIS MANAGEMENT SERVICES RIGHTS CONTRIBUTION AGREEMENT (the “Agreement”) is entered into as of this 23rd day
of September, 2005 between REPUBLIC PROPERTIES CORPORATION, a District of
Columbia corporation (“RPC”), and
REPUBLIC PROPERTY LIMITED PARTNERSHIP, a Delaware limited partnership (the “Operating Partnership”).


 


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, RPC is currently a party to ten separate management agreements
pursuant to which RPC currently provides management services with respect to
certain real estate properties;


 


WHEREAS, each of the ten management agreements that RPC is currently a
party to, including the owner of each real estate property (each, an “Owner”, and collectively the “Owners”)
pursuant to which each management agreement relates, is set forth on Exhibit A
hereto (each, a “Management Agreement”, and
collectively, the “Management Agreements”);
and


 


WHEREAS, in connection with the IPO Transactions, RPC
desires to contribute to the Operating Partnership, and the Operating
Partnership desires to acquire, RPC’s right, title and interest in and to all
of the Management Agreements, including the right to provide management
services and to receive a management fee thereunder, 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.


 


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


 


1.                                      CONTRIBUTION


 


1.1                                 Contribution.  Subject
to the terms and conditions hereof, RPC agrees to contribute or otherwise
transfer to the Operating Partnership, and the Operating Partnership agrees to
acquire and accept from RPC, on the date of


 





















 


the Closing (as defined in Section 5.1
below), all of RPC’s right, title and interest in and to the Management
Agreements.


 


1.2                                 Issuance of Units.


 


(a)                                  Subject to the terms and conditions of this
Agreement, in exchange for RPC’s right, title and interest in and to the
Management Agreements, the Operating Partnership shall issue to RPC, and RPC
shall receive, an aggregate of 266,629 Units, in a transaction intended to
qualify for nonrecognition of gain to RPC pursuant to Section 721 of the
Internal Revenue Code of 1986, as amended (the “Code”).  The rights of holders of the Units as of the
Closing will be as set forth in the Amended and Restated Agreement of Limited
Partnership of the Operating Partnership (the “Partnership
Agreement”).


 


(b)                                 The Operating Partnership shall issue the
Units to RPC or, at the option of RPC, directly to RPC’s designees, in
accordance with written instructions provided to the Operating Partnership by
RPC setting forth the name and address of, and the number of Units received by,
each designee, provided that each such designee (i) makes each of the
representations and warranties set forth in Section 2.5, Section 2.9 and
Section 2.11 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 RPC or, if
applicable, each designee, and the number of Units issued to RPC or, if
applicable, each designee, shall be recorded in the books and records of the
Operating Partnership.


 


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


 


1.4                                 Assignment of Management Agreements; Owners’
Consent.  On the date of Closing, each of the
Management Agreements (as set forth on Exhibit A hereto) shall be
assigned to the Operating Partnership (or its affiliates).  By execution of the signature page to
this Agreement, each Owner hereby consents to the assignment of the applicable
Management Agreement between it and RPC upon the Closing as set forth in Section 1.4
hereof, subject to obtaining prior to the Closing the consent to such
assignement of any lender that had provided funds to such Owner or its
affiliates if and to the extent such consent is required, and hereby also
consents to any future assigement by the Operating Partnership or its assigns
to any affiliate of the Operating Partnership.


 


2





















 


ARTICLE II:  REPRESENTATIONS AND WARRANTIES 

OF RPC


 


As a material inducement to the Operating Partnership to enter into
this Agreement and to consummate the transactions contemplated hereby, RPC
hereby makes to the Operating Partnership each of the representations,
warranties and covenants set forth in this Article II.  Each Investor (as defined below), severally
and not jointly, hereby makes to the Operating Partnership, as to itself or
himself, each of the representations, warranties and covenants set forth in
Sections 2.5, 2.9 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                                 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 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 RPC pursuant
to this Agreement; (b) to carry out the transactions contemplated hereby
and thereby; and (c) to transfer and deliver all of its right, title and
interest in the Management Agreements 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 or under the
Management Agreements.


 


2.4                                 Litigation.  There is no (a) litigation
or proceeding, either judicial or administrative, pending or, to RPC’s
knowledge, threatened, affecting all or any portion of the Management
Agreements; (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 Management Agreements which in the case of (a) and
(b) hereof, would impair RPC’s ability to enter into and perform all of
RPC’s obligations under this Agreement.


 


3





















 


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


 


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


 


2.7                                 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).


 


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


 


2.9                                 Securities Law Matters; Transfer Restrictions.


 


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


 


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


 


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


 


(d)                                 Each Investor has sufficient knowledge and experience in financial, tax and
business matters to enable it to evaluate the merits and risks of investment in
the Units.  Each Investor has the ability
to bear the economic risk of


 


4





















 


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


 


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


 


(f)                                    Each Investor acknowledges that there are
substantial restrictions on the transferability of the Units and that the Units
will not be registered under the Securities Act or any state securities laws,
and the Investor has no right to require that they be so registered.  Each Investor agrees that any Units it
acquires will not be sold in the absence of registration unless such sale is
exempt from registration under the Securities Act and applicable state
securities laws.


 


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


 


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


 


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


 


2.10                           Management Agreements.   Each
Management Agreement is in full force and effect and to the knowledge of RPC,
neither RPC nor any Owner is in default thereunder.  RPC shall timely perform all of its
obligations thereunder.


 


2.11                           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


 


5





















 


thereof, and any employees
or agents of any of the foregoing, against any and all loss, liability, claim,
damage or expense whatsoever (including, but not limited to, any and all
expenses, including attorneys’ fees, reasonably incurred in investigating,
preparing or defending against any claim or litigation commenced or threatened)
due to or arising out of a breach of any such representations or warranties.


 


Each
Investor agrees, severally and not jointly, to indemnify, defend and hold
harmless the Operating Partnership and the officers, directors and affiliates
thereof, and any employees or agents of any of the foregoing, against any and
all loss, liability, claim, damage or expense whatsoever (including, but not
limited to, any and all expenses, including attorneys’ fees, reasonably
incurred in investigating, preparing or defending against any claim or
litigation commenced or threatened) due to or arising out of a breach of such
Investor’s representations in Section 2.5 and 2.9 hereof; provided,
however, the indemnification obligation of the Investor hereunder is limited in
the case of each Investor to the value of the Units such Investor will receive
in connection with this Agreement based on the initial public offering price in
the IPO.


 


ARTICLE III:  REPRESENTATIONS AND WARRANTIES

OF THE OPERATING PARTNERSHIP


 


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


 


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


 


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


 


6





















 


executed
and delivered will constitute, the legal, valid and binding obligation of the
Operating Partnership, each enforceable in accordance with its respective terms.


 


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


 


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


 


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


 


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


 


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


 


3.8                                 Reliance.   The Operating Partnership
acknowledges that RPC may rely upon the representations and warranties in this Article III
in determining whether to enter into this Agreement.  The Operating Partnership agrees to
indemnify, defend and hold harmless RPC and the officers, directors and
affiliates thereof, and any employees or agents of any of the foregoing,
against any and all


 


7





















 


loss, liability, claim,
damage or expense whatsoever (including, but not limited to, any and all
expenses, including attorneys’ fees, reasonably incurred in investigating,
preparing or defending against any claim or litigation commenced or threatened)
due to or arising out of a breach of any such representations or warranties.


 


ARTICLE IV:  CONDITIONS TO CLOSING


 


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


 


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


 


(b)                                 Representations and Warranties.  The
representations and warranties made by RPC (and in the case of Section 2.5
and 2.9, the Investors) pursuant to this Agreement shall be true and correct in
all material respects when made, and on and as of the Closing, as though such
representations and warranties were made on the Closing.


 


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


 


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


 


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


 


(f)                                    Management Agreements.  The
Management Agreements shall be in full force and effect and neither of the
parties thereto shall be in default thereunder; provided however, that any
default under any single Management Agreement shall not prohibit the parties
hereto from otherwise effecting the transactions contemplated by this Agreement
with respect to the remaining Management Agreements.


 


8





















 


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


 


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


 


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


 


9





















 


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


 


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


 


(i)                                     the Units; and


 


(ii)                                  a duly executed Assignment Agreement.


 


ARTICLE VI:  MISCELLANEOUS


 


6.1                                 Term of Agreement.  This Agreement may be terminated by the
mutual consent of the parties at any time before the Closing.  If the Closing does not occur by September 30,
2005, this Agreement shall be deemed terminated and shall be of no further
force and effect and neither the Operating Partnership nor RPC or any Investor
shall have any further obligations pursuant to this Agreement except as
specifically set forth in this Agreement.


 


6.2                                 Amendment; 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;
provided further, that this Agreement (and any agreement received pursuant to
the terms hereof) may be assigned by the Operating Partnership or its assigns,
without the prior written of RPC, in whole or in part to any affiliate of the
Operating Partnership, including without limitation, 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


 


10





















 


Operating
Partnership, 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.


 


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.


 


[Signature
Page Follows]


 


11





















 


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, its

  
	
   

  	
   

  	
  General Partner

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Mark R. Keller

  	
   

  
	
   

  	
   

  	
  Name: Mark R. Keller

  
	
   

  	
   

  	
  Title: Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  OWNERS (for purposes of Sections 1.4 only)

  
	
   

  	
   

  
	
   

  	
  RKB Corporate Oaks LLC

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Steven A. Grigg

  	
   

  
	
   

  	
   

  	
  Name: Steven A. Grigg

  
	
   

  	
   

  	
  Title: President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  REPUBLIC CP IV LLC

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Steven A. Grigg

  	
   

  
	
   

  	
   

  	
  Name: Steven A. Grigg

  
	
   

  	
   

  	
  Title: Manager

  
							



 





















 


	
   

  	
  RKB Pender LLC

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Steven A. Grigg

  	
   

  
	
   

  	
   

  	
  Name: Steven A. Grigg

  
	
   

  	
   

  	
  Title: President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  RKB Lakeside LLC

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By: RKB Lakeside Manager LLC,

  
	
   

  	
   

  	
  Managing Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Steven A. Grigg

  	
   

  
	
   

  	
   

  	
  Name: Steven A. Grigg

  
	
   

  	
   

  	
  Title: President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  RKB Willowood LLC

  
	
   

  	
   

  
	
   

  	
   

  	
  By: RKB Willowwood Manager LLC,

  
	
   

  	
   

  	
  Managing Member

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Steven A. Grigg

  	
   

  
	
   

  	
   

  	
  Name: Steven A. Grigg

  
	
   

  	
   

  	
  Title: President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  RKB Dulles Tech LLC

  
	
   

  	
   

  
	
   

  	
   

  	
  By: RKB Dulles Tech Manager LLC,

  
	
   

  	
   

  	
  Managing Member

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Steven A. Grigg

  	
   

  
	
   

  	
   

  	
  Name: Steven A. Grigg

  
	
   

  	
   

  	
  Title: President

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  RPT 1425 New York Avenue LLC

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Mark R. Keller

  	
   

  
	
   

  	
   

  	
  Name: Mark R. Keller

  
	
   

  	
   

  	
  Title: President

  
						



 





















 


	
   

  	
  RPT Presidents Park I LLC

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Mark R. Keller

  	
   

  
	
   

  	
   

  	
  Name: Mark R. Keller

  
	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  RPT Presidents Park II LLC

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Mark R. Keller

  	
   

  
	
   

  	
   

  	
  Name: Mark R. Keller

  
	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  RPT Presidents Park III LLC

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Mark R. Keller

  	
   

  
	
   

  	
   

  	
  Name: Mark R. Keller

  
	
   

  	
   

  	
  Title: Vice President

  
						



 





















 


Exhibit A


 


List of Management
Agreements


 


	
  1.

  	
  Management
  Agreement dated as of January 26, 2004 by and between Republic
  Properties Corporation and RKB Dulles

  Tech LLC.

  
	
  2.

  	
  Management
  Agreement dated as of April 24, 2003 by and between Republic Properties
  Corporation and RKB Lakeside, LLC

  
	
  3.

  	
  Management
  Agreement dated as of May 22, 2003 by and between Republic Properties
  Corporation and RKB

  Willowwood LLC.

  
	
  4.

  	
  Management
  Agreement dated as of September 19, 2002 by and between Republic
  Properties Corporation and RKB

  Pender, LLC.

  
	
  5.

  	
  Management
  Agreement dated as of April 4, 2001 by and between Republic Properties
  Corporation and Republic CP IV, LLC.

  
	
  6.

  	
  Management
  Agreement dated as of August 20, 2004 by and between Republic Properties
  Corporation and RKB Corporate

  Oaks LLC.

  
	
  7.

  	
  Management
  Agreement dated as of May 26, 2005 by and between Republic Properties
  Corporation and RPT 1425 New York Avenue LLC.

  
	
  8.

  	
  Management
  Agreement dated as of December 29, 2004 by and between Republic
  Properties Corporation and Presidents

  Park I LLC.

  
	
  9.

  	
  Management
  Agreement dated as of December 29, 2004 by and between Republic
  Properties Corporation and Presidents

  Park II LLC.

  
	
  10.

  	
  Management
  Agreement dated as of December 29, 2004 by and between Republic
  Properties Corporation and Presidents

  Park III LLC.

  



 





















 


*           *           *


 


Correction to Section 6.1


 


The parties hereto acknowledge that the reference in
Section 6.1 to the year “2005” is a typographical error, and the parties hereby
agree to substitute the year “2006” for the year “2005” in Section 6.1 hereof
in order to correct this typographical error and to properly document the
parties intent at the time of the Agreement’s execution on September 23, 2005.


 


[Signature Page Follows]


 





















 


In witness whereof, the parties have executed this
Correction to Section 6.1 as of October 31, 2005.


 


	
   

  	
  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, its

  
	
   

  	
   

  	
  General Partner

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Mark R. Keller

  	
   

  
	
   

  	
   

  	
  Name: Mark R. Keller

  
	
   

  	
   

  	
  Title: Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  OWNERS (for purposes of Sections 1.4 only)

  
	
   

  	
   

  
	
   

  	
  RKB Corporate Oaks LLC

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Steven A. Grigg

  	
   

  
	
   

  	
   

  	
  Name: Steven A. Grigg

  
	
   

  	
   

  	
  Title: President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  REPUBLIC CP IV LLC

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Steven A. Grigg

  	
   

  
	
   

  	
   

  	
  Name: Steven A. Grigg

  
	
   

  	
   

  	
  Title: Manager

  
							



 





















 


	
   

  	
  RKB Pender LLC

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Steven A. Grigg

  	
   

  
	
   

  	
   

  	
  Name: Steven A. Grigg

  
	
   

  	
   

  	
  Title: President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  RKB Lakeside LLC

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By: RKB Lakeside Manager LLC,

  
	
   

  	
   

  	
  Managing Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Steven A. Grigg

  	
   

  
	
   

  	
   

  	
  Name: Steven A. Grigg

  
	
   

  	
   

  	
  Title: President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  RKB Willowood LLC

  
	
   

  	
   

  
	
   

  	
   

  	
  By: RKB Willowwood Manager LLC,

  
	
   

  	
   

  	
  Managing Member

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Steven A. Grigg

  	
   

  
	
   

  	
   

  	
  Name: Steven A. Grigg

  
	
   

  	
   

  	
  Title: President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  RKB Dulles Tech LLC

  
	
   

  	
   

  
	
   

  	
   

  	
  By: RKB Dulles Tech Manager LLC,

  
	
   

  	
   

  	
  Managing Member

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Steven A. Grigg

  	
   

  
	
   

  	
   

  	
  Name: Steven A. Grigg

  
	
   

  	
   

  	
  Title: President

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  RPT 1425 New York Avenue LLC

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Mark R. Keller

  	
   

  
	
   

  	
   

  	
  Name: Mark R. Keller

  
	
   

  	
   

  	
  Title: President

  
						



 





















 


	
   

  	
  Presidents Park I LLC

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Mark R. Keller

  	
   

  
	
   

  	
   

  	
  Name: Mark R. Keller

  
	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Presidents Park II LLC

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Mark R. Keller

  	
   

  
	
   

  	
   

  	
  Name: Mark R. Keller

  
	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Presidents Park III LLC

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Mark R. Keller

  	
   

  
	
   

  	
   

  	
  Name: Mark R. Keller

  
	
   

  	
   

  	
  Title: Vice President