Exhibit 10.3


 


CONTRIBUTION
AGREEMENT

(RPT 1425)


 


THIS
CONTRIBUTION AGREEMENT (RPT 1425) (this “Agreement”) is
entered into as of September 23, 2005 by and among Republic Property
Trust, a Maryland real estate investment trust (“Republic”),
Republic Property Limited Partnership, a Delaware limited partnership (the “Operating Partnership”), and the partners of RPT 1425
Investors L.P., a Delaware limited partnership (“RPT 1425”),
listed on Exhibit A hereto (each a “Partner”
and, collectively, the “Partners”), which
Partners are represented by RPT 1425
(General Partner) LLC, a Delaware limited liability company (the “General Partner”), as the attorney-in-fact
and agent of each Partner.


 


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


 


WHEREAS, each
Partner currently owns the interests in RPT 1425, which, as of the date hereof,
are set forth opposite their names on Exhibit A
hereto (the “Interests”);


 


WHEREAS, in
connection with the IPO Transactions, each Partner desires to contribute to the
Operating Partnership, and the Operating Partnership desires to acquire, all of
such Partner’s right, title and interest in and to the Interests in exchange
for either (i) Class A units of limited partnership interest in the
Operating Partnership (the “Units”), (ii) REIT
Shares, (iii) an amount in United States dollars (“Cash”);
or (iv) a combination of REIT Shares and Cash, on the terms and subject to
the conditions set forth herein;


 


WHEREAS, the
Limited Partnership Agreement for RPT 1425 (the “RPT 1425
Agreement”) grants to the General Partner the right to cause the
Partners to sell, transfer, contribute or otherwise dispose of their respective
Interests in connection with the IPO Transactions, including pursuant to this
Agreement; and


 


WHEREAS,
pursuant to the RPT 1425 Agreement, each Partner has appointed the General
Partner as his, her or its true and lawful attorney-in-fact and agent with full
power and authority to make, execute, sign, acknowledge, deliver, file and
record any and all assignments and conveyances of the Interests.


 


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, Republic, the Operating
Partnership, the Partners and the General Partner agree as follows:


 





















 


ARTICLE I:
CONTRIBUTION OF INTERESTS


 


1.1           Contribution.


 


(a)   Subject
to the terms and conditions hereof, each Partner agrees to contribute or
otherwise transfer to the Operating Partnership, and the Operating Partnership
agrees to acquire and accept from such Partner, at the Closing (as hereinafter
defined), all of such Partner’s right, title and interest in and to the
Interests.


 


(b)   Subject
to the terms and conditions hereof, at the Closing, the Operating Partnership
agrees to assume from the Partners and thereafter pay, honor, discharge and
perform, in accordance with their respective terms, all of the liabilities and
obligations of the Partners associated with the Interests, to the extent any
such liabilities or obligations exist (the “Assumed
Liabilities”).


 


(c)   The
Operating Partnership reserves the right not to acquire the Interests and to
terminate this Agreement at any time if it determines, in its sole and absolute
discretion, that the purchase of the Interests pursuant to this Agreement would
not be appropriate for, or in the best interests of, the Operating Partnership.


 


1.2           Issuance of Units and REIT Shares (or
Payment of Cash).


 


(a)           Except
as provided in Section 1.2(c) hereto and subject to a reduction
pursuant to Section 1.2(d) hereof, each Partner listed on Exhibit A
hereto with a residency of the United States (a “U.S. Partner”)
shall receive a number of Units (rounded to the nearest whole Unit) in exchange
for his, her or its Interests equal to (i) such U.S. Partner’s
Consideration Amount (as defined on Exhibit B hereto) divided by (ii) the
initial public offering price of a REIT Share (“Republic IPO
Price”), in a transaction intended to qualify for nonrecognition of
gain to the U.S. Partners pursuant to Section 721 of the Internal Revenue
Code of 1986, as amended (the “Code”).  The Units that a U.S. Partner is entitled to
receive pursuant to this Section 1.2(a) are referred to as the “Unit Consideration.” 
The rights of U.S. Partners as 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)           Except
as provided in Section 1.2(c) hereto and subject to a reduction pursuant
to Section 1.2(d) hereof, each Partner that is not a U.S. Partner (a “Non-U.S. Partner”) may make an election to receive either (i) a
number of REIT Shares (rounded to the nearest whole REIT Share) in exchange for
his, her or its Interests equal to (A) such Non-U.S. Partner’s
Consideration Amount (as defined on Exhibit B hereto) divided by (B) the
Republic IPO Price; (ii) Cash in an amount equal to the product of (a) 91.5%
and (b) such Non-U.S. Partner’s
Consideration 


 


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Amount; or (iii) a combination of
REIT Shares and Cash to be selected by the Non-U.S. Partner with such Non-U.S.
Partner’s Consideration Amount allocated between (i) and (ii) of this
Section 1.2(b).  The REIT Shares
that a Non-U.S. Partner is entitled to receive pursuant to this Section 1.2(b) are
referred to as the “REIT Share Consideration.”  The Cash that a Partner is entitled to
receive pursuant to this Section 1.2(b) and Section 1.2(c) below
is referred to as the “Cash Consideration.”


 


(c)           In the event that any
Partner (i) does not complete an
investor questionnaire, (the “Investor Questionnaire”)
a form of which was attached as an exhibit to the Private Placement
Memorandum (the “Memorandum”) previously delivered
by the Operating Partnership and Republic to each Partner on July 22, 2005
in connection with this Agreement and
return such Investor Questionnaire to Republic by the deadline set forth in the
Memorandum; (ii) cannot make the representations included in the Investor
Questionnaire which are required to be made in order to establish an exemption
from the registration requirements under the U.S. securities laws with respect
to the issuance of Units or REIT Shares, as applicable, pursuant to this
Agreement; or (iii) with respect to a U.S. Partner, fails to provide the
certification required in Section 6.2(c), such Partner will receive Cash
in an amount equal to the product of (i) such Partner’s Consideration
Amount multiplied by (ii) 91.5%, subject to a reduction pursuant to
Section 1.2(d) hereof, and no
Units or REIT Shares, as applicable, will be issued to any such Partner.


 


(d)           All
consideration that a Partner is entitled to receive pursuant to this Agreement
shall be reduced by any withholding obligation imposed on the Operating
Partnership under the Internal Revenue Code of 1986, as amended (the “Code”), including, without limitation, any withholding
obligations under Sections 1445 and 3406 of the Code as determined by the Operating
Partnership in its sole and absolute discretion.


 


(e)           The
Operating Partnership will pay all transfer taxes imposed on the parties to
this Agreement in connection with the transfer and sale of Interests pursuant
to this Agreement (the “Transfer Taxes”).


 


(f)            At
the Closing, (i) the Operating Partnership shall issue the Unit
Consideration to the U.S. Partners entitled to receive Units (as determined
pursuant to Section 1.2(a) above); (ii) Republic will contribute
to the Operating Partnership the number of REIT Shares necessary for payment by
the Operating Partnership of the REIT Share Consideration in exchange for a
like number of Units; (iii) Republic will contribute to the Operating
Partnership an amount of Cash equal to the sum of the amount of Cash necessary
for payment by the Operating Partnership of the (a) Cash Consideration, (b) Transfer
Taxes and (c) any withholding obligation described in Section 1.2(d) in
exchange for a like number of Units; (iv) the Operating Partnership shall
deliver the REIT Share Consideration to the Non-U.S. Partners entitled to
receive REIT Shares (as determined pursuant to 


 


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Section 1.2(b) above);
and (v) the Operating Partnership shall deliver the Cash Consideration to
each Partner entitled to receive Cash (as determined pursuant to Sections 1.2(b) and
1.2(c)).  The name of each U.S. Partner
receiving Units pursuant to this Agreement and the number of Units issued to
such U.S. Partner at the Closing shall be recorded in the books and records of
the Operating Partnership.  The name of
each Non-U.S. Partner receiving REIT Shares pursuant to this Agreement and the
number of REIT Shares issued to such Non-U.S. Partner at the Closing shall be
recorded in the shareholder register of Republic.


 


1.3           Admission as a Limited Partner.  Upon execution and
delivery of the Limited Partner Acceptance to the Partnership Agreement,
attached hereto as Exhibit D
(the “Limited Partner Acceptance”), by each
U.S. Partner entitled to receive Units pursuant to Section 1.2(a), and
subject to the completion of the Closing, each such U.S. Partner shall be
admitted as a limited partner of the Operating Partnership and, as such, shall
be subject to, and bound by, the Partnership Agreement, including all the terms
and conditions thereof, and the power of attorney granted therein.


 


ARTICLE II:
REPRESENTATIONS, WARRANTIES AND COVENANTS OF PARTNERS


 


As a material
inducement to Republic and the Operating Partnership to enter into this
Agreement and to consummate the transactions contemplated hereby, each Partner,
severally and not jointly, hereby makes to Republic and the Operating
Partnership, as to itself, 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           Title
to the Interests.  Each Partner owns,
directly or indirectly, and at the Closing will own beneficially and of record,
free and clear of any claim, lien (including tax liens), option, charge,
security interest, mortgage, deed of trust, encumbrance, rights of assignment,
purchase rights or other rights of any nature whatsoever of any third party,
and has or will have at the Closing full power and authority to convey, the
Interests and, upon delivery of an assignment by such Partner conveying such
Interests against payment of consideration for such Interests as herein
provided, the Operating Partnership (or its designee) will acquire good and
valid title thereto.


 


2.2           Authority.  Each Partner 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 such Partner
pursuant to this Agreement; (b) to carry out the transactions contemplated
hereby and thereby; and (c) to transfer, sell and deliver all of its
Interests to the Operating Partnership (or its designee) in accordance with
this Agreement.  This Agreement and each
agreement, document and instrument executed and delivered by or on behalf of


 


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such Partner pursuant to this
Agreement constitutes, or when executed and delivered will constitute, the
legal, valid and binding obligation of such Partner, each enforceable in
accordance with its respective terms.


 


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


 


2.5           Litigation.  There is no (a) litigation or
proceeding, either judicial or administrative, pending or, to each Partner’s
knowledge, threatened, affecting all or any portion of such Partner’s Interests
and (b) outstanding order, writ, injunction or decree of any court,
government, governmental entity or authority or arbitration against or
affecting all or any portion of such Partner’s Interests, which in the case of (a) and
(b) hereof, would impair such Partner’s ability to enter into and perform
all of such Partner’s obligations under this Agreement.


 


2.6           Status
as a United States Person.  Each U.S.
Partner represents and warrants that it is not a foreign person (nor is it a “disregarded
entity” held by a foreign person) within the meaning of Section 1445 of
the Code.


 


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


 


2.8           No
Brokers.  No Partner has entered
into, and each 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 or Republic to pay any finder’s fee,
brokerage commission or similar payment in connection with the transactions
contemplated hereby (other than underwriting fees paid in connection with the
IPO).


 


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


 


2.10         Securities
Law Matters; Transfer Restrictions. Each Partner acknowledges that (i) Republic
and the Operating Partnership intend the offer and issuance of any Units or
REIT Shares to any Partner to be exempt from registration under the Securities
Act of 1933, as amended (the “Securities Act”),
and applicable 


 


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state securities laws by virtue
of either (A) the status of such Partner as a “Non-U.S.
Person” within the meaning of Rule 902(k) of Regulation S (“Regulation S”) under the Securities Act, and acquisition of
the REIT Shares by such Partner in an “offshore transaction”
within the meaning of, and pursuant to, Regulation S, or
(B) the status of such Partner as an “accredited investor”
within the meaning of Rule 501(a) of Regulation D under the
Securities Act (“Regulation D”) acquiring the Units
in a transaction exempt from registration pursuant to Rule 506 of
Regulation D, and (ii) in issuing any Units or REIT Shares pursuant to the
terms of this Agreement, Republic and the Operating Partnership are relying on
the representations made by such Partner as set forth in the Investor
Questionnaire, such representations to be substantially in the form as set
forth on Exhibit C attached hereto.


 


2.11         Reliance.  Each Partner acknowledges that Republic and
the Operating Partnership may rely upon the representations and warranties in
this Article II in determining whether to enter into this Agreement.  Each Partner agrees, severally and not
jointly, to indemnify, defend and hold harmless the Operating Partnership,
Republic 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 as
it relates to such Partner; provided, however,
the indemnification obligation of the Partners hereunder is limited in the case
of each Partner to the value of the consideration such Partner will receive in
connection with such Partner’s sale of Interests pursuant to this Agreement.


 


ARTICLE III:  REPRESENTATIONS AND WARRANTIES OF REPUBLIC
AND THE OPERATING PARTNERSHIP


 


As a material
inducement to the Partners to enter into this Agreement and to consummate the
transactions contemplated hereby, Republic and the Operating Partnership hereby
make to the Partners 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 of the Operating Partnership. 
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.


 


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3.2           Organization
and Standing of Republic.  Republic
is a real estate investment trust organized, validly existing and in good
standing under Maryland law, and has the requisite 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.  Republic is duly
qualified to conduct business as a foreign real estate investment trust where
necessary and is in good standing in the states in which it is so qualified.


 


3.3.          Authority.  Each of Republic and 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 Republic and 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 and
the REIT Shares to Partners in accordance with this Agreement.  This Agreement and each agreement, document
and instrument executed and delivered by or on behalf of Republic and the
Operating Partnership pursuant to this Agreement constitutes, or when executed
and delivered will constitute, the legal, valid and binding obligation of
Republic and the Operating Partnership, each enforceable in accordance with its
respective terms.


 


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


 


3.5.          Litigation.  There is no (a) litigation or
proceeding, either judicial or administrative, pending or, to Republic’s or the
Operating Partnership’s knowledge, threatened, affecting all or any portion of
the Units or the REIT Shares being issued hereunder and (b) outstanding
order, writ, injunction or decree of any court, government, governmental entity
or authority or arbitration against or affecting all or any portion of the REIT
Shares or the Units, which in the case of (a) and (b) hereof, would
impair Republic’s or the Operating Partnership’s ability to enter into and
perform all of Republic’s or the Operating Partnership’s obligations under this
Agreement.


 


3.6           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 or as agreed
between the Operating Partnership and any limited partner in the Operating
Partnership.


 


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3.7           REIT
Shares Validly Issued.  The REIT
Shares, when issued, will have been duly and validly authorized and issued,
free of any preemptive or similar rights.


 


3.8           No
Brokers.  Neither of Republic or the
Operating Partnership has entered into, and each covenants that it will not
enter into, any agreement, arrangement or understanding with any person or firm
which will result in the obligation of any Partner to pay any finder’s fee,
brokerage commission or similar payment in connection with the transactions
contemplated hereby (other than underwriting fees paid in connection with the
IPO).


 


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


 


3.10         Reliance.
 Republic and the Operating Partnership
acknowledge that each Partner may rely upon the representations and warranties
in this Article III in determining whether to enter into this
Agreement.  Republic and the Operating
Partnership agree to indemnify, defend and hold harmless each Partner 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:
COVENANTS


 


4.1.          Restrictions on
Transfer.    From the date hereof through
the Closing, the Partners shall not, without the prior written consent of the
Operating Partnership:


 


(a)           Sell, transfer
(or agree to sell or transfer) or otherwise dispose of all or any portion of
their Interests;


 


(b)           Mortgage,
pledge or encumber (or permit to become encumbered) all or any portion of their
Interests;


 


(c)           Amend, modify
or terminate any material agreements or other instruments relating to their
Interests; or


 


(d)           Cause RPT 1425
to make any distributions.


 


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4.2           Tax Information.  From the date hereof and subsequent to the
Closing, each Partner agrees to provide the Operating Partnership with such tax
information relating to the Interests that is in such Partner’s possession or
control and that is reasonably requested by the Operating Partnership and not
otherwise in the Operating Partnership’s possession or control and to cooperate
with the Operating Partnership in connection therewith.


 


4.3           Section 704(c) Allocations
and Methods.  The Operating
Partnership shall elect to use the “traditional method” set forth in Section 1.704-3(b) of
the Treasury Regulations with respect to the property currently held indirectly
by RPT 1425 and any replacement property (the “Property”)
with a provision for a “curative” allocation of gain to the Partners (or their
successors in interest) upon a taxable disposition of the Property in an amount
sufficient to eliminate any remaining disparities between the book items and
tax items of any other partners of the Operating Partnership with respect to
the Property attributable to the
application of the “ceiling rule” under the “traditional method.”


 


ARTICLE V:
CONDITIONS TO CLOSING


 


5.1           Conditions
to the Obligation of Republic and the Operating Partnership to Close.  The obligation of Republic and 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 Republic and the Operating Partnership):


 


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


 


(b)           Representations
and Warranties.  The representations
and warranties made by the 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.  Each Partner shall have performed and
complied with all agreements and covenants that such Partner 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.


 


5.2           Conditions
to Partners’ Obligation to Close. 
The obligation of each Partner 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 such Partner):


 


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


 


(b)           Performance.  Republic and the Operating Partnership shall
have performed and complied with all agreements and covenants that they each
are 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.


 


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


 


ARTICLE VI:
CLOSING


 


6.1           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.


 


6.2           Closing
Deliveries by U.S. Partners Receiving Units.  At the Closing, each U.S. Partner receiving
Units in accordance with this Agreement shall deliver to the Operating
Partnership:


 


(a)           a
duly executed Assignment and Assumption Agreement, substantially in the form
attached hereto as Exhibit E (“Assignment Agreement”),


 


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pursuant to which (i) such
U.S. Partner shall convey to the Operating Partnership or its designee title to
the Interests, and (ii) the Operating Partnership shall assume the Assumed
Liabilities;


 


(b)           a
duly executed Limited Partner Acceptance; and


 


(c)           a
certificate of non-foreign status substantially in the form attached as Exhibit F.


 


6.3          Closing
Deliveries by Non-U.S. Partners Receiving REIT Shares or Partners Receiving
Cash.  At the Closing, each Non-U.S.
Partner receiving REIT Shares and/or Cash and Partners receiving Cash, as the
case may be, pursuant to this Agreement shall deliver to the Operating
Partnership:


 


(a)           a
duly executed Assignment Agreement, pursuant to which (i) such Partner
shall convey to the Operating Partnership or its designee title to the Interests,
and (ii) the Operating Partnership shall assume the Assumed Liabilities.


 


6.4           Closing
Deliveries by the Operating Partnership and Republic.


 


(a)           At
the Closing, the Operating Partnership shall deliver to each Partner, as
applicable, the following:


 


(i)            the Unit
Consideration determined in accordance with Section 1.2(a);


 


(ii)           the REIT Share Consideration determined in
accordance with Section 1.2(b);


 


(iii)          the Cash Consideration determined in
accordance with Sections 1.2 (b) and 1.2(c);


 


(iv)          a
duly executed Assignment Agreement.


 


(b)           At
the Closing, Republic shall deliver to the Operating Partnership the REIT
Shares and Cash required to be delivered in accordance with Section 1.2(f).


 


ARTICLE VII:  MISCELLANEOUS


 


7.1           Term of Agreement.  Subject
to Section 1.1(c), 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, Republic nor the Partners shall
have any further obligations pursuant to this Agreement except as specifically
set forth in this Agreement.


 


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7.2           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.


 


7.3           Entire
Agreement; Counterparts; Applicable Law. 
This Agreement (a) shall, together with the Partnership Agreement
and the RPT 1425 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.


 


7.4           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.


 


7.5           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.


 


7.6           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.


 


7.7           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.


 


7.8           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 


 


12





















 


any customer, affiliate,
stockholder, partner, member, director, officer, or employee of any party to
this Agreement or any other person or entity.


 


 


[Remainder of page intentionally left blank]


 


13





















 


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
  Property Trust

  
	
   

  	
   

  
	
   

  	
  By:

  	
                    /s/
  Mark R. Keller

  	
   

  
	
   

  	
  Name: Mark
  R. Keller

  
	
   

  	
  Title: Chief
  Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Republic
  Property Limited Partnership

  
	
   

  	
   

  
	
   

  	
  By: Republic
  Property Trust, its General

  Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
                    /s/
  Mark R. Keller

  	
   

  
	
   

  	
  Name: Mark
  R. Keller

  
	
   

  	
  Title: Chief
  Executive Officer

  



 


 


	
  Partners
  of RPT 1425 Investors L.P.

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Bowman Brown

  	
   

  	
  **

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Breckenridge
  Finance

  	
   

  	
  **

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Cabana
  Pacific

  	
   

  	
  **

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Camay Trust

  	
   

  	
  **

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Citco Global
  Custody N.V.

  	
   

  	
  **

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Clearwater
  Investments

  	
   

  	
  **

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Colville
  International Ltd.

  	
   

  	
  **

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Dicara
  Limited

  	
   

  	
  **

  	
   

  



 





















 


	
  Greencay SA

  	
   

  	
  **

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Hopkins
  Participation Corporation

  	
   

  	
  **

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Hyun Sook
  Hamlyn

  	
   

  	
  **

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Inversiones
  2205

  	
   

  	
  **

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  KRIVCO/1425
  LLC

  	
   

  	
  **

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Laredo
  Development

  	
   

  	
  **

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  New Olympia
  Holdings

  	
   

  	
  **

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Seam Finance

  	
   

  	
  **

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Stonehouse
  Towers Inc.

  	
   

  	
  **

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Telford
  Associates Limited

  	
   

  	
  **

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Triton
  Overseas Ltd.

  	
   

  	
  **

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Unimar, Inc.

  	
   

  	
  **

  	
   

  



 










	
  ** Pursuant to a Power of Attorney

  
	
   

  	
  By:

  	
  RPT 1425 (General Partner) LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
                    /s/
  Mark R. Keller

  	
   

  
	
   

  	
  By:

  	
  Mark R.
  Keller

  
	
   

  	
   

  	
  Manager

  
	
   

  	
   

  	
  Attorney-in-Fact

  



 


 


[Signature Page to
Contribution Agreement (RPT 1425)]


 


15





















 


EXHIBIT A

Schedule of Interests to be Contributed 


 


Schedule of Interests owned and to be contributed by each Partner:


 


	
  Name of Partner

  	
   

  	
  Residency

  	
   

  	
  Percent of

  Interests to be

  Contributed to

  the Operating

  Partnership

  	
   

  
	
  Bowman Brown

  	
   

  	
  United
  States

  	
   

  	
  1.0000

  	
  %

  
	
  Breckenridge
  Finance

  	
   

  	
  British
  Virgin Islands

  	
   

  	
  0.6667

  	
  %

  
	
  Cabana Pacific

  	
   

  	
  British
  Virgin Islands

  	
   

  	
  0.6667

  	
  %

  
	
  Calmay Trust

  	
   

  	
  Liechtenstein

  	
   

  	
  0.6667

  	
  %

  
	
  Citgo Global
  Custody N.V.

  	
   

  	
  Netherlands

  	
   

  	
  1.3333

  	
  %

  
	
  Clearwater
  Investments

  	
   

  	
  Panama

  	
   

  	
  0.6667

  	
  %

  
	
  Colville
  International Ltd.

  	
   

  	
  British
  Virgin Islands

  	
   

  	
  20.0000

  	
  %

  
	
  Dicara Ltd

  	
   

  	
  British
  Virgin Islands

  	
   

  	
  6.6667

  	
  %

  
	
  Greencay SA

  	
   

  	
  British
  Virgin Islands

  	
   

  	
  13.3333

  	
  %

  
	
  Hopkins
  Participation Corporation

  	
   

  	
  British
  Virgin Islands

  	
   

  	
  13.3333

  	
  %

  
	
  Hyun Sook
  Hamlyn

  	
   

  	
  Hong Kong

  	
   

  	
  0.6667

  	
  %

  
	
  Inversiones
  2205

  	
   

  	
  Panama

  	
   

  	
  2.3333

  	
  %

  
	
  KRIVCO/1425
  LLC

  	
   

  	
  U.S.

  	
   

  	
  13.3333

  	
  %

  
	
  Laredo
  Development

  	
   

  	
  British
  Virgin Islands

  	
   

  	
  13.3333

  	
  %

  
	
  New Olympia
  Holdings

  	
   

  	
  Grand Cayman

  	
   

  	
  1.3333

  	
  %

  
	
  RPT 1425
  (General Partner) LLC

  	
   

  	
  United
  States

  	
   

  	
  0

  	
  %

  
	
  Seam
  Finanace

  	
   

  	
  Panama

  	
   

  	
  0.6667

  	
  %

  
	
  Stonehouse
  Towers Inc.

  	
   

  	
  British
  Virgin Islands

  	
   

  	
  0.6667

  	
  %

  
	
  Telford
  Associates Limited

  	
   

  	
  British
  Virgin Islands

  	
   

  	
  6.6667

  	
  %

  
	
  Triton
  Overseas Ltd.

  	
   

  	
  Bahamas

  	
   

  	
  1.0000

  	
  %

  
	
  Unimar, Inc.

  	
   

  	
  United
  States

  	
   

  	
  1.6667

  	
  %

  



 


A-1





















 


EXHIBIT B



 


Consideration
Amount


 


The Consideration Amount for a Partner is
equal to:


 


((PSP) *$18,000,000)


 


	
  PSP

  	
  =

  	
  Partner Share of Partnership Proceeds

  



 


“Partner Share
of Partnership Proceeds” means, at the time of the IPO, the percentage of
proceeds that would be distributed by RPT 1425 to such Partner if RPT 1425 were
to liquidate.


 


B-1