LIMITED PARTNERSHIP AGREEMENT OF JBG SMITH PROPERTIES LPLimited Partnership Agreement • June 21st, 2017 • JBG SMITH Properties • Real estate investment trusts • Delaware
THIS LIMITED PARTNERSHIP AGREEMENT OF JBG Smith Properties LP (this “Agreement”), dated as of [·], 2017, is entered into by and among JBG Smith Properties, a Maryland real estate investment trust (the “General Partner”), as the general partner of and a limited partner in the Partnership, and the General Partner, on behalf of and as attorney in fact for each of the persons and entities identified in the Partner Registry as a Limited Partner in the Partnership, together with any other Persons who become Partners in the Partnership as provided herein.
EMPLOYMENT AGREEMENTEmployment Agreement • July 21st, 2017 • JBG SMITH Properties • Real estate investment trusts • Maryland
Employment Agreement (the “Agreement”), dated as of July 17, 2017, by and between JBG SMITH Properties, a Maryland real estate investment trust (together with its affiliates, the “Company”), with its principal offices in Chevy Chase, Maryland and Stephen W. Theriot (“Executive”).
FORM OF JBG SMITH PROPERTIESPerformance Ltip Unit Agreement • November 2nd, 2021 • JBG SMITH Properties • Real estate investment trusts • Delaware
JBG SMITH Properties (Maryland real estate investment trust) 10,000,000 Common Shares of Beneficial Interest UNDERWRITING AGREEMENTUnderwriting Agreement • April 18th, 2019 • JBG SMITH Properties • Real estate investment trusts • New York
EMPLOYMENT AGREEMENTEmployment Agreement • February 20th, 2024 • JBG SMITH Properties • Real estate investment trusts • Maryland
This Employment Agreement (the “Agreement”), dated as of February 14, 2024, is by and between JBG SMITH Properties, a Maryland real estate investment trust (together with its affiliates, the “Company”), with its principal offices in Bethesda, Maryland and David Ritchey (“Executive”).
SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF JBG SMITH PROPERTIES LP Dated as of: December 17, 2020Limited Partnership Agreement • December 17th, 2020 • JBG SMITH Properties • Real estate investment trusts • Delaware
THIS SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF JBG SMITH Properties LP, dated as of December 17, 2020 and effective for all purposes as of January 1, 2021 except where otherwise expressly stated, is entered into by and among JBG SMITH Properties, a Maryland real estate investment trust (the “General Partner”), as the general partner of and a limited partner in the Partnership, and the General Partner, on behalf of and as attorney in fact for each of the persons and entities identified in the Partner Registry as a Limited Partner in the Partnership, together with any other Persons who become Partners in the Partnership as provided herein.
TRANSITION SERVICES AGREEMENT DATED AS OF JULY 17, 2017 BETWEEN VORNADO REALTY TRUST AND JBG SMITH PROPERTIESTransition Services Agreement • July 21st, 2017 • JBG SMITH Properties • Real estate investment trusts • New York
This Transition Services Agreement (this “Agreement”) is entered into and effective as of July 17, 2017 (the “Effective Date”), by and between Vornado Realty Trust, a Maryland real estate investment trust (“Provider”), and JBG SMITH Properties, a Maryland real estate investment trust (“Recipient”). Provider and Recipient may each be referred to herein as a “Party,” and are collectively referred to as the “Parties.”
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • July 28th, 2023 • JBG SMITH Properties • Real estate investment trusts • New York
CREDIT AGREEMENT (this “Agreement”) dated as of July 29, 2022 among JBG SMITH PROPERTIES LP, a limited partnership organized and existing under the laws of the State of Delaware (“Borrower”), WELLS FARGO BANK, NATIONAL ASSOCIATION, as agent for the Banks (in such capacity, together with its successors in such capacity, “Administrative Agent”), and the other lenders signatory hereto (said lenders signatory hereto and the lenders who from time to time become Banks pursuant to Section 3.07 or 12.05, each a “Bank” and collectively, the “Banks”).
AGREEMENT AND PLAN OF MERGER Between JBG/FUND VII TRANSFERRED, L.L.C. and JBGS/FUND VII OP MERGERCO, L.L.C. Dated as of July 17, 2017Merger Agreement • July 21st, 2017 • JBG SMITH Properties • Real estate investment trusts • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated as of July 17, 2017 (this “Agreement”), is made and entered into by and between JBGS/Fund VII OP Mergerco, L.L.C., a Delaware limited liability company (“Mergerco”), and JBG/Fund VII Transferred, L.L.C., a Delaware limited liability company (“Transferred LLC” and together with Mergerco, the “Parties”).
DATED AS OF JULY 17, 2017 EMPLOYEE MATTERS AGREEMENTEmployee Matters Agreement • July 21st, 2017 • JBG SMITH Properties • Real estate investment trusts • New York
This EMPLOYEE MATTERS AGREEMENT (the “Agreement”), dated as of July 17, 2017, is by and among Vornado Realty Trust, a Maryland real estate investment trust (“Vornado”), Vornado Realty L.P., a Delaware limited partnership (“VRLP”), JBG SMITH Properties, a Maryland real estate investment trust (“Newco”), and JBG SMITH Properties LP, a Delaware limited partnership (“Newco LP”) and together with Vornado, VRLP and Newco, each a “Party” and collectively, the “Parties”).
ContractUnit Issuance Agreement • July 21st, 2017 • JBG SMITH Properties • Real estate investment trusts • Delaware
On July 18, 2017, JBG SMITH Properties and JBG SMITH Properties LP entered into unit issuance agreements with each of the executive officers of JBG SMITH Properties listed below. The only material difference between the agreements was the number of common limited partnership units of JBG SMITH Properties LP subject to the agreement and listed in Section 1 of the agreement. A schedule of the executive officers that entered into unit issuance agreements and the number of units subject to each one’s agreement is listed below.
FORM OF JBG SMITH PROPERTIESRestricted Ltip Unit Agreement • August 3rd, 2021 • JBG SMITH Properties • Real estate investment trusts • Delaware
This RESTRICTED LTIP UNIT AGREEMENT (the “Agreement” or “Restricted LTIP Unit Agreement”) is made as of the Grant Date set forth on Schedule A hereto between JBG SMITH Properties, a Maryland real estate investment trust (the “Company”), its subsidiary JBG SMITH Properties LP, a Delaware limited partnership (the “Partnership”), and the employee of the Company or one of its affiliates listed on Schedule A (the “Employee”).
TAX MATTERS AGREEMENT between VORNADO REALTY TRUST and JBG SMITH PROPERTIES dated as of July 17, 2017Tax Matters Agreement • July 21st, 2017 • JBG SMITH Properties • Real estate investment trusts • New York
THIS TAX MATTERS AGREEMENT (the “Agreement”) is dated as of July 17, 2017 by and between Vornado Realty Trust, a Maryland real estate investment trust (“Vornado”) and JBG SMITH Properties, a Maryland real estate investment trust and a Subsidiary of Vornado immediately prior to the Vornado Distribution (as defined below) (“Newco” and, together with Vornado, the “Parties,” and each, a “Party”). Unless otherwise indicated, all “Section” references in this Agreement are to Sections of the Agreement.
CONTRIBUTION AND ASSIGNMENT AGREEMENT Between JBG SMITH PROPERTIES LP and JBG/FUND VIII LEGACY, L.L.C. Dated as of July 18, 2017Contribution and Assignment Agreement • July 21st, 2017 • JBG SMITH Properties • Real estate investment trusts • New York
This CONTRIBUTION AND ASSIGNMENT AGREEMENT, dated as of July 18, 2017 (this “Agreement”), is made and entered into by and between JBG Smith Properties LP, a Delaware limited partnership (the “Operating Partnership”), and JBG/Fund VIII Legacy, L.L.C., a Delaware limited liability company (“Legacy LLC” and together with the Operating Partnership, the “Parties”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 21st, 2017 • JBG SMITH Properties • Real estate investment trusts • Maryland
This REGISTRATION RIGHTS AGREEMENT is entered into as of July 18, 2017 by and among JBG Smith Properties, a Maryland real estate investment trust (the “Company”), and the holders listed on Schedule I hereto (each an “Initial Holder” and, collectively, the “Initial Holders”).
ContractLimited Partnership Agreement • March 12th, 2018 • JBG SMITH Properties • Real estate investment trusts • Delaware
SEPARATION AND DISTRIBUTION AGREEMENT BY AND AMONG VORNADO REALTY TRUST, VORNADO REALTY L.P., JBG SMITH PROPERTIES AND JBG SMITH PROPERTIES LP DATED AS OF JULY 17, 2017Separation and Distribution Agreement • July 21st, 2017 • JBG SMITH Properties • Real estate investment trusts • New York
This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of July 17, 2017 (this “Agreement”), is by and among Vornado Realty Trust, a Maryland real estate investment trust (“Vornado”), Vornado Realty L.P., a Delaware limited partnership (“Vornado OP”), JBG Smith Properties, a Maryland real estate investment trust (“Newco”), and JBG Smith Properties LP, a Delaware limited partnership (“Newco OP”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.
FORM OF JBG SMITH PROPERTIESRestricted Ltip Unit Agreement • June 21st, 2017 • JBG SMITH Properties • Real estate investment trusts • Delaware
RESTRICTED LTIP UNIT AGREEMENT (the “Agreement” or “Restricted LTIP Unit Agreement”) made as of the Grant Date set forth on Schedule A hereto between JBG SMITH Properties, a Maryland real estate investment trust (the “Company”), its subsidiary JBG SMITH Properties LP, a Delaware limited partnership (the “Partnership”), and the trustee of the Company or one of its affiliates listed on Schedule A (the “Grantee”).
MASTER TRANSACTION AGREEMENT by and among VORNADO REALTY TRUST, VORNADO REALTY L.P., JBG PROPERTIES INC., JBG/OPERATING PARTNERS, L.P., THE JBG PARTIES SET FORTH ON SCHEDULE A, VORNADO DC SPINCO and VORNADO DC SPINCO OP LP dated as of October 31, 2016Master Transaction Agreement • June 12th, 2017 • JBG SMITH Properties • Real estate investment trusts • New York
THIS LIMITED PARTNERSHIP AGREEMENT OF JBG SMITH Properties LP (this “Agreement”), dated as of [·], 2017, is entered into by and among JBG SMITH Properties, a Maryland real estate investment trust (the “General Partner”), as the general partner of and a limited partner in the Partnership, and the General Partner, on behalf of and as attorney in fact for each of the persons and entities identified in the Partner Registry as a Limited Partner in the Partnership, together with any other Persons who become Partners in the Partnership as provided herein.
AMENDMENT NO. 1 TO MASTER TRANSACTION AGREEMENTMaster Transaction Agreement • July 21st, 2017 • JBG SMITH Properties • Real estate investment trusts • New York
This AMENDMENT NO. 1 TO MASTER TRANSACTION AGREEMENT (hereinafter referred to as this “Amendment”), dated as of July 17, 2017, is made by and among Vornado Realty Trust, a Maryland real estate investment trust (“Vornado”), Vornado Realty L.P., a Delaware limited partnership (“Vornado OP”, and together with Vornado, the “Vornado Parties”), JBG Properties, Inc., a Maryland corporation (“JBG Properties”), JBG/Operating Partners, L.P., a Delaware limited partnership (“JBG Operating Partners” and together with JBG Properties, the “JBG Management Entities”) and the JBG Properties affiliates listed on Schedule A of the Agreement (as defined below) (the “JBG Funds” and together with the JBG Management Entities, the “JBG Parties”), JBG SMITH Properties (f/k/a Vornado DC Spinco), a Maryland real estate investment trust (“Newco”) and JBG SMITH Properties LP (f/k/a Vornado DC Spinco OP LP), a Delaware limited partnership (“Newco OP”, and together with the Vornado Parties, the JBG Parties and Newco
FORM OF JBG SMITH PROPERTIESAppreciation-Only Ltip Unit Agreement • February 20th, 2024 • JBG SMITH Properties • Real estate investment trusts • Delaware
This APPRECIATION-ONLY LTIP UNIT AGREEMENT (the “Award Agreement”) is made as of the Grant Date set forth on Schedule A hereto between JBG SMITH Properties, a Maryland real estate investment trust (the “Company”), its subsidiary JBG SMITH Properties LP, a Delaware limited partnership (the “Partnership”), and the employee of the Company or one of its affiliates listed on Schedule A (the “Employee”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 21st, 2017 • JBG SMITH Properties • Real estate investment trusts • Maryland
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is entered into as of [ ], 2017, by and among JBG SMITH Properties, a Maryland real estate investment trust (the “Company” or the “Indemnitor”) and [ ] (the “Indemnitee”).
FOURTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • August 2nd, 2022 • JBG SMITH Properties • Real estate investment trusts • New York
CREDIT AGREEMENT (this “Agreement”) dated as of July 18, 2017 among JBG SMITH PROPERTIES LP, a limited partnership organized and existing under the laws of the State of Delaware (“Borrower”), WELLS FARGO BANK, NATIONAL ASSOCIATION, as agent for the Banks (in such capacity, together with its successors in such capacity, “Administrative Agent”), and the other lenders signatory hereto (said lenders signatory hereto and the lenders who from time to time become Banks pursuant to Section 3.07 or 12.05 and, if applicable, any of the foregoing lenders’ Designated Lenders, each a “Bank” and collectively, the “Banks”).
AGREEMENT AND PLAN OF MERGER Between JBG/OPERATING PARTNERS, L.P. and JBGS/OP MERGERCO, L.L.C. Dated as of July 17, 2017Merger Agreement • July 21st, 2017 • JBG SMITH Properties • Real estate investment trusts • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated as of July 17, 2017 (this “Agreement”), is made and entered into by and between JBG/Operating Partners, L.P., a Delaware limited partnership (the “Merging Entity”), and JBGS/OP Mergerco, L.L.C., a Delaware limited liability company (the “Surviving Entity” and together with the Merging Entity, the “Parties”).
CONTRIBUTION AND ASSIGNMENT AGREEMENT Between JBG PROPERTIES, INC. and JBG SMITH PROPERTIES LP Dated as of July 18, 2017Contribution and Assignment Agreement • July 21st, 2017 • JBG SMITH Properties • Real estate investment trusts • New York
THIS CONTRIBUTION AND ASSIGNMENT AGREEMENT, dated as of July 18, 2017 (this “Agreement”), is made and entered into by and between JBG Properties, Inc., a Maryland corporation (“JBG Properties”), and JBG Smith Properties LP, a Delaware limited partnership (“Newco OP”, and together with JBG Properties, the “Parties”).
FORM OF JBG SMITH PROPERTIESFormation Unit Agreement • June 12th, 2017 • JBG SMITH Properties • Real estate investment trusts • Delaware
FORMATION UNIT AGREEMENT (the “Agreement” or “Formation Unit Agreement”) made as of the Grant Date set forth on Schedule A hereto between JBG SMITH Properties, a Maryland real estate investment trust (the “Company”), its subsidiary JBG SMITH Properties LP, a Delaware limited partnership (the “Partnership”), and the trustee of the Company or one of its affiliates listed on Schedule A (the “Grantee”).
SEPARATION AGREEMENT AND RELEASESeparation Agreement • November 3rd, 2020 • JBG SMITH Properties • Real estate investment trusts • Maryland
Separation Agreement and Release (the “Agreement”) by and between JBG SMITH Properties, a Maryland real estate investment trust (together with its affiliates, the “Company”), with its principal offices in Bethesda, Maryland and Robert A. Stewart (the “Executive”).
AGREEMENT EQUITY AWARD IN LIEU OF ANNUAL CASH BONUSEquity Award Agreement • February 20th, 2024 • JBG SMITH Properties • Real estate investment trusts • Delaware
FORM OF JBG SMITH PROPERTIESRestricted Share Unit Agreement • February 23rd, 2021 • JBG SMITH Properties • Real estate investment trusts • Delaware
RESTRICTED SHARE UNIT AGREEMENT (the “Restricted Share Unit Agreement” or “Award Agreement”) made as of the Grant Date set forth on Schedule A hereto between JBG SMITH Properties, a Maryland real estate investment trust (the “Company”), and the employee of the Company or one of its affiliates listed on Schedule A (the “Employee”).
JBG SMITH Properties Common Shares ($0.01 par value) EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • July 2nd, 2018 • JBG SMITH Properties • Real estate investment trusts • New York
CONSULTING AGREEMENTConsulting Agreement • June 12th, 2017 • JBG SMITH Properties • Real estate investment trusts • Maryland
Consulting Agreement (the “Agreement”), dated as of March 10, 2017, by and between JBG SMITH Properties, a Maryland real estate investment trust (together with its affiliates, the “Company”), with its principal offices in Chevy Chase, Maryland and Mitchell Schear (“Consultant”).
CREDIT AGREEMENT dated as of July 18, 2017, among JBG SMITH PROPERTIES LP, as Borrower,Credit Agreement • July 21st, 2017 • JBG SMITH Properties • Real estate investment trusts • New York
CREDIT AGREEMENT (this “Agreement”) dated as of July 18, 2017 among JBG SMITH PROPERTIES LP, a limited partnership organized and existing under the laws of the State of Delaware (“Borrower”), WELLS FARGO BANK, NATIONAL ASSOCIATION, as agent for the Banks (in such capacity, together with its successors in such capacity, “Administrative Agent”), and the other lenders signatory hereto (said lenders signatory hereto and the lenders who from time to time become Banks pursuant to Section 3.07 or 12.05 and, if applicable, any of the foregoing lenders’ Designated Lenders, each a “Bank” and collectively, the “Banks”).
RETIREMENT AGREEMENT AND RELEASERetirement Agreement • August 2nd, 2022 • JBG SMITH Properties • Real estate investment trusts • Maryland
Retirement Agreement and Release (the “Agreement”) by and between JBG SMITH Properties, a Maryland real estate investment trust (together with its affiliates, the “Company”), with its principal offices in Bethesda, Maryland and David P. Paul (the “Executive”).
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • August 2nd, 2022 • JBG SMITH Properties • Real estate investment trusts • New York
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of July 29, 2022, is made by and between JBG SMITH PROPERTIES LP, a limited partnership formed under the laws of the State of Delaware (“Borrower”), the Banks party hereto (the “Banks”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (“Administrative Agent”).
FORM OF JBG SMITH PROPERTIES UNIT ISSUANCE AGREEMENTUnit Issuance Agreement • January 24th, 2017 • JBG SMITH Properties • Delaware
UNIT ISSUANCE AGREEMENT (the “Agreement” or “Unit Issuance Agreement”) made as of [·], 2017 between JBG SMITH Properties, a Maryland real estate investment trust (the “Company”), its subsidiary JBG SMITH Properties LP, a Delaware limited partnership (the “Partnership”), and [·] (the “Unit Holder”).
