FORM OF JBG SMITH PROPERTIESPerformance Ltip Unit Agreement • June 12th, 2017 • JBG SMITH Properties • Real estate investment trusts • Delaware
AGREEMENT AND PLAN OF MERGER BetweenMerger Agreement • June 12th, 2017 • JBG SMITH Properties • Real estate investment trusts • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated as of [·], 2017 (this “Agreement”), is made and entered into by and between Fund [·] OP Mergerco, a Delaware limited liability company (“Mergerco”), and Fund [·] Transferred LLC, a Delaware limited liability company (“Transferred LLC” and together with Mergerco, the “Parties”).
FORM OF JBG SMITH PROPERTIES UNIT ISSUANCE AGREEMENTUnit Issuance Agreement • June 12th, 2017 • JBG SMITH Properties • Real estate investment trusts • 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”).
FORM OF JBG SMITH PROPERTIESRestricted Ltip Unit Agreement • June 12th, 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 employee of the Company or one of its affiliates listed on Schedule A (the “Employee”).
CONTRIBUTION AND ASSIGNMENT AGREEMENT Between JBG SMITH PROPERTIES LP andContribution and Assignment Agreement • June 12th, 2017 • JBG SMITH Properties • Real estate investment trusts • New York
This CONTRIBUTION AND ASSIGNMENT AGREEMENT, dated as of [·], 2017 (this “Agreement”), is made and entered into by and between JBG SMITH Properties LP, a Delaware limited partnership (the “Operating Partnership”), and [·] Legacy LLC, a Delaware limited liability company (“Legacy LLC” and together with the Operating Partnership, the “Parties”).
SEPARATION AND DISTRIBUTION AGREEMENT BY AND AMONG VORNADO REALTY TRUST, VORNADO REALTY L.P., JBG SMITH PROPERTIES AND JBG SMITH PROPERTIES LPSeparation and Distribution Agreement • June 12th, 2017 • JBG SMITH Properties • Real estate investment trusts • New York
This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of [•], 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.
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.
INDEMNIFICATION AGREEMENTIndemnification Agreement • June 12th, 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”).
AGREEMENT AND PLAN OF MERGER Between JBG/OPERATING PARTNERS, L.P. and [NEWCO OP SUBSIDIARY]Merger Agreement • June 12th, 2017 • JBG SMITH Properties • Real estate investment trusts • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated as of [•], 2017 (this “Agreement”), is made and entered into by and between JBG/Operating Partners, L.P., a Delaware limited partnership (the “Merging Entity”), and [Newco OP Subsidiary], 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 LPContribution and Assignment Agreement • June 12th, 2017 • JBG SMITH Properties • Real estate investment trusts • New York
THIS CONTRIBUTION AND ASSIGNMENT AGREEMENT, dated as of [•], 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”).
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”).
CONTRIBUTION AND ASSIGNMENT AGREEMENT Between [NEWCO COMPANY MANAGER] andContribution and Assignment Agreement • June 12th, 2017 • JBG SMITH Properties • Real estate investment trusts • New York
This CONTRIBUTION AND ASSIGNMENT AGREEMENT, dated as of [·], 2017 (this “Agreement”), is made and entered into by and between [Newco Company Manager], a Delaware limited partnership (the “Newco Company Manager”), and JBG Company Manager [·], L.L.C., a Delaware limited liability company (“JBG Company Manager” and together with Newco Company Manager, the “Parties”).
TRANSITION SERVICES AGREEMENTTransition Services Agreement • June 12th, 2017 • JBG SMITH Properties • Real estate investment trusts • New York
This Transition Services Agreement (this “Agreement”) is entered into and effective as of [·], 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.”
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 employee of the Company or one of its affiliates listed on Schedule A (the “Employee”).
