0001104659-05-062383 Sample Contracts

FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF REPUBLIC PROPERTY LIMITED PARTNERSHIP
Limited Partnership Agreement • December 22nd, 2005 • Republic Property Trust • Real estate investment trusts • Delaware

THIS FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP, dated as of December 20, 2005, is entered into by and among Republic Property Trust , a Maryland real estate investment trust, as the General Partner, and the Persons whose names are set forth on the Partner Registry (as hereinafter defined) as Limited Partners, together with any other Persons who become Partners in Republic Property Limited Partnership (the “Partnership”) as provided herein.

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FIXED RATE NOTE
Loan Agreement • December 22nd, 2005 • Republic Property Trust • Real estate investment trusts

FOR VALUE RECEIVED, RKB PENDER LLC, a Delaware limited liability company, (hereinafter referred to as “Borrower”), promises to pay to the order of JPMORGAN CHASE BANK, a New York banking corporation, its successors and assigns (hereinafter referred to as “Lender”), at the office of Lender or its agent, designee, or assignee at 270 Park Avenue, New York, New York 10017, Attention: Loan Servicing, or at such place as Lender or its agent, designee, or assignee may from time to time designate in writing, the principal sum of TWENTY-ONE MILLION, FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($21,500,000.00), in lawful money of the United States of America, with interest thereon to be computed on the unpaid principal balance from time to time outstanding at the Applicable Interest Rate (hereinafter defined) at all times prior to the occurrence of an Event of Default (as defined in the Security Instrument [hereinafter defined]), and to be paid in installments as set forth below. Unless otherwise h

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PREPARED OUTSIDE THE COMMONWEALTH OF VIRGINIA
Deed of Trust and Security Agreement • December 22nd, 2005 • Republic Property Trust • Real estate investment trusts

THIS DEED OF TRUST AND SECURITY AGREEMENT (this “Security Instrument”) is made as of the 23rd day of September, 2002, by RKB PENDER LLC, a Delaware limited liability company, having its principal place of business at c/o Republic Properties Corporation, 1280 Maryland Avenue, S.W., Suite 280, Washington, D.C. 20024 (“Borrower”), to RICHARD W. KLEIN, JR., an individual, having an address at 9404 Ludgate Drive, Alexandria, VA 22309 (“Trustee”), for the benefit of JPMORGAN CHASE BANK, a New York banking corporation, having its principal place of business at 270 Park Avenue, New York, New York 10017, as beneficiary (“Lender”).

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STEVEN A. GRIGG FORM OF EMPLOYMENT AGREEMENT
Employment Agreement • December 22nd, 2005 • Republic Property Trust • Real estate investment trusts • District of Columbia

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is dated as of December 20, 2005, by and between REPUBLIC PROPERTY TRUST, a Maryland real estate investment trust (the “Company”), and Steven A. Grigg (the “Executive”).

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STEVEN A. GRIGG NONCOMPETITION AGREEMENT
Noncompetition Agreement • December 22nd, 2005 • Republic Property Trust • Real estate investment trusts • District of Columbia

THIS NONCOMPETITION AGREEMENT (this “Agreement”) is entered into as of December 20, 2005 by and between Republic Property Trust, a Maryland real estate investment trust (the “Company”) and Steven A. Grigg (the “Executive”).

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DEED OF TRUST, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FIXTURE FILING RKB LAKESIDE LLC (Trustor, as Grantor) Trustor’s Organizational Identification Number: 3641678 to RICHARD W. KLEIN, JR. (Trustee, as Grantee) and ARCHON FINANCIAL, L.P....
Deed of Trust • December 22nd, 2005 • Republic Property Trust • Real estate investment trusts

THIS DEED OF TRUST, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FIXTURE FILING (the “Deed of Trust”), made as of May 13, 2003, by RKB LAKESIDE LLC, a Delaware limited liability company having its principal place of business at c/o Republic Properties Corporation, 1280 Maryland Avenue, SW, Suite 280, Washington D.C. 20024 (“Trustor”, as Grantor), to RICHARD W. KLEIN, JR., the trustee hereunder, having an address at 9404 Ludgate Drive, Alexandria, Virginia 22309 (“Trustee”, as Grantee), and to ARCHON FINANCIAL, L.P., a Delaware limited partnership, having its principal place of business at 600 East Las Colinas Boulevard, Suite 450, Irving, Texas 75039 (“Beneficiary”, as Grantee).

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DEED OF TRUST NOTE
Deed of Trust Note • December 22nd, 2005 • Republic Property Trust • Real estate investment trusts

FOR VALUE RECEIVED, RKB WILLOWWOOD LLC, a Delaware limited liability company having its principal place of business at 1280 Maryland Avenue, SW, Suite 280, Washington D.C. 20024 (hereinafter referred to as “Borrower”), promises to pay to the order of ARCHON FINANCIAL, L.P., a Delaware limited partnership, at its principal place of business at 600 East Las Colinas Boulevard, Suite 450, Irving, Texas 75039 (hereinafter referred to as “Lender”), or at such place as the holder hereof may from time to time designate in writing, the principal sum of Forty Million and No/100 Dollars ($40,000,000), in lawful money of the United States of America, with interest thereon to be computed on the unpaid principal balance from time to time outstanding at the Contract Rate (as hereinafter defined), and to be paid in installments as provided herein:

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RICHARD L. KRAMER NONCOMPETITION AGREEMENT
Noncompetition Agreement • December 22nd, 2005 • Republic Property Trust • Real estate investment trusts • District of Columbia

THIS NONCOMPETITION AGREEMENT (this “Agreement”) is entered into as of December 20, 2005 by and between Republic Property Trust, a Maryland real estate investment trust (the “Company”) and Richard L. Kramer, the Chairman (the “Chairman”) of the Board of Trustees of the Company (the “Board”).

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20,000,000 Common Shares REPUBLIC PROPERTY TRUST Common Shares of Beneficial Interest, par value $0.01 per share UNDERWRITING AGREEMENT
Underwriting Agreement • December 22nd, 2005 • Republic Property Trust • Real estate investment trusts • New York

Republic Property Trust, a Maryland real estate investment trust (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 20,000,000 common shares of beneficial interest (the “Common Shares”), par value $.01 per share, of the Company (the “Firm Shares”). In addition, the Company purposes to grant to the Underwriters options to purchase up to an aggregate 3,000,000 Common Shares on the terms set forth in Section 2 (the “Option Shares”). The Firm Shares and the Option Shares, if purchased, are hereinafter collectively called the “Shares”. This is to confirm the agreement concerning the purchase of the Shares from the Company by the Underwriters.

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REPUBLIC PROPERTIES CORPORATION NONCOMPETITION AGREEMENT
Noncompetition Agreement • December 22nd, 2005 • Republic Property Trust • Real estate investment trusts • District of Columbia

THIS NONCOMPETITION AGREEMENT (this “Agreement”) is entered into as of December 20, 2005 by and between Republic Property Trust, a Maryland real estate investment trust (the “Company”) and Republic Properties Corporation (“RPC”), a District of Columbia corporation.

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GARY R. SIEGEL NONCOMPETITION AGREEMENT
Noncompetition Agreement • December 22nd, 2005 • Republic Property Trust • Real estate investment trusts • District of Columbia

THIS NONCOMPETITION AGREEMENT (this “Agreement”) is entered into as of the 20th day of December, by and between Republic Property Trust, a Maryland real estate investment trust (the “Company”) and Gary R. Siegel (the “Executive”).

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EMPLOYMENT AGREEMENT
Employment Agreement • December 22nd, 2005 • Republic Property Trust • Real estate investment trusts • District of Columbia

THIS AGREEMENT, made and entered into as of December 20, 2005 (the “Effective Date”), by and between MARK R. KELLER (the “Executive”) and REPUBLIC PROPERTY TRUST (the “Company”).

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AMENDMENT TO CONTRIBUTION AGREEMENT (PORTALS III)
Contribution Agreement • December 22nd, 2005 • Republic Property Trust • Real estate investment trusts

THIS AMENDMENT TO CONTRIBUTION AGREEMENT is entered into as of December 20, 2005 by and among REPUBLIC PROPERTIES CORPORATION, a District of Columbia corporation (“RPC”), RICHARD L. KRAMER (“Kramer”), STEVEN A. GRIGG (“Grigg”, together with Kramer and RPC, the “General Partners”) and REPUBLIC PROPERTY LIMITED PARTNERSHIP, a Delaware limited partnership (the “Operating Partnership”).

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LOAN AGREEMENT Dated as of December 29, 2004 among PRESIDENTS PARK I LLC, PRESIDENTS PARK II LLC, PRESIDENTS PARK III LLC and RKB WASHINGTON PROPERTY FUND I L.P. collectively, as Borrower, and ARCHON FINANCIAL, L.P. as Lender
Loan Agreement • December 22nd, 2005 • Republic Property Trust • Real estate investment trusts • New York

This LOAN AGREEMENT (this “Agreement”) is dated as of December 29, 2004, and is by and among ARCHON FINANCIAL, L.P., a Delaware limited partnership, (together with its successors and assigns, including any lawful holder of any portion of the Indebtedness, as hereinafter defined, “Lender”), as Lender, and PRESIDENTS PARK I LLC, a Delaware limited liability company (“PP I”), PRESIDENTS PARK II LLC, a Delaware limited liability company (“PP II”), PRESIDENTS PARK III LLC, a Delaware limited liability company (“PP III”) (each such entity and collectively, “Presidents Borrower”) and RKB WASHINGTON PROPERTY FUND I L.P., a Delaware limited partnership (“RKB Borrower”, and together with Presidents Borrower, collectively, “Borrower”).

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AMENDMENT TO LOAN AGREEMENT
Loan Agreement • December 22nd, 2005 • Republic Property Trust • Real estate investment trusts • New York

This AMENDMENT TO LOAN AGREEMENT, dated as of December 20, 2005 (this “Amendment”), is entered into by and among Goldman Sachs Mortgage Company (“Lender”), Presidents Park I LLC, Presidents Park II LLC and Presidents Park III LLC (collectively, “Borrower”), and Republic Property Limited Partnership.

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AMENDMENT TO CONTRIBUTION AGREEMENT (RPT 1425)
Contribution Agreement • December 22nd, 2005 • Republic Property Trust • Real estate investment trusts

THIS AMENDMENT TO CONTRIBUTION AGREEMENT is entered into as of December 20, 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”) (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.

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AMENDMENT TO CONTRIBUTION AGREEMENT (Republic Square I)
Contribution Agreement • December 22nd, 2005 • Republic Property Trust • Real estate investment trusts

THIS AMENDMENT TO CONTRIBUTION AGREEMENT is entered into as of December 20, 2005 by and among REPUBLIC PROPERTIES CORPORATION, a District of Columbia corporation (“RPC”), REPUBLIC PROPERTY LIMITED PARTNERSHIP, a Delaware limited partnership (the “Operating Partnership”), and 25 Massachusetts Avenue Property LLC, a Delaware limited liability company (“25 Mass”).

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AMENDMENT TO CONTRIBUTION AGREEMENT (RKB FUND)
Contribution Agreement • December 22nd, 2005 • Republic Property Trust • Real estate investment trusts

THIS AMENDMENT TO CONTRIBUTION AGREEMENT is entered into as of December 20, 2005 between RKB Washington Property Fund I L.P., a Delaware limited partnership (“RKB”), and Republic Property Limited Partnership, a Delaware limited partnership (the “Operating Partnership”).

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DEED OF TRUST NOTE
Deed of Trust Note • December 22nd, 2005 • Republic Property Trust • Real estate investment trusts

FOR VALUE RECEIVED, RPT 1425 NEW YORK AVENUE LLC, a Delaware limited liability company having its principal place of business at c/o Republic Properties Corporation, 1280 Maryland Avenue, SW, Suite 280, Washington D.C. 20024 (hereinafter referred to as “Borrower”), promises to pay to the order of ARCHON FINANCIAL, L.P., a Delaware limited partnership, at its principal place of business at 600 East Las Colinas Boulevard, Suite 450, Irving, Texas 75039 (together with all successors and assigns hereinafter referred to as “Lender”), or at such place as the holder hereof may from time to time designate in writing, the principal sum of One Hundred Five Million Seven Hundred Seventy Thousand and No/100 Dollars ($105,770,000), in lawful money of the United States of America, with interest thereon to be computed on the unpaid principal balance from time to time outstanding as hereinafter provided, to be paid in installments as provided herein, together with all other amounts payable to Lender u

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