THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Republic Property Trust (RPB)

4/28/2006 Proxy Information

Formation Transactions

Contribution of Interests in Our Initial Ten Properties

Nine Northern Virginia Properties. In connection with our IPO, our Operating Partnership, in which we held an approximate 88% economic interest as of March 31, 2006, acquired from our predecessor, RKB Washington Property Fund I L.P., or our Predecessor, interests in the nine property entities that our Predecessor owned in Northern Virginia. Pursuant to the contribution agreement with our Predecessor, our Predecessor distributed the consideration it received to its partners, some of which are entities owned or controlled by members of our Board and members of our senior management team, including Messrs. Kramer, Grigg, Keller and Siegel. We assumed or succeeded to all of our PredecessorÕs rights, obligations and responsibilities with respect to the property entities contributed to our Operating Partnership.

Pursuant to this contribution agreement:

¥ Richard L. Kramer or affiliates received approximately 1,147,112 Operating Partnership units (with a value of approximately $13,765,344, based upon the IPO price of $12.00 per share);

¥ Steven A. Grigg or affiliates received approximately 319,362 Operating Partnership units (with a value of approximately $3,832,344, based upon the IPO price of $12.00 per share);

¥ Mark R. Keller or affiliates received approximately 216,556 Operating Partnership units (with a value of approximately $2,598,672, based upon the IPO price of $12.00 per share); and

¥ Gary R. Siegel or affiliates (including certain trusts for the benefit of Mr. Richard L. KramerÕs affiliates for which Mr. Siegel acts as trustee and over which Mr. Siegel disclaims any beneficial ownership) received approximately 659,833 Operating Partnership units (with a value of approximately $7,917,996, based upon the IPO price of $12.00 per share).

Republic Building. In connection with our IPO, our Operating Partnership acquired from the investors in RPT 1425 Investors L.P., or RPT 1425, interests in the property entity that owns the Republic Building pursuant to a contribution agreement with the RPT 1425. In exchange for the contribution of the property interests to our Operating Partnership, the partners of RPT 1425 received consideration in the aggregate amount of $18 million, of which the foreign partners of RPT 1425 received, based on a previous election made by each such partner, either: (1) a specified number of REIT shares, or (2) a specified number of REIT shares or cash, and the domestic partners of RPT 1425 received a specified number of Operating Partnership units.

In connection with this contribution agreement:

¥ Richard L. Kramer or affiliates received approximately 200,916 Operating Partnership units (with a value of approximately $2,410,992, based upon the IPO price of $12.00 per share);

¥ Steven A. Grigg or affiliates received approximately 1,785 Operating Partnership units (with a value of approximately $21,420, based upon the IPO price of $12.00 per share);

¥ Mark R. Keller or affiliates received approximately 5,625 Operating Partnership units (with a value of approximately $67,500, based upon the IPO price of $12.00 per share); and

¥ Gary R. Siegel or affiliates (including certain trusts for the benefit of Mr. Richard L. KramerÕs affiliates for which Mr. Siegel acts as trustee and over which Mr. Siegel disclaims any beneficial ownership) received approximately 21,924 Operating Partnership units (with a value of approximately $263,088, based upon the IPO price of $12.00 per share).

Determination of Purchase Price for Certain Properties. In determining the number of Operating Partnership units, common shares and cash we issued in connection with these contributions, we valued the assets being contributed by taking into account the value of the properties in the aggregate and the amount of the related debt and other liabilities of the Predecessor and RPT 1425 outstanding immediately prior to the completion of our IPO. The factors we considered in valuing the properties included an analysis of market sales comparables, market capitalization rates for other office and office-oriented mixed-use properties and general market conditions for such properties.

Of the properties contributed by the Predecessor, three of those properties were acquired by the Predecessor during the two years prior to September 2005, the month in which the Predecessor agreed to contribute the properties. The Republic Building was also acquired by RPT 1425 less than two years prior to September 2005, the month in which the Predecessor agreed to contribute the properties. The purchase price paid by the contributors for these properties are set forth below: (See page 33 of proxy for table).

As of December 20, 2005, the aggregate depreciation claimed by our Predecessor for federal income tax purposes for its interests in the nine properties is $17.0 million, and the aggregate depreciation claimed by RPT 1425 for federal income taxes for its interest in the Republic Building is $0.0 million.

Option Properties

Simultaneously with the completion of our IPO and the related formation transactions, we entered into agreements with entities in which Messrs. Richard L. Kramer, Grigg and Keller and their affiliates have ownership interests that grant us options to acquire The Portals III and Republic Square I and II. The Portals III and Republic Square I are under construction and Republic Square II is an undeveloped parcel of land. The purchase price for these three properties, if we exercise our option, is payable in primarily Operating Partnership units, as well as the assumption (or discharge if such assumption is not permitted by the lender) of indebtedness. In connection with any exercise of our options to purchase these properties, Messrs Richard L. Kramer, Grigg, Keller and their affiliates and Republic Properties Corporation will receive consideration only in the form of Operating Partnership units. Each of Messrs. Kramer, Grigg and Keller will benefit from any decision by us to exercise our option.

Additionally, we have agreed that if we exercise the option with respect to a property and dispose of an interest in that property in a taxable transaction within ten years of our exercise of the option to acquire that property, we will indemnify the direct and indirect owners (including Messrs. Richard L. Kramer, Grigg, Keller and their affiliates) for their tax liabilities attributable to the built-in gain that exists with respect to such property interest as of the time of the exercise of the option (as well as the tax liabilities incurred as a result of the reimbursement payment). Although it may be in our shareholdersÕ best interest that we sell a property, it may be economically prohibitive for us to do so because of these obligations.

Contribution of Management and Development Services by Republic Properties Corporation

Pursuant to separate contribution agreements and in connection with our IPO, our Operating Partnership received a contribution of interests in certain assets of the management, leasing and real estate development operations of Republic Properties Corporation, a corporation that is 85% owned by Mr. Richard L. Kramer and 15% owned by Mr. Grigg. These assets include the right to provide management services to the 10 commercial office properties that we own, development services rights in connection with providing fee-based development services to the City of West Palm Beach, Florida, and development and management services rights with respect to certain development projects in Washington, D.C. known as Republic Square I and Republic Square II.

With the exception of the agreement to provide development and management services with respect to Republic Square II, Republic Properties Corporation received an aggregate of 415,210 Operating Partnership units for the contribution of the assets described above. Republic Properties Corporation did not receive any consideration for its contribution of the rights related to Republic Square II.

Outsourcing of Management and Development Services for The Portals

Messrs. Kramer and Grigg and Republic Properties Corporation are general partners of Portals Development Associates Limited Partnership, or PDA, and historically received fees from PDA in connection with providing management and development services to The Portals I, The Portals II, The Portals III, The Portals IV and The Portals V, or The Portals Properties. Messrs. Kramer and Grigg continue to receive these fees. The terms of the PDA partnership agreement provide that any fee amounts earned but unpaid are accumulated as internal preferences with respect to future partnership distributions. Upon completion of our IPO, we entered into agreements with Messrs. Kramer and Grigg and Republic Properties Corporation whereby Republic Property TRS, LLC, a taxable REIT subsidiary of ours, provide on an outsource basis:

¥ management services to Republic Properties Corporation in connection with its management of The Portals I and II, in exchange for a fee equal to 1.0% of the gross revenues of each property and a payment to cover the cost of the corporate and property labor and overhead for providing those services;

¥ development services to The Portals III, in exchange for a fee equal to 3.0% of the remaining development costs, which are defined as net of land acquisition, interest and loan expenses, and cash concessions to tenants;

¥ development services to The Portals IV and V, in exchange for a fee equal to 3.0% of the development costs, which are defined as net of land acquisition, interest and loan expenses, and cash concessions to tenants;

¥ management services to The Portals III, IV and V when completed, and in the case of The Portals III in advance of any exercise by us of our option to acquire The Portals III in exchange for a fee equal to 1.0% of the gross revenues of each property and a payment to cover the cost of the corporate and property labor and overhead for providing those services; and

¥ certain asset management services to PDA, including, but not limited to, the arrangement of financing and the administration of loans, the oversight of partnership books and records, the preparation of quarterly distributions, certain accounting, bookkeeping and other administrative services with respect to The Portals Properties, and the preparation of documents in connection with the annual audit and tax return of PDA in exchange for an annual payment of $1.1 million.

Republic Properties Corporation and Messrs. Kramer and Grigg received an aggregate of 66,982 Operating Partnership units as consideration for the contribution of their right to provide development and management services to The Portals III. Of these 66,982 Operating Partnership units, Republic Properties Corporation and Messrs. Kramer and Grigg received 22,327, 37,957 and 6,698 Operating Partnership units, respectively. Republic Properties Corporation and Messrs. Kramer and Grigg did not receive any consideration for the contribution of the rights to provide development and management services to The Portals I, II, IV and V, or the engagement of the Operating Partnership to provide corporate and administrative services to PDA.

We believe the fees described above are at competitive market rates for providing management and development services in the office sector generally. These fees are payable to us on a monthly basis. These fees represent only a portion of (and will be payable out of) the management and development fees that continue to be payable to Messrs. Kramer and Grigg and Republic Properties Corporation within PDA, which include, among other items:

¥ A development fee equal to 5% of all development costs;

¥ A construction management fee equal to 5% of all direct costs of construction (of which 1/8th is payable to East Coast Development Corporation, the unaffiliated general partner of PDA);

¥ A management fee equal to 5% of gross rental receipts; and

¥ A leasing fee equal to 3% of the gross rental receipts, which may be reduced by up to 2.0% to the extent unaffiliated brokers or leasing agents are engaged to perform leasing services.

The aforesaid fees payable to Messrs. Kramer and Grigg and Republic Properties Corporation (out of which a portion which is payable to us) are payable only out of net cash flow and net refinancing and sale proceeds realized by PDA that are available for distribution. The portion of the fees payable to us will be paid on a priority basis prior to payment of the remaining balance of such fees to Messrs. Kramer and Grigg and Republic Properties Corporation.

Messrs. Kramer and Grigg and Republic Properties Corporation, collectively, earned approximately $4.0 million in aggregate fees from PDA for management and development services provided to The Portals I, II and III during the fiscal year ended December 31, 2005.

Employment and Non-competition Agreements

In connection with our IPO, we entered into employment and non-competition agreements with Messrs. Keller, Grigg, Siegel and Green., which is discussed above in ÒExecutive Officers and Executive Compensation Matters Ñ Executive Compensation Ñ Employment and Non-competition AgreementsÓ.

Restricted Shares

In connection with our IPO, we granted an aggregate of 243,915 restricted common shares to certain of our trustees, executive officers and other employees. In January 2006, we granted 4,340 restricted common shares to Ronald J. Kramer in connection with his appointment to the Board. All of these restricted shares vested immediately but may not be directly or indirectly offered, pledged, sold, transferred or otherwise disposed of other than permitted transfers, prior to July 1, 2007. We also granted to these individuals a cash award in the aggregate amount of $2.64 million to reimburse them for taxes incurred in connection with the receipt of the restricted common shares.

Excluded Assets

In addition to their interests in the assets contributed to us as part of the formation transactions, Messrs. Richard L. Kramer, Grigg, Keller and Siegel have substantial outside business interests in properties that were not contributed to us in connection with our IPO. These outside business interests and properties may give rise to various conflicts of interests, including competing to provide various real estate services, obtaining tenants or acquiring office properties.

Republic Properties Corporation

Republic Properties Corporation is a private real estate development, redevelopment and management company founded by Messrs. Richard L. Kramer and Grigg. Prior to our IPO, Mr. Richard L. Kramer served as chairman of the board and Messrs. Grigg and Keller have served as president and chief executive officer, and managing director, respectively, of Republic Properties Corporation. As part of the formation transactions, Messrs. Grigg and Keller terminated their employment with Republic Properties Corporation. Messrs. Richard L. Kramer and Grigg, however, continue to control Republic Properties Corporation in their capacity as owners of the entity. Republic Properties Corporation continues to maintain its general partner interest in PDA and its indirect ownership interest in Republic Square I and II. In addition to Messrs. Richard L. Kramer and Grigg, Mr. Keller has an indirect ownership interest in Republic Square I and II. PDA is an entity that owns an approximate 50% limited and general partnership interest in Parcel 49B Limited Partnership, owner of The Portals I, and an approximate 50% limited and general partnership interest in Parcel 49C Limited Partnership, owner of The Portals II. PDA is one of two general partners of each of these partnerships. PDA also owns a 100% interest in The Portals III, IV and V. Other general partners in PDA are Messrs. Grigg and Kramer and Eastcoast Development Corporation, which owns an approximate 8% general partner interest. The Portals III and Republic Square I and II are properties which we have an option to acquire and for which we will provide management and development services.

Other than its ownership interests in PDA and Republic Square I and II, Republic Properties Corporation does not have interests in office or office-oriented mixed-use projects. The operations of Republic Properties Corporation continue to include the development and management of residential development and management projects.

Republic Land Development LLC

Republic Land is principally engaged in the acquisition, entitlement and development of land for planned mixed-use communities, retail and condominium developments throughout the United States. Republic Land is owned and controlled by Mr. Richard L. Kramer, together with David L. Peter, its President and Chief Executive Officer, who principally manages all aspects of the business and who is the principal managing member of each of its affiliates. Mr. Richard L. Kramer owns 90% of Republic Land, and Mr. Peter owns the remaining 10% interest. While Messrs. Grigg and Keller have no ownership in, or management control over, Republic Land, they have, and may have in the future, ownership interests in certain ongoing projects which Republic Land is managing. In addition, certain members of our senior management, including Messrs. Azaroff, Cole, Pieruccini, Green and Siegel have, or may have in the future, similar ownership interests. We do not believe these ownership interests will conflict with, or cause these individuals to devote time to matters unrelated to, our business objectives.

Market Square

Market Square, a two building mixed-use office, residential and retail project located in the District of Columbia, is owned by Avenue Associates Limited Partnership, or Avenue Associates. Messrs. Richard L. Kramer and Grigg have ownership interests in Western Associates Limited Associates, or Western Associates, which owns a 30% ownership interest in Avenue Associates. Mr. Richard L. Kramer has an approximate 1% general partnership interest and Mr. Grigg has an approximate 3.8% general partnership interest in Western Associates.

Portals Development Associates Limited Partnership

Messrs. Kramer and Grigg each have substantial ownership interests and serve as general partners in PDA. Further, Messrs. Kramer, Grigg and Keller together with affiliates thereof, also have additional beneficial ownership interests in PDA. PDA has substantial ownership interests in The Portals Properties. Pursuant to outsourcing arrangements with Messrs. Kramer and Grigg and Republic Properties Corporation, as discussed above, we have the right to provide management and development services for these properties. We did not acquire these properties, or any interests therein, however, as part of the formation transactions, nor do we have an option to purchase any of these properties other than The Portals III. Messrs. Kramer and Grigg will devote time to matters related to these properties consistent with past practices.

Messrs. Kramer and GriggÕs outside business interests do not include interests in office or office-oriented mixed-use properties other than as described above. Additionally, Messrs. Kramer and Grigg have each agreed not to directly or indirectly compete with us, subject to certain limited exceptions.

Office Space at The Portals I

Immediately prior to completing of our IPO, we entered into an annual lease for 1,770 square feet of office space at The Portals I. The lease requires monthly payments of $6,638. The Portals I is owned by entities in which Messrs. Kramer, Grigg and Siegel have approximate 6.5%, 5.7% and 15.1% indirect ownership interests, respectively. The ownership interests attributable to Mr. Siegel primarily consist of certain trusts for the benefit of Mr. Richard L. KramerÕs affiliates for which Mr. Siegel acts as trustee and over which Mr. Siegel disclaims any beneficial ownership.

Fee to Assist Portals Refinancing

On March 13, 2006, Republic Property TRS, LLC, or TRS, our indirectly owned taxable REIT subsidiary, executed a Letter Agreement with Parcel 47D LLC and Portals Interests LLC, pursuant to which TRS will provide additional services in connection with the recapitalization and extension of the construction loans for The Portals Phase III. Parcel 47D LLC and Portals Interests LLC seek to recapitalize the existing construction loan and credit line that are currently being used to develop and construct Portals III. If TRS is able to assist in closing a new construction loan (the proceeds of which to be used to repay all amounts outstanding under the current construction loan and credit line and related exit fees, prepayment premiums and transaction costs), TRS will be entitled to a fee of one-half percent (0.5%) of the aggregate principal face amount of the new loan, subject to a maximum fee of $600,000. The Letter Agreement terminates on May 31, 2006, unless extended in writing by the parties.

Parcel 47D LLC is a wholly owned, single purpose entity established by PDA to develop and own Portals III. Portals Interests LLC is a wholly owned, single purpose entity established by PDA to facilitate the credit line used to fund the costs of development and construction of Portals III. Messrs. Richard L. Kramer, Grigg and Republic Properties Corporation are each general partners of PDA. Messrs. Kramer, Grigg and Keller together with affiliates thereof, also have additional beneficial ownership interests in PDA.

Partnership Agreement

Concurrently with the completion of our IPO, we entered into an amended and restated partnership agreement with the various limited partners in our Operating Partnership. We are the sole general partner of the Operating Partnership. As of March 31, 2006, we owned approximately 88% of the economic interests of our Operating Partnership. As of March 31, 2006, Messrs. Richard L. Kramer, Grigg, Keller and Siegel, or entities controlled by them, owned approximately 10.7% of our Operating PartnershipÕs limited partnership interests.

Legal Services Provided by Glazer & Siegel, PLLC

Prior to the completion of our IPO, Gary R. Siegel, our Chief Operating Officer and General Counsel, was the Managing Member and an equity owner of the law firm of Glazer & Siegel, PLLC (currently known as Glazer, Winston, Honigman & Ellick PLLC, or GWHE). During the 12-month periods ended December 31, 2005, 2004, and 2003, Glazer & Siegel, PLLC received fees and reimbursements from our Predecessor and its subsidiaries in the approximate amounts of $343,000, $51,000 and $51,000, respectively, for legal services provided to such entities. On December 31, 2005, Mr. Siegel terminated his active involvement in Glazer & Siegel, PLLC and no longer is entitled to participate in any fees earned by GWHE after December 31, 2005. Nevertheless, he is holding an Of Counsel position with GWHE for a period of time necessary to facilitate an orderly transition and winding up of his affairs with GWHE. Further, he will continue to receive distributions from GWHE from time to time attributable to the liquidation of his equity interests.

Additionally, Mr. Siegel has been, and continues to be, a trustee of various trusts for the benefit of family members of Richard L. Kramer, the Chairman of our Board. As a result of these activities, he also has been, and continues to be, a manager of various Richard L. Kramer family investment entities in which one or more of the trusts is an equity owner and/or lender. These trusts and entities own equity interests, directly or indirectly, in various outside real estate activities in which Mr. Richard L. Kramer is and will continue to be involved. In his capacity as a trustee or manager of these trusts and family investment entities (or otherwise), however, Mr. Siegel is not involved in the day-to-day management activities of these ongoing real estate projects nor will his ongoing fiduciary responsibilities materially interfere with Mr. SiegelÕs duties to us. Glazer & Siegel, PLLC, has earned, and GWHE may continue to earn, professional fees from these various trusts and family investment entities (which are included among the fees and reimbursements described above), and Mr. Siegel is entitled to earn and receive trustee and asset management fees and related reimbursements in connection with the performance of such services to the various Richard L. Kramer family trusts and Richard L. Kramer family investment entities.

Glazer & Siegel, PLLC has also provided legal services to Mr. Richard L. Kramer and his affiliates in the past (including legal services to our Predecessor and its subsidiaries, the various Kramer family trusts and the various Kramer family investment entities described above). Mr. Siegel no longer provides such legal services to Mr. Richard L. Kramer and his affiliates nor does Mr. Siegel participate in any fees which may be earned by GWHE, in connection with legal services that the firm may provide to Mr. Richard L. Kramer or his affiliates in the future.

Our Procedures with Respect to Related Party Transactions

Amendments or Modifications to Formation Transaction Agreements

Each of our management, development services and option agreements with Messrs. Kramer and Grigg and Republic Properties Corporation described above requires any amendments or modifications to the terms of each particular agreement to be approved by at least a majority of the independent members of our Board of Trustees. Further, we are prohibited under the terms of these agreements from providing financial support of any type, including equity, debt or any other type of financing, to Messrs. Kramer or Grigg or Republic Properties Corporation (or any subsidiary or affiliate thereof), as the case may be, in connection with these agreements. We have implemented these additional contractual obligations and policies in order to ensure the implementation of a rigorous and comprehensive process for the review and evaluation by the independent members of our Board of Trustees of the related party nature of these agreements and believe these added protections provide us and our shareholders with additional safeguards to ensure fair and reasonable arrangements with entities, such as Republic Properties Corporation, controlled by Messrs. Kramer and Grigg. Additionally, in connection with the formation transactions described above, our Board adopted a policy with respect to interested trustee and officer transactions, which provides, among other things, that we will not provide financial support of any type to Messrs. Kramer or Grigg or Republic Properties Corporation (or any subsidiary or affiliate thereof) in connection with the management, development services and option agreements described above.

Interested Trustee and Officer Transactions

We have adopted a Code of Business Conduct and Ethics that generally prohibit conflicts of interest between our trustees, officers and employees on the one hand, and us on the other hand. Any contract or transaction between us, our Operating Partnership or any of our subsidiaries, on the one hand, and any of our trustees or executive officers or any entity in which such trustee or executive officer is a director or has a material financial interest, on the other hand, must be approved by the affirmative vote of a majority of the disinterested trustees. Further, our Corporate Governance Guidelines also require each of our trustees to notify us of any transaction in which any of our trustees or any immediate family member of such trustee has a personal or financial interest (direct or indirect) or may otherwise have a potential conflict of interest in order to ensure that the transaction is in our best interests and will not otherwise create a conflict of interest. Our Board of Trustees will determine whether such trustee has a material personal or financial interest in a transaction or arrangement on a case-by-case basis, but such trustee will be considered to have a material personal or financial interest in a transaction or arrangement if we will be required to disclose the transaction or arrangement in our annual proxy statement to our shareholders or our annual report. Such interested trustee will not participate in any discussion of our Board of Trustees regarding the matter in which such trustee has an interest. Where appropriate, in the judgment of the disinterested trustees, our Board of Trustees may obtain a fairness opinion or engage independent counsel to represent the interests of non-affiliated security holders, although our Board of Trustees has no obligation to do so.

Any waiver of our conflicts of interest policy for executive officers and trustees must be made by our Board of Trustees or a committee thereof. We will disclose waivers of our conflicts of interest policy in accordance with law or regulations of the SEC and the NYSE.

Additionally, as discussed above, we have instituted several additional safeguards in connection with the management, development services and option agreements we will enter into with Messrs. Kramer and Grigg and Republic Properties Corporation.