Stock Purchase Agreement

AGREEMENT AND PLAN OF MERGER

Appendix A

AGREEMENT AND PLAN OF MERGER (hereinafter called this “Agreement”), dated as of , 1993 between , a Maryland corporation (“BTR”) and , a real estate investment trust organized under the laws of the State of Maryland (the “Trust”).

RECITALS

WHEREAS, the Board of Directors of BTR and the Board of Trustees of the Trust each have determined that it is in the best interests of their respective shareholders to effect the merger provided for herein upon the terms and subject to the conditions set forth herein;

NOW, THEREFORE, in consideration of the premises, and the representations, warranties, covenants and agreements contained herein the parties agree as follows:

ARTICLE I

THE MERGER; CLOSING; EFFECTIVE TIME

1.1. The Merger. Subject to the terms and conditions of this Agreement, at the Effective Time (as defined in Section 1.3), BTR shall be merged with and into the Trust and the separate corporate existence of BTR shall thereupon cease (the “Merger”). The Trust shall be the surviving entity in the Merger and shall continue to be governed by the laws of the State of Maryland.

1.2. Closing. The closing of the Merger (the “Closing”) shall take place at the offices of Gordon, Feinblatt, Rothman, Hoffberger & Hollander, 233 E. Redwood Street, Baltimore, Maryland 21202 at 10:00 A.M. on the first business day on which the last of the conditions set forth in Section 6.1 hereof is either satisfied or waived, or at such other place and time and/or on such other date as BTR and the Trust may agree.

1.3. Effective Time. Following the Closing, and provided that this Agreement has not been terminated or abandoned pursuant to Article VII hereof, BTR and the Trust will, at such time as they deem advisable, cause Articles of Merger to be executed, acknowledged and filed for record with the State Department of Assessments and Taxation of Maryland (“SDAT”) as provided in Section 3-107 of the MGCL and Section 8-501.1 of the Maryland REIT Statute. The Merger shall become effective at the time and on the date on which the Articles of Merger are accepted for record by SDAT or at such later time as may be specified in the Articles of Merger.

ARTICLE II

DECLARATION OF TRUST AND BYLAWS OF THE SURVIVING CORPORATION

2.1. Declaration of Trust. The Declaration of Trust of the Trust in effect at the Effective Time shall be the Declaration of Trust of the Surviving Entity, until duly amended in accordance with the terms thereof and the Maryland REIT Statute.

2.2. The Bylaws. The Bylaws of the Trust in effect at the Effective Time shall be the Bylaws of the Surviving Entity, until duly amended in accordance with the terms thereof and the Maryland REIT Statute.

ARTICLE III

TRUSTEES AND OFFICERS OF THE SURVIVING CORPORATION

3.1. Trustees and Officers. The trustees and officers of the Trust at the Effective Time shall, from and after the Effective Time, be the trustees and officers, respectively, of the Surviving Entity until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Entity’s Declaration of Trust and Bylaws.

ARTICLE IV

EFFECT OF THE MERGER ON CAPITAL STOCK; EXCHANGE OF CERTIFICATES

4.1. Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the holder of any capital stock of BTR:

(a) Every three shares of the common stock, par value $.01 per share, of BTR issued and outstanding immediately prior to the Effective Time other than shares for which appraisal rights, if any, shall have been asserted, shall be converted into one validly issued, fully paid and non-assessable common share of beneficial interest, par value $.01 per share, of the Trust. No fractional Trust Shares shall be issued; cash shall be paid in lieu thereof.

(b) All outstanding BTR Shares shall no longer be outstanding and shall be canceled, retired and shall cease to exist.

(c) At the Effective Time, each Trust Share held by BTR immediately prior to the Effective Time shall be canceled and retired without payment of any consideration therefor.

(d) Each option or other right to purchase or otherwise acquire BTR Shares, pursuant to stock option or other stock-based plans of BTR, granted and outstanding immediately prior to the Effective Time shall be assumed by the Trust and converted into a right to purchase or otherwise acquire Trust Shares.

4.2. Exchange of Certificates for BTR Shares.

(a) Exchange Agent. As of the Effective Time, BTR shall deposit with an exchange agent for the benefit of the holders of BTR Shares, certificates representing the Trust Shares to be issued pursuant to Section 4.1 in exchange for outstanding BTR Shares.

(b) Exchange Procedures. Promptly after the Effective Time, the Surviving Entity shall cause the Exchange Agent to mail to each holder of record of a BTR Certificate a letter of transmittal specifying the procedures for surrender and exchange.

(c) Transfers. After the Effective Time, there shall be no transfers on the stock transfer books of BTR of any BTR Shares which were outstanding immediately prior to the Effective Time.

(d) Termination of Exchange Fund. Any portion of the Exchange Fund that remains unclaimed by the stockholders of BTR for six months after the Effective Time shall be paid to the Surviving Entity.

(e) No Liability. In the event any BTR Certificate shall have been lost, stolen or destroyed, upon affidavit and, if required, bond, the Exchange Agent will issue replacement Trust Shares and cash in lieu of fractional shares.

ARTICLE V

COVENANTS

5.1. Stock Exchange Listing. The Trust shall use its best efforts to cause the Trust Shares to be issued in the Merger to be approved for listing on the , subject to official notice of issuance, prior to the Closing Date.

5.2. Indemnification; Directors’ and Officers’ Insurance. From and after the Effective Time, the Surviving Entity agrees that it will indemnify and hold harmless, and advance expenses to, each Trustee and officer of the Trust, and each director and officer of BTR, against losses, claims, damages or liabilities to the fullest extent permitted by law.

ARTICLE VI

CONDITIONS

6.1. Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of the Trust and BTR to consummate the Merger are subject to the fulfillment of each of the following conditions:

(a) Stockholder Approval.

(1) This Agreement shall have been duly approved by holders of two-thirds of the BTR Shares issued and outstanding as of the record date for such vote and entitled to vote upon the Merger.

(2) Prior to the Merger, BTR shall not have received notice from holders of 10% or more of the issued and outstanding BTR Shares stating such stockholders objection to the Merger.

(b) Stock Exchange Listing. The Trust Shares issuable to BTR stockholders pursuant to this Agreement shall have been authorized for listing on the Stock Exchange referred to in Section 5.1 above upon official notice of issuance.

(c) Public Offering. The Trust shall have successfully completed and closed a public offering of its Trust Shares and/or convertible debentures in the aggregate amount of approximately $60,000,000 to $100,000,000 and shall have loaned to BTR such funds as may be necessary for BTR to curtail at least $50,000,000 of its existing indebtedness.

(d) Special Dividend. BTR shall have distributed to its stockholders an amount equal to all of its Subchapter C accumulated earnings and profits as determined for Federal income tax purposes.

ARTICLE VII

TERMINATION

7.1. Termination by Mutual Consent. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, before or after the approval by holders of BTR Shares, by the mutual consent of the Board of Directors of BTR and the Board of Trustees of the Trust.

7.2. Effect of Termination and Abandonment. In the event of termination of this Agreement and abandonment of the Merger pursuant to this Article VII, no party hereto shall have any liability or further obligation to any other party to this Agreement.

ARTICLE VIII

MISCELLANEOUS AND GENERAL

8.1. Modification or Amendment. Subject to the applicable provisions of the MGCL and the Maryland REIT Statute, at any time prior to the Effective Time, the parties hereto may modify or amend this Agreement, by written agreement executed and delivered by duly authorized officers of the respective parties.

8.2. Waiver of Conditions. The conditions to each of the parties’ obligations to consummate the Merger are for the sole benefit of such party and may be waived by such party in whole or in part to the extent permitted by applicable law.

8.3. Counterparts. For the convenience of the parties hereto, this Agreement may be executed in any number of counterparts, each such counterpart being deemed to be an original instrument, and all such counterparts shall together constitute the same agreement.

8.4. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Maryland.

8.5. No Third Party-Beneficiaries. Except as provided in Section 5.2, this Agreement is not intended to confer upon any person other than the parties hereto any rights or remedies hereunder.

8.6. Captions. The Article, Section and paragraph captions herein are for convenience of reference only and do not constitute part of this Agreement.

IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the duly authorized officers of the parties hereto on the date first hereinabove written.