Fill and Sign the Stock Purchase Agreement by and among Njgov Form

11-291E© 1996 Jefren Publishing Company, Inc. Appendix A AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER (hereinafter called this “Agreement”), dated as of __________________,1993 between BTR Realty, Inc., a Maryland corporation (“BTR”) and Mid-Atlantic Realty Trust, 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 shareholde rs 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 int o the Trust and the separate corporate existence of BTR shall thereupon cease (the “Merger”). The Trust shall be the surviving entity in the Merger (sometimes hereinafter referred to as the “Surviving Entity” ) and shall continue to be governed by the laws of the State of Maryland, and the separate exi stence of the Trust with all its rights, privileges, immunities, powers and franchises shall cont inue unaffected by the Merger. The Merger shall have the effects specified in Title 3, Subtitle 1 of the Corporations and Associations Article of the Maryland Code (Maryland General Corporation Law (“MGCL”)) and in Title 8 of the Corporations and Associations Article of the Maryl and Code (the “Maryland REIT Statute”). 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 pl ace 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 (the “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 “Articles of Merger”). 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 (the “Effective Time”). ARTICLE II §11.605PROXY STATEMENTS: STRATEGY & FORMS 11-291E © 1996 Jefren Publishing Company, Inc. 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, respe ctively, 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 Entit y’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 (the “BTR Shares”) issued and outstanding immediately prior to the Effecti ve Time other than BTR Shares for which appraisal rights, if any, shall have been asserted by the hol ders thereof, 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 (the “Trust Shares”) (such conversion rate is referred to as the “Exchange Rate”), and each certificate (a “B TR Certificate”) representing BTR Shares shall thereafter represent the right to receive Trust Share s at the Exchange Rate. Notwithstanding the foregoing, no fractional Trust Shares shall be issued as a result of the Merger, but, in lieu thereof, the Trust shall pay, to each person who woul d otherwise be entitled to receive fractional Trust Shares, cash per fractional Trust Share in an amount equal to a fraction of the Average Market Price (as hereinafter defined) per Trust Share, which fraction is the same fraction as the fractional Trust Share which would have otherwise been payable to such stockholder. For purposes of this Agreement, the “Average Market Price” per Trust Share is the average trading price of a Trust Share for the five trading days preceding the Merger. (b) All outstanding BTR Shares shall no longer be outstanding and shall be canceled, retired and shall cease to exist, and each BTR Share held in B TR’s treasury at the Effective Time shall cease to be outstanding, shall be canceled and retired without payment of any consideration therefor, and shall cease to exist. (c) At the Effective Time, each Trust Share held by BTR immediately prier to the Effective Time shall, by virtue of the Merger and without any action on t he part of the Trust or BTR, be canceled and retired without payment of any consideration therefor. (d) Each option or other right to purchase or otherwise acquire BTR Shares, 11-291E© 1996 Jefren Publishing Company, Inc. pursuant to stock option or other stock-based plans of BTR, granted and outstanding immediatel y prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder of such option or right, be assumed by the Trust and be converted into and become a right to purchase or otherwise acquire Trust Shares; provided that the terms of such options or other rights shall be adjusted proportionately in accordance with the Exchange Rate, but shall otherwise be upon the same terms and subject to the same conditions as applicable t o such options or other rights immediately prior to the Effective Time. 4.2. Exchange of Certificates for BTR Shares. (a) Exchange Agent. As of the Effective Time, BTR shall deposit with an exchange agent (the “Exchange Agent”), for the benefit of the holders of BTR Shares, for exchange in accordance with this Article IV, certificates representing the T rust Shares (such certificates, together with the amount of any cash payments in lieu of fracti onal Trust Shares with respect thereto, being hereinafter referred to as the “Exchange Fund”) 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 BT R Certificate, a letter of transmittal which shall specify, among other things, that (i) delivery shall be effected, and risk of loss and title to the BTR Certificates shall pass, only upon deli very of the BTR Certificates to the Exchange Agent, (ii) instructions for use in effecting the surre nder of the BTR Certificates in exchange for certificates representing Trust Shares, and (iii) such ot her provisions in such form as the Surviving Entity may specify. Upon surrender of a BTR Certificate for cancellation to the Exchange Agent together with such letter of transmittal , duly executed, the holder of such BTR Certificate shall be entitled to receive in exchange therefor (x) a certificate representing a number of Trust Shares in exchange therefore at the Exchange Rate and (y) a check representing cash payments in lieu of fractional Trust Shares which such holder would otherwise have the right to receive. The BTR Certificate so surrendered shall fort hwith be canceled. No interest will be paid or accrued on the cash payments payable t o holders of BTR Certificates in lieu of fractional Trust Shares. In the event of a transfer of ownership of BTR Shares which is not registered in the transfer records of BTR, a certificate repre senting the proper number of Trust Shares may be issued to such transferee if the BTR Certificate representing such BTR Shares is presented to the Exchange Agent, accompanied by all documents requi red to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid. If any certificate for Trust Shares is to be issued in a name other tha n that in which the BTR Certificate surrendered in exchange therefor is registered, it shall be a condi tion of such exchange that the person requesting the exchange shall pay any transfer or other taxes required by reason of the issuance of certificates for such Trust Shares in a name other than tha t of the registered holder of the BTR Certificate surrendered, or shall establish to the sa tisfaction of the Surviving Entity that such tax has been paid or is not applicable. (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. If after the Effective Time, BTR Certificates are presented to the Surviving Entity for transfer, they shall be canceled and exchanged for the Trust Shares delivera ble in respect thereof pursuant to this Agreement in accordance with the procedures set forth in this Article IV. §11.605PROXY STATEMENTS: STRATEGY & FORMS 11-291E © 1996 Jefren Publishing Company, Inc. (d) Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investments thereof and any Trust Shares) that remains unc laimed by the stockholders of BTR for six months after the Effective Time shall be paid t o the Surviving Entity. Any stockholders of BTR who have not theretofore complied with this Article IV shal l thereafter look only to the Surviving Entity for payment of their Trust Shares and cash pa yments in lieu of fractional Trust Shares, in each case, without any interest thereon. Notwithstanding the foregoing, neither Surviving Entity or the Exchange Agent, nor any other person, shall be liable to any former holder of BTR Shares for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (e) No Liability. In the event any BTR Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such BTR Certificate to be lost, stolen or destroyed and, if required by the Surviving Entity, the posting by such person of a bond in such amount as the Surviving Entity may direct as indemnity against any claim that may be made against it with respect to such BTR Certi ficate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed BTR Certificate, a cert ificate representing Trust Shares and cash in lieu of fractional shares deliverable in respec t thereof pursuant to this Agreement. 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 __________ Stock Exchange, Inc., 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 adva nce expenses to, each Trustee and officer of the Trust, and each director and officer of BT R, against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to or after the Effective Time, whet her asserted or claimed prior to, at or after the Effective Time, 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 fulfill ment 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 ent itled to vote upon the Merger, all in accordance with applicable law and the Articl es of Incorporation and Bylaws of BTR; and (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 11-291E© 1996 Jefren Publishing Company, Inc. 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 (or any of its directors, trustees or officers) 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 part ies 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 pa rty 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 §11.605PROXY STATEMENTS: STRATEGY & FORMS 11-291E © 1996 Jefren Publishing Company, Inc. reference only, do not constitute part of this Agreement and shall not be deemed to l imit or otherwise affect any of the provisions hereof. 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. BTR REALTY, INC. Attest:____________________________ By:______________________________(SEAL) Title:_____________________________ MID-ATLANTIC REALTY TRUST Attest:____________________________ By:______________________________(SEAL) Title:___________________________