Exhibit 10.3


 


EXECUTION
COPY


 


PURCHASE AGREEMENT AND


 


AGREEMENT AND PLAN OF MERGER


 


DATED AS OF DECEMBER 21, 2006


 


BY AND


 


AMONG


 


CORPORATE OFFICE PROPERTIES TRUST,


 


CORPORATE OFFICE PROPERTIES, L.P.,


 


W&M BUSINESS TRUST,


 


AND


 


NOTTINGHAM VILLAGE, INC.


 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE I. CERTAIN DEFINITIONS

  	
  2

  
	
   

  	
   

  	
   

  
	
  1.01.

  	
  Certain
  Definitions

  	
  2

  
	
   

  	
   

  	
   

  
	
  ARTICLE II. PURCHASE AND SALE OF OWNERSHIP
  INTERESTS IN NPI ENTITIES

  	
  14

  
	
   

  	
   

  	
   

  
	
  2.01.

  	
  Purchase
  and Sale of the Ownership Interests

  	
  14

  
	
  2.02.

  	
  Purchase
  Price

  	
  14

  
	
   

  	
   

  	
   

  
	
  ARTICLE III. THE MERGER

  	
  14

  
	
   

  	
   

  	
   

  
	
  3.01.

  	
  The
  Merger

  	
  14

  
	
  3.02.

  	
  Effective
  Date and Effective Time; Closing

  	
  15

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV. MERGER CONSIDERATION; EXCHANGE
  PROCEDURES

  	
  16

  
	
   

  	
   

  	
   

  
	
  4.01.

  	
  Conversion
  of Shares

  	
  16

  
	
  4.02.

  	
  Exchange
  Procedures

  	
  17

  
	
  4.03.

  	
  Adjustments

  	
  18

  
	
  4.04.

  	
  Deposit

  	
  19

  
	
  4.05.

  	
  Deposit
  of Escrow Shares and Additional Escrow Shares

  	
  19

  
	
   

  	
   

  	
   

  
	
  ARTICLE V. CONDUCT OF THE PARTIES PENDING
  CLOSING

  	
  20

  
	
   

  	
   

  	
   

  
	
  5.01.

  	
  Conduct
  of Business by Target

  	
  20

  
	
  5.02.

  	
  Conduct
  of Acquiror

  	
  21

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI. REPRESENTATIONS AND WARRANTIES

  	
  22

  
	
   

  	
   

  	
   

  
	
  6.01.

  	
  Target
  Disclosure Letter

  	
  22

  
	
  6.02.

  	
  Representations
  and Warranties of Target

  	
  22

  
	
  6.03.

  	
  Representations
  and Warranties of Acquiror, Acquiror OP and Merger Subsidiary

  	
  38

  
	
  6.04.

  	
  Representations
  and Warranties of Acquiror and Acquiror OP

  	
  41

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII. COVENANTS

  	
  45

  
	
   

  	
   

  	
   

  
	
  7.01.

  	
  Stockholders’
  Meeting

  	
  45

  
	
  7.02.

  	
  Registration
  Statement

  	
  46

  
	
  7.03.

  	
  Access
  to Information; Confidentiality

  	
  46

  
	
  7.04.

  	
  No-Shop
  Clause

  	
  47

  
	
  7.05.

  	
  Further
  Action; Reasonable Efforts

  	
  49

  
	
  7.06.

  	
  Public
  Announcements

  	
  50

  



 

















 


	
  7.07.

  	
  Escrow
  and Indemnification

  	
  50

  
	
  7.08.

  	
  Intentionally
  Deleted

  	
  55

  
	
  7.09.

  	
  Transfer
  Taxes

  	
  55

  
	
  7.10.

  	
  Additional
  Acknowledgement #2

  	
  55

  
	
  7.11.

  	
  Lender’s
  Approval

  	
  55

  
	
  7.12.

  	
  Termination
  of Management Agreements

  	
  56

  
	
  7.13.

  	
  Short
  Term Loan

  	
  56

  
	
  7.14.

  	
  Tenant
  Improvements

  	
  56

  
	
  7.15.

  	
  Sewer
  System Escrow

  	
  57

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII. ADDITIONAL AGREEMENTS

  	
  57

  
	
   

  	
   

  	
   

  
	
  8.01.

  	
  Inspection
  of the Target Properties

  	
  57

  
	
  8.02.

  	
  Prepayment
  of Indebtedness

  	
  58

  
	
  8.03.

  	
  Acquisition
  of Joint Venture Interests; Disposal of Properties

  	
  58

  
	
  8.04.

  	
  Prorations
  and Adjustments

  	
  58

  
	
  8.05.

  	
  Articles
  Supplementary

  	
  61

  
	
  8.06.

  	
  Intellectual
  Property

  	
  61

  
	
  8.07.

  	
  COBRA
  Agreements

  	
  61

  
	
  8.08.

  	
  Certain
  Agreements

  	
  61

  
	
  8.09.

  	
  Reciprocal
  Release

  	
  62

  
	
  8.10.

  	
  Lockbox

  	
  62

  
	
  8.11.

  	
  Final
  Tax Returns

  	
  62

  
	
  8.12.

  	
  Insurance
  Proceeds

  	
  62

  
	
  8.13.

  	
  Satisfaction
  of Dollenberg Retirement Obligations

  	
  62

  
	
   

  	
   

  	
   

  
	
  ARTICLE IX. CONDITIONS TO CONSUMMATION OF THE
  TRANSACTION AND CLOSING DELIVERIES

  	
  62

  
	
   

  	
   

  	
   

  
	
  9.01.

  	
  Conditions
  to the Obligations of Each Party

  	
  62

  
	
  9.02.

  	
  Conditions
  to the Obligations of Acquiror, Acquiror OP and Merger Subsidiary

  	
  63

  
	
  9.03.

  	
  Conditions
  to the Obligations of Target

  	
  64

  
	
  9.04.

  	
  Deliveries
  by Target

  	
  65

  
	
  9.05.

  	
  Deliveries
  by Acquiror

  	
  67

  
	
   

  	
   

  	
   

  
	
  ARTICLE X. TERMINATION

  	
  67

  
	
   

  	
   

  	
   

  
	
  10.01.

  	
  Termination

  	
  67

  
	
  10.02.

  	
  Effect
  of Termination

  	
  69

  
	
  10.03.

  	
  Fees
  and Expenses

  	
  69

  
	
   

  	
   

  	
   

  
	
  ARTICLE XI. GENERAL PROVISIONS

  	
  70

  
	
   

  	
   

  	
   

  
	
  11.01.

  	
  Survival
  of Representations and Warranties

  	
  70

  
	
  11.02.

  	
  Notices

  	
  70

  
	
  11.03.

  	
  Severability

  	
  71

  
	
  11.04.

  	
  Amendment

  	
  72

  



 

















 


	
  11.05.

  	
  Entire
  Agreement; Assignment

  	
  72

  
	
  11.06.

  	
  Parties
  in Interest

  	
  72

  
	
  11.07.

  	
  Specific
  Performance

  	
  72

  
	
  11.08.

  	
  Governing
  Law

  	
  73

  
	
  11.09.

  	
  Waiver
  of Jury Trial

  	
  73

  
	
  11.10.

  	
  Headings

  	
  73

  
	
  11.11.

  	
  Counterparts

  	
  73

  
	
  11.12.

  	
  Mutual
  Drafting

  	
  73

  
	
  11.13.

  	
  Time
  is of the Essence

  	
  73

  



 

















 


SCHEDULES AND EXHIBITS


 


	
  Schedule
  1.

  	
  Purchase
  Properties

  	
  S-1-1

  
	
   

  	
   

  	
   

  
	
  Schedule
  2.

  	
  Merger
  Properties

  	
  S-2-1

  
	
   

  	
   

  	
   

  
	
  Schedule
  3.

  	
  Retail
  Properties

  	
  S-3-1

  
	
   

  	
   

  	
   

  
	
  Schedule
  4.

  	
  NPI
  Exchange Properties

  	
  S-4-1

  
	
   

  	
   

  	
   

  
	
  Schedule
  5.

  	
  Assumed
  Loans

  	
  S-5-1

  
	
   

  	
   

  	
   

  
	
  Exhibit A.

  	
  Articles
  Supplementary

  	
  A-1

  
	
   

  	
   

  	
   

  
	
  Exhibit B.

  	
  Registration
  Rights Agreement

  	
  B-1

  
	
   

  	
   

  	
   

  
	
  Exhibit C.

  	
  Articles
  of Merger

  	
  C-1

  
	
   

  	
   

  	
   

  
	
  Exhibit D.

  	
  Wachovia
  Release

  	
  D-1

  
	
   

  	
   

  	
   

  
	
  Exhibit E.

  	
  License
  Agreement

  	
  E-1

  
	
   

  	
   

  	
   

  
	
  Exhibit F.

  	
  Notice
  to Tenants

  	
  F-1

  
	
   

  	
   

  	
   

  
	
  Exhibit G.

  	
  FIRPTA
  Affidavit

  	
  G-1

  
	
   

  	
   

  	
   

  
	
  Exhibit H.

  	
  Legal
  Opinions of Gordon Feinblatt

  	
  H-1

  
	
   

  	
   

  	
  H-2

  
	
   

  	
   

  	
   

  
	
  Exhibit I.

  	
  Affidavits
  for Anchor Title Company

  	
  I-1

  
	
   

  	
   

  	
  I-2

  
	
   

  	
   

  	
  I-3

  
	
   

  	
   

  	
  I-4

  
	
   

  	
   

  	
   

  
	
  Exhibit J.

  	
  Tenant
  Estoppel Certificate

  	
  J-1

  
	
   

  	
   

  	
   

  
	
  Exhibit K.

  	
  Reciprocal
  Release

  	
  K-1

  
	
   

  	
   

  	
   

  
	
  Exhibit L.

  	
  First
  Amendment to Retirement Agreement

  	
  L-1

  
	
   

  	
   

  	
   

  
	
  Exhibit M.

  	
  Legal
  Opinion of DLA Piper US LLP

  	
  M-1

  
	
   

  	
   

  	
   

  
	
  Exhibit N.

  	
  Acknowledgement
  of P. Douglas Dollenberg

  	
  N-1

  
	
   

  	
   

  	
   

  
	
  Exhibit O.

  	
  Additional
  Acknowledgement #1 of P. Douglas Dollenberg

  	
  O-1

  
	
   

  	
   

  	
   

  
	
  Exhibit P.

  	
  Additional
  Acknowledgement #2 of P. Douglas Dollenberg

  	
  P-1

  



 

















 


TARGET DISCLOSURE LETTER


 


	
  Section 5.01(b)

  	
   

  	
  Acquisitions

  
	
  Section 6.02(a)(ii)

  	
   

  	
  Target
  Subsidiaries

  
	
  Section 6.02(a)(iv)

  	
   

  	
  Target
  Voting Securities

  
	
  Section 6.02(a)(vi)

  	
   

  	
  Additional
  Target Subsidiary Information

  
	
  Section 6.02(b)(i)

  	
   

  	
  Target
  Stockholders

  
	
  Section 6.02(b)(ii)

  	
   

  	
  Debt
  Instruments

  
	
  Section 6.02(b)(iv)

  	
   

  	
  Voting
  Agreements

  
	
  Section 6.02(d)(i)

  	
   

  	
  Conflicts

  
	
  Section 6.02(d)(ii)

  	
   

  	
  Consents
  and Filings

  
	
  Section 6.02(e)

  	
   

  	
  Permits

  
	
  Section 6.02(f)

  	
   

  	
  Litigation

  
	
  Section 6.02(g)(iii)

  	
   

  	
  Tenant
  Improvements and Properties under Construction and Acquisition

  
	
  Section 6.02(g)(iv)

  	
   

  	
  Violations
  of Law

  
	
  Section 6.02(g)(v)

  	
   

  	
  Purchase
  Options

  
	
  Section 6.02(g)(vi)

  	
   

  	
  Restrictions
  on Transfer

  
	
  Section 6.02(g)(viii)

  	
   

  	
  Condemnation
  Proceedings

  
	
  Section 6.02(g)(x)

  	
   

  	
  Rent
  Roll; Delinquency Report; Violations

  
	
  Section 6.02(g)(xii)

  	
   

  	
  Invalid
  Leases; Intention to Vacate

  
	
  Section 6.02(g)(xiii)

  	
   

  	
  Tenant
  Claims against Rent

  
	
  Section 6.02(g)(xiv)

  	
   

  	
  Defaults

  
	
  Section 6.02(g)(xv)

  	
   

  	
  Tenant
  Insolvency

  
	
  Section 6.02(g)(xvii)

  	
   

  	
  Commitments;
  Commissions

  
	
  Section 6.02(g)(xix)

  	
   

  	
  Letters
  of Credit

  
	
  Section 6.02(g)(xx)

  	
   

  	
  Additional
  Notices

  
	
  Section 6.02(i)(ii)

  	
   

  	
  Tax
  Assessments; Audited Tax Returns

  
	
  Section 6.02(i)(iv)

  	
   

  	
  “S
  corporation” Election

  
	
  Section 6.02(i)(vi)

  	
   

  	
  Built-in
  Gains

  
	
  Section 6.02(i)(viii)

  	
   

  	
  Excluded
  Tax Assets

  
	
  Section 6.02(i)(xvi)

  	
   

  	
  Tax
  Basis of Acquired Assets

  
	
  Section 6.02(i)(xviii)

  	
   

  	
  Tax
  Basis of Certain NPI Properties

  
	
  Section 6.02(j)

  	
   

  	
  Environmental
  Matters

  
	
  Section 6.02(k)

  	
   

  	
  Scheduled
  Contracts

  
	
  Section 6.02(l)

  	
   

  	
  Insurance
  Policies; Cancellation of Policies; Claims

  
	
  Section 6.02(l)(i)

  	
   

  	
  Insurance
  Loss Runs

  
	
  Section 6.02(m)

  	
   

  	
  Related
  Party Transactions

  
	
  Section 6.02(o)(ii)

  	
   

  	
  Employee
  Benefit Plans; Deferred Compensation Plans and Obligations

  
	
  Section 6.02(q)

  	
   

  	
  Personal
  Property

  
	
  Section 7.09(a)

  	
   

  	
  Acquiror
  Transfer Taxes

  
	
  Section 7.09(b)

  	
   

  	
  Joint
  Transfer Taxes

  
	
  Section 7.09(c)

  	
   

  	
  Target
  Transfer Taxes

  
	
  Section 7.11

  	
   

  	
  Office
  Assumed Loan Documents

  



 

















 


	
  Section 7.12

  	
   

  	
  Property
  Management Agreements

  
	
  Section 8.02

  	
   

  	
  Existing
  Indebtedness; Properties Securing Existing Indebtedness

  
	
  Section 8.04(iii)

  	
   

  	
  Letters
  of Credit Posted as Security Deposits

  
	
  Section 9.02(f)

  	
   

  	
  Tenant
  Estoppels

  
	
  Section 9.02(h)

  	
   

  	
  Corporate
  Dissolutions

  
	
  Section 9.02(j)

  	
   

  	
  Officers
  Life Insurance Loans

  
	
  Section 9.04(n)

  	
   

  	
  Estoppels
  from Community Associations

  



 
















 


PURCHASE AGREEMENT AND AGREEMENT AND PLAN OF MERGER, dated as of December 21,
2006 (this “Agreement”),
among Corporate Office Properties Trust, a Maryland real estate investment
trust (“Acquiror”),
Corporate Office Properties, L.P., a Delaware limited partnership (“Acquiror OP”),
W&M Business Trust, a Maryland business trust (“Merger Subsidiary”),
and Nottingham Village, Inc. (“Target”), a Maryland corporation.


 


RECITALS


 


WHEREAS, Nottingham Properties, Inc.,
a Maryland corporation (“NPI”)
owns, through one or more subsidiaries, the commercial office properties and
the appurtenances thereto and the partnership and membership interests listed
on Schedule 1 hereto (the “Purchase Properties”) and Target will own,
immediately prior to the Closing Date, the commercial office properties and
tracts of land listed on Schedule 2 hereto and the appurtenances thereto
through one or more subsidiaries (the “Merger Properties,”);


 


WHEREAS, Acquiror OP desires to
purchase and NPI desires to sell the percentage of ownership interests in the
entities owning the Purchase Properties as more particularly set forth on Schedule
1 hereto;


 


WHEREAS, prior to the Merger, Target
intends to dispose of certain residential and other non-office properties,
related entities assets and contracts to the Liquidating Trust or to third
parties;


 


WHEREAS, one (1) day following
the Merger, the Surviving Entity shall dispose of the ownership interests in
the entities (the “Retail
Entities”) owning the retail properties listed on Schedule 3
hereto (the “Retail
Properties”) by consummating an exchange under Section 1031
of the Code (the “Exchange”)
with NPI whereby the Surviving Entity will exchange the ownership interests in
the Retail Entities for the ownership interests in the entities (the “NPI Exchange Entities”)
owning those properties listed on Schedule 4 hereto (the “NPI Exchange Properties”);


 


WHEREAS, the Board of Trustees of
Acquiror and the Board of Directors of Target have each adopted a resolution
declaring that the merger of Target with and into Merger Subsidiary (the “Merger”), with Merger
Subsidiary continuing as the surviving entity in the Merger in accordance with
the MGCL, is advisable and have approved this Agreement;


 


WHEREAS, it is intended that, for
U.S. federal income tax purposes, the Merger shall qualify as a reorganization
within the meaning of Section 368(a) of the Internal Revenue Code of
1986, as amended (the “Code”),
and that this Agreement shall constitute, and is hereby adopted as, a plan of
reorganization;


 


WHEREAS, Acquiror, Acquiror OP,
Merger Subsidiary and Target desire to make certain representations, warranties
and agreements in connection with the Merger.


 

















 


NOW, THEREFORE, in consideration of the
premises and of the mutual covenants, representations, warranties and
agreements contained herein, and intending to be legally bound hereby, the
parties agree as follows:


 


ARTICLE I.

CERTAIN DEFINITIONS


 


1.01.       Certain Definitions.


 


The
following terms are used in this Agreement with the meanings set forth below:


 


“Acquiror” has the
meaning set forth in the preamble to this Agreement.


 


“Acquiror Bylaws”
means the bylaws of Acquiror.


 


“Acquiror Common Shares”
means common shares of beneficial interest, $.01 par value per share, of
Acquiror.


 


“Acquiror Convertible Preferred Shares”
means the 5.6% convertible Acquiror Preferred Shares, $50.00 liquidation
preference per share, of Acquiror, with such terms as are set forth in the
Articles Supplementary.


 


“Acquiror Declaration of Trust”
means the declaration of trust of Acquiror.


 


“Acquiror Material Adverse Effect”
means any event, circumstance, change or effect that adversely affects the
financial condition or results of operations of Acquiror in an amount in excess
of $100,000,000, that was not reasonably foreseeable at the date of this
Agreement; provided, however, that none of the following shall
be deemed to constitute or shall be taken into account in determining whether
there has been an “Acquiror Material Adverse Effect”:  (i) any event, circumstance, change or
effect arising out of or attributable to (A) any changes in the United
States or global economy or capital, financial or securities markets generally,
including changes in interest or exchange rates, (B) the commencement or
escalation of a war or armed hostilities or the occurrence of acts of terrorism
or sabotage, (C) any changes in general economic, legal, regulatory or
political conditions in the geographic regions in which Acquiror operates, (D) earthquakes,
hurricanes or other natural disasters, and (E) changes in Law or GAAP or (ii) any
existing event, circumstance, change or effect with respect to which Target has
knowledge as of the date hereof.


 


“Acquiror OP” has the
meaning set forth in the preamble to this Agreement.


 


“Acquiror Preferred Shares”
means preferred shares of beneficial interest, $.01 par value per share, of
Acquiror.


 


“Acquiror SEC Documents”
has the meaning set forth in Section 6.04(b).


 


2

















 


“Acquiror Shares”
means the Acquiror Common Shares and Acquiror Preferred Shares, collectively.


 


“Acquiror Subsidiary”
or “Acquiror
Subsidiaries” means a Subsidiary or Subsidiaries of Acquiror.


 


“Acquisition Agreement”
means the Acquisition Agreement dated August 17, 2005 by and between
Honeygo Run Reclamation Center, Inc. and Target.


 


“Acquisition Proposal”
has the meaning set forth in Section 7.04(a).


 


“Action” means any
claim, action, suit, proceeding, arbitration, mediation or other investigation
as to which written notice has been provided to the applicable party.


 


“Additional Escrow Shares”
has the meaning set forth in Section 4.05(b).


 


“Additional Share Escrow Agreement”
means the escrow agreement among the Share Escrow Agent, Acquiror, Acquiror OP,
Merger Subsidiary and Stockholders’ Agent with respect to the Additional Escrow
Shares.


 


“Affiliate” means,
with respect to any Person, any other Person which directly or indirectly
controls, is controlled by or is under common control with such Person.  For purposes of the immediately preceding
sentence, the term “control”
(including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”),
as used with respect to any Person, means the possession, directly or
indirectly, of the power to direct or cause the direction of the management and
policies of such Person, whether through ownership of voting securities, by
contract or otherwise.


 


“Aggregate Closing Adjustments”
has the meaning set forth in Section 4.01(a).


 


“Agreement” means this
Agreement, as amended or modified from time to time in accordance with Section 11.04.


 


“Applicable Date” has
the meaning set forth in Section 6.04(b).


 


“Applicable Permits”
has the meaning set forth in Section 6.02(e).


 


“Articles of Merger”
has the meaning set forth in Section 3.02(b).


 


“Articles Supplementary”
means the Articles Supplementary to the Acquiror Declaration of Trust setting
forth the terms of the Acquiror Convertible Preferred Shares, in the form
attached hereto as Exhibit A.


 


“Assumed Loans” means
the loans listed in Schedule 5 hereto.


 


“Assumption Fees” has
the meaning set forth in Section 7.11(b).


 


“Blue Sky Laws” means
the state securities laws of the several States.


 


3

















 


“Business Day” means
Monday through Friday of each week, except a legal holiday recognized as such
by the U.S. Government or any day on which banking institutions in the State of
Maryland are authorized or obligated to close.


 


“Calculation Price”
means the average closing price on the NYSE of the Acquiror Common Shares over
a period of twenty (20) trading days, ending on the tenth (10th) trading day prior to the
Closing Date; provided, however,
that such price shall equal a minimum of $43.00 per share and a maximum of
$49.00 per share.


 


“Cash Escrow Agent”
means Anchor Title Company.


 


“Cash Escrow Agreement”
means the escrow agreement among the Cash Escrow Agent, Acquiror, Acquiror OP,
Merger Subsidiary and Target with respect to investment and payment of the
Deposit.


 


“Certificate” or “Certificates” has the
meaning set forth in Section 4.02(a).


 


“Change in Recommendation”
has the meaning set forth in Section 7.04(f).


 


“Claims Notice” has
the meaning set forth in Section 7.07(d).


 


“Closing” and “Closing Date” have
the meanings set forth in Section 3.02(a).


 


“Closing Adjustments”
has the meaning set forth in Section 8.04.


 


“Closing Adjustment Amount”
has the meaning set forth in Section 8.04.


 


“Closing Adjustment Time”
has the meaning set forth in Section 8.04.


 


“COBRA” means the
Consolidated Omnibus Budget Reconciliation Act of 1985, as amended.


 


“Code” means the
Internal Revenue Code of 1986, as amended.


 


“Common Share Consideration”
means the Common Share Consideration Amount divided by the Calculation Price (i.e.,
the amount of Acquiror Common Shares issued at Closing).


 


“Common Share Consideration Amount”
means the Merger Consideration Amount minus the Preferred Share Consideration
Amount.


 


“Confidentiality Agreement”
has the meaning set forth in Section 7.03(b).


 


“Damages” has the
meaning set forth in Section 7.07(b)(i).


 


“Debt Balance”  means the balance
due under all indebtedness of Target, Target Subsidiaries and Retail Entities
at the Effective Time, including but not limited to accrued but unpaid
interest, and incurred but unpaid prepayment premiums.  The Debt


 


4

















 


Balance
does not include the Exchange Properties Indebtedness, as this shall be an
obligation of NPI at the Effective Time.


 


“Deposit” has the
meaning set forth in Section 4.04.


 


“Dollenberg Retirement Obligations”
means any outstanding obligations to make payments to P. Douglas Dollenberg
pursuant to Sections 3(iii), 4 and 8(i) of the Retirement Agreement dated
January 1, 2005 by and among P. Douglas Dollenberg, Target and NPI, as
amended.


 


“Effective Date” means
the day of the Effective Time.


 


“Effective Time” has
the meaning set forth in Section 3.02(b).


 


“Environment” has the
meaning set forth in Section 6.04(f).


 


“Environmental Laws”
means any United Stated federal, state or local Laws in existence on the date
hereof relating to the presence or release of Hazardous Substances or
protection of the environment, including the Federal Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”).


 


“ERISA” means the Employee
Retirement Income Security Act of 1974, as amended.


 


“ERISA Affiliate”
means any Person who, together with Target or the Surviving Entity, as
appropriate in the context, is or has been treated as a single employer under Section 414
of the Code, and the regulations thereunder.


 


“Escrow Fund” has the
meaning set forth in Section 7.07(a).


 


“Escrow Period” has
the meaning set forth in Section 7.07(c).


 


“Escrow Shares” has
the meaning set forth in Section 4.05(a).


 


“Exchange” has the
meaning set forth in the preamble to this Agreement.


 


“Exchange Act” means
the Securities Exchange Act of 1934, as amended, and the rules and
regulations thereunder.


 


“Exchange Agreement”
means the exchange agreement to be entered into by and between NPI and
Surviving Entity on the day after the Closing pursuant to which the ownership
interests in the Retail Entities will be exchanged for the ownership interests
in the NPI Exchange Entities.


 


“Exchange Properties Indebtedness”
has the meaning set forth in the Exchange Agreement.


 


5

















 


“Existing Indebtedness”
means the Existing Office Indebtedness and the Existing Retail Indebtedness.


 


“Existing Office Indebtedness”
means the loans incurred by the entities set forth in Section 8.02
of the Target Disclosure Letter, secured by deeds of trust on the properties
owned by such entities, having an aggregate balance as of December 1, 2006
of approximately Fifty-Seven Million Five Hundred Sixty-Four Thousand One
Hundred Thirty-One Dollars ($57,564,131). 
Target shall use a portion of the proceeds of the Short Term Loan to
prepay the Existing Office Indebtedness prior to Closing.


 


“Existing Retail Indebtedness”
means the loans secured by deeds of trust on the properties owned by White
Marsh Plaza Business Trust and The Avenue at White Marsh Business Trust, having
an aggregate balance as of December 1, 2006 of approximately Twenty-Nine
Million One Hundred Forty-Six Thousand Three Hundred Ninety-Eight Dollars
($29,146,398).  Acquiror shall not be directly
or indirectly liable for the Existing Retail Indebtedness upon or after the
closing of the Exchange, except to the extent set forth in Section 6.02(k) of
the Target Disclosure Letter.


 


“Former Superior Proposal”
has the meaning set forth in Section 7.04(e).


 


“GAAP” means
accounting principles generally accepted in the United States of America.


 


“Governmental Authority”
means any federal, state or local court, administrative agency or commission or
other governmental authority or instrumentality or agency.


 


“Gross Value”  means the sum of
$303,422,124 (which is equal to $362,500,000 less the gross purchase price of
$59,077,876 payable for the ownership interests in the NPI Entities).


 


“Hazardous Materials”
means (i) those substances defined in or regulated under the following
federal statutes and their state counterparts, as each may be amended from time
to time, and all regulations thereunder: 
the Resource Conservation and Recovery Act, the Comprehensive Environmental
Response, Compensation and Liability Act, the Clean Water Act, the Safe
Drinking Water Act, the Atomic Energy Act and the Clean Air Act;
(ii) petroleum and petroleum products, including crude oil and any
fractions thereof; (iii) polychlorinated biphenyls, friable asbestos and radon;
and (iv) any chemicals, materials, substances or wastes which are defined
as or included in the definition of “hazardous substances,” “restricted
hazardous wastes,” “toxic substances,” “toxic pollutants” or words of similar
import, under any applicable Environmental Law; and (v) any substance,
material, or waste regulated by any Governmental Authority pursuant to any
Environmental Law.


 


“Indemnified Person”
or “Indemnified Persons”
have the meaning set forth in Section 7.07(b)(i).


 


“Indemnity Threshold”
has the meaning set forth in Section 7.07(b)(iii).


 


6

















 


“Inspection Period”  has the meaning set forth in Section 8.01(b).


 


“Intellectual Property”
means all intellectual property owned or used by Target and the Target
Subsidiaries, including patents (including any continuations, divisionals,
continuations-in-part, renewals and reissues), trademarks, trade names, service
marks, logos, domain names and other indicators of source or origin, database
rights, copyrights, mask works, technology, know-how, trade secrets, inventory,
ideas, algorithms, processes, computer software programs or applications (in
both source code and object code form), tangible or intangible proprietary
information or material and all other intellectual property or proprietary
rights, together with all goodwill symbolized by any of the foregoing,
registrations and applications for the foregoing, and rights to sue for past
infringement thereof.


 


“IRS” means the
Internal Revenue Service.


 


“knowledge of Acquiror”
or “to Acquiror’s
knowledge” means the actual knowledge of Randall M. Griffin or
Roger A. Waesche, Jr.


 


“knowledge of Target”
or “to Target’s
knowledge” means the actual knowledge of J. Joseph Credit,
Steven Endres or Peter Teeling.


 


“Law” has the meaning
set forth in Section 6.02(d)(i).


 


“Leasing Commissions”
means any commissions due and payable on the Target Properties Leases to third
parties and not to Affiliates of Target.


 


“Lender’s Approval”
has the meaning set forth in Section 7.11(b).


 


“License Agreement”
has the meaning set forth in Section 8.06.


 


“Liens” means any
charge, mortgage, pledge, security interest, restriction, Claim, lien or
encumbrance.


 


“Liquidating Trust”
means NVI Liquidating Trust, a Maryland business trust.


 


“Liquidation Preference”
means $50.00 per Acquiror Convertible Preferred Share.


 


“Loan Escrows” has the
meaning set forth in Section 4.01(a).


 


“Loan Documents” has
the meaning set forth in Section 7.11(a).


 


“Loans” means any
loan, loan agreement, note, borrowing arrangement or extension of credit,
including, without limitation, letters of credit, leases, credit enhancements,
guarantees and similar interest-bearing assets, as well as commitments to
extend any of the same.


 


“Merger” has the
meaning set forth in Section 3.01(a).


 


7

















 


“Merger Closing Properties”
means the Merger Properties and the Retail Properties.


 


“Merger Closing Properties Leases”
means the leases applicable to the Merger Closing Properties.


 


“Merger Consideration”
has the meaning set forth in Section 4.01(a).


 


“Merger Consideration Amount”
has the meaning set forth in Section 4.01(a).


 


“Merger Properties”
has the meaning set forth in the preamble to this Agreement.


 


“Merger Properties Leases”
means the leases in effect as of the date hereof with tenants of the Merger
Properties and all written amendments, modifications and supplements thereto.


 


“Merger Subsidiary”
has the meaning set forth in the preamble to this Agreement.


 


“Merger Subsidiary Common Shares”
means the common shares of beneficial interest, $0.01 par value per share, of
Merger Subsidiary.


 


“MGCL” means the
Maryland General Corporation Law.


 


“Non-Target Properties Letters of
Credit” has the meaning set forth in Section 6.02(g)(xix).


 


“NPI” has the meaning
set forth in the preamble to this Agreement.


 


“NPI Entities” means,
collectively, one hundred percent (100%) of the ownership interests in 37
Allegheny Business Trust, Philadelphia Road Operating Company, LLC, 9020
Mendenhall, LLC, Woods Investors, LLC, Rivers Center III Investors LLC and
White Marsh Hi-Tech 2 Business Trust, fifty percent (50%) of the ownership
interests in Campbell Corporate Center I Limited Partnership, forty-three and
seven-tenths percent (43.7%) in Nottingham Associates Limited Partnership and
sixty percent (60%) in Sandpiper Limited Partnership.


 


“NPI Exchange Entities”
has the meaning set forth in the preamble to this Agreement.


 


“NPI Exchange Properties”
has the meaning set forth in the preamble to this Agreement.


 


“NPI Exchange Properties Leases”
means all leases in effect as of the date hereof with tenants of the NPI
Exchange Properties and all written amendments, modifications and supplements
thereto.


 


“NYSE” means the New
York Stock Exchange, Inc.


 


8

















 


“Office Assumed Loan Documents”
means the documents evidencing and relating to the Office Assumed Loans.


 


“Office Assumed Loans”
means the Assumed Loans, the loans to be assumed by Acquiror OP under the PSA
(Woods and Rivers Center III) and the loan made to Tyler Ridge I.


 


“Outside Date” has the
meaning set forth in Section 10.01(b)(ii).


 


“Payment Fund” has the
meaning set forth in Section 4.02(a).


 


“Permitted Liens”
means (i) Liens for Taxes not yet delinquent and Liens for Taxes being
contested in good faith; (ii) inchoate mechanics’ and materialmen’s Liens
for construction in progress; (iii) inchoate workmen’s, repairmen’s,
warehousemen’s and carriers’ Liens arising in the ordinary course of business
of Target or any of the Target Subsidiaries; (iv) zoning restrictions,
survey exceptions, utility easements, rights of way and similar Liens that are
imposed by any Governmental Authority having jurisdiction thereon; (v) with
respect to real property, any title exception disclosed in title insurance
policy with respect to any Target Property (whether material or immaterial),
Liens and obligations arising under the Material Contracts (including but not
limited to any Lien securing mortgage debt disclosed in the Target Disclosure Letter)
and any other Lien that does not interfere materially with the current use of
such property (assuming its continued use in the manner in which it is
currently used) or materially adversely affect the value or marketability of
such property; (vi) reciprocal easement agreements; (vii) matters
that would be disclosed on current title reports or surveys and/or (viii) Liens
or restrictions arising pursuant to the Target Properties Leases.


 


“Person” means any
individual, bank, corporation, partnership, association, joint-stock company,
business trust, limited liability company or unincorporated organization.


 


“Potential Acquiror”
has the meaning set forth in Section 7.04(d).


 


“Preferred Share Consideration”
means the number of Acquiror Convertible Preferred Shares designated by Target
to Acquiror at least five (5) Business Days prior to the Closing; provided, however, the number of Acquiror
Convertible Preferred Shares shall not exceed the sum of (i) 2,830,000
plus (ii) seventy percent (70%) of the Aggregate Closing Adjustments
divided by the Liquidation Preference.


 


“Preferred Share Consideration Amount”
means the Preferred Share Consideration multiplied by the Liquidation
Preference.


 


“Pre-LOI Leases” the
Target Properties Leases signed on or prior to September 6, 2006.


 


“Pre-LOI Leasing Commissions”
means any commissions due and payable on Pre-LOI Leases but excluding
commissions due with respect to future renewals or extensions of Pre-LOI
Leases.


 


9
















 


“Pre-LOI TI Work” has
the meaning set forth in Section 7.14.


 


“Proxy Statement”
means the proxy statement to be provided to the Target Stockholders in
connection with the Target Stockholders Meeting.


 


“Purchase and Sale”
has the meaning set forth in Section 2.01.


 


“Purchase Price” has
the meaning set forth in Section 2.02.


 


“Purchase Properties”
has the meaning set forth in the preamble to this Agreement.


 


“Purchase Properties Leases”
means all leases in effect as of the date hereof with tenants of the Purchase
Properties and all written amendments, modifications and supplements thereto.


 


“Rating Agencies” has
the meaning set forth in Section 7.11(b).


 


“Reciprocal Release”
has the meaning set forth in Section 9.04(k).


 


“REIT” means a real
estate investment trust within the meaning of Section 856- 860 of the
Code.


 


“Registration Rights Agreement”
means the registration rights agreement between Acquiror and the Target
Stockholders relating to the filing of the Registration Statement, in
substantially the form attached hereto as Exhibit B.


 


“Registration Statement”
means the Acquiror Registration Statement on Form S-3 or other available
form registering the resale of the Common Share Consideration and the Acquiror
Common Shares issuable upon conversion of the Acquiror Convertible Preferred
Shares and any amendments or supplements thereto.


 


“Release” has the
meaning set forth in Section 6.04(f).


 


“Representative” has
the meaning set forth in Section 7.04(b).


 


“Retail Entities” has
the meaning set forth in the preamble to this Agreement.


 


“Retail Loan Guarantees”
has the meaning set forth in Section 7.07(b).


 


“Retail Properties”
has the meaning set forth in the preamble to this Agreement.


 


“Retail Transaction”
means the acquisition of NPI by, or the merger of NPI with, an entity that
engages or proposes to engage in retail property acquisitions or ownership.


 


“Rights” means, with
respect to any Person, warrants, options, rights, convertible securities and
other arrangements or commitments which obligate the Person to issue or dispose
of any of its stock or other ownership interests.


 


10

















 


“Scheduled Contracts”
means those service and other contracts which have been entered into by Target
or Target Subsidiaries or that will be assigned to Target or Target
Subsidiaries prior to Closing, all as set forth in Section 6.02(k) of
the Target Disclosure Letter.


 


“SDAT” has the meaning
set forth in Section 3.02(b).


 


“SEC” means the
Securities and Exchange Commission.


 


“Securities Act” means
the Securities Act of 1933, as amended, and the rules and regulations
thereunder.


 


“Share Escrow Agent”
means U.S. Bank National Association.


 


“Share Escrow Agreement”
means the escrow agreement among the Share Escrow Agent, Acquiror, Acquiror OP,
Merger Subsidiary and Stockholders’ Agent with respect to the Escrow Shares.


 


“Shares” means shares
of Target Common Stock.


 


“Short Term Loan”
means the loan to be made to Target by Wachovia Bank, N.A. with an outstanding
balance not to exceed $83,018,978 as of the Closing, which may be fully prepaid
at any time by Acquiror after Closing without any prepayment penalty
thereto.  The documents evidencing or
securing the Short Term Loan are referred to herein as the “Short Term Loan Documents.”  Of the total proceeds of the Short Term Loan,
up to $57,564,131 shall be applied by Target to prepay Existing Office
Indebtedness prior to Closing.


 


“Stockholder Approval”
has the meaning set forth in Section 6.02(c)(ii).


 


“Stockholders’ Agent”
shall mean the Liquidating Trust.


 


“Subsidiary” and “Significant Subsidiary”
have the meanings ascribed to those terms in Rule l-02 of Regulation S-X
promulgated by the SEC.


 


“Superior Proposal”
means a bona fide written proposal (and its most recently amended or modified
terms, if amended or modified) made by a Person other than Target or its
Affiliates: (A) to consummate an Acquisition Proposal; (B) on terms
which the Target Board in good faith concludes (following advice of its
financial advisors that such proposal is more favorable to the Target
Stockholders, from a financial point of view, and advice of outside counsel),
taking into account, among other things, all legal, financial, regulatory,
timing and other aspects of the proposal and the identity and nature of the Person
making the proposal, would, if consummated, result in a transaction that
is more favorable to Target or to the Target Stockholders (in their capacities
as stockholders), as the case may be, from a financial point of view, than the
transactions contemplated by this Agreement (as the same may be proposed to be
amended by Acquiror pursuant to


 


11

















 


Section 7.04(e)); and (C) that
does not contain any contingency to obtain financing or other funding.


 


“Superior Proposal Notice”
has the meaning set forth in Section 7.04(d).


 


“Surviving Entity” has
the meaning set forth in Section 3.01(a).


 


“Target” has the
meaning set forth in the preamble to this Agreement.


 


“Target Board” means
the Board of Directors of Target.


 


“Target Bylaws” means
the Amended and Restated Bylaws of Target as in effect on the date hereof.


 


“Target Charter” means
the Articles of Incorporation of Target as in effect on the date hereof.


 


“Target Class A Common Stock”
means the Class A Common Stock, $10.00 par value per share, of Target.


 


“Target Class B Common Stock”
means the Class B Common Stock, $1.00 par value per share, of Target.


 


“Target Common Stock”
means the Target Class A Common Stock together with the Target Class B
Common Stock.


 


“Target Disclosure Letter”
has the meaning set forth in Section 6.01.


 


“Target Group” means,
collectively, Target, Target Subsidiaries, NPI and the NPI Entities.


 


“Target Joint Ventures”
meanings the Target Properties in which Target or a Target Subsidiary owns less
than a 100% equity interest.


 


“Target Material Adverse Effect”
means any event, circumstance, change or effect that adversely affects the
financial condition or results of operations of Target and the Target
Subsidiaries in an amount in excess of $18,000,000, taken as a whole, that was
not reasonably foreseeable at the date hereof; provided,
however, that none of the
following shall be deemed to constitute or shall be taken into account in
determining whether there has been an “Target Material Adverse Effect”:  (i) any event, circumstance, change or
effect arising out of or attributable to (A) any changes in the United
States or global economy or capital, financial or securities markets generally,
including changes in interest or exchange rates, (B) the commencement or
escalation of a war or armed hostilities or the occurrence of acts of terrorism
or sabotage, (C) any changes in general economic, legal, regulatory or
political conditions in the geographic regions in which Target and the Target
Subsidiaries operate, (D) earthquakes, hurricanes or other natural


 


12

















 


disasters
and (E) changes in Law or GAAP or (ii) any existing event,
circumstance, change or effect with respect to which Acquiror has knowledge as
of the date hereof.


 


“Target Material Contracts”
means the Target Properties Leases, the Office Assumed Loan Documents, the
Short Term Loan Documents, the Scheduled Contracts and the documents evidencing
or securing the Existing Indebtedness (it being recognized that the documents
evidencing or securing the Existing Office Indebtedness shall be terminated in
conjunction with the repayment thereof with the proceeds of the Short Term
Loan).


 


“Target Property” or “Target Properties”
means, collectively, the Merger Properties, NPI Exchange Properties and
Purchase Properties.


 


“Target Properties Escrow LCs”
has the meaning set forth in Section 6.02(g)(xix).


 


“Target Properties Leases”
means the Purchase Properties Leases collectively with the Merger Properties
Leases and the NPI Exchange Properties Leases.


 


“Target Properties LCs”
has the meaning set forth in Section 6.02(g)(xix).


 


“Target Stockholders”
means the holders of the Target Common Stock.


 


“Target Stockholders Meeting”
means a special meeting of the Target Stockholders to consider and vote upon
the approval of the Merger, this Agreement and any other matter required to be
approved by Target’s stockholders for consummation of the Transaction
(including any adjournment or postponement).


 


“Target Subsidiary” or
“Target Subsidiaries”
has the meaning set forth in Section 6.02(a)(ii).


 


“Tax” or “Taxes” shall mean any
federal, state, local or foreign income, gross receipts, license, payroll,
employment, excise, severance, stamp, occupation, premium, windfall profits,
environmental, customs duties, stock, franchise, profits, withholding, social
security, unemployment, disability, real property, personal property, sales,
use, transfer, registration, value added, alternative or add-on minimum,
estimated, or other tax of any kind whatsoever, including any interest,
penalty, or addition thereto, whether disputed or not.


 


“Tax Returns” means
any return, declaration, report, claim for refund, transfer pricing report or
information return or statement relating to Taxes, including any schedule or
attachment thereto, and including any amendment thereof.


 


“Termination Date” has
the meaning set forth in Section 10.01.


 


“Termination Fee” has
the meaning set forth in Section 10.03(b).


 


13

















 


“Transaction” shall
mean the Merger and the Purchase and Sale, collectively, along with any other
transaction contemplated by this Agreement.


 


“Transfer Taxes” shall
mean any real property transfer, sales, use, recordation, recording costs, registration
and other fees and any similar Taxes together with any related interest,
penalties or additions to Tax.


 


ARTICLE II.

PURCHASE AND SALE OF OWNERSHIP INTERESTS IN NPI ENTITIES


 


2.01.       Purchase and Sale of the Ownership
Interests.


 


On
the Closing Date, Acquiror OP shall purchase from NPI the percentage of
ownership interests in the NPI Entities as more particularly set forth on Schedule
1 hereto pursuant to the terms and conditions set forth herein (the “Purchase and Sale”)  and pursuant to a purchase and sale
agreement by and between NPI and Acquiror OP (the “PSA”).


 


2.02.       Purchase Price.


 


The
purchase price for the ownership interests in the NPI Entities which Acquiror
OP agrees to deliver to NPI, subject to the terms and conditions set forth
herein and in the PSA, shall be cash in an amount equal to (a) $59,077,876
(subject to adjustment) reduced by (b) the reductions and adjustments set
forth in the PSA (the difference between (a) and (b) being herein
referred to as the “Purchase
Price”).


 


ARTICLE III.

THE MERGER


 


3.01.       The Merger.


 


(a)           The Merger. 
Upon the terms and subject to the conditions set forth in this
Agreement, at the Effective Time, Target will merge into Merger Subsidiary (the
“Merger”),
the separate corporate existence of Target shall cease and Merger Subsidiary
shall survive and continue to exist as a Maryland business trust and as a
wholly owned subsidiary of Acquiror (Merger Subsidiary, as the surviving entity
in the Merger, is sometimes referred to herein as the “Surviving Entity”)
with all its rights, privileges, immunities, powers and franchises continuing
unaffected by the Merger.


 


(b)           Name.  The
name of the Surviving Entity shall be “W&M Business Trust”.


 


(c)           Certificate of Trust and Declaration of Trust.  The certificate of trust and declaration of
trust of the Merger Subsidiary in effect immediately prior to the Effective
Time shall be the certificate of trust and declaration of trust of the
Surviving Entity, unless and until duly amended in accordance with applicable
Law.


 


14

















 


(d)           Trustees and Officers of the Surviving Entity.  The parties hereto shall take all actions
necessary so that the trustees of the Surviving Entity immediately after the
Merger shall be the trustees of the Merger Subsidiary immediately prior to the
Merger.  The parties hereto shall take
all actions necessary so that the officers of the Surviving Entity immediately
after the Merger shall be the officers of the Merger Subsidiary immediately
prior to the Merger.


 


(e)           Effect of the Merger.  At the Effective Time, the effect of the
Merger shall be as provided in the MGCL. 
Without limiting the generality of the foregoing, and subject thereto,
at the Effective Time, all the property, rights, privileges, powers and franchises
of Target shall vest in the Surviving Entity, and the Assumed Loans directly or
indirectly shall become the debts of the Surviving Entity.


 


(f)            Additional Actions.  If, at any time after the Effective Time, the
Surviving Entity shall consider that any further assignments or assurances in
law or any other acts are necessary or desirable to (i) vest, perfect or
confirm, of record or otherwise, in the Surviving Entity its right, title or
interest in, to or under any of the rights, properties or assets of Target
acquired or to be acquired by the Surviving Entity as a result of, or in
connection with, the Merger, or (ii) otherwise carry out the purposes of
this Agreement, Target, and its proper officers and directors, shall be deemed
to have granted to the Surviving Entity an irrevocable power of attorney to
execute and deliver all such proper deeds, assignments and assurances in law
and to do all acts necessary or proper to vest, perfect or confirm title to and
possession of such rights, properties or assets in the Surviving Entity and
otherwise to carry out the purposes of this Agreement, and the proper officers
and trustees of the Surviving Entity are fully authorized in the name of the
Surviving Entity or otherwise to take any and all such action.


 


3.02.       Effective Date and Effective Time;
Closing.


 


(a)           The
closing of the Transaction (the “Closing”) shall take place immediately prior
to the Effective Time at 10:00 a.m., Eastern Time, at the offices of DLA
Piper US LLP at 6225 Smith Avenue, Baltimore, Maryland 21209, or at such other
place, at such other time, or on such other date as the parties may mutually
agree upon (such date, the “Closing Date”). 
At the Closing, there shall be delivered to Acquiror and Target the
certificates and other documents required to be delivered under Article IX
hereof.  It is the parties’ goal that the
Closing Date shall occur no later than December 31, 2006.


 


(b)           As
soon as practicable upon satisfaction or waiver of the conditions set forth in Article IX
(other than those conditions that by their nature are to be satisfied at the
consummation of the Merger, but subject to the fulfillment or waiver of those
conditions), at the closing, the parties shall cause Articles of Merger in the
form of Exhibit C hereto (the “Articles of Merger”) to be filed with the
State Department of Assessments and Taxation of Maryland (the “SDAT”) pursuant to
the MGCL.  The Merger provided for herein
shall become effective at such time as the Articles of Merger have been
accepted for record by the SDAT, or such later time (not to exceed 30 days


 


15

















 


from
the date of filing) designated by the parties in the Articles of Merger in
accordance with the MGCL; provided,
however, that such time shall not
be on a date later than the Outside Date (the “Effective Time”).


 


ARTICLE IV.

MERGER CONSIDERATION; EXCHANGE PROCEDURES


 


4.01.       Conversion of Shares.


 


At
the Effective Time, by virtue of the Merger and without any action on the part
of a holder of shares of Target Common Stock:


 


(a)           The aggregate merger consideration payable to holders of
Target Common Stock issued and outstanding immediately prior to the Effective
Time (expressed as a number of shares) is referred to as the “Merger Consideration”.  The Merger Consideration shall be comprised
of the Preferred Share Consideration and the Common Share Consideration.  For example, assume that the Debt Balance
were $129,648,266 (comprised of the Existing Retail Indebtedness of $29,146,398,
the Short Term Loan of $83,018,978 and the Assumed Loans of $17,482,890), the
Closing Adjustment Amount due by Target to Acquiror were $2,000,000 and the
Loan Escrows were $1,000,000.  The Merger
Consideration Amount would be as follows:


 


	
   

  	
   

  	
  $

  	
  303,422,124

  	
   

  
	
  Debt Balance

  	
   

  	
  $

  	
  –129,648,266

  	
   

  
	
  Closing Adjustment
  Amount

  	
   

  	
  $

  	
  –2,000,000

  	
   

  
	
  Loan Escrows

  	
   

  	
  $

  	
  +1,000,000

  	
   

  
	
  Merger Consideration
  Amount

  	
   

  	
  $

  	
  172,773,858

  	
   

  



 


Further,
assume that the Preferred Share Consideration were designated by Target to be
2,830,000 Acquiror Convertible Preferred Shares.  The Preferred Share Consideration Amount
would therefore be 2,830,000 x $50 = $141,500,000.  The Common Share Consideration Amount would
therefore be:


 


	
  Merger Consideration
  Amount

  	
   

  	
  $

  	
  172,773,858

  	
   

  
	
  Preferred Share
  Consideration Amount

  	
   

  	
  $

  	
  –141,500,000

  	
   

  
	
  Common Share
  Consideration Amount

  	
   

  	
  $

  	
  31,273,858

  	
   

  



 


If
the Calculation Price were $45 per share, the Common Share Consideration would
be $31,273,858 ÷ $45 = 694,974.62 Acquiror Common Shares.


 


“Merger Consideration Amount”
means (i) the excess of the Gross Value over the Debt Balance, (ii) increased
by any Closing Adjustment Amount owed by Acquiror to Target pursuant to Section 8.04,
if applicable, or decreased by any Closing Adjustment Amount owed by Target to
Acquiror pursuant to Section 8.04, if applicable, as the case may
be, plus (iii) the amount of any loan escrows held by Target’s lenders in
connection with the Assumed Loans at the Effective Time, to the extent not
taken into account in


 


16

















 


computing
the Debt Balance (the “Loan
Escrows”).  The sum of (ii) and
(iii) is referred to as the “Aggregate Closing Adjustments”.


 


(b)           At
the Effective Time, except as set forth in subsections (c) and (d) below,
each share of Target Common Stock issued and outstanding immediately prior to
the Effective Time shall be converted into, and shall be canceled in exchange
for, the right to receive a pro rata share of the Merger Consideration.


 


(c)           Each
share of Merger Subsidiary Common Shares issued and outstanding immediately prior
to the Effective Time that is owned by Acquiror or by any Subsidiary of
Acquiror, shall be converted into and become one share of common stock of the
Surviving Entity.


 


(d)           Each
share of Target Common Stock that is owned by Target or any of the Target Subsidiaries,
or by Acquiror, Merger Subsidiary or any other direct or indirect Subsidiary of
Acquiror or Merger Subsidiary, shall be cancelled and retired and shall cease
to exist and no cash, stock or any other consideration shall be delivered by
Acquiror or Merger Subsidiary in exchange therefor.


 


4.02.       Exchange Procedures.


 


(a)           Custody of Certificates and
Payment Fund.  At or prior to the
Effective Time, (i) Target shall acquire and hold for the Target
Stockholders pursuant to a Power of Attorney between the Liquidating Trust and
the Target Stockholders the certificate or certificates or affidavits of loss
in accordance with Section 4.02(e) hereof (collectively, the “Certificates”), which
immediately prior to the Effective Time represented shares of Target Common
Stock and (ii) Acquiror shall deposit or cause to be deposited with the
Liquidating Trust, for the benefit of the Target Stockholders for exchange in
accordance with this Article IV, full certificates representing
Acquiror Common Shares and Acquiror Convertible Preferred Shares in an amount
sufficient to satisfy the aggregate Merger Consideration (such aggregate
certificates being deposited hereinafter referred to as the “Payment Fund”).  The Liquidating Trust shall, pursuant to
irrevocable instructions, make payments out of the Payment Fund as provided for
in this Article IV, and the Payment Fund shall not be used for any
other purpose.


 


(b)           Exchange Procedures for Target
Common Stock.  After surrender to the
Liquidating Trust of a Certificate for cancellation, together with such Power
of Attorney duly executed, and such other customary documents as may reasonably
be required by the Liquidating Trust, upon the Effective Time, the holder of
such Certificate shall be entitled to receive the Merger Consideration in
exchange therefor for each share of Target Common Stock formerly represented by
such Certificate.  Such payment of the
Merger Consideration shall be sent to such holder by the Liquidating Trust
promptly after receipt by the Liquidating Trust of the Payment Fund, and the
Power of Attorney duly executed, and such other customary documents as may
reasonably be required by the Liquidating Trust, and the shares of Target
Common Stock formerly represented by such


 


17
















 


Certificate
so surrendered shall forthwith be canceled. 
No interest will be paid or will accrue on any cash payable upon the
surrender of a Certificate.


 


(c)           No Further Ownership Rights in
Stock.  Until surrendered as
contemplated by this Article IV, each Certificate shall be deemed
at any time after the Effective Time to represent only the right to receive
upon such surrender the Merger Consideration in respect of the shares of Target
Common Stock formerly represented by such Certificate as contemplated by this Section 4.02.  All shares paid upon the surrender for
exchange of Certificates in accordance with the terms of this Article IV
shall be deemed to have been paid in full satisfaction of all rights pertaining
to the shares of Target Common Stock represented by such Certificates.  After the Effective Time, there shall be no
further registration of transfers of shares of Target Common Stock outstanding
immediately prior to the Effective Time on the records of Target, and if
Certificates are presented to the Surviving Entity, they shall be canceled and
exchanged as provided for, and in accordance with the procedures set forth, in
this Article IV.


 


(d)           Unregistered Transfer of Stock.  If payment of the Merger Consideration is to
be made to a Person other than the Person in whose name the surrendered
Certificate is registered, it shall be a condition of such payment that the
Certificate so surrendered shall be properly endorsed or shall be otherwise in
proper form for transfer and that the Person requesting such payment shall have
paid any transfer and any other Taxes required by reason of the payment to a
Person other than the registered holder of the Certificate surrendered or shall
have established to the satisfaction of the Surviving Entity that such Tax either
has been paid or is not applicable.


 


(e)           Lost Certificates.  In the event that any Certificate shall have
been lost, stolen or destroyed, upon the making of an affidavit of that fact by
the Person claiming such Certificate to be lost, stolen or destroyed and, if
required by the Surviving Entity, an indemnity against any claim that may be
made against it with respect to such Certificate, the Liquidating Trust will
issue, in exchange for such lost, stolen or destroyed Certificate, the Merger
Consideration payable pursuant to this Article IV.


 


(f)            Termination of Payment Fund.  Any portion of the Payment Fund remaining
unclaimed by holders of Shares immediately prior to such time as such amounts
would otherwise escheat to or become property of any Governmental Authority
shall, to the extent permitted by applicable Law, become the property of the
Liquidating Trust free and clear of all claims or interest of any Persons
previously entitled thereto.


 


(g)           No Liability.  None of Acquiror, Merger Subsidiary, Target
or the Liquidating Trust, or any employee, officer, director, agent or
Affiliate thereof, shall be liable to any Person in respect of any cash from
the Payment Fund delivered to a public official pursuant to any applicable
abandoned property, escheat or similar Law.


 


4.03.       Adjustments.


 


Notwithstanding
anything in this Agreement to the contrary, if, between the date of this
Agreement and the Effective Time, the outstanding shares of Target Common


 


18

















 


Stock
shall be changed into a different number, class or series of shares by reason
of any stock dividend, subdivision, reclassification, recapitalization, stock
split, combination or exchange of shares, then the Merger Consideration payable
with respect thereto and any other amounts payable pursuant to this Agreement
shall be appropriately adjusted in order to provide holders of Target Common
Stock the same economic effect as contemplated by this Agreement.


 


4.04.       Deposit.


 


Within
one (1) Business Day after the execution of this Agreement, Acquiror shall
deposit with the Cash Escrow Agent in cash Two Million Dollars ($2,000,000)
which sum, together with any interest earned thereon prior to the Closing Date,
is referred to as the “Deposit”,
pursuant to the Cash Escrow Agreement for the benefit of the Target
Stockholders.  The Deposit shall be held
in an interest bearing escrow account, pending disposition of the Deposit in
accordance with Section 8.01(b). 
At Closing of the Merger, the Cash Escrow Agent shall remit the Deposit
to Acquiror.


 


4.05.       Deposit of Escrow Shares and
Additional Escrow Shares.


 


(a)           As soon as practicable after the
Effective Time, and subject to, and in accordance with, the provisions of Section 7.07,
Acquiror shall cause to be deposited with the Share Escrow Agent a certificate
or certificates representing a number of Acquiror Common Shares (the “Escrow Shares”) equal
to Three Million Five Hundred Thousand Dollars ($3,500,000) of the Merger
Consideration Amount, which shall be registered in the name of the Share Escrow
Agent as nominee for the holders of Certificates cancelled pursuant to Section 4.02(b).  The Escrow Shares shall be beneficially owned
by such holders so that such holders shall be entitled to any dividends or
distributions (other than securities) and have the right to vote the shares and
shall be available to compensate Acquiror for certain damages as provided in Section 7.07.  The Escrow Shares shall be released in
accordance with and subject to the provisions of Section 7.07 and
the Share Escrow Agreement.  At the
Effective Time, the Escrow Shares will not have been registered under the
Securities Act.  In accordance with the
Registration Rights Agreement, Acquiror will register the Escrow Shares with
the SEC after Closing pursuant to the Registration Statement.


 


(b)           As soon as practicable after the
Effective Time, and subject to, and in accordance with, the Additional Share
Escrow Agreement, Acquiror shall cause to be deposited with the Share Escrow
Agent a certificate or certificates representing a number of shares of Acquiror
Common Shares (the “Additional
Escrow Shares”) equal to Four Million Five Hundred Thousand
($4,500,000) of the Merger Consideration Amount, which shall be registered in
the name of the Share Escrow Agent as nominee for the holders of Certificates
cancelled pursuant to Section 4.02(b).  The Additional Escrow Shares shall be
beneficially owned by such holders so that such holders shall be entitled to
any dividends or distributions (other than securities) and have the right to
vote the shares and shall be available to Acquiror as provided in the
Additional Share Escrow Agreement.  The
Additional Escrow Shares shall be released in accordance with and


 


19

















 


subject
to the provisions of the Additional Share Escrow Agreement.  At the Effective Time, the Additional Escrow
Shares will not have been registered under the Securities Act.  In accordance with the Registration Rights
Agreement, Acquiror will register the Additional Escrow Shares with the SEC
after Closing pursuant to the Registration Statement.


 


ARTICLE V.

CONDUCT OF THE PARTIES PENDING CLOSING


 


5.01.       Conduct of Business by Target.


 


From
the date hereof until the earlier of the Effective Time and the termination of
this Agreement pursuant to and in accordance with Article X, except
as expressly contemplated or permitted by this Agreement or as disclosed in the
Target Disclosure Letter as noted specifically herein, without the prior
written consent of Acquiror, not to be unreasonably withheld, Target will not,
and will cause each of the Target Subsidiaries not to:


 


(a)           Ordinary Course. 
Conduct its business other than in the ordinary and usual course
consistent with past practice or fail to use commercially reasonable efforts to
preserve its business organization and in no event enter into any commitment
that would impose any obligation on Acquiror, Target, Target Subsidiaries or
the Surviving Entity after the Closing, other than tenant improvements with respect
to Target Properties Leases signed after September 6, 2006 and other than
as set forth in the Target Disclosure Letter.


 


(b)           Acquisitions.  Except as set forth in Section 5.01(b) of
the Target Disclosure Letter, acquire all or any portion of the assets,
business or properties of any other entity.


 


(c)           Governing
Documents.  Amend the Target Charter
or the Target Bylaws or the articles of incorporation or bylaws (or equivalent
documents) of Target or any Target Subsidiary.


 


(d)           Contracts.  Except in the ordinary course of business
consistent with past practice or as otherwise permitted under this Section 5.01
and except as disclosed in the Target Disclosure Letter, enter into or
terminate any Target Material Contract or amend or modify in any material respect
any of its existing Target Material Contracts.


 


(e)           Insurance.  Allow any insurance policy in effect as of
the date hereof to be modified, lapse or expire prior to Closing or fail to
file any claim, notice or report that Target would normally file in the
ordinary course of business or as reasonably requested by Acquiror.


 


20

















 


(f)            Future
Obligations.  Grant any severance or
termination pay to any director, officer or consultant, pay any special bonus
or any remuneration to any director, officer or consultant, the terms of which
would require any payments to be made post-Closing.


 


(g)           Employees.  Hire any employees.


 


(h)           Litigation.  Commence a lawsuit other than for the routine
collection of bills, to protect a material right, or for a breach of this
Agreement.


 


(i)            Dispositions.  Sell, license or otherwise dispose of any
Target Properties.


 


(j)            Liens.  Encumber or permit any liens on any Target
Properties.


 


(k)           Notices.  Deliver a default notice to any tenant
without simultaneously delivering a copy of such notice to Acquiror.


 


(l)            Indebtedness.  Incur any indebtedness for borrowed money or
guarantee any such indebtedness or issue or sell any debt securities or
guarantee any debt securities of others, other than draw-downs under credit
arrangements or loan facilities existing on the date of this Agreement, and
other than the Short Term Loans.


 


(m)          Taxes.  Except as provided in Section 6.02(i)(xix),
make any Tax election, change any Tax election, adopt any Tax accounting
method, change any Tax accounting method, file any Tax return (other than any
estimated Tax returns, payroll Tax returns or sales Tax returns) or any
amendment to a Tax return, enter into any closing agreement, settle any Tax
claim or assessment, or consent to any Tax claim or assessment.


 


(n)           Target
Properties Leases.  (i) Enter
into any new leases in excess of 5,000 square feet with respect to a Target
Property, (ii) modify or change in any material respect any existing
Target Property Lease in excess of 5,000 square feet or (iii) terminate
any Target Property Lease in excess of 5,000 square feet.  For purposes of this Section 5.01(n),
consent of Acquiror may be assumed in the event Target has not received a
response from Acquiror within two (2) Business Days of Target’s request
for consent.


 


(o)           Other
Actions.  Authorize or enter into any
agreement or otherwise agree or commit to do any of the foregoing.


 


5.02.       Conduct of Acquiror.


 


From
the date hereof until the Effective Time, except as expressly contemplated or
permitted by this Agreement, without the prior written consent of Target, not
to be unreasonably withheld, Acquiror will not, and will cause each of the
Acquiror Subsidiaries not to:


 


21

















 


(a)           Interference or Delay.  Take, or cause to be taken, any action that
would interfere with the consummation of the Transaction and other transactions
contemplated by this Agreement, or delay the consummation of such transactions.


 


(b)           Adverse
Actions.  Take any action that is
intended or is reasonably likely to result in (x) any of its
representations and warranties set forth in this Agreement being or becoming
untrue in any material respect at any time at or prior to the Effective Time or
(y) any of the conditions to the Transaction set forth in Article IX
not being satisfied.


 


(c)           Other
Actions.  Authorize or enter into any
agreement or otherwise agree or commit to do any of the foregoing.


 


ARTICLE VI.

REPRESENTATIONS AND WARRANTIES


 


6.01.       Target Disclosure Letter.


 


Concurrently
with the execution and delivery of this Agreement, Target is delivering to
Acquiror a disclosure letter with numbered sections corresponding to the
relevant sections in this Agreement (the “Target Disclosure Letter”).  Any exception, qualification, limitation,
document or other item described in any provision, subprovision, section or
subsection of any Section of the Target Disclosure Letter with respect to
a particular representation or warranty contained in Section 6.02
herein shall be deemed to be an exception or qualification with respect to all
other representations or warranties contained in Section 6.02
herein to which the relevance of such item is reasonably apparent.  Nothing in the Target Disclosure Letter is
intended to broaden the scope of any representation or warranty contained in Section 6.02
herein.


 


6.02.       Representations and Warranties of
Target.


 


Subject
to the exceptions and qualifications set forth in the Target Disclosure Letter,
Target hereby represents and warrants to Acquiror, Acquiror OP and Merger
Subsidiary that:


 


(a)           Existence; Good Standing; Authority; Compliance with
Law.


 


(i)            Target is a corporation duly incorporated, validly
existing under the laws of the State of Maryland and in good standing with the
SDAT.  Target is duly qualified or
licensed to do business as a foreign entity and is in good standing under the
laws of any other jurisdiction in which the character of the properties owned,
leased or operated by it therein or in which the transaction of its business
makes such qualification or licensing necessary.  Target has all requisite corporate power and
authority to own, operate, lease and encumber the Target Properties and carry
on its business as now conducted.


 


22

















 


(ii)           Section 6.02(a)(ii) of
the Target Disclosure Letter sets forth as of the Closing Date: (i) each
Subsidiary of Target (each, a “Target Subsidiary,”
and collectively, the “Target
Subsidiaries”); (ii) the legal form of each Target Subsidiary,
including the state of formation; and (iii) the identity and ownership
interest of each of the Target Subsidiaries that is held by Target or a Target
Subsidiary.


 


(iii)          Each
of the Target Subsidiaries is duly organized, validly existing and is in good
standing under the laws of the State of Maryland.  Each of the Target Subsidiaries is duly
qualified or licensed to do business and in good standing under the laws of
each jurisdiction in which the character of the properties owned, leased or
operated by it therein or in which the transaction of its business makes such
qualification or licensing necessary.


 


(iv)          Except
as set forth in Section 6.02(a)(iv) of the Target Disclosure
Letter, as of the Closing Date all of the outstanding voting securities or other
interests of each of the Target Subsidiaries have been validly issued and are (i) fully
paid and nonassessable and (ii) owned, directly or indirectly, free and
clear of any Lien (including any restriction on the right to vote or sell the
same, except as may be provided as a matter of Law), and all voting interests
in each of the Subsidiaries that is a partnership, joint venture, limited
liability company or trust which are owned by Target, by one of the Target
Subsidiaries or by Target and one of the Target Subsidiaries, are owned free
and clear of any Lien (including any restriction on the right to vote or sell
the same, except as may be provided as a matter of Law).


 


(v)           Target
has previously made available to Acquiror true and complete copies of the (i) Target
Charter and the Target Bylaws, each as amended through the date hereof, (ii) minute
books of meetings of the Target’s Board and (iii) organizational documents
of the Target Subsidiaries, each as amended through the date hereof.


 


(vi)          Section 6.02(a)(vi) of
the Target Disclosure Letter sets forth as of the date hereof each Subsidiary
of Target; the legal form of such Subsidiary, including the state of formation,
and the identity and ownership interest of each of the Subsidiaries held
directly or indirectly by Target.


 


(b)           Capitalization.


 


(i)            The
authorized shares of capital stock of Target consist of 100,000 shares of
Target Class A Common Stock, of which, as of September 30, 2006,
15,000 were issued and outstanding, 300,000 shares of Target Class B
Common Stock, of which, as of September 30, 2006, 75,000 were issued and
outstanding and 600 shares of Target Class C Common Stock, of which, as of
September 30, 2006, none are issued and outstanding.  As of the date of this Agreement, there were
no shares of Target Common Stock reserved for issuance  or required to be reserved for
issuance.  Section 6.02(b)(i) of
the Target Disclosure Letter sets forth a list of the Target Stockholders and
the shares of


 


23

















 


Target
Common Stock owned by each.  There are no
other classes of stock of Target other than Target Common Stock.


 


(ii)           Section 6.02(b)(ii) of
the Target Disclosure Letter sets forth a list of all secured and unsecured
debt instruments outstanding as of the date hereof of Target and/or relating to
the Target Properties and their outstanding principal amounts as of December 1,
2006.  Target has no outstanding bonds,
debentures, notes or other similar obligations the holders of which have the
right to vote (or which are convertible into or exercisable for securities
having the right to vote) with the Target Stockholders on any matter.


 


(iii)          As
of the Effective Time, there will not be outstanding any share appreciation
rights, dividend equivalent rights, performance awards, restricted stock unit
awards or “phantom” shares applicable to Target or Target Subsidiaries.


 


(iv)          Except
as set forth in Section 6.02(b)(iv) of the Target Disclosure
Letter, there are no agreements or understandings to which Target is a party
with respect to shares of Target Common Stock, nor does Target have knowledge,
as of the date of this Agreement, of any third party agreements or
understandings with respect to the voting of any such shares.


 


(v)           Immediately
prior to the Closing, each Target Subsidiary shall be wholly-owned by Target
except as otherwise shown on Schedule 2. 
Neither Target nor any Target Subsidiary has any agreement or commitment
to sell or transfer any of its stock, partnership or ownership interests, as
the case may be.


 


(c)           Authority Relative to this Agreement.


 


(i)            Target has all necessary corporate power and authority to
execute and deliver this Agreement and to consummate the Transaction.  No other corporate proceedings on the part of
Target is necessary to authorize this Agreement or to consummate the
Transaction (other than, with respect to the Merger and this Agreement, to the
extent required by Law, the Stockholder Approval).  This Agreement has been duly and validly
executed and delivered by Target and, assuming due authorization, execution and
delivery hereof by each of Acquiror, Acquiror OP and Merger Subsidiary,
constitutes a valid, legal and binding agreement of Target, enforceable against
Target in accordance with and subject to its terms and conditions, except as
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium, fraudulent transfer and similar Laws of general
applicability relating to or affecting creditors’ rights or by general
equitable principles.


 


(ii)           The Target Board has duly and validly
authorized the execution and delivery of this Agreement, declared the
Transaction advisable and approved, subject to the approval of the Target
Stockholders, the Transaction, and no other actions are required to be taken by
the Target Board for the consummation of the Transaction.  The Target Board has directed that this
Agreement be submitted to the Target Stockholders for their approval to the
extent required by Law and the Target


 


24

















 


Charter and Target Bylaws.  The Merger requires the affirmative vote of a
two-thirds majority of all votes entitled to be cast by the holders of all
outstanding Target Common Stock as of the record date for the Target
Stockholder Meeting (the “Stockholder Approval”).  The Stockholder Approval is
the only vote of the holders of any class or series of stock of Target
necessary to approve the Transaction.


 


(d)           No Conflict; Required Filings and Consents.


 


(i)            Except
as set forth in Section 6.02(d)(i) of the Target Disclosure
Letter, the execution and delivery by Target of this Agreement does not, and
the performance of its obligations hereunder will not, (A) conflict with
or violate the organizational documents of Target or Target Subsidiaries, (B) assuming
that all consents, approvals, authorizations and other actions described in
subsection (ii) have been obtained and all filings and obligations
described in subsection (ii) have been made, conflict with or violate
any domestic statute, law, ordinance, regulation, rule, code, executive order,
injunction, judgment, decree or other order (“Law”) applicable to Target and Target
Subsidiaries or by which any Target Property or other property or asset of
Target or any of the Target Subsidiaries is bound or affected, or
(C) result in any breach of or constitute a default (or an event which,
with notice or lapse of time or both, would become a default) under, or give to
others any right of termination, amendment, acceleration or cancellation of, or
result in the creation of a Lien or other encumbrance on any Target Property or
other property or asset of Target or any of the Target Subsidiaries pursuant
to, any note, bond, mortgage, indenture, contract, agreement, lease, license,
permit, franchise or other instrument or obligation, except, with respect to
clauses (B) and (C), for any such conflicts, violations, breaches,
defaults or other occurrences that would not (x) prevent or delay
consummation of the Transaction or otherwise prevent it from performing its obligations
under this Agreement or (y) have a Target Material Adverse Effect.


 


(ii)           Except
as set forth in Section 6.02(d)(ii) of the Target Disclosure
Letter, the execution and delivery by Target of this Agreement does not, and
the performance of its obligations hereunder will not, require any consent,
approval, authorization or permit of, or filing with or notification to, any
Governmental Authority except (A) for the filing of the Articles of Merger
with, and the acceptance for record of the Articles of Merger by, the SDAT and (B) where
the failure to obtain such consents, approvals, authorizations or permits, or
to make such filings or notifications, would not (x) prevent or delay
consummation of the Transaction or otherwise prevent it from performing its obligations
under this Agreement or (y) have a Target Material Adverse Effect.


 


(e)           Permits;
Compliance.  Except as set forth in Section 6.02(e) of
the Target Disclosure Letter, to the knowledge of Target, each of Target and
the Target Subsidiaries is in possession of all franchises, grants,
authorizations, licenses, permits, consents, certificates, approvals and orders
of any Governmental Authority necessary for each of Target or the Target
Subsidiaries to own, lease and operate the Target Properties or to carry on its
business as it is now being conducted (the “Applicable Permits”),


 


25

















 


except
where the failure to have, or the suspension or cancellation of, any of the
Applicable Permits could not reasonably be expected to have a Target Material
Adverse Effect.  As of the date hereof,
no suspension or cancellation of any of the Applicable Permits is pending or,
to the knowledge of Target, threatened, except where the failure to have, or
the suspension or cancellation of, any of the Applicable Permits could not
reasonably be expected to have a Target Material Adverse Effect.  Neither Target nor any of the Target
Subsidiaries is in conflict with, or in default, breach or violation of,
(i) any Law applicable to Target or any of the Target Subsidiaries or by
which any of the Target Properties or assets is bound or affected, or
(ii) any note, bond, mortgage, indenture, contract, agreement, lease,
license, Applicable Permit, franchise or other instrument or obligation to
which Target or any of the Target Subsidiaries is a party or by which Target or
any of the Target Subsidiaries or any of their properties or assets is bound,
except for any such conflicts, defaults, breaches or violations that could not
reasonably be expected to have a Target Material Adverse Effect.


 


(f)            Litigation.  Except (i) as listed in Section 6.02(f) of
the Target Disclosure Letter, or (ii) for suits, claims, Actions,
proceedings or investigations arising in the ordinary course of business of Target
and the Target Subsidiaries which are adequately covered by insurance (it being
understood that litigation (A) arising from or related in any way to
Hazardous Materials or (B) related to any landlord/tenant rent collection
proceeding or regarding Target Properties Leases in excess of 5,000 square feet
shall not be considered in the ordinary course of business), there is no suit,
Action pending or, to Target’s knowledge, threatened against Target or any of
the Target Subsidiaries or any of the Target Properties that could reasonably
have a Target Material Adverse Effect or that question the validity of this
Agreement or any action to be taken by Target in connection with the
consummation of the Transaction.  None of
Target or the Target Subsidiaries is subject to any order, judgment, writ,
injunction or decree by any Governmental Authority, except as could not
reasonably be expected to have a Target Material Adverse Effect.


 


(g)           Target Properties and Target Properties Leases.


 


(i)            Prior to the Closing Date, the Target Properties shall be
owned by the entities shown on Schedules 1, 2 and 4 hereof and no other
person will have any ownership interest in or right to share in the profits of
any Target Property.


 


(ii)           Target has provided Acquiror all
policies of title insurance or updates or endorsements that are in the
possession of Target with respect to the Target Properties, and no claim has
been made against any such policy that has not been resolved and, to Target’s
knowledge, there are no facts or circumstances which would constitute the basis
for such a claim.  Except as set forth in
Section 6.02(g)(ii) of the Target Disclosure Letter, to Target’s
knowledge and subject to matters of record, there are no material exceptions
not shown on such title insurance policies.


 


(iii)          All
buildings currently under construction by the Target Group on the Target
Properties, all construction projects and building maintenance and


 


26

















 


improvements
currently ongoing, all tenant improvements required to be performed under the
Target Properties Leases prior to the commencement of the initial term of a
Target Properties Lease or an existing expansion or renewal thereof that have
not been so completed as of the date of this Agreement (and have been
designated as Pre-LOI TI Work and other work), and all properties currently
under contract for acquisition as of the date of this Agreement by the Target
or Target Subsidiaries are listed as such in Section 6.02(g)(iii) of
the Target Disclosure Letter, other than routine building maintenance in the
ordinary course of business not exceeding $2,500.


 


(iv)          Except
as provided in Section 6.02(g)(iv) of the Target Disclosure
Letter, none of the Target Group (A) has received written notice of any violation
of any Law issued by any Governmental Authority, (B) has received written
notice of any structural defects relating to any Target Property which would
reasonably be expected to have a Target Material Adverse Effect, or (C) has
received written notice of any physical damage to any Target Property which
would, individually or in the aggregate, reasonably be expected to have a
Target Material Adverse Effect for which there is not insurance in effect
covering the cost of the restoration and the loss of revenue.


 


(v)           Except
as set forth in Section 6.02(g)(v) of the Target Disclosure
Letter, no tenant or third party has any option to purchase any of the Target
Properties, rights of first refusal or other agreements to purchase or sell any
Target Properties, other than as set forth in the Target Properties Leases.


 


(vi)          Except
(A) as set forth in Section 6.02(g)(vi) of the Target
Disclosure Letter, (B) for the Target Properties Leases and (C) for
secured loan documents entered into in the ordinary course of business, there
are no written agreements which restrict the Target Group from transferring any
of the Target Properties, and none of the Target Properties is subject to any
restriction on the sale or other disposition thereof or on the financing or release
of financing thereon.


 


(vii)         To
the knowledge of Target, (i) no certificate, permit or license from any
Governmental Authority having jurisdiction over any of the Target Properties or
any agreement, easement or other right which is necessary to permit the lawful
use and operation of the buildings and improvements on any of the Target
Properties or which is necessary to permit the lawful use and operation of all
driveways, roads, parking areas, out lots, and other means of egress and
ingress to and from any of the Target Properties has not been obtained and is
not in full force and effect, and there is no pending threat of modification or
cancellation of any of the same; and (ii) no written notice of any
violation of any federal, state or municipal law, ordinance, order, regulation
or requirement affecting any portion of any of the Target Properties has been
received by any of the Target Group with respect to the Target Properties from
any Governmental Authority and none of the Target Properties has received
notice that any of the Target Properties are in violation of any such federal,
state or municipal law, order, ordinance, regulation or requirement, including,
without limitation, the Americans with Disabilities Act, except for such
violations that would not have a Target Material Adverse Effect on the value of
any of the Target Properties, individually or in the aggregate.


 


27

















 


(viii)        Except
as set forth in Section 6.02(g)(viii) of the Target Disclosure
Letter, there are no condemnation proceedings pending, or to Target’s
Knowledge, threatened, against any of the Target Properties.


 


(ix)          None
of the Target Group has received any notice to the effect that (A) any
betterment assessments have been levied against, or rezoning proceedings are
pending or threatened with respect to, any of the Target Properties or (B) any
zoning, building or similar law, code, ordinance, order or regulation is or
will be violated by the continued maintenance, operation or use of any
buildings or other improvements on any of the Target Properties or by the
continued maintenance, operation or use of the parking areas.


 


(x)           Section 6.02(g)(x) of
the Target Disclosure Letter sets forth a true, accurate and complete rent roll
for each of the Target Properties (the “Rent Roll”) as of the date specified in the
Target Disclosure Letter.  On the Closing
Date, Section 6.02(g)(x) of the Target Disclosure Letter will
be updated by Target to reflect the Rent Roll as of two (2) Business Days
prior to the Closing Date.  Section 6.02(g)(x) of
the Target Disclosure Letter sets forth a report listing all tenant
delinquencies (the “Delinquency
Report”) as of the date specified in the Target Disclosure
Letter.  On the Closing Date, Section 6.02(g)(x) of
the Target Disclosure Letter will be updated by Target to reflect the
Delinquency Report as of two (2) Business Days prior to the Closing
Date.  Except as noted in Section 6.02(g)(x) of
the Target Disclosure Letter, to Target’s knowledge, there is no violation of
any co-tenancy, exclusive or restriction listed in such Section 6.02(g)(x) of
the Target Disclosure Letter.


 


(xi)          Except
as set forth in the Target Disclosure Letter, Target has previously delivered
or made available to Acquiror a true, complete and correct copy of all Target
Properties Leases, tenancies or other agreements for all or any portion of the
Target Properties listed on the Rent Roll, all amendments, modifications,
assignments, subleases to which any member of the Target Group has consented
and supplements thereto and all guarantees with respect thereto.


 


(xii)         Each
of the Target Properties Leases is valid and subsisting and in full force and
effect and has not been amended, modified or supplemented.  Except as noted in Section 6.02(g)(xii) of
the Target Disclosure Letter, to the knowledge of Target, other than as set
forth in the Target Properties Leases, no tenant under a Lease has the right to
terminate such lease prior to the scheduled expiration thereof.  Except as set forth in Section 6.02(g)(xii) of
the Target Disclosure Letter, none of the Target Group has received any written
notice from any tenant under a Target Property Lease of more than 5,000 square
feet of any intention to vacate.


 


(xiii)        Except
as set forth in Section 6.02(g)(xiii) of the Target Disclosure
Letter, no member of the Target Group has received written notice from any
tenant under a Lease of any offset, defense or claim against rent payable by it
or other performance of obligations due from it under its lease.


 


28
















 


(xiv)        Except
as set forth in Section 6.02(g)(xiv) of the Target Disclosure
Letter, to Target’s knowledge and without independent investigation, no tenant
under a Lease is currently in default under any monetary provision of its lease
nor is any tenant under a Lease currently in material default under any
non-monetary provision of its lease, and no such tenant is in arrears in the
performance of any monetary obligation required of it under its lease.  Except as set forth in Section 6.02(g)(xiv) of
the Target Disclosure Letter, Target, to Target’s knowledge and without
independent investigation, is not aware of any facts or circumstances which
with the passage of time and/or notice would constitute a default by any tenant
under a Lease.


 


(xv)         Except
as set forth in Section 6.02(g)(xv) of the Target Disclosure
Letter, Target has received no written notice stating that any tenant leasing
in excess of 5,000 square feet under a Lease is insolvent or that any such
tenant is unable to perform any or all of its material obligations under its
lease.


 


(xvi)        Except
as set forth in Section 6.02(g)(xvi) of the Target Disclosure
Letter, no tenant under any of the Target Properties Leases, or any guarantor,
has asserted any claim of which the Target Group has received written notice
which would materially affect the collection of rent from such tenant and the
Target Group has not received written notice of any material default or breach
on the part of the Target Group under any of the Target Properties Leases which
has not been cured within the applicable cure period.


 


(xvii)       Section 6.02(g)(xvii) of
the Target Disclosure Letter sets forth a list of all written commitments made
by the Target Group to enter into leases of 5,000 square feet or more of any of
the Target Properties or any portion thereof which has not yet been reduced to
a written lease, including a description of the right of any third party broker
to any outstanding brokerage or other commission incidental thereto and all
other financial terms, all in reasonable detail.  Section 6.02(g)(xvii) of the
Target Disclosure Letter also sets forth a complete list of all brokerage or
other commissions owed in whole or part as of the date hereof by the Target
Group relating to the Target Properties. 
Target has provided true and correct copies of all such written
commitments to Acquiror.


 


(xviii)      Except
as set forth in Section 6.02(g)(xviii) of the Target
Disclosure Letter and to the knowledge of Target, all Target Properties Leases
are valid and effective in accordance with their respective terms, and there is
not, under any of such Target Properties Leases, any material existing default
or any event which with notice or lapse of time or both would constitute such a
default, nor do any of such Target Properties Leases contain any provision
which would preclude the Surviving Entity, a Target Subsidiary or a NPI Entity
from occupying and using the leased premises for the same purposes and upon
substantially the same rental and other terms as are applicable to the
occupation and current use by the Target Group.


 


(xix)        Section 6.02(g)(xix) of
the Target Disclosure Letter sets forth a list of all of the letters of credit
with respect to which Target has any liability,


 


29

















 


classified
as (A) those letters of credit for which Acquiror will substitute letters
of credit and if such letters of credit are drawn upon, Target shall reimburse
Acquiror the amount of such draw (the “Target Properties Escrow LCs”), (B) those
letters of credit for which Acquiror will substitute letters of credit and
assume all obligations thereunder (the “Target Properties LCs”) and (C) letters
of credit relating to properties other than Target Properties (the “Non-Target Properties Letters of
Credit”).


 


(xx)         Except
as set forth in Section 6.02(g)(xx) of the Target Disclosure
Letter, Target Group has not received any notices of threatened claims
regarding the Target Properties.


 


(xxi)        A
true and correct copy of the Acquisition Agreement has been supplied to Target
and there have been no amendments thereof. 
Miles & Stockbridge P.C. is the escrow agent under such
Acquisition Agreement and is holding the $800,000 Sewer System Credit (as such
term is defined therein) pursuant to Section 6.3 of such Acquisition
Agreement and none of the Sewer System Credit has been spent.  Work in connection with the Sewer System (as
such term is defined in the Acquisition Agreement) has been performed by Target
or Target Subsidiaries and the cost of such work incurred since September 6,
2006 shall be determined prior to Closing.


 


(h)                                 Intellectual Property.  Except as would not have a Target Material
Adverse Effect, (i) the conduct of business of the Target Group as
currently conducted with respect to the Target Properties does not, to Target’s
knowledge, infringe the Intellectual Property rights of any third parties and
(ii) with respect to Intellectual Property owned by or licensed to the
Target Group and material to the Target Properties, the Target Group has not
received any notice that it does not have the right to use such Intellectual
Property in the continued operation of its business as currently conducted.


 


(i)                                     Taxes.


 


(i)            There are no Liens for Taxes upon any assets of the
Target Group, except for Permitted Liens.


 


(ii)           Each
of the Target Group has timely filed with the appropriate taxing authority all
Tax Returns required to be filed by it prior to the date hereof.  Each such Tax Return is complete and accurate
in all material respects.  All Taxes have
been properly reflected in the statements of operations of the Target Group,
and have been paid prior to the imposition of any penalty.  None of the Target Group has executed or
filed with the IRS or any other taxing authority any agreement now in effect
extending the period for assessment or collection of any Tax.  Except as set forth in Section 6.02(i)(ii) of
the Target Disclosure Letter, none of the Target Group is a party to any
pending action or proceedings by any taxing authority for assessment or
collection of any Tax, and no claim for assessment or collection of any Tax has
been asserted against it.  Except as set
forth in the Target Disclosure Letter, true and complete copies of all federal,
state and local income or franchise Tax Returns filed by each member of the
Target Group with respect to taxable years commencing on or after January 1,
2003 have


 


30

















 


been
delivered to Acquiror.  No claim has been
made in writing by a Governmental Authority in a jurisdiction where the Target
Group does not file Tax Returns that it is or may be subject to taxation by
that jurisdiction. There is no dispute or claim concerning any Tax liability of
the Target Group, (A) claimed or raised by any taxing authority in writing
or (B) as to which the Target Group has knowledge.  No issues have been raised in writing in any
examination by any taxing authority with respect to the Target Group which, by
application of similar principles, reasonably could be expected to result in a
material deficiency or increase in Tax for any other period not so examined. Section 6.02(i)(ii) of
the Target Disclosure Letter lists all federal and state income Tax Returns
filed with respect to the Target Group for taxable periods commencing on or
after January 1, 2003 that have been audited, and indicates those Tax
Returns, if any, that currently are the subject of audit.


 


(iii)          Target
and the Stockholders of Target as of April 1, 1998 made a valid election
for Target to be treated as an “S corporation”, as that term is defined in Section 1361(a) of
the Code, and such election will be in effect at the Closing Date.  There are no grounds for the revocation of
any such election and no such election will be revoked retroactively or
otherwise.  Target has been an S
corporation from April 1, 1998 through the date hereof.  Neither Target nor any of the stockholders of
Target has taken any action that would cause, or would result in, the
termination of the S corporation status of the Target.


 


(iv)          Section 6.02(i)(iv) of
the Target Disclosure Letter contains a copy of the Target’s election to be
treated as an S corporation, which was timely filed with the IRS and has not
been superseded by any subsequent filing. 
The IRS has not sent any correspondence to Target questioning the Target’s
status as an S corporation.


 


(v)           Target
(A) shall be taxed as an S corporation through the Closing Date and has
complied (and will comply) with all applicable provisions of the Code relating
to an S corporation through the Closing Date, (B) has operated, and
intends to continue to operate, in such a manner as to qualify as an S
corporation from 1998 and through Closing, and (C) has not taken or
omitted to take any action which would reasonably be expected to result in a
challenge to its status as an S corporation during such time period, and, to
the knowledge of Target, no such challenge is pending or threatened.


 


(vi)          Target,
for all taxable years commencing as of April 1, 1998, was eligible to and
did validly elect to be taxed as an S corporation for federal income tax
purposes and at all times thereafter continued such election and continued to
be so eligible to be taxed as an S corporation for federal income tax
purposes.  The “built-in gain”, as of December 31,
2005, of the assets owned indirectly by Target as listed on Section 6.02(i)(vi) of
the Target Disclosure Letter is true, accurate and complete.


 


(vii)         Target
shall not revoke its election to be taxed as an S corporation within the
meaning of Sections 1361 and 1362 of the Code. 
Target shall not


 


31

















 


take
or allow any action that would result in the termination of its status as a
validly electing S corporation within the meaning of Sections 1361 and 1362 of
the Code.


 


(viii)        Any
disposition of the assets of Target and/or any of the Target Subsidiaries,
other than those listed on Section 6.02(i)(viii) of the Target
Disclosure Letter, will not be subject to the rules under Section 1374
of the Code.  As of Closing, Target shall
have no earnings and profits accumulated in any “non-REIT year” within the
meaning of Section 857(a)(2) of the Code.


 


(ix)          Target
and each of the Target Subsidiaries have withheld and paid all Taxes required
to have been withheld and/or paid in connection with amounts paid or owing to
any employee, former employee, independent contractor, creditor, stockholder,
or other third party.


 


(x)           Target
has not owned, directly or indirectly, an interest in any Subsidiary other than
(A) a “qualified subchapter S subsidiary” within the meaning of Section 1361(b)(3)(B) of
the Code, (B) an entity disregarded for federal income tax purposes or (C) an
entity treated as a partnership for federal income tax purposes.


 


(xi)          Neither
Target nor any of the Target Subsidiaries has made any election, or is required,
to treat any asset of any Subsidiary as owned by another person for tax
purposes (other than by reason of a Subsidiary being a “qualified S corporation
subsidiary” or a “disregarded entity” for federal income tax purposes and any
comparable provision of state, local or foreign law and except with respect to
assets beneficially owned by a Subsidiary and record title to which is held by
another entity).


 


(xii)         Neither
Target nor any of the Target Subsidiaries has requested, received or is subject
to any written ruling of a taxing authority related to Taxes or has entered
into any written and legally binding agreement with a taxing authority relating
to Taxes.


 


(xiii)        Neither
Target nor any of its Subsidiaries (A) is a party to or is otherwise
subject to any Tax allocation or sharing agreement other than pursuant to the
Target Properties Leases or matters appearing in the land records and (B) has
any liability for the Taxes of another person under law, by contract or
otherwise.


 


(xiv)        Neither
Target nor any Target Subsidiary is a party to any so-called “tax increment
financing” or similar agreement and none of the Target Properties are located
within or subject to any tax increment financing or other special tax district.


 


(xv)         Target
is not and has not been subject to passive income tax under Section 1375
of the Code.  Target and Target
Subsidiaries have not had gross receipts for any three consecutive fiscal years
subsequent to the taxable year ended December 31, 1998 of which more than
twenty-five percent (25%) were “passive investment income” (as such term is
defined in Section 1362(d)(3)(C) of the Code).


 


32

















 


(xvi)        Except
as set forth in Section 6.02(i)(xvi) of the Target Disclosure
Letter, Target has not acquired assets from another corporation in which the
Target’s tax basis for the acquired assets was determined, in whole or in part,
by reference to the tax basis of the acquired assets (or any other property) in
the hands of the transferor.


 


(xvii)       As
of the Effective Time, Target will have no earnings and profits for federal
income tax purposes that were accumulated in any taxable year to which the
provisions of Sections 856 through 859 of the Code did not apply
with respect to Target or any Predecessor.  For purposes of this
representation, “Predecessor”
means any corporation the earnings and profits of which Target is required
to take into account under Section 381(c) of the Code, by one or more
successive applications of such Section.


 


(xviii)      The
tax basis as of December 31, 2005 of the Merger Properties and the Retail
Properties is shown in Section 6.02(i)(xviii) of the Target
Disclosure Letter and is true, accurate and complete.


 


(xix)        Target
agrees to timely file the federal and state income tax returns for Target and
Target Subsidiaries for the final taxable year ending immediately prior to the
Effective Time.  Target will timely make
an election under Treasury Regulation Section 1.1368-1(f)(3) to
distribute all of its “subchapter C” earnings and profits through a deemed
dividend to the Target Stockholders with respect to the final taxable year of
Target ending immediately prior to the Effective Time.


 


(j)                               Environmental
Matters.  Except as disclosed in Section 6.02(j) of
the Target Disclosure Letter or in the environmental audits/reports listed
thereon (all representations being made only to the knowledge of Target):


 


(i)            None of the Target Group has received written notice that
any complaint has been filed that remains unresolved, any penalty has been
assessed that has not been paid and any investigation or review is pending or
threatened by any Governmental Entity with respect to any alleged failure by
the Target Group to have any permit required under any applicable Environmental
Law or with respect to any treatment, storage, recycling, transportation,
disposal or “release” (as defined in 42 U.S.C. § 9601(22) (“Release”))
by the Target Group of any Hazardous Material in violation of any applicable
Environmental Law.


 


(ii)           Except in material compliance with
applicable Environmental Laws, (A) there are no asbestos-containing
materials present on any Target Property, (B) there are no regulated
levels of PCBs present on any Target Property, and (C) there are no underground
storage tanks, active or abandoned, used for the storage of Hazardous Materials
currently present on any Target Property.


 


(iii)          None of Target, NPI or any Target
Subsidiary has received written notice of a claim against any of them, that has
not been resolved, to the effect that it is liable to a third party, including
a Governmental Entity, as a result of a Release of a


 


33

















 


Hazardous Material into the environment in material
violation of any applicable Environmental Law at any Target Property nor has
any reason to believe such a claim is expected.


 


(iv)          None of the Target Group has received
written notice of (A) any Liens arising under or pursuant to any
applicable Environmental Law on any Target Property or (B) any action
taken or in process which could subject any Target Property to such Liens.  The Target Group currently does not have any
duty under any applicable Environmental Law to place any restriction relating
to the presence of Hazardous Material at any Target Property which have not
already been placed.


 


(v)           None of the Target Group has transported or arranged for
the transportation of any Hazardous Material to any location which is the
subject of any action, suit or proceeding that could be reasonably expected to
result in claims against the Target Group related to such Hazardous Material
for clean-up costs, remedial work, damages to natural resources or personal
injury claims, including claims under CERCLA and the rules and regulations
promulgated thereunder and, to the knowledge of Target, there is no reasonable
basis for such claim.


 


(vi)          No Hazardous Materials have been or
are threatened to be spilled, released, discharged or disposed of at any site
presently or formerly owned, operated, leased or used by the Target Group, or,
to the knowledge of Target, are present in the soil, sediment, water or
groundwater at any such site.  No Target
Property is listed or proposed for listing on the National Priorities List
promulgated pursuant to CERCLA or on any similar list of sites under any
applicable Environmental Law of any other Governmental Entity where such
listing requires active investigation or clean-up.


 


(vii)         None of the Target Group has in its
possession or control any environmental assessment or investigation reports
prepared within the last five years that disclose a material environmental
condition with respect to the Target Properties which has not been addressed or
remediated (or is not in the process of being remediated) or been made the
subject of an environmental insurance policy maintained by the Target Group.


 


(viii)        Except as set forth in Section 6.02(j)(viii) of
the Target Disclosure Letter, Target has not entered into any agreements to
provide indemnification to any third party purchaser since January 1,
2003, or to any lender with respect to existing loans, pursuant to
Environmental Laws in relation to any property or facility previously owned or
operated by the Target Group.


 


(ix)          The backup generator at 9930 Franklin
Square Drive that exhibited oil spill characteristics was the result of an
overfill, not a spill, and there is no subsurface impact.


 


(k)                                 Contracts.  Except for the Target Material Contracts,
neither Target nor any Target Subsidiary is a party to or bound by any
contract, other than (i) those contracts entered into in the ordinary
course of business consistent with past practice that


 


34

















 


do not extend beyond the
Closing Date or are terminable at the option of Target without penalty and (ii) public
works agreements, utility, grading, storm water management and other
development agreements or permits that are binding on Target or Target
Subsidiaries as of the date hereof but which shall be assigned by
Target or Target Subsidiaries prior to the Effective Time as a result of
which neither Target nor any Target Subsidiary shall have any liability
thereunder as of the Effective Time. 
Copies of all of the Scheduled Contracts have been provided to Acquiror
and are true and correct.  None of the
Target Group has received any notice of a default that has not been cured under
any of the Scheduled Contracts or is in default respecting any payment
obligations thereunder beyond any applicable grace periods except where such
default has not had or could not reasonably be expected to have a Target
Material Adverse Effect or such default would not prevent or delay consummation
of the Transaction.


 


(i)            Each Target Material Contract is valid and binding on
each Target Group party thereto, and none of the Target Group is in default
under any Target Material Contract, except as would not (A) prevent or
materially delay consummation of the Transaction, or (B) result in a
Target Material Adverse Effect.


 


(l)                                Insurance.  Section 6.02(l) of the
Target Disclosure Letter sets forth a correct and complete list of the
insurance policies held by, or for the benefit of, the Target Group, including
the underwriter of such policies and the amount of coverage thereunder.  The Target Group has paid, or caused to be
paid, all premiums due under such policies and has not received written notice
that any such member is in default with respect to any obligations under such
policies.  None of the Target Group has
received any written notice of cancellation or termination with respect to any
existing insurance policy set forth in Section 6.02(l) of the
Target Disclosure Letter that is held by, or for the benefit of, any of the
Target Group.  Except as set forth in Section 6.02(l) of
the Target Disclosure Letter, in the past three (3) years there have been
no claims made under or against the insurance policies listed thereon.  Effective upon the date hereof, Acquiror,
Acquiror OP and the Surviving Entity shall be named as additional insureds, as
their interests may appear, with respect to all of the insurance policies held
by or for the benefit of the Target Group as they relate to the Target
Properties.  Target will include all
Target Subsidiaries as additional insureds under such policies.


 


(m)                        Related Party
Transactions.  Except as
set forth in Section 6.02(m) of the Target Disclosure Letter
and except for ordinary course advances to employees, set forth in Section 6.02(m) of
the Target Disclosure Letter is a list of all arrangements, agreements and
contracts entered into by Target or any of the Target Subsidiaries under which
continuing obligations exist with any Person who is an officer, director or
Affiliate of Target or any of the Target Subsidiaries, any member of the “immediate
family” (as such term is defined in Item 404 of Regulation S-K promulgated
under the Securities Act) of any of the foregoing or any entity of which any of
the foregoing is an Affiliate.


 


(n)                            Brokers.  No broker, finder or investment banker (other
than Wachovia Capital Markets, LLC) is entitled to any brokerage, finder’s or other
fee or commission in connection with the Transaction based upon arrangements
made by or on


 


35

















 


behalf
of Target, Target Subsidiaries or NPI. 
At Closing, Target shall have delivered to Acquiror a release by
Wachovia Capital Markets, LLC in the form attached hereto as Exhibit D
releasing Acquiror, Acquiror OP and the Surviving Entity from any liability for
any brokerage, finder’s or other fee or commission due to Wachovia Capital
Markets, LLC relating to the Merger and except as set forth in the documents
evidencing the Short Term Loan.


 


(o)                                 Labor and ERISA Matters.


 


(i)            None of the Target Group is a party to, or bound by, any
collective bargaining agreement, contract or other agreement or understanding with
a labor union or labor union organization. There is no unfair labor practice or
labor arbitration proceeding pending or, to the knowledge of Target, threatened
against the Target Group, except for any such proceeding which have not had or
could not reasonably be expected to have a Target Material Adverse Effect. To
the knowledge of Target, there are no organizational efforts with respect to
the formation of a collective bargaining unit presently being made or
threatened involving employees of the Target Group.


 


(ii)           Target has never had any employees,
has never maintained any employee benefit plans (including, without limitation
employee benefit plans within the meaning of Section 3(3) of ERISA)
except as disclosed on Section 6.02(o)(ii) of the Target Disclosure
Letter, and, except as disclosed on Section 6.02(o)(ii) of the
Target Disclosure Letter, as of the Effective Time shall not have any
liabilities or contingent liabilities with respect to employee benefit plans
maintained by any member of the Target Group or any ERISA Affiliate of
Target.  The transactions contemplated by
this Agreement will not result in any liability or obligation, contingent or
otherwise as of the Effective Time, to Target, the Surviving Entity, nor any
ERISA Affiliate of the Surviving Entity, with respect to employees or employee
benefit plans of any member of the Target Group or any ERISA Affiliate of
Target, except for any obligations assumed as set forth in Section 8.07.  Section 6.02(o)(ii) of the
Target Disclosure Letter is a complete and accurate list of all employee
benefit plans and deferred compensation plans (including, without limitation,
employee benefit plans within the meaning of Section 3(3) of ERISA)
in which employees of the Target Group whose employment involves services in
connection with the Target Properties participate.  As of the date hereof, all persons owed any
money under the section “Employee Benefit Plans of Target” set forth in Section 6.02(o)(ii) of
the Target Disclosure Letter are listed in Section 6.02(o)(ii) of
the Target Disclosure Letter under the section “List of Persons Owed Money
Under Target Employee Benefit Plans.” 
All obligations under the “Employee Benefit Plans of Target” set forth
in Section 6.02(o)(ii) of the Target Disclosure Letter shall
be fully paid and satisfied at or prior to Closing, other than the Dollenberg
Retirement Obligations.  Except for any
obligations assumed as set forth in Section 8.07 of this Agreement
and except for the Dollenberg Retirement Obligations, Target shall have no
liability under any of the “Employee Benefit Plans of NPI” set forth in Section 6.02(o)(ii) of
the Target Disclosure Letter.  At the
Effective Time, all employee benefit plans and deferred compensation


 


36

















 


plans applicable to Target or Target Subsidiaries
shall be terminated, except for the Dollenberg Retirement Obligations.


 


(p)                                 Office Assumed Loans.  Copies of all documents evidencing and
relating to the Office Assumed Loans (the “Office Assumed
Loan Documents”) have been provided to
Acquiror and are true and correct.  None
of the Target Group has received any notice of a default that has not been
cured under any of the Office Assumed Loan Documents or is in default respecting
any payment obligations thereunder beyond any applicable grace periods.  None of the Target Group is aware of any
default by Target under the Office Assumed Loan Documents that has not been
previously disclosed to Acquiror and cured by Target.


 


(q)                                 Personal
Property.  At Closing,
Target shall own all of the personal property set forth in Section 6.02(q) of
the Target Disclosure Letter free and clear of any liens and encumbrances.


 


(r)                                    No Undisclosed
Liabilities; Indebtedness.  As
of the Closing Date, the only liabilities of Target and Target Subsidiaries
shall be the Assumed Loans, the Short Term Loan, and the liability, if any,
under those Scheduled Contracts which have not been terminated or assigned to
the Liquidating Trust or another party prior to the Effective Date.  There have been and are no defaults under the
Office Assumed Loan Documents or the Short Term Loan Documents.  To Target’s knowledge, Columbia Equity
Finance LLC, Rivers Center III Investors LLC and Woods Investors LLC have
complied, since their inception, with all single purpose entity and bankruptcy
remote requirements under the loan documents to which each is a party.  As of the Closing Date, the only liabilities
of the Retail Entities for monies borrowed shall be the Existing Retail
Indebtedness.  As of the Closing Date,
the maximum aggregate amount due under the Existing Retail Indebtedness, the
Short Term Loan and the Assumed Loans shall be $129,648,266 (which has been
computed assuming Existing Retail Indebtedness of $29,146,398, Short Term Loan
of $83,018,978 and Assumed Loans of $17,482,890).


 


(s)                                   No Other
Representations or Warranties.


 


(i)            Except for the representations and
warranties contained in Section 6.02 of this Agreement, Acquiror,
Acquiror OP and Merger Subsidiary acknowledge that none of Target, NPI or nor
any other Person or entity on behalf of Target or NPI has made, and none of
Acquiror, Acquiror OP or Merger Subsidiary has relied upon, any representation
or warranty, whether express or implied, with respect to Target, NPI or any of
the Target Subsidiaries or their respective businesses, affairs, assets,
liabilities, financial condition, results of operations or prospects or with
respect to the accuracy or completeness of any other information provided or
made available to Acquiror and Merger Subsidiary by or on behalf of Target or
NPI.  None of Target, NPI or any other
Person or entity will have, or be subject to, any liability or indemnification
obligation to Acquiror, Acquiror OP, Merger Subsidiary or any other Person or
entity resulting from the distribution in written or verbal communications to
Acquiror or Merger Subsidiary or use by Acquiror, Acquiror OP or Merger
Subsidiary of, any such


 


37

















 


information,
including any information, documents, projections, forecasts or other material
made available to Acquiror, Acquiror OP or Merger Subsidiary in online “data
rooms,” confidential information memoranda or management interviews and
presentations in expectation of the transactions contemplated by this
Agreement.


 


(ii)           In connection with any investigation
by Acquiror, Acquiror OP and Merger Subsidiary of Target, the Target
Subsidiaries and the Target Properties, Acquiror and Merger Subsidiary have
received or may receive from Target and the Target Subsidiaries and/or other
persons or entities on behalf of Target certain projections, forward-looking
statements and other forecasts and certain business plan information in written
or verbal communications.  Acquiror,
Acquiror OP and Merger Subsidiary acknowledge that there are uncertainties
inherent in attempting to make such estimates, projections and other forecasts
and plans, that Acquiror, Acquiror OP and Merger Subsidiary are familiar with
such uncertainties, that Acquiror, Acquiror OP and Merger Subsidiary are taking
full responsibility for making their own evaluation of the adequacy and
accuracy of all estimates, projections and other forecasts and plans so
furnished to them (including the reasonableness of the assumptions underlying
such estimates, projections, forecasts or plans), and that Acquiror. Acquiror
OP and Merger Subsidiary shall have no claim against any Person or entity with
respect thereto.  Accordingly, Acquiror,
Acquiror OP and Merger Subsidiary acknowledge that none of Target, NPI or any
other Person or entity on behalf of Target or NPI makes any representation or
warranty with respect to such estimates, projections, forecasts or plans
(including the reasonableness of the assumptions underlying such estimates,
projections, forecasts or plans).


 


6.03.                     Representations and Warranties of Acquiror,
Acquiror OP and Merger Subsidiary.


 


Acquiror,
Acquiror OP and Merger Subsidiary hereby jointly and severally represent and
warrant to Target as follows:


 


(a)                                 Organization.


 


(i)            Acquiror is a real estate investment trust duly
organized, validly existing and in good standing under the Laws of the State of
Maryland.  The Acquiror Declaration of
Trust is in effect and no dissolution, revocation or forfeiture proceedings
regarding Acquiror have been commenced. 
Acquiror is in good standing under the Laws of any other jurisdiction in
which the character of the properties owned, leased or operated by it therein
or in which the transaction of its business makes such qualification or
licensing necessary.  Acquiror has all
requisite power and authority to own, lease and operate its properties and to
carry on its businesses as now conducted and proposed by Acquiror to be
conducted.


 


(ii)           Acquiror OP is a limited partnership
duly formed, validly existing and in good standing under the laws of
Delaware.  The certificate of formation
is in effect and no dissolution, revocation or forfeiture proceedings regarding
Acquiror OP


 


38

















 


have been commenced. 
Acquiror OP is in good standing under the Laws of any other jurisdiction
in which the character of the properties owned, leased or operated by it
therein or in which the transaction of its business makes such qualification or
licensing necessary.  Acquiror OP has all
requisite power and authority to own, lease and operate its properties and to
carry on its businesses as now conducted and proposed by Acquiror OP to be
conducted.


 


(iii)          Merger Subsidiary is a business trust
duly formed, validly existing and in good standing under the Laws of the State
of Maryland.  The certificate of trust of
Merger Subsidiary is in effect and no dissolution, revocation or forfeiture
proceedings regarding Merger Subsidiary have been commenced.  Merger Subsidiary is in good standing under
the Laws of any other jurisdiction in which the character of the properties
owned, leased or operated by it therein or in which the transaction of its
business makes such qualification or licensing necessary.  Merger Subsidiary has all requisite power and
authority to own, lease and operate its properties and to carry on its
businesses as now conducted and proposed by Merger Subsidiary to be conducted.


 


(b)                                 Authority Relative to this Agreement.


 


(i)            Each of Acquiror, Acquiror OP and Merger Subsidiary has
all necessary power and authority to execute and deliver this Agreement and to
consummate the transactions contemplated hereby.  No other proceedings on the part of Acquiror,
Acquiror OP or Merger Subsidiary, or any of their respective subsidiaries, are
necessary to authorize this Agreement or to consummate the Transaction.  This Agreement has been duly and validly
executed and delivered by each of Acquiror, Acquiror OP and Merger Subsidiary
and, assuming due authorization, execution and delivery hereof by Target, constitutes
a valid, legal and binding agreement of each of Acquiror, Acquiror OP and
Merger Subsidiary, enforceable against each of Acquiror, Acquiror OP and Merger
Subsidiary in accordance with and subject to its terms and conditions, except
as enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium, fraudulent transfer and similar Laws of general
applicability relating to or affecting creditors’ rights or by general
equitable principles.


 


(ii)           The board of trustees of Acquiror has
duly and validly authorized the execution and delivery of this Agreement by
Acquiror and by Acquiror OP and approved the consummation of the Transaction,
and taken all actions required to be taken by Acquiror or Acquiror OP for the
consummation of the Transaction.


 


(iii)          The board of trustees of Merger
Subsidiary has duly and validly authorized the execution and delivery of this
Agreement and approved the consummation of the Transaction, and taken all
actions required to be taken by Merger Subsidiary for the consummation of the
Transaction.


 


(c)                                  Consents and Approvals; No Violations.


 


(i)            The execution and delivery of this
Agreement by Acquiror or Merger Subsidiary does not, and the performance of
Acquiror or Merger Subsidiary’s


 


39

















 


obligations
hereunder will not, (A) conflict with or violate the Acquiror Declaration
of Trust or Acquiror Bylaws, the certificate of formation or limited
partnership agreement of Acquiror OP or the certificate of trust or declaration
of trust of Merger Subsidiary, (B) assuming that all consents, approvals,
authorizations and other actions described below in subsection (ii) have
been obtained and all filings and obligations described below in
subsection (ii) have been made, conflict with or violate any Law
applicable to Acquiror, Acquiror OP or Merger Subsidiary or by which any of its
properties or assets is bound or affected, or (C) result in any breach of,
or constitute a default (or an event which, with notice or lapse of time or
both, would become a default) under, or give to others any rights of
termination, amendment, acceleration or cancellation of, or result in the
creation of a Lien or other encumbrance on any of its properties or assets
pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease,
license, permit, franchise or other instrument or obligation to which it is a
party or by which it or any of its properties or assets is bound or affected,
except, with respect to clauses (B) and (C), for any such conflicts,
violations, breaches, defaults or other occurrences that would not (x) prevent
or delay consummation of the Transaction or otherwise prevent it from
performing its obligations under this Agreement or (y) have an Acquiror
Material Adverse Effect.


 


(ii)           The execution and delivery of this
Agreement by Acquiror or Merger Subsidiary does not, and the performance of
Acquiror or Merger Subsidiary’s obligations hereunder will not, require any
consent, approval, authorization or permit of, or filing with, or notification
to, any Governmental Authority, except (A) for applicable requirements, if
any, of the Exchange Act, Blue Sky Laws and state takeover Laws, and (B) where
the failure to obtain such consents, approvals, authorizations or permits, or
to make such filings or notifications, would not (x) prevent or delay
consummation of the Transaction, or otherwise prevent Acquiror from performing
its obligations under this Agreement or (y) have an Acquiror Material
Adverse Effect.


 


(d)                                 Litigation.  There is no Action pending or, to Acquiror’s
knowledge, threatened against Acquiror or any of the Acquiror Subsidiaries or
any of its or their respective properties or assets that questions the validity
of this Agreement or any action to be taken by Acquiror or Merger Subsidiary in
connection with the consummation of the Merger.


 


(e)                                  Brokers.  No broker, finder or investment banker is
entitled to any brokerage, finder’s or other fee or commission payable by
Acquiror in connection with the Merger based upon arrangements made by and on
behalf of Acquiror or Merger Subsidiary or any of their Subsidiaries.


 


(f)                                   Ownership of Merger Subsidiary; No Prior Activities.  Merger Subsidiary is a direct
wholly owned subsidiary of Acquiror. 
Merger Subsidiary is a disregarded entity for federal income tax
purposes.  Merger Subsidiary has not
conducted any activities other than in connection with its organization, the
negotiation and execution of this Agreement and the consummation of the
transactions contemplated hereby.  Merger
Subsidiary has no subsidiaries.


 


40

















 


(g)                                  No Ownership of Target Common Stock.  Neither Acquiror nor any of the Acquiror
Subsidiaries, including Merger Subsidiary, own any Target Common Stock or other
securities of Target.


 


6.04.                     Representations and Warranties of Acquiror and
Acquiror OP.


 


Acquiror
and Acquiror OP represent and warrant to Target as follows:


 


(a)                                 Capitalization.


 


(i)            As of the date of this Agreement, the authorized capital
stock of Acquiror consists of 75,000,000 Acquiror Common Shares and 15,000,000
Acquiror Preferred Shares, consisting of (1) 42,375,505 outstanding
Acquiror Common Shares, (2) 2,200,000 8.0% Series G Cumulative
Redeemable Preferred Shares, all of which were issued and outstanding, (3) 2,000,000
7.5% Series H Cumulative Redeemable Preferred Shares, all of which were
issued and outstanding and (4) 3,390,000 7.625% Series J Cumulative
Redeemable Preferred Shares of which 3,390,000 were issued and outstanding.


 


(ii)           All outstanding Acquiror Common
Shares and Acquiror Preferred Shares are, and the Common Share Consideration
and the Preferred Share Consideration to be issued in connection with the
Merger will be, duly authorized, validly issued, fully paid and nonassessable and
not subject to, or issued in violation of, any preemptive right, purchase
option, call option, right of first refusal, subscription or any other similar
right.


 


(iii)          Acquiror owns approximately 82.4% of
the outstanding common units, 2,200,000 Series G Preferred Units,
2,000,000 Series H Preferred Units and 3,390,000 Series J Preferred
Units issued by Acquiror OP, and 352,000 Series I Preferred Units issued
by Acquiror OP are owned by a third party and have a liquidation preference of
$25.00.


 


(iv)          The authorized capital shares of
Merger Subsidiary consists of 1,000 Merger Subsidiary Common Shares.  All of the issued and outstanding capital
shares of Merger Subsidiary are owned by Acquiror or Acquiror Subsidiaries. Merger
Subsidiary does not have issued or outstanding any options, warrants,
subscriptions, calls, rights, convertible securities or other agreements or
commitments obligating Merger Subsidiary to issue, transfer or sell any Merger
Subsidiary Common Shares to any Person, other than Acquiror Subsidiaries.


 


(v)           Except as provided herein, there are no outstanding
restricted Acquiror Common Shares, performance share awards, stock options,
stock appreciation rights or dividend equivalent rights relating to Acquiror
Common Shares.


 


(vi)          There is no voting debt of Acquiror or
any Acquiror Subsidiary outstanding.


 


41
















 


(vii)         All dividends or distributions on
securities of Acquiror that have been declared or authorized prior to the date
of this Agreement have been paid in full.


 


(b)                                 SEC Documents; Financial Statements.


 


(i)            Acquiror has filed with or furnished to the SEC, and has
heretofore made available to Target (by public filing with the SEC or
otherwise) true and complete copies of, all reports, schedules, forms,
statements and other documents required to be filed with or furnished to the
SEC by Acquiror since January 1, 2006 (the “Applicable Date”) and prior to the date hereof (collectively, the “Acquiror SEC Documents”).  As of its respective date, each
Acquiror SEC Document complied as to form in all material respects with the
requirements of the Exchange Act or the Securities Act, as the case may be, as
and to the extent applicable thereto, and the rules and regulations of the
SEC promulgated thereunder applicable to such Acquiror SEC Document.  Except to the extent that information
contained in any Acquiror SEC Document filed and publicly available prior to
the date of this Agreement has been revised or superseded by a later Acquiror
SEC Document, none of the Acquiror SEC Documents contains any untrue statement
of a material fact or omits to state any material fact required to be stated
therein or necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading.


 


(ii)           The consolidated financial statements
of Acquiror included in the Acquiror SEC Documents complied as of their
respective dates in all material respects with the then applicable accounting
requirements and the published rules and regulations of the SEC with
respect thereto, were prepared in accordance with GAAP applied on a consistent
basis during the periods involved (except as may be indicated therein or in the
notes thereto) and fairly presented in all material respects the consolidated
financial position of Acquiror and its consolidated Subsidiaries as of the
dates thereof and the consolidated results of their operations and their
consolidated cash flows for the periods then ended, all in accordance with GAAP
(subject, in the case of unaudited statements, to normal year-end audit
adjustments and to any other adjustments described therein).


 


(c)                                  No Undisclosed Liabilities.  Subsequent to the respective dates as of
which information is given in Acquiror SEC Documents, except as described in
Acquiror SEC Documents, Acquiror and Acquiror Subsidiaries have not incurred
any material liability or obligation, direct or contingent, nor entered into
any material transaction, in each case not in the ordinary course of business,
that could result in an Acquiror Material Adverse Effect.


 


(d)                                 Absence of Certain Changes or Events.  Subsequent to the respective dates as of
which information is given in Acquiror SEC Documents, (i) neither Acquiror
nor any of Acquiror Subsidiaries has sustained any material casualty loss,
condemnations or interference with their respective businesses or properties
from fire, flood, hurricane, accident or other calamity, whether or not covered
by insurance, or from


 


42

















 


any labor dispute or any legal or governmental
proceeding that could result in an Acquiror Material Adverse Effect and (ii) there
has not been any development or event that could be reasonably likely to result
in an Acquiror Material Adverse Effect, except in each case as described in or
contemplated by Acquiror SEC Documents.


 


(e)                                  Compliance with Laws.  To Acquiror’s knowledge, Acquiror and
Acquiror Subsidiaries possess adequate certificates, authorities, consents,
authorizations or permits issued by appropriate governmental agencies or bodies
necessary to conduct the business now operated by them, have complied, in all
material respects, with the laws, regulations and orders known by them to be
applicable to them or their respective businesses and properties, the absence
of which or the failure to comply with could result in an Acquiror Material
Adverse Effect and have not received any notice of proceedings relating to the
revocation or modification of any such certificate, authority, consents,
authorizations or permit that, if determined adversely to Acquiror or any of
Acquiror Subsidiaries, would individually or in the aggregate have an Acquiror
Material Adverse Effect.


 


(f)                                   Environmental Matters.


 


(i)            Except for activities, conditions, circumstances or
matters that would not have an Acquiror Material Adverse Effect, (A) to
the knowledge of Acquiror, neither Acquiror nor any of Acquiror Subsidiaries
has violated any Environmental Laws (and Acquiror and Acquiror Subsidiaries are
in compliance with all requirements of applicable permits, licenses, approvals
or other authorizations issued pursuant to Environmental Laws); (B) to the
knowledge of Acquiror, none of Acquiror or Acquiror Subsidiaries has caused or
suffered to occur any Release (as hereinafter defined) of any Hazardous
Materials into the Environment (as hereinafter defined) on, in, under or from
any property owned by Acquiror or Acquiror Subsidiaries that would reasonably
be expected to result in the incurrence of liabilities under, or any violations
of, any Environmental Law or give rise to the imposition of any Lien, under any
Environmental Law;


 


As
used herein, “Environment”
shall mean any surface water, drinking water, ground water, land surface,
subsurface strata, river sediment, buildings, structures, and indoor and
outdoor air and “Release”
shall mean any spilling, leaking, pumping, pouring, emitting, emptying,
discharging, injecting, escaping, leaching, dumping, emanating or disposing of
any Hazardous Materials into the Environment, including, without limitation,
the abandonment or discard of barrels, containers, tanks (including, without
limitation, underground storage tanks) or other receptacles containing or
previously containing and containing a residue of any Hazardous Materials.


 


(ii)           To the knowledge of Acquiror, none of
the environmental consultants which prepared environmental and asbestos
inspection reports with respect to any of the properties was employed for such
purpose on a contingent basis or has any substantial interest in Acquiror or
any of Acquiror Subsidiaries, and none of them nor any


 


43

















 


of their directors, officers or employees is
connected with Acquiror or any of Acquiror Subsidiaries as a promoter, selling
agent, voting trustee, director, officer or employee.


 


(g)                                  Litigation.  Except as disclosed in Acquiror SEC
Documents, there are no pending actions, suits or proceedings against or, to
the knowledge of Acquiror, affecting Acquiror, any of Acquiror Subsidiaries or
any of their respective properties or any of their respective officers or
trustees that, if determined adversely to Acquiror or any of Acquiror
Subsidiaries or any of their respective officers or trustees, would
individually or in the aggregate have an Acquiror Material Adverse Effect; and,
to the knowledge of Acquiror, no such actions, suits or proceedings are
threatened or contemplated, in each case, before or by any federal or state
court, commission, regulatory body, administrative agency or other governmental
body, domestic or foreign, having jurisdiction over Acquiror, any of Acquiror
Subsidiaries or assets which would individually or in the aggregate have an
Acquiror Material Adverse Effect.


 


(h)                                 Investment Company Act of 1940.  Acquiror is not and, after giving effect to
the Transaction, will not be an “investment company” as defined in the
Investment Company Act of 1940, as amended.


 


(i)                                     Taxes.


 


(i)            Acquiror and each of Acquiror Subsidiaries has filed all
foreign, federal, state and local income tax returns that are required to be
filed or has requested extensions thereof (except in any case in which the
failure so to file would not have an Acquiror Material Adverse Effect) and has
paid all taxes required to be paid by it and any other assessment, fine or
penalty levied against it, to the extent that any of the foregoing is due and
payable, except for any such tax, assessment, fine or penalty that is currently
being contested in good faith or as described in or contemplated by Acquiror
SEC Documents or which would not result in an Acquiror Material Adverse Effect.


 


(ii)           Commencing with Acquiror’s taxable
year ended December 31, 1992, Acquiror was organized and has operated in
conformity with the requirements for qualification and taxation as a REIT.  All statements in Acquiror SEC Documents
regarding Acquiror’s qualification as a REIT are true, complete and correct in
all material respects.


 


(j)                                    No Conflict or Violation.  To the knowledge of Acquiror, neither
Acquiror nor any of Acquiror Subsidiaries is in breach or violation of its
respective declaration of trust, charter, bylaws, partnership agreement or
other organizational document, as the case may be, or in default in the
performance of any obligation, agreement, covenant or condition contained in
any indenture, loan agreement, mortgage, bond, debenture, note agreement, joint
venture or partnership agreement, lease or other agreement or instrument that
is material to Acquiror and Acquiror Subsidiaries, taken as a whole, and to
which Acquiror or any of Acquiror Subsidiaries is a party or by which Acquiror
or any of Acquiror Subsidiaries or their respective property is bound (and
there is no event which, whether with or without the giving of notice, or
passage of time or


 


44

















 


both, would constitute a default under any of
foregoing), where such breach, violation or default would have an Acquiror
Material Adverse Effect.


 


(k)           Vote Required. 
No vote of the holders of any class or series of Acquiror’s capital
stock is required to approve this Agreement, the Merger or any of the
transactions contemplated hereby.


 


(l)            No
Other Representations or Warranties. 
Except for the representations and warranties contained in this Article VI,
Target acknowledges that none of Acquiror, Acquiror OP nor any other Person or
entity on behalf of Acquiror or Acquiror OP has made, nor has Target relied upon,
any representation or warranty, whether express or implied, with respect to
Acquiror or any of the Acquiror Subsidiaries or their respective businesses,
affairs, assets, liabilities, financial condition, results of operations,
future operating or financial results, estimates, projections, forecasts, plans
or prospects (including the reasonableness of the assumptions underlying such
estimates, projections, forecasts, plans or prospects) or with respect to the
accuracy or completeness of any other information provided or made available to
Target by or on behalf of Acquiror or Acquiror OP.  Target acknowledges that there are
uncertainties inherent in attempting to make such estimates, projections and
other forecasts and plans, that Target is taking full responsibility for making
their own evaluation of the adequacy and accuracy of all estimates, projections
and other forecasts and plans so furnished to them (including the
reasonableness of the assumptions underlying such estimates, projections,
forecasts or plans).  None of Acquiror,
Acquiror OP nor any other Person or entity will have, or be subject to, any
liability or indemnification obligation to Target or any other Person or entity
resulting from the distribution in written or verbal communications to Target
or use by Target of, any such information, including any information,
documents, estimates, projections, forecasts, plans, prospects, forward looking
statements or other material made available to Target in online “data rooms,”
confidential information memoranda or management interviews and presentations
in expectation of the transactions contemplated by this Agreement, except to
the extent any such information is deemed to be “made available” to the Company
by Acquiror for purposes of this Article VI.


 


ARTICLE VII.

COVENANTS


 


7.01.                     Stockholders’ Meeting.


 


Target
shall, in accordance with applicable Law and Target Charter and Target Bylaws, (a) duly
call, give notice of, convene and hold the Target Stockholders Meeting as
promptly as reasonably practicable after the date of this Agreement, but in no
event later than February 14, 2007, and (b) except as is reasonably
likely to be required by the Target Board’s duties under applicable Law, (i) include
in the Proxy Statement the recommendation of the Target Board that Target’s
Stockholders approve the Merger and (ii) use its reasonable efforts to
obtain Target Stockholder Approval.


 


45

















 


7.02.                     Registration Statement.


 


Prior
to the Effective Time, Acquiror and the Target Stockholders shall enter into
the Registration Rights Agreement.  The
parties hereto shall cooperate with each other in the preparation of the
Registration Statement, and Acquiror shall notify Target of the receipt of any
comments of the SEC with respect to the Registration Statement and of any
requests by the SEC for any amendment or supplement thereto or for additional
information and shall provide to Target copies of all correspondence between
Acquiror or any representative of Acquiror and the SEC.  Acquiror shall give Target and its counsel
the opportunity to review the Registration Statement prior to its being filed
with the SEC and shall give Target and its counsel the opportunity to review
all amendments and supplements to the Registration Statement and all responses
to requests for additional information and replies to comments prior to their
being filed with, or sent to, the SEC. 
Target shall use its commercially reasonable efforts to obtain the completed
accredited investor questionnaires from the Target Stockholders prior to the
Closing Date.  Target agrees to furnish a
copy of the offering circular or other such offering document prepared by
Acquiror to the Target Stockholders, the distribution of which shall be at
Target’s expense, at the time Target distributes notice of the Target
Stockholders Meeting to the Target Stockholders.


 


7.03.                     Access to Information; Confidentiality.


 


(a)           Upon reasonable notice and subject to applicable Laws
relating to the exchange of information, Target shall, and shall cause each of
the Target Subsidiaries to, afford to the officers, employees, accountants,
counsel and other representatives of Acquiror, reasonable access during normal
business hours during the period prior to the Effective Time, to all its properties,
books, contracts, commitments, records, officers, employees, accountants,
counsel and other representatives and, during such period, Target shall, and
shall cause the Target Subsidiaries to, make available to Acquiror information
concerning the Target Properties and Target personnel as Acquiror may
reasonably request.  Neither Target nor
any of the Target Subsidiaries shall be required to provide access to or
disclose information where such access or disclosure would violate or prejudice
the rights of Target’s customers, jeopardize attorney-client privilege or
contravene any Law, fiduciary duty or binding agreement entered into prior to
the date of this Agreement.  Acquiror
shall, and cause its representatives to, take all reasonable efforts to prevent
such access and inspection from interfering with the business operations of
Target and the Target Subsidiaries.


 


(b)           All
information obtained by Acquiror pursuant to this Section 7.03
shall be kept confidential in accordance with the confidentiality agreement,
dated June 7, 2006 (the “Confidentiality Agreement”), between Acquiror and
Target.


 


(c)           After
the Effective Time, Acquiror shall afford to the officers, employees,
accountants, counsel and other representatives of the Liquidating Trust access
during normal business hours to the books and records of the Target Properties
as may reasonably be requested.


 


46

















 


7.04.                     No-Shop Clause.


 


(a)           From and after the date of the execution and delivery of
this Agreement by Target until the termination of this Agreement or the
consummation of the Transaction, the Target Group will not, without the prior
written consent of Acquiror or except as otherwise permitted by this Agreement
directly or indirectly: (i) sell, assign, lease, pledge or otherwise
transfer or dispose of, directly or indirectly, all or any portion of the
Target Properties or Target Properties Leases, or any material portion or
amount of equity securities of Target, whether through merger, consolidation,
business combination, asset sale, share exchange or otherwise (and including in
connection with an offer for all or a material portion of Target’s stock or
assets) (each of such actions being an “Acquisition
Proposal”); (ii) solicit
offers for, offer up or seek any Acquisition Proposal; (iii) initiate,
encourage or provide any documents or information to any third party in
connection with, discuss or negotiate with any person regarding any inquires,
proposals or offers relating to any Acquisition Proposal; or
(iv) enter into any agreement or discussions with any party (other than
Acquiror) with respect to any Acquisition Proposal.


 


(b)           Without
limiting the foregoing, it is agreed that any violation of the restrictions set
forth in Section 7.04(a) by any of the Target Group’s employees,
investment bankers, attorneys, accountants and other advisors or
representatives (such employees, investment bankers, attorneys, accountants and
other advisors or representatives, collectively, “Representatives”), shall be a breach of Section 7.04(a) by
Target.  Upon execution of this
Agreement, Target has caused the Target Group and its Representatives to, cease
immediately and caused to be terminated any and all existing discussions or
negotiations with any Persons conducted heretofore with respect to an
Acquisition Proposal.


 


(c)           Target
shall, as promptly as practicable (and in no event later than 24 hours after
receipt thereof), advise Acquiror of any inquiry received by the Target Group
relating to any potential Acquisition Proposal and of the material terms of any
proposal or inquiry, including the identity of the Person and its Affiliates
making the same, that it may receive in respect of any such potential
Acquisition Proposal, or of any information requested from it or of any
negotiations or discussions being sought to be initiated with it, shall furnish
to Acquiror a copy of any such proposal or inquiry, if it is in writing, or a
written summary of any such proposal or inquiry, if it is not in writing, and
shall keep Acquiror fully informed on a prompt basis with respect to any
developments with respect to the foregoing.


 


(d)           Notwithstanding
the provisions of Section 7.04(a), prior to the receipt of the
approval of the transactions contemplated by this Agreement by Target’s
Stockholders, Target may, in response to an unsolicited, bona fide written
Acquisition Proposal from a Person (the “Potential Acquiror”) which the Target Board
determines in good faith, after consultation with a nationally recognized
financial advisor and its outside legal counsel, constitutes a Superior
Proposal (and continues to constitute a Superior Proposal after taking into
account any modifications proposed by Acquiror


 


47

















 


during
any five (5) Business Day period referenced below), take the following
actions (but only if and to the extent that the Target Board concludes in good
faith, following the receipt of advice of its outside legal counsel, that the
failure to do so would constitute a breach of its fiduciary obligations under
applicable Law); provided that,
Target has first given Acquiror written notice that states that Target has
received such Superior Proposal and otherwise includes the information required
by Section 7.04(c) (the “Superior Proposal Notice”) and five (5) Business
Days have passed since the receipt of the Superior Proposal Notice by Acquiror:


 


(i)            furnish nonpublic information to the Potential Acquiror, provided that (A) (1) concurrently
with furnishing any such nonpublic information to the Potential Acquiror,
Target gives Acquiror written notice of its intention to furnish nonpublic
information and (2) Target receives from the Potential Acquiror an
executed confidentiality agreement containing customary limitations on the use
and disclosure of all nonpublic written and oral information furnished to the
Potential Acquiror on its behalf, the terms of which are at least as
restrictive as to the Potential Acquiror as the terms contained in the
Confidentiality Agreement are as to Acquiror, and containing customary
standstill provisions and (B) contemporaneously with furnishing any such
nonpublic information to the Potential Acquiror, Target furnishes such
nonpublic information to Acquiror; and


 


(ii)           engage in negotiations with the
Potential Acquiror with respect to the Superior Proposal, provided that concurrently with entering
into negotiations with the Potential Acquiror, it gives Acquiror written notice
of its intention to enter into negotiations with the Potential Acquiror.


 


(e)                                  For a period of
not less than five (5) Business Days after Acquiror’s receipt of each
Superior Proposal Notice, Target shall, if requested by Acquiror, negotiate in
good faith with Acquiror to revise this Agreement so that the Acquisition
Proposal that constituted a Superior Proposal no longer constitutes a Superior
Proposal (a “Former
Superior Proposal”).  The
terms and conditions of this Section 7.04 shall again apply to any
inquiry or proposal made by any Person who withdraws a Superior Proposal or who
made a Former Superior Proposal (after withdrawal or after such time as their
proposal is a Former Superior Proposal).


 


(f)                                   In response to
the receipt of a Superior Proposal that has not been withdrawn and continues to
constitute a Superior Proposal after Target’s compliance with Sections
7.04(b)—(e), the Target Board may withhold or withdraw its recommendation
that the Target Stockholders vote in favor of the approval of the Transaction
and, in the case of a Superior Proposal that is a tender or exchange offer made
directly to the stockholders of Target, may recommend that the Target
Stockholders accept the tender or exchange offer (any of the foregoing actions,
whether by the Target Board or a committee thereof, a “Change in Recommendation”),
if both of the following conditions are met:


 


(i)            the Target Stockholder Meeting has not occurred; and


 


48

















 


(ii)           the Target Board has concluded in
good faith, following the receipt of advice of its outside legal counsel, that,
in light of such Superior Proposal, the failure of the Target Board to effect a
Change in Recommendation would result in a breach of its fiduciary obligations
to the Target Stockholders under applicable Law.


 


(g)                                  Notwithstanding anything to the contrary contained in this Agreement, the
obligation of Target to call, give notice of, convene and hold the Target
Stockholder Meeting and to hold a vote of the Target Stockholders on this
Agreement shall not be limited or otherwise affected by the commencement, disclosure,
announcement or submission to it of any Acquisition Proposal (whether or not a
Superior Proposal), or by any Change in Recommendation.


 


7.05.                     Further Action; Reasonable Efforts.


 


(a)                                 Upon the terms and subject to the conditions hereof, each of the parties
hereto shall use its reasonable efforts to take, or cause to be taken, all
appropriate action, and to do, or cause to be done, all things necessary,
proper or advisable under applicable Laws to consummate and make effective the
Merger, including, without limitation, using its reasonable best efforts to
obtain all Applicable Permits, consents, approvals, authorizations,
qualifications and orders of Governmental Authorities and parties to contracts
with Target and the Target Subsidiaries as are necessary for the consummation
of the Merger and to fulfill the conditions to the Closing.  In case, at any time after the Closing, any
further action is necessary or desirable to carry out the purposes of this
Agreement, each of the parties hereto shall use all reasonable efforts to cause
its respective officers, employees and agents to take all such action.


 


(b)                                 The parties
hereto shall cooperate and assist one another in connection with all actions to
be taken pursuant to Section 7.05(a), including the preparation and
making of the filings referred to therein and, if requested, amending or
furnishing additional information thereunder, including, subject to applicable
Law and the Confidentiality Agreement, providing copies of all related
documents to the non-filing party and their advisors prior to filing, and to
the extent practicable none of the parties will file any such document or have
any communication with any Governmental Authority without prior consultation
with the other parties; provided, however,
Acquiror may make any Exchange Act filings with the SEC with prior notice to
Target to the extent possible (but without approval rights).  Each party shall keep the others apprised of
the content and status of any communications with, and communications from, any
Governmental Authority with respect to the Merger.  To the extent practicable, and as permitted
by a Governmental Authority, each party hereto shall permit representatives of
the other party to participate in meetings (whether by telephone or in Person)
with such Governmental Authority.


 


(c)                                  Each of the
parties hereto agrees to cooperate and use its reasonable efforts to defend
through litigation on the merits any Action, including administrative or
judicial Action, asserted by any party in order to avoid the entry of, or to
have vacated, lifted, reversed, terminated or overturned any decree, judgment,


 


49

















 


injunction
or other order (whether temporary, preliminary or permanent) that in whole or
in part restricts, delays, prevents or prohibits consummation of the Merger,
including, without limitation, by vigorously pursuing all available avenues of
administrative and judicial appeal.


 


7.06.                     Public Announcements.


 


Acquiror
and Target agree that no public release or announcement concerning the Merger
shall be issued by either party without the prior consent of the other party,
except as such release or announcement may be required by Law or the rules or
regulations of the NYSE in which case the party required to make the release or
announcement shall use its reasonable best efforts to allow the other party
reasonable time to comment on such release or announcement in advance of such
issuance; provided, however, if
such other party fails to respond or comment on such release or announcement
within two (2) Business Days of receipt of a draft of such release or
announcement, the release or announcement shall be deemed approved.


 


7.07.                     Escrow and Indemnification.


 


(a)                                 Escrow Fund.  Within five (5) Business Days after the
Effective Time, the Escrow Shares shall be registered in the name of, and be
deposited with the Share Escrow Agent, such deposit to constitute the escrow
fund (the “Escrow
Fund”) and to be governed by the terms set forth herein
and in the Share Escrow Agreement.  The
Escrow Fund shall consist of the Escrow Shares and shall be available to
compensate Acquiror for Damages pursuant to the indemnification obligations of
Target set forth in Section 7.07(b).


 


(b)                                 Indemnification.


 


(i)            Subject to the limitations set forth
in this Section 7.07, the Target Stockholders will indemnify and
hold harmless Acquiror, Acquiror OP and Merger Subsidiary and their respective
officers, directors, agents and employees, and each Affiliate thereof
(hereinafter referred to individually as an “Indemnified Person” and, collectively,
as “Indemnified Persons”)
from and against any and all losses, costs, damages, liabilities, taxes and
expenses arising from claims, demands, actions, causes of action, including,
without limitation, reasonable legal fees, (collectively, “Damages”) arising out
of (A) any misrepresentation or breach of, or default in connection with,
any of the representations, warranties, covenants and agreements given or made
by the Target Group in this Agreement, the Target Disclosure Letter or any
exhibit, schedule or certificate to, or delivered in connection with, this
Agreement, (B) any of the matters described in Sections 6.02(f) and
6.02(g)(xx) of the Target


 


50

















 


Disclosure
Letter, (C) payment obligations under NPI’s or Target’s deferred
compensation plan, pension plan, severance obligations and retirement
obligations including, but not limited to, the Dollenberg Retirement
Obligations, (D) any misrepresentation or breach by NPI under the Exchange
Agreement, (E) any continuing liability in connection with the loans as
more particularly described in Section 6.02(j)(viii) and Section 6.02(k) of
the Target Disclosure Letter but excluding any continuing liability in connection
with the Office Assumed Loans and (F) guarantees signed by Target with
respect to loans relating to the Retail Properties (the “Retail Loan Guarantees”).  The Escrow Fund shall be the security for
this indemnity obligation subject to the limitations in this Agreement.


 


(ii)           Acquiror and Target each acknowledge
that such Damages, if any, would relate to unresolved contingencies existing at
the Effective Time, which if resolved at the Effective Time would have led to a
reduction in the total number of shares of Merger Consideration that Acquiror
would have agreed to issue in connection with the Merger.  Following the Effective Time, the right to
obtain indemnification from the Escrow Fund, pursuant to the indemnification
provisions of this Section 7.07 and the Share Escrow Agreement
shall be Acquiror’s exclusive remedy for any breach by Target hereof or Damages
described in Section 7.07(b)(i); provided,
however, that the foregoing shall not limit liability of any Person
or entity in the case of fraud or any intentional misrepresentation by such
Person or entity.


 


(iii)          Acquiror may not receive any Escrow
Shares from the Escrow Fund unless and until the Claims Notice specifying an
aggregate amount of Damages incurred by Acquiror in excess of Five Hundred Thousand
Dollars ($500,000) (the “Indemnity
Threshold”) have been delivered to the Share Escrow Agent as
provided in Section 7.07(d) and such amount is determined
pursuant to this Section 7.07 to be payable, after which Acquiror
shall receive Escrow Shares for the amount of any Damages in excess of the
Indemnity Threshold.  In determining the
amount of any Damage attributable to a breach, any materiality standard
contained in a representation, warranty or covenant of Target shall be
disregarded.


 


(iv)          The Indemnity Threshold shall not
apply to any Claims Notice (A) regarding the payment of any Transfer
Taxes, (B) arising out of matters described in Sections 6.02(f) and
6.02(g)(xx) of the Target Disclosure Letter whereby Acquiror
sustains actual Damages not reimbursed by insurance, (C) relating to
payment obligations under NPI’s or Target’s deferred compensation plan, pension
plan, severance obligations and retirement obligations including, but not
limited to, the Dollenberg Retirement Obligations, (D) any misrepresentation
or breach by NPI under the Exchange Agreement, (E) arising out of any
continuing liability in connection with the loans as more particularly
described in Section 6.02(j)(viii) and Section 6.02(k) of
the Target Disclosure Letter but excluding any continuing liability in
connection with the Office Assumed Loans or (F) regarding the Retail Loan
Guarantees.


 


(c)                                  Escrow Period.  The escrow period (the “Escrow Period”)
shall terminate at 11:59 p.m. Eastern Standard Time on the thirty-six (36)
month anniversary of the Closing Date; provided,
however, that a portion of the Escrow Fund, which is necessary to
satisfy any unpaid fees due to the Share Escrow Agent and any unsatisfied
claims specified in any Claims Notice theretofore delivered to the Share Escrow
Agent prior to termination of the Escrow Period with respect to facts and
circumstances existing prior to expiration of the Escrow Period, shall remain
in the Escrow Fund until such claims have been resolved and such fees have been
paid.  Promptly after the Effective


 


51

















 


Time, Acquiror shall deliver to the Share Escrow
Agent a certificate specifying the Closing Date.


 


(d)                                 Claims Upon Escrow Fund.


 


(i)                                     Upon receipt by the Share Escrow Agent on or before the last day of the
Escrow Period of a certificate signed by any officer of Acquiror (a “Claims Notice”):


 


(A)          stating that Damages exist in an
aggregate amount greater than the Indemnity Threshold; and


 


(B)          specifying in reasonable detail the
individual items included in the amount of Damages in such claim, the date each
such item was paid, properly accrued or arose and the nature of the
misrepresentation, breach of warranty or claim to which such item is related,


 


the
Share Escrow Agent shall set aside Escrow Shares having a value equal to the
amount of Damages in excess of the Indemnity Threshold.


 


(ii)                                  Upon the
earliest of:  (A) receipt of written
authorization from the Stockholders’ Agent or from the Stockholders’ Agent
jointly with Acquiror to make such delivery, (B) receipt of written notice
of a final decision in arbitration of the claim, or (C) in the event the
claim set forth in the Claims Notice is uncontested by the Stockholders’ Agent
as of the close of business on the next Business Day following the fifteenth
(15th) day following receipt by the Share Escrow Agent of the Claims Notice; on
the next Business Day, the Share Escrow Agent shall deliver the Escrow Shares
or the portion of Escrow Shares set aside pursuant to Section 7.07(d)(i) to
Acquiror.


 


(iii)                               For the purpose
of compensating Acquiror for its Damages pursuant to this Agreement, the Escrow
Shares in the Escrow Fund shall be valued at the last reported sale price of an
Acquiror Common Share on the NYSE on the Business Day prior to the date such
claim is paid.


 


(e)                                  Objections to
Claims.  At the time of delivery of any
Claims Notice to the Share Escrow Agent, a duplicate copy of such Claims Notice
shall be delivered to the Stockholders’ Agent and for a period of fifteen (15)
days after such delivery to the Share Escrow Agent of such Claims Notice, the
Share Escrow Agent shall make no delivery of Escrow Shares pursuant to Section 7.07
unless and until the Share Escrow Agent shall have received written
authorization from the Stockholders’ Agent to make such delivery.  After the expiration of such fifteen (15) day
period, the Share Escrow Agent shall make delivery of the Escrow Shares in
accordance with Section 7.07, provided,
that no such payment or delivery may be made if the Stockholders’ Agent shall
object in a written statement to the claim made in the Claims Notice, and such
statement shall have been delivered to the Share Escrow Agent and to Acquiror
prior to the expiration of such fifteen (15) day period.


 


52

















 


(f)                                   Resolution of Conflicts; Arbitration.


 


(i)            In case the Stockholders’ Agent shall so object in
writing to any claim or claims by Acquiror made in any Claims Notice, Acquiror
shall have fifteen (15) days after receipt by the Share Escrow Agent of an
objection by the Stockholders’ Agent to respond in a written statement to the
objection of the Stockholders’ Agent.  If
after such fifteen (15) day period there remains a dispute as to any claims,
the Stockholders’ Agent and Acquiror shall attempt in good faith for thirty
(30) days to agree upon the rights of the respective parties with respect to
each of such claims.  If the Stockholders’
Agent and Acquiror should so agree, a memorandum setting forth such agreement
shall be prepared and signed by both parties and shall be furnished to the
Share Escrow Agent.  The Share Escrow
Agent shall be entitled to rely on any such memorandum and shall distribute the
Escrow Shares from the Escrow Fund in accordance with the terms thereof.


 


(ii)           If
no such agreement can be reached after good faith negotiation, either Acquiror
or the Stockholders’ Agent may, by written notice to the other, demand
arbitration of the matter unless the amount of the damage or loss is at issue
in pending litigation with a third party, in which event arbitration shall not
be commenced until such amount is ascertained or both parties agree to
arbitration; and in either such event the matter shall be settled by
arbitration conducted by three arbitrators. 
Within fifteen (15) days after such written notice is sent, Acquiror and
the Stockholders’ Agent shall each select one arbitrator, and the two
arbitrators so selected shall select a third arbitrator.  The decision of the arbitrators as to the
validity and amount of any claim in such Claims Notice shall be binding and
conclusive upon the parties to this Agreement, and notwithstanding anything in
this Section 7.07, the Share Escrow Agent shall be entitled to act
in accordance with such decision and make or withhold payments out of the Escrow
Fund in accordance therewith.


 


(iii)          Judgment
upon any award rendered by the arbitrators may be entered in any court having
jurisdiction.  Any such arbitration shall
be held in Howard County, Maryland under the commercial rules then in
effect of the American Arbitration Association and applying the laws of the
State of Maryland.  Acquiror, on the one
hand, and Target Stockholders, on the other hand, shall each bear its/their own
expenses (including attorneys’ fees and expenses) incurred in connection with
any such arbitration.  In the event the
arbitrator or arbitrators find in favor of Acquiror as to the claim in dispute,
all fees, costs, and the reasonable expenses of legal counsel incurred by
Acquiror will be charged against the Escrow Fund in addition to the amount of
the disputed claim.  Similarly, in the
event the arbitrator or arbitrators find in favor of Target as to the claim in
dispute, all fees, costs, and the reasonable expenses of legal counsel incurred
by Target will be paid by Acquiror.  The
fees and expenses of each arbitrator and the administrative fee of the American
Arbitration Association shall be allocated by the arbitrator or arbitrators, as
the case may be (or, if not so allocated, shall be borne equally by Acquiror,
on the one hand, and Target Stockholders, out of the Escrow Fund, on the other
hand).


 


53
















 


(g)                                  Stockholders’ Agent


 


(i)            The Liquidating Trust shall be constituted and appointed
as the Stockholders’ Agent for and on behalf of the Target Stockholders to
execute and deliver the Share Escrow Agreement and for all other purposes
thereunder, to give and receive notices and communications, to authorize
delivery of Escrow Shares from the Escrow Fund in satisfaction of claims by
Acquiror, to object to such deliveries, to agree to, negotiate, enter into
settlements and compromises of, and demand arbitration and comply with orders
of courts and awards of arbitrators with respect to such claims, and to take
all actions necessary or appropriate in the judgment of the Stockholders’ Agent
for the accomplishment of the foregoing. 
Such agency may be changed by the holders of a majority in interest of
the Escrow Fund from time to time upon not less than ten (10) days’ prior
written notice to all of Target Stockholders and to Acquiror.  No bond shall be required of the Stockholders’
Agent, and the Stockholders’ Agent shall receive no compensation for his
services.  Notices or communications to
or from the Stockholders’ Agent shall constitute notice to or from each of
Target Stockholders.


 


(ii)           The Stockholders’ Agent shall not be
liable for any act done or omitted hereunder as Stockholders’ Agent while
acting in good faith, and any act done or omitted pursuant to the advice of
counsel shall be conclusive evidence of such good faith.  Target Stockholders shall severally indemnify
the Stockholders’ Agent and hold him harmless against any loss, liability or
expense incurred without bad faith on the part of the Stockholders’ Agent and
arising out of or in connection with the acceptance or administration of his
duties hereunder.


 


(h)                                 Actions of the Stockholders’ Agent.  A decision, act, consent or instruction of
the Stockholders’ Agent shall constitute a decision of all of Target
Stockholders and shall be final, binding and conclusive upon each and every
Target Stockholder, and the Share Escrow Agent and Acquiror may rely upon any
decision, act, consent or instruction of the Stockholders’ Agent as being the
decision, act, consent or instruction of each and every Target
Stockholder.  The Share Escrow Agent and
Acquiror are hereby relieved from any liability to any person for any acts done
by them in accordance with such decision, act, consent or instruction of the
Stockholders’ Agent.


 


(i)                                     Third-Party
Claims.  In the event that Acquiror
becomes aware of a third-party claim which Acquiror believes may result in a
demand against the Escrow Fund, Acquiror shall promptly notify the Stockholders’
Agent of such claim, and the Stockholders’ Agent and Target Stockholders shall
be entitled, at their expense, to participate in any defense of such
claim.  Acquiror shall have the right in its
sole discretion to settle any such claim; provided,
however, that Acquiror may not effect the settlement of any such
claim without the consent of the Stockholders’ Agent, which consent shall not
be unreasonably withheld.  In the event
that the Stockholders’ Agent has consented to any such settlement, the
Stockholders’ Agent shall have no power or authority to object under Section
7.07(e) or any other provision of this Section 7.07 to any claim by
Acquiror against the Escrow Fund for indemnity in the amount of such
settlement.


 


54

















 


(j)            The provisions of this Section
7.07 shall not be terminated or modified in such a manner as to adversely
affect any indemnitee to whom this Section 7.07 applies without the
consent of such affected indemnitee and are intended to be for the benefit of,
and will be enforceable by, each indemnified party, his or her heirs and his or
her legal representatives.


 


(k)           Additional Escrow Shares. The Additional Escrow Shares shall be held by
the Share Escrow Agent pursuant to the terms of the Additional Share Escrow
Agreement.


 


7.08.                     Intentionally Deleted.


 


7.09.                     Transfer Taxes.


 


Acquiror
shall be liable for all Transfer Taxes (including any such taxes imposed
post-Closing) applicable to any transfers relating to the properties set forth
in Section 7.09(a) of the Target Disclosure Letter.  Target and Acquiror shall each be liable for
one-half of all Transfer Taxes (including any such taxes imposed
post-Closing) applicable to any transfers relating to the properties set forth
in Section 7.09(b) of the Target Disclosure Letter.  Target shall be liable for all Transfer
Taxes (including any such taxes imposed post-Closing) applicable to any
transfers relating to the properties set forth in Section 7.09(c) of the
Target Disclosure Letter.  Target and
Acquiror shall each be liable for one-half of all Transfer
Taxes (including any such taxes imposed post-Closing) applicable to any
transfers effectuated pursuant to the transactions contemplated in the
PSA.  Notwithstanding the foregoing, in
no event shall liability under this Section 7.09 extend to any transfers
taking place after the Effective Time.


 


7.10.                     Additional Acknowledgement #2.  Upon
the closing of the Retail Transaction, the Liquidating Trust shall deliver to
the Surviving Entity a copy of the Additional Acknowledgement #2 by P. Douglas
Dollenberg in the form attached hereto as Exhibit P.


 


7.11.                     Lender’s Approval.


 


(a)           The current loan documents evidencing the Office Assumed
Loans are listed in Section 7.11 of the Target Disclosure Letter (the “Loan Documents”).


 


(b)           Target and Acquiror, with due diligence and in good faith,
shall cooperate to attempt to obtain for the benefit of Acquiror, Acquiror OP
and Merger Subsidiary legally binding letters or agreements, effective through
the Closing Date, from the lenders who hold Office Assumed Loans and, if
required, any nationally recognized rating agencies (if any) required by such
lenders (the “Rating Agencies”), approving the transactions contemplated by this Agreement, to the
extent applicable to the Office Assumed Loans, setting forth the amount of
principal and interest outstanding as of the Closing Date, stating that there
has not been, and there does not currently exist, any default under any of the
Loan Documents and thereafter with due diligence and in good faith shall
cooperate to consummate the closing of the Office Assumed Loans (each, a


 


55

















 


“Lender’s Approval”).  All documentation to be signed
by Target Group, Acquiror or Acquiror OP in connection with any Lender’s
Approval shall be subject to Acquiror’s prior written consent, not to be
unreasonably withheld.  Target shall pay
(i) any assumption fee under the Loan Documents, (ii) the consent fee charged
by the servicer and lenders, (iii) the legal fees of the servicer and lenders
in connection with Lender’s Approval, (iv) any and all other fees and costs of
the servicer, the lenders, and the Rating Agencies relating to Lender’s
Approval including all structural, environmental, inspection, administrative,
flood determination, insurance review and credit review fees of the servicer,
the lenders, and the Rating Agencies relating to Lender’s Approval or otherwise
relating to the Office Assumed Loans (the “Assumption Fees”).  On the Closing Date if the
Transaction is consummated, Acquiror shall reimburse Target for the Assumption
Fees.


 


(c)           Acquiror shall use its commercially reasonable efforts to
obtain a release of NPI and Nottingham Investment Company from guarantees
and/or indemnities for obligations accruing under the Office Assumed Loans from
and after the date of assumption of the Office Assumed Loans.


 


7.12.                     Termination of Management Agreements.


 


Prior
to the Effective Time, Target shall terminate those property management
agreements listed in Section 7.12 of the Target Disclosure Letter.


 


7.13.                     Short Term Loan.


 


No
later than one (1) Business Day prior to the Closing Date, Target shall obtain
the Short Term Loan and will sign the Short Term Loan Documents as may be
reasonably requested by Wachovia Bank, N.A. or Acquiror.  The Short Term Loan Documents shall be
subject to Acquiror’s prior written approval, which may be withheld in its
reasonable discretion.  The proceeds of
the Short Term Loan will be used to repay in full the Existing Office
Indebtedness and certain other obligations of Target.  All liens securing the Existing Office
Indebtedness shall be released at the time of the closing of the Short Term
Loan.  The Short Term Loan may be secured
by a lien on the ownership interests of Target or Target Subsidiaries, provided that such lien is released upon
the guaranty by Acquiror OP of the Short Term Loan.


 


7.14.                     Tenant Improvements.


 


Target
shall use commercially reasonable efforts to complete all tenant improvement
work with respect to the Pre-LOI Leases required to be performed at the
commencement of the lease term (the “Pre-LOI TI Work”) prior to the Effective
Time.  If such work shall not be
completed prior to the Effective Time, Target will enter into contracts with
third parties, subject to Acquiror’s prior written approval, to complete such
work.  Target will enter into contracts
with third parties, subject to Acquiror’s prior written approval, for all
tenant improvements with respect to Target Properties Leases which are not
Pre-LOI Leases.


 


56

















 


7.15.                     Sewer System Escrow.


 


Upon
the completion of all work to the Sewer System (as defined in the Acquisition
Agreement), in the event any unspent funds remain in the escrow under such
Acquisition Agreement (which agreement calls for the such remaining funds to be
equally split between Honeygo Run Reclamation Center, Inc. and Target),
Acquiror shall transmit all of the funds it receives from such escrow to the
Liquidating Trust promptly upon receipt of such funds.  Except as set forth in Section 8.04(viii)
hereof, Acquiror shall not be responsible for the reimbursement to Target, any
Target Subsidiary or the Liquidating Trust of any money spent as of the Closing
Date on the Sewer System.


 


ARTICLE VIII.

ADDITIONAL AGREEMENTS


 


8.01.                     Inspection of the Target Properties.


 


(a)           Right of Inspection.  Acquiror shall have the right, at its own
risk, cost and expense, at any time prior to Closing during normal business
hours (i.e. Monday through Friday from 9:00 a.m. to 5:00 p.m. - federal
holidays excepted) upon not less than forty-eight (48) hours prior notice to
Target, and subject to the approval of the tenants under the Target Properties
Leases with respect to any entry into the leased premises, to enter, or cause
its agents or representatives to enter, upon any of the Target Properties for
the purpose of making surveys, tests, test borings, inspections, investigations
and architectural, structural, economic, environmental and other studies of any
of the Target Properties as Acquiror may deem desirable.  Target agrees that it shall reasonably
cooperate with Acquiror in connection with any other information regarding the
Target Properties reasonably requested by Acquiror and will provide or make
available such information during the Inspection Period and at all periods
thereafter through the Closing to the extent in Target’s possession.  Acquiror shall, at Acquiror’s sole cost and
expense, promptly and fully restore any damage or destruction to any of the
Target Properties occurring as a result of any act or omission of Acquiror by
reason of such tests, studies or investigations.  Acquiror shall indemnify, defend and hold
Target harmless from and against all loss, cost, damage or claim (including
attorneys’ fees reasonably incurred, court costs and costs of investigation)
arising out of or resulting from Acquiror’s exercise of the right and privilege
granted to Acquiror contained in this Section 8.01, and the undertakings
contained in this Section 8.01 shall survive Closing or prior
termination of this Agreement.


 


(b)           Inspection Period.  Acquiror shall have the period commencing on
the date hereof and ending at 5:00 p.m. Eastern Time on December 21, 2006 (the “Inspection Period”)
to inspect the Target Properties and to conduct such tests and investigations
as it deems advisable in order to determine that the Target Properties can be
used for Acquiror’s intended use.  If,
during the Inspection Period, Acquiror is not reasonably satisfied with its
findings thereof or for any other reason whatsoever, Acquiror shall notify
Target in writing (prior to the expiration of the Inspection Period) in which
event:


 


57

















 


(i)            the Deposit shall be returned to Acquiror; and


 


(ii)           this
Agreement shall be terminated in accordance with the provisions of Article X
hereof.


 


It
is expressly recognized and agreed by the parties that following expiration of
the Inspection Period, Acquiror shall be deemed to have waived its termination
right under this Section 8.01.  If
this Agreement is terminated by Target pursuant to Section 10.01(d)(i),
the Cash Escrow Agent shall pay the Deposit to Target as Target’s final
liquidated damages (it being understood that Target’s actual damages in the
event of such default are difficult to ascertain and that such proceeds
represent the parties’ best current estimate of such damages).  Conversely, if this Agreement is terminated
for any other reason whatsoever, the Deposit shall be promptly paid by the Cash
Escrow Agent to Acquiror.


 


8.02.       Prepayment of Indebtedness.


 


After
obtaining Acquiror’s prior written consent, Target shall prepay the Existing
Office Indebtedness listed in Section 8.02 of the Target Disclosure
Letter prior to Closing, using a portion of the proceeds of the Short Term
Loan, which Existing Office Indebtedness is secured by the properties listed in
Section 8.02 of the Target Disclosure Letter, and in connection
therewith shall pay all accrued interest, prepayment penalties and other
charges related thereto or in connection therewith.


 


8.03.       Acquisition of Joint Venture
Interests; Disposal of Properties.


 


Prior
to or concurrently with the Closing, Target shall have taken all actions
necessary to (i) acquire the outstanding equity interests in the Target Joint
Ventures not owned by Target and (ii) dispose of the real estate
properties and related entities owned by Target which hold assets other than
the Target Properties or the Retail Properties.


 


8.04.       Prorations and Adjustments.


 


This
Section 8.04 applies to the Merger Closing Properties.  At Closing, accounts payable, rents (to the
extent prepaid), all real and personal property taxes, water rents, sewer
charges, electric and other utility charges, fuel if any, operating expenses,
wages, any special assessments, if any, and other similar charges affecting the
Merger Closing Properties and all utility charges, if any, shall be adjusted
and prorated as of midnight of the day prior to the Closing Date (the “Closing Adjustment Time”).  All other charges or fees customarily
prorated and adjusted in similar transactions shall be adjusted as of the
Closing Adjustment Time.  All rent (other
than prepaid rent) received from the tenants of the Merger Closing Properties
shall be adjusted (prorated) as of the Closing Adjustment Time and paid in
accordance with the following provisions, together with the following
adjustments:


 


(i)            Following receipt of the monthly installment of basic
rent under any of the Merger Closing Properties Leases attributable to the
month in which the


 


58

















 


Closing occurs, such installment shall be adjusted
as of the Closing Adjustment Time, with the Target Stockholders being entitled to
the portion thereof attributable to the period of the month immediately
preceding the Closing Date and Acquiror entitled to the balance of such monthly
installment.  Acquiror shall use
commercially reasonable efforts to seek to collect unpaid rents and other
amounts attributable to the period prior to the Closing Adjustment Time.


 


(ii)           Acquiror shall be entitled to all
basic rent and other sums due under any of the Merger Closing Properties Leases
as of the Closing Adjustment Time with the exception of (a) common area
maintenance (CAM) and real estate tax reimbursements attributable to periods
prior to the Closing Adjustment Time; (b) the basic rent for the Closing month
to which an Acquiror is entitled under (i) above, and (c) rental
arrearages for periods preceding the Closing Adjustment Time, and (d) rents
received from tenants prior to the Closing Adjustment Time which relate to
periods prior to the Closing Adjustment Time. 
Annual CAM and tax reimbursements, which are payable by the tenant on an
annual basis after the conclusion of each calendar year, will be adjusted as of
the Closing Adjustment Time, with the Target Stockholders being entitled to the
portion thereof attributable to the period of the year immediately preceding
the Closing Adjustment Time and the Acquiror being entitled to the balance of
such payment.  Additionally, any tenant
payments for special services which were specifically billed by Target or one
of its Affiliates prior to the Closing Adjustment Time shall be owed to the
Target Stockholders.  All CAM payments
from tenants received by Target or Target Subsidiaries which relate to periods
after the Closing Adjustment Time shall be credited to Acquiror at Closing.


 


(iii)          All
security deposits under the Merger Closing Properties Leases (excluding letters
of credit posted as security deposits as listed in Section 8.04(iii) of
the Target Disclosure Letter) and rents received by Target and Target
Subsidiaries which relate to periods after the Closing Adjustment Time shall be
credited to Acquiror at Closing.  Letters
of credit posted as security deposits as listed in Section 8.04(iii) of
the Target Disclosure Letter shall be assigned to Acquiror at Closing.


 


(iv)          All
Leasing Commissions and tenant improvements with respect to the Target Properties
Leases signed after September 6, 2006 shall be assumed by Acquiror.  All Pre-LOI Leasing Commissions and Pre-LOI
TI Work shall be the obligation of the Target. 
Any such unpaid amounts with regard to the Pre-LOI Leases as of the
Closing Date, together with the estimated cost to complete the Pre-LOI TI Work
after the Closing, shall be credited to Acquiror at Closing.  To the extent Target has paid the Leasing
Commissions and tenant improvements for leases signed after September 6, 2006,
Target Stockholders shall receive a credit at Closing.


 


(v)           Acquiror
will be credited at Closing for an amount equal to any casualty insurance
deductibles and uninsured losses relating to casualties which may have occurred
at the Merger Closing Properties prior to the Closing.


 


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(vi)          If
Acquiror collects any unpaid or delinquent rents relating to the Merger Closing
Properties after the Closing Adjustment Time, Acquiror shall deliver to the
Liquidating Trust the rent to which the Liquidating Trust is entitled relating
to the period prior to the Closing Adjustment Time.  All rents relating to the Merger Closing
Properties received by Acquiror after the Closing Adjustment Time shall be
applied first to current and then delinquent rent in the inverse order of
maturity.


 


(vii)         An
amount equal to the Retained LC Amount shall be credited to Acquiror at Closing
pursuant to Section 8.08.


 


(viii)        Acquiror
shall credit to Target Stockholders at Closing any money spent by Target with
respect to the Sewer System (as such term is defined in the Acquisition
Agreement) on or after September 6, 2006.


 


(ix)          Intentionally
Deleted.


 


(x)           If
there are any liens or encumbrances applicable to Target Properties other than
Permitted Liens, as of Closing, the amount to discharge such liens and
encumbrances shall be credited to Acquiror at Closing.


 


(xi)          If
there shall be a breach of any of the representations, warranties, covenants or
agreements made by Target herein and Target fails to cure such breach by the
Outside Date, or if there shall be any outstanding liabilities or obligations
of Target, Target Subsidiaries, NPI Exchange Entities or NPI Entities as of the
Effective Time other than the Office Assumed Loans, the Short Term Loan, the
Scheduled Contracts and the Target Properties Leases, the amount of the
aggregate Damages resulting from such breach or such outstanding liabilities or
obligations in excess of Two Hundred Fifty Thousand Dollars ($250,000) shall be
credited to Acquiror at Closing.


 


(xii)         The
fees payable to the Share Escrow Agent shall be equally split by Target
Stockholders and Acquiror and paid at Closing.


 


(xiii)        Any
unpaid amounts due by Target as of the Effective Time as described in Section
6.02(i)(ii) of the Target Disclosure Letter shall be credited to Acquiror
at Closing.  Any refund of prior property
taxes owed to Target as of the Effective Time (net of any attorneys’ fees),
pursuant to a successful appeal, shall be credited to Target Stockholders at
Closing.


 


(xiv)        Any
costs to rectify overstressed joints pursuant to, and in accordance with,
paragraph three of Section 6.02(g)(iv) of the Target Disclosure Letter
shall be credited to Acquiror at Closing, to the extent such costs were not
paid by Target prior to Closing.


 


All
adjustment items (collectively, the “Closing Adjustments”) shall be resolved by
the parties in good faith at least five (5) Business Days prior to the Closing
Date.  To the extent that the Closing
Adjustments result in a net payment due to Target Stockholders, immediately
prior to the Effective Time, the Merger Consideration shall be increased as


 


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set
forth in Section 4.01.  To the
extent that the Closing Adjustments result in a net payment due by the Target
Stockholders, immediately prior to the Effective Time, the Merger Consideration
shall be decreased as set forth in Section 4.01.  The net payment either due to or due by the
Target Stockholders is referred to as the “Closing Adjustment Amount”.


 


8.05.       Articles Supplementary.


 


Acquiror
shall take all necessary actions to approve and file with the SDAT the Articles
Supplementary prior to the Effective Time.


 


8.06.       Intellectual Property.


 


The
parties hereto agree that the Target Stockholders retain the exclusive rights
to use of the word “Nottingham” except that Acquiror will be granted a license
to use the names “Nottingham Ridge,” “Nottingham Centre” and “Nottingham Center”
with respect to those properties, in the form attached hereto as Exhibit E
(the “License Agreement”).


 


8.07.       COBRA Agreements.


 


On
and after the Effective Time, Acquiror shall provide applicable notices and
continuing health coverage that satisfies COBRA to Ronald Heagy, Bruce Campbell
III,  John Auer and Deborah Sellmayer (and members of their family), to
individuals who are within their COBRA election period as of the Effective
Time, and to employees of NPI (and members of their family) terminated in
connection with the Retail Transaction but only with respect to the NPI Group
Health Plan and only if such Retail Transaction is consummated within sixty
(60) days of the Closing hereunder. 
Acquiror’s obligation, however, does not include the assumption of any
other liability with respect to NPI’s employee benefit plans and does not
extend to any other obligation or liability under COBRA.  NPI shall indemnify Acquiror, Acquiror OP and
Merger Subsidiary with respect to any such non-assumed obligations and
liabilities, pursuant to the agreement described in Section 9.05(f) of this
Agreement.


 


8.08.       Certain Agreements.


 


As
of the Effective Time, Acquiror shall assume the obligations of Target or its
Affiliates under each of the public works agreements, utility
agreements and permits relating to the Target Properties Escrow LCs and
the Target Properties LCs.   At the Closing, Acquiror shall receive a
credit against the Merger Consideration equal to the sum of the amount
outstanding under the Target Properties Escrow LCs as of the Effective Time
(the “Retained LC Amount”).  Acquiror OP shall use its commercially
reasonable efforts to arrange for the Target Properties Escrow LCs to be
released or terminated once the work which is secured by the Target Properties
Escrow LCs shall have been completed (the “Outstanding Work”).  Target will use its commercially reasonable
efforts to complete all Outstanding Work prior to Closing.  To the extent that any such Outstanding Work
is not completed prior to Closing, Acquiror shall use its commercially
reasonable efforts to complete such Outstanding Work.  At any time and


 


61

















 


from
time to time as a Target Properties Escrow LC is terminated or released,
Acquiror will pay to the Liquidating Trust the amount of the outstanding
balance of such Target Properties Escrow LC less the documented amount paid by
Acquiror or Acquiror OP to complete the Outstanding Work or to correct any
defective Outstanding Work related to such Target Properties Escrow LC.


 


8.09.                     Reciprocal Release.


 


Prior
to the Closing, Target and NPI will enter into the Reciprocal Release.


 


8.10.                     Lockbox.


 


Prior
to Closing, Target shall close its lockbox that was previously established for
the receipt of rents attributable to the Target Properties.


 


8.11.                     Final Tax Returns.


 


Target
shall prepare its final income tax return at its own expense subject to
Acquiror’s prior written approval.


 


8.12.                     Insurance Proceeds.


 


All
insurance proceeds with respect to the Target Properties, regardless of the
amount, shall remain the property of Target and Target Subsidiaries.  Thus, Target Stockholders shall not be
entitled to any such insurance proceeds in the event of a casualty at the
Target Properties or a claim that arose with respect to the Target Properties.


 


8.13.                     Satisfaction of Dollenberg Retirement
Obligations.


 


Prior
to the Closing, NPI and Target will establish a trust to which they shall pay
the funds due to P. Douglas Dollenberg to satisfy the Dollenberg Retirement
Obligations.


 


ARTICLE IX.

CONDITIONS TO CONSUMMATION OF THE TRANSACTION AND CLOSING

DELIVERIES


 


9.01.                     Conditions to the Obligations of Each Party.


 


The
obligations of each party to effect the Merger shall be subject to the
satisfaction, at or prior to the Closing, of the following conditions:


 


(a)           Target Stockholder Approval.  This Agreement and the Transaction shall have
been approved and adopted by the requisite affirmative vote of the Target
Stockholders in accordance with the MGCL and the Target Charter.


 


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(b)           No Order.  No
Governmental Authority in the United States shall have enacted, issued,
promulgated, enforced or entered any Law (whether temporary, preliminary or
permanent) which is then in effect and has the effect of making the Transaction
illegal or otherwise restricting, preventing or prohibiting consummation of the
Transaction.


 


(c)           Governmental Approvals.  All required approvals of Governmental
Authorities, if any, shall have been obtained.


 


(d)           Lender’s Approval. 
All required Lender’s Approval of the Target Group, if any, shall have
been obtained.


 


9.02.                     Conditions to the Obligations of Acquiror,
Acquiror OP and Merger Subsidiary.


 


The
obligations of Acquiror and Merger Subsidiary to consummate the Transaction are
subject to the satisfaction or waiver (where permissible) of the following additional
conditions:


 


(a)           Representations and Warranties.  The representations and warranties of Target
in this Agreement that (i) are not made as of a specific date shall be true and
correct as of the date of this Agreement and as of the Closing, as though made
on and as of the Closing, and (ii) are made as of a specific date shall be true
and correct as of such date, in each case, except where the failure of all
representations or warranties to be true and correct in the aggregate is not
reasonably likely to result in a Target Material Adverse Effect.  Notwithstanding the foregoing, in determining
whether a cumulative Target Material Adverse Effect has occurred at Closing for
the purposes of this Section 9.02(a), any limitation as to materiality
or Target Material Adverse Effect in a representation or warranty shall be
disregarded.


 


(b)           Agreements and Covenants.  Target shall have delivered all of the items
listed in Section 9.04, and otherwise have performed, in all material
respects, all obligations and complied with, in all material respects, all
agreements and covenants to be performed or complied with by it under this
Agreement on or prior to the Closing.


 


(c)           Material Adverse Effect.  Since the date of this Agreement, there shall
have occurred no change, event or circumstance which, individually, or in the
aggregate, is reasonably likely to result in a Target Material Adverse Effect.


 


(d)           Existing Indebtedness.  All of the Existing Office Indebtedness shall
have been repaid and the only indebtedness of Target and Target Subsidiaries as
of the Effective Time shall be the Assumed Loans and the Short Term Loan, the
only indebtedness of the Retail Entities as of the Effective Time shall be the
Existing Retail Indebtedness, and the amounts due under the Existing Retail
Indebtedness, Short Term Loan and Assumed Loans shall not exceed $129,648,266.


 


63
















 


(e)           Officer’s Certificate.  Target shall have delivered to Acquiror a
certificate, dated the date of the Closing, signed by the President or any Vice
President of Target, certifying as to the satisfaction of the conditions
specified in this Section 9.02, and including as an exhibit a
Target Disclosure Letter updated as of the Closing Date.


 


(f)            Tenant Estoppels.  At least one (1) Business Day prior to
the Closing Date, Target shall have delivered to Acquiror the tenant estoppel
certificates in the form attached hereto as Exhibit J executed by
those tenants listed in Section 9.02(f) of the Target
Disclosure Letter, free from material adverse disclosures not previously
disclosed to Acquiror.


 


(g)           Office Assumed Loan Documents.  The Office Assumed Loan Documents shall have
been fully executed and delivered to Acquiror.


 


(h)           Corporate Dissolutions.  Prior to the Effective Time, Target shall
have dissolved the corporations listed in Section 9.02(h) of
the Target Disclosure Letter.


 


(i)              Stock Distribution.  Prior to the Effective Time, Target shall
have caused all of the outstanding stock in each of NVI Communities, Inc.
and Village Ventures, Inc. to be distributed to the Liquidating Trust.


 


(j)            Assignment of Insurance Loans.  Prior to the Effective Time, Target shall
have transferred all of its rights and obligations relating to the officers
life insurance policies and loans as listed in Section 9.02(j) of
the Target Disclosure Letter to the Liquidating Trust.


 


9.03.                     Conditions to the Obligations of Target.


 


The
obligations of Target to consummate the Merger are subject to the satisfaction
or waiver (where permissible) of the following additional conditions:


 


(a)           Representations and Warranties.  The representations and warranties of
Acquiror, Acquiror OP and Merger Subsidiary in this Agreement that (i) are
not made as of a specific date shall be true and correct as of the date of this
Agreement and as of the Closing, as though made on and as of the Closing, and (ii) are
made as of a specific date shall be true and correct as of such date, in each
case, except where the failure of such representations or warranties to be true
and correct in the aggregate is not reasonably likely to result in an Acquiror
Material Adverse Effect.  Notwithstanding
the foregoing, in determining whether a cumulative Acquiror Material Adverse
Effect has occurred at Closing for the purposes of this Section 9.03(a),
any limitation as to materiality or Acquiror Material Adverse Effect in a
representation or warranty shall be disregarded.


 


(b)           Agreements and Covenants.  Acquiror, Acquiror OP and Merger Subsidiary
shall have performed, in all material respects, all obligations or complied
with, in all material respects, all agreements and covenants to be performed or
complied with by them under this Agreement on or prior to the Closing.


 


64

















 


(c)           Intentionally Deleted.


 


(d)           Articles Supplementary.  The Articles Supplementary shall have been
approved by the trustees of Acquiror, filed with and accepted by the SDAT and
be in full force and effect.


 


(e)           Material Adverse Effect.  Since the date of this Agreement, there shall
have occurred no change, event or circumstance which, individually, or in the
aggregate, is reasonably likely to result in an Acquiror Material Adverse
Effect.


 


(f)            Officer Certificate.  Acquiror shall have delivered to Target a
certificate, dated the date of the Closing, signed by the President or any Vice
President of Acquiror, certifying as to the satisfaction of the conditions specified
in this Section 9.03.


 


9.04.                     Deliveries by Target.  At
Closing, Target shall execute and deliver or cause to be delivered to Acquiror:


 


(a)           Notices to Tenants substantially in the form attached
hereto as Exhibit F, dated as of the Closing Date, executed by
Target, and complying with applicable statutes in order to relieve Target of
liability for any security deposits (provided the security deposits are paid to
Acquiror), directing tenants to pay all rent due and owing under the Target
Properties Leases to Acquiror or Acquiror’s designated agent;


 


(b)           originals of the Target Properties Leases and copies of
lease files at the Target Properties, and originals of any maintenance and
service contracts that are to be assumed, to the extent any such documents are
in the possession of Target or any Target Subsidiary;


 


(c)           an affidavit that Target is not a “foreign person” in the
form attached as Exhibit G;


 


(d)           maintenance records, equipment manuals and plans and
specifications for the Target Properties, to the extent any such documents are
in the possession of Target or any Target Subsidiary;


 


(e)           keys or combinations to all locks at the Target
Properties, to the extent any such keys or combinations are in the possession
of Target or any Target Subsidiary;


 


(f)            the certificate described in Section 9.02(e);


 


(g)           legal opinions of Gordon, Feinblatt, Rothman, Hoffberger &
Hollander, LLC, dated as of the Closing Date and in the form attached hereto as
Exhibit H;


 


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(h)           the receipt or release from Wachovia
Capital Markets, LLC as described in Section 6.02(n);


 


(i)            an executed settlement sheet;


 


(j)            affidavits required by the Anchor
Title Company in the form attached hereto as Exhibit I;


 


(k)           cross-release and indemnity between
NPI, Acquiror and Target in the form of Exhibit K attached hereto
(the “Reciprocal Release”);


 


(l)            release of guaranties executed by
Target on properties that are not Target Properties or evidence reasonably
satisfactory to Acquiror that the associated loan has been repaid;


 


(m)          certificate of good standing of Target
from the State Department of Assessments and Taxation of the State of Maryland;


 


(n)           estoppels from the community
associations set forth on Section 9.04(n) of the Target
Disclsoure Letter;


 


(o)           tenant estoppels as more particularly
set forth in Section 9.02(f) hereof;


 


(p)           the Office Assumed Loan Documents;


 


(q)           with respect to obligations of Target
to P. Douglas Dollenberg, a receipt evidencing payment of such obligations, a
payoff acknowledgement, a copy of the original promissory note marked cancelled
and paid-in-full and a copy of the returned Target stock certificates;


 


(r)            the First Amendment to Retirement
Agreement by and between P. Douglas Dollenberg, NPI and Target in substantially
the form of Exhibit L attached hereto;


 


(s)            releases from the employees listed
in document #1 under the heading “Employee Benefit Plans of Target” in Section 6.02(o)(ii) of
the Target Disclosure Letter;


 


(t)            evidence of payment of all deferred
management fees owed by Target to NPI;


 


(u)           evidence from Mercantile — Safe
Deposit and Trust Company that there is no balance due under Target’s revolving
line of credit;


 


(v)           the License Agreement (as executed by
the Liquidating Trust);


 


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(w)                               the
Acknowledgement by P. Douglas Dollenberg in substantially the form attached
hereto as Exhibit N; and


 


(x)                                 the Additional
Acknowledgement #1 by P. Douglas Dollenberg in substantially the form attached
hereto as Exhibit O.


 


9.05.                     Deliveries by Acquiror.  At
Closing, Acquiror shall execute and deliver or cause to be delivered to Target:


 


(a)                                 the Merger
Consideration, as more particularly set forth in Section 4.01;


 


(b)                                 certificate of
good standing of Acquiror from the State Department of Assessments and Taxation
of the State of Maryland;


 


(c)                                  the Office
Assumed Loan Documents;


 


(d)                                 legal opinion
of DLA Piper US LLP, dated as of the Closing Date in the form attached hereto
as Exhibit M;


 


(e)                                  the certificate
described in Section 9.03(f);


 


(f)                                   the Reciprocal
Release; and


 


(g)                                  the License
Agreement (as executed by the Surviving Entity).


 


ARTICLE X.

TERMINATION


 


10.01.              Termination.


 


This
Agreement may be terminated at any time prior to the Effective Time in writing
(the date of any such termination, the “Termination Date”):


 


(a)                                 by the mutual written consent of Acquiror and Target;


 


(b)                                 by either Target or the Acquiror upon written notice to the other party,
if:


 


(i)            any Governmental Authority with
jurisdiction over such matters shall have issued a governmental order
permanently restraining, enjoining or otherwise prohibiting the Transaction,
and such governmental order shall have become final and unappealable; provided, however,
that the terms of this Section 10.01(b)(i) shall not be
available to any party (A) unless such party shall have used its
reasonable efforts to oppose any such governmental order or to have such
governmental order vacated or made inapplicable to the Transaction or (B) whose
failure to comply with the terms of this Agreement has been the cause of, or
materially contributed to, such governmental action;


 


67

















 


(ii)           the Transaction shall not have been
consummated on or before February 28, 2007 (the “Outside Date”), unless
the failure to consummate the Transaction on or prior to the Outside Date is
the result of any action or inaction under this Agreement by the party seeking
to terminate the Agreement pursuant to the terms of this Section 10.01(b)(ii);
or


 


(iii)          upon a vote at a duly held meeting (or
at any adjournment or postponement thereof) to obtain the Stockholder Approval,
the Stockholder Approval is not obtained;


 


(c)                                  by Acquiror, upon written notice to Target:


 


(i)            if a Target Material Adverse Effect shall have occured;


 


(ii)           if the Target Board makes a Change in
Recommendation prior to the Target Stockholder Meeting; or


 


(iii)          if Target shall have breached any of
its representations or warranties or failed to perform any of its covenants or
other agreements contained in this Agreement, which breach or failure to
perform (A) would give rise to the failure of a condition set forth in Section 9.02
and (B) is incapable of being cured by Target by the Outside Date or, if
capable of being cured by Target by the Outside Date, Target does not commence
to cure such breach or failure within ten (10) Business Days after its
receipt of written notice thereof from Acquiror and cure such breach or failure
by the Outside Date;


 


(d)                                 by Target, upon written notice to Acquiror, if:


 


(i)            Acquiror shall have breached any of
its representations or warranties or failed to perform any of its covenants or
other agreements contained in this Agreement, which breach or failure to
perform (A) would give rise to the failure of a condition set forth in Section 9.03(a) or
9.03(b) and (B) is incapable of being cured by Acquiror by the
Outside Date or, if capable of being cured by Acquiror by the Outside Date,
Acquiror does not commence to cure such breach or failure within ten (10) Business
Days after its receipt of written notice thereof from Target and cure such
breach or failure by the Outside Date;


 


(ii)           prior to receipt of the Stockholder
Approval, Target (i) receives a Superior Proposal, (ii) resolves to
accept such Superior Proposal, (iii) shall have given Acquiror three (3) Business
Days’ prior written notice of its intention to terminate pursuant to this
provision, and (iv) such proposal continues to constitute a Superior
Proposal taking into account any revised proposal made by Acquiror during such
three (3) Business Day period; provided,
however, that such termination shall not be effective until such
time as payment of the Termination Fee required by Section 10.03(b) shall
have been made by Target; provided, further,
that Target’s right to terminate this Agreement under this Section 10.01(d)(ii) shall
not be available if Target is then in breach of Section 7.04; or


 


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(iii)          the average last reported sale price
on the NYSE of the Acquiror Common Shares over any period of ten (10) consecutive
trading days after the date of this Agreement is less than or equal to $35.00
per share.


 


10.02.              Effect of Termination.


 


In
the event of termination of this Agreement and abandonment of the Merger and the
other transactions contemplated by this Agreement pursuant to and in accordance
with Section 10.01, this Agreement shall forthwith become void and
of no further force or effect whatsoever and there shall be no liability on the
part of any party, or their respective officers, directors, subsidiaries or
partners, as applicable, to this Agreement; provided,
however, that notwithstanding the
foregoing, the covenants and other obligations under this Agreement shall
terminate upon the termination of this Agreement, except that the agreements
set forth in Section 7.03(b), Section 7.06, Section 8.01,
Section 10.03, Section 11.07, Section 11.08
and Section 11.09 shall survive termination indefinitely.  If this Agreement is terminated as provided
herein, all filings, applications and other submissions made pursuant to this
Agreement, to the extent practicable, shall be withdrawn from the agency or
other Person to which they were made.


 


10.03.              Fees and Expenses.


 


(a)           Except as otherwise explicitly set
forth in this Section 10.03 or elsewhere in this Agreement, all
costs and expenses incurred in connection with this Agreement or the
transactions contemplated hereby shall be paid by the party incurring such
expenses, whether or not the transactions contemplated by this Agreement are
consummated.


 


(b)           Target agrees that if this Agreement
shall be terminated by (i) Acquiror pursuant to Section 10.01(c)(ii),
or (ii) Target pursuant to Section 10.01(d)(ii), Target shall pay
to Acquiror an amount equal to $6,500,000 (the “Termination Fee”) in cash upon such
termination.


 


(c)           Target agrees that if this Agreement
shall be terminated by Acquiror or Target pursuant to Section 10.01(b)(iii),
and, (i) prior to the Target Stockholder Meeting, an Acquisition Proposal
shall have been publicly announced that is not subsequently withdrawn, and (ii) concurrently
with such termination or within twelve (12) months following the Termination
Date, Target enters into an agreement with respect to such Acquisition
Proposal, or such Acquisition Proposal is consummated, then Target shall, if
and when such Acquisition Proposal is consummated, pay to Acquiror the
Termination Fee within three (3) Business Days following consummation.


 


(d)           Intentionally Deleted.


 


(e)           Acquiror agrees that if (i) all
conditions to Closing under Section 9.01 and Section 9.02
have been satisfied, (ii) Target has tendered all of its deliveries under Section 9.04,
(iii) Acquiror fails to deliver the closing deliveries set forth in Section 9.05
and (iv) Target therefore terminates this Agreement in accordance with
Section


 


69

















 


10.01(b)(ii),
then Acquiror shall reimburse Target for the full amount of prepayment
penalties under the Existing Office Indebtedness previously paid by Target.  Target acknowledges that if it elects
reimbursement of the prepayment penalties under this Section 10.03(e),
such election shall be its sole remedy, together with payment to it of the
Deposit, upon the termination of this Agreement.


 


(f)            Intentionally Deleted.


 


(g)           If Stockholder Approval is not
obtained prior to the Outside Date, Target shall reimburse Acquiror for the
reasonable fees and expenses of outside auditors for any audit required by Rule 3-14
of Regulation S-X, as promulgated by the SEC, which filing requirement results
from the filing or contemplated filing of the Registration Statement, within
three (3) Business Days after demand by Acquiror.


 


(h)           Intentionally Deleted.


 


(i)            If Acquiror terminates this
Agreement pursuant to Section 10.01(c)(i) or Section 10.01(c)(iii),
Target shall reimburse Acquiror for Acquiror’s reasonable costs and expenses
(including reasonable attorney’s fees) in connection with this Transaction, not
to exceed One Million Dollars ($1,000,000), within three (3) Business Days
after demand by Acquiror.


 


ARTICLE XI.

GENERAL PROVISIONS


 


11.01.              Survival of Representations and Warranties.


 


The
representations, warranties, covenants and agreements in this Agreement and any
exhibit, schedule or instruments delivered pursuant to this Agreement shall
survive the Closing for a period of thirty-six (36) months from the Closing
Date; provided, that any claims
made under Section 7.07 prior to the end of such thirty-six (36)
month period shall survive until such claim is resolved pursuant to Section 7.07.


 


11.02.              Notices.


 


All
notices, requests, claims, demands and other communications hereunder shall be
in writing and shall be given (and shall be deemed to have been duly given upon
receipt) by delivery in Person or by a recognized overnight courier service or
sent by telecopy (providing confirmation of transmission) to the respective
parties at the following addresses or telecopy numbers (or at such other
address or telecopy numbers for a party as shall be specified in a notice given
in accordance with this Section 11.02):


 


70
















 


if
to Acquiror, Acquiror OP or Merger Subsidiary:


 


Corporate
Office Properties Trust

6711 Columbia Gateway Drive, Suite 300

Columbia, Maryland 21046

Fax No.: (443) 285-7650

Attn: Roger A. Waesche, Jr., Executive Vice President and Chief Operating
Officer


 


with
copies to:


 


Corporate
Office Properties Trust

6711 Columbia Gateway Drive, Suite 300

Columbia, Maryland 21046

Fax No.: (443) 285-7652

Attn: Karen M. Singer, Senior Vice President and General Counsel


 


and


 


DLA
Piper US LLP

6225 Smith Avenue

Baltimore, Maryland 21209

Fax No.: (410) 580-3400

Attn: Richard E. Levine, Esq.


 


if
to Target:


 


Nottingham
Village, Inc.

100 West Pennsylvania Avenue

Towson, Maryland 21204

Fax No.:  (410) 321-8018

Attention: J. Joseph Credit


 


with
a copy to:


 


Gordon,
Feinblatt, Rothman, Hoffberger & Hollander, LLC

233 East Redwood Street

Baltimore, Maryland 21202

Fax No.:  (410) 576-4246

Attention:  Abba David Poliakoff, Esq.


 


11.03.     Severability.


 


If
any term or other provision of this Agreement is invalid, illegal or incapable
of being enforced by any rule of law, or public policy, all other
conditions and provisions of this Agreement shall nevertheless remain in full
force and effect so long as the economic or legal substance of the transactions
contemplated hereby is not affected in any manner


 


71

















 


materially
adverse to any party.  Upon such
determination that any term or other provision is invalid, illegal or incapable
of being enforced, the parties hereto shall negotiate in good faith to modify
this Agreement so as to effect the original intent of the parties as closely as
possible in a mutually acceptable manner in order that the transactions
contemplated hereby be consummated as originally contemplated to the fullest
extent possible.


 


11.04.     Amendment.


 


This
Agreement may be amended by the parties hereto by action taken by their
respective board of directors (or similar governing body or entity) at any time
prior to the Effective Time; provided,
however, that, after approval of
the Merger by the Target Stockholders, no amendment may be made that would
reduce the Purchase Price or the Merger Consideration without further
Stockholder Approval.  This Agreement may
not be amended except by an instrument in writing signed by the parties hereto.


 


11.05.     Entire Agreement; Assignment.


 


This
Agreement, the exhibits attached hereto, the Target Disclosure Letter and any
documents delivered by the parties in connection herewith constitute the entire
agreement between the parties with respect to the subject matter hereof and
supersedes, except as set forth in Section 7.03(b), all prior
agreements and undertakings, both written and oral, among the parties, or any
of them, with respect to the subject matter hereof and thereof.  This Agreement shall not be assigned by
operation of law or otherwise (except to the Surviving Entity) without the
prior written consent of the other parties.


 


11.06.     Parties in Interest.


 


This
Agreement shall be binding upon and inure solely to the benefit of each party hereto,
and nothing in this Agreement, express or implied, other than Section 7.08,
is intended to or shall confer upon any other Person any right, benefit or
remedy of any nature whatsoever under or by reason of this Agreement.


 


11.07.     Specific Performance.


 


(a)           The parties hereto agree that
irreparable damage would occur to Acquiror in the event any provision of this
Agreement were not performed by Target or Target Subsidiaries in accordance
with the terms hereof and that Acquiror shall be entitled to seek specific
performance of the terms and conditions of this Agreement, in addition to any
other remedy at law or equity against Target.


 


(b)           In the event Acquiror fails to
perform its obligations under this Agreement, Target’s exclusive remedy shall
be to terminate this Agreement, in which case the Deposit shall be paid by the
Cash Escrow Agent as provided in Section 8.01 and Section 10.03(e),
if applicable.  Target may not pursue
specific performance against Acquiror, Acquiror OP or Merger Subsidiary.


 


72

















 


11.08.     Governing Law.


 


This
Agreement shall be governed by and construed in accordance with, the laws of
the State of Maryland without regard, to the fullest extent permitted by law,
to the conflicts of laws provisions thereof which might result in the
application of the laws of any other jurisdiction.


 


11.09.     Waiver of Jury Trial.


 


Each
of the parties hereto hereby waives to the fullest extent permitted by
applicable Law any right it may have to a trial by jury with respect to any
litigation directly or indirectly arising out of, under or in connection with
this Agreement or the transactions contemplated hereby.  Each of the parties hereto (a) certifies
that no representative, agent or attorney of any other party has represented,
expressly or otherwise, that such other party would not, in the event of
litigation, seek to enforce that foregoing waiver and (b) acknowledges
that it and the other parties hereto have been induced to enter into this
Agreement and the transactions contemplated hereby, as applicable, by, among
other things, the mutual waivers and certifications in this Section 11.09.


 


11.10.     Headings.


 


The
descriptive headings contained in this Agreement are included for convenience
of reference only and shall not affect in any way the meaning or interpretation
of this Agreement.


 


11.11.     Counterparts.


 


This
Agreement may be executed and delivered (including by facsimile transmission)
in one or more counterparts, and by the different parties hereto in separate
counterparts, each of which when executed shall be deemed to be an original but
all of which taken together shall constitute one and the same agreement.


 


11.12.     Mutual Drafting.


 


Each
party hereto has participated in the drafting of this Agreement, which each
party acknowledges is the result of extensive negotiations between the parties.


 


11.13.     Time is of the
Essence.


 


Time
is of the essence with respect to each provision of this Agreement.


 


[Signature page follows]


 


73

















 


IN WITNESS WHEREOF, the parties hereto have
caused this Agreement to be executed in counterparts by their duly authorized
officers, all as of the day and year first above written.


 


	
   

  	
  CORPORATE
  OFFICE PROPERTIES TRUST

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  ROGER A. WAESCHE, JR.

  
	
   

  	
   

  	
  Executive
  Vice President

  
	
   

  	
   

  	
  Roger
  A. Waesche, Jr.

  
	
   

  	
   

  	
  Chief
  Operating Officer and

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CORPORATE
  OFFICE PROPERTIES, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Corporate
  Office Properties Trust,

  	 

	
   

  	
   

  	
  its
  sole general partner

  	 

	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  ROGER A. WAESCHE, JR.

  
	
   

  	
   

  	
  Executive
  Vice President

  
	
   

  	
   

  	
  Roger
  A. Waesche, Jr.

  
	
   

  	
   

  	
  Chief
  Operating Officer and

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  W&M
  BUSINESS TRUST

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  ROGER A. WAESCHE

  
	
   

  	
   

  	
  Executive
  Vice President

  
	
   

  	
   

  	
  Roger
  A. Waesche, Jr.

  
	
   

  	
   

  	
  Chief
  Operating Officer and

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NOTTINGHAM
  VILLAGE, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  J. JOSEPH CREDIT

  
	
   

  	
   

  	
  J.
  Joseph Credit

  
	
   

  	
   

  	
  President
  and Chief Executive Officer

  
					



 


[Signature page to
Merger Agreement]


 


74

















 


JOINDERS


 


Nottingham Properties, Inc. joins herein for the sole purpose of
acknowledging its obligations under Sections 8.09 and 8.13 of this Agreement.


 


	
   

  	
  NOTTINGHAM
  PROPERTIES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  J. JOSEPH CREDIT

  
	
   

  	
   

  	
  J.
  Joseph Credit

  
	
   

  	
   

  	
  President
  and

  
	
   

  	
   

  	
  Chief
  Executive Officer

  



 


 


NVI Liquidating Trust joins herein to evidence its obligations under
this Agreement, including its obligations as Stockholders’ Agent under Section 7.07
of this Agreement.


 


	
   

  	
  NVI
  LIQUIDATING TRUST

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  J. JOSEPH CREDIT

  
	
   

  	
   

  	
  J.
  Joseph Credit, Trustee

  



 


75

















 


The
Cash Escrow Agent executes this Purchase Agreement and Agreement and Plan of
Merger of this 21st day of December, 2006 to acknowledge its
receipt of an original copy of this Agreement as executed by Acquiror, Acquiror
OP, Merger Subsidiary and Target, to acknowledge that it is holding the
Deposit, and to acknowledge its agreement to act as Cash Escrow Agent in
accordance with the terms and conditions set forth herein.


 


	
  WITNESS:

  	
   

  	
  CASH
  ESCROW AGENT:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ANCHOR
  TITLE COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  M. CHARLOTTE POWEL

  
	
   

  	
   

  	
   

  	
  Name:
  M. Charlotte Powel

  
	
   

  	
   

  	
   

  	
  Title:
  President

  



 


76

















 


The
Share Escrow Agent executes this Purchase Agreement and Agreement and Plan of
Merger of this 21st
day of December, 2006 to acknowledge its receipt of an original copy of
this Agreement as executed by Acquiror, Acquiror OP, Merger Subsidiary and
Target, to acknowledge that it is holding the Escrow Shares, and to acknowledge
its agreement to act as Share Escrow Agent in accordance with the terms and
conditions set forth herein.


 


	
  WITNESS:

  	
   

  	
  SHARE
  ESCROW AGENT:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  U.S.
  BANK NATIONAL ASSOCIATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  CHRIS M. FRIESS

  
	
   

  	
   

  	
   

  	
  Name:
  Chris M. Friess

  
	
   

  	
   

  	
   

  	
  Title:
  Account Manager

  



 


77
















 


SCHEDULE 1


 


PURCHASE PROPERTIES


 


	
  Property

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Ownership Immediately

  
	
  Class

  	
   

  	
  Property

  	
   

  	
  Address

  	
   

  	
  Prior To Effective Time

  
	
  B.1

  	
   

  	
  37
  Allegheny Avenue

  	
   

  	
  37
  Allegheny Avenue, Baltimore County, MD

  	
   

  	
  37
  Allegheny Business Trust

  
	
  B.2

  	
   

  	
  10552
  Philadelphia Road — Leasehold Interest

  	
   

  	
  10552
  Philadelphia Road, Baltimore County, MD

  	
   

  	
  Philadelphia
  Road Operating Company, LLC

  
	
  B.3

  	
   

  	
  Intentionally
  Deleted

  	
   

  	
   

  	
   

  	
   

  
	
  B.4

  	
   

  	
  9020
  Mendenhall

  	
   

  	
  9020
  Mendenhall Court, Howard County, MD

  	
   

  	
  9020
  Mendenhall, LLC

  
	
  B.5

  	
   

  	
  Woods
  at Broken Land

  	
   

  	
  9700
  Patuxent Woods Drive, Howard County, MD

  	
   

  	
  Woods
  Investors, LLC

  
	
  B.6

  	
   

  	
  Rivers
  Center III

  	
   

  	
  10270
  N. Old Columbia Road, Howard County, MD

  	
   

  	
  Rivers
  Center III Investors, LLC

  
	
  G.1

  	
   

  	
  Campbell
  Corporate Center I

  	
   

  	
  4940
  Campbell Boulevard, Baltimore County, MD

  	
   

  	
  Corporate
  Center I Limited Partnership

  
	
  G.9

  	
   

  	
  Nottingham
  Centre

  	
   

  	
  502
  Washington Avenue, Baltimore County, MD

  	
   

  	
  Nottingham
  Associates Limited Partnership

  
	
  G.10

  	
   

  	
  White
  Marsh Health Center

  	
   

  	
  8114
  Sandpiper Circle, Baltimore County, MD

  	
   

  	
  White
  Marsh Health Center Limited Partnership, LLLP

  
	
  G.12

  	
   

  	
  White
  Marsh Hi-Tech I and II

  	
   

  	
  4969
  Mercantile Road (Bldg 1)

  4979 Mercantile Road (Bldg 2)

  4981 Mercantile Road (Parking)

  	
   

  	
  White
  Marsh Hi-Tech 1 Business Trust (49%) and White Marsh Hi-Tech 2 Business Trust
  (51%)

  



 


Notes


 


G.1.  Acquiror OP will purchase a 50% limited
partnership interest in Corporate Center I Limited Partnership.


G.9.  Acquiror OP will purchase a 43.7% limited
partnership interest in Nottingham Associates Limited Partnership.


G.10.  Acquiror OP will purchase a 60% limited
partnership interest in Sandpiper Limited Partnership which, in turn, owns a
72.5% general partnership interest in White Marsh Health Center Limited
Partnership, LLLP.


G.12.  Acquiror OP will purchase 100% of beneficial
interests in White Marsh Hi-Tech 2 Business Trust (which shall own a 51%
tenancy-in-common interest in White Marsh Hi-Tech property).


 


S-1-1

















 


SCHEDULE 2


 


MERGER PROPERTIES


 


	
  Property

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Property Owner Immediately

  
	
  Class

  	
   

  	
  Property

  	
   

  	
  Address

  	
   

  	
  Prior To Effective Time

  
	
  A.1

  	
   

  	
  8029
  - 8031 Corporate Drive

  	
   

  	
  8029-8031
  Corporate Drive, Baltimore County, MD

  	
   

  	
  8029
  Corporate Drive Business Trust

  
	
  A.2

  	
   

  	
  Corporate
  Place I

  	
   

  	
  8140
  Corporate Drive, Baltimore County, MD

  	
   

  	
  Corporate
  Place I Business Trust

  
	
  A.3

  	
   

  	
  Franklin
  Ridge V

  	
   

  	
  9900
  Franklin Square Drive, Baltimore County, MD

  	
   

  	
  Franklin
  Ridge V Business Trust

  
	
  A.4

  	
   

  	
  Tyler
  Ridge II — Fee Interest

  	
   

  	
  8007
  Corporate Drive, Baltimore County, MD

  	
   

  	
  Tyler
  Ridge II Business Trust

  
	
  A.5

  	
   

  	
  Tyler
  Ridge IIA

  	
   

  	
  8003
  Corporate Drive, Baltimore County, MD

  	
   

  	
  Tyler
  Ridge IIA Business Trust

  
	
  A.6

  	
   

  	
  Tyler
  Ridge III — Fee Interest

  	
   

  	
  7941
  Corporate Drive, Baltimore County, MD

  	
   

  	
  Tyler
  Ridge III Business Trust

  
	
  A.7

  	
   

  	
  McLean
  Ridge V (L)

  	
   

  	
  8100
  Sandpiper Circle, Baltimore County, MD

  	
   

  	
  McLean
  Ridge V Business Trust

  
	
  A.8

  	
   

  	
  Corporate
  Place III (L)

  	
   

  	
  8120
  Corporate Drive, Baltimore County, MD

  	
   

  	
  Corporate
  Place III Business Trust

  
	
  A.9

  	
   

  	
  Corporate
  Place IV (L)

  	
   

  	
  8130
  Corporate Drive, Baltimore County, MD

  	
   

  	
  Corporate
  Place IV Business Trust

  
	
  A.10

  	
   

  	
  Lot
  401 — on cul-de-sac (L)

  (Tax Parcel No. 11-2200015748)

  	
   

  	
  4985
  Mercantile Road, Baltimore County, MD

  	
   

  	
  Lot
  401 Business Trust

  
	
  A.11

  	
   

  	
  Nottingham
  Ridge (L) and

  (Tax Parcel Nos. 11-2400002078 and 11-2300012935)

  	
   

  	
  5300
  Nottingham Drive, Baltimore County, MD SWM Pond in Nottingham Ridge

  	
   

  	
  Nottingham
  Ridge I Business Trust

  
	
  A.12

  	
   

  	
  Nottingham
  Ridge/Phila. Road (L)

  (Tax Parcel No. 11-2400002075)

  	
   

  	
  5357
  Nottingham Drive, Baltimore County, MD

  	
   

  	
  Nottingham
  Ridge II Business Trust

  
	
  A.13

  	
   

  	
  10521
  Red Run Boulevard (L)

  	
   

  	
  10521
  Red Run Boulevard, Baltimore County, MD

  	
   

  	
  10521
  Red Run Business Trust

  
	
  A.14

  	
   

  	
  Intentionally
  Deleted

  	
   

  	
   

  	
   

  	
   

  
	
  A.15

  	
   

  	
  Campbell
  Blvd & Franklin Sq. (18.62 acres and 1.0052 acres SWM) (L)

  (Tax Parcel No. 14-2200020875) and 

  Tax Parcel No. 14-22000020877)

  	
   

  	
  5251
  Campbell Boulevard, Baltimore County, MD

  	
   

  	
  Campbell
  Boulevard I Business Trust

  



 


S-2-1

















 


	
  A.16

  	
   

  	
  Campbell
  Blvd & Franklin Sq. (5.23 acres) (L)

  (Tax Parcel No. 14-2200020165)

  	
   

  	
  5201
  Campbell Boulevard, Baltimore County, MD

  	
   

  	
  Campbell
  Boulevard II Business Trust

  
	
  A.17

  	
   

  	
  Nottingham
  Ridge/Phila. Rd. (9.14 acres) (L)

  (Tax Parcel No. 11-2300012656)

  	
   

  	
  5361
  Nottingham Drive, Baltimore County, MD

  	
   

  	
  Nottingham
  Ridge III Business Trust

  
	
  A.18

  	
   

  	
  Intentionally
  Deleted

  	
   

  	
   

  	
   

  	
   

  
	
  A.19

  	
   

  	
  Franklin
  Ridge Open Space

  (Tax Parcel No. 14-2300006823) and

  (Tax Parcel No. 14-2300006822)

  	
   

  	
  .174
  Ac Pvt Op Sp., NSR Franklin Square Drive and .539 Ac Pvt Op Sp., NSR Franklin
  Square Drive

  	
   

  	
  Franklin
  Ridge Open Space Business Trust

  
	
  A.20

  	
   

  	
  8027
  Corporate Drive

  	
   

  	
  8027
  Corporate Drive, Baltimore County, MD Lot 13 — Adjacent to Tyler Ridge I

  	
   

  	
  8027
  Corporate Drive Business Trust

  
	
  A.21

  	
   

  	
  Tyler
  Ridge Water Management

  (Tax Parcel No. 14-220001624) and

  (Tax Parcel No. 14-220001623)

  	
   

  	
  Flood
  Plain and Storm Water Management Area adjacent to Tyler Ridge.

  	
   

  	
  Tyler
  Ridge Water Management Business Trust

  
	
  C.1

  	
   

  	
  10552
  Philadelphia Road — Fee Interest

  	
   

  	
  10552
  Philadelphia Road, Baltimore County, MD

  	
   

  	
  Honeygo
  Run Holdings, LLC

  
	
  C.2

  	
   

  	
  Corporate
  Place II

  	
   

  	
  8110
  Corporate Drive, Baltimore County, MD

  	
   

  	
  Corporate
  Place B Equity Affiliates, LLC

  
	
  C.3

  	
   

  	
  Franklin
  Ridge I

  	
   

  	
  9940
  Franklin Square Drive, Baltimore County, MD

  	
   

  	
  Franklin
  Ridge No. 1 Business Trust

  
	
  C.4

  	
   

  	
  Franklin
  Ridge II

  	
   

  	
  9930
  Franklin Square Drive, Baltimore County, MD

  	
   

  	
  Franklin
  Ridge No. 2 Business Trust

  
	
  C.5

  	
   

  	
  Franklin
  Ridge IV

  	
   

  	
  9910
  Franklin Square Drive, Baltimore County, MD

  	
   

  	
  Franklin
  Ridge No. 4 Business Trust

  
	
  C.6

  	
   

  	
  Nottingham
  Ridge C

  	
   

  	
  5355
  Nottingham Drive, Baltimore County, MD

  	
   

  	
  Nottingham
  Ridge No. 20 Business Trust

  
	
  C.7

  	
   

  	
  Nottingham
  Ridge D

  	
   

  	
  5325
  Nottingham Drive, Baltimore County, MD

  	
   

  	
  Nottingham
  Ridge No. 30 Business Trust

  
	
  E.1

  	
   

  	
  Intentionally
  Deleted

  	
   

  	
   

  	
   

  	
   

  
	
  F.1

  	
   

  	
  White
  Marsh Commerce Center I

  	
   

  	
  10001
  Franklin Square (10001 — 10049), Baltimore County, MD

  	
   

  	
  White
  Marsh Commerce Center I Business Trust

  
	
  F.2

  	
   

  	
  McLean
  Ridge I

  	
   

  	
  8012
  - 8020 Corporate Drive, Baltimore County, MD

  	
   

  	
  McLean
  Ridge I Business Trust

  
	
  F.3

  	
   

  	
  McLean
  Ridge II

  	
   

  	
  8002
  - 8010 Corporate Drive, Baltimore County, MD

  	
   

  	
  McLean
  Ridge II Business Trust

  
	
  F.4

  	
   

  	
  McLean
  Ridge III

  	
   

  	
  7920
  Corporate Drive, Baltimore County, MD

  	
   

  	
  McLean
  Ridge III Business Trust

  
	
  F.5

  	
   

  	
  McLean
  Ridge IV

  	
   

  	
  8098
  Sandpiper Cir., Baltimore County, MD

  	
   

  	
  McLean
  Ridge IV Business Trust

  



 


S-2-2

















 


	
  F.6

  	
   

  	
  White
  Marsh Commerce Center II (L)

  	
   

  	
  9951
  Franklin Square Drive (9951-9999 Franklin Sq.), Baltimore County, MD

  	
   

  	
  White
  Marsh Commerce Center II Business Trust

  
	
  G.1

  	
   

  	
  Campbell
  Corporate Center I and Parcel A (.630 acres-Tax Parcel
  No. 14-2200005926)

  	
   

  	
  4940
  Campbell Boulevard, Baltimore County, MD

  	
   

  	
  Corporate
  Center I Limited Partnership (Campbell Corporate Center I) and Campbell
  Corporate Center I-2 Business Trust (Tax Parcel No. 14-2200005926)

  
	
  G.2

  	
   

  	
  Franklin
  Ridge III

  	
   

  	
  9920
  Franklin Square Drive, Baltimore County, MD

  	
   

  	
  Franklin
  Ridge No. 3 Business Trust

  
	
  G.3

  	
   

  	
  7272
  Park Circle Drive

  	
   

  	
  7272
  Park Circle Drive, Anne Arundel County, MD

  	
   

  	
  Park
  Circle Equities, LLC

  
	
  G.8

  	
   

  	
  1.14
  acres Tax Parcel No. 14-2000000284

  	
   

  	
  Campbell
  Boulevard, Baltimore County, MD

  	
   

  	
  White
  Marsh Business Center 2 Business Trust (Tax Parcel No. 14-2000000284)

  
	
  G.9

  	
   

  	
  Nottingham
  Centre

  	
   

  	
  502
  Washington Avenue, Baltimore County, MD

  	
   

  	
  Nottingham
  Associates Limited Partnership

  
	
  G.10

  	
   

  	
  White
  Marsh Health Center

  	
   

  	
  8114
  Sandpiper Circle, Baltimore County, MD

  	
   

  	
  White
  Marsh Health Center Limited Partnership, LLLP

  
	
  G.12

  	
   

  	
  White
  Marsh Hi-Tech I and II

  	
   

  	
  4969
  Mercantile Road (Bldg 1)

  4979 Mercantile Road (Bldg 2)

  4981 Mercantile Road (Parking)

  	
   

  	
  White
  Marsh Hi-Tech 1 Business Trust (49%) and White Marsh Hi-Tech 2 Business Trust
  (51%)

  



 


Notes


 


1.  All are improved by buildings, except for
those marked with an “L” which are land only.


2.  Target shall own 100% of the ownership
interests in each of the Property Owners in the last column, except as shown
below.


G.1.  Corporate Center I Limited Partnership shall
be owned by Corporate Center I, LLC (1% general partner), Acquiror OP (50%
limited partner) and Target (49% limited partner).  Target shall own 100% of Corporate Center I,
LLC.  Target shall also own 100% of Campbell
Corporate Center I-2 Business Trust.


G.9.  Nottingham Associates Limited Partnership
shall be owned by Nottingham Center, LLC (1% general partner) Acquiror OP
(43.7% limited partner) and Target (55.3% limited partner).  Target shall own 100% of Nottingham Center,
LLC.


G.10.  White Marsh Health Center Limited
Partnership, LLLP shall be owned by Sandpiper Limited Partnership (72.5%
general partner) and Target (27.5% limited partner).  Target shall own a 40% general partnership
interest in Sandpiper Limited Partnership and Acquiror OP shall own a 60%
limited partnership interest in Sandpiper Limited Partnership.


G.12.  Target shall own 100% of White Marsh Hi-Tech
I Business Trust (which shall own a 49% tenancy-in-common interest in White
Marsh Hi-Tech property) and Acquiror OP shall own 100% of White Marsh Hi-Tech 2
Business Trust (which shall own a 51% tenancy-in-common interest in White Marsh
Hi-Tech property).


 


S-2-3
















 


SCHEDULE 3


 


RETAIL PROPERTIES


 


	
  Property

  	
   

  	
  Address

  	
   

  	
  Property Owner Immediately

  Prior To Effective Time

  
	
  Avenue
  at White Marsh Parking

  	
   

  	
  8207
  Town Center Drive, Baltimore County, MD

  	
   

  	
  Retail
  Properties Business Trust

  
	
  8019
  Honeygo Blvd — groundlease — Bertucci’s

  	
   

  	
  8019
  Honeygo Blvd, Baltimore County, MD

  	
   

  	
  Retail
  Properties Business Trust

  
	
  8132
  Corporate Drive — groundlease — Red Lobster

  	
   

  	
  8132
  Corporate Drive, Baltimore County, MD

  	
   

  	
  Retail
  Properties Business Trust

  
	
  4921
  Campbell Blvd — groundlease — TGI Friday’s

  	
   

  	
  4921
  Campbell Blvd, Baltimore County, MD

  	
   

  	
  Retail
  Properties Business Trust

  
	
  4924
  Campbell Blvd — groundlease — Johns Hopkins

  	
   

  	
  4924
  Campbell Blvd, Baltimore County, MD

  	
   

  	
  Retail
  Properties Business Trust

  
	
  4930
  Campbell Blvd — groundlease — JHU — Phase 2

  	
   

  	
  4930
  Campbell Blvd, Baltimore County, MD

  	
   

  	
  Retail
  Properties Business Trust

  
	
  5302
  Campbell Blvd — groundlease — McDonald’s II

  	
   

  	
  5302
  Campbell Blvd, Baltimore County, MD

  	
   

  	
  Retail
  Properties Business Trust

  
	
  4965-4967
  Campbell Blvd — groundlease — Hilton Garden Inn

  	
   

  	
  4965-4967
  Campbell Blvd, Baltimore County, MD

  	
   

  	
  Retail
  Properties Business Trust

  
	
  5100
  Campbell Blvd — groundlease — M&T Bank

  	
   

  	
  5100
  Campbell Blvd, Baltimore County, MD

  	
   

  	
  Retail
  Properties Business Trust

  
	
  5154
  Campbell Blvd — groundlease — Chick-fil-A

  	
   

  	
  5154
  Campbell Blvd, Baltimore County, MD

  	
   

  	
  Retail
  Properties Business Trust

  
	
  5250
  Campbell Blvd — groundlease — BP/Subway

  	
   

  	
  5250
  Campbell Blvd, Baltimore County, MD

  	
   

  	
  Retail
  Properties Business Trust

  
	
  5260
  Campbell Blvd — groundlease — SunTrust Bank

  	
   

  	
  5260
  Campbell Blvd, Baltimore County, MD

  	
   

  	
  Retail
  Properties Business Trust

  
	
  5340
  Campbell Blvd — groundlease — BCSB

  	
   

  	
  5340
  Campbell Blvd, Baltimore County, MD

  	
   

  	
  Retail
  Properties Business Trust

  
	
  5300
  Campbell Blvd — groundlease — Lowe’s

  	
   

  	
  5300
  Campbell Blvd, Baltimore County, MD

  	
   

  	
  Retail
  Properties Business Trust

  
	
  5110
  Campbell Blvd — groundlease — Panera Bread

  	
   

  	
  5110
  Campbell Blvd, Baltimore County, MD

  	
   

  	
  Nottingham
  Square Business Trust

  



 


S-3-1

















 


	
  Shoppes at Nottingham Square 1

  	
   

  	
  5270
  Campbell Boulevard, Baltimore County, MD

  	
   

  	
  Shoppes
  at Nottingham Square Business Trust

  
	
  Shoppes at Nottingham Square 2

  	
   

  	
  5350
  Campbell Boulevard, Baltimore County, MD

  	
   

  	
  Campbell-Philadelphia
  Business Trust

  
	
  White Marsh Plaza

  	
   

  	
  District
  14, Acct. No. 1900001897, Perry Hall Boulevard Baltimore County, MD

  	
   

  	
  White
  Marsh Plaza Business Trust White Marsh Plaza Limited Partnership White Marsh
  Plaza, LLC

  
	
  The Avenue at White Marsh*

  	
   

  	
  8101
  Honeygo Boulevard, Baltimore County, MD

  	
   

  	
  The
  Avenue at White Marsh Business Trust

  



 


Notes


 


1.  All are improved by buildings.


2.  NVI owns 100% of the ownership interests in
each of the Property Owners in the last column, except as shown below.


 






*   NVI owns 100% of The Avenue at White Marsh
Business Trust.  However, The Avenue at White
Marsh Business Trust owns only a 30% tenancy-in-common interest in The Avenue
at White Marsh.


 


S-3-2
















 


SCHEDULE 4


 


NPI EXCHANGE PROPERTIES


 


	
  Property

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Property Owner Immediately

  
	
  Class

  	
   

  	
  Property1

  	
   

  	
  Address

  	
   

  	
  Prior To Effective Time

  
	
  D.1

  	
   

  	
  Tyler
  Ridge II — Leasehold Interest

  	
   

  	
  8007
  Corporate Drive, Baltimore County, MD

  	
   

  	
  Tyler
  Ridge II Improvements Business Trust

  
	
  D.2

  	
   

  	
  Tyler
  Ridge III — Leasehold Interest

  	
   

  	
  7941
  Corporate Drive, Baltimore County, MD

  	
   

  	
  Tyler
  Ridge III Improvements Business Trust

  
	
  D.3

  	
   

  	
  Allegheny
  Parking Facility and

  (Tax Parcel No. 09-0914652094) (L)

  	
   

  	
  111
  West Allegheny Avenue, Baltimore County, MD and 117 West Allegheny Avenue,
  Baltimore County, MD

  	
   

  	
  Allegheny
  Parking Business Trust

  
	
  D.4

  	
   

  	
  Campbell
  Building

  	
   

  	
  100
  West Pennsylvania Avenue, Baltimore County, MD

  	
   

  	
  Campbell
  Building Business Trust

  
	
  D.5

  	
   

  	
  Royston
  Building

  	
   

  	
  102
  West Pennsylvania Avenue, Baltimore County, MD

  	
   

  	
  Royston
  Building Business Trust

  
	
  D.6

  	
   

  	
  Lot
  3A — In front of Residence Inn (L)

  	
   

  	
  4960
  Mercantile Road, Baltimore County, MD

  	
   

  	
  Lot
  3A Business Trust

  
	
  D.7

  	
   

  	
  Philadelphia
  Rd./Rt. 43 (28.53 acres) (L)

  (Tax Parcel No. 11-1114066244)

  	
   

  	
  Philadelphia
  Road, Baltimore County, MD

  	
   

  	
  Philadelphia
  Road Business Trust

  
	
  E.2

  	
   

  	
  Riverwood
  Business Center

  	
   

  	
  7150
  Riverwood Drive, Howard County, MD

  	
   

  	
  Riverwood
  Business Center Equity Affiliates, LLC

  
	
  E.3

  	
   

  	
  216
  Schilling Center

  	
   

  	
  216
  Schilling Circle, Baltimore County, MD

  	
   

  	
  Schilling
  216 Investors, LLC

  
	
  E.4

  	
   

  	
  Ridgely’s
  Choice

  	
   

  	
  8623
  Ridgely’s Choice Drive, Baltimore County, MD

  	
   

  	
  Ridgely’s
  Choice Business Trust

  
	
  G.4

  	
   

  	
  Schilling
  Center

  	
   

  	
  222
  Schilling Circle (222-224 Schilling Cir.), Baltimore County, MD

  	
   

  	
  Schilling
  Center Equities, LLC

  
	
  G.5

  	
   

  	
  Professional
  Center I

  	
   

  	
  7939
  Honeygo Boulevard, Baltimore County, MD

  	
   

  	
  Honeygo
  Limited Partnership I, LLLP

  
	
  G.6

  	
   

  	
  Professional
  Center II

  	
   

  	
  7923
  Honeygo Boulevard, Baltimore County, MD

  	
   

  	
  Honeygo
  Limited Partnership II, LLLP

  
	
  G.7

  	
   

  	
  Professional
  Center III

  	
   

  	
  8133
  Perry Hall Boulevard, Baltimore County, MD

  	
   

  	
  Honeygo
  Limited Partnership III, LLLP

  



 


S-4-1

















 


	
  G.8

  	
   

  	
  White
  Marsh Business Center

  	
   

  	
  5020
  Campbell Boulevard (WMBC I) 5022 Campbell Boulevard (WMBC II) 5026 Campbell
  Boulevard (WMBC III) 5024 Campbell Boulevard (WMBC IV), Baltimore County, MD

  	
   

  	
  White
  Marsh Business Center Limited Partnership (White Marsh Business Center)

  
	
  G.11

  	
   

  	
  Tyler
  Ridge I

  	
   

  	
  8011
  Corporate Drive, Baltimore County, MD

  	
   

  	
  Tyler
  Ridge I Business Trust

  



 


Notes


1.  All are improved by buildings, except for
those marked with an “L” which are land only.


2.  NPI owns 100% of the ownership interests in
each of the Property Owners in the last column, except as shown below.


G.5.  Honeygo Limited Partnership I, LLLP shall be
owned by Professional Center I, LLC (1% general partner) and NPI (99% limited
partner).  NPI shall own 100% of
Professional Center I, LLC.


G.6.  Honeygo Limited Partnership II, LLLP shall be
owned by White Marsh Professional Center II, LLC (1% general partner) and NPI
(99% limited partner).  NPI shall own
100% of White Marsh Professional Center II, LLC.


G.7.  Honeygo Limited Partnership III, LLLP shall
be owned by Professional Center III, LLC (1% general partner) and NPI (99%
limited partner).  NPI shall own 100% of
Professional Center III, LLC.


G.8.  White Marsh Business Center Limited
Partnership shall be owned by White Marsh Business Center, LLC (1% general
partner) and NPI (99% limited partner). 
NPI shall own 100% of White Marsh Business Center, LLC.  NPI shall also own 100% of White Marsh
Business Center 2 Business Trust.


 


S-4-2

















 


SCHEDULE 5


 


ASSUMED LOANS


 


	
  Lender/

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Origination Date/

  	
   

  	
  Property Securing

  	
   

  	
   

  	
   

  	
  Loan Balance

  	
   

  
	
  Loan Amount

  	
   

  	
  Loan

  	
   

  	
  Property Owner

  	
   

  	
  December 1, 2006

  	
   

  
	
  State
  Farm Bank

  6/24/2005

  $6,000,000

  	
   

  	
  Franklin Ridge IV

  (Property C.5)

  	
   

  	
  Franklin
  Ridge No. 4 Business Trust

  	
   

  	
  $

  	
  5,884,138

  	
   

  
	
  State
  Farm Life Insurance Co.

  7/28/2006

  $6,000,000

  	
   

  	
  7272 Park Circle

  (Property G.3)

  	
   

  	
  Park
  Circle Equities, LLC

  	
   

  	
  $

  	
  5,966,778

  	
   

  
	
  State
  Farm Life Insurance Co.

  4/30/2004

  $6,042,655

  	
   

  	
  Nottingham Center

  (Property G.9)

  	
   

  	
  Nottingham
  Associates Limited Partnership

  	
   

  	
  $

  	
  5,631,974

  	
  *

  



 






*
This figure represents 100% of the outstanding loan balance at December 1,
2006 and the entire loan constitutes an Assumed Loan, even though a 43.7%
interest in the partnership will have been purchased pursuant to the PSA.


 


S-5-1
















 


Exhibit A.


CORPORATE OFFICE PROPERTIES TRUST


 


ARTICLES SUPPLEMENTARY


ESTABLISHING AND FIXING THE
RIGHTS AND PREFERENCES


OF


SERIES K CUMULATIVE REDEEMABLE CONVERTIBLE PREFERRED SHARES


(PAR VALUE $0.01 PER SHARE)


 


CORPORATE OFFICE PROPERTIES TRUST, a Maryland real estate
investment trust (hereinafter called the “Trust”), having its principal office
in Columbia, Maryland, hereby certifies to the State Department of Assessments
and Taxation of the State of Maryland that:


 


FIRST: Pursuant to authority expressly vested in the Board
of Trustees of the Trust by Article VI of the Declaration of Trust of the
Trust, as amended to date and as the same may be amended hereafter from time to
time (the “Declaration of Trust”), and in accordance with Section 2-208(b) of
the Maryland General Corporation Law, the Board of Trustees has duly classified
                
authorized but unissued preferred shares of beneficial interest of the Trust
(the “Preferred Shares”) into a series designated as 5.60% Series K
Cumulative Redeemable Convertible Preferred Shares, par value $0.01 per share,
and has provided for the issuance of such class by adoption of a resolution in
the form of Article Third hereof effective as of December     ,
2006.


 


SECOND: The classification increases the number of shares
classified as 5.60% Series K Cumulative Redeemable Convertible Preferred
Shares, par value $0.01 per share, from no shares immediately prior to the
classification to
                      
shares immediately after the classification. 
The classification decreases the number of unclassified Preferred Shares
from 4,660,000 to
                      .


 


THIRD: The terms of the 5.60% Series K Cumulative
Redeemable Convertible Preferred Shares (including the preferences, conversion
and other rights, voting powers, restrictions, limitations as to dividends and
other distributions, qualifications, or terms or conditions of redemption) as
set by the Board of Trustees are as follows:


 


1.             NUMBER OF SHARES
AND DESIGNATION.


 


This
series of Preferred Shares shall be designated as 5.60% Series K
Cumulative Redeemable Convertible Preferred Shares, par value $0.01 per share
(the “Series K Preferred Shares”), and
                    
shares shall be the authorized number of such Series K Preferred Shares
constituting such series.  The
designations, powers, preferences and relative participating, optional or other
special rights, and the qualifications, limitations or restrictions, of the
Series K Preferred Shares shall be subject in all cases to the provisions
of Article VII of the Declaration of Trust regarding limitations on
beneficial ownership of the Trust’s equity securities.


 

















 


2.             DEFINITIONS.


 


For
purposes of the Series K Preferred Shares, the following terms shall have
the meanings indicated:


 


“Affiliate” of a Person means a Person that directly, or
indirectly through one or more intermediaries, controls or is controlled by, or
is under common control with, the Person specified.


 


“Board of Trustees” shall mean the Board of Trustees of
the Trust or any committee authorized by such Board of Trustees to perform any
of its responsibilities with respect to the Series K Preferred Shares; provided,
that for purposes of Section 8(a) of this Article, the term “Board of
Trustees” shall not include any such committee.


 


“Business Day” shall mean any day other than a Saturday,
Sunday or a day on which state or federally chartered banking institutions in
New York, New York are not required to be open.


 


“Code” shall mean the Internal Revenue Code of 1986, as
amended from time to time, or any successor statute thereto.  Reference to any provision of the Code shall
mean such provision as in effect from time to time, as the same may be amended,
and any successor thereto, as interpreted by any applicable regulations or
other administrative pronouncements as in effect from time to time.


 


“Common
Shares” shall mean the common shares of beneficial interest, par value $0.01
per share, of the Trust.


 


“Calculation Price” shall have the meaning set forth in
the Purchase Agreement.


 


“Current Market Price” of publicly traded Common Shares
or any other class or series of capital shares or other security of the Trust
or of any similar security of any other issuer for any day shall mean the last
reported sales price, regular way settlement on such day, or, if no sale takes
place on such day, the average of the reported closing bid and asked prices
regular way on such day, in either case as reported on the New York Stock
Exchange (“NYSE”) or, if such security is not listed or admitted for trading on
the NYSE, on the principal national securities exchange on which such security
is listed or admitted for trading or, if not listed or admitted for trading on
any national securities exchange, the average of the closing bid and asked
prices on such day in the over-the-counter market as reported by the NASDAQ
Stock Market, Inc. (“NASDAQ”) or, if bid and asked prices for such
security on such day shall not have been reported through NASDAQ, the average
of the bid and asked prices on such day as furnished by any NYSE member firm
regularly making a market in such security selected for such purpose by the
Chief Executive Officer of the Trust or the Trustees or if any class or series
of securities are not publicly traded, the fair value of the shares of such class
as determined reasonably and in good faith by the Trustees.


 


2

















 


“Declaration
of Trust” shall mean the Amended and Restated Declaration of Trust of the Trust
as filed for record with the State Department of Assessments and Taxation of
the State of Maryland, and any amendments thereto.


 


“Dividend
Payment Date” shall mean January 15, April 15, July 15 and
October 15 of each year; provided, that if any Dividend Payment
Date falls on any day other than a Business Day, the dividend payment payable
on such Dividend Payment Date shall be paid on the Business Day immediately
following such Dividend Payment Date and no interest shall accrue on such
dividend from such date to such Dividend Payment Date.


 


“Dividend
Periods” shall mean the Initial Dividend Period and each subsequent quarterly
dividend period commencing on and including January 15, April 15,
July 15 and October 15 of each year and ending on and including the
day preceding the first day of the next succeeding Dividend Period, other than
the Dividend Period during which any Series K Preferred Shares shall be
redeemed pursuant to Section 5 of this
Article, which shall end on and include the Redemption Date with respect
to the Series K Preferred Shares being redeemed.


 


“Dividend
Record Date” shall have the meaning set forth in Section 3(a) of this
Article.


 


“Equity Shares” shall mean shares of any class or series
of shares of beneficial ownership in the Trust.


 


“Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended.


 


“Initial
Dividend Period” shall mean the period commencing on and including the Issue
Date and ending on and including April 14, 2007.


 


“Issue
Date” shall mean December       , 2006.


 


“Junior
Shares” shall have the meaning set forth in Section 8(a) of this
Article.


 


“Liquidation
Preference” shall have the meaning set forth in Section 4(a) of this
Article.


 


“Operating
Partnership” shall mean Corporate Office Properties, L.P., a Delaware limited
partnership.


 


“Parity
Shares” shall have the meaning set forth in Section 8(b) of this
Article.


 


“Person”
shall mean an individual, corporation, partnership, estate, trust (including a
trust qualifying under Section 401(a) or 501(c)(17) of the Code), a
portion of a trust permanently set aside for or to be used exclusively for the
purposes described in Section 642(c) of the Code, association,
“private foundation,” within the meaning of Section 509(a) of the
Code, joint stock company or other entity, and also includes a “group,” as that
term is used for purposes of Section 13(d)(3) of the Exchange Act,
and a group to which an Excepted Holder Limit (as defined in Article VII
of the Declaration of Trust) applies.


 


3

















 


“Purchase
Agreement” shall mean that certain Purchase Agreement and Agreement and Plan of
Merger, dated as of
                              ,
2006, by and among the Trust, the Operating Partnership, W&M Business
Trust, a Maryland business trust and Nottingham Village, Inc., a Maryland
corporation.


 


“Redemption
Date” shall mean, in the case of any redemption of any Series K Preferred
Shares, the date fixed for redemption of such shares.


 


“Redemption
Notice” shall have the meaning set forth in Section 5(e) of this
Article.


 


“Redemption Price” shall mean, with respect to any
Series K Preferred Shares to be redeemed, a cash payment equal to 100% of
the Liquidation Preference thereof plus all accrued and unpaid dividends, if
any, to the Redemption Date.


 


“REIT”
shall mean a “real estate investment trust,” as defined in Section 856 of
the Code.


 


“Senior
Shares” shall have the meaning set forth in Section 7(c) of this
Article.


 


“Series G
Preferred Shares” shall mean the Trust’s 8% Series G Cumulative Redeemable
Preferred Shares of beneficial interest, par value $0.01 per share.


 


“Series H
Preferred Shares” shall mean the Trust’s 7.5% Series H Cumulative
Redeemable Preferred Shares of beneficial interest, par value $0.01 per share.


 


“Series J
Preferred Shares” shall mean the Trust’s 7.625% Series E Cumulative
Redeemable Preferred Shares of beneficial interest, par value $0.01 per share.


 


“Set
apart for payment” shall be deemed to include, without any action other than
the following, the recording by the Trust in its accounting ledgers of any
accounting or bookkeeping entry which indicates, pursuant to a declaration of
dividends or other distribution by the Board of Trustees, the allocation of
funds to be so paid on any series or class of Equity Shares of the Trust; provided,
that the funds are actually available for and have been segregated for such
purpose; provided, further, that if any funds for any class or
series of Junior Shares or any class or series of Parity Shares are placed in a
separate account of the Trust or delivered to a disbursing, paying or other
similar agent, then “set apart for payment” with respect to the Series K
Preferred Shares shall mean placing such funds in a separate account or
delivering such funds to a disbursing, paying or other similar agent.


 


“Transfer
Agent” means Wells Fargo & Company or  such
transfer agent as may be designated from time to time by the Board of Trustees
or its designee as the transfer agent for the Series K Preferred Shares.


 


“Trustee”
shall mean a member of the Board of Trustees.


 


“Voting Parity Shares” shall have the meaning set forth
in Section 8(a) of this Article.


 


4

















 


3.             DIVIDENDS.


 


(a)           The holders of Series K
Preferred Shares shall be entitled to receive, when, as and if declared by the
Board of Trustees, out of funds legally available for the payment of dividends,
quarterly cash dividends on the Series K Preferred Shares at the rate of
5.60% of the Liquidation Preference per year ($2.80 per share per year).  Such dividends shall accrue and be cumulative
from the Issue Date, whether or not in any Dividend Period or Periods such
dividends shall be declared or there shall be funds of the Trust legally
available for the payment of such dividends, and shall be payable quarterly in
arrears on each Dividend Payment Date, commencing on April 15, 2007.  Each such dividend shall be payable in
arrears to the holders of record of the Series K Preferred Shares, as they
appear on the share records of the Trust at the close of business on the
applicable record date (the “Dividend Record Date”), which shall be
fixed by the Board of Trustees and which shall be not more than 60 days nor
less than 10 days prior to each such Dividend Payment Date.  The Dividend Record Date for the dividend
payable on April 15, 2007 shall be
                          ,
2007.  Accrued and unpaid dividends for
any past Dividend Periods may be declared and paid at any time, without
reference to any regular Dividend Payment Date, to holders of record on such
date, which date shall not precede by more than 45 days nor less than 15 days
the payment date thereof, as may be fixed by the Board of Trustees.


 


(b)           Any dividend payable on the Series K
Preferred Shares for any partial Dividend Period shall be computed ratably on
the basis of twelve 30-day months and a 360-day year.  Holders of Series K Preferred Shares
shall not be entitled to any dividends in excess of full cumulative dividends,
as herein provided, on the Series K Preferred Shares.  No interest, or sum of money in lieu of
interest, shall be payable in respect of any dividend payment or payments on
the Series K Preferred Shares that may be in arrears.


 


(c)           So long as any of the Series K
Preferred Shares are outstanding, when dividends are not paid in full upon the
Series K Preferred Shares or any other class or series of Parity Shares,
or a sum sufficient for such payment is not set apart for payment, all
dividends declared upon the Series K Preferred Shares and any Parity
Shares shall be declared ratably in proportion to the respective amounts of
dividends accrued and unpaid on the Series K Preferred Shares and accrued
and unpaid on such Parity Shares.  Except
as set forth in the preceding sentence, unless dividends on the Series K
Preferred Shares equal to the full amount of accrued and unpaid dividends have
been or contemporaneously are declared and paid or declared and a sum
sufficient for the payment thereof has been or contemporaneously is set apart
for such payment, for all past dividends periods, no dividends shall be
declared or paid or set apart for payment by the Trust and no other
distribution of cash or other property may be declared or made, directly or
indirectly, by the Trust with respect to any Parity Shares.


 


(d)           So long as any of the Series K
Preferred Shares are outstanding, unless dividends equal to the full amount of
all accrued and unpaid dividends on the Series K Preferred Shares have
been paid, or declared and set apart for payment, for all past dividend
periods, no dividends (other than dividends or distributions paid in Junior
Shares or options, warrants or rights to subscribe for or purchase Junior
Shares) may be declared or paid or set apart for payment by the Trust and no
other distribution of cash or other property may be declared or made, directly
or indirectly, by the Trust with respect to any Junior Shares, nor shall any
Junior Shares be 


 


5

















 


redeemed,
purchased or otherwise acquired (except for a redemption, purchase or other
acquisition of Common Shares made for purposes of an employee incentive or
benefit plan of the Trust or a subsidiary of the Trust) for any consideration
(or any monies be paid to or made available for a sinking fund for the
redemption of any such Junior Shares), directly or indirectly, by the Trust
(except by conversion into or exchange for Junior Shares, or options, warrants
or rights to subscribe for or purchase Junior Shares), nor shall any other cash
or other property be paid or distributed to or for the benefit of holders of
Junior Shares.


 


(e)           Notwithstanding the provisions of
this Section 3, the Trust shall not be prohibited from (i) declaring
or paying or setting apart for payment any dividend or distribution on any
Parity Shares or (ii) redeeming, purchasing or otherwise acquiring any Parity
Shares, in each case, if such declaration, payment, redemption, purchase or
other acquisition is necessary in order to maintain the continued qualification
of the Trust as a REIT under Section 856 of the Code.


 


4.             LIQUIDATION
PREFERENCE.


 


(a)           Upon any voluntary
or involuntary liquidation, dissolution or winding-up of the Trust, before any
payment or distribution by the Trust shall be made to or set apart for payment
to the holders of any Junior Shares, the holders of Series K Preferred
Shares shall be entitled to receive a liquidation preference of fifty dollars
($50.00) per Series K Preferred Share (the “Liquidation Preference”),
plus an amount equal to all accrued and unpaid dividends (whether or not earned
or declared) to the date of final distribution to such holders; but such
holders shall not be entitled to any further payment.  Until the holders of the Series K
Preferred Shares have been paid the Liquidation Preference in full, plus an
amount equal to all accrued and unpaid dividends (whether or not earned or
declared) to the date of final distribution to such holders, no payment will be
made to any holder of Junior Shares upon the liquidation, dissolution or
winding-up of the Trust.  If, upon any
liquidation, dissolution or winding-up of the Trust, the assets of the Trust,
or proceeds thereof, distributable among the holders of Series K Preferred
Shares shall be insufficient to pay in full the Liquidation Preference and
liquidating payments on any other shares of any class or series of Parity
Shares, then such assets, or the proceeds thereof, shall be distributed among
the holders of Series K Preferred Shares and any such other Parity Shares
ratably in the same proportion as the respective amounts that would be payable
on such Series K Preferred Shares and any such other Parity Shares if all
amounts payable thereon were paid in full. 
For the purposes of this Section 4, a voluntary or involuntary
liquidation, dissolution or winding-up of the Trust shall not include (i) a
consolidation or merger of the Trust with or into one or more other entities,
(ii) a sale or transfer of all or substantially all of the Trust’s assets,
or (iii) a statutory share exchange.


 


(b)           Upon any liquidation, dissolution or
winding-up of the Trust, after payment shall have been made in full to the
holders of Series K Preferred Shares and any Parity Shares, as provided in
Section 4(a) of this Article, any other series or class or classes of
Junior Shares shall, subject to the respective terms thereof, be entitled to
receive any and all assets remaining to be paid or distributed, and the holders
of the Series K Preferred Shares and any Parity Shares shall not be
entitled to share therein.


 


6

















 


5.             REDEMPTION


 


(a)           Except as set forth in Section 5(b) of
this Article below or as set forth in Article VII of the Declaration
of Trust that is incorporated by reference herein (relating to share ownership
limitations in order to preserve REIT status), the Series K Preferred
Shares shall not be redeemable by the Trust prior to December     ,
2016.  On or after December     ,
2016, the Trust, at its option, may redeem Series K Preferred Shares, in
whole or from time to time in part, at the Redemption Price.


 


(b)           In the event of a redemption of Series K
Preferred Shares, if the Redemption Date occurs after a Dividend Record Date
and on or prior to the related Dividend Payment Date, the dividend payable on
such Dividend Payment Date in respect of such shares called for redemption
shall be payable on such Dividend Payment Date to the holders of record at the
close of business on such Dividend Record Date and shall not be payable as part
of the Redemption Price for such shares. 
If full cumulative dividends on all outstanding Series K Preferred
Shares have not been paid or declared and set apart for payment, no Series K
Preferred Shares may be redeemed unless all outstanding Series K Preferred
Shares are simultaneously redeemed and neither the Trust nor any Affiliate of
the Trust may purchase or acquire Series K Preferred Shares, otherwise
than pursuant to a purchase or exchange offer made on the same terms to all
holders of Series K Preferred Shares.


 


(c)           If
fewer than all the outstanding Series K Preferred Shares are to be
redeemed, the Trust will select those Series K Preferred Shares to be
redeemed pro rata in proportion to the numbers of Series K Preferred
Shares held by holders (with adjustment to avoid redemption of fractional
shares) or by lot or in such other manner as the Board of Trustees may determine.  If fewer than all Series K Preferred
Shares represented by any certificate (which may include a global certificate)
are redeemed, then a new certificate (including, if appropriate, a new global
certificate) representing the unredeemed Series K Preferred Shares shall
be issued without cost to the holders thereof.


 


(d)           If the Trust shall redeem Series K
Preferred Shares pursuant to this Section 5, notice of the redemption
shall be mailed by the Trust not less than 30 days nor more than 60 days prior
to the Redemption Date to each holder of record of the Series K Preferred
Shares to be redeemed (the “Redemption Notice”).  Such Redemption Notice shall be provided by
first class mail, postage prepaid, at such holder’s address as the same appears
on the share records of the Trust. 
Neither the failure to mail the Redemption Notice, nor any defect
therein or in the mailing thereof to any particular holder, shall affect the
sufficiency of the Redemption Notice or the validity of the proceedings for
redemption with respect to the other holders. 
A Redemption Notice which has been mailed in the manner herein provided
shall be conclusively presumed to have been duly given on the date mailed
whether or not the holder receives the Redemption Notice.  Each Redemption Notice shall state, as
appropriate: (i) the Redemption Date; (ii) the number of Series K
Preferred Shares to be redeemed; (iii) the manner in which Series K
Preferred Shares are to be surrendered, including the requisite form of
documentation for such surrender of Series K Preferred Shares to the
Trust; and (iv) the Redemption Price payable on such Redemption Date,
including, without limitation, a statement as to whether or not accrued and
unpaid dividends will be (x) payable as part of the Redemption Price, or
(y) payable on the 


 


7

















 


next
Dividend Payment Date to the record holder at the close of business on the
relevant Record Date as described in the next succeeding sentence.  A Redemption Notice having been mailed as
aforesaid, from and after the Redemption Date (unless the Trust shall fail to
set apart for payment the amount of cash necessary to effect such redemption),
(i) dividends on the Series K Preferred Shares so called for
redemption shall cease to accrue on said shares, (ii) said shares shall no
longer be deemed to be outstanding, and (iii) all rights of the holders
thereof as holders of Series K Preferred Shares shall cease, except (a) the
right to receive the Redemption Price, without interest thereon, and (b) if
the Redemption Date for any Series K Preferred Shares occurs after any
Dividend Record Date and on or prior to the related Dividend Payment Date, the
full dividend payable on such Dividend Payment Date in respect of such Series K
Preferred Shares called for redemption shall be payable on such Dividend
Payment Date to the holders of record of such shares at the close of business
on the corresponding Dividend Record Date notwithstanding the prior redemption
of such shares.  The Trust’s obligation
to make available the cash necessary to effect such redemption in accordance
with the preceding sentence shall be deemed fulfilled if, on or before the
applicable Redemption Date, the Trust shall irrevocably deposit in trust with a
bank or trust company (which may not be an Affiliate of the Trust) that has, or
is an Affiliate of a bank or trust company that has, a capital and surplus of
at least $50,000,000, such amount of cash as is necessary for such redemption
plus, if such Redemption Date occurs after any Dividend Record Date and on or
prior to the related Dividend Payment Date, such amount of cash as is necessary
to pay the dividend payable on such Dividend Payment Date in respect of such
Series K Preferred Shares called for redemption, with irrevocable
instructions that such cash be applied to the redemption of the Series K
Preferred Shares so called for redemption and, if applicable, the payment of
such dividend.  No interest shall accrue
for the benefit of the holders of Series K Preferred Shares to be redeemed
on any cash so set aside by the Trust. 
Subject to applicable escheat laws, any such cash unclaimed at the end
of two years from the Redemption Date shall revert to the general funds of the
Trust, after which reversion the holders of Series K Preferred Shares so
called for redemption shall look only to the general funds of the Trust for the
payment of such cash.  As promptly as
practicable after the surrender in accordance with the Redemption Notice of any
such Series K Preferred Shares to be so redeemed (in the case of
certificated shares, properly endorsed or assigned for Transfer, if the Trust
shall so require and the Redemption Notice shall so state), such surrendered
Series K Preferred Shares shall be exchanged for cash (without interest
thereon) for which such Series K Preferred Shares have been redeemed in
accordance with such Redemption Notice.


 


6.             CONVERSION AT OPTION OF THE HOLDER.


 


Holders of Series K Preferred Shares shall have the
right to convert all or a portion of such shares into Common Shares, as
follows:


 


(a)           Subject
to and upon compliance with the provisions of this Section 6, a holder of
Series K Preferred Shares shall have the right, at such holder’s option,
at any time, to convert such shares, in whole or in part, into the number of
fully paid and nonassessable shares of authorized but previously unissued
Common Shares obtained by dividing (1) an amount equal to the aggregate
Liquidation Preference of the Series K Preferred Shares to be converted by
(2) an amount equal to (A) the Calculation Price multiplied by (B) 1.25.  Such conversion shall be caused by the
surrender of such shares to be converted, such surrender to be made in the
manner 


 


8

















 


provided in Section 6(b) of this Article.


 


(b)           In
order to exercise the conversion right, the holder of each Series K
Preferred Share to be converted shall surrender the certificate representing
such shares, duly endorsed or assigned to the Trust or in blank, at the office
of the Transfer Agent, accompanied by written notice to the Trust that the
holder thereof elects to convert such Series K Preferred Shares.  Unless the shares issuable on conversion are
to be issued in the same name as the name in which such Series K Preferred
Shares are registered, each share surrendered for conversion shall be
accompanied by instruments of transfer, in form reasonably satisfactory to the
Trust, duly executed by the holder or such holder’s duly authorized attorney,
and an amount sufficient to pay any transfer or similar tax (or evidence
reasonably satisfactory to the Trust demonstrating that such taxes have been
paid) as required by Section 6(j) of this Article.  As promptly as practicable after the
surrender of certificates for Series K Preferred Shares as aforesaid, the
Trust shall issue and shall deliver at such office to such holder, or send on
such holder’s written order, a certificate or certificates for the number of
full Common Shares issuable upon the conversion of such Series K Preferred
Shares in accordance with provisions of this Section 6, and any fractional
interest in respect of a Common Share arising upon such conversion shall be
settled as provided in Section 6(c) of this Article.  If all Series K Preferred Shares
evidenced by any certificate are not converted, the Trust shall issue and
deliver at such office to such holder a certificate for the remaining Series K
Preferred Shares not converted.  Each
conversion shall be deemed to have been effected immediately prior to the close
of business on the date on which the certificates for Series K Preferred
Shares shall have been surrendered and such notice received by the Trust as
aforesaid, and the Person or Persons in whose name or names any certificate or
certificates for Common Shares shall be issuable upon such conversion shall be
deemed to have become the holder or holders of record of the shares represented
thereby at such time on such date unless the share transfer books of the Trust
shall be closed on that date, in which event such Person or Persons shall be
deemed to have become such holder or holders of record at the close of business
on the next succeeding day on which such transfer books are open, provided that
such closure of the share transfer books shall not delay the date on which such
Person shall become a holder of such shares by more than two Business Days.


 


(c)           No
fractional Common Share or scrip representing fractions of a Common Share shall
be issued upon conversion of the Series K Preferred Shares.  Instead of any fractional interest in a
Common Share that would otherwise be deliverable upon the conversion of Series K
Preferred Shares, the Trust shall pay to the holder of such share an amount in
cash based upon the Current Market Price of the Common Shares on the Trading
Day immediately preceding the date of conversion.  If more than one share shall be surrendered
for conversion at one time by the same holder, the number of full Common Shares
issuable upon conversion thereof shall be computed on the basis of the
aggregate number of Series K Preferred Shares so surrendered.


 


(d)           If
the Trust shall be a party to any transaction (including without limitation a
merger, consolidation, statutory share exchange or reclassification of the
Common Shares (each of the foregoing being referred to herein as a
“Transaction”)), in each case as a result of which Common Shares shall be
converted into the right to receive shares, securities or other property
(including cash or any combination thereof), each Series K Preferred Share
which is not converted into the right to receive shares, securities or other
property in connection with such 


 


9

















 


Transaction shall thereupon be convertible into the kind
and amount of shares, securities and other property (including cash or any
combination thereof) receivable upon such consummation by a holder of that
number of Common Shares into which one Series K Preferred Share was
convertible immediately prior to such Transaction.  The Trust shall not be a party to any
Transaction unless the terms of such Transaction are consistent with the
provisions of this Section 6(d), and it shall not consent or agree to the
occurrence of any Transaction until the Trust has entered into an agreement
with the successor or purchasing entity, as the case may be, for the benefit of
the holders of the Series K Preferred Shares that will contain provisions
enabling the holders of the Series K Preferred Shares that remain
outstanding after such Transaction to convert into the consideration received
by holders of Common Shares in accordance with the conversion rate established
pursuant to Section 6(a) of this Article, as it may be adjusted
pursuant to this Section 6.  The
provisions of this Section 6(d) shall similarly apply to successive Transactions.


 


(e)           If
there shall be any reclassification of the Common Shares or any consolidation
or merger to which the Trust is a party and for which approval of any
shareholders of the Trust is required, or a statutory share exchange, or the
voluntary or involuntary liquidation, dissolution and winding up of the Trust,
then the Trust shall cause to be mailed to each holder of Series K
Preferred Shares at such holder’s address as shown on the records of the Trust,
as promptly as possible, but at least 15 days prior to the applicable date
hereinafter specified, a notice stating the date on which such
reclassification, consolidation, merger, statutory share exchange or
liquidation, dissolution and winding up is expected to become effective, and
the date as of which it is expected that holders of Common Shares of record
shall be entitled to exchange their Common Shares for securities or other
property, if any, deliverable upon such event. 
Failure to give or receive such notice or any defect therein shall not
affect the legality or validity of the proceedings described in this Section 6.


 


(f)            (i)   In the event the Trust should at any time or
from time to time after the date of issuance of the Series K Preferred
Shares fix a record date for the effectuation of a split or subdivision of the
outstanding Common Shares or the determination of holders of Common Shares
entitled to receive a dividend or other distribution payable in additional
Common Shares without payment of any consideration by such holder for the additional
Common Shares, then, as of such record date (or the date of such dividend
distribution, split or subdivision if no record date is fixed), the Calculation
Price shall be appropriately decreased so that the number of Common Shares
issuable on conversion of each Series K Preferred Share shall be increased
in proportion to such increase of outstanding Common Shares.  If the number of Common Shares outstanding at
any time after the date of issuance of the Series K Preferred Shares is
decreased by a combination of the then outstanding Common Shares, then,
following the record date of such combination (or the date of such combination
if no record date is fixed), the Calculation Price for the Series K
Preferred Shares shall be appropriately increased so that the number of shares
of Common Stock issuable on conversion of each Series K Preferred Share
shall be decreased in proportion to such decrease in outstanding Common
Shares.  Whenever the Calculation Price
is adjusted as herein provided, the Trust shall promptly file with the Transfer
Agent an officer’s certificate setting forth the Calculation Price after such
adjustment and setting forth a brief statement of the facts requiring such
adjustment which certificate shall be conclusive evidence of the correctness of
such adjustment absent manifest error. 
Promptly after delivery of


 


10






 












 


such certificate, the Trust shall prepare a notice of
such adjustment setting forth the adjusted Calculation Price and the effective
date such adjustment becomes effective and shall mail such notice of such
adjustment to each holder of Series K Preferred Shares at such holder’s
last address as shown on the share records of the Trust.


 


(ii)   In the
event the Trust at any time, or from time to time, shall make or issue, or fix
a record date for the determination of holders of Common Shares entitled to
receive, a dividend or other distribution payable in securities of the Trust
other than Common Shares, then and in each such event, provision shall be made
so that the holders of Series K Preferred Shares shall receive upon
conversion thereof, in addition to the number of Common Shares receivable
thereupon, the amount of securities of the Trust which they would have received
had their Series K Preferred Shares been converted into Common Shares on
the date of such event and had thereafter, during the period from the date of
such event to and including the date of conversion, retained such securities
receivable by them as aforesaid during such period, giving application to all
adjustments called for during such period under this Section 6(f) with
respect to the rights of the holders of Series K Preferred Shares.


 


(g)           In
any case in which Section 6(f) of this Article provides that an
adjustment shall become effective on the day next following the record date for
an event, the Trust may defer until the occurrence of such event (A) issuing
to the holder of any Series K Preferred Share converted after such record
date and before the occurrence of such event the additional Common Shares
issuable upon such conversion by reason of the adjustment required by such
event over and above the Common Shares issuable upon such conversion before
giving effect to such adjustment and (B) paying to such holder any amount
of cash in lieu of any fraction pursuant to Section 6(c) of this
Article; provided, however, that the holder of such Series K
Preferred Shares shall be entitled to such additional Common Shares and cash,
as applicable, upon such event.


 


(h)           There
shall be no adjustment of the Calculation Price in case of the issuance of any
capital shares of the Trust, including issuance in connection with a
reorganization, acquisition or other similar transaction except as specifically
set forth in this Section 6.  If any
action or transaction would require adjustment of the Calculation Price
pursuant to more than one paragraph of this Section 6, only one adjustment
shall be made and such adjustment shall be the amount of adjustment that has
the highest absolute value to the holder of Series K Preferred Shares.


 


(i)            The
Trust shall at all times reserve and keep available, free from preemptive
rights, out of the aggregate of its authorized but unissued Common Shares
solely for the purpose of effecting conversion of the Series K Preferred
Shares, the full number of Common Shares deliverable upon the conversion of all
outstanding Series K Preferred Shares not theretofore converted into
Common Shares.  For purposes of this
Section 6(i), the number of Common Shares that shall be deliverable upon
the conversion of all outstanding Series K Preferred Shares shall be
computed as if at the time of computation all such outstanding shares were held
by a single holder.  The Trust covenants
that any Common Shares issued upon conversion of the Series K Preferred
Shares shall be validly issued, fully paid and non-assessable.  The Trust shall list the Common Shares
required to be delivered upon conversion of the Series K Preferred Shares,
prior to such delivery, upon each national securities exchange, if any, upon
which the 


 


11

















 


outstanding Common Shares are listed at the time of such
delivery.


 


(j)            The
Trust will pay any and all documentary stamp or similar issue or transfer taxes
payable in respect of the issue or delivery of Common Shares or other
securities or property on conversion of Series K Preferred Shares pursuant
hereto; provided, however, that the Trust shall not be required
to pay any tax that may be payable in respect of any transfer involved in the
issue or delivery of Common Shares or other securities or property in a name
other than that of the holder of the Series K Preferred Shares to be
converted, and no such issue or delivery shall be made unless and until the
Person requesting such issue or delivery has paid to the Trust the amount of
any such tax or established, to the reasonable satisfaction of the Trust, that
such tax has been paid.


 


7.             STATUS OF
REACQUIRED SHARES.


 


All
Series K Preferred Shares that have been issued and are reacquired in any
manner by the Trust (including, without limitation, Series K Preferred
Shares which are redeemed) shall be returned to the status of authorized but
unissued Preferred Shares, without designation as to series.  The Trust may also retire any unissued Series K
Preferred Shares, and such shares shall then be restored to the status of
authorized but unissued Preferred Shares without designation as to series.  In no event shall any retired Series K
Preferred Shares, or any other retired Preferred Shares, be reissued as Series K
Preferred Shares.


 


8.             RANKING.


 


The Series K Preferred Shares will, with respect to
dividend rights and rights upon the liquidation, dissolution or winding-up of
the Trust, rank:


 


(a)           prior or senior to the Common Shares
and any other class or series of the Trust’s Equity Shares authorized or
designated in the future if the holders of Series K Preferred Shares shall
be entitled to the receipt of dividends or of amounts distributable upon
liquidation, dissolution or winding-up in preference or priority to the holders
of shares of such class or series (“Junior Shares”);


 


(b)           on a parity with the Series G
Preferred Shares, Series H Preferred Shares, Series J Preferred
Shares and any other class or series of the Trust’s Equity Shares authorized or
designated in the future if, by the terms of such class or series, the holders
of such class or series of securities and the Series K Preferred Shares
shall be entitled to the receipt of dividends and of amounts distributable upon
liquidation, dissolution or winding-up in proportion to their respective
amounts of accrued and unpaid dividends per share or liquidation preferences,
without preference or priority of one over the other (“Parity Shares”);
and


 


(c)           junior to any class or series of
Equity Shares authorized or designated in the future if, by the terms of such
class or series, the holders of such class or series shall be entitled to the
receipt of dividends and amounts distributable upon liquidation, dissolution or
winding-up in preference or priority to the holders of the Series K
Preferred Shares (“Senior Shares”).


 


12

















 


9.             VOTING.


 


(a)           If and whenever six (6) quarterly
dividends (whether or not consecutive) payable on the Series K Preferred
Shares or any series or class of Parity Shares shall be in arrears (which
shall, with respect to any such quarterly dividend, mean that any such dividend
has not been paid in full), whether or not declared, the number of Trustees
then constituting the Board of Trustees shall be increased by two (if not
already increased by reason of similar types of provisions with respect to
Parity Shares of any other class or series which is entitled to similar voting
rights (the “Voting Parity Shares”); without limiting the foregoing, the
Series G Preferred Shares, Series H Preferred Shares and Series J
Preferred Shares shall be deemed to be entitled to voting rights similar to the
Series K Preferred Shares) and the holders of Series K Preferred
Shares, together with the holders of all other Voting Parity Shares then
entitled to exercise similar voting rights, voting as a single class regardless
of series or class, shall be entitled to elect the two additional Trustees to
serve on the Board of Trustees at any annual meeting of shareholders or at a
special meeting of the holders of the Series K Preferred Shares and the
Voting Parity Shares called as hereinafter provided.  At any time when such right to elect Trustees
separately shall have been so vested in the holders of Series K Preferred
Shares and the Voting Parity Shares, if applicable, the Secretary of the Trust
may, and upon the written request of the holders of record of not less than 20%
of the total number of Series K Preferred Shares and Voting Parity Shares
(addressed to the Secretary at the principal office of the Trust) shall, call a
special meeting of the holders of the Series K Preferred Shares and of the
Voting Parity Shares for the election of the two Trustees to be elected by them
as herein provided, such call to be made by notice similar to that provided in
the Bylaws of the Trust for a special meeting of the shareholders or as
required by law.  Such special meeting
shall be held, in the case of such written request, within 90 days after the
delivery of such request, provided that the Trust shall not be required to call
such a special meeting if such request is received less than 120 days before
the date fixed for the next ensuing annual meeting of shareholders and the
holders of the Series K Preferred Shares and Voting Parity Share are
offered the opportunity to elect such Trustees at such annual meeting.  The Trustees elected at any such special
meeting shall hold office until the next annual meeting of the shareholders or
special meeting held in lieu thereof if such office shall not have previously
terminated as provided herein.  If any
vacancy shall occur among the Trustees elected by the holders of the Series K
Preferred Shares and the Voting Parity Shares by reason of death, resignation
or disability, a successor shall be elected by the Board of Trustees, upon the
nomination of the then-remaining Trustee elected by the holders of the Series K
Preferred Shares and the Voting Parity Shares or the successor of such
remaining Trustee, to serve until the next annual meeting of the shareholders
or special meeting held in place thereof if such office shall not have previously
terminated as provided above.  Whenever
all arrears in dividends on the Series K Preferred Shares and the Voting
Parity Shares then outstanding shall have been paid and dividends thereon for
the current Dividend Period shall have been declared and paid, or declared and
set apart for payment, then the right of the holders of the Series K
Preferred Shares and the Voting Parity Shares to elect such additional two
Trustees shall cease (but subject always to the same provision for the vesting
of such voting rights in the case of any similar future arrearages), and the
terms of office of all persons elected as Trustees by the holders of the Series K
Preferred Shares and the Voting Parity Shares shall forthwith terminate and the
number of Trustees constituting the Board of Trustees shall be reduced
accordingly.


 


13

















 


(b)           So long as any Series K
Preferred Shares are outstanding, in addition to any other vote or consent of
shareholders required by law or by the Declaration of Trust of the Trust, the
affirmative vote or consent of at least sixty-six and two-thirds percent
(66-2/3%) of the votes entitled to be cast by the holders of the outstanding
Series K Preferred Shares voting as a single class with the holders of all
other classes or series of Voting Parity Shares entitled to vote on such
matters, given in person or by proxy, either in writing without a meeting or by
vote at any meeting called for the purpose, shall be necessary for effecting or
validating:


 


(i)            Any amendment,
alteration or repeal of any of the provisions of, or the addition of any
provision to, these Articles Supplementary, the Declaration of Trust or the
By-Laws of the Trust that materially adversely affects the voting powers,
rights or preferences of the holders of the Series K Preferred Shares; provided,
however, that the amendment of or supplement to the provisions of the
Declaration of Trust to authorize, create, increase or decrease the authorized
amount of, or to issue Junior Shares, Series K Preferred Shares or any
class of Parity Shares shall not be deemed to materially adversely affect the
voting powers, rights or preferences of the holders of Series K Preferred
Shares; or


 


(ii)           The authorization,
creation of, increase in the authorized amount of, or issuance of shares of any
class or series of Senior Shares or any security convertible or exchangeable
into shares of any class or series of Senior Shares (whether or not such class
or series of Senior Shares is currently authorized);


 


provided, however,
that no such vote of the holders of Series K Preferred Shares shall be
required if, at or prior to the time when such amendment, alteration or repeal
is to take effect, or when the issuance of any such Senior Shares or
convertible or exchangeable security is to be made, as the case may be,
provision is made for the redemption of all outstanding Series K Preferred
Shares to the extent such redemption is authorized by Section 5 of this
Article.


 


For
purposes of the foregoing provisions and all other voting rights under these
Articles Supplementary, each Series K Preferred Share shall have one (1) vote
per share, except that when any other class or series of preferred shares of
the Trust shall have the right to vote with the Series K Preferred Shares
as a single class on any matter, then the Series K Preferred Shares and
such other class or series shall have with respect to such matters one half of
one vote per $50.00 of stated liquidation preference.  Except as otherwise required by applicable
law or as set forth herein or in the Declaration of Trust, the Series K
Preferred Shares shall not have any relative, participating, optional or other
special voting rights and powers other than as set forth herein, and the
consent of the holders thereof shall not be required for the taking of any
action by the Trust.


 


10.          RECORD HOLDERS.


 


The
Trust and the Transfer Agent may deem and treat the record holder of any Series K
Preferred Share as the true and lawful owner thereof for all purposes, and
neither the Trust nor the Transfer Agent shall be affected by any notice to the
contrary.


 


14

















 


11.          RESTRICTIONS ON OWNERSHIP AND TRANSFER; REMEDIES.


 


Article VII
of the Declaration of Trust sets forth certain ownership and transfer
restrictions relating to the Equity Shares, including the Series K
Preferred Shares.  Article VII of
the Declaration of Trust is hereby incorporated by reference herein.


 


FOURTH: These Articles Supplementary have been duly
adopted by all necessary action on the part of the Trust.


 


15

















 


IN WITNESS WHEREOF, the Trust has caused these presents to be signed in its name and on its
behalf by its President and Chief Executive Officer and witnessed by its Secretary,
Vice President and General Counsel on December     ,
2006.


 


	
  WITNESS:

  	
   

  	
  CORPORATE
  OFFICE PROPERTIES TRUST

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name: 

  	
  Karen M. Singer

  	
   

  	
  Name: 

  	
  Randall M. Griffin

  
	
  Title:

  	
  Secretary, Vice President & General Counsel

  	
   

  	
  Title:

  	
  President and Chief Executive Officer

  



 


THE UNDERSIGNED, Secretary, Vice President and General Counsel of CORPORATE OFFICE
PROPERTIES TRUST, hereby acknowledges in the name and on behalf of said Trust
the foregoing Articles Supplementary to be the official act of said Trust and
hereby certifies that the matters and facts set forth herein with respect to
the authorization and approval thereof are true in all material respects under
the penalties of perjury.


 


 


	
   

  	
   

  	
   

  
	
  Name: 

  	
  Karen M. Singer

  	
   

  	
   

  	
   

  
	
  Title:

  	
  Secretary, Vice President and General Counsel

  	
   

  	
   

  	
   

  



 

















 


Exhibit B


 


REGISTRATION RIGHTS AGREEMENT


 


Dated December       ,
2006


 


by and among


 


CORPORATE OFFICE PROPERTIES TRUST


 


and the


 


JOSEPH J. CREDIT, AS AGENT FOR
THE HOLDERS


 


OF THE COMMON STOCK OF NOTTINGHAM
VILLAGE, INC.


 

















 


REGISTRATION RIGHTS AGREEMENT


 


This
Registration Rights Agreement, dated as of December     ,
2006 (the “Agreement”), between Corporate Office Properties Trust, a Maryland
real estate investment trust (the “Company”), and
Joseph J. Credit, as agent (the “Agent”) for,
pursuant to a power of attorney given by, each of the persons listed on Schedule
I hereto (each an “Initial  Holder” and, collectively, the “Initial
Holders”).


 


Pursuant
to the Purchase Agreement (as defined herein), the holders of the Class A
common stock, par value $10.00 per share and the Class B common stock, par
value $1.00 per share (collectively, the “Nottingham Common Stock”),
of Nottingham Village, Inc., a Maryland corporation (“Nottingham
Village”), will receive from the Company in the Merger (as defined
herein), as consideration for their shares of Nottingham common Stock,
consideration consisting of (i) Series K convertible preferred shares
of beneficial interest, par value $0.01 per share, of the Company (the “Series K Preferred Shares”) and (ii) common shares
of beneficial interest, par value $0.01 per share, of the Company (the “Common Shares” and, collectively with the Series K
Preferred Shares, the “Shares”).  The Series K Preferred Shares will be
convertible in accordance with the terms and conditions set forth in the
Articles Supplementary fixing the terms of the Series K Preferred Shares
(the “Articles Supplementary”), into Common
Shares.


 


To
induce Nottingham Village to enter into the Purchase Agreement, the Company has
agreed to provide the registration rights set forth in this Agreement, whereby
the Company agrees with the Agent, for the benefit of the Holders (as defined
herein) from time to time of the Shares, as follows:


 


1.             Definitions.  Capitalized terms used herein without definition
shall have their respective meanings set forth in the Purchase Agreement.  As used in this Agreement, the following
capitalized defined terms shall have the following meanings:


 


“Act” shall mean the Securities Act of 1933, as amended, and
the rules and regulations of the Commission promulgated thereunder.


 


“Additional
Shares” means Common Shares or other securities of the Trust issued
in respect of the Shares by reason of or in connection with any dividend,
distribution, split, purchase in any rights offering or in connection with any
exchange for or replacement of such shares or any combination of shares,
recapitalization, merger or consolidation, or any other equity securities
issued pursuant to any other pro rata distribution with respect to the Common
Shares.


 


“Agent” shall have the meaning set forth in the preamble
hereto.


 


“Affiliate” shall have the meaning specified in Rule 405
under the Act or any successor rule promulgated by the Commission under
the Act, and the terms “controlling”
and “controlled” shall have meanings
correlative thereto.


 

















 


“Automatic Shelf Registration Statement” shall mean a
registration statement on Form S-3 filed by a Well-Known Seasoned Issuer
which shall become effective upon filing thereof pursuant to General Instruction
I.D of Form S-3.


 


“Broker-Dealer” shall mean any broker or dealer registered as
such under the Exchange Act.


 


“Business Day” shall mean any day other than a Saturday, a
Sunday or a legal holiday or a day on which banking institutions or trust
companies are authorized or obligated by law to close in New York City.


 


“Closing Date” shall have the meaning set forth in the
Purchase Agreement.


 


“Commission” shall mean the Securities and Exchange
Commission.


 


“Common Shares” shall have the meaning set forth in the
preamble hereto.


 


“Company” shall have the meaning set forth in the preamble
hereto.


 


“Deferral Period” shall have the meaning indicated in Section 3(i) hereof.


 


“DTC” shall mean The Depository Trust Company, New York, New
York.


 


“Exchange Act” shall mean the Securities Exchange Act of
1934, as amended, and the rules and regulations of the Commission
promulgated thereunder.


 


“Free Writing Prospectus” shall have the meaning specified in
Rule 405 under the Act or any successor rule promulgated by the Commission
under the Act.


 


“Holder” or “Holders”
shall mean the Initial Holders and/or any Person who, or that, has received
directly or indirectly from an Initial Holder, pursuant to a Transfer, any of
such Initial Holder’s Shares; provided, that such Transfer is
permissible pursuant to federal and state securities laws, the Company’s
Declaration of Trust and the Articles Supplementary.


 


“Initial Holder” or “Initial Holders”
shall have the meaning set forth in the preamble hereto.


 


“Issuer Free Writing Prospectus” shall have the meaning
specified in Rule 433 under the Act or any successor rule promulgated
by the Commission under the Act.


 


“Losses” shall have the meaning set forth in Section 5(d) hereof.


 


“Majority Holders” shall mean, on any date, Holders of a
majority of the Registrable Securities.


 


“Managing Underwriters” shall mean the investment banker or
investment bankers and manager or managers that administer an underwritten
offering, if any, conducted pursuant to Section 6 hereof.


 


2

















 


“Merger” shall mean the merger of Nottingham Village with and
into Merger Subsidiary, as contemplated by the Purchase Agreement.


 


“NASD Rules” shall mean the Conduct Rules and the
By-Laws of the National Association of Securities Dealers, Inc.


 


“Notice and Questionnaire” shall mean a written notice
delivered to the Company substantially in the form attached hereto as Exhibit A.


 


“Notice Holder” shall mean, on any date, any Holder of
Registrable Securities that has delivered a Notice and Questionnaire to the
Company on or prior to such date.


 


“Nottingham Common Stock” shall have the meaning set forth in
the preamble hereto.


 


“Nottingham Village” shall have the meaning set forth in the
preamble hereto.


 


“Operating Partnership” shall mean Corporate Office
Properties, L.P., a Delaware limited partnership.


 


“Person” shall mean an individual,
partnership, corporation, limited liability company, trust or unincorporated
organization, or a government or agency or political subdivision thereof.


 


“Prospectus” shall mean the prospectus included in the Shelf
Registration Statement, including a prospectus that omits information in
reliance upon Rule 430A or Rule 430B under the Act), as amended or
supplemented by any prospectus supplement, with respect to the terms of the
offering of any portion of the Common Shares covered by the Shelf Registration
Statement, and all amendments and supplements thereto, including any and all
exhibits thereto and any information incorporated by reference therein.


 


“Purchase Agreement” shall mean that certain Purchase
Agreement and Agreement and Plan of Merger, dated as of November     ,
2006, by and among the Company, the Operating Partnership, W&M Business
Trust, a Maryland business trust (“Merger Subsidiary”)
and Nottingham Village, relating to the merger of Nottingham Village with and
into Merger Subsidiary, with Merger Subsidiary continuing as the surviving
entity in such merger.


 


“Registrable Securities” shall mean Common Shares issued to
the Initial Holders in connection with the Merger and the Common Shares
issuable upon conversion by the Holders of the Series K Preferred Shares
issued to the Initial Holders in connection with the Merger, in each case, upon
original issuance and at all times subsequent thereto, including upon the
transfer thereof by the Initial Holders and any subsequent Holders, including
any Additional Shares, other than any such Common Shares that have (i) been
registered under the Shelf Registration Statement and disposed of in accordance
therewith, (ii) have become eligible to be sold without restriction as
contemplated by Rule 144(k) under the Act or any successor rule or
regulation thereto that may be adopted by the Commission and (iii) ceased
to be outstanding.


 


“Registration Expenses” shall mean any and all expenses
incident to performance of or compliance by the Company with this Agreement,
including without limitation: (i) all Commission or National Association
of Securities Dealers, Inc. (the “NASD”)
registration and 


 


3

















 


filing
fees, including, if applicable, the fees and expenses of any “qualified
independent underwriter” (and its counsel) that is required to be retained by
any Holder of Registrable Securities in accordance with the rules and
regulations of the NASD, (ii) all fees and expenses incurred in connection
with compliance with state securities or blue sky laws (including reasonable
fees and disbursements of one counsel for all underwriters or Holders as a
group in connection with blue sky qualification of any of the Registrable
Securities) and compliance with the rules of the NASD, (iii) all
expenses of any Persons in preparing or assisting in preparing, word
processing, printing and distributing any Shelf Registration Statement, any
Prospectus and any amendments or supplements thereto, and in preparing or
assisting in preparing, printing and distributing any underwriting agreements,
securities sales agreements and other documents relating to the performance of
and compliance with this Agreement, (iv) the fees and disbursements of
counsel for the Company and of the independent certified public accountants of
the Company, including the expenses of any “cold comfort” letters required by
or incident to the performance of and compliance with this Agreement, and (v) the
reasonable fees and expenses of any special experts retained by the Company in
connection with the Shelf Registration Statement.


 


“Series K Preferred Shares” shall have the meaning set
forth in the preamble hereto.


 


“Shares” shall have the meaning set forth in the preamble
hereto.


 


“Shelf Registration Period” shall have the meaning set forth
in Section 2(c) hereof.


 


“Shelf Registration Statement” shall mean a “shelf”
registration statement of the Company pursuant to the provisions of Section 2
hereof which covers some or all of the Registrable Securities on an appropriate
form under Rule 415 under the Act, or any similar rule that may be
adopted by the Commission, amendments and supplements to such registration
statement, including post-effective amendments, in each case including the
Prospectus contained therein, all exhibits thereto and all material
incorporated by reference therein.


 


“Transfer”, “transferring” or “transferred”
shall mean any sale or other disposition of any Registrable Securities that
would constitute a sale thereof under the Securities Act.


 


“Underwriter” shall mean any underwriter of Common Shares in
connection with an offering thereof under the Shelf Registration Statement.


 


“Well-Known Seasoned Issuer” or “WKSI”
shall have the meaning set forth in Rule 405 under the Act or any
successor rule promulgated by the Commission under the Act.


 


2.             Shelf Registration.  (a)  The Company shall as promptly as
practicable (but in no event more than 65 days after the Closing Date) file
with the Commission a Shelf Registration Statement (which shall be, if the
Company is, on the date of such filing, a WKSI, an Automatic Shelf Registration
Statement) providing for the registration of, and the sale on a continuous or
delayed basis by the Holders of, all of the Registrable Securities, from time
to time in accordance with the methods of distribution elected by such Holders,
pursuant to Rule 415 under the Act or any similar rule that may be
adopted by the Commission.


 


4






 












 


(b)           At the date hereof: (A) the Company satisfies all of
the requirements of the Securities Act for use of Form S-3 for the
registration of the Registrable Securities contemplated hereby; (B) the
Company is a WKSI, including not having been and not being an “ineligible
issuer,” as defined in Rule 405 of the Securities Act; (C) the
Registrable Securities are eligible for registration by the Company on an
Automatic Shelf Registration Statement; and (D) the Company has not
received from the Commission any notice pursuant to Rule 401(g)(2) of
the Securities Act objecting to the use of the Automatic Shelf Registration
Statement form.


 


(c)           If the Shelf Registration Statement is not an Automatic
Shelf Registration Statement, the Company shall use its best commercially
practicable efforts to cause the Shelf Registration Statement to become or be
declared effective under the Act as promptly as practicable but in no event
later than 120 days after the Closing Date.


 


(d)           The Company shall use its best commercially practicable
efforts to keep the Shelf Registration Statement continuously effective,
supplemented and amended as required by the Act, in order to permit the
Prospectus forming part thereof to be usable by Holders for a period (the “Shelf Registration Period”) from the date the Shelf
Registration Statement is declared effective by the Commission (or becomes
effective in the case of an Automatic Shelf Registration Statement) until the
date upon which there are no Registrable Securities outstanding.


 


(e)           The Company shall cause the Shelf Registration Statement
and the related Prospectus and any amendment or supplement thereto, as of the
effective date of the Shelf Registration Statement or such amendment or
supplement, (i) to comply in all material respects with the applicable
requirements of the Act; and (ii) not to contain any untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary in order to make the statements therein (in the case of the
Prospectus, in the light of the circumstances under which they were made) not
misleading.


 


(f)            No later than 30 days after the Closing Date, each Holder
of Registrable Securities agrees to deliver, or to cause to be delivered on its
behalf by the Agent, a Notice and Questionnaire and such other information as
the Company may reasonably request in writing, if any.


 


3.             Registration Procedures.  The following provisions shall apply in
connection with the Shelf Registration Statement.


 


(a)           The Company shall:


 


(i)            furnish to the Agent and his counsel, not less than three
Business Days prior to the filing thereof with the Commission, a copy of the
Shelf Registration Statement and each amendment thereto and each amendment or
supplement, if any, to the Prospectus included therein (including all documents
incorporated by reference therein after the initial filing) and shall use its
best commercially practicable efforts to reflect in each such document, when so
filed with the Commission, such comments as the Agent reasonably proposes; and


 


5

















 


(ii)           include information regarding the Holders and the
reasonable methods of distribution they have elected for their Registrable
Securities provided to the Company in Notices and Questionnaires as necessary
to permit such distribution by the methods specified therein.


 


(b)           The Company shall ensure that:


 


(i)            the Shelf Registration Statement and any amendment
thereto and any Prospectus forming part thereof and any amendment or supplement
thereto complies in all material respects with the Act; and


 


(ii)           the Shelf Registration Statement and any amendment thereto
does not, when it becomes effective, contain an untrue statement of a material
fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading.


 


(c)           The Company shall advise the Agent and the Notice Holders,
and confirm such advice in writing, if requested (which notice pursuant to
clauses (ii)-(v) of this Section 3(c) shall be accompanied by an
instruction to suspend the use of the Prospectus until the Company shall have
remedied the basis for such suspension):


 


(i)            when the Shelf Registration Statement and any amendment
thereto has been filed with the Commission and when the Shelf Registration
Statement or any post-effective amendment thereto has become effective;


 


(ii)           of any request by the Commission for any amendment or
supplement to the Shelf Registration Statement or the Prospectus or for
additional information;


 


(iii)          of the issuance by the Commission of any stop order
suspending the effectiveness of the Shelf Registration Statement or the
institution or threatening of any proceeding for that purpose;


 


(iv)          of the receipt by the Company of any notification with
respect to the suspension of the qualification of the Common Shares included
therein for sale in any jurisdiction or the institution or threatening of any
proceeding for such purpose; and


 


(v)           of the happening of any event that requires any change in
the Shelf Registration Statement or the Prospectus so that, as of such date,
they (A) do not contain any untrue statement of a material fact and (B) do
not omit to state a material fact required to be stated therein or necessary to
make the statements therein (in the case of the Prospectus, in the light of the
circumstances under which they were made) not misleading.


 


(d)           The Company shall use its best commercially practicable
efforts to prevent the issuance of any order suspending the effectiveness of
the Shelf Registration Statement or the qualification of the securities therein
for sale in any jurisdiction and, if issued, to obtain as soon as possible the
withdrawal thereof.  The Company shall
undertake additional reasonable actions 


 


6

















 


as required to permit unrestricted resales of the
Common Shares in accordance with the terms and conditions of this Agreement.


 


(e)           Upon request, the Company shall furnish to each Notice
Holder, without charge, at least one copy of the Shelf Registration Statement
and any post-effective amendment thereto, including all material incorporated
therein by reference, and, if a Notice Holder so requests in writing, all
exhibits thereto (including exhibits incorporated by reference therein).


 


(f)            During the Shelf Registration Period, the Company shall
promptly deliver to the Agent, each Notice Holder, and any sales or placement
agents or underwriters acting on their behalf, without charge, as many copies
of the Prospectus (including the preliminary Prospectus, if any) included in
the Shelf Registration Statement and any amendment or supplement thereto as any
such person may reasonably request.  The
Company consents to the use of the Prospectus or any amendment or supplement
thereto by each of the foregoing in connection with the offering and sale of
the Common Shares.


 


(g)           Prior to any offering of Common Shares pursuant to the
Shelf Registration Statement, the Company shall arrange for the qualification
of the Common Shares for sale under the laws of such jurisdictions as any
Notice Holder shall reasonably request and shall maintain such qualification in
effect so long as required; provided that in no event shall the Company be
obligated to qualify to do business in any jurisdiction where it is not then so
qualified or to take any action that would subject it to service of process in
suits, other than those arising out of the Initial Placement or any offering
pursuant to the Shelf Registration Statement, in any jurisdiction where it is
not then so subject.


 


(h)           Upon the occurrence of any event contemplated by
subsections (c)(ii) through (v) above, the Company shall promptly (or
within the time period provided for by Section 3(i) hereof, if
applicable) prepare a post-effective amendment to the Shelf Registration Statement
or an amendment or supplement to the related Prospectus or file any other
required document so that, as thereafter delivered to Holders of the securities
included therein, the Prospectus will not include an untrue statement of a
material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading.


 


(i)            Upon the occurrence or existence of any pending corporate
development, public filings with the Commission or any other material event
that, in the reasonable judgment of the Company, makes it appropriate to
suspend the availability of the Shelf Registration Statement and the related
Prospectus, the Company shall give notice (without notice of the nature or
details of such events) to the Notice Holders that the availability of the
Shelf Registration Statement is suspended and, upon actual receipt of any such
notice, each Notice Holder agrees not to sell any Registrable Securities
pursuant to the Shelf Registration Statement until such Notice Holder’s receipt
of copies of the supplemented or amended Prospectus provided for in Section 3(h) hereof,
or until it is advised in writing by the Company that the Prospectus may be used,
and has received copies of any additional or supplemental filings that are
incorporated or deemed incorporated by reference in such Prospectus.  The period during which the availability of
the Shelf Registration Statement and any Prospectus is suspended (the “Deferral Period”) shall not exceed 45 days in any 90-day
period or 90 days in any 360-day 


 


7

















 


period; provided, that, if the event
triggering the Deferral Period relates to a proposed or pending material
business transaction, the disclosure of which the board of trustees of the
Company determines in good faith would be reasonably likely to impede the
ability to consummate the transaction or would otherwise be seriously
detrimental to the Company and its subsidiaries taken a whole, the Company may
extend the Deferral Period from 45 days to 60 days in any 90-day period or from
90 days to 120 days in any 360-day period.


 


(j)            The Company shall use its best commercially practicable
efforts to prepare and file in a timely manner all documents and reports
required by the Exchange Act and, to the extent the Company’s obligation to
file such reports pursuant to Section 13(a) or 15(d) of the
Exchange Act for the term of this Agreement. 
The Company shall comply with all applicable rules and regulations
of the Commission and shall make generally available to its securityholders (by
virtue of filing its Annual Report on Form 10-K with the Securities and
Exchange Commission on its EDGAR filing system or otherwise) an earnings
statement satisfying the provisions of Section 11(a) of the Act as
soon as practicable after the effective date of the Shelf Registration
Statement and in any event no later than 45 days after the end of a 12-month
period (or 90 days, if such period is a fiscal year) beginning with the first
month of the Company’s first fiscal quarter commencing after the effective date
of the Shelf Registration Statement


 


(k)           The Company may require each Holder of Common Shares to be
sold pursuant to the Shelf Registration Statement to furnish to the Company
such information regarding the Holder and the distribution of such Common
Shares as may from time to time be required by the Act to be included in the
Shelf Registration Statement.  The
Company may exclude from the Shelf Registration Statement the Common Shares of
any Holder that fails to furnish such information within a reasonable time
after receiving such request.


 


(l)            The Company shall use its best commercially practicable
efforts to take all other steps necessary to effect the registration of the
Common Shares covered by the Shelf Registration Statement.


 


4.             Registration Expenses.  The Company shall pay all Registration
Expenses in connection with any Shelf Registration Statement filed pursuant to
Section 2(a) hereof (including the reasonable fees and disbursements
of no more than one firm of counsel for the Holders of the Registrable
Securities in connection with the review of any Shelf Registration Statement,
Prospectus or amendment or supplement thereto in accordance with the provisions
of Section 3(a) hereof, which counsel shall be reasonably
satisfactory to the Company). Except as provided herein, each Holder shall pay
all expenses of its counsel, underwriting discounts and commissions and
transfer taxes, if any, relating to the sale or disposition of such Holder’s
Registrable Securities pursuant to the Shelf Registration Statement.


 


5.             Indemnification and
Contribution.


 


(a)           The Company shall indemnify and hold harmless each Holder
of Registrable Securities, its directors, officers, employees and agents, and
each person, if any, who controls any Holder within the meaning of the
Securities Act or the Exchange Act (each, an “Indemnified
Holder”), against any loss, claim, damage, liability or expense, as
incurred, or any action in respect thereof (including, but not limited to, any
loss, claim, damage, liability or 


 


8

















 


expense relating to resales of the Registrable
Securities) (collectively, “Losses”), to
which such Indemnified Holder may become subject, insofar as any such Loss
arises out of or is based upon:


 


(i)            any untrue statement or alleged untrue statement of a
material fact contained in (A) the Shelf Registration Statement as
originally filed or in any amendment thereof, or (B) any blue sky
application or other document or any amendment or supplement thereto prepared
or executed by the Company (or based upon written information furnished by or
on behalf of the Company expressly for use in such blue sky application or
other document or amendment or supplement) filed in any jurisdiction
specifically for the purpose of qualifying any or all of the Registrable
Securities under the securities law of any state or other jurisdiction (such
application or document being hereinafter called a “Blue Sky
Application”), or, in each case, the omission or alleged omission to
state therein any material fact required to be stated therein or necessary to
make the statements therein not misleading; or


 


(ii)           any untrue statement or alleged untrue statement of a
material fact contained in any Issuer Free Writing Prospectus, any preliminary
prospectus or the Prospectus (or any amendment or supplement thereto), or the
omission or alleged omission therefrom of a material fact, in each case,
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading,


 


and
to reimburse each Indemnified Holder for any and all expenses including the
reasonable fees and disbursements of counsel as such expenses are reasonably
incurred by such Indemnified Holder in connection with investigating,
defending, settling, compromising or paying any such Loss; provided, however,
that the foregoing indemnity agreement shall not apply to any Loss to the
extent, but only to the extent, arising out of or based upon any untrue
statement or alleged untrue statement or omission or alleged omission made in
reliance upon and in conformity with written information furnished to the
Company by or on behalf of such Holder (or its related Indemnified Holder)
expressly for use therein.  The indemnity
agreement set forth in this Section 5(a) shall be in addition to any
liabilities that the Company may otherwise have.


 


The
Company also agrees to indemnify as provided in this Section 5(a) or
contribute as provided in Section 5(e) hereof to Losses of each
underwriter (as defined in the Act), if any, of Registrable Securities
registered under a Shelf Registration Statement, their directors, officers,
employees or agents and each person who controls such underwriter on
substantially the same basis as that of the indemnification of the selling
Holders provided in this Section 5(a) and shall, if requested by any
Holder, enter into an underwriting agreement reflecting such agreement.


 


(b)           Each Holder agrees, severally and not jointly, to
indemnify and hold harmless the Company, each of its trustees, each of its
officers who sign the Shelf Registration Statement and each person, if any, who
controls the Company within the meaning of the Securities Act or the Exchange
Act (i) to the same extent as the foregoing indemnity from the Company to
each such Holder, but only with reference to written information relating to
such Holder furnished to the Company by or on behalf of such Holder
specifically for inclusion in the documents referred to in the foregoing
indemnity and (ii) against any Loss, joint or several, including, but not
limited to, any Loss relating to resales of the Registrable Securities, to
which 


 


9

















 


such person may become subject, insofar as any such
Loss arises out of, or is based upon any Free Writing Prospectus used by such
Holder without the prior consent of the Issuer, and in connection with any
underwritten offering, the underwriters, provided that the indemnification
obligation in this clause (ii) shall be several, not joint and several,
among the Holders who used such Free Writing Prospectus.  This indemnity agreement set forth in this
Section shall be in addition to any liabilities which any such Holder may
otherwise have.


 


(c)           Promptly after receipt by an indemnified party under this
Section 5 of notice of the commencement of any action, such indemnified
party will, if a claim in respect thereof is to be made against an indemnifying
party under this Section 5, notify the indemnifying party in writing of
the commencement thereof, but the failure to notify the indemnifying party (i) will
not relieve it from liability under paragraph (a) or (b) above unless
and to the extent it did not otherwise learn of such action and such failure
results in the forfeiture by the indemnifying party of substantial rights and
defenses and (ii) will not, in any event, relieve the indemnifying party
from any obligations to any indemnified party other than the indemnification
obligation provided in paragraph (a) or (b) above.  In case any such action is brought against
any indemnified party and such indemnified party seeks or intends to seek
indemnity from an indemnifying party, the indemnifying party will be entitled
to participate in, and, to the extent that it shall elect, jointly with all
other indemnifying parties similarly notified, by written notice delivered to
the indemnified party promptly after receiving the aforesaid notice from such
indemnified party, to assume the defense thereof with counsel satisfactory to
such indemnified party in its reasonable discretion; provided, however, if the
defendants in any such action include both the indemnified party and the
indemnifying party and the indemnified party shall have reasonably concluded
that a conflict may arise between the positions of the indemnifying party and
the indemnified party in conducting the defense of any such action or that
there may be legal defenses available to it and/or other indemnified parties
that are different from or additional to those available to the indemnifying
party, the indemnified party or parties shall have the right to select separate
counsel to assume such legal defenses and to otherwise participate in the
defense of such action on behalf of such indemnified party or parties.  Upon receipt of notice from the indemnifying
party to such indemnified party of such indemnifying party’s election so to
assume the defense of such action and approval by the indemnified party of
counsel, the indemnifying party will not be liable to such indemnified party
under this Section 5 for any legal or other expenses subsequently incurred
by such indemnified party in connection with the defense thereof unless (i) the
indemnified party shall have employed separate counsel in accordance with the
proviso to the preceding sentence (it being understood, however, that the
indemnifying party shall not be liable for the expenses of more than one
separate counsel (other than local counsel), reasonably approved by the
indemnifying party, representing the indemnified parties who are parties to
such action) or (ii) the indemnifying party shall not have employed
counsel satisfactory to the indemnified party in its reasonable discretion to represent
the indemnified party within a reasonable time after notice of commencement of
the action, in each of which cases the reasonable fees and expenses of counsel
shall be at the expense of the indemnifying party.


 


(d)           The indemnifying party under this Section 5 shall not
be liable for any settlement of any proceeding effected without its written
consent, which shall not be withheld unreasonably, but if settled with such
consent or if there is a final judgment for the plaintiff, the indemnifying
party agrees to indemnify the indemnified party against any Loss by reason of
such settlement or judgment. 
Notwithstanding the foregoing sentence, if at any time an indemnified 


 


10

















 


party shall have requested an indemnifying party to
reimburse the indemnified party for reasonable fees and expenses of counsel as
contemplated by Section 5(c) hereof, the indemnifying party agrees
that it shall be liable for any settlement of any proceeding effected without
its written consent if (i) such settlement is entered into more than 30
days after receipt by such indemnifying party of the aforesaid request and (ii) such
indemnifying party shall not have reimbursed the indemnified party in
accordance with such request prior to the date of such settlement.  No indemnifying party shall, without the
prior written consent of the indemnified party, effect any settlement,
compromise or consent to the entry of judgment in any pending or threatened
action, suit or proceeding in respect of which any indemnified party is or
could have been a party and indemnity was or could have been sought hereunder
by such indemnified party, unless such settlement, compromise or consent (x) includes
an unconditional release of such indemnified party from all liability on claims
that are the subject matter of such action, suit or proceeding and (y) does
not include a statement as to or an admission of fault, culpability or a
failure to act, by or on behalf of any indemnified party.


 


(e)           If the indemnification provided for in Section 5 is
for any reason unavailable to or otherwise insufficient to hold harmless an
indemnified party in respect of any Loss referred to therein, then each
indemnifying party shall contribute to the aggregate amount paid or payable by
such indemnified party, as incurred, as a result of any Loss referred to
therein:


 


(i)            in such proportion as is appropriate to reflect the
relative benefits received by the Company, on the one hand, and the Holders, on
the other hand, from the offering and sale of the Registrable Securities, on
the one hand, and a Holder with respect to the sale by such Holder of the
Registrable Securities, on the other hand, or


 


(ii)           if the allocation provided by Section (6)(e)(i) above
is not permitted by applicable law, in such proportion as is appropriate to
reflect not only the relative benefits referred to in Section 5(e)(i) above
but also the relative fault of the Company, on the one hand, and the Holders,
on the other hand, in connection with the statements or omissions or alleged
statements or omissions that resulted in such Loss, as well as any other
relevant equitable considerations.


 


The
relative fault of the Company, on the one hand, and the Holders, on the other
hand, shall be determined by reference to, among other things, whether any such
untrue or alleged untrue statement of a material fact or omission or alleged
omission to state a material fact relates to information supplied by the
Company, on the one hand, or the Holders, on the other hand, and the parties’
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission.  The
Company and the Holders agree that it would not be just and equitable if
contribution pursuant to this Section 5(e) were determined by pro
rata allocation (even if the Holders were treated as one entity for such
purpose) or by any other method of allocation that does not take account of the
equitable considerations referred to in this Section 5(e).


 


The
amount paid or payable by a party as a result of the Loss referred to above
shall be deemed to include, subject to the limitations set forth in Section 5(c),
any legal or other fees or expenses reasonably incurred by such party in
connection with investigating or defending any action or claim.


 


11

















 


Notwithstanding
the provisions of this Section 5, in no event will (i) any Holder be
required to undertake liability to any person under this Section 5 for any
amounts in excess of the dollar amount of the proceeds to be received by such
Holder from the sale of such Holder’s Registrable Securities (after deducting
any fees, discounts and commissions applicable thereto) pursuant to any Shelf
Registration Statement under which such Registrable Securities are to be
registered under the Securities Act and (ii) any underwriter be required
to undertake liability to any person hereunder for any amounts in excess of the
discount or commission payable to such underwriter with respect to the
Registrable Securities underwritten by it and distributed to the public.  No Person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any Person who was not
guilty of such fraudulent misrepresentation. 
The Holders’ obligations to contribute as provided in this Section 5(e) are
several and not joint.


 


(f)            The provisions of this Section 5 shall remain in
full force and effect, regardless of any investigation made by or on behalf of
any Holder or the Company or any of the officers, directors, employees, agents
or controlling persons referred to in Section 5 hereof, and will survive
the sale by a Holder of Registrable Securities.


 


6.             Underwritten Registrations.  (a)  In no event will the method of
distribution of Registrable Securities take the form of an underwritten
offering without the prior written consent of the Company, which consent shall
not be unreasonably withheld.


 


(b)           If any Common Shares covered by the Shelf Registration
Statement are to be sold in an underwritten offering, the Managing Underwriters
shall be selected by the Company, subject to the prior written consent of the
Majority Holders, which consent shall not be unreasonably withheld.


 


(c)           No person may participate in any underwritten offering
pursuant to the Shelf Registration Statement unless such person (i) agrees
to sell such person’s Common Shares on the basis reasonably provided in any
underwriting arrangements approved by the persons entitled hereunder to approve
such arrangements; and (ii) completes and executes all questionnaires,
powers of attorney, indemnities, underwriting agreements and other documents
reasonably required under the terms of such underwriting arrangements.


 


7.             No Inconsistent Agreements.  The Company has not entered into, and agrees
not to enter into, any agreement with respect to its securities that is
inconsistent with the registration rights granted to the Holders herein.


 


8.             Rule 144.  So long as any Registrable Securities remain
outstanding, the Company shall use its reasonable best efforts to file the
reports required to be filed by it under Rule 144(c) under the Act
and the Exchange Act in a timely manner and, if at any time the Company is not
required to file such reports, it will, upon the written request of any Holder
of Registrable Securities, make publicly available other information so long as
necessary to permit sales of such Holder’s Registrable Securities pursuant to
Rules 144 of the Act.  The Company
covenants that it will take such further action as any Holder of Registrable
Securities may reasonably request, all to the extent required from time to time
to enable such Holder to sell Registrable Securities without registration under
the Act within the limitation of the exemptions 


 


12

















 


provided by Rules 144 (including, without
limitation, the requirements of Rule 144A(c)).  Upon the written request of any Holder of
Registrable Securities, the Company shall deliver to such Holder a written
statement as to whether it has complied with such requirements.  Notwithstanding the foregoing, nothing in
this Section 8 shall be deemed to require the Company to register any of
its securities pursuant to the Exchange Act.


 


9.             Listing.  The Company shall use its best commercially
practicable efforts to (i) obtain approval of the listing of the
Registrable Securities on the New York Stock Exchange and (ii) maintain
the approval of the Common Shares for listing on the New York Stock Exchange.


 


10.          Amendments and Waivers.  The provisions of this Agreement may not be
amended, qualified, modified or supplemented, and waivers or consents to
departures from the provisions hereof may not be given, unless the Company has
obtained the written consent of the Majority Holders.


 


11.          Notices.  All notices and other communications provided
for or permitted hereunder shall be made in writing by hand-delivery,
first-class mail, telex, telecopier or air courier guaranteeing overnight
delivery:


 


(a)           if to a Holder, at the most current address given by such
holder to the Company in accordance with the provisions of the Notice and
Questionnaire;


 


(b)           if to the Agent, initially at the address or addresses set
forth in the Purchase Agreement; and


 


(c)           if to the Company, initially at its address set forth in
the Purchase Agreement.


 


All
such notices and communications shall be deemed to have been duly given when
received.


 


The
Agent, Holders or the Company by notice to the other parties may designate
additional or different addresses for subsequent notices or communications.


 


12.          Remedies.  Each Holder, in addition to being entitled to
exercise all rights provided to it herein or in the Purchase Agreement or
granted by law, including recovery of liquidated or other damages, will be
entitled to specific performance of its rights under this Agreement.  The Company agrees that monetary damages
would not be adequate compensation for any loss incurred by reason of a breach
by them of the provisions of this Agreement and hereby agree to waive in any
action for specific performance the defense that a remedy at law would be
adequate.


 


13.          Successors.  This Agreement shall inure to the benefit of
and be binding upon the parties hereto, their respective successors and
assigns, including, without the need for an express assignment or any consent
by the Company thereto, subsequent Holders of Common Shares, and the
indemnified persons referred to in Section 5 hereof.  The Company hereby agrees to extend the
benefits of this Agreement to any Holder of Common Shares, and any such Holder
may specifically enforce the provisions of this Agreement as if an original
party hereto.


 


13

















 


14.          Counterparts.  This Agreement may be signed in one or more
counterparts, each of which shall constitute an original and all of which
together shall constitute one and the same agreement.


 


15.          Headings.  The section headings used herein are for
convenience only and shall not affect the construction hereof.


 


16.          Applicable Law.  This Agreement shall be governed by and
construed in accordance with the laws of the State of New York applicable to
contracts made and to be performed in the State of New York.  The parties hereto each hereby waive any
right to trial by jury in any action, proceeding or counterclaim arising out of
or relating to this Agreement.


 


17.          Severability.  In the event that any one of more of the
provisions contained herein, or the application thereof in any circumstances,
is held invalid, illegal or unenforceable in any respect for any reason, the
validity, legality and enforceability of any such provision in every other
respect and of the remaining provisions hereof shall not be in any way impaired
or affected thereby, it being intended that all of the rights and privileges of
the parties shall be enforceable to the fullest extent permitted by law.


 


If
the foregoing is in accordance with your understanding of our agreement, please
sign and return to us the enclosed duplicate hereof, whereupon this letter and
your acceptance shall represent a binding agreement by and among the Company
and the with the Agent, for the benefit of the Holders.


 


	
   

  	
  Very
  truly yours,

  
	
   

  	
   

  
	
   

  	
  CORPORATE
  OFFICE PROPERTIES TRUST

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


The
foregoing Agreement is hereby confirmed and accepted as of the date first above
written.


 


Joseph
J. Credit, as agent for, pursuant to a power of attorney given by, each of the
persons listed on Schedule I hereto.


 


14






 












 


EXHIBIT A (to Exhibit B)


 


CORPORATE OFFICE PROPERTIES TRUST


 


Selling Shareholder Notice and Questionnaire


 


Corporate
Office Properties Trust (the “Company”) will
file shortly with the United States Securities and Exchange Commission (the
“Commission”) a registration statement on Form S-3 (the “Shelf Registration Statement”).  The Shelf Registration Statement relates to
the registration and resale under the Securities Act of 1933, as amended (the “Securities Act”), of the Company’s common shares of beneficial
interest, $0.01 par value (“Common Shares”),
issued pursuant to that certain Purchase Agreement and Agreement and Plan of
Merger, dated as of November     , 2006, by and among
the Company, Corporate Office Properties, L.P., a Delaware limited partnership,
W&M Business Trust, a Maryland business trust (“Merger
Subsidiary”) and Nottingham Village, relating to the merger (the “Merger”) of Nottingham Village, Inc., a Maryland
corporation (“Merger Subsidiary”), with and
into Merger Subsidiary, with Merger Subsidiary continuing as the surviving
entity in such merger.  The filing of the
Shelf Registration Statement will be made in accordance with the Registration
Rights Agreement (the “Registration Agreement”),
dated as of
                    ,
2006, between the Company and Joseph J. Credit, as agent (the “Agent”) for, pursuant to a power of attorney given by, the
holders of the Class A and Class B common stock of Nottingham Village
(the “Selling Shareholders”).


 


Under
the Registration Agreement, the Company has agreed to include in the Shelf
Registration Statement the Common Shares initially issued to the Selling
Shareholders in connection with the Merger and the Common Shares issuable upon
conversion by the Holders of the Series K Preferred Shares of Beneficial Interest
of the Company issued to the Holders in connection with the Merger.  Such Common Shares are referred to as the “Registrable Securities.”


 


Certain
legal consequences arise from being named as a selling shareholder in the Shelf
Registration Statement and related Prospectus. 
Accordingly, holders and beneficial owners of Registrable Securities are
advised to consult their own securities law counsel regarding the consequences
of being named or not being named as a selling shareholder in the Shelf Registration
Statement and related Prospectus.


 

















 


ACKNOWLEDGEMENT


 


The
undersigned holder (the “Selling Shareholder”)
of Registrable Securities understands that the Company is requesting submission
of this Notice and Questionnaire in order to facilitate compliance with
applicable law and regulations.  The
undersigned, by signing and returning this Notice and Questionnaire, agrees to
be bound with respect to such Registrable Securities by the terms and
conditions of this Notice and Questionnaire.


 


The
Selling Shareholder also acknowledges that, in the event of a transfer of
Registrable Securities (other than pursuant to a sale under the Shelf
Registration Statement), including to donees, pledgees and other successors in
interest, the Company will require such transferee to execute a Notice and
Questionnaire and such other documentation to insure compliance with applicable
law and regulations.


 


The
Selling Shareholder hereby provides the following information to the Company
and represents and warrants that such information is accurate and complete:


 

















 


NOTICE AND QUESTIONNAIRE


 


	
  1.

  	
  (a)

  	
  Full legal name of Selling Shareholder:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  Full legal name of registered holder (if not the same
  as (a) above) of Registrable Securities listed in Item (3) below:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (c)

  	
  Full legal name of DTC Participant (if applicable and
  if not the same as (b) above) through which Registrable Securities
  listed in Item (3) below are held: 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (d)

  	
  State whether the Selling Shareholder is a
  publicly-held entity or a subsidiary of a publicly-held entity (i.e., an
  entity that has a class of securities registered under the Securities
  Exchange Act of 1934, as amended):

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Yes o             No
  o

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  If a subsidiary, please identify the publicly-held
  parent entity:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (e)

  	
  State whether the Selling Shareholder is an investment
  company, or a subsidiary of an investment company, registered under the
  Investment Company Act of 1940:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Yes o             No
  o

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  If a subsidiary, please identify the investment
  company parent entity:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (f)

  	
  If you are not a natural person, and if you answered “No” to
  questions (d) and (e),
  state the number of natural persons who have or share voting or investment
  control over the Registrable Securities:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  If your answer is 3 or fewer, please identify those
  natural persons:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Please note that the SEC requires that these natural persons be named
  in the prospectus.

  



 

















 


	
  2.

  	
  Beneficial Ownership of Securities:

  
	
   

  	
   

  	
   

  
	
   

  	
  Except as set forth below in this Item (2), the undersigned Selling
  Shareholder does not beneficially own any Common Shares or Common Shares
  issuable upon exercise or conversion of any Company securities.

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
  Number of Common Shares purchased under the Purchase
  Agreement and beneficially owned:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  Number of Common Shares beneficially owned other
  than shares received under the Merger Agreement:  

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  3.

  	
  Beneficial Ownership of other securities of the
  Company:

  
	
   

  	
   

  	
   

  
	
   

  	
  Except as set forth below in this Item (3), the undersigned Selling
  Shareholder  is not the beneficial or
  registered owner of any Common Shares or any other security of the Company,
  other than the Common Shares listed above in Item (2).

  
	
   

  	
   

  
	
   

  	
  State any exceptions here:

  
	
   

  	
   

  
	
   

  	
   

  
	
  4.

  	
  Relationship with the Company:

  
	
   

  	
   

  
	
   

  	
  Except as set forth below, neither the Selling Shareholder nor any of
  its affiliates, officers, directors or principal equity holders (5% or more)
  has held any position or office or has had any other material relationship
  with the Company (or its predecessors or affiliates) during the past three
  years.

  
	
   

  	
   

  
	
   

  	
  State any exceptions here:

  
	
   

  	
   

  
	
   

  	
   

  
	
  5.

  	
  (a)

  	
  State whether the undersigned Selling Shareholder is a
  registered broker-dealer.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Yes o             No
  o

  



 

















 


	
   

  	
  (b)

  	
  State whether the undersigned Selling Shareholder
  received the Registrable Securities as compensation for underwriting
  activities and, if so, provide a brief description of the transaction(s) involved.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Yes o             No
  o

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (c)

  	
  State whether the undersigned Selling Shareholder is
  an affiliate of a registered broker-dealer and if so, list the name(s) of
  the broker-dealer affiliate(s).

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Yes o             No
  o

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  If the answer is “Yes,” you must answer question (d) below.

  
	
   

  	
   

  	
   

  
	
   

  	
  (d)

  	
  If the undersigned Selling Shareholder is an affiliate
  of a registered broker-dealer:

  
	
   

  	
   

  	
   

  
	
   

  	
  (i)

  	
  Did the undersigned Selling Shareholder purchase the
  Registrable Securities in the ordinary course of business?

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Yes o             No
  o

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  If the answer is “No,” to question (i) state any
  exceptions below:

  
	
   

  	
   

  	
   

  



 

















 


	
   

  	
  (ii)

  	
  At the time of the purchase of the Registrable
  Securities, did the undersigned Selling Shareholder have any agreements or
  understandings, directly or indirectly, with any person to distribute the
  Registrable Securities?

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Yes o             No
  o

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  If the answer is “Yes,” to question (ii) state
  any exceptions below:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


If the answer is “No” to question (i) or “Yes” to question (ii),
you will be named as an underwriter in the prospectus relating to the
Registrable Securities.


 


By signing below, the Selling Shareholder consents to
the disclosure of the information contained herein in its answers to Items (1) through
(8) above and the inclusion of such information in the Shelf Registration
Statement and related Prospectus.  The Selling
Shareholder understands that such information will be relied upon by the
Company in connection with the preparation of the Shelf Registration Statement
and related Prospectus.


 


In accordance with the Selling Shareholder’s obligation
under the Registration Agreement to provide such information regarding its
ownership of shares as is required for preparation and filing of the Shelf
Registration Statement, the Selling Shareholder agrees to promptly notify the
Company of any inaccuracies or changes in the information provided herein which
may occur subsequent to the date hereof at any time while the Shelf
Registration Statement remains in effect and to provide any additional
information as the Company reasonably may request.


 

















 


IN WITNESS WHEREOF, the undersigned, by authority duly given, has caused this Notice and
Questionnaire to be executed and delivered either in person or by its duly
authorized agent.


 


 


	
  Dated:

  	
   

  	
   

  	
  Selling Shareholder

  
	
   

  	
  (Print/type full legal name of beneficial owner of
  Registrable Securities)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


 


PLEASE FAX THE COMPLETED AND
EXECUTED QUESTIONNAIRE FOR RECEIPT TO:


 


CORPORATE OFFICE PROPERTIES TRUST


6711 Columbia Gateway Drive


Suite 300


Columbia, MD  21046


Attention:  Investor Relations


Facsmile: 
(443) 285-5481


 






 












 


Exhibit C


 


ARTICLES OF MERGER


 


between


 


NOTTINGHAM VILLAGE, INC.


(a Maryland corporation)


 


and


 


W&M BUSINESS TRUST


(a Maryland business trust)


 


NOTTINGHAM
VILLAGE, INC., a corporation duly organized and existing under the laws of
the State of Maryland (“NVI”), and W&M BUSINESS TRUST, a business trust
duly organized and existing under the laws of the State of Maryland (“W&M
Trust”), do hereby certify that:


 


FIRST:   The name and place of incorporation or
organization, as the case may be, of each party to these Articles of Merger are
Nottingham Village, Inc., a Maryland corporation, and W&M Business
Trust, a Maryland business trust. 
W&M Trust shall survive the merger as the successor company and
shall continue under the name “W&M Business Trust” as a business trust of
the State of  Maryland.


 


SECOND:  NVI has its
principal office in the State of Maryland in Baltimore County and does not own
an interest in land in the State of Maryland.


 


THIRD:  W&M Trust has its principal office
in the State of Maryland in Howard County and does not own an interest in land
in the State of Maryland.


 


FOURTH:  A Purchase
Agreement and Agreement and Plan of Merger has been approved and executed by
each of NVI and W&M Trust.


 


FIFTH:  The terms and conditions of the
transaction set forth in these Articles of Merger were advised, authorized, and
approved by NVI in the manner and by the vote required by its charter and the
laws of the state of its incorporation and by W&M Trust in the manner and
by the vote required by its certificate of trust and declaration of trust and
by the laws of the state of its organization. 
The manner of approval was as follows:


 


(a)  The Board of Directors of NVI at a meeting
held on December 14, 2006, adopted resolutions which declared that the
proposed merger was advisable on substantially the terms and conditions set
forth or referred to in the resolutions and directed that the proposed merger
be submitted for consideration at a special meeting of the stockholders of
NVI.  Notice which stated that a purpose
of the special meeting was to act on the proposed merger was given by NVI to
its stockholders as required by law.  The
proposed merger was approved by the stockholders of NVI at a special meeting of
stockholders held on January 3, 2007 by the affirmative vote of the
holders of at least a majority of all shares of NVI common stock that were
outstanding and entitled to vote at the special meeting.


 


(b)  The sole trustee of W&M Trust
adopted resolutions on November 20, 2006 by written consent which declared
that the proposed merger was advisable and approved the merger on substantially
the terms and conditions set forth or referred to in the resolutions.


 

















 


SIXTH:  No amendment to the declaration of trust
of W&M Trust is to be effected as a part of the merger.


 


SEVENTH:  The total number of shares of capital
stock of all classes which NVI has authority to issue, the number of shares of
each class which NVI has authority to issue, and the par value of the shares of
each class which NVI has authority to issue is as follows:  the total number of shares of stock of all
classes which NVI has authority to issue is 400,600 shares of stock, of which
100,000 shares are classified as Class A Common Stock, par value $10.00
per share, 300,000 shares are classified as Class B Common Stock, par
value $1.00 per share and 600 shares are classified as Class C Common
Stock, par value $1.00 per share.  The
aggregate par value of all the shares of stock of all classes of NVI is
$1,300,600.00.


 


EIGHTH:  The total
number of shares of beneficial interest of all classes which W&M Trust has
authority to issue is 1,000 shares of beneficial interest.  There is only one class of shares of
beneficial interest of W&M Trust.


 


NINTH:  The manner and basis of converting or
exchanging issued stock of NVI, the merging corporation, into a combination of
cash, common stock and preferred stock of Corporate Office Properties Trust, a
Maryland real estate investment trust (“COPT”), which is the sole owner of all
of the shares of beneficial interest of W&M Trust, are as follows:


 


(a)  the shares of NVI common stock (the
“Shares”) issued and outstanding immediately prior to the effective time of the
merger shall be converted into, and become exchangeable for a combination of
cash, common stock of COPT and preferred stock of COPT (together, the “Merger
Consideration”) as determined in accordance with that certain Purchase
Agreement and Agreement and Plan of Merger dated as of December 21, 2006
among NVI, COPT, Corporate Office Properties, L.P. and W&M Trust.  At the effective time of the merger, all of
the Shares shall cease to be outstanding, shall be cancelled and shall cease to
exist, and each certificate formerly representing any of such Shares shall
thereafter represent only the right to the Merger Consideration.  The amount of Merger Consideration received
by each stockholder of NVI shall equal the aggregate Merger Consideration
divided by the number of outstanding shares of common stock of NVI multiplied
by the number of shares of NVI common stock then held by such stockholder; and


 


(b)  The shares of beneficial interest in
W&M Trust issued and outstanding immediately prior to the effective time of
the merger shall remain unchanged and shall remain as the issued and
outstanding shares of beneficial interest of the surviving entity.


 


TENTH:  The merger shall become effective upon
the acceptance of these Articles by the State Department of Assessments and
Taxation of the State of Maryland.


 


ELEVENTH:    
The executed Purchase Agreement and Agreement and Plan of Merger is on
file at the principal place of business of W&M Trust which is 6711 Columbia
Gateway Drive, Suite 300, Columbia, Maryland 21046.


 

















 


TWELFTH:  A copy of
the Purchase Agreement and Agreement and Plan of Merger will be furnished by
W&M Trust, on request and without cost, to any stockholder of NVI.


 

















 


IN
WITNESS WHEREOF, NOTTINGHAM VILLAGE, INC. and W&M BUSINESS TRUST have
caused these presents to be signed in their respective names and on their
respective behalves by their respective president or executive vice president
and witnessed by their respective secretaries on January 9, 2006.


 


 


	
  WITNESS:

  	
   

  	
  NOTTINGHAM
  VILLAGE, INC.

  
	
   

  	
   

  	
  (a Maryland corporation)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
  Secretary

  	
   

  	
   

  	
  J.
  Joseph Credit, President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  W&M
  BUSINESS TRUST

  
	
   

  	
   

  	
  (a Maryland business trust)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
  Secretary

  	
   

  	
   

  	
  Roger
  A. Waesche, Jr., Chief Operating Officer and Executive Vice President

  



 

















 


THE
UNDERSIGNED, President of NOTTINGHAM VILLAGE, INC., who executed on behalf
of NVI the foregoing Articles of Merger of which this certificate is made a
part, hereby acknowledges in the name and on behalf of NVI the foregoing
Articles of Merger to be the corporate act of NVI and hereby certifies that to
the best of his knowledge, information and belief the matters and facts set
forth therein with respect to the authorization and approval thereof are true
in all material respects under the penalties of perjury.


 


 


	
   

  	
   

  
	
   

  	
  J.
  Joseph Credit, President

  



 


 


THE
UNDERSIGNED, Chief Operating Officer and Executive Vice President of W&M
BUSINESS TRUST, who executed on behalf of W&M Trust the foregoing Articles
of Merger of which this certificate is made a part, hereby acknowledges in the
name and on behalf of W&M Trust the foregoing Articles of Merger to be the
corporate act of W&M Trust and hereby certifies that to the best of his
knowledge, information and belief the matters and facts set forth therein with
respect to the authorization and approval thereof are true in all material
respects under the penalties of perjury.


 


 


	
   

  	
   

  
	
   

  	
  Roger
  A. Waesche, Jr., Chief Operating Officer and Executive Vice President

  



 

















 


EXHIBIT D


PAYMENT RELEASE


 


This
Payment Release (this “Release”) is entered into this 9th day of January, 2007 by Wachovia Capital
Markets, LLC (“Releasor”) for the benefit of Nottingham Village, Inc.
(“NVI”), Corporate Office Properties Trust (“COPT”), Corporate Office
Properties, L.P. (“COPLP”), W&M Business Trust (the “Trust”) and their
respective successors and assigns.


 


RECITALS


 


A.            NVI, COPT, COPLP and the Trust are
parties to a Purchase Agreement and Agreement and Plan of Merger dated December 21,
2006 (the “Merger Agreement”), to which 


 

















 


reference
is made for the definitions of capitalized terms appearing herein that are not
otherwise defined herein.


 


B.            The Releasor is entitled to an
advisory fee to be paid by NVI upon the consummation of the Transaction
pursuant to the terms of an Engagement Letter dated June 22, 2006 by and
between NVI and Releasor.


 


C.            This Release is being delivered in
connection with the closing of the transactions contemplated by the Merger
Agreement.


 


AGREEMENT


 


NOW,
THEREFORE, in consideration of the payment by NVI to Releasor of the sum of
$2,889,340, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Releasor hereby agrees as
follows:


 


1.             Release.  Releasor, on Releasor’s behalf and on behalf
of Releasor’s heirs, devisees, legatees, executors, administrators, personal
and legal representatives, assigns and successors in interest (collectively,
the “Derivative Claimants” and each a “Derivative Claimant”), hereby
IRREVOCABLY, UNCONDITIONALLY AND GENERALLY RELEASES, ACQUITS, AND FOREVER
DISCHARGES, to the fullest extent permitted by law, each of NVI, COPT, COPLP
and the Trust and each of their present and future owners, members,
predecessors, successors, assigns, agents, directors, officers, employees,
representatives, attorneys, divisions, subsidiaries and affiliates (and agents,
directors, officers, employees, owners, members, representatives and attorneys
of such owners, members, predecessors, successors, assigns, divisions,
subsidiaries and affiliates), and all persons acting by, through, under or in
concert with any of them (collectively, the “Releasees” and each a “Releasee”),
or any of them, from any and all any liability for any brokerage, finder’s or
other fee or commission due to any of the Derivative Claimants relating to the
Merger; provided, however, this Release shall
not apply to any loan commitment fees due to Releasor under the Short Term Loan
Documents.


 


2.             Enforcement.  Each Releasee shall have the right to enforce
the terms of this Agreement.


 

















 


IN
WITNESS WHEREOF, Releasor has executed this Agreement on the date set forth
below.


 


 


	
  WITNESS:

  	
   

  	
  RELEASOR:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  WACHOVIA
  CAPITAL MARKETS, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  (SEAL)

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 






 












 


Exhibit E


LICENSE AGREEMENT


 


THIS
LICENSE AGREEMENT (this “Agreement”) is made as of the 9th day of January, 2007
by and between NVI Liquidating Trust, a Maryland business trust (“Licensor”),
and W&M BUSINESS TRUST, a Maryland business trust (“Licensee”).


 


RECITALS:


 


A.            A Purchase Agreement and Agreement
and Plan of Merger (the “Merger Agreement”) was entered into on December 21,
2006 by and among Nottingham Village, Inc. (“NVI”), an affiliate of
Licensor, and the Licensee Group (as defined below);


 


B.            Licensor is the owner of the trade
names and service marks “Nottingham Ridge,” “Nottingham Centre” and “Nottingham
Center” (collectively, the “Marks”), which Marks are used in connection with
real properties owned by affiliates of Licensee Group (the “Properties”);


 


C.            Licensor obtained the Marks pursuant
to an Assignment dated January 7, 2007 from NVI to Licensor; and


 


D.            Pursuant to the Merger Agreement,
Licensor hereby grants to Licensee Group the right, privilege and license to
use the Marks, subject to the terms and conditions of this Agreement.


 


NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, and intending to be legally bound hereby, the
parties agree as follows:


 


1.             Grant of License.  Licensor hereby grants to W&M Business
Trust, Corporate Office Properties Trust, Corporate Office Properties, L.P. and
their respective subsidiaries, 


 

















 


affiliates,
successors and assigns (the “Licensee Group”) a perpetual, royalty-free,
non-exclusive right and license to use the Marks in connection with business
conducted by Licensee Group, provided that such use may only be in connection
with the Properties, as such Properties may be improved by Licensee Group.


 


2.             Assignment.  Licensee Group may assign, delegate or
otherwise transfer this Agreement, or any rights under this Agreement, in
connection with any transfer of any of the Properties or interests in the
entities owning any of the Properties, provided all transferees shall remain
subject to the terms of this Agreement, including being responsible to Licensor
respecting the quality control set forth herein.


 


3.             Quality Control.  Upon reasonable request by Licensor, Licensee
shall provide Licensor reasonable amounts of samples of advertising and promotional
materials using the Marks and shall allow Licensor to enter Licensee’s premises
during normal business hours to view the services being offered.  Licensor may review the quality and usage of
such services, and suggest that Licensee make such changes as Licensor deems
appropriate, in Licensor’s reasonable discretion.  If disapproval or comment is not received by
Licensee within thirty days after Licensor’s receipt of the materials or
inspection, as appropriate, such materials and services shall be considered
approved.


 


4              Miscellaneous.


 


(a)           Governing Law.  This Agreement shall be governed by and
construed under, and the rights of the parties determined in accordance with,
the laws of the State of Maryland (without reference to the choice of law
provisions of the State of Maryland).


 


(b)           Status of Relationship of the
Parties.  It is understood and agreed
by the parties that this Agreement does not create a fiduciary relationship
between them.  The parties agree that
Licensee is an independent contractor and nothing in this Agreement is intended
to constitute either party an agent, legal representative, subsidiary, joint
venturer, partner, employee, or servant of the other for any purpose
whatsoever.  The relationship of the
parties is that of licensor and licensee only, and is contractual in
nature.  Nothing in this Agreement
authorizes either party to make any contract, agreement, warranty or
representation on the other party’s behalf, or to incur any debt or other obligation
in the other party’s name; and neither party shall in any event assume
liability for, or be deemed liable as a result of, any such action by the other
party; nor shall either party be liable by reason of any act or omission of the
other party in its conduct of its business or for any claim or judgment arising
therefrom against the other party.


 


(c)           Severability.  If any provision of this Agreement, or the
application thereof, is held illegal, unenforceable, or otherwise invalid by
government promulgation or court decree, such holding shall not affect the
other provisions or applications of this Agreement that can be given effect
without the invalid provision.


 


(d)           Binding Effect.  This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns.


 

















 


IN
WITNESS WHEREOF, the parties have caused this Agreement to be signed as of the
day and year first written above.


 


	
  WITNESS:

  	
   

  	
  NVI
  LIQUIDATING TRUST

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  J.
  Joseph Credit

  
	
   

  	
   

  	
   

  	
  President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  W&M
  BUSINESS TRUST

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Roger
  A. Waesche, Jr.

  
	
   

  	
   

  	
   

  	
  Chief
  Operating Officer and Executive Vice President

  



 

















 


Exhibit F


 


January 8,
2007


 


To:          «TENANT»


 


c/o
«ADDRESS»


 


Re:                             «PROPERTY» (the
“Property”)


 


Dear
tenant:


 


Please
be advised that the ownership interests in the owner of the Property have been
transferred to Corporate Office Properties, L.P. or an affiliate thereof
(“Transferee”), which has the address of 6711 Columbia Gateway Drive, Suite 300,
Columbia, Maryland  21046.


 


In
connection with such transfer, any security deposit and other deposits held
under the lease (the “Lease”) for the Property between the landlord as named in
the Lease and you, as tenant, have been transferred to Transferee.


 


All
future payments of rent and all other sums due and payable to the landlord
under the Lease should be made to the order of Transferee as follows:


 

















 


(1)           to the lockbox address which is noted
below (not to Transferee’s address above):


 


M&T
Lockbox # 64521


Nottingham
Village, Inc.


P.O. Box
64521


Baltimore,
Maryland  21264-4521


 

















 


Overnight
address:


 


M&T Bank


Attn:  Lock
Box 64521


1800
Washington Boulevard


Baltimore,
Maryland  21230; or


 


(2)           by wire or ACH per the below
instructions:


 


Deposit
Account # 9843684326


 


	
  ABA
  No.:

  	
  Wire:

  	
  022
  000 046

  
	
   

  	
  ACH:

  	
  052
  000 013

  



 


	
   

  	
  Sincerely,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Michael
  C. Bolesta, Esq.

  
	
   

  	
  Gordon,
  Feinblatt, Rothman, Hoffberger & Hollander, LLC, authorized agent
  and attorney for landlord

  



 

















 


Exhibit G


CERTIFICATE REGARDING FOREIGN
INVESTMENT

IN REAL PROPERTY TAX ACT


 


Section 1445
of the Internal Revenue Code provides that a transferee (purchaser) of a U.S.
real property interest must withhold tax if the transferor (seller) is a
foreign person.  To inform the transferee
(purchaser) that withholding of tax is not required upon the disposition of a
U.S. real property interest by Nottingham Village, Inc. (“Transferor”)
Transferor hereby certifies:


 


1.        Transferor is not a foreign corporation,
foreign partnership, foreign trust, or foreign estate (as those terms are
defined in the Internal Revenue Code and Income Tax Regulations).


 


2.        Transferor’s Federal Employer
Identification Number is 52-0793645.


 


3.        Transferor’s office address is: 100 West
Pennsylvania Avenue, Towson, Maryland 21204.


 


4.        The address or description of the
property which is the subject matter of the disposition set forth in the
Purchase Agreement and Agreement and Plan of Merger dated December 21,
2006.


 


Transferor
understands that this certification may be disclosed to the Internal Revenue
Service by transferee and that any false statement contained herein could be
punished by fine, imprisonment, or both.


 

















 


Transferor
declares that it has examined this certification and to the best of its
knowledge and belief, it is true, correct and complete, and further declares
that the individual executing this certification on behalf of Transferor has
full authority to do so.


 


	
   

  	
  NOTTINGHAM
  VILLAGE, INC.,

  
	
   

  	
  a
  Maryland corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  J.
  Joseph Credit

  
	
   

  	
  President
  and Chief Executive Officer

  



 

















 


	
   

  	
  EXHIBIT H-1

  to

  Merger Agreement

  



 


OPINION OF GORDON, FEINBLATT, ROTHMAN, HOFFBERGER & HOLLANDER,
LLC COUNSEL TO TARGET


 


                    
    , 2007


 


Corporate
Office Properties Trust


Corporate
Office Properties, L.P.


W&M
Business Trust


6711
Columbia Gateway Drive, Suite 300


Columbia,
Maryland 21046


 


Purchase
Agreement and Agreement and Plan of Merger dated as of December 20, 2006


 


Ladies
and Gentlemen:


 


We
are counsel Nottingham Village, Inc., a Maryland corporation (the “Target”).  Target has entered into that certain Purchase
Agreement and Agreement and Plan of Merger dated as of December 20, 2006
(the “Merger Agreement”), by and among Target, Corporate Office
Properties Trust, a Maryland real estate investment trust, Corporate Office
Properties, L.P., a Delaware limited partnership, and W&M Business Trust, a
Maryland business trust (the “Merger Subsidiary”).  We have been requested to deliver this
opinion in connection with the execution and delivery of the Merger
Agreement.  This opinion is furnished to
you pursuant to Section 9.04(g) of the Merger Agreement.  Unless otherwise defined herein, terms used
herein have the meanings assigned to such terms in the Merger Agreement.


 


In
connection with this opinion, we have examined originals, or copies certified
or otherwise identified to our satisfaction, of each of the following
documents:


 

















 


(a)           the Merger Agreement;


 


(b)           the Articles of Merger between Target and Merger
Subsidiary in the form to be filed with the SDAT (the “Articles of Merger”)
which, together with the Merger Agreement, are referred to as the “Agreements”;


 


(c)           the Articles of Incorporation of Target, as certified by
the State Department of Assessments and Taxation of Maryland (the “SDAT”);


 


(d)           the bylaws of
Target, as certified by an officer of Target;


 


(e)           certified
resolutions of the Board of Directors of Target relating to the Agreements and
the transactions contemplated thereby;


 


(f)            a good standing
certificate for Target, dated as of a recent date, issued by the SDAT;


 


(g)           an officer’s
certificate of Target, dated the date hereof, as to certain factual matters
(the “Officer’s Certificate”); and


 


(h)           such other documents
as we have considered necessary to the rendering of the opinion expressed below


 


In
our examination of the aforesaid documents, we have assumed, without independent
investigation, the genuineness of all signatures, the legal capacity of all
individuals who have executed any of the aforesaid documents, the authenticity
of all documents submitted to us as originals, the conformity with originals of
all documents submitted to us as copies (and the authenticity of the originals
of such copies), and that all public records from which public information has
been received are accurate and complete. 
In making our examination of documents executed by parties other than
Target, we have assumed that such parties had the power, corporate or other, to
enter into and perform all obligations thereunder, and we have also assumed the
due authorization by all requisite action, corporate or other, and the valid
execution and delivery by such parties of such documents and the validity,
binding effect and enforceability thereof with respect to such parties.  As to any facts material to this opinion, we
have relied solely upon the Officer’s Certificate and have not independently
verified the matters stated therein.


 


Based
upon the foregoing, we are of the opinion and advise you as follows:


 


1.             Target
is a corporation duly incorporated, validly existing, and in good standing
under the laws of the State of Maryland.


 


2.             Target
(a) has the corporate power and authority to execute, deliver, and perform
the Merger Agreement, (b) has all requisite corporate power and authority
to own or lease and operate its properties and assets and to carry on its
business as now conducted, (c) has taken all corporate action necessary to
authorize the execution, delivery, and performance of the Merger Agreement, and
(d) has duly executed and delivered the Merger Agreement.


 

















 


3.             The
execution and delivery by Target of the Merger Agreement do not, and the performance
by Target of its obligations under the Merger Agreement will not,
(a) result in a violation of Target’s articles of incorporation or bylaws,
or (b) result in a violation of any Maryland law, rule, or regulation or,
to the best of our knowledge, any order, writ, judgment, injunction, decree,
determination or award binding on Target.


 


4.             No
authorization, approval or other action by, and no notice to or filing with,
any Maryland governmental authority or regulatory body, or other third party is
required for the due execution, delivery, or performance by Target of the
Merger Agreement.


 


5.             The execution and delivery of the
Merger Agreement and the documents contemplated thereby by Target have been
duly authorized by its Board of Directors and those stockholders holding more
than two-thirds of the issued and outstanding stock.


 


Our
opinions expressed above are subject to the following qualifications and
limitations:


 


(a)           We have not made any investigations
of, and express no opinion concerning, laws, rules and regulations of the
State of Maryland relating to health, safety, the environment, environmental
contamination, land use or construction nor any laws, rules and
regulations promulgated by political subdivisions of the State of Maryland.


 


(b)           We do not express any opinion with
respect to the law of any jurisdiction other than the laws of Maryland, as in
effect on the date hereof, and we do not express any opinion herein concerning
any other law.


 


(c)           The foregoing opinions are rendered
as of the date hereof.  We assume no
obligation to update such opinions to reflect any facts or circumstances which
may hereafter come to our attention or changes in the law which may hereafter
occur.


 


(d)           This opinion is limited to the
matters set forth herein, and no other opinion should be inferred beyond the
matters expressly stated.


 


This
opinion letter is rendered to you in connection with the transactions
contemplated by the Agreements.  This
opinion letter may not be relied upon by you or any other person for any other
purpose.


 


	
   

  	
  Very
  truly yours,

  



 

















 


	
   

  	
  Exhibit H-2

  to

  Merger Agreement

  



 


 


OPINION OF GORDON, FEINBLATT, ROTHMAN, HOFFBERGER & HOLLANDER,
LLC COUNSEL TO SELLER


 


                ,
2007


 


Corporate
Office Properties, L.P.


6711
Columbia Gateway Drive, Suite 300


Columbia,
Maryland 21046


 


Purchase
and Sale Agreement of Ownership Interests in NPI Entities dated as of
December 20, 2006


 


Ladies
and Gentlemen:


 


We
are counsel Nottingham Properties, Inc., a Maryland corporation (the “Seller”).  Seller has entered into that certain Purchase
and Sale Agreement of Ownership Interests in NPI Entities dated as of December 20,
2006 (the “PSA”), by and between Seller and Corporate Office Properties,
L.P., a Delaware limited partnership.  We
have been requested to deliver this opinion in connection with the execution
and delivery of the PSA.  Unless
otherwise defined herein, terms used herein have the meanings assigned to such
terms in the PSA.


 


In
connection with this opinion, we have examined originals, or copies certified
or otherwise identified to our satisfaction, of each of the following
documents:


 


(a)           the PSA;


 


(b)           the Articles of Incorporation of Seller, as certified by
the State Department of Assessments and Taxation of Maryland (the “SDAT”);


 


(c)           the bylaws of
Seller, as certified by an officer of Seller;


 


(d)           certified
resolutions of the Board of Directors of Seller relating to the PSA and the
transactions contemplated thereby;


 


(e)           a good standing
certificate for Seller, dated as of a recent date, issued by the SDAT;


 


(f)            an officer’s
certificate of Seller, dated the date hereof, as to certain factual matters
(the “Officer’s Certificate”); and


 


(g)           such other documents
as we have considered necessary to the rendering of the opinion expressed below


 

















 


In
our examination of the aforesaid documents, we have assumed, without
independent investigation, the genuineness of all signatures, the legal
capacity of all individuals who have executed any of the aforesaid documents,
the authenticity of all documents submitted to us as originals, the conformity
with originals of all documents submitted to us as copies (and the authenticity
of the originals of such copies), and that all public records from which public
information has been received are accurate and complete.  In making our examination of documents
executed by parties other than Seller, we have assumed that such parties had
the power, corporate or other, to enter into and perform all obligations
thereunder, and we have also assumed the due authorization by all requisite action,
corporate or other, and the valid execution and delivery by such parties of
such documents and the validity, binding effect and enforceability thereof with
respect to such parties.  As to any facts
material to this opinion, we have relied solely upon the Officer’s Certificate
and have not independently verified the matters stated therein.


 


Based
upon the foregoing, we are of the opinion and advise you as follows:


 


1.             Seller
is a corporation duly incorporated, validly existing, and in good standing under
the laws of the State of Maryland.


 


2.             Seller
(a) has the corporate power and authority to execute, deliver, and perform
the PSA, (b) has all requisite corporate power and authority to own or
lease and operate its properties and assets and to carry on its business as now
conducted, (c) has taken all corporate action necessary to authorize the
execution, delivery, and performance of the PSA, and (d) has duly executed
and delivered the PSA.


 


3.             The
execution and delivery by Seller of the PSA do not, and the performance by
Seller of its obligations under the PSA will not, (a) result in a
violation of Seller’s articles of incorporation or bylaws, or (b) result
in a violation of any Maryland law, rule, or regulation or, to the best of our
knowledge, any order, writ, judgment, injunction, decree, determination or
award binding on Seller.


 


4.             No
authorization, approval or other action by, and no notice to or filing with,
any Maryland governmental authority or regulatory body, or other third party is
required for the due execution, delivery, or performance by Seller of the PSA.


 


5.             The execution and delivery of the
PSA and the documents contemplated thereby by Seller have been duly authorized
by its Board of Directors and those stockholders holding more than two-thirds
of the issued and outstanding stock.


 


Our
opinions expressed above are subject to the following qualifications and
limitations:


 


(a)           We have not made any investigations
of, and express no opinion concerning, laws, rules and regulations of the
State of Maryland relating to health, safety, the environment, environmental
contamination, land use or construction nor any laws, rules and
regulations promulgated by political subdivisions of the State of Maryland.


 

















 


(b)           We do not express any opinion with
respect to the law of any jurisdiction other than the laws of Maryland, as in
effect on the date hereof, and we do not express any opinion herein concerning
any other law.


 


(c)           The foregoing opinions are rendered
as of the date hereof.  We assume no
obligation to update such opinions to reflect any facts or circumstances which
may hereafter come to our attention or changes in the law which may hereafter
occur.


 


(d)           This opinion is limited to the
matters set forth herein, and no other opinion should be inferred beyond the
matters expressly stated.


 


This
opinion letter is rendered to you in connection with the transactions
contemplated by the PSA.  This opinion
letter may not be relied upon by you or any other person for any other purpose.


 


	
   

  	
  Very
  truly yours,

  



 






 












 


CHICAGO
TITLE INSURANCE COMPANY 


Commercial
Certificate


 




	
  RE:

  	
  67 parcels of land in
  Baltimore and Howard

  	
   

  
	
   

  	
  Counties, Maryland k/a
  W&M Transaction

  	
   

  
	
   

  	
  (hereinafter referred to
  as the “Property”)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  STATE
  OF: Maryland

  	
  {to wit:

  






 


COUNTY/CITY OF:


 


BEFORE ME, the undersigned
authority personally appeared J. Joseph Credit, Trustee, of NVI Liquidating
Trust (NVILT) who disposes and says that:


 


1.  To the best of
my information, knowledge and belief, NVILT’s enjoyment of the Property has
been peaceful and undisturbed and the title to the Property has not been
disputed or questioned, nor do I know of any facts by reason of which title to,
or possession of the Property might be disputed or questioned, or by reason of which
others may claim title to the property or any portion thereof or an easement
over and across same except: all matters and conditions or record. There are no
other tenancies, leases, parties in possession or other occupancies of the
Property and each of the parties/tenants disclosed on the attached list
occupies the Property or has a right to such occupancy either as a tenant from
month to month without lease or pursuant to the terms of an unrecorded lease.


 


2.  No proceedings
in bankruptcy or receivership have been filed by NVILT nor has NVILT ever made
an assignment for the benefit of creditors.


 


3.  I know of no
action or proceeding relating to the Property now pending before any State or
Federal Court nor do I know of any judgments or liens (including state and
federal tax liens) which now constitutes a lien or charge upon the Property.


 


4.  I know of no
unrecorded documents affecting title to the Property.


 


5.  I know of no
unpaid real or personal property taxes and/or special assessments affecting the
Property other than those shown on the Commitment For Title Insurance issued to
buyer/lender.


 


6.  There are no
unpaid real or personal property taxes, water and/or sewer usage charges or
unpaid special assessments for items such as improvements for sidewalks, curbs,
gutters, alleys, etc.


 


7.  There are no
unpaid bills or claims for labor or services performed or materials furnished
for the construction of improvements on the Property.


 

















 


This certificate is given to
induce CHICAGO TITLE INSURANCE COMPANY to issue it’s policy(ies) of title
insurance with full knowledge that the Company will rely upon the accuracy of
same; and the entity on behalf of which this affidavit is made hereby agrees to
hold CHICAGO TITLE INSURANCE COMPANY harmless and indemnify it against any
actual out of pocket loss or damage it may sustain directly as a result of any
false statement made herein.


 




	
  WITNESS the hand and seal
  of affiant.

  	
   

  	
  NVI Liquidating Trust, a
  Maryland business trust

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  {SEAL}

  
	
   

  	
   

  	
   

  	
  J. Joseph Credit, Trustee

  






 


 


Sworn
to and subscribed before me this                day
of                              ,
2006.


 


 




	
   

  	
   

  
	
   

  	
  Notary Public

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  My Commission Expires

  	
   

  






 

















 


GAP
INDEMNITY AND CERTIFICATE


 


State of Maryland


 


City/County
of


 


WHEREAS, CHICAGO TITLE
INSURANCE COMPANY, (hereinafter referred to as “the Company”) has been
requested to issue its Title Insurance Commitment No. 40110-06 A thru X
(hereinafter referred to as “the Commitment”) in respect to the land therein
described;


 


AND WHEREAS, the Company
intends to raise an exception to title on the Commitment as follows:


 


Defects, liens,
encumbrances, adverse claims or other matters, if any, created, first appearing
in the public records or attaching subsequent to the effective date hereof but
prior to the date that proposed insured acquires for value of record the estate
or interest or mortgage thereon covered by this Commitment.


 


(Hereinafter referred to as
“the Exception”)


 


AND WHEREAS, the Company has
been requested to issue the Commitment without the Exception.


 


NOW THEREFORE, it is agreed
that in consideration of the Company issuing the Commitment without Exception,
and issuing its policy(ies) without exception to such matters as are described
in the Exception, the undersigned hereby agrees to promptly defend, remove,
bond or otherwise dispose of any encumbrance, lien or other act solely of or
caused by the undersigned which may arise or be filed , as the case may be,
against or having an effect upon the subject premises during the period of time
between the most recent effective date of the Commitment and date of recording
and further agrees to indemnify and hold the Company harmless against all loss
or damage, including but not limited to all actual out of pocket expenses,
costs and reasonable attorneys’ fees which may arise directly out of the
failure to so remove, bond or otherwise dispose of any said liens, encumbrances
or acts of the undersigned.


 


NOTWITHSTANDING the
aforementioned, it is agreed that the liability of the undersigned hereunder
shall cease at such time as the Company shall have completed its recordation
within a reasonable period of time after final closing, and provided that it
finds no defects, liens, encumbrances, adverse claims or other matters caused
by or recorded against the undersigned in addition to those appearing in the
Commitment, and


 

















 


provided further that the
undersigned is not in default in the performance of any of the terms, covenants
and conditions hereof.


 


Dated
this                     day
of                            ,
2006.


 




	
   

  	
   

  	
  NVI Liquidating Trust, a
  Maryland business trust

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  J. Joseph Credit, Trustee

  






 


Executed,
subscribed before me, the undersigned, a Notary Public in and for the State
aforesaid, on this              day
of       
               ,
2006.


 




	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Notary
  Public

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  My Commission Expires:

  	
   

  






 

















 


Corporation/limited
liability company


 


	
  State of Maryland

  	
  )

  	
   

  
	
   

  	
  ) to wit:

  	
   

  
	
  County of

  	
  )

  	
  RE:

  	
  67 parcels in Baltimore
  and Howard

  
	
   

  	
   

  	
   

  	
  Counties, Maryland k/a
  W&M

  
	
   

  	
   

  	
   

  	
  Transaction (“The
  Property”)

  



 


Certificate to Support Issuance of Non-Imputation Endorsement


 


The undersigned being first
duly sworn, on oath, deposes and says the following:


 


1.                                     NVI Liquidating
Trust (NVILT) has succeeded to certain interests of Nottingham Village, Inc.
and Nottingham Properties, Inc. and, in consideration thereof, executes
and delivers this Certificate with regard to the above-referenced properties.


 


2.                                     That to the
best of the information, knowledge and belief of the undersigned and subject to
all matters and conditions of record:


 


a.              There are presently no
defect in or liens, encumbrances or other claims against the title to the
property described in the Commitment for Title Insurance No. 40110-06 A
thru X (hereinafter referred to as “the Commitment”) having an Effective Date
of July 1, 2006, issued by Anchor Title Company, LLC as agent for Chicago
Title Insurance Company (hereinafter referred to as “the Company”) other than
as disclosed by the exceptions listed in Schedule B.- Section 2 of said Commitment
and the following: all matters and conditions of record and rights of tenants
under Leases provided the parties to be insured as shown in Schedule A of the
Commitment; and


 


b.              There are presently no
inchoate rights which may ripen into any defect, lien, encumbrance or claim
against the title to said property except as may be created by any instrument
or action required in Schedule B- Section 1 of the Commitment, other than
the following: (If none, state “None”)


 


c.               The undersigned makes these
statements after having questioned all of the other officers, directors, or
members of the corporation/limited liability company who have had any
substantial contact with any transaction or negotiation involving the property
described in the Commitment.


 


d.              The undersigned makes these
statements for the puipose of inducing the Company to issue the non-imputation
endorsement attached hereto as Exhibit A to one or more of the owner’s or
loan policies issued pursuant to the Commitment.


 

















 


	
  Dated:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  NVI
  Liquidating Trust, a Maryland business trust

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  J. Joseph Credit, Trustee

  	
   

  
				



 


Indemnity To Support Issuance of Non-Imputation Endorsement


 


The following indemnity is
given to the Company as further inducement to it to issue the said endorsement,
as aforesaid.


 


The undersigned entity
hereby indemnifies the Company against any actual out of pocket loss which the
Company may suffer directly by virtue of any valid claim made under the said
non-imputation endorsement based on the existence of any defect in or lien,
encumbrance, right or claim against or with respect to the title to the
aforesaid property which was not disclosed in the above Affidavit but which
should have been so disclosed in order to make all statements in the Affidavit
true and correct. The undersigned entity understands that such losses may
include court costs and reasonable attorney’s fees expended by the Company in
defending the title or interest of the insured against such lien, encumbrance,
right or claim.


 


The undersigned entity
further agrees to pay all court costs and reasonable attorney’s fees which the
Company may expend in enforcing the terms of this Indemnity.


 


	
  NVI
  Liquidating Trust, a Maryland business trust

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  BY:

  	
   

  	
   

  
	
   

  	
  J. Joseph Credit, Trustee

  	
   

  



 


 


Sworn
to and subscribed before me this                        day
of                 ,
2006.


 


 


	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Notary
  Public 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  My Commission expires:

  	
   

  



 
















 


SURVEY
CERTIFICATE


 


As an inducement to Chicago
Title Insurance Company to issue its owner’s title insurance policy to
Corporate Office Properties, L.P. or an affiliate thereof with respect to each
improved property identified on Exhibit A attached hereto
(individually, “property” and, collectively, “properties”) with certain survey
coverages, but without the benefit of a new or revised ALTA/ACSM or equivalent
survey of each, and with the understanding that Chicago Title Insurance Company
will act in reliance upon the statements made herein, NVI Liquidating Trust
(“NVILT”) hereby certifies as follows:


 


1.                                      NVILT has
succeeded to certain interests of Nottingham Village, Inc. and Nottingham
Properties, Inc. and, in consideration thereof, executes and delivers this
certificate with regard to the properties listed in Exhibit A.


 


2.                                      To the best
information, knowledge and belief of NVILT, based on an inspection of each
property, no physical changes or alterations to such property and the
improvements located thereon have occurred which would materially and adversely
conflict or differ with such property and the improvements thereon as described
and shown on the existing survey for each such property, each such survey being
identified on Exhibit A and a copy of which has been furnished to Anchor
Title Company, LLC, as agent for Chicago Title Insurance Company in connection
with the issuance of such owner’s title insurance policies, except the
following conditions existing or believed to exist on each property:


 


a.              miscellaneous changes to the
location of curbs and gutters, fences, transformers and trash dumpsters serving
the properties; and


 


b.              a 10,000-12,000 square foot
addition to the existing building on the property known as Tyler Ridge III


 


3.                                      This
Certificate is subject to all matters of record affecting title to each of the
properties and the rights of tenants under Leases provided to insured parties
shown in Schedule A of a Commitment for Title Insurance no. 40110-06 A thru X
issued by Anchor Title Company, LLC as agent for Chicago Title Insurance
Company.


 


 




	
   

  	
   

  	
  NVI Liquidating Trust, a
  Maryland business Trust

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:                                           ,
  2006

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  J. Joseph Credit, Trustee

  






 

















 


	
  Property Name

  	
   

  	
  Title Policy

  	
   

  	
  Commitment

  	
   

  	
  Survey

  
	
  Franklin Ridge V

  9900 Franklin Square Drive

  $3,000,000

  	
   

  	
  9/12/05

  	
   

  	
   

  	
   

  	
  10/19/00

  
	
  Franklin Ridge III

  9920 Franklin Square Drive

  $5,000,000

  	
   

  	
  8/10/05

  	
   

  	
   

  	
   

  	
  7/15/05

  
	
  Franklin Ridge I and II
  and

  Nottingham Ridge D

  $10,300,000

  	
   

  	
  1/8/03

  	
   

  	
   

  	
   

  	
  3/25/03 (FR I&II)
 3/28/03 (NRD)

  
	
  White Marsh Hi-Tech

  4969 Mercantile Road

  $5,000,000

  	
   

  	
  8/31/98

  	
   

  	
   

  	
   

  	
  8/18/98

  
	
  Tyler Ridge IIA

  8003 Corporate Drive

  $1,700,000

  	
   

  	
  9/12/00

  	
   

  	
   

  	
   

  	
  10/27/00

  
	
  McLean Ridge I &
  II

  8010 & 8020 Corporate Drive

  $6,000,000

  	
   

  	
  3/30/98

  	
   

  	
   

  	
   

  	
  3/11/98

  
	
  7272 Park Circle

  $6,000,000

  	
   

  	
  pending

  	
   

  	
  5/31/06

  	
   

  	
  4/18/96

  
	
  White Marsh Health Center LP
  

  $3,760,000

  	
   

  	
  12/30/97

  	
   

  	
   

  	
   

  	
  1/21/98

  
	
  White Marsh Business
  Center

  5020, 5022,5024 and 5026

  Campbell Boulevard

  $8,789,076

  	
   

  	
  4/28/00

  	
   

  	
   

  	
   

  	
  4/11/00

  
	
  Corporate Center I

  4940 Campbell Boulevard

  $4,700,000

  	
   

  	
  7/31/03

  	
   

  	
  7/31/03

  	
   

  	
  7/15/03

  
	
  Riverwood Business Center

  $11,600,000

  	
   

  	
   

  	
   

  	
  1/24/02

  	
   

  	
  1/14/03

  
	
  Tyler Ridge I

  8013 – 8023 Corporate Drive

  $6,500,000

  	
   

  	
  2/26/03

  	
   

  	
  11/14/02

  	
   

  	
  6/10/03

  
	
  Nottingham Ridge C

  5355 Nottingham Drive

  $4,200,000

  	
   

  	
  9/2/05

  	
   

  	
   

  	
   

  	
  7/28/05

  
	
  10552 Philadelphia Road

  $5,000,000

  	
   

  	
  10/21/05

  	
   

  	
   

  	
   

  	
  9/21/05

  
	
  216 Schilling Circle

  $2,450,000

  	
   

  	
  8/12/03

  	
   

  	
  8/12/03

  	
   

  	
  7/15/03

  
	
  Ridgley’s Choice

  8601 – 8611 Ridgely’s Choice

  $5,100,000

  	
   

  	
  5/16/05

  	
   

  	
  5/13/05

  	
   

  	
  4/29/05

  



 

















 


	
  Property Name

  	
   

  	
  Title Policy

  	
   

  	
  Commitment

  	
   

  	
  Survey

  
	
  Nottingham Center

  502 Washington Avenue

  $6,042,652.41

  	
   

  	
  11/12/04

  	
   

  	
  Not dated

  	
   

  	
  3/1/94

  
	
  Royston Building and APF

  102 W. Pennsylvania Ave and

  111 W. Allegheny

  $4,500,000

  	
   

  	
  Not dated

  	
   

  	
  7/1/97

  	
   

  	
  9/2/97

  
	
  222 - 224 Schilling Circle

  $2,000,000

  	
   

  	
   

  	
   

  	
  4/30/97

  	
   

  	
  4/24/97

  
	
  Franklin Ridge IV

  9910 Franklin Square Drive

  $4,700,000

  	
   

  	
  6/24/05

  	
   

  	
  6/24/05

  	
   

  	
  11/7/05

  
	
  Corporate Place II

  8110 Corporate Drive

  $8,000,000

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Tyler Ridge II &
  III

  7941 - 7949 & 8007 Corporate

  Drive

  $5,000,000

  	
   

  	
   

  	
   

  	
  7/10/97

  	
   

  	
  6/25/97

  
	
  8029 Corporate Drive

  $6,100,000

  	
   

  	
   

  	
   

  	
  8/31/98

  	
   

  	
  8/28/98

  
	
  White Marsh Commerce
  Center

  $7,000,000

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  6/14/00

  
	
  McLean Ridge III & IV

  	
   

  	
   

  	
   

  	
  12/31/98

  	
   

  	
  12/14/98

  
	
  Professional Center
  I, II & III

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  1/21/98

  
	
  9020 Mendenhall Court

  	
   

  	
  2/17/06

  	
   

  	
  2/15/06

  	
   

  	
  10/11/04

  
	
  Woods at Broken Land and

  Rivers Center III

  	
   

  	
  5/19/05

  	
   

  	
   

  	
   

  	
  5/16/05

  



 


2

















 


ESTOPPEL
CERTIFICATE 


 


[insert date]


 


	
  Tenant:

  	
   

  
	
   

  	
   

  
	
   

  	
  Attn:

  
	
   

  	
   

  
	
  To:

  	
  Nottingham
  Village, Inc., their subsidiaries and affiliates, and their successors
  and assigns and lenders

  
	
   

  	
   

  
	
  Re:

  	
  Building:

  
	
   

  	
  Property:

  



 


1.                                                                                         ,
a                           corporation,
is the named Tenant (‘Tenant”), and                         is
the Landlord (“Landlord”) under a Lease dated
              ,
located at the Property (“Property”) identified above. The Lease, together with
the amendments:


 


(collectively, “Lease”)
constitutes the entire agreement between Landlord and Tenant with respect to
the Property and the Premises. A true and correct copy of the Lease is attached
hereto as Exhibit A. There
are no other lease documents, commitments, options or rights with respect to
the Property or the Premises and there are no other representations,
warranties, agreements, concessions, commitments, or other understandings
between the Tenant and the Landlord regarding the Property or the premises
demised other than as set forth in the Lease or this paragraph 1.


 


2.                                     Tenant occupies
Suite          , with a
Rentable Square Footage Area of                rentable
square feet (the “Premises”). Tenant’s Pro Rata Share of the Property
is           % (           ).


 


3.                                     The Term of the
Lease commenced                              and
will expire
                         .
Tenant is the actual occupant in possession of the Premises and has not sublet,
assigned or hypothecated its leasehold interest. All improvements to be
constructed on the Premises by Landlord have been completed and accepted by
Tenant and any tenant construction or improvement allowances have been paid.


 


4.                                   As of this
date, no breach or default exists on the part of Tenant under the Lease, and there
exists no facts that, with the passage of time or the giving of notice, or
both, would constitute a default. To the best knowledge of Tenant, no breach or
default exists on the part of Landlord under the Lease, and there exists no
facts that, with the passage of time or the giving of notice, or both, would
constitute a default. Neither Tenant nor Landlord has commenced any action or
given or received any notice for the purpose of terminating the Lease.


 

















 


5.                                      Base Rent is
currently payable in the amount of
$                   per
month (which includes an expense stop equal to the amount of the operating
expenses incurred by Landlord in
the        calendar year and a real
estate expense stop equal to the amount of the real estate taxes incurred by
Landlord in the        calendar year).
The base year amounts for operating expenses are
$                    and
for real estate taxes are
$               (please
specify either dollar amounts or per square foot amounts). Pursuant to the
Lease, Tenant is obligated to pay as additional rent its pro-rata share of
operating expenses and real estate taxes that exceed the operating expense stop
and real estate expense stop set forth in the Lease. The monthly base rent has
been paid through                    and
all additional rent has been paid on a current basis in the manner required
under the Lease.


 


6.                                      Tenant has paid
the first monthly installment of rent in advance, and Tenant has no claim or
defense against Landlord under the Lease and is asserting no offsets or credits
against either the rent or Landlord. Tenant has no claim against Landlord for
any security or other deposits except
$                which
was paid pursuant to the Lease. Tenant has no right to any free rent, rent
abatement, rent credit, or other rent concession, except:


.


 


7.                                      Tenant has no
right to renew or extend the term of the Lease, or to expand the size of the
Premises, except: 


 


 


Tenant has no interest in or
option or preferential right to purchase all or any part of the Premises or the
Property of which it forms a part, other than its right to lease the Premises
as Tenant under the Lease.


 


8.                                      Tenant has no
rights of termination with the terms of the Lease except:


.


 


9.                                   All insurance required
of Tenant by the Lease has been provided by Tenant and all premiums paid.


 


10.                            There has not
been filed by or against Tenant a petition in bankruptcy, voluntary or
otherwise, any assignment for the benefit of creditors, any petition seeking
reorganization or arrangement under the bankruptcy laws of the United States or
any state thereof, or any other action brought under said bankruptcy laws with
respect to Tenant.


 


11.                            Tenant has not
received any notice of Landlord’s prior sale, transfer, or assignment,
hypothecation or pledge of the Lease or any of the rents or other amounts to be
paid by Tenant pursuant thereto.


 


2

















 


12.                               Tenant has
received no notice from any governmental authority or other person or party
claiming a violation of, or requiring compliance with, any Federal, State or
local statute, ordinance, rule or regulation or the requirement of law for
environmental contamination at the Premises, to the best knowledge of Tenant,
the Tenant is in compliance with all applicable provisions of the Industry Site
Recovery Act, and no hazardous, toxic, or polluting substances or wastes have
been generated, treated, manufactured, stored, refined, used, handled,
transported, released, spilled, disposed of or deposited by Tenant on, in or
under the Premises.


 


This Tenant Estoppel
Certificate may be relied upon by the Landlord, COPT Acquisitions, Inc.
and Corporate Office Properties, L.P. and any lender providing financing to
acquire the Property.


 




	
  Effective Date:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  WITNESS/ATTEST:

  	
   

  	
   

  
	
   

  	
   

  	
                                            ,
  a      

  
	
   

  	
   

  	
  corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Printed Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
  Date:

  	
   

  
						






 


3






 












 


EXHIBIT K


MUTUAL RELEASE AND
INDEMNIFICATION AGREEMENT


 


This
Mutual Release and Indemnification Agreement (this “Agreement”)
is entered into as of the 9th day of January, 2007 (the “Effective Date”), by and among
Nottingham Properties, Inc., a Maryland corporation (“NPI”),
Nottingham Village, Inc., a Maryland corporation (“NVI”),
Corporate Office Properties Trust, a Maryland real estate investment trust (“COPT”), Corporate Office Properties,
L.P., a Delaware limited partnership (“COPLP”),
and W&M Business Trust, a Maryland business trust and a wholly owned
subsidiary of COPT (“COPT Merger Sub”).  NVI, COPT, COPLP, and COPT Merger Sub shall
sometimes be referred to hereinafter as the “COPT
Group.”


 


RECITALS


 


A.            NPI and COPT Merger Sub shall be
parties to that certain Like-Kind Exchange Agreement dated as of January 10,
2007 (the “Exchange Agreement”),
pursuant to which (i) COPT Merger Sub will convey to NPI all of its
interests in certain entities that are disregarded for federal income tax
purposes and that are listed on Schedule 1 attached hereto (the “Exchanged Retail Interests”) and
that own certain properties and listed on Schedule 2 attached hereto
(the “Exchanged Retail Properties”)
and (ii) NPI will convey to COPT Merger Sub all of its interests in certain
entities that are disregarded for federal income tax purposes and that are
listed on Schedule 3 attached hereto (the “Exchanged
Office Interests”) and that own certain other properties
identified therein and listed on Schedule 4 attached hereto (the “Exchanged Office Properties”), in an
exchange (the “Exchange”) intended to
qualify as a like-kind exchange under Section 1031 of the Internal Revenue
Code of 1986, as amended.


 


B.            NPI and COPLP are parties to that
certain Purchase and Sale Agreement dated as of December 21, 2006 (the “NPI Purchase Agreement”), pursuant
to which COPLP will 


 

















 


purchase
the ownership interests in entities owning the properties set forth on Schedule
5 attached hereto.


 


C.            NVI is also a party to that certain
Purchase Agreement and Agreement and Plan of Merger dated December 21,
2006 (the “NVI Merger Agreement”), among
NVI, COPT, COPLP and COPT Merger Sub, pursuant to which NVI will merge with and
into COPT Merger Sub (the “NVI Merger”)
the day prior to the Exchange.


 


D.            The ultimate goal of the NPI
Purchase Agreement, the Exchange and the NVI Merger (collectively, the “Nottingham Transactions”) is for
COPT Merger Sub and COPLP to receive all interests in all of the office
properties owned, directly or indirectly, by NPI and NVI as set forth on Schedule
6 attached hereto (the “Office Properties”).


 


E.            For purposes of this Agreement,
“Affiliates” shall mean, with respect to any Person, any other Person which
directly or indirectly controls, is controlled by or is under common control
with such Person, and “Subsidiaries” shall mean any entity wholly owned, either
directly or indirectly, by another entity. 
For purposes of the immediately preceding sentence, the term “control”
(including, with correlative meanings, the terms “controlling,” “controlled by”
and “under common control with”), as used with respect to any Person, means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of such Person, whether through
ownership of voting securities, by contract, or otherwise.  “Person” means any individual, bank,
corporation, partnership, association, joint-stock company, business trust,
limited liability company or unincorporated organization.  For purposes of this Agreement, the NPI
Liquidating Trust, a Maryland business trust (“Liquidating
Trust”), shall not be considered an Affiliate of NVI.


 


F.             This Agreement is being delivered
in connection with and as a condition precedent to closing under the Exchange
Agreement.


 


AGREEMENT


 


NOW,
THEREFORE, in consideration of the mutual covenants and agreements made herein,
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, NPI, NVI, COPT, COPLP and COPT Merger Sub hereby agree
as follows:


 


3.             COPT Group Releases.


 


(a)           Release of NVI and NVI Derivative
Claimant Claims.  NVI, on its own
behalf and on behalf of its heirs, devisees, legatees, executors,
administrators, personal and legal representatives, assigns and successors in
interest, and its past, present and future Subsidiaries (collectively, the “NVI Derivative Claimants” and each
an “NVI Derivative Claimant”), hereby
IRREVOCABLY, UNCONDITIONALLY AND GENERALLY RELEASES, ACQUITS, AND FOREVER
DISCHARGES, to the fullest extent permitted by law, NPI and its past, present
and future owners, members, predecessors (including, without limitation,
Nottingham Investment Company), successors, assigns, agents, directors,
officers, employees, representatives, attorneys, divisions, Subsidiaries and
Affiliates (and agents, directors, officers, employees, owners, 


 

















 


members,
representatives and attorneys of such owners, members, predecessors,
successors, assigns, divisions, Subsidiaries and Affiliates), and all persons
acting by, through, under or in concert with any of them (collectively, the “NPI Releasees” and each a “NPI Releasee”), or any of them, from
any and all charges, complaints, claims, damages, actions, causes of action,
suits, rights, demands, grievances, costs, losses, debts, and expenses
(including attorneys’ fees and costs incurred), of any nature whatsoever, known
or unknown, absolute or contingent, arising out of or relating to activities of
NVI, NPI or any of their respective Subsidiaries or Affiliates, or the Office
Properties or the Office Interests, or the Nottingham Transactions (including,
without limitation, any claims or other liabilities under the Purchase
Agreement or the Exchange Agreement), or any transactions preceding the
Nottingham Transactions to which NVI, NPI or any of their respective
Subsidiaries or Affiliates was a party, that NVI or any of the NVI Derivative
Claimants now has, owns, or holds, or claims to have, own, or hold, or which
NVI or any of the NVI Derivative Claimants at any time heretofore had, owned, or
held, or claimed to have, own, or hold from the beginning of time to the
Effective Date (each of which is referred to herein as an “NVI
Claim”).  Notwithstanding
the foregoing, NVI, on its own behalf and on behalf of all NVI Derivative
Claimants, expressly reserves any known or unknown claims any of them might now
or hereafter have against Nottingham Management Company, a Maryland corporation
and a former Subsidiary of NPI (“NMC”),
Nottingham Construction Company, a Maryland corporation and a former Subsidiary
of NPI (“NCC”), and Nottingham Utility
Company, LLC, a Maryland limited liability company and a former Subsidiary of
NPI (“NUC”), all of which shall be
wholly owned by the Liquidating Trust, and against the Liquidating Trust; provided, however, that no such claim shall name NPI or any
other NPI Releasee as a defendant nor shall any such claimant hold or attempt
to hold NPI or any other NPI Releasee liable (including by means of any attempt
to pierce the corporate veil) for any acts or omissions of NMC, NCC, NUC or the
Liquidating Trust.  If the Retail
Transaction (defined below) closes with Federal Realty Investment Trust and/or
any of its Affiliates or Subsidiaries (collectively, “FRIT”)
as the acquiring party, then the term “NPI Releasee” or “NPI Releasees” as used
in this Agreement shall include, for all purposes, FRIT, its Affiliates and
Subsidiaries, and their respective successors, assigns, agents, directors,
trustees, officers, employees, representatives, attorneys, divisions,
Subsidiaries and Affiliates (and agents, directors, officers, employees,
owners, members, representatives and attorneys of such successors, assigns,
divisions, Subsidiaries and Affiliates), and all persons acting by, through,
under or in concert with any of them.


 


(b)           Release of NVI and NVI Derivative
Claimant Unknown Claims.  NVI
recognizes that NVI or an NVI Derivative Claimant may have some claim, demand,
or cause of action against the NPI Releasees relating to an NVI Claim of which
NVI and/or any NVI Derivative Claimant is totally unaware and unsuspecting and
which is given up by the execution of this Agreement.  It is NVI’s intention in executing this
Agreement with the advice of legal counsel that this Agreement will deprive NVI
and all NVI Derivative Claimants of any such NVI Claim and prevent NVI and all
NVI Derivative Claimants from asserting the same.  The provisions of any local, state, federal,
or foreign law, statute, or judicial decision providing in substance that this
Agreement shall not extend to such unknown or unsuspecting claims, demands, or
damages, are hereby expressly waived.


 


(c)           Release of COPT, COPLP, COPT
Merger Sub and COPT Derivative Claimant Claims.  COPT, COPLP and COPT Merger Sub, on their own
behalf and on behalf of 


 

















 


their
respective heirs, devisees, legatees, executors, administrators, personal and
legal representatives, assigns and successors in interest, and their respective
past, present and future Subsidiaries (collectively, the “COPT
Derivative Claimants” and each a “COPT
Derivative Claimant”), hereby IRREVOCABLY, UNCONDITIONALLY AND
GENERALLY RELEASE, ACQUIT, AND FOREVER DISCHARGE, to the fullest extent
permitted by law, NPI and all other NPI Releasees, or any of them, from any and
all charges, complaints, claims, damages, actions, causes of action, suits,
rights, demands, grievances, costs, losses, debts, and expenses (including
attorneys’ fees and costs incurred), of any nature whatsoever, known or
unknown, absolute or contingent, arising out of or relating to activities of
NVI, NPI or any of their respective Subsidiaries or Affiliates, or the Office
Properties or the Office Interests, or the Nottingham Transactions (including,
without limitation, any claims or other liabilities under the Purchase
Agreement or the Exchange Agreement), or any transactions preceding the
Nottingham Transactions to which NVI, NPI or any of their respective
Subsidiaries or Affiliates was a party, that COPT, COPLP, COPT Merger Sub or
any of the COPT Derivative Claimants now has, owns, or holds, or claims to have,
own, or hold, or which COPT, COPLP, COPT Merger Sub or any of the COPT
Derivative Claimants at any time heretofore had, owned, or held, or claimed to
have, own, or hold from the beginning of time to the Effective Date (each of
which is referred to herein as a “COPT Claim”).  Notwithstanding the foregoing, COPT, COPLP
and COPT Merger Sub, on their own behalf and on behalf of all COPT
Derivative Claimants, expressly reserve any known or unknown claims any of them
might now or hereafter have against NMC, NCC, NUC or the Liquidating Trust; provided, however, that no such claim shall name NPI or any
other NPI Releasee as a defendant nor shall any such claimant hold or attempt
to hold NPI or any other NPI Releasee liable (including by means of any attempt
to pierce the corporate veil) for any acts or omissions of NMC, NCC, NUC or the
Liquidating Trust.


 


(d)           Release of COPT, COPLP, COPT
Merger Sub and COPT Derivative Claimant Unknown Claims.  COPT, COPLP and COPT Merger Sub recognize
that COPT, COPLP, COPT Merger Sub or a COPT Derivative Claimant may have some
claim, demand, or cause of action against the NPI Releasees relating to a COPT
Claim of which COPT, COPLP, COPT Merger Sub and/or any COPT Derivative Claimant
is totally unaware and unsuspecting and which is given up by the execution of
this Agreement.  It is COPT’s, COPLP’s
and COPT Merger Sub’s intention in executing this Agreement with the advice of
legal counsel that this Agreement will deprive COPT, COPLP, COPT Merger Sub and
all COPT Derivative Claimants of any such COPT Claim and prevent COPT, COPLP,
COPT Merger Sub and all COPT Derivative Claimants from asserting the same.  The provisions of any local, state, federal,
or foreign law, statute, or judicial decision providing in substance that this
Agreement shall not extend to such unknown or unsuspecting claims, demands, or
damages, are hereby expressly waived.


 


4.             NPI Release.


 


(a)           Release of NPI and NPI Derivative
Claimant Claims.  NPI, on its own
behalf and on behalf of its heirs, devisees, legatees, executors,
administrators, personal and legal representatives, assigns and successors in
interest (including, without limitation, FRIT, if the Retail Transaction closes
and FRIT or one of its Subsidiaries or Affiliates is the acquiring party
thereunder), and its respective past, present and future Subsidiaries
(collectively, the “NPI Derivative Claimants” and
each a “NPI Derivative Claimant”),
hereby IRREVOCABLY, 


 

















 


UNCONDITIONALLY
AND GENERALLY RELEASE, ACQUIT, AND FOREVER DISCHARGE, to the fullest extent permitted
by law, NVI, COPT, COPLP and COPT Merger Sub and their respective present and
future owners, members, predecessors, successors, assigns, agents, directors,
officers, employees, representatives, attorneys, divisions, Subsidiaries and
Affiliates (and agents, directors, officers, employees, owners, members,
representatives and attorneys of such owners, members, predecessors,
successors, assigns, divisions, Subsidiaries and Affiliates), and all persons
acting by, through, under or in concert with any of them (collectively, the “NVI/COPT Releasees” and each an “NVI/COPT Releasee”), or any of them,
from any and all charges, complaints, claims, damages, actions, causes of
action, suits, rights, demands, grievances, costs, losses, debts, and expenses
(including attorneys’ fees and costs incurred), of any nature whatsoever, known
or unknown, absolute or contingent, arising out of or relating to activities of
NVI, NPI or any of their respective Subsidiaries or Affiliates, or the Retail
Properties or the Retail Interests, or the Nottingham Transactions, or any
transactions preceding the Nottingham Transactions (including, without
limitation, any claims or liabilities under the Purchase Agreement or the
Exchange Agreement) to which NVI, NPI or any of their respective Subsidiaries
or Affiliates was a party, that NPI or any of the NPI Derivative Claimants now
has, owns, or holds, or claims to have, own, or hold, or which NPI or any of
the NPI Derivative Claimants at any time heretofore had, owned, or held, or claimed
to have, own, or hold from the beginning of time to the Effective Date (each of
which is referred to herein as a “NPI Claim”).  Notwithstanding the foregoing, NPI, on its
own behalf and on behalf of all NPI Derivative Claimants, expressly
reserves any known or unknown claims any of them might now or hereafter have
against NMC, NCC, NUC or the Liquidating Trust; provided, however, that no such claim shall name any member
of the COPT Group or any other COPT Releasee as a defendant nor shall any such
claimant hold or attempt to hold any member of the COPT Group or any other COPT
Releasee liable (including by means of any attempt to pierce the corporate
veil) for any acts or omissions of NMC, NCC, NUC or the Liquidating Trust.


 


(b)           Release of NPI or any of the NPI
Derivative Claimant Unknown Claims. 
NPI recognizes that NPI or an NPI Derivative Claimant may have some
claim, demand, or cause of action against the NVI/COPT Releasees relating to an
NPI Claim of which NPI and/or any NPI Derivative Claimant is totally unaware
and unsuspecting and which is given up by the execution of this Agreement.  It is NPI’s intention in executing this
Agreement with the advice of legal counsel that this Agreement will deprive NPI
and all NPI Derivative Claimants of any such NPI Claim and prevent NPI and all
NPI Derivative Claimants from asserting the same.  The provisions of any local, state, federal,
or foreign law, statute, or judicial decision providing in substance that this
Agreement shall not extend to such unknown or unsuspecting claims, demands, or
damages, are hereby expressly waived.


 


3.             Collected
Rent.  NPI agrees that any
rent collected after the date hereof by NPI attributable to the Office
Properties shall promptly be forwarded to COPLP.  NVI, COPT, COPLP and COPT Merger Sub agree
that any rent collected after the date hereof by NVI, COPT, COPLP and COPT
Merger Sub attributable to the Retail Properties shall promptly be forwarded to
NPI; provided, however, that if the Retail Transaction closes and FRIT or one
of its Subsidiaries or Affiliates is the acquiring party thereunder, then from
and after the closing of such Retail Transaction, such rent shall promptly be
forwarded to FRIT at 1626 East Jefferson Street, Rockville, Maryland  20852.


 

















 


4.             COPT
Group Indemnification. 
The COPT Group hereby agrees to indemnify, defend and hold NPI and all
other NPI Releasees harmless from and against any and all charges, complaints,
claims, actions, causes of action, suits, rights, demands, or grievances of any
nature whatsoever, known or unknown, absolute or contingent, of or brought or
asserted by any third party against NPI or any of the NPI Releasees, and all
damages, costs, losses, debts, and expenses (including attorneys’ fees and
costs) incurred by NPI or any other NPI Releasee in connection therewith, that
are now pending or that hereafter arise and that are related to (a) the
Office Properties or the Exchanged Office Interests, including, without
limitation, (i) claims relating to the loans encumbering any such Office
Properties at the time of, or at any time preceding, the Nottingham
Transactions, (ii) claims relating to any transfer or recordation taxes
now or hereafter imposed on or with respect to the conveyance of such Office
Properties or Exchanged Office Interests to NVI, COPT, COPLP, COPT Merger Sub
or its or their Subsidiaries, (iii) claims relating to the environmental
condition of the Office Properties, and (iv) claims relating to or
involved in any litigation relating to the Office Properties or the Exchanged
Office Interests pending as of the Effective Date, including, without
limitation, that certain case captioned as Silberhorn, et al. v. Woods
Investors Group, LLC Partnership, et al., Case No.: 13-C-05-063766OT, and that
certain case captioned as Hartford Fire Insurance Company as subrogee of The
Management Alliance, Inc. v. Nottingham Management Company, Case No.:
03-C-06-009327 OC and (b) COPT Group’s failure to provide applicable
notices and continuing health coverage that satisfies COBRA to Ronald Heagy,
Bruce Campbell III, John Auer and Deborah Sellmayer (and members of their
families), to individuals who are within their COBRA election period as of the
Effective Date, and to employees of NPI (and members of their families)
terminated in connection with qualifying events after the Effective Date and
before the closing of NPI’s proposed acquisition by FRIT, or a subsidiary of
FRIT (the “Retail Transaction”), but
only with respect to the NPI Group Health Plan (including dental, vision and
prescription drug coverage) and only if such Retail Transaction is consummated
within sixty (60) days of the Closing hereunder; provided,
that COPT Group’s indemnification obligation does not include the assumption of
any other liability with respect to NPI’s employee benefit plans and does not
extend to any other obligation or liability under COBRA.


 


5.             NPI
Indemnification.  NPI
hereby agrees to indemnify, defend and hold NVI, all other NVI Releasees, COPT,
COPLP, COPT Merger Sub and all other NVI/COPT Releasees harmless from and
against any and all charges, complaints, claims, actions, causes of action,
suits, rights, demands, or grievances of any nature whatsoever, known or
unknown, absolute or contingent, of or brought or asserted by any third party
against NVI, any other NVI Releasee, COPT, COPLP, COPT Merger Sub or any other
NVI/COPT Releasee, and all damages, costs, losses, debts, and expenses
(including attorneys’ fees and costs) incurred by NVI, any other NVI Releasee,
COPT, COPLP, COPT Merger Sub or any other NVI/COPT Releasee in connection
therewith, that are now pending or that hereafter arise and that are related to
(a) the Retail Properties or the Exchanged Retail Interests, including,
without limitation, (i) claims relating to the loans encumbering any such
Retail Properties at the time of, or at any time preceding, the Nottingham
Transactions, (ii) claims relating to any transfer or recordation taxes
now or hereafter imposed on or with respect to the conveyance of such Retail
Properties, and (iii) any claims relating to the environmental condition
of the Retail Properties, and (iv) claims relating to or involved in any
litigation relating to the Retail Properties or Exchanged Retail Interests
pending as of the Effective Date and (b) any liabilities or obligations to
P. Douglas Dollenberg arising out of NPI’s or NVI’s payment obligations under
the Retirement Agreement dated 


 

















 


January 1,
2005 by and among NPI, NVI and P. Douglas Dollenberg; provided,
that NPI’s indemnification obligation set forth in this subparagraph (b) shall
terminate upon the closing of the Retail Transaction; and provided
further that if the Retail Transaction closes and FRIT or one of its
Subsidiaries or Affiliates is the acquiring party, then neither NVI, COPT,
COPLP, COPT Merger Sub nor any other NVI/COPT Releasee shall have any right to
claim the benefit of such indemnification under this subparagraph (b) against
FRIT, its successors, assigns, agents, directors, officers, employees,
representatives, attorneys, divisions, Subsidiaries and Affiliates (the “FRIT Persons”), and FRIT  and FR White Marsh, Inc. shall assume
the indemnification obligations under subparagraph (a) above.


 


6.             Loan
Guarantees.  NVI
previously executed Loan Guarantees. 
Upon the consummation of the Retail Transaction, NPI shall use its
commercially reasonable efforts to cause the lenders to release COPT Group (as
successor to NVI) from all obligations under the Loan Guarantees which accrue
subsequent to the date of the closing of the Retail Transaction.  If the Retail Transaction fails to close
within one hundred twenty (120) days from the date hereof, NPI shall use its
commercially reasonable efforts to cause the lenders to release COPT Group (as
successor to NVI) from all obligations under the Loan Guarantees accruing after
the date of the release.  “Loan Guarantees” shall mean all
guarantees and indemnities executed by NVI in connection with the loans secured
by the Exchanged Retail Properties.


 


7.             Insurance
Coverage.  NPI shall cause
COPLP to be named as an additional “loss payee” as its interest may appear
under all insurance policies relating to the Exchanged Retail Properties with
respect to which NVI signed Loan Guarantees. 
NPI shall provide evidence to COPLP by April 1 of each year
regarding the insurance coverage on all of the Exchanged Retail
Properties.  Notwithstanding the
foregoing, NPI’s obligations hereunder shall terminate upon the closing of the
Retail Transaction such that the FRIT Persons shall have no obligations under
this Section 7.


 


8.             Notices.  All notices, requests, claims, demands and
other communications hereunder shall be in writing and shall be given by
delivery (and shall be deemed to have been duly given upon receipt or refusal
of delivery) either (i) in Person, (ii) by a recognized overnight
courier service, in either case to the respective parties at the following
addresses (or at such other address for a party as shall be specified in a
notice given in accordance with this Section 8), or (iii) by
facsimile transmission (if such transmission is followed by delivery on the
immediately following Business Day via the methods set forth in (i) or
(ii) above):


 


If
to any member of NPI:


 


Nottingham Properties, Inc.


100
West Pennsylvania Avenue


Towson,
Maryland 21204


Fax
No.: 410-321-8018


Attn:
J. Joseph Credit, President and Chief Executive Officer


 

















 


With
a copy to:


 


Gordon,
Feinblatt, Rothman, Hoffberger & Hollander, LLC


233
East Redwood Street


Baltimore,
Maryland  21202


Fax
No.: 410-576-4246


Attn:
Abba David Poliakoff, Esq.


 


If
to any member of the COPT Group:


 


Corporate
Office Properties Trust


6711
Columbia Gateway Drive


Suite 300


Columbia,
Maryland  21046


Fax No.: 
443-285-7652


Attention: 
Karen M. Singer, Esq.


 


With
a copy to:


 


DLA Piper US LLP  


6225 Smith Avenue


Baltimore, Maryland 21209-3600


Fax
No.:  410-580-3400


Attention:  Richard
E. Levine, Esq.


 


9.             Successors
and Assigns.  This
Agreement shall be binding upon and inure to the benefit of the respective
successors and assigns of the parties. 
No party shall have the right to assign its rights or obligations under
this Agreement without the prior written consent of the other parties hereto,
which consent may be granted or withheld in any party’s sole and absolute
discretion.  Notwithstanding the
foregoing, any member of the COPT Group or NPI may assign its rights (but not
its obligations) under this Agreement to future owners of any of the Exchanged
Office Interests and the Exchanged Office Properties and the Exchanged Retail
Interests and the Exchanged Retail Properties, respectively.


 


10.          Governing Law.  This Agreement shall be construed and
enforced in accordance with the laws of the State of Maryland, but without
reference to the conflicts of laws principles of such state.


 


11.          Joint and Several
Liability.  NVI, COPT,
COPLP and COPT Merger Sub shall be jointly and severally liable for the
obligations of each of them hereunder. 
NPI shall be wholly liable for its obligations hereunder.


 


12.          Counterparts.  This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one 


 

















 


and
the same instrument; provided, however, in no event shall this Agreement be
effective unless and until signed by all parties hereto.


 


13.          Entire Agreement;
Modifications; Waivers. 
This Agreement contains the entire agreement among the parties relating
to the subject matter hereof, and there are no promises, agreements,
conditions, undertakings, warranties or representations, oral or written,
express or implied, between them other than as herein set forth.  No change or modification of this Agreement
shall be valid unless the same is in writing and signed by the parties
hereto.  No waiver of any of the provisions
of this Agreement shall be valid unless in writing and signed by the party against
whom it is sought to be enforced.


 


14.          Partial
Invalidity.  If any term,
covenant or condition of this Agreement is held to be invalid or unenforceable
in any respect, such invalidity or unenforceability shall not affect any other
provision hereof, and this Agreement shall be construed as if such invalid or
unenforceable provision had never been contained herein.


 


15.          Interpretation.  Section headings used herein shall not
be used in construing this Agreement. 
Each party acknowledges that such party and its counsel, after
negotiation and consultation, have reviewed and revised this Agreement.  As such, the terms of this Agreement shall be
fairly construed, and the rule of construction that ambiguities in this
Agreement should be resolved against the drafting party shall not be employed
in the interpretation of this Agreement or any amendments, modifications or
exhibits hereto or thereto. 
Whenever  the words “including,”
“include” or “includes” are used in this Agreement, they shall be interpreted
in a non-exclusive manner (i.e.,
they shall mean “including, without limitation”).


 


16.          Recitals.  Each and all of the recitals set forth above
are hereby incorporated into this Agreement by reference.


 


PLEASE READ THIS AGREEMENT CAREFULLY. 
THIS AGREEMENT INCLUDES A RELEASE OF KNOWN AND UNKNOWN CLAIMS.


 

















 


IN
WITNESS WHEREOF, NPI, NVI, COPT, COPLP and COPT Merger Sub have executed this
Agreement as of the Effective Date.


 


	
   

  	
  NOTTINGHAM
  PROPERTIES, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  J.
  Joseph Credit

  
	
   

  	
  Title:

  	
  President

  
	
   

  	
  Date:

  	
   

  



 


 


	
   

  	
  NOTTINGHAM
  VILLAGE, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  J.
  Joseph Credit

  
	
   

  	
  Title:

  	
  President

  
	
   

  	
  Date:

  	
   

  



 


[signatures continue on the following page]


 

















 


	
   

  	
  CORPORATE
  OFFICE PROPERTIES TRUST

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  Roger
  A. Waesche, Jr.

  
	
   

  	
  Title:

  	
  Executive
  Vice President and Chief Operating Office

  
	
   

  	
  Date:

  	
   

  



 


 


	
   

  	
  CORPORATE
  OFFICE PROPERTIES, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Corporate
  Office Properties Trust,

  
	
   

  	
   

  	
  its
  general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Roger
  A. Waesche, Jr.

  
	
   

  	
   

  	
  Title:

  	
  Executive
  Vice President and Chief Operating Office

  
	
   

  	
   

  	
  Date:

  	
   

  



 


 


	
   

  	
  W&M
  BUSINESS TRUST

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  Roger
  A. Waesche, Jr.

  
	
   

  	
  Title:

  	
  Executive
  Vice President and Chief Operating Office

  
	
   

  	
  Date:

  	
   

  



 
















 


SCHEDULE 1


 


Exchanged Retail Interests


 


Retail
Properties Business Trust


Nottingham
Square Business Trust


White
Marsh Plaza Limited Partnership


White
Marsh Plaza Business Trust


White
Marsh Plaza, LLC


The
Avenue at White Marsh Business Trust


Shoppes
at Nottingham Square Business Trust


Campbell-Philadelphia
Business Trust


30%
tenancy in common interest in Retail Funding Affiliates, LLC


 

















 


SCHEDULE 2


 


Exchanged Retail Properties


 


	
  Property

  	
   

  	
  Address

  	
   

  	
  Title Holder

  	
   

  	
  Tax No.

  
	
  The Avenue at White Marsh (30% tenancy-in-common
  interest)

  	
   

  	
  8101 Honeygo Boulevard

  	
   

  	
  The Avenue at White Marsh Business Trust

  	
   

  	
  14-2200028701

  
	
  The
  Avenue at White Marsh Parking

  	
   

  	
  8207
  Town Center Drive

  	
   

  	
  Retail
  Properties Business Trust

  	
   

  	
  14-2000011985

  
	
  White
  Marsh Plaza

  	
   

  	
  Perry
  Hall Boulevard

  	
   

  	
  White
  Marsh Plaza Business Trust

  	
   

  	
  14-1900001897

  
	
  Shoppes
  at Nottingham Square

  	
   

  	
  5270
  Campbell Boulevard

  	
   

  	
  Shoppes
  at Nottingham Square Business Trust

  	
   

  	
  14-2300010302

  
	
  Shoppes
  at Nottingham Square 2

  	
   

  	
  5350
  Campbell Boulevard

  	
   

  	
  Campbell-Philadelphia
  Business Trust

  	
   

  	
  14-2300002821

  
	
  Bertucci’s

  	
   

  	
  8019
  Honeygo Boulevard

  	
   

  	
  Retail
  Properties Business Trust

  	
   

  	
  14-2200017197

  
	
  Red
  Lobster

  	
   

  	
  8132
  Corporate Drive

  	
   

  	
  Retail
  Properties Business Trust

  	
   

  	
  14-2200011638

  
	
  TGI
  Friday’s

  	
   

  	
  4921
  Campbell Boulevard

  	
   

  	
  Retail
  Properties Business Trust

  	
   

  	
  14-2200018668

  
	
  Johns
  Hopkins Health Systems

  	
   

  	
  4924
  Campbell Boulevard

  	
   

  	
  Retail
  Properties Business Trust

  	
   

  	
  14-2200005924

  
	
  Johns
  Hopkins Health Systems - Phase 2

  	
   

  	
  4930
  Campbell Boulevard

  	
   

  	
  Retail
  Properties Business Trust

  	
   

  	
  14-2200005923

  
	
  McDonald’s
  II

  	
   

  	
  5302
  Campbell Boulevard

  	
   

  	
  Retail
  Properties Business Trust

  	
   

  	
  14-2300007101

  
	
  Hilton
  Garden Inn

  	
   

  	
  4967
  Campbell Boulevard

  4965 Campbell Boulevard

  	
   

  	
  Retail
  Properties Business Trust

  	
   

  	
  14-2200025469

  14-2300001519

  
	
  Panera
  Bread

  	
   

  	
  5110
  Campbell Boulevard

  	
   

  	
  Nottingham
  Square Business Trust

  	
   

  	
  14-2400002795

  
	
  M&T
  Bank

  	
   

  	
  5100
  Campbell Boulevard

  	
   

  	
  Retail
  Properties Business Trust

  	
   

  	
  14-2300011554

  
	
  Chic-Fil-A

  	
   

  	
  5154
  Campbell Boulevard

  	
   

  	
  Retail
  Properties Business Trust

  	
   

  	
  14-2400002796

  
	
  Eastern
  Petroleum Corp (BP/Subway)

  	
   

  	
  5250
  Campbell Boulevard

  	
   

  	
  Retail
  Properties Business Trust

  	
   

  	
  14-2300010300

  
	
  Sun
  Trust Bank (Crestar)

  	
   

  	
  5260
  Campbell Boulevard

  	
   

  	
  Retail
  Properties Business Trust

  	
   

  	
  14-2300010301

  
	
  Baltimore
  County Savings Bank

  	
   

  	
  5340
  Campbell Boulevard

  	
   

  	
  Retail
  Properties Business Trust

  	
   

  	
  14-2300007100

  
	
  Lowes
  Home Centers

  	
   

  	
  5300
  Campbell Boulevard

  	
   

  	
  Retail
  Properties Business Trust

  	
   

  	
  14-2300002820

  



 

















 


SCHEDULE 3


 


Exchanged Office Interests


 


Allegheny
Parking Business Trust


Campbell
Building Business Trust


Honeygo
Limited Partnership I, LLLP


Honeygo
Limited Partnership II, LLLP


Honeygo
Limited Partnership III, LLLP


Lot
3A Business Trust


Philadelphia
Road Business Trust


Professional
Center I, LLC


White
Marsh Professional Center II, LLC


Professional
Center III, LLC


Ridgely’s
Choice Business Trust


Riverwood
Business Center Equity Affiliates, LLC


Royston
Building Business Trust (sole member of Royston-Allegheny Affiliates, LLC)


Schilling
216 Investors, LLC


Schilling
Center Equities, LLC


Tyler
Ridge Limited Partnership (sole beneficiary of Tyler Ridge I Business Trust)


Tyler
Ridge I, LLC


Tyler
Ridge II Improvements Business Trust


Tyler
Ridge III Improvements Business Trust


Tyler
Ridge Affiliates, LLC


White
Marsh Business Center Limited Partnership


White
Marsh Business Center, LLC


WMBC
13A Investment Company


 

















 


SCHEDULE 4


 


Exchanged Office Properties


 


	
  Property

  Class

  	
   

  	
  Property

  	
   

  	
  Address

  	
   

  	
  Ownership
  Immediately

  Prior To Effective Time of

  NVI Merger

  
	
  D.1

  	
   

  	
  Tyler
  Ridge II — Leasehold Interest

  	
   

  	
  8007
  Corporate Drive, Baltimore County, MD

  	
   

  	
  Tyler
  Ridge II Improvements Business Trust

  
	
  D.2

  	
   

  	
  Tyler
  Ridge III — Leasehold Interest

  	
   

  	
  7941
  Corporate Drive, Baltimore County, MD

  	
   

  	
  Tyler
  Ridge III Improvements Business Trust

  
	
  D.3

  	
   

  	
  Allegheny
  Parking Facility and 117 Allegheny Avenue

  (Tax
  Parcel No. 09-0914652094)

  	
   

  	
  111
  West Allegheny Avenue, Baltimore County, MD and

  117
  West Allegheny Avenue, Baltimore County, MD

  	
   

  	
  Allegheny
  Parking Business Trust

  
	
  D.4

  	
   

  	
  Campbell
  Building

  	
   

  	
  100
  West Pennsylvania Avenue, Baltimore County, MD

  	
   

  	
  Campbell
  Building Business Trust

  
	
  D.5

  	
   

  	
  Royston
  Building

  	
   

  	
  102
  West Pennsylvania Avenue, Baltimore County, MD

  	
   

  	
  Royston
  Building Business Trust

  
	
  D.6

  	
   

  	
  Lot
  3A — In front of Residence Inn  (L)

  	
   

  	
  4960
  Mercantile Road, Baltimore County, MD

  	
   

  	
  Lot
  3A Business Trust

  
	
  D.7

  	
   

  	
  Philadelphia
  Rd./Rt. 43 (28.53 acres) (L)

  (Tax
  Parcel No. 11-1114066244)

  	
   

  	
  Philadelphia
  Road, Baltimore County, MD

  	
   

  	
  Philadelphia
  Road Business Trust

  
	
  E.2 

  	
   

  	
  Riverwood
  Business Center

  	
   

  	
  7150
  Riverwood Drive, Howard County, MD

  	
   

  	
  Riverwood
  Business Center Equity Affiliates, LLC

  
	
  E.3

  	
   

  	
  216
  Schilling Center

  	
   

  	
  216
  Schilling Circle, Baltimore County, MD

  	
   

  	
  Schilling
  216 Investors, LLC

  
	
  E.4

  	
   

  	
  Ridgely’s
  Choice

  	
   

  	
  8623
  Ridgely’s Choice Drive, Baltimore County, MD

  	
   

  	
  Ridgely’s
  Choice Business Trust

  
	
  G.4

  	
   

  	
  Schilling
  Center

  	
   

  	
  222
  Schilling Circle (222-224 Schilling Cir.), Baltimore County, MD

  	
   

  	
  Schilling
  Center Equities, LLC

  
	
  G.5

  	
   

  	
  Professional
  Center I

  	
   

  	
  7939
  Honeygo Boulevard, Baltimore County, MD

  	
   

  	
  Honeygo
  Limited Partnership I, LLLP

  
	
  G.6

  	
   

  	
  Professional
  Center II

  	
   

  	
  7923
  Honeygo Boulevard, Baltimore County, MD

  	
   

  	
  Honeygo
  Limited Partnership II, LLLP

  
	
  G.7

  	
   

  	
  Professional
  Center III

  	
   

  	
  8133
  Perry Hall Boulevard, Baltimore County, MD

  	
   

  	
  Honeygo
  Limited Partnership III, LLLP

  
	
  G.8

  	
   

  	
  White
  Marsh Business Center)

  	
   

  	
  5020
  Campbell Boulevard (WMBC I),

  5022
  Campbell Boulevard (WMBC II),

  5026
  Campbell Boulevard (WMBC III),

  5024
  Campbell Boulevard (WMBC IV),

  Baltimore
  County, MD

  	
   

  	
  White
  Marsh Business Center Limited Partnership

  
	
  G.11

  	
   

  	
  Tyler
  Ridge I

  	
   

  	
  8011
  Corporate Drive, Baltimore County, MD

  	
   

  	
  Tyler
  Ridge I Business Trust

  



 

















 


SCHEDULE 5


 


Office Properties to be Purchased


 


	
  Property

  Class

  	
   

  	
  Property

  	
   

  	
  Address

  	
   

  	
  Ownership
  Immediately

  Prior to Effective Time of

  NVI Merger

  
	
  B.1

  	
   

  	
  37 Allegheny Avenue

  	
   

  	
  37 Allegheny Avenue, Baltimore County, MD

  	
   

  	
  37 Allegheny Business Trust

  
	
  B.2

  	
   

  	
  10552 Philadelphia Road

  (Leasehold Interest)

  	
   

  	
  10552 Philadelphia Road, Baltimore County, MD

  	
   

  	
  Philadelphia Road Operating Company, LLC

  
	
  B.3

  	
   

  	
  Intentionally Deleted

  	
   

  	
   

  	
   

  	
   

  
	
  B.4

  	
   

  	
  9020 Mendenhall

  	
   

  	
  9020 Mendenhall Court, Howard County, MD

  	
   

  	
  9020 Mendenhall, LLC

  
	
  B.5

  	
   

  	
  Woods at Broken Land

  	
   

  	
  9700 Patuxent Woods Drive, Howard County, MD

  	
   

  	
  Woods Investors, LLC

  
	
  B.6

  	
   

  	
  Rivers Center III

  	
   

  	
  10270 N. Old Columbia Road, Howard County, MD

  	
   

  	
  Rivers Center III Investors, LLC

  
	
  G.1

  	
   

  	
  Campbell Corporate Center I

  	
   

  	
  4940 Campbell Boulevard, Baltimore County, MD

  	
   

  	
  Corporate Center I Limited Partnership

  
	
  G.9

  	
   

  	
  Nottingham Centre

  	
   

  	
  502 Washington Avenue, Baltimore County, MD

  	
   

  	
  Nottingham Associates Limited Partnership

  
	
  G.10

  	
   

  	
  White Marsh Health Center

  	
   

  	
  8114 Sandpiper Circle, Baltimore County, MD

  	
   

  	
  White Marsh Health Center Limited Partnership, LLLP

  
	
  G.12

  	
   

  	
  White Marsh Hi-Tech I and II

  	
   

  	
  4969 Mercantile Road (Bldg 1)

  4979 Mercantile Road (Bldg 2)

  4981 Mercantile Road (Parking)

  	
   

  	
  White Marsh Hi-Tech 1 Business Trust (49%)

  And

  White Marsh Hi-Tech 2 Business Trust (51%)

  



 






Notes


 


G.1.  COPLP will purchase a 50% limited partnership
interest in Corporate Center I Limited Partnership.


G.9.  COPLP will purchase a 43.7% limited
partnership interest in Nottingham Associates Limited Partnership.


G.10.  COPLP will purchase a 60% limited partnership
interest in Sandpiper Limited Partnership which, in turn, owns a 72.5% general
partnership interest in White Marsh Health Center Limited Partnership, LLLP.


G.12.  COPLP will purchase 100% of beneficial
interests in White Marsh Hi-Tech 2 Business Trust (which shall own a 51%
tenancy-in-common interest in White Marsh Hi-Tech property).


 

















 


SCHEDULE 6


 


Office Properties


 


	
  Property

  Class

  	
   

  	
  Property

  	
   

  	
  Address

  	
   

  	
  Ownership
  Immediately

  Prior To Effective Time of NVI Merger

  
	
  B.1

  	
   

  	
  37
  Allegheny Avenue

  	
   

  	
  37
  Allegheny Avenue, Baltimore County, MD

  	
   

  	
  37
  Allegheny Business Trust

  
	
  B.2

  	
   

  	
  10552
  Philadelphia Road — Leasehold Interest

  	
   

  	
  10552
  Philadelphia Road, Baltimore County, MD

  	
   

  	
  Philadelphia
  Road Operating Company, LLC

  
	
  B.3

  	
   

  	
  Intentionally
  Deleted

  	
   

  	
   

  	
   

  	
   

  
	
  B.4

  	
   

  	
  9020
  Mendenhall

  	
   

  	
  9020
  Mendenhall Court, Howard County, MD

  	
   

  	
  9020
  Mendenhall, LLC

  
	
  B.5

  	
   

  	
  Woods
  at Broken Land

  	
   

  	
  9700
  Patuxent Woods Drive, Howard County, MD

  	
   

  	
  Woods
  Investors, LLC

  
	
  B.6

  	
   

  	
  Rivers
  Center III

  	
   

  	
  10270
  N. Old Columbia Road, Howard County, MD

  	
   

  	
  Rivers
  Center III Investors, LLC

  
	
  A.1

  	
   

  	
  8029
  - 8031 Corporate Drive

  	
   

  	
  8029-8031
  Corporate Drive, Baltimore County, MD

  	
   

  	
  8029
  Corporate Drive Business Trust

  
	
  A.2

  	
   

  	
  Corporate
  Place I

  	
   

  	
  8140
  Corporate Drive, Baltimore County, MD

  	
   

  	
  Corporate
  Place I Business Trust

  
	
  A.3

  	
   

  	
  Franklin
  Ridge V

  	
   

  	
  9900
  Franklin Square Drive, Baltimore County, MD

  	
   

  	
  Franklin
  Ridge V Business Trust

  
	
  A.4

  	
   

  	
  Tyler
  Ridge II — Fee Interest

  	
   

  	
  8007
  Corporate Drive, Baltimore County, MD

  	
   

  	
  Tyler
  Ridge II Business Trust

  
	
  A.5

  	
   

  	
  Tyler
  Ridge IIA

  	
   

  	
  8003
  Corporate Drive, Baltimore County, MD

  	
   

  	
  Tyler
  Ridge IIA Business Trust

  
	
  A.6

  	
   

  	
  Tyler
  Ridge III — Fee Interest

  	
   

  	
  7941
  Corporate Drive, Baltimore County, MD

  	
   

  	
  Tyler
  Ridge III Business Trust

  
	
  A.7

  	
   

  	
  McLean
  Ridge V  (L)

  	
   

  	
  8100
  Sandpiper Circle, Baltimore County, MD

  	
   

  	
  McLean
  Ridge V Business Trust

  
	
  A.8

  	
   

  	
  Corporate
  Place III  (L)

  	
   

  	
  8120
  Corporate Drive, Baltimore County, MD

  	
   

  	
  Corporate
  Place III Business Trust

  
	
  A.9

  	
   

  	
  Corporate
  Place IV  (L)

  	
   

  	
  8130
  Corporate Drive, Baltimore County, MD

  	
   

  	
  Corporate
  Place IV Business Trust

  
	
  A.10

  	
   

  	
  Lot
  401 — on cul-de-sac  (L)

  (Tax
  Parcel No. 11-2200015748)

  	
   

  	
  4985
  Mercantile Road, Baltimore County, MD

  	
   

  	
  Lot
  401 Business Trust

  
	
  A.11

  	
   

  	
  Nottingham
  Ridge (L) and

  (Tax
  Parcel Nos. 11-2400002078 and 

  11-2300012935)

  	
   

  	
  5300
  Nottingham Drive, Baltimore County, MD

  SWM
  Pond in Nottingham Ridge

  	
   

  	
  Nottingham
  Ridge I Business Trust

  
	
  A.12

  	
   

  	
  Nottingham
  Ridge/Phila. Road (L)

  (Tax
  Parcel No. 11-2400002075)

  	
   

  	
  5357
  Nottingham Drive, Baltimore County, MD

  	
   

  	
  Nottingham
  Ridge II Business Trust

  
	
  A.13

  	
   

  	
  10521
  Red Run Boulevard (L)

  	
   

  	
  10521
  Red Run Boulevard, Baltimore County, MD

  	
   

  	
  10521
  Red Run Business Trust

  
	
  A.14

  	
   

  	
  Intentionally
  Deleted

  	
   

  	
   

  	
   

  	
   

  
	
  A.15

  	
   

  	
  Campbell
  Blvd & Franklin Sq. (18.62 acres and 

  	
   

  	
  5251
  Campbell Boulevard, Baltimore County, MD

  	
   

  	
  Campbell
  Boulevard I Business Trust

  



 

















 


	
   

  	
   

  	
  1.0052
  acres SWM) (L)

  (Tax Parcel No. 14-2200020875) and

  (Tax Parcel No. 14-22000020877)

  	
   

  	
   

  	
   

  	
   

  
	
  A.16

  	
   

  	
  Campbell
  Blvd & Franklin Sq. (5.23 acres) (L)

  (Tax
  Parcel No. 14-2200020165)

  	
   

  	
  5201
  Campbell Boulevard, Baltimore County, MD

  	
   

  	
  Campbell
  Boulevard II Business Trust

  
	
  A.17

  	
   

  	
  Nottingham
  Ridge/Phila. Rd. (9.14 acres) (L)

  (Tax
  Parcel No. 11-2300012656)

  	
   

  	
  5361
  Nottingham Drive, Baltimore County, MD

  	
   

  	
  Nottingham
  Ridge III Business Trust

  
	
  A.18

  	
   

  	
  Intentionally
  Deleted

  	
   

  	
   

  	
   

  	
   

  
	
  A.19

  	
   

  	
  Franklin
  Ridge Open Space

  (Tax
  Parcel No. 14-2300006823) and

  (Tax
  Parcel No. 14-2300006822)

  	
   

  	
  .174
  Ac Pvt Op Sp., NSR Franklin Square Drive and

  .539
  Ac Pvt Op Sp., NSR Franklin Square Drive

  	
   

  	
  Franklin
  Ridge Open Space Business Trust

  
	
  A.20

  	
   

  	
  8027
  Corporate Drive

   

  	
   

  	
  8027
  Corporate Drive, Baltimore County, MD

  Lot
  13 — Adjacent to Tyler Ridge I

  	
   

  	
  8027
  Corporate Drive Business Trust

  
	
  A.21

  	
   

  	
  Tyler
  Ridge Water Management

  (Tax
  Parcel No. 14-220001624) and

  (Tax
  Parcel No. 14-220001623)

  	
   

  	
  Flood
  Plain and Storm Water Management Area adjacent to Tyler Ridge.

  	
   

  	
  Tyler
  Ridge Water Management Business Trust

  
	
  C.1

  	
   

  	
  10552
  Philadelphia Road — Fee Interest

  	
   

  	
  10552
  Philadelphia Road, Baltimore County, MD

  	
   

  	
  Honeygo
  Run Holdings, LLC

  
	
  C.2

  	
   

  	
  Corporate
  Place II

  	
   

  	
  8110
  Corporate Drive, Baltimore County, MD

  	
   

  	
  Corporate
  Place B Equity Affiliates, LLC

  
	
  C.3

  	
   

  	
  Franklin
  Ridge I

  	
   

  	
  9940
  Franklin Square Drive, Baltimore County, MD

  	
   

  	
  Franklin
  Ridge No. 1 Business Trust

  
	
  C.4

  	
   

  	
  Franklin
  Ridge II

  	
   

  	
  9930
  Franklin Square Drive, Baltimore County, MD

  	
   

  	
  Franklin
  Ridge No. 2 Business Trust

  
	
  C.5

  	
   

  	
  Franklin
  Ridge IV

  	
   

  	
  9910
  Franklin Square Drive, Baltimore County, MD

  	
   

  	
  Franklin
  Ridge No. 4 Business Trust

  
	
  C.6

  	
   

  	
  Nottingham
  Ridge C

  	
   

  	
  5355
  Nottingham Drive, Baltimore County, MD

  	
   

  	
  Nottingham
  Ridge No. 20 Business Trust

  
	
  C.7

  	
   

  	
  Nottingham
  Ridge D

  	
   

  	
  5325
  Nottingham Drive, Baltimore County, MD

  	
   

  	
  Nottingham
  Ridge No. 30 Business Trust

  
	
  D.1

  	
   

  	
  Tyler
  Ridge II — Leasehold Interest

  	
   

  	
  8007
  Corporate Drive, Baltimore County, MD

  	
   

  	
  Tyler
  Ridge II Improvements Business Trust

  
	
  D.2

  	
   

  	
  Tyler
  Ridge III — Leasehold Interest

  	
   

  	
  7941
  Corporate Drive, Baltimore County, MD

  	
   

  	
  Tyler
  Ridge III Improvements Business Trust

  
	
  D.3

  	
   

  	
  Allegheny
  Parking Facility and 117 Allegheny Avenue

  (Tax
  Parcel No. 09-0914652094)

  	
   

  	
  111
  West Allegheny Avenue, Baltimore County, MD and

  117
  West Allegheny Avenue, Baltimore County, MD

  	
   

  	
  Allegheny
  Parking Business Trust

  
	
  D.4

  	
   

  	
  Campbell
  Building

  	
   

  	
  100
  West Pennsylvania Avenue, Baltimore County, MD

  	
   

  	
  Campbell
  Building Business Trust

  



 

















 


	
  D.5

  	
   

  	
  Royston
  Building

  	
   

  	
  102
  West Pennsylvania Avenue, Baltimore County, MD

  	
   

  	
  Royston
  Building Business Trust

  
	
  D.6

  	
   

  	
  Lot
  3A — In front of Residence Inn  (L)

  	
   

  	
  4960
  Mercantile Road, Baltimore County, MD

  	
   

  	
  Lot
  3A Business Trust

  
	
  D.7

  	
   

  	
  Philadelphia
  Rd./Rt. 43 (28.53 acres) (L)

  (Tax
  Parcel No. 11-1114066244)

  	
   

  	
  Philadelphia
  Road, Baltimore County, MD

  	
   

  	
  Philadelphia
  Road Business Trust

  
	
  E.1

  	
   

  	
  Intentionally
  Deleted

  	
   

  	
   

  	
   

  	
   

  
	
  E.2
  

  	
   

  	
  Riverwood
  Business Center

  	
   

  	
  7150
  Riverwood Drive, Howard County, MD

  	
   

  	
  Riverwood
  Business Center Equity Affiliates, LLC

  
	
  E.3

  	
   

  	
  216
  Schilling Center

  	
   

  	
  216
  Schilling Circle, Baltimore County, MD

  	
   

  	
  Schilling
  216 Investors, LLC

  
	
  E.4

  	
   

  	
  Ridgely’s
  Choice

  	
   

  	
  8623
  Ridgely’s Choice Drive, Baltimore County, MD

  	
   

  	
  Ridgely’s
  Choice Business Trust

  
	
  F.1

  	
   

  	
  White
  Marsh Commerce Center I

  	
   

  	
  10001
  Franklin Square (10001 — 10049), Baltimore County, MD

  	
   

  	
  White
  Marsh Commerce Center I Business Trust

  
	
  F.2

  	
   

  	
  McLean
  Ridge I

  	
   

  	
  8012
  - 8020 Corporate Drive, Baltimore County, MD

  	
   

  	
  McLean
  Ridge I Business Trust

  
	
  F.3

  	
   

  	
  McLean
  Ridge II

  	
   

  	
  8002
  - 8010 Corporate Drive, Baltimore County, MD

  	
   

  	
  McLean
  Ridge II Business Trust

  
	
  F.4

  	
   

  	
  McLean
  Ridge III

  	
   

  	
  7920
  Corporate Drive, Baltimore County, MD

  	
   

  	
  McLean
  Ridge III Business Trust

  
	
  F.5

  	
   

  	
  McLean
  Ridge IV

  	
   

  	
  8098
  Sandpiper Cir., Baltimore County, MD

  	
   

  	
  McLean
  Ridge IV Business Trust

  
	
  F.6
  

  	
   

  	
  White
  Marsh Commerce Center II (L)

  	
   

  	
  9951
  Franklin Square Drive (9951-9999 Franklin Sq.), Baltimore County, MD

  	
   

  	
  White
  Marsh Commerce Center II Business Trust

  
	
  G.1

  	
   

  	
  Campbell
  Corporate Center I and Parcel A (.630 acres-Tax Parcel No. 14-2200005926)

  	
   

  	
  4940
  Campbell Boulevard, Baltimore County, MD

  	
   

  	
  Corporate
  Center I Limited Partnership

  (Campbell
  Corporate Center I) and

  Campbell
  Corporate Center I-2 Business Trust

  (Tax
  Parcel No. 14-2200005926)

  
	
  G.2

  	
   

  	
  Franklin
  Ridge III

  	
   

  	
  9920
  Franklin Square Drive, Baltimore County, MD

  	
   

  	
  Franklin
  Ridge No. 3 Business Trust

  
	
  G.3

  	
   

  	
  7272
  Park Circle Drive

  	
   

  	
  7272
  Park Circle Drive, Anne Arundel County, MD

  	
   

  	
  Park
  Circle Equities, LLC

  
	
  G.4

  	
   

  	
  Schilling
  Center

  	
   

  	
  222
  Schilling Circle (222-224 Schilling Cir.), Baltimore County, MD

  	
   

  	
  Schilling
  Center Equities, LLC

  
	
  G.5

  	
   

  	
  Professional
  Center I

  	
   

  	
  7939
  Honeygo Boulevard, Baltimore County, MD

  	
   

  	
  Honeygo
  Limited Partnership I, LLLP

  
	
  G.6

  	
   

  	
  Professional
  Center II

  	
   

  	
  7923
  Honeygo Boulevard, Baltimore County, MD

  	
   

  	
  Honeygo
  Limited Partnership II, LLLP

  
	
  G.7

  	
   

  	
  Professional
  Center III

  	
   

  	
  8133
  Perry Hall Boulevard, Baltimore County, MD

  	
   

  	
  Honeygo
  Limited Partnership III, LLLP

  



 

















 


	
  G.8

  	
   

  	
  White
  Marsh Business Center and 1.14 acres

  (Tax
  Parcel No. 14-2000000284)

  	
   

  	
  5020
  Campbell Boulevard (WMBC I)

  5022
  Campbell Boulevard (WMBC II)

  5026
  Campbell Boulevard (WMBC III)

  5024
  Campbell Boulevard (WMBC IV),

  Baltimore
  County, MD

  	
   

  	
  White
  Marsh Business Center Limited Partnership

  (White
  Marsh Business Center) and

  White
  Marsh Business Center 2 Business Trust

  (Tax
  Parcel No. 14-2000000284) 

  
	
  G.9

  	
   

  	
  Nottingham
  Centre

  	
   

  	
  502
  Washington Avenue, Baltimore County, MD

  	
   

  	
  Nottingham
  Associates Limited Partnership

  
	
  G.10

  	
   

  	
  White
  Marsh Health Center

  	
   

  	
  8114
  Sandpiper Circle, Baltimore County, MD

  	
   

  	
  White
  Marsh Health Center Limited Partnership, LLLP

  
	
  G.11

  	
   

  	
  Tyler
  Ridge I

  	
   

  	
  8011
  Corporate Drive, Baltimore County, MD

  	
   

  	
  Tyler
  Ridge I Business Trust

  
	
  G.12

  	
   

  	
  White
  Marsh Hi-Tech I and II

  	
   

  	
  4969
  Mercantile Road (Bldg 1)

  4979
  Mercantile Road (Bldg 2)

  4981
  Mercantile Road (Parking)

  	
   

  	
  White
  Marsh Hi-Tech 1 Business Trust (49%)

  and

  White
  Marsh Hi-Tech 2 Business Trust (51%)

  



 






Notes


 


G.1.  COPLP will purchase a 50% limited partnership
interest in Corporate Center I Limited Partnership.


G.9.  COPLP will purchase a 43.7% limited
partnership interest in Nottingham Associates Limited Partnership.


G.10.  COPLP will purchase a 60% limited partnership
interest in Sandpiper Limited Partnership which, in turn, owns a 72.5% general
partnership interest in White Marsh Health Center Limited Partnership, LLLP.


G.12.  COPLP will purchase 100% of beneficial
interests in White Marsh Hi-Tech 2 Business Trust (which shall own a 51%
tenancy-in-common interest in White Marsh Hi-Tech property).


 






 












 


Exhibit L


FIRST AMENDMENT TO RETIREMENT AGREEMENT


 


P. DOUGLAS DOLLENBERG


 


THIS
FIRST AMENDMENT (the “First Amendment”) is made as of January       ,
2007, but effective as of January 1, 2005, by and between Nottingham
Properties, Inc., a Maryland corporation (the “Company”), Nottingham
Village, Inc., a Maryland corporation (“Village”) and P. Douglas
Dollenberg (“Executive”).


 


RECITALS


 


WHEREAS,
the Company, Village and Executive entered into a Retirement Agreement dated as
of January 1, 2005 (the “Retirement Agreement”); and


 

















 


WHEREAS,
under the Retirement Agreement, the Company will provide to Executive benefits
under the Company’s retiree medical program; and


 


WHEREAS,
the Company has been providing to Executive and Kathleen B. Dollenberg, his
wife, benefits under the Company’s retiree medical program since his retirement
from active employment with the Company; and


 


WHEREAS,
the Company, Village and Executive wish to amend the Retirement Agreement to
comply with Section 409A of the Internal Revenue Code, based on
regulations and guidance issued to date by the Internal Revenue Service
interpreting Code Section 409A; and


 


WHEREAS,
the Company, Village and Executive also wish to amend the Retirement Agreement
to provide that, in lieu of continuing to provide Executive
and Kathleen B. Dollenberg benefits under the Company’s retiree
medical program, Company will pay Executive a lump sum payment in
cash of $491,822 on or about January 3, 2007.


 


NOW,
THEREFORE, it is agreed as follows:


 


1.             Effective January 3, 2007, the
following shall be added at the end of paragraph 3 of the Retirement Agreement:


 

















 


“Notwithstanding any other provision of this
Agreement, effective January 3, 2007, the Company shall have
no obligation to provide Executive or Kathleen B. Dollenberg any benefit
under the Company’s retiree medical program, including, but not limited to,
reimbursement of the Medicare Supplement and, in lieu thereof, the Company
shall pay Executive a lump sum payment in cash of $491,822 on or about January 5,
2007.  Executive acknowledges that such
payment constitutes payment in full of all obligations of the Company and
Village to Executive and Kathleen B. Dollenberg with respect to benefits under
the Company’s retiree medical program, including, but not limited to, reimbursement
of the Medicare Supplement, under this Agreement or otherwise.  At the
time of such payment, Executive and Kathleen B. Dollenberg will execute a
receipt acknowledging payment in full of all such obligations of the Company
and Village.”


 


2.             Effective January 1,
2005, the following shall be added at the end of paragraph 1 of the Retirement
Agreement:


 


“Such
retirement and resignation shall constitute a “separation from service” under
Section 409A(a)(2)(A)(i) of the Internal Revenue Code and the Internal
Revenue Service guidance and Treasury Regulations promulgated thereunder.”


 

















 


3.             Effective January 1,
2005, paragraph 4(d) of the Retirement Agreement shall be deleted and
replaced with the following:


 


“(d)         Acceleration.  Notwithstanding the payment provisions of
paragraph 4(a), above, the entire remaining balance of the Post-Retirement
Compensation payable to the Executive under paragraph 4(a) shall be paid
in one lump sum payment as soon as administratively practicable after the
earlier of (i) the death of the Executive or (ii) a “Change in
Control” as to the Executive.  For
purposes of this Agreement, a “Change in Control” means a “change in the
ownership of the corporation,” a “change in the 
effective control of the corporation,” or a “change in the ownership of
a substantial portion of the assets of the corporation,” as such terms are
defined under Section 409A(a)(2)(A)(v) of the Internal Revenue Code
and the Internal Revenue Service guidance and Treasury Regulations promulgated
thereunder.  Executive acknowledges that
such payment, in the amount of $2,625,000.00 (if payable before April 1,
2007), constitutes payment in full of all obligations of the Company and
Village to Executive with respect to Post-Retirement Compensation payable
under this Agreement or otherwise.  At the time of such payment, Executive
will execute a receipt acknowledging payment in full of all such obligations of
the Company and Village.”


 

















 


4.             Merger.


 


(a)           Village is
anticipating that it will be merging into and with an affiliate of Corporate
Office Properties Trust (“COPT Affiliate”) and has provided a copy of the
Retirement Agreement and this First Amendment, containing the obligations of
Village thereunder, to COPT Affiliate.  Upon
the consummation of such merger, COPT Affiliate shall be bound by the
obligations of Village under the Retirement Agreement, as hereby amended, under
Maryland law as the successor in the merger with Village.


 


(b)           Company is
anticipating that it may be merging with another entity (“Company Successor”).  Company shall provide a copy of the
Retirement Agreement and this First Amendment containing the obligations of
Company thereunder, to the Company Successor. 
Upon the consummation of such merger, Company Successor shall be bound
by the obligations of Company under the Retirement Agreement, as hereby amended
under Maryland law as the successor in the merger with Company.


 


5.             Reaffirmation.  Except as provided herein, the parties hereto
reaffirm all of the terms and provisions of the Retirement Agreement, and all
defined terms not defined herein shall have the meaning ascribed to such
defined terms in the Retirement Agreement.


 

















 


IN
WITNESS WHEREOF, the parties have executed this First Amendment as of the day
and year first above written.


 


 


	
  WITNESS:

  	
   

  	
  NOTTINGHAM
  PROPERTIES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  J.
  Joseph Credit

  
	
   

  	
   

  	
   

  	
  President
  and Chief Executive Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  WITNESS:

  	
   

  	
  NOTTINGHAM
  VILLAGE, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  J.
  Joseph Credit

  
	
   

  	
   

  	
   

  	
  President
  and Chief Executive Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  WITNESS:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  P.
  Douglas Dollenberg

  



 

















 


Exhibit M


 


January 9, 2007


 


Nottingham
Village, Inc.


100
W. Pennsylvania Avenue


Towson,
Maryland 21204


 


Purchase
Agreement and Agreement and Plan of Merger dated as of December 21, 2006


 


Ladies
and Gentlemen:


 

















 


We
are counsel to Corporate Office Properties Trust, a Maryland real estate
investment trust (the “Acquiror”), Corporate Office Properties, L.P., a
Delaware limited partnership (the “Acquiror OP”) and W&M Business
Trust, a Maryland business trust (the “Merger Subsidiary”).  Acquiror has entered into that certain
Purchase Agreement and Agreement and Plan of Merger dated as of December 21,
2006 (the “Merger Agreement”), by and among Acquiror, Acquiror OP,
Merger Subsidiary and Nottingham Village, Inc., a Maryland corporation
(the “Target”).  We have been
requested to deliver this opinion in connection with the execution and delivery
of the Merger Agreement.  This opinion is
furnished to you pursuant to Section 9.05(d) of the Merger
Agreement.  Unless otherwise defined
herein, terms used herein have the meanings assigned to such terms in the
Merger Agreement.


 


In
connection with this opinion, we have examined originals, or copies certified
or otherwise identified to our satisfaction, of each of the following documents:


 


(a)           the Merger Agreement;


 


(b)           the PSA;


 


(c)           the Articles of
Merger between the Target and Merger Subsidiary in the form to be filed with
the SDAT (the “Articles of Merger”) which, together with the Merger
Agreement and the PSA, are referred to as the “Agreements”;


 


(d)           the Certificate of Trust of each of Acquiror and Merger
Subsidiary, as certified by the State Department of Assessments and Taxation of
Maryland (the “SDAT”);


 


(e)           the Certificate of
Limited Partnership of Acquiror OP, as certified by the Secretary of State of
the State of Delaware;


 


(f)            the Declaration of
Trust of each of Acquiror and Merger Subsidiary, as certified by an officer of
Acquiror and Merger Subsidiary;


 


(g)           the Agreement of
Limited Partnership of Acquiror OP, as certified by the general partner of
Acquiror OP;


 


(h)           certified consent of
the Sole Trustee of Merger Subsidiary relating to the organization of Merger
Subsidiary;


 


(i)            certified consent
of the Sole Trustee of Merger Subsidiary relating to the Agreements and the
transactions contemplated thereby;


 


(j)            certified
resolutions of the Board of Directors of the Acquiror relating to the
Agreements and the transactions contemplated thereby;


 


(k)           certified consent of
the general partner of the Acquiror OP relating to the Agreements and the
transactions contemplated thereby;


 

















 


(l)            a good standing
certificate for Merger Subsidiary, dated as of a recent date, issued by the
SDAT;


 


(m)          a good standing
certificate for Acquiror, dated as of a recent date, issued by the SDAT;


 


(n)           a good standing
certificate for Acquiror OP, dated as of a recent date, issued by the Secretary
of State of the State of Delaware;


 


(o)           an officer’s
certificate of Acquiror, dated the date hereof, as to certain factual matters
(the “Officer’s Certificate”); and


 


(p)           such other documents
as we have considered necessary to the rendering of the opinion expressed below


 


In
our examination of the aforesaid documents, we have assumed, without
independent investigation, the genuineness of all signatures, the legal
capacity of all individuals who have executed any of the aforesaid documents,
the authenticity of all documents submitted to us as originals, the conformity
with originals of all documents submitted to us as copies (and the authenticity
of the originals of such copies), and that all public records from which public
information has been received are accurate and complete.  In making our examination of documents
executed by parties other than Merger Subsidiary, Acquiror or Acquiror OP, we
have assumed that such parties had the power, corporate or other, to enter into
and perform all obligations thereunder, and we have also assumed the due
authorization by all requisite action, corporate or other, and the valid
execution and delivery by such parties of such documents and the validity,
binding effect and enforceability thereof with respect to such parties.  As to any facts material to this opinion, we
have relied solely upon the Officer’s Certificate and have not independently
verified the matters stated therein. 
Additionally, when used herein, the phrase “to our knowledge” or other
similar phrases mean the actual knowledge of the attorneys in this firm who
have had active involvement in matters relating to the Merger Agreement or who
have prepared or signed this opinion letter


 


Based
upon the foregoing, we are of the opinion and advise you as follows:


 


1.             Acquiror
is a real estate investment trust duly incorporated, validly existing, and in
good standing under the laws of the State of Maryland.


 


2.             Acquiror
OP is a limited partnership duly organized, validly existing, and in good
standing under the laws of the State of Delaware.


 


3.             Merger
Subsidiary is a business trust duly organized, validly existing, and in good
standing under the laws of the State of Maryland.


 


4.             Acquiror
(a) has the corporate power and authority to execute, deliver, and perform
the Merger Agreement, (b) has all requisite corporate power and authority
to own or lease and operate its properties and assets and to carry on its
business as now conducted, (c) has taken all corporate action necessary to
authorize the execution, delivery, and performance of the Merger Agreement, and
(d) has duly executed and delivered the Merger Agreement.


 

















 


5.             Acquiror
OP (a) has the corporate power and authority to execute, deliver, and
perform the Agreements, (b) has all requisite corporate power and
authority to own or lease and operate its properties and assets and to carry on
its business as now conducted, (c) has taken all corporate action necessary
to authorize the execution, delivery, and performance of the Agreements, and
(d) has duly executed and delivered the Agreements.


 


6.             Merger Subsidiary (a) has the
corporate power and authority to execute, deliver, and perform the Merger
Agreement, (b) has all requisite corporate power and authority to own or
lease and operate its properties and assets and to carry on its business as now
conducted, (c) has taken all corporate action necessary to authorize the
execution, delivery, and performance of the Merger Agreement, and (d) has
duly executed and delivered the Merger Agreement.


 


7.             The
execution and delivery by Acquiror of the Merger Agreement do not, and the
performance by Acquiror of its obligations under the Merger Agreement will not,
(a) result in a violation of Acquiror’s certificate of trust or
declaration of trust, or (b) result in a violation of any Maryland law,
rule, or regulation or, to the best of our knowledge, any order, writ,
judgment, injunction, decree, determination or award binding on Acquiror.


 


8.             The
execution and delivery by Acquiror OP of the Agreements do not, and the
performance by Acquiror OP of its obligations under the Agreements will not,
(a) result in a violation of Acquiror OP’s certificate of limited
partnership or agreement of limited partnership, or (b) result in a
violation of any Delaware law, rule, or regulation or, to the best of our
knowledge, any order, writ, judgment, injunction, decree, determination or
award binding on Acquiror OP.


 


9.             The execution and delivery by the
Merger Subsidiary of the Merger Agreement do not, and the performance by Merger
Subsidiary of its obligations under the Merger Agreement will not,
(a) result in a violation of Merger Subsidiary’s certificate of trust or
declaration of trust, or (b) result in a violation of any Maryland law,
rule, or regulation or, to the best of our knowledge, any order, writ,
judgment, injunction, decree, determination or award binding on Merger
Subsidiary.


 


10.          No
authorization, approval or other action by, and no notice to or filing with,
any Maryland governmental authority or regulatory body, or other third party is
required for the due execution, delivery, or performance by Acquiror of the
Merger Agreement, except for the filing of the Articles of Merger with, and the
acceptance for record of the Articles of Merger by, the SDAT.


 


11.          No
authorization, approval or other action by, and no notice to or filing with,
any Delaware governmental authority or regulatory body, or other third party is
required for the due execution, delivery, or performance by Acquiror OP of the
Agreements, except for the filing of the Articles of Merger with, and the
acceptance for record of the Articles of Merger by, the SDAT.


 


12.          No
authorization, approval or other action by, and no notice to or filing with,
any Maryland governmental authority or regulatory body, or other third party is
required for the due execution, delivery, or performance by Merger Subsidiary
of the Merger Agreement, except for 


 

















 


the
filing of the Articles of Merger with, and the acceptance for record of the
Articles of Merger by, the SDAT.


 


13.          The execution and delivery of the
Merger Agreement and the documents contemplated thereby by Acquiror, Acquiror
OP and Merger Subsidiary have been duly authorized by the requisite partners or
trustees.


 


14.          The execution and delivery of the PSA
and the documents contemplated thereby by Acquiror OP have been duly authorized
by the general partner of Acquiror OP.


 


Our
opinions expressed above are subject to the following qualifications and
limitations:


 


(a)           We have not made any investigations
of, and express no opinion concerning, laws, rules and regulations of the
State of Maryland relating to health, safety, the environment, environmental
contamination, land use or construction nor any laws, rules and
regulations promulgated by political subdivisions of the State of Maryland.


 


(b)           We do not express any opinion with
respect to the law of any jurisdiction other than the laws of Maryland or
Delaware, as in effect on the date hereof, and we do not express any opinion
herein concerning any other law.


 


(c)           The foregoing opinions are rendered
as of the date hereof.  We assume no
obligation to update such opinions to reflect any facts or circumstances which
may hereafter come to our attention or changes in the law which may hereafter
occur.


 


(d)           This opinion is limited to the
matters set forth herein, and no other opinion should be inferred beyond the
matters expressly stated.


 


This
opinion letter is rendered to you in connection with the transactions
contemplated by the Agreements.  This
opinion letter may not be relied upon by you or any other person for any other
purpose, other than State Farm Life Insurance Company in accordance with the
reliance letter delivered to State Farm of even date herewith.


 


	
   

  	
  Very
  truly yours,

  



 


 

















 


Exhibit N


ACKNOWLEDGEMENT


 


The
undersigned, P. Douglas Dollenberg (“Dollenberg”), hereby acknowledges the
following:


 


(i.)                                  Dollenberg has received Four
Hundred Ninety-One Thousand Eight Hundred Twenty-Two Dollars ($491,822.00), in
full satisfaction of all obligations of Nottingham Properties, Inc.
(“NPI”) and Nottingham Village, Inc. (“NVI”) to provide benefits to
Dollenberg and Kathleen B. Dollenberg under NPI’s retiree medical program,
including, but not limited to, reimbursement of the Medicare Supplement,
pursuant to Section 3(i) of the Retirement Agreement by and between
Dollenberg, NPI and NVI, dated January 1, 2005, as amended (the
“Retirement Agreement”);


 

















 


(ii.)                               Dollenberg has received to
date monthly annuity payments from the trustee of the Nottingham Properties, Inc.
Pension Plan (the “Pension Plan”) in full satisfaction of all obligations of
NPI to provide Pension Plan benefits to him to date, pursuant to Section 3(ii) of
the Retirement Agreement;


 


(iii.)                            All amounts to which
Dollenberg is entitled under the Nottingham Properties, Inc. 401(k) Capital
Accumulation Plan (the “401(k) Plan”) are currently being held on his
behalf under the 401(k) Plan’s trust, pursuant to Section 3(iv) of
the Retirement Agreement;


 


(iv.)                           Dollenberg has received any
performance bonus to which he may have been entitled with respect to any period
ending on or before December 31, 2004, pursuant to Section 3(v) of
the Retirement Agreement; and


 


(v.)                              Title to the NPI automobile
assigned to Dollenberg as of December 31, 2004 has been transferred to
Dollenberg, pursuant to Section 3(vi) of the Retirement Agreement.


 


The
foregoing shall not affect the obligations of NPI pursuant to Section 9(i) of
the Retirement Agreement.


 


 


	
  Date:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  P.
  Douglas Dollenberg

  



 






 












 


Exhibit O


ACKNOWLEDGEMENT


 


The
undersigned, P. Douglas Dollenberg (“Dollenberg”), hereby acknowledges the
following:


 


(vi.)                         Dollenberg has
received Ninety-Nine Thousand Nine Hundred Twenty-Seven Dollars ($99,927.00),
which represents payment in full for Dollenberg’s interests in Campbell
Enterprises Limited Partnership (“CELP”) and is in full satisfaction of all
obligations of CELP to Dollenberg;


 


(vii.)                      Dollenberg has
received
                                                                            
($                            ),
which represents payment in full of the Promissory Note from Nottingham
Properties, Inc. dated January 1, 2005 in the amount of Two Million
One Hundred Ninety-Three Thousand Four Hundred Twenty-One Dollars
($2,193,421.00) and such Promissory Note is satisfied, discharged and paid in
full; and


 


(viii.)                   Dollenberg has received
                                                                            
($                            ),
which represents payment in full of the Promissory Note from Nottingham
Village, Inc. dated January 1, 2005 in the amount of Three Million
Six Hundred Forty-Eight Thousand Three Hundred Sixty-Two Dollars
($3,648,362.00) and such Promissory Note is satisfied, discharged and paid in
full.


 


 


	
  Date:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  P.
  Douglas Dollenberg

  



 

















 


Exhibit P


ACKNOWLEDGEMENT


 


The
undersigned, P. Douglas Dollenberg (“Dollenberg”), hereby acknowledges the
following:


 


(ix.)                        Dollenberg has
received Two Hundred Fifty-Five Thousand Two Hundred Thirty Five Dollars
($255,235.00), in full satisfaction of all obligations of Nottingham
Properties, Inc. (“NPI”) to provide benefits to Dollenberg under the
Nottingham Properties, Inc. Supplemental Executive Retirement Plan,
effective as of April 1, 1996, pursuant to Section 3(iii) of the
Retirement Agreement by and between Dollenberg, NPI and Nottingham Village, Inc.
(“NVI”) dated January 1, 2005, as amended (the “Retirement Agreement”);
and


 


(x.)                           Dollenberg has
received Two Million Six Hundred Twenty-Five Thousand Dollars ($2,625,000.00),
in full satisfaction of all obligations of NPI and NVI to provide
“Post-Retirement Compensation” to Dollenberg, pursuant to Section 4 of the
Retirement Agreement.


 


The
foregoing shall not affect the obligations of NPI pursuant to Section 9(i) of
the Retirement Agreement.


 


 


	
  Date

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  P.
  Douglas Dollenberg