exv10w2



 





EXHIBIT 10.2




BIOMED REALTY TRUST, INC.




DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN




June 11, 2007 





	1.	 	PURPOSE AND ADMINISTRATION





     BioMed Realty Trust, Inc., a Maryland corporation (the “Company”), has adopted two
plans for the purchase of shares of the Company’s common stock, par value $0.01 per share (the
“Common Stock”): (i) the Dividend Reinvestment Program (the “DRIP”) and (ii) the
Cash Option Purchase Plan (the “COPP,” the DRIP and COPP are together referred to as the
“Plan”). The purpose of the Plan is to provide existing stockholders of the Company with
an opportunity to invest automatically the cash dividends paid upon shares of the Company’s Common
Stock held by them (“Reinvested Dividends”), as well as to permit existing and prospective
stockholders to make voluntary cash purchases of such Common Stock (“Optional Cash
Purchases”). The Bank of New York, as agent, or such successor plan administrator as the
Company may designate (the “Agent”), will administer the Plan.




	2.	 	PARTICIPATION





     Any existing holder of shares of Common Stock which are registered in his or her name on the
records of the Agent and, with respect to the COPP, certain other persons as described below, may
enroll in the Plan (any such person so enrolled in the Plan is referred to herein as a
“Participant”). Beneficial owners of shares of Common Stock registered in the name of
another person or entity must make arrangements for that person or entity to handle investment or
reinvestment with respect to dividends received upon such shares, or must arrange to have such
shares registered in the beneficial owner’s name in order to participate.



     To enroll in the Plan, a prospective Participant must complete and sign an enrollment form,
substantially in the form attached hereto as Exhibit A or in such other form as the Company
may designate (the “Enrollment Form”), return it to the Agent and, if applicable, submit to
the Company a request for waiver, substantially in the form attached hereto as Exhibit B or
in such other form as the Company may designate (the “Request for Waiver”) for
consideration by the Company. If the shares of Common Stock are registered in more than one name
(such as joint tenants, trustees, etc.), all registered holders must sign an Enrollment Form and,
if applicable, the Request for Waiver.




	 	A.	 	Participation in the DRIP.





     A prospective Participant may join the Plan at any time. Participation in the DRIP will begin
on the next date the Company pays dividends on its Common Stock (the “Dividend Payment
Date”); provided that the Agent receives such Participant’s Enrollment Form on or before the
record date (the “Dividend Record Date”) for such Dividend Payment Date. Should the
Enrollment Form not arrive on or before the Dividend Record Date, those funds will be paid
to the Participant in accordance with the Company’s then current dividend payment policy or be



 









 







held without interest until they can be invested pursuant to the COPP on the next Investment Date
(as defined below). In such case, unless the Participant otherwise directs the Agent, such
Participant’s participation in the DRIP will begin on the following Dividend Payment Date. If not
specified otherwise, the Enrollment Form directs the Agent to reinvest cash dividends on all shares
enrolled in the Plan. However, a Participant may elect partial dividend reinvestment or no
reinvestment as described below. If a Participant does not make an election on his or her
Enrollment Form, the Agent will reinvest all dividends paid on the Participant’s shares.




	 	B.	 	Participation in the COPP.





     Participation in the COPP for Optional Cash Purchases will begin on the next Investment Date,
as defined below; provided the Participant’s Enrollment Form along with sufficient immediately
available funds to be invested are received on or before the COPP Due Date, as defined below, that
corresponds to the next Investment Date. Should the funds to be invested arrive after the
applicable COPP Due Date or such funds not be available by the applicable COPP Due Date, those
funds will be held without interest until they can be invested on the Investment Date following the
next COPP Due Date. The “Investment Date” for a particular month shall be the 26th day of
the month, unless the 26th day of the month is a Saturday, Sunday or bank holiday, in which case
the Investment Date shall be the first business day following the 26th day of the month. The
“COPP Due Date” shall be the date that is one business day prior to the applicable
Investment Date.




	 	C.	 	Partial Dividend Reinvestment.





     By selecting the partial dividend reinvestment option on the Enrollment Form, stockholders may
elect to receive cash dividends on a specified number of their shares, and reinvest the dividends
on the balance of such shares. A Participant may change the dividend reinvestment option at any
time by submitting a newly executed Enrollment Form to the Agent or by writing to the Agent.
Enrollment Forms may be obtained by contacting the Agent at the address set forth in Section 22.
Any change in the number of shares with respect to which the Agent is authorized to reinvest
dividends must be received by the Agent prior to the Dividend Record Date in order to permit the
new number of shares to apply to that dividend.




	3.	 	DIVIDEND REINVESTMENT





     Reinvested Dividends shall be, at the Company’s option, purchased either from (i) authorized
but previously unissued shares of Common Stock; (ii) shares of Common Stock purchased in the open
market or privately negotiated transactions; or (iii) a combination of both. In any case, such
shares will be sold to the Participant at a price per share determined in accordance with Sections
5 and 6 hereof.



     Newly authorized but previously unissued Common Stock as well as shares purchased in the open
market or in privately negotiated transactions will be purchased and issued to each Participant on
each Dividend Payment Date. In the event that (1) the Company has elected to purchase shares with
Reinvested Dividends from authorized but previously unissued shares of Common Stock and (2) there
are no trades of Common Stock reported on the New York Stock
Exchange (the “NYSE”) on a Dividend Payment Date, the Agent shall apply such
Reinvested



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Dividends on the next business day on which there are trades of Common Stock reported on
the NYSE (a “Trading Day”).



     Reinvested Dividends are not subject to any minimum or maximum purchase restrictions except
those specified by the Participant as set forth in Section 2.C of this Plan.




	4.	 	OPTIONAL CASH PURCHASES






	 	A.	 	Optional Cash Purchase Amounts.





     The aggregate amount of any payment of a Participant used to purchase shares of Common Stock
during any calendar month shall not be less than $100 nor more than $10,000 (the “Maximum
Limit”). Whether shares are purchased from newly authorized but previously unissued Common
Stock, open market purchases or privately negotiated transactions, such shares of Common Stock will
be sold to the Participant at a price per share determined in accordance with Sections 5 and 6. A
Participant may purchase shares in excess of the Maximum Limit with the Company’s permission in
accordance with Section 4.C of this Plan. Shares of Common Stock purchased in excess of the
Maximum Limit described above shall be only from authorized but previously unissued shares of
Common Stock in accordance with Section 6.




	 	B.	 	Purchases under the Maximum Limit





     A Participant enrolled in the Plan may make Optional Cash Purchases under the Maximum Limit by
delivering to the Agent immediately available U.S. currency made payable to “The Bank of New York –
BioMed Realty Trust, Inc.” at the address set forth in Section 22. Payments may be made by check
or electronic funds transfer. Shares of Common Stock purchased under the Maximum Limit of the COPP
shall be, at the Company’s option, either from (i) authorized but previously unissued shares of
Common Stock, (ii) shares of Common Stock purchased by the Agent in open market or privately
negotiated transactions, or (iii) a combination of both. Such shares will be purchased on the next
Investment Date following the Agent’s receipt of the Participant’s funds as set forth in Section
2.B.




	 	C.	 	Purchases over the Maximum Limit






	 	1.	 	When Shares May be Purchased





     The Agent will purchase shares exclusively from newly authorized but previously unissued
Common Stock for all Optional Cash Purchases made over the Maximum Limit. These shares will be
issued and credited to a Participant’s accounts on the Investment Date following receipt of
sufficient funds for such purchase; provided the funds are received by the Agent prior to the
applicable COPP Due Date. If sufficient funds are not received by the Agent prior to the
applicable COPP Due Date, such funds will be held without interest until the Investment Date
following the next COPP Due Date unless the Participant requests a refund of such funds.




	 	2.	 	Request for Waiver.





     Participants may make Optional Cash Purchases in excess of the Maximum Limit only pursuant to
a Request for Waiver which must be received by the Company at least five (5)



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business days prior to
the applicable Investment Date and which must be approved by the Company in its sole and absolute
discretion. All Optional Cash Purchases made over the Maximum Limit may be made only by wire
transfer of immediately available funds to the account referenced in the Request for Waiver. The
Agent must receive a copy of the Company’s written approval on or before the Investment Date and
must receive the immediately available funds on or before the COPP Due Date. The Request for
Waiver should be sent to the Company by facsimile at (858) 485-9843, Attention: Chief Financial
Officer, by 2:00 p.m. Pacific Time at least five (5) business days prior to the applicable
Investment Date. The Request for Waiver should not be sent to the Agent. The Request for Waiver
will be furnished by the Company or the Agent at the address and telephone number referenced above
and is attached hereto as Exhibit B.



     In deciding whether to approve a Request for Waiver, the Company will consider relevant
factors, including, but not limited to, the Participant’s participation in the Plan, the Company’s
need for additional funds, the attractiveness of obtaining additional funds through the sale of
Common Stock as compared to other sources of funds, the purchase price likely to apply to any sale
of Common Stock and the aggregate amount of Optional Cash Purchases for which Requests for Waiver
have been submitted by all Participants. The Company will determine whether or not to offer a
discount on shares to be purchased pursuant to the Request for Waiver on or before three (3)
business days prior to the applicable Investment Date.



     If Requests for Waiver are submitted prior to any COPP Due Date for an aggregate amount in
excess of the amount the Company is then willing to accept, the Company may honor those requests by
any method that the Company determines to be appropriate. With regard to Optional Cash Purchases
made pursuant to a Request for Waiver, the Plan does not provide for a predetermined maximum limit
on the amount that a Participant may invest or on the number of shares that may be purchased. The
Company reserves the right to modify, suspend or terminate participation in the Plan for any reason
whatsoever, including the elimination of practices that are not consistent with the purposes of the
Plan.




	 	D.	 	Procedures Applicable to Optional Cash Purchases.





     Participants shall not be obligated to make any COPP investments, and the amount of such
investments may vary among Investment Dates. If the no reinvestment box on the Enrollment Form is
checked, the Company will continue to pay cash dividends on the shares registered in the
Participant’s name in the usual manner, but any payment received will be applied toward the
purchase of additional shares of Common Stock under the COPP in accordance with the terms hereof.
Payments must be delivered to the Agent at the appropriate address set forth in Section 22.



     In the event that any Participant’s check with respect to a payment is returned unpaid for any
reason, the Agent will consider the request for investment of such money null and void and shall
immediately remove from the Participant’s account any shares purchased upon the prior
credit of such money. The Agent shall thereupon be entitled to sell these shares to satisfy
any uncollected amounts. If the net proceeds of the sale of such shares are insufficient to
satisfy the balance of such uncollected amounts, the Agent, in addition to any other legal remedies
it may have, shall be entitled to sell such additional shares from the Participant’s account to
satisfy the



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uncollected balance. Foreign and third party checks will not be accepted and will be
returned to the Participant by the Agent.



     A Participant may obtain a refund of any payment not yet invested upon written request to the
Agent at the address set forth in Section 22, provided such request is received not later than five
(5) business days prior to the next Investment Date. If the Agent receives the Participant’s
request for refund later than such date, the payment will be applied to the purchase of shares of
Common Stock.




	5.	 	DISCOUNT PRICING





     The Company may elect to establish, a discount from the market price applicable to Optional
Cash Purchases and/or Reinvested Dividends for newly issued shares of Common Stock purchased
directly from the Company not in excess of that set forth in Section 6. The Company, however, will
not offer a discount for any Common Stock purchased by the Agent in the open market or in privately
negotiated transactions under the Plan. The Company may change the discount in its discretion but
will not change the discount more frequently than once in any three-month period.



     The Company’s election whether to establish a discount for any Investment Date will not affect
the Company’s rights to establish a discount for any other Investment Date in the future. Any
Participant may obtain the discount applicable to the next Investment Date by telephoning the
Company at (858) 485-9840 not later than three (3) business days before the applicable Investment
Date. The discount, if any, shall be determined by the Company in its sole discretion after
reviewing the current market conditions, the level of participation in the Plan, and current and
projected capital needs. Such discount may vary but shall at no time be more than that set forth
in Section 6. Notwithstanding the foregoing, the discount may not be varied by the Company for
Optional Cash Purchases on a specific Investment Date and shall apply uniformly to all Optional
Cash Purchases made on that Investment Date.




	6.	 	SHARE PURCHASES





     As Agent for the Participants in the Plan, the Agent will receive cash dividends from the
Company with respect to Common Stock held by the Participants and Optional Cash Purchases from the
Participants. Shares to be purchased under the Plan with such Reinvested Dividends or Optional
Cash Purchases may be purchased in the open market by the Agent on the NYSE or any securities
exchange where the Company’s Common Stock is traded, in the over-the-counter market, or in
negotiated transactions, and may be subject to such terms with respect to price, delivery and other
matters as to which the Agent may agree. Alternatively, or in combination with open market
purchases, the Company has the right to satisfy its obligations under the Plan, by registering and
issuing additional shares of Common Stock, subject to compliance with the Securities Act of 1933,
as amended, and the rules and regulations thereunder. The Company may, without giving Participants
prior notice, change the Company’s determination as to whether
the Agent will purchase shares of Common Stock directly from the Company, in the open market
or in privately negotiated transactions from third parties or in a combination of both, in
connection with the purchase of shares with Reinvested Dividends or from Optional Cash Purchases.
The Company will not, however, change its determination more than once in any



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three-month period.
The Company will only satisfy Optional Cash Purchases over the Maximum Limit with newly issued
shares of Common Stock.



     In the event that the Company satisfies its obligations hereunder by registering and issuing
additional shares of Common Stock, the date of issuance of shares to be purchased with Reinvested
Dividends or with Optional Cash Purchases will be the Dividend Payment Date or the Investment Date,
as the case may be.




	 	A.	 	Price for Shares Newly Issued by the Company





     When the Company issues shares of Common Stock to satisfy its obligations under the DRIP, for
each day on which shares are purchased, the purchase price per share will be the average of the
highest and lowest NYSE price per share or, if the Common Stock is not then listed on the NYSE, any
other securities exchange or national quotation service on which the Common Stock is then traded or
listed for quotation, on such Dividend Payment Date, less a discount ranging from 0% to 5%, which
shall initially be 0%; provided that if no trades of Common Stock are reported on the NYSE on the
Dividend Payment Date, the Agent shall apply such Reinvested Dividends on the next Trading Day on
which there are trades of Common Stock reported on the NYSE.



     When the Company issues shares of Common Stock for Optional Cash Purchases equal to or under
the Maximum Limit, the purchase price for such shares will be the ten-day average of the average of
the highest and lowest NYSE price per share on each of the ten (10) Trading Days immediately
preceding the Investment Date for which trades are reported on the NYSE or, if the Common Stock is
not then listed on the NYSE, any other securities exchange or national quotation service on which
the Common Stock is then traded or listed on the Investment Date, less a discount ranging from 0%
to 5%, which shall initially be 0%.



     When the Company issues shares of Common Stock for Optional Cash Purchases over the Maximum
Limit, the purchase price for such shares will be the greater of (i) the ten-day average of
the average of the highest and lowest NYSE price per share on each of the ten (10) Trading Days
immediately preceding the Investment Date for which trades are reported on the NYSE or, if the
Common Stock is not then listed on the NYSE, any other securities exchange or national quotation
service on which the Common Stock is then traded or listed on the Investment Date and (ii) the
average of the highest and lowest NYSE price per share on the Investment Date or, if the Common
Stock is not then listed on the NYSE, any other securities exchange or national quotation service
on which the Common Stock is then traded or listed for quotation on such Investment Date, in either
case less a discount ranging from 0% to 5%, which shall initially be 0%.



     Notwithstanding anything to the contrary in this Plan, the amount per share paid by a
Participant for any shares of Common Stock (whether from Reinvested Dividends or Optional Cash
Purchases) purchased on any applicable Dividend Payment Date or Investment Date, as the
case may be, less the per share amount of any brokerage commissions, trading fees and any
other costs of purchase paid by the Company, shall not be less than 95% of the average of the high
and low NYSE prices of the Common Stock reported by the NYSE or other exchange or national
quotation system on that particular Trading Day (the “Minimum Acceptable Price”). In the



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event that shares would be purchased below the Minimum Acceptable Price, the Participant’s purchase
price per share will equal the Minimum Acceptable Price.



     If no trades of Common Stock are reported on an Investment Date,
the Investment Date will be the next Trading Day on which there are
trades of Common Stock reported on the NYSE or other securities exchange or national quotation
service on which the Common Stock is then traded or listed for quotation.




	 	B.	 	Price for Shares Purchased from the Open Market or in Privately Negotiated
Transactions.





     Shares of Common Stock purchased under the DRIP and the COPP on the open market or in
privately negotiated transactions shall occur on or during the applicable Dividend Payment Date or
Investment Date, as the case may be. The purchase price for each share of Common Stock acquired
under the DRIP on the open market or in privately negotiated transactions will be the average of
the purchase price of all shares purchased by the Agent with Reinvested Dividends for the
applicable Dividend Payment Date. The purchase price for each share of Common Stock acquired under
the COPP on the open market or in privately negotiated transactions will be the average of the
purchase price of all shares purchased by the Agent for Optional Cash Purchases for the applicable
Investment Date.




	 	C.	 	Calculations of Shares Delivered.





     The number of shares to be purchased for a Participant will depend on the net amount of the
Participant’s dividends available for reinvestment under the DRIP, and/or the aggregate amount of
the payment under the COPP, and the price per share of Common Stock purchased for the Participant’s
benefit. Each Participant’s account will be credited with the number of shares, including
fractions calculated to three decimal places, equal to the total of a Participant’s funds available
for investment, divided by the applicable per share purchase price of the shares purchased.



     The Agent shall have no responsibility as to the value of the Common Stock acquired for a
Participant’s account. It is understood that for a number of reasons, including observance of the
rules and regulations of the Securities and Exchange Commission requiring temporary curtailment or
suspension of purchases and the limitations on ownership contained in the Company’s charter, the
whole amount of funds available in a Participant’s account for the purchase of Common Stock might
not be applied to such purchase. The Agent shall not be liable when conditions prevent the
purchase of Common Stock or interfere with the timing of such purchases.



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	7.	 	COSTS





     The Company will pay all of the costs associated with administering the Plan and will pay the
fees and commissions associated with the purchase of shares of Common Stock for Participants. Each
Participant will be responsible for the transaction fees and any commissions associated with the
sale of shares of Common Stock attributable to each Participant under the Plan.




	8.	 	CUSTODIAL SERVICE





     All shares of Common Stock that are purchased by Participants under the Plan shall be held in
the Participant’s name and the shares shall be added to the Participants’ balance in the Plan. The
Agent shall act as custodian for all of the Participants’ shares held in the Plan.



     A Participant may send to the Agent for safekeeping all Common Stock certificates which the
Participant holds. The Agent will keep all shares represented by such certificates for safekeeping
in book entry form, combined with any full and fractional shares then held in the Plan in the name
of the Participant. In order to deposit certificates for safekeeping or withdraw share
certificates from the Plan, a Participant must submit a transaction request form attached to the
bottom of his or her statement.




	9.	 	STATEMENT OF ACCOUNT





     As soon as practicable after the purchase of Common Stock is completed, the Agent will send
each Participant a statement of account confirming the transaction and itemizing any previous
investment activity for the calendar year. These statements will show total dividends received,
Optional Cash Purchases made, shares purchased, including fractional shares, and the price paid per
share in such year, and the total shares held in the Plan. If a Participant participates in the
Plan through a broker, bank or nominee, the Participant’s statement of account will be sent to the
respective broker, bank or nominee and the Participant must contact the broker, bank or nominee to
obtain the statement.




	10.	 	DIVIDENDS ON PLAN SHARES





     As the custodian for the Common Stock held in Participants’ accounts under the Plan, the Agent
will receive dividends (less any applicable tax withholding requirements imposed on the Company)
for all Plan shares held on the applicable record date, will credit such dividends to Participants’
accounts on the basis of shares held in these accounts, and will automatically reinvest such
dividends in additional Common Stock unless it is otherwise instructed in writing by the
Participant.



     If the Company distributes stockholders’ subscription rights to purchase additional shares of
Common Stock or other securities, the Agent shall sell the rights accruing to all shares held in a
Participant’s name when the rights become saleable or separately tradable. The Agent will apply
the net proceeds from the sale of the rights to the purchase of Common Stock on the next Investment
Date. If a Participant does not want the subscription or such other rights sold, such Participant
may notify the Agent by submitting an updated Enrollment Form which shall direct the Agent to
distribute the rights directly to the Participant. Transaction processing may be



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curtailed or suspended until the completion of any stock split, stock dividend or stock
subscription rights.




	11.	 	SALE OF PLAN SHARES





     A Participant may instruct the Agent in writing to sell any or all of the whole shares of
Common Stock held in the Plan. The written notification to the Agent must include the number of
shares to be sold. Any such request that does not clearly indicate the number of shares to be sold
will be returned to the Participant with no action taken. The Agent will make the sale as soon as
practicable after receipt of a Participant’s proper request and a check for the proceeds, less
brokerage commission, transfer taxes (if any) and a service fee will be sent by the Agent promptly
after the settlement date. No Participant shall have the authority or power to direct the date or
sales price at which Common Stock may be sold. Shares may be commingled with those of other
Participants requesting sale of their shares, and the proceeds to each Participant will be based on
the average price for all shares sold by the Agent on the Trading Day of sale. A
withdrawal/termination form will be provided on the reverse side of the statement of account for
withdrawal or termination. Participants should mail this form to the Agent at the address set
forth in Section 22.



     A Participant may transfer ownership of all or any part of their shares held in the Plan
through gift, private sale or otherwise, by mailing to the Agent at the above address a properly
executed stock assignment, along with a letter requesting the transfer and a Substitute Form W-9
completed by the transferee. If any stock certificates in such Participant’s account contain a
restrictive legend, the Agent will comply with the provisions of such restrictive legend before
effecting a sale or transfer of such restricted shares. All transfers shall be subject to the
limitations on ownership and transfer provided herein and in the Company’s charter.




	12.	 	ISSUANCE OF SHARE CERTIFICATES





     Share certificates will not be issued unless a request is made to the Agent. The number of
shares held in the Plan by a Participant will be shown on the regular statement of account provided
to such Participant. Upon a Participant’s request, upon withdrawal from the Plan or upon
termination of the Plan, the Agent will have certificates issued and delivered for all full shares
credited to the Participant’s account. Certificates will be issued only in the same names as those
enrolled in the Plan. Certificates for fractional shares will not be issued under any
circumstances.




	13.	 	TERMINATION OF PLAN PARTICIPATION





     To terminate participation in the Plan, a Participant must notify the Agent in writing. The
Company may also terminate the Plan by sending written notice to the Participants and to the Agent.
After the Agent receives the termination notice, dividends will be sent to the stockholder in the
usual manner, and no further Optional Cash Purchases may be made. A termination notice will be
effective upon receipt by the Agent provided such notice is received at least one (1) business day
prior to the applicable Dividend Record Date, in the case of the DRIP and, at least one (1)
business day prior to the applicable Investment Date in the case of the COPP. If the notice is
received later than such dates, as applicable, the termination notice will not be effective



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until after purchases made from dividends paid or Optional Cash Purchases have been completed
and credited to Participants’ accounts. Once termination has been effected, the Agent will issue
to the Participant a certificate for all whole shares held by a Participant under the Plan. There
will be no cost to Participants with respect to termination of reinvestment of dividends through
the Plan other than applicable sales fees with respect to shares sold.



     Alternatively, a Participant may specify in the termination notice that some or all of the
shares be sold. Any fractional shares held in a Participant’s account under the Plan at the time
of termination will be converted to cash at a price equal to the average of the highest and lowest
NYSE price per share as then reported by the NYSE or, if the Common Stock is not then listed on the
NYSE, any other securities exchange or national quotation service on which the Common Stock is then
traded or listed for quotation on the date of such conversion, and the Agent will deliver a check
to the Participant for the net proceeds.



     If a Participant transfers shares represented by certificates registered in such Participant’s
name on the Company’s books but does not notify the Agent, the Agent will continue to reinvest
dividends on shares held in such Participant’s account under the Plan until otherwise directed.



     If a Participant’s Plan account balance falls below one full share, the Agent reserves the
right to liquidate the fraction and remit the proceeds, less any applicable fees, to the
Participant at the Participant’s address appearing in the Agent’s records.




	14.	 	PLAN ADMINISTRATION





     The Agent, or a successor selected by the Company, will administer the Plan for Participants,
keep records, send statements of account to Participants, answer Participants’ questions and
perform other duties set forth herein or otherwise related to the Plan. All inquiries regarding
the Plan should be sent to the Agent at the appropriate address set forth in Section 22.



     As soon as practicable after each purchase for a Participant’s account, a statement of account
will be mailed to the Participant by the Agent. In addition, the Agent shall send to each
Participant all communications sent to other stockholders, including, if applicable, any annual and
quarterly reports to stockholders, proxy statements and dividend income information for tax
reporting purposes. The Agent will also send a statement following any sale activity in a
Participant’s account. In this statement a Participant will receive a check with a Form 1099-B and
information regarding the trade such as sale price, shares sold, fees, net dollars and taxes, if
any. The sale will be recapped on the Participant’s quarterly dividend statement.



     The Company may remove the Agent upon thirty (30) days’ prior written notice to the Agent (the
“Termination Notice”). The Agent may resign as Agent upon thirty (30) days’ prior written
notice to the Company. Upon any such removal or resignation, the Agent shall be relieved and
discharged of any further responsibilities with respect to its duties thereunder. Not later than
fifteen (15) days after the date on which the Agent receives or delivers, as the case may be, the
Termination Notice (the “Termination Notice Date”), the Company shall deliver to the Agent
a written notice instructing the Agent to deliver to the Company or its designee all of the
statements of account, the shares of Common Stock held by the Agent under the Plan, and all other
books and records in connection with the administration of the Plan (collectively, the “Plan




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Records”). The Agent shall comply with the instruction and deliver the Plan Records
to the Company or its designee not later than ten (10) business days following the date it receives
such instruction; provided, however, that if no instruction is received by the Agent by the 15th
day following the Termination Notice Date, the Agent shall deliver the Plan Records to the Company
not later than twenty (20) days after the Termination Notice Date. The Agent shall cooperate with
and assist the Company or any successor agent with the transfer of the Plan Records.




     As Agent, The Bank of New York shall act in accordance with the Plan and in accordance with
applicable laws, including without limitation the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), and interpretations thereof by the Securities and Exchange Commission.



     The Agent shall keep appropriate records concerning the Plan accounts, purchases and sales of
the Company’s securities made under the Plan and Participants’ addresses of record and shall send
statements of account and confirmations to each Participant in accordance with the provisions
hereof. Without limiting the foregoing, the Agent shall maintain and retain for a period of not
less than two (2) years from the date of the event the following information: (i) the dates and
substance of any materials distributed in connection with the Plan, (ii) the number of Participants
as of the end of each month; (iii) the volume of Company securities purchased under the Plan by the
Agent each month; and (iv) a record of any period during which the Company is engaged in any other
distribution of shares of its Common Stock or other Company securities for purposes of Regulation M
under the Exchange Act. The Company shall notify the Agent of the commencement and the termination
of any such period on the date of any such commencement or
termination.



     The Agent:




	 	(a)	 	shall have no duties or obligations other than those
specifically set forth herein or as may subsequently be agreed to in writing
between the Agent and the Company. Without limiting the foregoing, nothing
herein shall impose any fiduciary duty upon the Agent to any Participant, as
such term is defined herein;
	 
	 	(b)	 	shall be regarded as making no representation and having no
responsibilities as to the validity, sufficiency, value, or genuineness of any
of the Company’s securities purchased or sold in connection herewith, and will
not be required to or be responsible for and will make no representations as
to, the validity, sufficiency, value or genuineness of any of the Company’s
securities;
	 
	 	(c)	 	shall not be obligated to take any legal action hereunder; if,
however, the Agent determines to take any legal action hereunder, and where the
taking of such action might, in its reasonable judgment, subject or expose it
to any expense or liability, the Agent shall not be required to act unless it
shall have been furnished with an indemnity reasonably satisfactory to it;




11









 






	 	(d)	 	may rely on and shall be fully authorized and protected in
acting or failing to act in good faith reliance upon any certificate,
instrument, opinion, notice, letter, telegram, telex, facsimile transmission or
other document or security delivered to and believed by the Agent to be genuine
and to have been signed by the proper person or persons;
	 
	 	(e)	 	shall not be liable or responsible for any failure on the part
of the Company or any Participant to comply with any of their respective
obligations relating to the Plan or under applicable law, including without
limitation obligations under applicable securities laws;
	 
	 	(f)	 	shall have no obligation to make any payment unless it has
received the necessary funds as set forth herein to make such payments in full;
	 
	 	(g)	 	may consult with counsel reasonably satisfactory to the Agent,
including in-house counsel, if any, or counsel to the Company, and the advice
of such counsel shall be full and complete authorization and protection in
respect of any action taken, suffered, or omitted by the Agent in good faith
and in accordance with the advice of such counsel;
	 
	 	(h)	 	may perform any of its duties hereunder either directly or by
or through agents or attorney which are not affiliates of the Company (except
for purchase and sale orders submitted by Participants, including accompanying
funds, all of which will be handled only by the Agent’s personnel), provided
that (i) any activities that constitute transfer agent functions, as defined in
section 3(a)(25) of the Exchange Act, must be conducted either by the Agent
itself or by a service organization that is a registered transfer agent under
the Exchange Act, and (ii) no such agent or attorney shall receive compensation
based on the number and type of orders or transactions processed through the
Plan. The Agent shall not be liable or responsible for any misconduct or
negligence on the part of any agent or attorney appointed with reasonable care
by it hereunder; provided such agent or attorney has agreed to
indemnify the Company for its (a) negligent or bad faith act or
omission; (b) failure to act in accordance with the provisions
hereof or the written instructions of Company or the Agent or (c)
breach of this Agreement; and
	 
	 	(i)	 	is not authorized, and shall have no obligation, to pay any
brokers, dealers, or soliciting fees to any person.





     In exercising all of its duties and obligations hereunder, the Agent shall use the same degree
of skill in its exercise as a prudent man would exercise or use under the circumstances in the
conduct of his own affairs.



     Notwithstanding the foregoing, the Agent may not be relieved from liability for its own
negligent action, its own negligent failure to act, or its own willful misconduct, except that the
Agent shall not be liable for any error or judgment made in good faith unless it is proved that the
Agent was negligent in ascertaining the pertinent facts.



     The Agent may charge reasonable fees for its services in connection with the Plan (to the
extent consistent with the provisions of the Plan) including without limitation fees for purchase
and sale order processing, enrollment, custody, account maintenance and dividend reinvestment



12









 







and shall be reimbursed for all its reasonable out-of-pocket costs and expenses. All such
fees, costs and expenses shall be paid by the Company, except that Participants and other eligible
book entry stockholders will be required to pay a nominal commission and fee for each sale order
and a nominal fee for the issuance of duplicate statements of account or transaction notices. The
Agent may from time to time by notice to the Company and the Participants establish the amount of
any such fees.



     The Agent shall have the authority to undertake any act reasonably necessary to fulfill its
duties as set forth herein.



     In administering the Plan, neither the Agent, the Company nor any agent for either will be
liable for (i) any act done in good faith or for any good faith omission to act, including, without
limitation, any claim of liability arising out of failure to terminate a Participant’s account upon
such Participant’s death or adjudicated incompetence prior to the receipt of written notice of such
death or adjudicated incompetence, (ii) the prices at which shares of Common Stock are purchased
for the Participant’s account, (iii) the times when purchases are made or (iv) fluctuations in the
per share market value of the Common Stock. The Agent shall not be liable for any failure or
delays arising out of conditions beyond its reasonable control including, but not limited to, work
stoppages, fires, civil disobedience, riots, rebellions, storms, electrical, mechanical, computer
or communications facilities failures, acts of God or similar occurrences.



     Neither the Agent, the Company nor any agent for either shall have any duties,
responsibilities or liabilities except such as are expressly set forth herein and in the Agent
Agreement. The Company specifically disclaims any responsibility for any of the Agent’s actions or
inactions in connection with the administration hereof.



     The Company will indemnify and hold harmless the Agent and its officers, directors,
shareholders, and agents from and against any loss, liability, damage or expense (including
reasonable attorneys’ fees and expenses) (a “Loss”) incurred as a result of the performance
of the Agent’s duties hereunder, provided that such Loss is not (a) due to any negligent or bad
faith act or omission by the Agent, (b) due to a failure by the Agent to act in accordance with the
provisions hereof or the written instructions of the Company or (c) due to a breach by the Agent of
its agreements set forth herein.




	15.	 	PLEDGE OF SHARES





     Shares held in the Plan may not be pledged or assigned, and any such purported pledge or
assignment shall be void.




	16.	 	VOTING





     The Agent will not vote any shares that it holds for a Participant’s account except as
directed by the Participant. If no instructions are received, the shares will not be voted. Each
Participant that is a registered holder will receive a proxy voting card for the total of their
whole shares, including shares that they hold in the Plan. Neither the Company nor the Agent shall
be required to send proxy materials to any Participant that holds shares of Common Stock through a
broker, bank or nominee and any such Participant must contact such broker, bank or nominee to vote
their shares.



13









 






	17.	 	OWNERSHIP LIMITATIONS





     Because the Company’s Board of Directors believes it is essential for the Company to continue
to qualify as a real estate investment trust (“REIT”), the Company’s charter and bylaws, as
amended from time to time, contain restrictions on the ownership and transfer of the Company’s
capital stock which are intended to assist the Company in complying with these requirements.



     The ownership limits set forth in the Company’s charter provide that (i) no person may acquire
or hold, directly or indirectly, in excess of 9.8% in value of the aggregate of the Company’s
outstanding shares of capital stock and (ii) no person may acquire or hold, directly or indirectly,
in excess of 9.8% (in value or in number of shares, whichever is more restrictive) of the Company’s
outstanding shares of Common Stock or 7.375% Series A Cumulative Redeemable Preferred Stock. Under
the Company’s charter, any attempted transfer which, if effective, would result in violation of
these ownership limits will cause the number of shares causing the violation to be automatically
transferred to a trust for the exclusive benefit of one or more charitable beneficiaries, and the
proposed transferee will not acquire any rights in the shares.



     In order to monitor the ownership limit described above and the limitation of cash purchases
which may be made under the Plan, the Company has right to aggregate all Plan accounts that it
believes, in its sole discretion, are under common control or management or to have common ultimate
beneficial ownership. If the Company exercises such right, it shall aggregate the accounts and
return, without interest, within thirty-five (35) days of receipt, any amounts in excess of the
investment limitations applicable to a single account received in respect of all such accounts.




	18.	 	AMENDMENT OR TERMINATION OF PLAN





     The Plan may be amended, modified, suspended, supplemented or terminated by the Company at any
time. Any such action shall be deemed accepted by the Participant unless prior to the effective
date thereof, the Agent receives written notice of the termination of the Participant’s account.
Any such amendment may include an appointment by the Company of a successor agent under the terms
and conditions set forth herein, in which event the Company is authorized to pay such successor
agent for the account of each Participant all dividends and distributions payable on Common Stock
held by the Participant under the Plan for application by such successor agent as provided herein.
Notwithstanding the foregoing, such action shall not have any retroactive effect that would
prejudice the interests of the Participants. In the event of termination, certificates for whole
shares held by each Participant in the Plan will be delivered to such Participant together with a
check for the net proceeds of the value of any fractional shares, which value will be equal to the
average of the highest and lowest NYSE price per share as then reported by the NYSE or, if the
Common Stock is not then listed on the NYSE, any other securities exchange or national quotation
service on which the Common Stock is then traded or listed for quotation on the date of such
termination.



14









 






	19.	 	GOVERNING LAW





     The terms and conditions of the Plan and its operation shall be governed by the internal laws
of the State of Maryland, without regard to otherwise applicable principles of conflicts of law.




	20.	 	INTERPRETATION





     Any question of interpretation arising under the Plan will be determined by the Company, and
any such determination will be final.




	21.	 	EFFECTIVE DATE





     The
effective date of the Plan shall be June 11, 2007.




	22.	 	CORRESPONDENCE AND QUESTIONS





     All correspondence and questions regarding the Plan and any account thereunder should be
directed to:



The Bank of New York

c/o Investor Relations Department

P.O. Box 11258

Church Street Station

New York, New York 10286-1258

Telephone Number: (800) 524-4458




          All financial transaction processing, including enrollments, sales, withdrawals, deposits and
optional cash payments should be directed to:




The Bank of New York

Dividend Reinvestment Services

P.O. Box 1958

Newark, New Jersey 07101-7924




15









 








EXHIBIT A




Enrollment Form

for BioMed Realty Trust, Inc.

Dividend Reinvestment and

Stock Purchase Plan




 









 









	3 Address & Citizenship
Street Address and Apartment or Box Number
New Account Enrollment Form for BioMed Realty Trust, Inc. Dividend Reinvestment and Stock Purchase
Plan c/o The Bank of New York City: P.O. Box 1958 Newark, NJ 07101- 7924 Questions: 1-800-524-4458
State: Zip code:
IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT
To help the government fight the funding of terrorism and money laundering activities, Federal law
requires Citizenship of Owner, Minor or Trust Beneficiary: all financial institutions to obtain,
verify, and record information that identifies each person who opens an account. What this means
for you: When you complete an enrollment application, we will ask for your name, U.S. Citizen
Resident Alien Non-Resident Alien: address, date of birth, and other information that will allow us
to identify you. Please be aware that we will verify the information you provide and may also ask
for copies of your driver’s license or other identifying
documents. Country of Citizenship
3 Investment Information
3 Account Ownership Please make your check payable to The Bank of New York — BioMed Realty Trust,
Inc. Note that The Bank cannot accept foreign checks. Checks must be drawn on a U.S. bank and
payable in U.S. dollars.
Complete one section below. Please choose only one option:
Please use a pen and print clearly in CAPITAL LETTERS. One-time purchase (for non-registered
first-time investors) or optional cash investment (existing registered holders) Individual or Joint
Account The minimum initial investment (for non-registered first time investors) is $100.
Thereafter, subsequent payments may be a minimum $100. Maximum total monthly investment is $10,000
Owner’s Name (first, middle initial, last): (except by obtaining BioMed Realty Trust, Inc.’s
permission for a higher investment through a separate Request for Waiver Form). Enter investment
amount.
$ , .
Electronic Funds Transfer (EFT)
The minimum initial investment (for non-registered first time investors) is $100 and must be made
by check (1). Thereafter, subsequent payments may be a minimum of $100 as indicated below (2) and
Owner’s Social Security Number (used for tax reporting): will be automatically withdrawn from your
checking or savings account on the 25th day each month.
Maximum total monthly investment of $10,000 (except by obtaining BioMed Realty Trust, Inc.’s
permission for a higher investment through a separate Request for Waiver Form). Enter two amounts:
(1) $ , . first-time
Joint Owner’s Name, if applicable (first, middle initial, last): investment and
(2) $ , . monthly deduction Electronic Funds Transfer (EFT) information: Bank Routing (ABA)
Number:
Gifts/Transfers to a Minor (UGMA/UTMA) Account Number:
Custodian’s Name, one name only (first, middle initial, last):
Checking Account or Savings Account (Please attach voided check or deposit slip to this
application)
3 Signature Each owner must read and sign this section.
as custodian for Minor’s Name (first, middle initial, last): By signing this application, I certify
that:
· I have received and read the prospectus for the plan in which I am investing, and I agree to the
terms and conditions contained in the prospectus. I have the authority and legal capacity to
purchase shares, am of legal age and believe each investment is suitable for me. I understand that
The Bank of New York utilizes a broker affiliated with The Bank for all trading activity relative
to the plan on behalf of plan participants.
· I ratify any instructions given on this account. I agree that neither BioMed Realty Trust nor The
Bank of New Under the Uniform Gifts/Transfers to Minors Act. York will be liable for any loss, cost
or expense for acting upon any instructions if it follows reasonable procedures designed to prevent
unauthorized transactions.
· I understand that for joint tenants accounts “I” refers to all account owners, and each of the
account
 owners (State) agrees that any account owner has authority to act on the account without
notice to the other account Minor’s Social Security Number: owners. The Bank of New York in its
sole discretion, and for its protection, may require the written consent of all account owners
prior to acting upon the instructions of any account owner.
Please make sure that all owners sign the application as required.
Signature of Owner Date (month, day, year)
Trust X
Trustee’s Name (first, middle initial, last): Signature of Joint Owner Date (month, day, year)
X
Telephone number: and Co-Trustee’s Name, if applicable (first, middle initial, last): 3
Certification
Under penalties of perjury, I certify that:
1. The number shown on this form is my correct taxpayer identification number (or I am waiting for
a number to be issued to me).
2. I am not subject to backup withholding because (a) I am exempt from backup withholding, or (b) I
have not been notified by the Internal Revenue Service that I am subject to backup withholding as a
result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am
no longer subject to
as trustees of (Name of Trust): backup withholding.
3. I am a U.S. person (including a U.S. resident alien).
Certification Instructions — You must cross out certification item #2 above if you have been
notified by the IRS that you are currently subject to backup withholding because of underreporting
interest or dividends on your tax return. For real estate transactions, item 2 does not apply. For
mortgage interest paid, the acquisition or abandonment of secured property, cancellation of debt
contributions to an individual retirement arrangement (IRA), and generally payments other than
interest and dividends, you are not required to sign the Certification, for the benefit of: but you
must provide your correct TIN.
If I am a Non-Resident Alien, as I’ve indicated above, I certify under penalties of perjury that I
am not a U.S. Citizen or Resident Alien, and that I am an “exempt foreign person” as defined under
IRS regulations.
Please make sure that all owners sign the application as required.
Signature of Owner Date (month, day, year)
X
Trust’s Taxpayer Identification Number:
Signature of Joint Owner Date (month, day, year)
X
Date of Trust (month, day, year)
3 Dividend Reinvestment Enrollment Election (check one)
Reinvest all net dividends on all shares of common stock.
Reinvest all net dividends on shares of common stock. Individual/Joint: Joint accounts will be
presumed to be joint tenants with rights of survivorship unless Pay cash dividends. restricted by
applicable state law or otherwise indicated. Only one social security number is required. Please
make sure that all owners sign the application as required. Gifts/Transfers to a minor UGMA/UTMA: A
minor is the beneficial owner of the account with an adult as custodian. The custodian manages the
account until the minor becomes of age, as specified in the uniform Signature of Owner Date (month,
day, year) gifts/transfers to minor’s act in the minor’s state of residence.
Trust: An account established in accordance with the provisions of a trust agreement. X
3 Date of Birth
Signature of Joint Owner Date (month, day, year)
X





 









 









	PARTICIPATION ELECTION
BioMed Realty Trust, Inc. Reinvest all net dividends on all shares of common stock.
Reinvest all net dividends on shares of common stock.
Dividend Reinvestment and
Stock Purchase Plan Enrollment Form Pay cash dividends.
DEPOSIT ELECTION
Check here if you wish to deposit your certificate shares in the Plan.
Name: Also see Plan brochure for instructions.
Total Shares
Address: If you are submitting an Optional Cash Payment with this form: (Complete Below)
Please indicate the amount and enclose a check in U.S. dollars made            Address: payable to
The Bank of New York — BioMed Realty Trust, Inc.
Amount enclosed $
(Check amount MUST be a minimum of $100 and not to exceed $10,000 in any month. Investments may
be made NO MORE than once a week).
Address:
Date of Birth
ALL SIGNATURE(S) MUST BE EXACTLY AS NAME(S) APPEAR(S) AS INDICATED DATE
month day year            Please complete, sign and return form to: The Bank of New York
Social Security No./ P.O. Box 1958 Taxpayer I.D. No.: Newark, NJ 07101-7924
INSTRUCTIONS FOR COMPLETING THE ENROLLMENT FORM
PLEASE COMPLETE THE FRONT: To help the U.S. government fight the funding of terrorism and
– Complete form with name, address, Social Security number and date of birth.
money laundering activities, Federal law requires all financial institutions to obtain, verify,
and record information that identifies
– Sign and date the Enrollment Form            each person who opens an account. What this
means for you:
– Indicate your desire to deposit certificated shares and/or make an            When you
complete an Enrollment Form, we will ask for your            optional cash payment if either or both
applies            name, address, date of birth and other information that will allow
– Enclose your certificates for deposit in the Plan and/or a check made            us to
identify you. Please be aware that we will verify the            payable to The Bank of New York — BioMed
Realty Trust, Inc. for optional cash            information you provide and may also ask for copies of
your driver’s license or other identifying documents. payments if either or both applies
AUTHORIZATION FOR ENROLLMENT
I/We hereby elect to participate in the Dividend Reinvestment and Stock Purchase Plan (“the
Plan”), as described in the Terms and Conditions set forth in the prospectus relating to the Plan
that accompanied this Enrollment Form. I/We hereby acknowledge that I/we have received and read the
prospectus relating to the Plan.
The Participant(s) appoint(s) The Bank of New York (“The Bank”) as agent under the Plan and,
subject to the Terms and Conditions of the Plan, hereby authorizes: i (i) The receipt by The Bank
of all dividends on all or part of full shares indicated and optional cash payments made by the
Participant; (ii) The Bank to apply all optional cash payments to the purchase of full and
fractional shares of the Company and to reinvest or pay dividends as instructed on this form; and
(iii) The Bank to maintain shares for safekeeping if deposits are made.
This authorization and appointment is given with the understanding that either or both may be
revoked or changed at any time, and participation in the Plan terminated, by notifying the Bank as
provided in the Terms and Conditions of the Plan.
If you have any questions please call The Bank of New York;s toll-free number at 1 (800)
5
24-4458.





 









 





EXHIBIT B

REQUEST FOR WAIVER




BioMed Realty Trust, Inc.

Dividend Reinvestment and Stock Purchase Plan





			
	TO:	 	Chief Financial Officer

BioMed Realty Trust, Inc.

17140 Bernardo Center Drive, Suite 222

San Diego, California 92128





Telephone: (858) 485-9840

Fax Number: (858) 485-9843



This form is to be used only by Participants in the BioMed Realty Trust, Inc. Dividend Reinvestment
and Stock Purchase Plan who are requesting authorization from BioMed Realty Trust, Inc. to make
optional cash payment under the Plan in excess of the maximum limit of $10,000 during any calendar
month.



A new form must be completed each time the Participant wishes to make an optional cash payment in
excess of the $10,000 monthly maximum limit.



The Participant submitting this form hereby certifies that (i) the information contained herein is
true and correct as of the date of this form; (ii) the Participant has received a current copy of
the Prospectus relating to the Plan; and (iii) the Participant shall submit a copy of this Request
for Waiver (approved by BioMed Realty Trust, Inc.) to The Bank of New York at the same time an
Enrollment Form and the optional cash payments are submitted by the Participant. The Participant
further certifies that (i) it is not purchasing shares pursuant to this Request for Waiver to
engage in arbitrage activities, (ii) it has not sold and will not sell shares of BioMed Realty
Trust, Inc. common stock (including short sales) during the ten trading day period immediately
prior to the date shares will be issued to it pursuant to this Request for Waiver, and (iii) it is
not engaging in an unlawful distribution of BioMed Realty Trust, Inc. common stock or engaging in
underwriting activities as defined under applicable United States federal law or the laws of any
state.




	 	 	 	 	 
	  

Participant’s
Signature

	 	  

Social
Security Number(s)                              Date
	 	  
	 
	 	 	 	 
	 

Participant’s Signature

	 	 

Address
	 	 
	 
	 	 	 	 
	 

Print name as it appears on share certificate

	 	 

City                              State          
                   Zip
	 	 
	 
	 	 	 	 
	 

Print name as it appears on share certificate

	 	 
	 	 
	 
	 	 	 	 
	Optional Cash Payment Amount

	 	Payment must be made by wire transfer to:	 	 
	 
 


	 	[INSERT WIRE INSTRUCTIONS]
 

	 	 
	 
	 	 	 	 
	ACCEPTED BY BIOMED REALTY TRUST, INC.
	 	 	 	 






17









 





	 	 	 
	 
 

Name:

	 	 
	Title:
	 	 
	Date:
	 	 





This Request for Waiver may be withdrawn by the Participant in accordance with the terms of the Plan.





18