exh10_3.htm


    AGREEMENT
      AND PLAN OF MERGER

    


    This
      Agreement and Plan of Merger,
      dated as of October 22, 2007, is entered into and adopted by and between Regency
      North Associates, L.P., a Missouri limited partnership (hereinafter “the
      Partnership”) and Regency North Acquisition, LLC, a Missouri limited liability
      company (hereinafter “the Company”).

    WHEREAS,
      the
      Partnership is duly organized as an existing limited partnership under the
      laws
      of the state of Missouri.  KelCor, Inc., a Missouri corporation, is
      the sole general partner of the Partnership; and

    WHEREAS,
      the
      Partnership is engaged in the ownership and operation of The Regency North
      Apartments in Kansas City, Missouri; and

    WHEREAS,
      the Company
      is duly organized as an existing limited liability company under the laws of
      the
      state of Missouri.  Maxus Operating Limited Partnership (“MOLP”), a
      Delaware limited partnership is the sole member of the Company.  Maxus
      Realty Trust, Inc. (the “REIT”), a Missouri corporation, is the majority owner
      of MOLP; and

    WHEREAS,
      the
      Partnership desires to merge into the Company in order to provide liquidity
      to
      limited partners of the Partnership with the Partnership’s existence being
      canceled by the merger.

    NOW
      THEREFORE, in
      consideration of the mutual representations, covenants and conditions contained
      herein, the parties agree as follows:

    


    
      	
               

            	
              I.

            	
              Merger

            


    

    Subject
      to the terms and conditions in this Agreement and Plan of Merger, on the
      effective date as hereinafter provided, and pursuant to MO. Rev. Stat. Sec.
      347.700 to 347.735, the Partnership shall be merged in, with and into the
      Company and the Company shall be the surviving entity.


    
      
        
        

      

      
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    II.           Terms
      and Conditions of Merger

    The
      terms
      and conditions of the merger, the mode of carrying the merger into effect,
      and
      the manner and basis of converting partnership interests of the Partnership
      into
      Operating Units of MOLP is as follows:

     

    A.           Vote.  The
      Agreement and Plan of Merger has been approved by the general partner and by
      more than 50% of the Total Outstanding Partnership Units.  The
      approval of the Board of Trustees of the REIT and the General Partner of MOLP
      was obtained on October 15, 2007.  Articles of Merger shall be filed
      with the Secretary of State of Missouri.

     

    
      B.           Effective
        date.  The merger shall become effective on the date said Articles of
        Merger shall be so filed with the Secretary of State of Missouri; provided,
        however, the merger is subject to the lender’s consent to the Company’s
        assumption of the Partnership’s $5,250,000 mortgage loan secured by The Regency
        North Apartments and shall not be deemed effective until the Company obtains’
the lender’s written consent to such assumption.

       

    

    C.           Manner
      of Conversion.

    
      	
               

            	
               

            	
              1.
                The partners of the Partnership will receive either cash or upon
                election
                and qualification, Operating Units in MOLP, based on the percentage
                interest of such partners in the
                Partnership.

            


    


    
      
        
        

      

      
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    2.           The
      merger consideration equals $6,178,348.  

    Each
      Limited Partner of the Partnership will receive 

    either
      $1,500 or 100 Operating Units of MOLP for 

    each
      Partnership Unit owned (2.9687%) based on

    his/her
      Partnership percentage interest.  For example, 

    each
      limited partner in the Partnership will receive 

    consideration
      (either in cash or Operating Units of

    MOLP)
      equal to $1,500 per Partnership Unit owned (2.9687%).

     

    3.           Limited
      partners in the Partnership have the option

    of
      receiving Operating Units in MOLP
      redeemable into

    shares
      of stock in the REIT. Such
      limited partners must

    complete
      a Subscription Agreement and
      be accepted by

    MOLP.  In
      the event of such
      election and acceptance, the

    limited
      partners will receive
      Operating Units in MOLP,

    under
      the terms of the MOLP
      Partnership Agreement,

    based
      upon a $15 per share value of
      REIT stock.  For

    example,
      each electing limited partner
      owning one unit (2.9687%)

    in
      the Partnership would receive 100
      Operating Units in MOLP.

     

    
      	
               

            	
              D.

            	
              Limited
                Partner Liability.  No limited partner of either the Partnership
                or 

              MOLP
                will, as a result of the merger, become personally liable for the
                liabilities

              or
                obligations of either partnership.

               

            


    

    
      	
               

            	
              E.

            	
              Cancellation.  The
                Partnership shall, upon completion of

              the
                merger, file with the Secretary of State of Missouri such 

              documents
                as necessary to comply with applicable law.

               

            


    

    
      	
               

            	
              F.

            	
              Operations.  Upon
                the effective date of the merger, the

              assets,
                properties, rights, privileges, immunities, debts,
                liabilities,

            


    

    
    

    


    
      
        
        

      

      
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                obligations
                  and all other interests of the Partnership shall be 

                deemed
                  to be transferred to and vested in the Company.  

                Specifically,
                  the assets and other property of the Partnership and 

                the
                  liabilities and obligations of the Partnership shall transfer to
                  the
                  

                Company
                  without further action by either party.  The Company
                  

                accepts
                  such transfers and assumes such
                  obligations.

              

            


    

    
    

    


    
      	 	 G.
              	
               Assignment.  All
                the rights and interest of the Partnership 

              under
                all material contracts, leases, licenses and choses in action


              are
                assigned to the Company.

               

            


      	
               

            	
              H.

            	
              Status.  The
                Company is formed for the purpose of 

              effecting
                the merger and operating the apartment complex.

               

            


    

        I.        General.

     

    
      	
               

            	
              1.

            	
              Counterparts.  For
                the convenience of the 

              parties
                and to facilitate the filing and recording of 

              this
                Agreement and Plan of Merger, if required, any 

              number
                of counterparts hereof maybe executed, and 

              each
                such counterpart shall be deemed an original 

              instrument.

               

            


    

    
      	
               

            	
              2.

            	
              Governing
                Law.  This agreement shall in all 

              respect
                be governed by and construed in accordance 

              with
                the laws of the State of Missouri.

               

            


    

    
      	
               

            	
              3.

            	
              Amendment.  The
                parties, by mutual consent 

              of
                all parties, may amend, modify and supplement 

              this
                Agreement and Plan of Merger in such manner 

              as
                may be agreed upon in writing.

            


    


    
      
        
        

      

      
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    IN
      WITNESS WHEREOF,
      the undersigned being the general partner of Partnership and the sole member
      of
      the Company have caused this instrument to be executed as of the day and year
      first above written.

    


    


    


    


    


    REGENCY
      NORTH ACQUISITION,
      LLC

    a
      Missouri limited liability
      company

    


    By:      Maxus
      Operating Limited Partnership,

    a
      Delaware limited partnership, its
      sole

    member

    


    By:      Maxus
      Realty GP, Inc.,

     
a
      Delaware corporation, its
      General Partner

    


    


    By:           /s/
      John W. Alvey

    John
      W. Alvey, Vice
      President

    


    


    


    


    


    REGENCY
      NORTH ASSOCIATES,
      L.P.

    a
      Missouri Limited
      Partnership

    


    By:
      KelCor, Inc.

    General
      Partner

    


    


    By:
      /s/ John W. Alvey

    
      	
               

            	
              John
                W. Alvey, Vice President

            


    

    


    


    


    


    


    


    



    
      
        
        

      

      
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    STATE
      OF
      MISSOURI                                                )

             )ss.

    
      	
              COUNTY
                OF CLAY

            	
               )

            


    

    


    


    


    I,
Grace
      E.
      Bales                                    
 , a Notary Public do hereby certify that

    on
      the 22nd        day of, 
October                        
, 2007, personally appeared before me John W.

    Alvey
      who
      being by me first duly sworn, declared that he is the Vice President of KelCor,
      Inc.

    the
      General Partner of Regency North Associates, L.P., a Missouri limited
      partnership and that

    he
      signed
      the foregoing document as Vice President of the corporation on behalf of
      the

    Partnership
      and that the statements therein contained are true.

    


    /s/
      Grace E. Bales

    NOTARY
      PUBLIC

    


    My
      Commission Expires: August 24, 2010

    


    
    

    


    
    

    


    
    

    


    
      	 	
              (Seal)

            
	 	
              GRACE
                E. BALES

            
	 	
              Notary
                Public – Notary Seal

            
	 	
              STATE
                OF MISSOURI

            
	 	
              Clay
                County

            
	 	
              My
                Commission Expires Aug. 24. 2010

            
	 	
              Commission
                #06429203

            


    

    


    


    


    


    


    


    


    


    


    


    



    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    


    


    


    STATE
      OF
      MISSOURI                                                     )

              )ss.

    
      	
              COUNTY
                OF CLAY

            	
              )

            


    

    


    


    


    I,
Grace
      E.
      Bales                   
, a Notary Public do hereby certify that

     on
      the ___22nd   day of _October  , 2007,
      personally appeared before me John W.

    Alvey
      who
      being by me first duly sworn, declared that he is the Vice President of Maxus
      Realty

    G.P.,
      Inc. the General Partner of Maxus Operating Limited Partnership., a Delaware
      limited

    partnership,
      the sole member of Regency North Acquisition, LLC, a Missouri limited
      liability

    company
      and that he signed the foregoing document as Vice President of the corporation
      on

    behalf
      of
      the Company and that the statements therein contained are true.

    


    /s/
      Grace E. Bales

    NOTARY
      PUBLIC

    


    My
      Commission Expires: August 24, 2010

     

    
      
        


        
          	 	
                  (Seal)

                
	 	
                  GRACE
                    E. BALES

                
	 	
                  Notary
                    Public – Notary Seal

                
	 	
                  STATE
                    OF MISSOURI

                
	 	
                  Clay
                    County

                
	 	
                  My
                    Commission Expires Aug. 24. 2010

                
	 	
                  Commission
                    #06429203

                


        

        


      

       

       

       

       

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