MERGER"), AND IN ACCORDANCE WITH THE MARYLAND
GENERAL CORPORATION LAW (THE "MGCL"), SUB
1
SHALL BE MERGED WITH AND INTO THE COMPANY (SUB AND THE COMPANY ARE SOMETIMES
REFERRED TO HEREIN AS THE "CONSTITUENT CORPORATIONS") AT THE EFFECTIVE TIME.
AT
THE EFFECTIVE TIME, THE SEPARATE CORPORATE EXISTENCE OF SUB SHALL CEASE AND THE
COMPANY SHALL CONTINUE UNDER ITS PRESENT NAME AS THE SURVIVING CORPORATION (THE
"SURVIVING CORPORATION") AND SHALL SUCCEED TO AND ASSUME ALL THE RIGHTS AND
OBLIGATIONS OF SUB IN ACCORDANCE WITH THE MGCL.
SECTION 1.2
EFFECTIVE TIME OF THE MERGER.
SUBJECT TO THE PROVISIONS
OF THIS AGREEMENT, THE CONSTITUENT CORPORATIONS SHALL CAUSE THE ARTICLES OF
MERGER TO BE DULY PREPARED AND EXECUTED AND FILED WITH THE STATE DEPARTMENT OF
ASSESSMENT AND TAXATION OF THE STATE OF MARYLAND (THE "DEPARTMENT"), AS PROVIDED
IN SECTION 3-107 OF THE MGCL AND CONSISTENT WITH THIS AGREEMENT, AS SOON AS
PRACTICABLE ON OR AFTER THE CLOSING DATE (AS DEFINED IN SECTION 1.3).
THE
MERGER SHALL BECOME EFFECTIVE UPON THE ACCEPTANCE OF THE ARTICLES OF MERGER FOR
RECORD BY THE DEPARTMENT, UNLESS A LATER TIME IS SPECIFIED IN THE ARTICLES OF
MERGER (THE "EFFECTIVE TIME").
SECTION 1.3
CLOSING.
THE CLOSING OF THE MERGER (THE "CLOSING") WILL
TAKE PLACE AT 10:00 A.M., NEW YORK CITY TIME, ON A DATE TO BE SPECIFIED BY THE
PARTIES, WHICH SHALL BE NO LATER THAN THE SECOND BUSINESS DAY FOLLOWING THE
SATISFACTION OR WAIVER OF ALL THE CONDITIONS SET FORTH IN ARTICLE V (THE
"CLOSING DATE"), AT THE OFFICES OF SIDLEY AUSTIN BROWN & WOOD LLP, 787 SEVENTH
AVENUE, NEW YORK, NEW YORK 10019, UNLESS ANOTHER DATE OR PLACE IS AGREED TO IN
WRITING BY THE PARTIES HERETO.
SECTION 1.4
EFFECTS OF THE MERGER.
THE MERGER SHALL HAVE THE EFFECTS
SET FORTH IN SECTION 3-114 OF THE MGCL.
SECTION 1.5
ARTICLES OF INCORPORATION AND BY-LAWS.
(A)
AT THE EFFECTIVE TIME AND BY VIRTUE OF THE MERGER, THE CHARTER OF
THE SURVIVING CORPORATION WILL BE AMENDED AND RESTATED IN ITS ENTIRETY TO BE
SUBSTANTIALLY IDENTICAL TO THE CHARTER OF SUB, AS IN EFFECT ON THE DATE HEREOF,
EXCEPT THAT (I) THE APPLICABLE ARTICLE OF SUCH CHARTER WILL READ AS FOLLOWS:
"THE NAME OF THE CORPORATION SHALL BE "CRIIMI MAE INC." AND (II) THE
CAPITALIZATION OF THE SURVIVING CORPORATION SET FORTH THEREIN SHALL INCLUDE THE
PAR VALUE, DIVIDEND RIGHTS, PREFERENCES, REDEMPTION RIGHTS, CONVERSION RIGHTS
(INCLUDING PURSUANT TO SECTION 10(F)(IX) OF EXHIBIT A TO THE ARTICLES OF
AMENDMENT AND RESTATEMENT OF THE COMPANY), VOTING POWERS AND OTHER RIGHTS OF THE
SERIES B PREFERRED STOCK (AS DEFINED IN SECTION 2.2(A)), EACH OF WHICH SHALL BE
AS SET FORTH IN EXHIBIT A TO THE ARTICLES OF AMENDMENT AND RESTATEMENT OF THE
COMPANY.
(B)
IMMEDIATELY AFTER THE EFFECTIVE TIME, THE SURVIVING CORPORATION
SHALL TAKE SUCH STEPS AS ARE NECESSARY TO AMEND AND RESTATE IN THEIR ENTIRETY
THE BYLAWS OF THE SURVIVING CORPORATION IN ORDER THAT THEY WILL BE SUBSTANTIALLY
IDENTICAL TO THE BYLAWS OF SUB AS IN EFFECT ON THE DATE HEREOF (IT BEING