AGREEMENTAgreement • April 23rd, 2004 • HRPT Properties Trust • Real estate investment trusts
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13D (or any amendment thereof) need be filed on their behalf with respect to the beneficial ownership of any equity securities of Hallwood Realty Partners, L.P., a Delaware limited partnership (the “Partnership”), or any subsequent acquisitions or dispositions of equity securities of the Partnership by the undersigned.
PURCHASE AGREEMENTPurchase Agreement • April 23rd, 2004 • HRPT Properties Trust • Real estate investment trusts • Delaware
PURCHASE AGREEMENT (this “Agreement”), dated as of April 16, 2004, by and among HRPT Properties Trust, a Maryland real estate investment trust (“Parent”), HRP GP, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Parent (the “Successor GP”), Hallwood Realty, LLC, a Delaware limited liability company (the “General Partner”), Hallwood Commercial Real Estate, LLC, a Delaware limited liability company (“HCRE”), HWG, LLC, a Delaware limited liability company (“HWG, LLC”), HWG Realty Investors, LLC, a Delaware limited liability company (“HWG Realty”), HWG 98 Advisors, Inc., a Delaware corporation (“HWG98”), HWG 95 Advisors, Inc., a Delaware corporation (“HWG95”) and solely for the purpose of Article V, The Hallwood Group Incorporated, a Delaware corporation (“Group”). The General Partner, HCRE, HWG, LLC, HWG Realty, HWG98 and HWG95 are referred to collectively as the “Sellers.”
AGREEMENT AND PLAN OF MERGER DATED AS OF APRIL 16, 2004 BY AND AMONG HRPT PROPERTIES TRUST, HWP LP ACQUISITION LLC, HALLWOOD REALTY, LLC AND HALLWOOD REALTY PARTNERS, L.P.Agreement and Plan of Merger • April 23rd, 2004 • HRPT Properties Trust • Real estate investment trusts • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated as of April 16, 2004 (this “Agreement”), is by and among HRPT PROPERTIES TRUST, a Maryland real estate investment trust (“Parent”), HWP LP ACQUISITION LLC, a Delaware limited liability company and a wholly-owned subsidiary of Parent (“Purchaser”), HALLWOOD REALTY PARTNERS, L.P., a Delaware limited partnership (the “Partnership”) and HALLWOOD REALTY, LLC, a Delaware limited liability company and the general partner (the “General Partner”) of the Partnership.
