VOTING AGREEMENTVoting Agreement • November 2nd, 2005 • Morgan Stanley • Finance services • Maryland
VOTING AGREEMENT dated as of October 23, 2005, between Prime Property Fund, LLC, a Delaware limited liability company (“Purchaser”), and the Persons listed on signature pages hereof (each, a “Shareholder” and, collectively, the “Shareholders”).
AGREEMENT AND PLAN OF MERGER Dated as of October 23, 2005 by and among PRIME PROPERTY FUND, LLC, ATOM ACQUISITION LLC, ATOM ACQUISITION PARTNERS, L.P., AMLI RESIDENTIAL PROPERTIES TRUST and AMLI RESIDENTIAL PROPERTIES, L.P.Agreement and Plan of Merger • November 2nd, 2005 • Morgan Stanley • Finance services • Maryland
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of October 23, 2005, by and among PRIME PROPERTY FUND, LLC, a Delaware limited liability company (“Purchaser”), ATOM ACQUISITION LLC, a Delaware limited liability company (“Purchaser Acquisition Entity”), ATOM ACQUISITION PARTNERS, L.P., a Delaware limited partnership (“Purchaser Acquisition LP”, and together with Purchaser and Purchaser Acquisition Entity, the “Purchaser Parties”), AMLI RESIDENTIAL PROPERTIES TRUST, a Maryland real estate investment trust (“AMLI”), and AMLI RESIDENTIAL PROPERTIES, L.P., a Delaware limited partnership (“AMLI LP”).
JOINT FILING AGREEMENTJoint Filing Agreement • November 2nd, 2005 • Morgan Stanley • Finance services
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the persons named below agrees to the joint filing of a Statement on Schedule 13D (including amendments thereto) with respect to the common shares of beneficial ownership, par value $0.01 per share of AMLI Residential Properties Trust, a Maryland real estate investment trust, and further agrees that this Joint Filing Agreement be included as an exhibit to such filings provided that, as contemplated by Section 13d-1(k)(ii), no person shall be responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. This Joint Filing Agreement may be executed in any number of counterparts, all of which together shall constitute one and the same instrument.
