0000950116-05-003140 Sample Contracts

PRUDENTIAL ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • October 4th, 2005 • Brandywine Operating Partnership Lp /Pa • Real estate investment trusts • Maryland

This PRUDENTIAL ASSET PURCHASE AGREEMENT is entered into as of this 3rd day of October, 2005 among PRENTISS PROPERTIES ACQUISITION PARTNERS, L.P., a Delaware limited partnership (“Company L.P.”), PRENTISS PROPERTIES REAL ESTATE FUND I, L.P., a Delaware limited partnership ("Other Seller" and, collectively with Company L.P., "Seller") and THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, a New Jersey corporation (together with its successors and assigns, “Prudential”).

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AGREEMENT AND PLAN OF MERGER DATED AS OF OCTOBER 3, 2005, by and among BRANDYWINE REALTY TRUST, BRANDYWINE OPERATING PARTNERSHIP, L.P. BRANDYWINE COGNAC I, LLC BRANDYWINE COGNAC II, LLC PRENTISS PROPERTIES TRUST and PRENTISS PROPERTIES ACQUISITION...
Merger Agreement • October 4th, 2005 • Brandywine Operating Partnership Lp /Pa • Real estate investment trusts • Maryland

AGREEMENT AND PLAN OF MERGER, dated as of October 3, 2005 (this “Agreement”), among Brandywine Realty Trust, a Maryland real estate investment trust (“Parent”), Brandywine Operating Partnership, L.P., a Delaware limited partnership (“Parent L.P.”), Brandywine Cognac I, LLC, a Maryland limited liability company (“Merger Sub”), Brandywine Cognac II, LLC, a Delaware limited liability company (“L.P. Merger Sub”), Prentiss Properties Trust, a Maryland real estate investment trust (the “Company”), and Prentiss Properties Acquisition Partners, L.P., a Delaware limited partnership (“Company L.P.”).

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