PUT/CALL AGREEMENTPut/Call Agreement • August 15th, 2005 • Dividend Capital Trust Inc • Real estate investment trusts • Delaware
This PUT/CALL AGREEMENT (this “Agreement”) is entered into as of July 21, 2005 by and among Cabot Industrial Value Fund Manager, LLC, a Massachusetts limited liability company (“Cabot GP”), each of the limited partners of the Partnership listed on Exhibit A to this Agreement (the “Non-REIT LPs”) and Dividend Capital Trust Inc., a Maryland corporation (“DCT”). A list of the defined terms used in this Agreement and the sections of this Agreement where such terms are defined is attached to this Agreement as Exhibit B. Capitalized terms used in this Agreement and not otherwise defined in this Agreement shall have the meanings ascribed to them in the Merger Agreement.
AGREEMENT AND PLAN OF MERGER by and among DIVIDEND CAPITAL TRUST INC., DCT ACQUISITION CORPORATION, CABOT INDUSTRIAL VALUE FUND, INC. and, solely with respect to certain sections, CABOT INDUSTRIAL VALUE FUND MANAGER, LLC Dated as of June 17, 2005Merger Agreement • August 15th, 2005 • Dividend Capital Trust Inc • Real estate investment trusts • Maryland
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of June 17, 2005 by and among Dividend Capital Trust Inc., a Maryland corporation (“Buyer”), DCT Acquisition Corporation, a Maryland corporation and a currently 99% owned indirect subsidiary of Buyer (“Acquisition Sub”), Cabot Industrial Value Fund, Inc., a Maryland corporation (“Seller”) and, solely with respect to Sections 1.8, 1.9, 1.10, 1.11, 1.13, 1.14, 1.15, 5.5(c), 5.5(d), 5.11 and 5.12 and Article VII and Article IX, Cabot Industrial Value Fund Manager, LLC (the “General Partner”), a Massachusetts limited liability company and the general partner of Cabot Industrial Value Fund, L.P., a Delaware limited partnership (the “Fund”).
CABOT INDUSTRIAL VALUE FUND, L.P. Second Amended and Restated Limited Partnership AgreementLimited Partnership Agreement • August 15th, 2005 • Dividend Capital Trust Inc • Real estate investment trusts • Delaware
