0001104659-06-007952 Sample Contracts

FORM OF BEDFORD PROPERTY INVESTORS, INC. CHANGE IN CONTROL SEVERANCE AGREEMENT]
Control Severance Agreement • February 13th, 2006 • Bedford Property Investors Inc/Md • Real estate investment trusts • California

This Change in Control Severance Agreement (the “Agreement”) is entered into this day of , 200 between [FULLNAME] (“Employee”) and Bedford Property Investors, Inc., a Maryland corporation (the “Company”). This Agreement is intended to provide Employee with the compensation and benefits described herein upon the occurrence of specific events following a change in control of the ownership of the Company (as defined below, “Change in Control”).

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AGREEMENT AND PLAN OF MERGER Among LBA REALTY FUND II—WBP LLC, LBA REALTY FUND II—WBP I LLC and BEDFORD PROPERTY INVESTORS, INC. Dated as of February 10, 2006
Agreement and Plan of Merger • February 13th, 2006 • Bedford Property Investors Inc/Md • Real estate investment trusts • Delaware

AGREEMENT AND PLAN OF MERGER, dated as of February 10, 2006, among LBA Realty Fund II—WBP LLC, a Delaware limited liability company and a wholly-owned subsidiary of LBA Realty Fund II, L.P. (“Acquiror”), LBA Realty Fund II—WBP I LLC, a Delaware limited liability company and a wholly-owned subsidiary of Acquiror (“Merger Sub”), and Bedford Property Investors, Inc., a Maryland corporation (the “Company”).

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