AGREEMENT AND PLAN OF MERGER AMONG GMH COMMUNITIES TRUST, GMH COMMUNITIES, INC., GMH COMMUNITIES, LP, AMERICAN CAMPUS COMMUNITIES, INC., AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP LP, AMERICAN CAMPUS ACQUISITION LLC ANDMerger Agreement • February 14th, 2008 • GMH Communities Trust • Operators of apartment buildings • Maryland
THIS AGREEMENT AND PLAN OF MERGER, dated as of February 11, 2008 (this “Agreement”), is made and entered into by and among GMH Communities Trust, a Maryland real estate investment trust (the “Company”), GMH Communities, Inc., a wholly-owned subsidiary of the Company and a Delaware corporation (the “Delaware Company”), GMH Communities, LP, a Delaware limited partnership (the “Company Operating Partnership” and, together with the Company and the Delaware Company, the “Company Parties”), American Campus Communities, Inc., a Maryland corporation (“Parent”), American Campus Communities Operating Partnership LP, a Maryland limited partnership (the “Parent Operating Partnership”), American Campus Acquisition LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Parent Operating Partnership (“REIT Merger Sub”), and American Campus Acquisition Limited Partnership LP, a Delaware limited partnership (“Partnership Merger Sub”, and together with Parent, the Parent Operating
SECURITIES PURCHASE AGREEMENT by and among GMH COMMUNITIES TRUST, GMH COMMUNITIES, LP and BALFOUR BEATTY, INC. Dated as of February 11, 2008Securities Purchase Agreement • February 14th, 2008 • GMH Communities Trust • Operators of apartment buildings • Delaware
THIS SECURITIES PURCHASE AGREEMENT, dated as of February 11, 2008 (this “Agreement”) is made and entered into by and among GMH Communities Trust, a Maryland real estate investment trust (the “Company”), GMH Communities, LP, a Delaware limited partnership (the “Operating Partnership”), Balfour Beatty, Inc., a Delaware corporation (“Buyer”) and, solely for purposes of Article 8 hereof, including Section 8.12 hereof, Balfour Beatty plc, a company organized under the laws of England and Wales. The Company and the Operating Partnership are sometimes collectively referred to herein as “Sellers”.
