AGREEMENT AND PLAN OF MERGER AMONG GOVERNMENT PROPERTIES INCOME TRUST, GOV NEW OPPTY REIT, GOV NEW OPPTY LP, FIRST POTOMAC REALTY TRUST, AND FIRST POTOMAC REALTY INVESTMENT LIMITED PARTNERSHIP DATED AS OF JUNE 27, 2017Merger Agreement • June 28th, 2017 • First Potomac Realty Trust • Real estate investment trusts • Maryland
THIS AGREEMENT AND PLAN OF MERGER, dated as of June 27, 2017 (this “Agreement”), is by and among GOVERNMENT PROPERTIES INCOME TRUST, a Maryland real estate investment trust (“Parent”), GOV NEW OPPTY REIT, a Maryland real estate investment trust and a wholly owned subsidiary of Parent (“REIT Merger Sub”), GOV NEW OPPTY LP, a Delaware limited partnership and a majority owned subsidiary of REIT Merger Sub and a wholly owned subsidiary of Parent (“Partnership Merger Sub”), FIRST POTOMAC REALTY TRUST, a Maryland real estate investment trust (the “Company”) and FIRST POTOMAC REALTY INVESTMENT LIMITED PARTNERSHIP, a Delaware limited partnership and a majority owned subsidiary of the Company (“Company LP”). Each of Parent, REIT Merger Sub, Partnership Merger Sub, the Company and Company LP is sometimes referred to herein as a “Party” and collectively as the “Parties.” Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in Article 1.
