AGREEMENT AND PLAN OF MERGER BY AND AMONG REGENCY CENTERS CORPORATION, HERCULES MERGER SUB, LLC, URSTADT BIDDLE PROPERTIES INC., UB MARYLAND I, INC. AND UB MARYLAND II, INC. DATED AS OF MAY 17, 2023Merger Agreement • May 18th, 2023 • Urstadt Biddle Properties Inc • Real estate investment trusts • Maryland
THIS AGREEMENT AND PLAN OF MERGER, dated as of May 17, 2023 (this “Agreement”), is by and among Regency Centers Corporation, a Florida corporation (“Parent”), Hercules Merger Sub, LLC, a Maryland limited liability company and a wholly-owned subsidiary of Parent (“Merger Sub”), Urstadt Biddle Properties Inc., a Maryland corporation that has elected to be treated as a real estate investment trust for federal income tax purposes (“Company”), UB Maryland I, Inc., a Maryland corporation and a direct wholly-owned subsidiary of Company (“Hermes Sub I”), and UB Maryland II, Inc., a Maryland corporation and a direct wholly-owned subsidiary of Hermes Sub I (“Hermes Sub II”). Each of Parent, Merger Sub, Company, Hermes Sub I and Hermes Sub II is sometimes referred to herein as a “Party” and collectively as the “Parties.” Unless the context otherwise requires, capitalized terms used but not otherwise defined herein have the meanings ascribed to them in Article 1.
VOTING AGREEMENTVoting Agreement • May 18th, 2023 • Urstadt Biddle Properties Inc • Real estate investment trusts • Maryland
This VOTING AGREEMENT (this “Agreement”), dated as of May 17, 2023, is by and among (a) Regency Centers Corporation, a Florida corporation (“Parent”), (b) Urstadt Biddle Properties Inc., a Maryland corporation (the “Company”) (solely with respect to Section 7 and Sections 8.2 through 8.23), and (c) the stockholders of the Company listed on Schedule A and the signature pages hereto (each, a “Stockholder” and, collectively, the “Stockholders”). Each of Parent, the Company and the Stockholders are sometimes referred to as a “Party.”
AMENDMENT TO RIGHTS AGREEMENTRights Agreement • May 18th, 2023 • Urstadt Biddle Properties Inc • Real estate investment trusts
This AMENDMENT TO RIGHTS AGREEMENT (this “Amendment”), dated as of May 17, 2023, is by and between Urstadt Biddle Properties Inc., a Maryland corporation (the “Corporation”), and Computershare Inc., a Delaware corporation, as successor-in-interest to Computershare Shareowner Services LLC (f/k/a Mellon Investor Services LLC), as Rights Agent (the “Rights Agent”). Certain capitalized terms used but not defined in this Amendment are used as defined in the Rights Agreement (as defined below).
