0000950134-07-012749 Sample Contracts

AGREEMENT AND PLAN OF MERGER Among ARCHSTONE-SMITH TRUST, ARCHSTONE-SMITH OPERATING TRUST, RIVER HOLDING, LP, RIVER ACQUISITION (MD), LP and RIVER TRUST ACQUISITION (MD), LLC Dated as of May 28, 2007
Merger Agreement • June 1st, 2007 • Archstone Smith Trust • Real estate investment trusts • Maryland

THIS AGREEMENT AND PLAN OF MERGER, dated as of May 28, 2007 (this “Agreement”), is made and entered into by and among Archstone-Smith Trust, a real estate investment trust formed under the Laws of the State of Maryland (the “Company”), Archstone-Smith Operating Trust, a real estate investment trust formed under the Laws of the State of Maryland (the “Operating Trust” and, together with the Company, the “Company Parties”), River Holding, LP, a Delaware limited partnership (“Parent”), River Acquisition (MD), LP, a Maryland limited partnership and wholly owned subsidiary of Parent (“MergerCo”), and River Trust Acquisition (MD), LLC, a Maryland limited liability company (“Operating Trust MergerSub” and, together with Parent and MergerCo, the “Buyer Parties”).