Biomed Realty Trust S3ASR Automatic shelf registration | SEC 11 Jun 07

EXHIBIT 10.2

BIOMED REALTY TRUST, INC.

DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN

June 11, 2007

PURPOSE AND ADMINISTRATION

BioMed Realty Trust, Inc., a Maryland corporation (the “Company”), has adopted two plans for the purchase of shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”): (i) the Dividend Reinvestment Program (the “DRIP”) and (ii) the Cash Option Purchase Plan (the “COPP,” the DRIP and COPP are together referred to as the “Plan”). The purpose of the Plan is to provide existing stockholders of the Company with an opportunity to invest automatically the cash dividends paid upon shares of the Company’s Common Stock held by them (“Reinvested Dividends”), as well as to permit existing and prospective stockholders to make voluntary cash purchases of such Common Stock (“Optional Cash Purchases”). The Bank of New York, as agent, or such successor plan administrator as the Company may designate (the “Agent”), will administer the Plan.

PARTICIPATION

Any existing holder of shares of Common Stock which are registered in his or her name on the records of the Agent and, with respect to the COPP, certain other persons as described below, may enroll in the Plan (any such person so enrolled in the Plan is referred to herein as a “Participant”). Beneficial owners of shares of Common Stock registered in the name of another person or entity must make arrangements for that person or entity to handle investment or reinvestment with respect to dividends received upon such shares, or must arrange to have such shares registered in the beneficial owner’s name in order to participate.

To enroll in the Plan, a prospective Participant must complete and sign an enrollment form, substantially in the form attached hereto asExhibit A or in such other form as the Company may designate (the “Enrollment Form”), return it to the Agent and, if applicable, submit to the Company a request for waiver, substantially in the form attached hereto asExhibit B or in such other form as the Company may designate (the “Request for Waiver”) for consideration by the Company. If the shares of Common Stock are registered in more than one name (such as joint tenants, trustees, etc.), all registered holders must sign an Enrollment Form and, if applicable, the Request for Waiver.

Participation in the DRIP.

A prospective Participant may join the Plan at any time. Participation in the DRIP will begin on the next date the Company pays dividends on its Common Stock (the “Dividend Payment Date”);providedthat the Agent receives such Participant’s Enrollment Form on or before the record date (the “Dividend Record Date”) for such Dividend Payment Date. Should the Enrollment Form not arrive on or before the Dividend Record Date, those funds will be paid to the Participant in accordance with the Company’s then current dividend payment policy or be

held without interest until they can be invested pursuant to the COPP on the next Investment Date (as defined below). In such case, unless the Participant otherwise directs the Agent, such Participant’s participation in the DRIP will begin on the following Dividend Payment Date. If not specified otherwise, the Enrollment Form directs the Agent to reinvest cash dividends on all shares enrolled in the Plan. However, a Participant may elect partial dividend reinvestment or no reinvestment as described below. If a Participant does not make an election on his or her Enrollment Form, the Agent will reinvest all dividends paid on the Participant’s shares.

Participation in the COPP.

Participation in the COPP for Optional Cash Purchases will begin on the next Investment Date, as defined below;providedthe Participant’s Enrollment Form along with sufficient immediately available funds to be invested are received on or before the COPP Due Date, as defined below, that corresponds to the next Investment Date. Should the funds to be invested arrive after the applicable COPP Due Date or such funds not be available by the applicable COPP Due Date, those funds will be held without interest until they can be invested on the Investment Date following the next COPP Due Date. The “Investment Date” for a particular month shall be the 26th day of the month, unless the 26th day of the month is a Saturday, Sunday or bank holiday, in which case the Investment Date shall be the first business day following the 26th day of the month. The “COPP Due Date” shall be the date that is one business day prior to the applicable Investment Date.

Partial Dividend Reinvestment.

By selecting the partial dividend reinvestment option on the Enrollment Form, stockholders may elect to receive cash dividends on a specified number of their shares, and reinvest the dividends on the balance of such shares. A Participant may change the dividend reinvestment option at any time by submitting a newly executed Enrollment Form to the Agent or by writing to the Agent. Enrollment Forms may be obtained by contacting the Agent at the address set forth in Section 22. Any change in the number of shares with respect to which the Agent is authorized to reinvest dividends must be received by the Agent prior to the Dividend Record Date in order to permit the new number of shares to apply to that dividend.

DIVIDEND REINVESTMENT

Reinvested Dividends shall be, at the Company’s option, purchased either from (i) authorized but previously unissued shares of Common Stock; (ii) shares of Common Stock purchased in the open market or privately negotiated transactions; or (iii) a combination of both. In any case, such shares will be sold to the Participant at a price per share determined in accordance with Sections 5 and 6 hereof.

Newly authorized but previously unissued Common Stock as well as shares purchased in the open market or in privately negotiated transactions will be purchased and issued to each Participant on each Dividend Payment Date. In the event that (1) the Company has elected to purchase shares with Reinvested Dividends from authorized but previously unissued shares of Common Stock and (2) there are no trades of Common Stock reported on the New York Stock Exchange (the “NYSE”) on a Dividend Payment Date, the Agent shall apply such Reinvested

Dividends on the next business day on which there are trades of Common Stock reported on the NYSE (a “Trading Day”).

Reinvested Dividends are not subject to any minimum or maximum purchase restrictions except those specified by the Participant as set forth in Section 2.C of this Plan.

OPTIONAL CASH PURCHASES

Optional Cash Purchase Amounts.

The aggregate amount of any payment of a Participant used to purchase shares of Common Stock during any calendar month shall not be less than $100 nor more than $10,000 (the “Maximum Limit”). Whether shares are purchased from newly authorized but previously unissued Common Stock, open market purchases or privately negotiated transactions, such shares of Common Stock will be sold to the Participant at a price per share determined in accordance with Sections 5 and 6. A Participant may purchase shares in excess of the Maximum Limit with the Company’s permission in accordance with Section 4.C of this Plan. Shares of Common Stock purchased in excess of the Maximum Limit described above shall be only from authorized but previously unissued shares of Common Stock in accordance with Section 6.

Purchases under the Maximum Limit

A Participant enrolled in the Plan may make Optional Cash Purchases under the Maximum Limit by delivering to the Agent immediately available U.S. currency made payable to “The Bank of New York – BioMed Realty Trust, Inc.” at the address set forth in Section 22. Payments may be made by check or electronic funds transfer. Shares of Common Stock purchased under the Maximum Limit of the COPP shall be, at the Company’s option, either from (i) authorized but previously unissued shares of Common Stock, (ii) shares of Common Stock purchased by the Agent in open market or privately negotiated transactions, or (iii) a combination of both. Such shares will be purchased on the next Investment Date following the Agent’s receipt of the Participant’s funds as set forth in Section 2.B.

Purchases over the Maximum Limit

When Shares May be Purchased

The Agent will purchase shares exclusively from newly authorized but previously unissued Common Stock for all Optional Cash Purchases made over the Maximum Limit. These shares will be issued and credited to a Participant’s accounts on the Investment Date following receipt of sufficient funds for such purchase;providedthe funds are received by the Agent prior to the applicable COPP Due Date. If sufficient funds are not received by the Agent prior to the applicable COPP Due Date, such funds will be held without interest until the Investment Date following the next COPP Due Date unless the Participant requests a refund of such funds.

Request for Waiver.

Participants may make Optional Cash Purchases in excess of the Maximum Limit only pursuant to a Request for Waiver which must be received by the Company at least five (5)

business days prior to the applicable Investment Date and which must be approved by the Company in its sole and absolute discretion. All Optional Cash Purchases made over the Maximum Limit may be made only by wire transfer of immediately available funds to the account referenced in the Request for Waiver. The Agent must receive a copy of the Company’s written approval on or before the Investment Date and must receive the immediately available funds on or before the COPP Due Date. The Request for Waiver should be sent to the Company by facsimile at (858) 485-9843, Attention: Chief Financial Officer, by 2:00 p.m. Pacific Time at least five (5) business days prior to the applicable Investment Date. The Request for Waiver should not be sent to the Agent. The Request for Waiver will be furnished by the Company or the Agent at the address and telephone number referenced above and is attached hereto asExhibit B.

In deciding whether to approve a Request for Waiver, the Company will consider relevant factors, including, but not limited to, the Participant’s participation in the Plan, the Company’s need for additional funds, the attractiveness of obtaining additional funds through the sale of Common Stock as compared to other sources of funds, the purchase price likely to apply to any sale of Common Stock and the aggregate amount of Optional Cash Purchases for which Requests for Waiver have been submitted by all Participants. The Company will determine whether or not to offer a discount on shares to be purchased pursuant to the Request for Waiver on or before three (3) business days prior to the applicable Investment Date.

If Requests for Waiver are submitted prior to any COPP Due Date for an aggregate amount in excess of the amount the Company is then willing to accept, the Company may honor those requests by any method that the Company determines to be appropriate. With regard to Optional Cash Purchases made pursuant to a Request for Waiver, the Plan does not provide for a predetermined maximum limit on the amount that a Participant may invest or on the number of shares that may be purchased. The Company reserves the right to modify, suspend or terminate participation in the Plan for any reason whatsoever, including the elimination of practices that are not consistent with the purposes of the Plan.

Procedures Applicable to Optional Cash Purchases.

Participants shall not be obligated to make any COPP investments, and the amount of such investments may vary among Investment Dates. If the no reinvestment box on the Enrollment Form is checked, the Company will continue to pay cash dividends on the shares registered in the Participant’s name in the usual manner, but any payment received will be applied toward the purchase of additional shares of Common Stock under the COPP in accordance with the terms hereof. Payments must be delivered to the Agent at the appropriate address set forth in Section 22.

In the event that any Participant’s check with respect to a payment is returned unpaid for any reason, the Agent will consider the request for investment of such money null and void and shall immediately remove from the Participant’s account any shares purchased upon the prior credit of such money. The Agent shall thereupon be entitled to sell these shares to satisfy any uncollected amounts. If the net proceeds of the sale of such shares are insufficient to satisfy the balance of such uncollected amounts, the Agent, in addition to any other legal remedies it may have, shall be entitled to sell such additional shares from the Participant’s account to satisfy the

uncollected balance. Foreign and third party checks will not be accepted and will be returned to the Participant by the Agent.

A Participant may obtain a refund of any payment not yet invested upon written request to the Agent at the address set forth in Section 22,providedsuch request is received not later than five (5) business days prior to the next Investment Date. If the Agent receives the Participant’s request for refund later than such date, the payment will be applied to the purchase of shares of Common Stock.

DISCOUNT PRICING

The Company may elect to establish, a discount from the market price applicable to Optional Cash Purchases and/or Reinvested Dividends for newly issued shares of Common Stock purchased directly from the Company not in excess of that set forth in Section 6. The Company, however, will not offer a discount for any Common Stock purchased by the Agent in the open market or in privately negotiated transactions under the Plan. The Company may change the discount in its discretion but will not change the discount more frequently than once in any three-month period.

The Company’s election whether to establish a discount for any Investment Date will not affect the Company’s rights to establish a discount for any other Investment Date in the future. Any Participant may obtain the discount applicable to the next Investment Date by telephoning the Company at (858) 485-9840 not later than three (3) business days before the applicable Investment Date. The discount, if any, shall be determined by the Company in its sole discretion after reviewing the current market conditions, the level of participation in the Plan, and current and projected capital needs. Such discount may vary but shall at no time be more than that set forth in Section 6. Notwithstanding the foregoing, the discount may not be varied by the Company for Optional Cash Purchases on a specific Investment Date and shall apply uniformly to all Optional Cash Purchases made on that Investment Date.

SHARE PURCHASES

As Agent for the Participants in the Plan, the Agent will receive cash dividends from the Company with respect to Common Stock held by the Participants and Optional Cash Purchases from the Participants. Shares to be purchased under the Plan with such Reinvested Dividends or Optional Cash Purchases may be purchased in the open market by the Agent on the NYSE or any securities exchange where the Company’s Common Stock is traded, in the over-the-counter market, or in negotiated transactions, and may be subject to such terms with respect to price, delivery and other matters as to which the Agent may agree. Alternatively, or in combination with open market purchases, the Company has the right to satisfy its obligations under the Plan, by registering and issuing additional shares of Common Stock, subject to compliance with the Securities Act of 1933, as amended, and the rules and regulations thereunder. The Company may, without giving Participants prior notice, change the Company’s determination as to whether the Agent will purchase shares of Common Stock directly from the Company, in the open market or in privately negotiated transactions from third parties or in a combination of both, in connection with the purchase of shares with Reinvested Dividends or from Optional Cash Purchases. The Company will not, however, change its determination more than once in any

three-month period. The Company will only satisfy Optional Cash Purchases over the Maximum Limit with newly issued shares of Common Stock.

In the event that the Company satisfies its obligations hereunder by registering and issuing additional shares of Common Stock, the date of issuance of shares to be purchased with Reinvested Dividends or with Optional Cash Purchases will be the Dividend Payment Date or the Investment Date, as the case may be.

Price for Shares Newly Issued by the Company

When the Company issues shares of Common Stock to satisfy its obligations under the DRIP, for each day on which shares are purchased, the purchase price per share will be the average of the highest and lowest NYSE price per share or, if the Common Stock is not then listed on the NYSE, any other securities exchange or national quotation service on which the Common Stock is then traded or listed for quotation, on such Dividend Payment Date, less a discount ranging from 0% to 5%, which shall initially be 0%;providedthat if no trades of Common Stock are reported on the NYSE on the Dividend Payment Date, the Agent shall apply such Reinvested Dividends on the next Trading Day on which there are trades of Common Stock reported on the NYSE.

When the Company issues shares of Common Stock for Optional Cash Purchases equal to or under the Maximum Limit, the purchase price for such shares will be the ten-day average of the average of the highest and lowest NYSE price per share on each of the ten (10) Trading Days immediately preceding the Investment Date for which trades are reported on the NYSE or, if the Common Stock is not then listed on the NYSE, any other securities exchange or national quotation service on which the Common Stock is then traded or listed on the Investment Date, less a discount ranging from 0% to 5%, which shall initially be 0%.

When the Company issues shares of Common Stock for Optional Cash Purchases over the Maximum Limit, the purchase price for such shares will be thegreater of (i) the ten-day average of the average of the highest and lowest NYSE price per share on each of the ten (10) Trading Days immediately preceding the Investment Date for which trades are reported on the NYSE or, if the Common Stock is not then listed on the NYSE, any other securities exchange or national quotation service on which the Common Stock is then traded or listed on the Investment Date and (ii) the average of the highest and lowest NYSE price per share on the Investment Date or, if the Common Stock is not then listed on the NYSE, any other securities exchange or national quotation service on which the Common Stock is then traded or listed for quotation on such Investment Date, in either case less a discount ranging from 0% to 5%, which shall initially be 0%.

Notwithstanding anything to the contrary in this Plan, the amount per share paid by a Participant for any shares of Common Stock (whether from Reinvested Dividends or Optional Cash Purchases) purchased on any applicable Dividend Payment Date or Investment Date, as the case may be, less the per share amount of any brokerage commissions, trading fees and any other costs of purchase paid by the Company, shall not be less than 95% of the average of the high and low NYSE prices of the Common Stock reported by the NYSE or other exchange or national quotation system on that particular Trading Day (the “Minimum Acceptable Price”). In the

event that shares would be purchased below the Minimum Acceptable Price, the Participant’s purchase price per share will equal the Minimum Acceptable Price.

If no trades of Common Stock are reported on an Investment Date, the Investment Date will be the next Trading Day on which there are trades of Common Stock reported on the NYSE or other securities exchange or national quotation service on which the Common Stock is then traded or listed for quotation.

Price for Shares Purchased from the Open Market or in Privately Negotiated Transactions.

Shares of Common Stock purchased under the DRIP and the COPP on the open market or in privately negotiated transactions shall occur on or during the applicable Dividend Payment Date or Investment Date, as the case may be. The purchase price for each share of Common Stock acquired under the DRIP on the open market or in privately negotiated transactions will be the average of the purchase price of all shares purchased by the Agent with Reinvested Dividends for the applicable Dividend Payment Date. The purchase price for each share of Common Stock acquired under the COPP on the open market or in privately negotiated transactions will be the average of the purchase price of all shares purchased by the Agent for Optional Cash Purchases for the applicable Investment Date.

Calculations of Shares Delivered.

The number of shares to be purchased for a Participant will depend on the net amount of the Participant’s dividends available for reinvestment under the DRIP, and/or the aggregate amount of the payment under the COPP, and the price per share of Common Stock purchased for the Participant’s benefit. Each Participant’s account will be credited with the number of shares, including fractions calculated to three decimal places, equal to the total of a Participant’s funds available for investment, divided by the applicable per share purchase price of the shares purchased.

The Agent shall have no responsibility as to the value of the Common Stock acquired for a Participant’s account. It is understood that for a number of reasons, including observance of the rules and regulations of the Securities and Exchange Commission requiring temporary curtailment or suspension of purchases and the limitations on ownership contained in the Company’s charter, the whole amount of funds available in a Participant’s account for the purchase of Common Stock might not be applied to such purchase. The Agent shall not be liable when conditions prevent the purchase of Common Stock or interfere with the timing of such purchases.

COSTS

The Company will pay all of the costs associated with administering the Plan and will pay the fees and commissions associated with the purchase of shares of Common Stock for Participants. Each Participant will be responsible for the transaction fees and any commissions associated with the sale of shares of Common Stock attributable to each Participant under the Plan.

CUSTODIAL SERVICE

All shares of Common Stock that are purchased by Participants under the Plan shall be held in the Participant’s name and the shares shall be added to the Participants’ balance in the Plan. The Agent shall act as custodian for all of the Participants’ shares held in the Plan.

A Participant may send to the Agent for safekeeping all Common Stock certificates which the Participant holds. The Agent will keep all shares represented by such certificates for safekeeping in book entry form, combined with any full and fractional shares then held in the Plan in the name of the Participant. In order to deposit certificates for safekeeping or withdraw share certificates from the Plan, a Participant must submit a transaction request form attached to the bottom of his or her statement.

STATEMENT OF ACCOUNT

As soon as practicable after the purchase of Common Stock is completed, the Agent will send each Participant a statement of account confirming the transaction and itemizing any previous investment activity for the calendar year. These statements will show total dividends received, Optional Cash Purchases made, shares purchased, including fractional shares, and the price paid per share in such year, and the total shares held in the Plan. If a Participant participates in the Plan through a broker, bank or nominee, the Participant’s statement of account will be sent to the respective broker, bank or nominee and the Participant must contact the broker, bank or nominee to obtain the statement.

10.

DIVIDENDS ON PLAN SHARES

As the custodian for the Common Stock held in Participants’ accounts under the Plan, the Agent will receive dividends (less any applicable tax withholding requirements imposed on the Company) for all Plan shares held on the applicable record date, will credit such dividends to Participants’ accounts on the basis of shares held in these accounts, and will automatically reinvest such dividends in additional Common Stock unless it is otherwise instructed in writing by the Participant.

If the Company distributes stockholders’ subscription rights to purchase additional shares of Common Stock or other securities, the Agent shall sell the rights accruing to all shares held in a Participant’s name when the rights become saleable or separately tradable. The Agent will apply the net proceeds from the sale of the rights to the purchase of Common Stock on the next Investment Date. If a Participant does not want the subscription or such other rights sold, such Participant may notify the Agent by submitting an updated Enrollment Form which shall direct the Agent to distribute the rights directly to the Participant. Transaction processing may be

curtailed or suspended until the completion of any stock split, stock dividend or stock subscription rights.

11.

SALE OF PLAN SHARES

A Participant may instruct the Agent in writing to sell any or all of the whole shares of Common Stock held in the Plan. The written notification to the Agent must include the number of shares to be sold. Any such request that does not clearly indicate the number of shares to be sold will be returned to the Participant with no action taken. The Agent will make the sale as soon as practicable after receipt of a Participant’s proper request and a check for the proceeds, less brokerage commission, transfer taxes (if any) and a service fee will be sent by the Agent promptly after the settlement date. No Participant shall have the authority or power to direct the date or sales price at which Common Stock may be sold. Shares may be commingled with those of other Participants requesting sale of their shares, and the proceeds to each Participant will be based on the average price for all shares sold by the Agent on the Trading Day of sale. A withdrawal/termination form will be provided on the reverse side of the statement of account for withdrawal or termination. Participants should mail this form to the Agent at the address set forth in Section 22.

A Participant may transfer ownership of all or any part of their shares held in the Plan through gift, private sale or otherwise, by mailing to the Agent at the above address a properly executed stock assignment, along with a letter requesting the transfer and a Substitute Form W-9 completed by the transferee. If any stock certificates in such Participant’s account contain a restrictive legend, the Agent will comply with the provisions of such restrictive legend before effecting a sale or transfer of such restricted shares. All transfers shall be subject to the limitations on ownership and transfer provided herein and in the Company’s charter.

12.

ISSUANCE OF SHARE CERTIFICATES

Share certificates will not be issued unless a request is made to the Agent. The number of shares held in the Plan by a Participant will be shown on the regular statement of account provided to such Participant. Upon a Participant’s request, upon withdrawal from the Plan or upon termination of the Plan, the Agent will have certificates issued and delivered for all full shares credited to the Participant’s account. Certificates will be issued only in the same names as those enrolled in the Plan. Certificates for fractional shares will not be issued under any circumstances.

13.

TERMINATION OF PLAN PARTICIPATION

To terminate participation in the Plan, a Participant must notify the Agent in writing. The Company may also terminate the Plan by sending written notice to the Participants and to the Agent. After the Agent receives the termination notice, dividends will be sent to the stockholder in the usual manner, and no further Optional Cash Purchases may be made. A termination notice will be effective upon receipt by the Agent provided such notice is received at least one (1) business day prior to the applicable Dividend Record Date, in the case of the DRIP and, at least one (1) business day prior to the applicable Investment Date in the case of the COPP. If the notice is received later than such dates, as applicable, the termination notice will not be effective

until after purchases made from dividends paid or Optional Cash Purchases have been completed and credited to Participants’ accounts. Once termination has been effected, the Agent will issue to the Participant a certificate for all whole shares held by a Participant under the Plan. There will be no cost to Participants with respect to termination of reinvestment of dividends through the Plan other than applicable sales fees with respect to shares sold.

Alternatively, a Participant may specify in the termination notice that some or all of the shares be sold. Any fractional shares held in a Participant’s account under the Plan at the time of termination will be converted to cash at a price equal to the average of the highest and lowest NYSE price per share as then reported by the NYSE or, if the Common Stock is not then listed on the NYSE, any other securities exchange or national quotation service on which the Common Stock is then traded or listed for quotation on the date of such conversion, and the Agent will deliver a check to the Participant for the net proceeds.

If a Participant transfers shares represented by certificates registered in such Participant’s name on the Company’s books but does not notify the Agent, the Agent will continue to reinvest dividends on shares held in such Participant’s account under the Plan until otherwise directed.

If a Participant’s Plan account balance falls below one full share, the Agent reserves the right to liquidate the fraction and remit the proceeds, less any applicable fees, to the Participant at the Participant’s address appearing in the Agent’s records.

14.

PLAN ADMINISTRATION

The Agent, or a successor selected by the Company, will administer the Plan for Participants, keep records, send statements of account to Participants, answer Participants’ questions and perform other duties set forth herein or otherwise related to the Plan. All inquiries regarding the Plan should be sent to the Agent at the appropriate address set forth in Section 22.

As soon as practicable after each purchase for a Participant’s account, a statement of account will be mailed to the Participant by the Agent. In addition, the Agent shall send to each Participant all communications sent to other stockholders, including, if applicable, any annual and quarterly reports to stockholders, proxy statements and dividend income information for tax reporting purposes. The Agent will also send a statement following any sale activity in a Participant’s account. In this statement a Participant will receive a check with a Form 1099-B and information regarding the trade such as sale price, shares sold, fees, net dollars and taxes, if any. The sale will be recapped on the Participant’s quarterly dividend statement.

The Company may remove the Agent upon thirty (30) days’ prior written notice to the Agent (the “Termination Notice”). The Agent may resign as Agent upon thirty (30) days’ prior written notice to the Company. Upon any such removal or resignation, the Agent shall be relieved and discharged of any further responsibilities with respect to its duties thereunder. Not later than fifteen (15) days after the date on which the Agent receives or delivers, as the case may be, the Termination Notice (the “Termination Notice Date”), the Company shall deliver to the Agent a written notice instructing the Agent to deliver to the Company or its designee all of the statements of account, the shares of Common Stock held by the Agent under the Plan, and all other books and records in connection with the administration of the Plan (collectively, the “Plan

Records”). The Agent shall comply with the instruction and deliver the Plan Records to the Company or its designee not later than ten (10) business days following the date it receives such instruction;provided, however, that if no instruction is received by the Agent by the 15th day following the Termination Notice Date, the Agent shall deliver the Plan Records to the Company not later than twenty (20) days after the Termination Notice Date. The Agent shall cooperate with and assist the Company or any successor agent with the transfer of the Plan Records.

As Agent, The Bank of New York shall act in accordance with the Plan and in accordance with applicable laws, including without limitation the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and interpretations thereof by the Securities and Exchange Commission.

The Agent shall keep appropriate records concerning the Plan accounts, purchases and sales of the Company’s securities made under the Plan and Participants’ addresses of record and shall send statements of account and confirmations to each Participant in accordance with the provisions hereof. Without limiting the foregoing, the Agent shall maintain and retain for a period of not less than two (2) years from the date of the event the following information: (i) the dates and substance of any materials distributed in connection with the Plan, (ii) the number of Participants as of the end of each month; (iii) the volume of Company securities purchased under the Plan by the Agent each month; and (iv) a record of any period during which the Company is engaged in any other distribution of shares of its Common Stock or other Company securities for purposes of Regulation M under the Exchange Act. The Company shall notify the Agent of the commencement and the termination of any such period on the date of any such commencement or termination.

The Agent:

	(a)		shall have no duties or obligations other than those specifically set forth herein or as may subsequently be agreed to in writing between the Agent and the Company. Without limiting the foregoing, nothing herein shall impose any fiduciary duty upon the Agent to any Participant, as such term is defined herein;

	(b)		shall be regarded as making no representation and having no responsibilities as to the validity, sufficiency, value, or genuineness of any of the Company’s securities purchased or sold in connection herewith, and will not be required to or be responsible for and will make no representations as to, the validity, sufficiency, value or genuineness of any of the Company’s securities;

	(c)		shall not be obligated to take any legal action hereunder; if, however, the Agent determines to take any legal action hereunder, and where the taking of such action might, in its reasonable judgment, subject or expose it to any expense or liability, the Agent shall not be required to act unless it shall have been furnished with an indemnity reasonably satisfactory to it;

	(d)		may rely on and shall be fully authorized and protected in acting or failing to act in good faith reliance upon any certificate, instrument, opinion, notice, letter, telegram, telex, facsimile transmission or other document or security delivered to and believed by the Agent to be genuine and to have been signed by the proper person or persons;

	(e)		shall not be liable or responsible for any failure on the part of the Company or any Participant to comply with any of their respective obligations relating to the Plan or under applicable law, including without limitation obligations under applicable securities laws;

	(f)		shall have no obligation to make any payment unless it has received the necessary funds as set forth herein to make such payments in full;

	(g)		may consult with counsel reasonably satisfactory to the Agent, including in-house counsel, if any, or counsel to the Company, and the advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered, or omitted by the Agent in good faith and in accordance with the advice of such counsel;

	(h)		may perform any of its duties hereunder either directly or by or through agents or attorney which are not affiliates of the Company (except for purchase and sale orders submitted by Participants, including accompanying funds, all of which will be handled only by the Agent’s personnel),provided that (i) any activities that constitute transfer agent functions, as defined in section 3(a)(25) of the Exchange Act, must be conducted either by the Agent itself or by a service organization that is a registered transfer agent under the Exchange Act, and (ii) no such agent or attorney shall receive compensation based on the number and type of orders or transactions processed through the Plan. The Agent shall not be liable or responsible for any misconduct or negligence on the part of any agent or attorney appointed with reasonable care by it hereunder; provided such agent or attorney has agreed to indemnify the Company for its (a) negligent or bad faith act or omission; (b) failure to act in accordance with the provisions hereof or the written instructions of Company or the Agent or (c) breach of this Agreement; and

	(i)		is not authorized, and shall have no obligation, to pay any brokers, dealers, or soliciting fees to any person.

In exercising all of its duties and obligations hereunder, the Agent shall use the same degree of skill in its exercise as a prudent man would exercise or use under the circumstances in the conduct of his own affairs.

Notwithstanding the foregoing, the Agent may not be relieved from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that the Agent shall not be liable for any error or judgment made in good faith unless it is proved that the Agent was negligent in ascertaining the pertinent facts.

The Agent may charge reasonable fees for its services in connection with the Plan (to the extent consistent with the provisions of the Plan) including without limitation fees for purchase and sale order processing, enrollment, custody, account maintenance and dividend reinvestment

and shall be reimbursed for all its reasonable out-of-pocket costs and expenses. All such fees, costs and expenses shall be paid by the Company, except that Participants and other eligible book entry stockholders will be required to pay a nominal commission and fee for each sale order and a nominal fee for the issuance of duplicate statements of account or transaction notices. The Agent may from time to time by notice to the Company and the Participants establish the amount of any such fees.

The Agent shall have the authority to undertake any act reasonably necessary to fulfill its duties as set forth herein.

In administering the Plan, neither the Agent, the Company nor any agent for either will be liable for (i) any act done in good faith or for any good faith omission to act, including, without limitation, any claim of liability arising out of failure to terminate a Participant’s account upon such Participant’s death or adjudicated incompetence prior to the receipt of written notice of such death or adjudicated incompetence, (ii) the prices at which shares of Common Stock are purchased for the Participant’s account, (iii) the times when purchases are made or (iv) fluctuations in the per share market value of the Common Stock. The Agent shall not be liable for any failure or delays arising out of conditions beyond its reasonable control including, but not limited to, work stoppages, fires, civil disobedience, riots, rebellions, storms, electrical, mechanical, computer or communications facilities failures, acts of God or similar occurrences.

Neither the Agent, the Company nor any agent for either shall have any duties, responsibilities or liabilities except such as are expressly set forth herein and in the Agent Agreement. The Company specifically disclaims any responsibility for any of the Agent’s actions or inactions in connection with the administration hereof.

The Company will indemnify and hold harmless the Agent and its officers, directors, shareholders, and agents from and against any loss, liability, damage or expense (including reasonable attorneys’ fees and expenses) (a “Loss”) incurred as a result of the performance of the Agent’s duties hereunder,providedthat such Loss is not (a) due to any negligent or bad faith act or omission by the Agent, (b) due to a failure by the Agent to act in accordance with the provisions hereof or the written instructions of the Company or (c) due to a breach by the Agent of its agreements set forth herein.

15.

PLEDGE OF SHARES

Shares held in the Plan may not be pledged or assigned, and any such purported pledge or assignment shall be void.

16.

VOTING

The Agent will not vote any shares that it holds for a Participant’s account except as directed by the Participant. If no instructions are received, the shares will not be voted. Each Participant that is a registered holder will receive a proxy voting card for the total of their whole shares, including shares that they hold in the Plan. Neither the Company nor the Agent shall be required to send proxy materials to any Participant that holds shares of Common Stock through a broker, bank or nominee and any such Participant must contact such broker, bank or nominee to vote their shares.

17.

OWNERSHIP LIMITATIONS

Because the Company’s Board of Directors believes it is essential for the Company to continue to qualify as a real estate investment trust (“REIT”), the Company’s charter and bylaws, as amended from time to time, contain restrictions on the ownership and transfer of the Company’s capital stock which are intended to assist the Company in complying with these requirements.

The ownership limits set forth in the Company’s charter provide that (i) no person may acquire or hold, directly or indirectly, in excess of 9.8% in value of the aggregate of the Company’s outstanding shares of capital stock and (ii) no person may acquire or hold, directly or indirectly, in excess of 9.8% (in value or in number of shares, whichever is more restrictive) of the Company’s outstanding shares of Common Stock or 7.375% Series A Cumulative Redeemable Preferred Stock. Under the Company’s charter, any attempted transfer which, if effective, would result in violation of these ownership limits will cause the number of shares causing the violation to be automatically transferred to a trust for the exclusive benefit of one or more charitable beneficiaries, and the proposed transferee will not acquire any rights in the shares.

In order to monitor the ownership limit described above and the limitation of cash purchases which may be made under the Plan, the Company has right to aggregate all Plan accounts that it believes, in its sole discretion, are under common control or management or to have common ultimate beneficial ownership. If the Company exercises such right, it shall aggregate the accounts and return, without interest, within thirty-five (35) days of receipt, any amounts in excess of the investment limitations applicable to a single account received in respect of all such accounts.

18.

AMENDMENT OR TERMINATION OF PLAN

The Plan may be amended, modified, suspended, supplemented or terminated by the Company at any time. Any such action shall be deemed accepted by the Participant unless prior to the effective date thereof, the Agent receives written notice of the termination of the Participant’s account. Any such amendment may include an appointment by the Company of a successor agent under the terms and conditions set forth herein, in which event the Company is authorized to pay such successor agent for the account of each Participant all dividends and distributions payable on Common Stock held by the Participant under the Plan for application by such successor agent as provided herein. Notwithstanding the foregoing, such action shall not have any retroactive effect that would prejudice the interests of the Participants. In the event of termination, certificates for whole shares held by each Participant in the Plan will be delivered to such Participant together with a check for the net proceeds of the value of any fractional shares, which value will be equal to the average of the highest and lowest NYSE price per share as then reported by the NYSE or, if the Common Stock is not then listed on the NYSE, any other securities exchange or national quotation service on which the Common Stock is then traded or listed for quotation on the date of such termination.

19.

GOVERNING LAW

The terms and conditions of the Plan and its operation shall be governed by the internal laws of the State of Maryland, without regard to otherwise applicable principles of conflicts of law.

20.

INTERPRETATION

Any question of interpretation arising under the Plan will be determined by the Company, and any such determination will be final.

21.

EFFECTIVE DATE

The effective date of the Plan shall be June 11, 2007.

22.

CORRESPONDENCE AND QUESTIONS

All correspondence and questions regarding the Plan and any account thereunder should be directed to:

The Bank of New York
c/o Investor Relations Department
P.O. Box 11258
Church Street Station
New York, New York 10286-1258
Telephone Number: (800) 524-4458

All financial transaction processing, including enrollments, sales, withdrawals, deposits and optional cash payments should be directed to:

The Bank of New York
Dividend Reinvestment Services
P.O. Box 1958
Newark, New Jersey 07101-7924

EXHIBIT A

Enrollment Form
for BioMed Realty Trust, Inc.
Dividend Reinvestment and
Stock Purchase Plan

3 Address & Citizenship Street Address and Apartment or Box NumberNew Account Enrollment Form for BioMed Realty Trust, Inc. Dividend Reinvestment and Stock Purchase Planc/o The Bank of New York City: P.O. Box 1958 Newark, NJ 07101- 7924 Questions: 1-800-524-4458 State: Zip code: IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT To help the government fight the funding of terrorism and money laundering activities, Federal law requires Citizenship of Owner, Minor or Trust Beneficiary: all financial institutions to obtain, verify, and record information that identifies each person who opens an account. What this means for you: When you complete an enrollment application, we will ask for your name, U.S. Citizen Resident Alien Non-Resident Alien: address, date of birth, and other information that will allow us to identify you. Please be aware that we will verify the information you provide and may also ask for copies of your driver’s license or other identifying documents. Country of Citizenship 3 Investment Information 3 Account Ownership Please make your check payable to The Bank of New York — BioMed Realty Trust, Inc. Note that The Bank cannot accept foreign checks. Checks must be drawn on a U.S. bank and payable in U.S. dollars. Complete one section below. Please choose only one option: Please use a pen and print clearly in CAPITAL LETTERS. One-time purchase (for non-registered first-time investors) or optional cash investment (existing registered holders) Individual or Joint Account The minimum initial investment (for non-registered first time investors) is $100. Thereafter, subsequent payments may be a minimum $100. Maximum total monthly investment is $10,000 Owner’s Name (first, middle initial, last): (except by obtaining BioMed Realty Trust, Inc.’s permission for a higher investment through a separate Request for Waiver Form). Enter investment amount. $ , . Electronic Funds Transfer (EFT) The minimum initial investment (for non-registered first time investors) is $100 and must be made by check (1). Thereafter, subsequent payments may be a minimum of $100 as indicated below (2) and Owner’s Social Security Number (used for tax reporting): will be automatically withdrawn from your checking or savings account on the 25th day each month. Maximum total monthly investment of $10,000 (except by obtaining BioMed Realty Trust, Inc.’s permission for a higher investment through a separate Request for Waiver Form). Enter two amounts: (1) $ , . first-time Joint Owner’s Name, if applicable (first, middle initial, last): investmentand (2) $ , . monthly deduction Electronic Funds Transfer (EFT) information: Bank Routing (ABA) Number: Gifts/Transfers to a Minor (UGMA/UTMA) Account Number: Custodian’s Name, one name only (first, middle initial, last): Checking Account or Savings Account(Please attach voided check or deposit slip to this application) 3 Signature Each owner must read and sign this section. as custodian for Minor’s Name (first, middle initial, last): By signing this application, I certify that: · I have received and read the prospectus for the plan in which I am investing, and I agree to the terms and conditions contained in the prospectus. I have the authority and legal capacity to purchase shares, am of legal age and believe each investment is suitable for me. I understand that The Bank of New York utilizes a broker affiliated with The Bank for all trading activity relative to the plan on behalf of plan participants. · I ratify any instructions given on this account. I agree that neither BioMed Realty Trust nor The Bank of New Under the Uniform Gifts/Transfers to Minors Act. York will be liable for any loss, cost or expense for acting upon any instructions if it follows reasonable procedures designed to prevent unauthorized transactions. · I understand that for joint tenants accounts “I” refers to all account owners, and each of the account owners (State) agrees that any account owner has authority to act on the account without notice to the other account Minor’s Social Security Number: owners. The Bank of New York in its sole discretion, and for its protection, may require the written consent of all account owners prior to acting upon the instructions of any account owner. Please make sure that all owners sign the application as required. Signature of Owner Date (month, day, year) Trust X Trustee’s Name (first, middle initial, last): Signature of Joint Owner Date (month, day, year) X Telephone number: and Co-Trustee’s Name, if applicable (first, middle initial, last): 3 Certification Under penalties of perjury, I certify that: 1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me). 2. I am not subject to backup withholding because (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to as trustees of (Name of Trust): backup withholding. 3. I am a U.S. person (including a U.S. resident alien). Certification Instructions — You must cross out certification item #2 above if you have been notified by the IRS that you are currently subject to backup withholding because of underreporting interest or dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, the acquisition or abandonment of secured property, cancellation of debt contributions to an individual retirement arrangement (IRA), and generally payments other than interest and dividends, you are not required to sign the Certification, for the benefit of: but you must provide your correct TIN. If I am a Non-Resident Alien, as I’ve indicated above, I certify under penalties of perjury that I am not a U.S. Citizen or Resident Alien, and that I am an “exempt foreign person” as defined under IRS regulations. Please make sure that all owners sign the application as required. Signature of Owner Date (month, day, year) X Trust’s Taxpayer Identification Number: Signature of Joint Owner Date (month, day, year) X Date of Trust (month, day, year) 3 Dividend Reinvestment Enrollment Election (check one) Reinvest all net dividends on all shares of common stock. Reinvest all net dividends on shares of common stock. Individual/Joint: Joint accounts will be presumed to be joint tenants with rights of survivorship unless Pay cash dividends. restricted by applicable state law or otherwise indicated. Only one social security number is required. Please make sure that all owners sign the application as required. Gifts/Transfers to a minor UGMA/UTMA: A minor is the beneficial owner of the account with an adult as custodian. The custodian manages the account until the minor becomes of age, as specified in the uniform Signature of Owner Date (month, day, year) gifts/transfers to minor’s act in the minor’s state of residence. Trust: An account established in accordance with the provisions of a trust agreement. X 3 Date of Birth Signature of Joint Owner Date (month, day, year) X

PARTICIPATION ELECTION BioMed Realty Trust, Inc. Reinvest all net dividends on all shares of common stock. Reinvest all net dividends on shares of common stock. Dividend Reinvestment and Stock Purchase Plan Enrollment Form Pay cash dividends. DEPOSIT ELECTION Check here if you wish to deposit your certificate shares in the Plan. Name: Also see Plan brochure for instructions. Total Shares Address: If you are submitting an Optional Cash Payment with this form: (Complete Below) Please indicate the amount and enclose a check in U.S. dollars made Address: payable to The Bank of New York — BioMed Realty Trust, Inc. Amount enclosed $ (Check amount MUST be a minimum of $100 and not to exceed $10,000 in any month. Investments may be made NO MORE than once a week). Address: Date of Birth ALL SIGNATURE(S) MUST BE EXACTLY AS NAME(S) APPEAR(S) AS INDICATED DATE month day year Please complete, sign and return form to: The Bank of New York Social Security No./ P.O. Box 1958 Taxpayer I.D. No.: Newark, NJ 07101-7924 INSTRUCTIONS FOR COMPLETING THE ENROLLMENT FORM PLEASE COMPLETE THE FRONT: To help the U.S. government fight the funding of terrorism and – Complete form with name, address, Social Security number and date of birth. money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies – Sign and date the Enrollment Form each person who opens an account. What this means for you: – Indicate your desire to deposit certificated shares and/or make an When you complete an Enrollment Form, we will ask for your optional cash payment if either or both applies name, address, date of birth and other information that will allow – Enclose your certificates for deposit in the Plan and/or a check made us to identify you. Please be aware that we will verify the payable to The Bank of New York — BioMed Realty Trust, Inc. for optional cash information you provide and may also ask for copies of your driver’s license or other identifying documents. payments if either or both applies AUTHORIZATION FOR ENROLLMENT I/We hereby elect to participate in the Dividend Reinvestment and Stock Purchase Plan (“the Plan”), as described in the Terms and Conditions set forth in the prospectus relating to the Plan that accompanied this Enrollment Form. I/We hereby acknowledge that I/we have received and read the prospectus relating to the Plan. The Participant(s) appoint(s) The Bank of New York (“The Bank”) as agent under the Plan and, subject to the Terms and Conditions of the Plan, hereby authorizes: i (i) The receipt by The Bank of all dividends on all or part of full shares indicated and optional cash payments made by the Participant; (ii) The Bank to apply all optional cash payments to the purchase of full and fractional shares of the Company and to reinvest or pay dividends as instructed on this form; and (iii) The Bank to maintain shares for safekeeping if deposits are made. This authorization and appointment is given with the understanding that either or both may be revoked or changed at any time, and participation in the Plan terminated, by notifying the Bank as provided in the Terms and Conditions of the Plan. If you have any questions please call The Bank of New York;s toll-free number at 1 (800) 5 24-4458.

EXHIBIT B
REQUEST FOR WAIVER

BioMed Realty Trust, Inc.
Dividend Reinvestment and Stock Purchase Plan


TO:		Chief Financial Officer BioMed Realty Trust, Inc. 17140 Bernardo Center Drive, Suite 222 San Diego, California 92128

Telephone: (858) 485-9840
Fax Number: (858) 485-9843

This form is to be used only by Participants in the BioMed Realty Trust, Inc. Dividend Reinvestment and Stock Purchase Plan who are requesting authorization from BioMed Realty Trust, Inc. to make optional cash payment under the Plan in excess of the maximum limit of $10,000 during any calendar month.

A new form must be completed each time the Participant wishes to make an optional cash payment in excess of the $10,000 monthly maximum limit.

The Participant submitting this form hereby certifies that (i) the information contained herein is true and correct as of the date of this form; (ii) the Participant has received a current copy of the Prospectus relating to the Plan; and (iii) the Participant shall submit a copy of this Request for Waiver (approved by BioMed Realty Trust, Inc.) to The Bank of New York at the same time an Enrollment Form and the optional cash payments are submitted by the Participant. The Participant further certifies that (i) it is not purchasing shares pursuant to this Request for Waiver to engage in arbitrage activities, (ii) it has not sold and will not sell shares of BioMed Realty Trust, Inc. common stock (including short sales) during the ten trading day period immediately prior to the date shares will be issued to it pursuant to this Request for Waiver, and (iii) it is not engaging in an unlawful distribution of BioMed Realty Trust, Inc. common stock or engaging in underwriting activities as defined under applicable United States federal law or the laws of any state.


Participant’s Signature		Social Security Number(s) Date

Participant’s Signature		Address

Print name as it appears on share certificate		City State Zip

Print name as it appears on share certificate

Optional Cash Payment Amount		Payment must be made by wire transfer to:
		[INSERT WIRE INSTRUCTIONS]

ACCEPTED BY BIOMED REALTY TRUST, INC.


Name:
Title:
Date:

This Request for Waiver may be withdrawn by the Participant in accordance with the terms of the Plan.

Biomed Realty Trust Inactive S-3ASRAutomatic shelf registration