THE SECURITIES REPRESENTED HEREBY AND ISSUABLE UPON EXERCISE HEREOF HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR
UNDER THE SECURITIES LAWS OF ANY STATE. ALL SUCH SECURITIES ARE SUBJECT TO
RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD
EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS,
PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE ISSUER OF SUCH SECURITIES
MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY
TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN
COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
Void after 5:00 p.m. New York Time, on June 21, 2002.
BRANDYWINE REALTY TRUST
Warrant Agreement for the Purchase of Shares of Common Stock
------------------------------------------------------------
No. 1 59,949 Shares
FOR VALUE RECEIVED, BRANDYWINE REALTY TRUST, a Maryland real
estate investment trust (the "Company"), with its principal office at Two
Greentree Centre, Suite 100, Marlton, New Jersey 08053, hereby certifies that
Turkey Vulture Fund XIII, Ltd. or its assigns (the "Holder") is entitled,
subject to the provisions of this Warrant, to purchase from the Company, at any
time before 5:00 p.m. (Eastern Time) on June 21, 2002 (the "Expiration Date"),
the number of fully paid and nonassessable common shares of beneficial interest
of the Company (the "Common Stock") set forth above, subject to adjustment as
hereinafter provided.
The Holder may purchase such number of shares of Common Stock
at a purchase price per share (as appropriately adjusted pursuant to Section 6
or Section 8 hereof) of Six Dollars and 50/100 Cents ($6.50) (the "Exercise
Price"). As provided in Section 6(i), the term "Common Stock" shall mean the
aforementioned Common Stock of the Company, together with any other equity
securities that may be issued by the Company in addition thereto or in
substitution therefor as provided herein.
The number of shares of Common Stock to be received upon the
exercise of this Warrant and the price to be paid for a share of Common Stock
are subject to adjustment from time to time as hereinafter set forth. The shares
of Common Stock deliverable upon such exercise, as adjusted from time to time,
are hereinafter sometimes referred to as "Warrant Shares."
Section 1. Exercise of Warrant. (a) This Warrant may be
exercised in whole or in part on any business day (the "Exercise Date") and on
or before the Expiration Date by
presentation and surrender hereof to the Company at its principal office at the
address set forth in the initial paragraph hereof or at the office of its stock
transfer or warrant agent, if any, (or at such other address as the Company may
hereafter notify the Holder in writing) with the Purchase Form annexed hereto
duly executed and accompanied by proper payment of the Exercise Price in lawful
money of the United States of America in the form of a check, subject to
collection, for the number of Warrant Shares specified in the Purchase Form. If
this Warrant should be exercised in part only, the Company shall, upon surrender
of this Warrant, execute and deliver a new Warrant evidencing the rights of the
Holder thereof to purchase the balance of the Warrant Shares purchasable
hereunder. Upon receipt by the Company of this Warrant and such Purchase Form,
together with proper payment of the Exercise Price, at such office, the Holder
shall be deemed to be the holder of record of the Warrant Shares,
notwithstanding that the stock transfer books of the Company shall then be
closed or that certificates representing such Warrant Shares shall not then be
actually delivered to the Holder. The Company shall pay any and all documentary
stamp or similar issue or transfer taxes payable in respect of the issue or
delivery of the Warrant Shares.
(b) In addition to and without limiting the rights of the
Holder under any other terms set forth herein, the Holder shall have, upon
written request by the Holder delivered or transmitted to the Company together
with this Warrant, the right (the "Conversion Right") to require the Company to
convert this Warrant into shares of Common Stock as follows: upon exercise of
the Conversion Right, the Company shall deliver to the Holder (without payment
by the Holder of any Exercise Price) that number of shares of Common Stock that
is equal to the quotient obtained by dividing (x) the value of this Warrant at
the time the Conversion Right is exercised (determined by subtracting the
aggregate Exercise Price in effect immediately prior to the exercise of the
Conversion Right from the aggregate current market value (determined as provided
in Section 3 below) of the shares of Common Stock issuable upon exercise of this
Warrant immediately prior to the exercise of the Conversion Right) by (y) the
current market value of one share of Common Stock (determined as provided in
Section 3 below) immediately prior to the exercise of the Conversion Right.
The Conversion Right referred to above may be exercised by the
Holder by surrender of this Warrant at the principal office of the Company or at
the offices of its stock transfer or warrant agent, if any, together with a
written statement specifying that the Holder thereby intends to exercise the
Conversion Right. Certificates for shares of Common Stock issuable upon exercise
of the Conversion Right shall be delivered to the Holder within fifteen (15)
days following the Company's receipt of this Warrant together with the aforesaid
written statement.
(c) Notwithstanding anything herein to the contrary, in no
event shall the Company be required to issue shares of Common Stock upon the
exercise hereof if, at the time of such exercise, the issuance of such shares
would be restricted by Section 3.3(a) of the Company's Declaration of Trust, as
in effect on the date hereof; provided that if the amendment to the Declaration
of Trust intended to eliminate Section 3.3(a) is approved by shareholders of the
Company, the foregoing provision of this Section 1(c) shall have no force and
effect.
-2-
Notwithstanding anything herein to the contrary, in no event shall the Company
be required to issue shares of Common Stock upon the exercise hereof if and to
the extent that, at the time of such exercise, the sum of the market value of
such shares (as determined in accordance with the provisions of Section 3-601 et
seq. of the Maryland General Corporation Law), plus the VEI and VOS, would
exceed 4.9% of the total market value of the outstanding stock of the Company as
of such date (as determined in accordance with said statute). As used herein,
the terms "VEI" and "VOS" shall have the respective meanings assigned to them in
the Promissory Note dated the date hereof issued by the Company to the Holder.
Section 2. Reservation of Shares. The Company shall reserve at
all times for issuance and delivery upon exercise of this Warrant all shares of
its Common Stock or other shares of capital stock of the Company from time to
time issuable upon exercise of this Warrant. All such shares shall be duly
authorized and, when issued upon the exercise of the Warrant in accordance with
the terms hereof, shall be validly issued, fully paid and nonassessable, free
and clear of all taxes, liens, security interests, charges and other
encumbrances or restrictions (other than restrictions pursuant to applicable
federal and state securities laws) and free and clear of all preemptive rights.
If the Common Stock is listed on any national securities exchange or The NASDAQ
National Market, the Company shall also list the shares issued upon exercise of
the Warrant on such exchange, subject to notice of issuance, or maintain the
listing of its Common Stock on the NASDAQ system, as the case may be.
Section 3. Fractional Interest. The Company will not issue a
fractional share of Common Stock or scrip upon any exercise or conversion of
this Warrant. Instead, the Company will deliver its check for the "current
market value" of the fractional share. The "current market value" of a fraction
of a share is determined as follows: multiply the "current market price" of a
full share by the fraction of a share and round the result to the nearest cent.
The "current market price" of a share of Common Stock shall be
determined as follows:
(a) If the Common Stock is listed on a national securities
exchange or admitted to unlisted trading privileges on such exchange or listed
for trading on The NASDAQ National Market, the current market price shall be the
mean of the last reported sale prices of the Common Stock on such exchange or
system over the last ten (10) business days prior to the date of exercise of
this Warrant, or if no such sale is made on such day, the average closing bid
and asked prices of the Common Stock for such day on such exchange or system; or
(b) If the Common Stock is not so listed or admitted to
unlisted trading privileges, the current market price shall be the mean of the
last reported bid and asked prices reported by the National Quotation Bureau,
Inc., over the last ten (10) business days prior to the date of exercise of this
Warrant; or
(c) If the Common Stock is not so listed or admitted to
unlisted trading privileges and bid and asked prices are not so reported, the
current market price per share shall
-3-
be an amount, not less than 90% of the book value per share of the Common Stock
as at the end of the most recent fiscal year of the Company ending prior to the
date of the exercise of this Warrant, determined in such reasonable manner as
may be prescribed in good faith by the Board of Trustees of the Company.
Section 4. Exchange, Transfer, Assignment or Loss of Warrant.
(a) The Holder of this Warrant may not transfer or assign its
interest in this Warrant, or any of the Warrant Shares, in whole or in part,
unless, prior to any such transfer, the transferee agrees in writing, in form
and substance reasonably satisfactory to the Company, to be bound by the terms
of this Agreement and provides the Company with an opinion of counsel in such
form reasonably acceptable to the Company, that such transfer would not be in
violation of the Act or any applicable state securities or blue sky laws.
(b) Subject to the provisions of subsection (a) above and
Section 10, upon surrender of this Warrant to the Company or its stock transfer
agent or warrant agent, accompanied by the Assignment Form annexed hereto duly
executed and funds sufficient to pay any transfer tax, the Company shall,
without charge, execute and deliver a new Warrant or Warrants in the name of the
assignee or assignees named in such instrument of assignment and, if the
Holder's entire interest is not being assigned, in the name of the Holder, and
this Warrant shall promptly be canceled.
(c) This Warrant may be divided by or combined with other
Warrants which carry the same rights upon presentation hereof at the principal
office of the Company or at the office of its stock transfer or warrant agent,
if any, together with a written notice specifying the names and denominations in
which new Warrants are to be issued and signed by the Holder hereof. The term
"Warrant" as used herein includes any warrants into which this Warrant may be
divided or exchanged.
(d) Upon receipt of evidence satisfactory to the Company of
the loss, theft, destruction or mutilation of this Warrant, and (in the case of
loss, theft or destruction) of indemnification reasonably satisfactory to the
Company, and upon surrender and cancellation of this Warrant, if mutilated, the
Company shall execute and deliver a new Warrant of like tenor and date
registered in the Holder's name representing the number of shares purchasable
under the original Warrant. Any such new Warrant executed and delivered shall
constitute an additional contractual obligation of the Company, whether or not
the original Warrant shall be at any time enforceable by anyone.
Section 5. Rights of the Holder. The Holder shall not, by
virtue hereof, be entitled to any rights of a shareholder in the Company, either
at law or equity, and the rights of the Holder are limited to those set forth in
this Warrant.
-4-
Section 6. Adjustment of Exercise Price and Number of Shares.
The number and kind of securities purchasable upon the exercise of each Warrant
and the Exercise Price shall be subject to adjustment from time to time upon the
occurrence of certain events, as follows:
(a) Adjustment for Change in Capital Stock. If at any time
after the date hereof, the Company:
(i) pays a dividend or makes a distribution on its
Common Stock in shares of its Common Stock;
(ii) subdivides its outstanding shares of Common
Stock into a greater number of shares;
(iii) combines its outstanding shares of Common Stock
into a smaller number of shares;
(iv) makes a distribution on its Common Stock in
shares of its capital stock other than Common Stock;
or
(v) issues by reclassification of its Common Stock
any shares of its capital stock;
then the Exercise Price in effect (and the number of Warrant Shares and other
securities, if any, issuable upon exercise of this Warrant) immediately prior to
such action shall be adjusted so that the Holder may receive upon exercise of
the Warrant, and payment of the same aggregate consideration, the number of
shares of capital stock of the Company which the Holder would have owned
immediately following such action if the Holder had exercised the Warrants
immediately prior to such action.
The adjustment shall become effective immediately after the
record date in the case of a dividend or distribution, and immediately after the
effective date in the case of a subdivision, combination or reclassification.
-5-
(b) Adjustment for Other Distributions. If at any time after
the date hereof, the Company distributes to all holders of its Common Stock any
of its assets or debt securities, the Exercise Price following the record date
for such distribution shall be adjusted in accordance with the following
formula:
M-F
---
E' = E x M
where: E' = the adjusted Exercise Price.
E = the Exercise Price immediately prior to the adjustment.
M = the current market price (as defined in Section 3
above) per share of Common Stock on the record date of
the distribution.
F = the aggregate fair market value (determined in such
reasonable manner as may be prescribed in good faith by
the Board of Trustees of the Company) on the record
date of the distribution of the assets or debt
securities divided by the number of outstanding shares
of Common Stock.
The adjustment shall be made successively whenever any such
distribution is made and shall become effective immediately after the record
date for the determination of shareholders entitled to receive the distribution
or the effective date of such issuance, as applicable. In the event that such
distribution or issuance is not actually made, the Exercise Price shall again be
adjusted to the Exercise Price as determined without giving effect to the
calculation provided hereby.
This subsection does not apply to cash dividends or cash
distributions paid out of consolidated current or retained earnings as shown on
the books of the Company and paid in the ordinary course of business.
(c) Adjustment for Common Stock Issue. (i) If at any time
after the date hereof, the Company issues shares of Common Stock for a
consideration per share that is less than the current market price per share
(determined as provided in Section 3 above) on the date the Company fixes the
offering price of such additional shares, the Exercise Price shall be adjusted
in accordance with the following formula:
E' = Y x [O + (P / E)]
-------------
A
where: E' = the adjusted Exercise Price.
Y = the then current Exercise Price immediately prior to
the adjustment.
-6-
O = the number of shares outstanding immediately prior to
the issuance of such additional shares.
P = the aggregate consideration received for the issuance
of such additional shares.
E = the current market price (determined as provided in
Section 3 above) immediately prior to the adjustment.
A = the number of shares outstanding immediately after the
issuance of such additional shares.
The adjustment shall be made successively whenever any such
issuance is made, and shall become effective immediately after such issuance.
(ii) This subsection 6(c) does not apply to (A) any of the
transactions described in subsections (b) and (d) of this Section 6, (B) Common
Stock issued pursuant to options and warrants outstanding on the date hereof,
(C) Common Stock issued to officers, trustees, directors or employees of, or
consultants to, the Company and its affiliates upon the exercise of warrants,
rights or options which (x) are issued pursuant to employee benefit plans,
employment agreements or consulting agreements, in each case approved by the
Company's Board of Trustees or an appropriate committee of the Company's Board
of Trustees, and (y) have an exercise price not less than 85% of the current
market price of the Company's Common Stock at the time of issuance of such
warrant, right or option, (D) Common Stock issued in exchange for Class A units
of limited partnership interest in Brandywine Operating Partnership, L.P.
issuable to Safeguard Scientifics, Inc. ("SSI"), The Nichols Company ("TNC"),
and certain other persons in connection with the transactions (the "SSI/TNC
Transaction") contemplated by the Letter of Intent dated March 20, 1996, by and
among the Company, SSI and TNC, (E) up to 730,000 shares of Common Stock
reserved for issuance upon exercise of warrants to be issued to certain
employees of the Company and TNC in connection with the SSI/TNC Transaction, (F)
up to 775,000 shares of Common Stock reserved for issuance to SSI upon the
exercise of a warrant to be issued to it in connection with the SSI/TNC
Transaction, (G) Common Stock issued to the Holder in connection with the
repayment of its loan to the Company or in connection with the exercise of any
warrants issued to the Holder in connection with any such repayment (the
"Repayment Warrants"), and (H) any securities sold to the public in connection
with an underwritten public offering of the Company's securities.
(d) Adjustment for Convertible Securities Issue. If at any
time after the date hereof, the Company issues for consideration any securities
convertible into or exchangeable or exercisable for Common Stock for
consideration per share of Common Stock initially deliverable upon conversion,
exchange or exercise of such securities, together with the consideration paid
upon issuance of such securities, less than the current market price per share
(determined as
-7-
provided in Section 3 above) on the date of issuance of such securities, the
Exercise Price shall be adjusted in accordance with this formula:
E' = Y x [O + (P / E)]
-------------
O + D
where: E' = the adjusted Exercise Price.
Y = the then current Exercise Price immediately prior to
the adjustment.
O = the number of shares outstanding immediately prior to
the issuance of such securities.
P = the aggregate consideration received and receivable for
the issuance of such securities.
E = the current market price (determined as provided in
Section 3 above).
D = the maximum number of shares deliverable upon
conversion, exchange or exercise of such securities at
the initial conversion, exchange or exercise rate.
The adjustment shall be made successively whenever any such
issuance is made, and shall become effective immediately after such issuance. If
all of the Common Stock deliverable upon conversion, exchange or exercise of
such securities has not been issued when such securities are no longer
outstanding, then the Exercise Price shall promptly be readjusted to the
Exercise Price which would then be in effect had the adjustment upon the
issuance of such securities been made on the basis of the actual number of
shares of Common Stock issued upon conversion, exchange or exercise of such
securities.
This subsection does not apply to any of the transactions
described in subsections (c)(ii)(B), (C), (D), (E), (F) and (G) above.
(e) Adjustment to Number of Warrant Shares. Upon each
adjustment to the Exercise Price pursuant to Section 6(c) or (d), the number of
Warrant Shares purchasable hereunder at that Exercise Price shall be adjusted,
to the nearest one hundredth of a whole share, to the product obtained by
multiplying such number of shares purchasable immediately prior to such
adjustment in the Exercise Price by a fraction, the numerator of which shall be
the Exercise Price immediately prior to such adjustment and the denominator of
which shall be the Exercise Price immediately thereafter.
(f) Deferral of Issuance or Payment. In any case in which an
event covered by this Section 6 shall require that an adjustment in the Exercise
Price be made effective as of
-8-
a record date, the Company may elect to defer until the occurrence of such event
(i) issuing to the Holder, if this Warrant is exercised after such record date,
the shares of Common Stock and other capital stock of the Company, if any,
issuable upon such exercise over and above the shares of Common Stock or other
capital stock of the Company, if any, issuable upon such exercise on the basis
of the Exercise Price in effect prior to such adjustment, and (ii) paying to the
Holder by check any amount in lieu of the issuance of fractional shares pursuant
to Section 3.
(g) When No Adjustment Required. No adjustment need be made
for a change in the par value or no par value of the Common Stock.
(h) Notice of Certain Actions. In the event that:
(i) the Company shall authorize the issuance to all
holders of its Common Stock of rights, warrants, options or convertible
securities to subscribe for or purchase shares of its Common Stock, or of any
other subscription rights, warrants, options or convertible securities; or
(ii) the Company shall authorize the distribution to
all holders of its Common Stock of evidences of its indebtedness or assets
(other than dividends paid in or distributions of the Company's capital stock
for which the Exercise Price shall have been adjusted pursuant to subsection (a)
of this Section 6) or cash dividends or cash distributions payable out of
consolidated current or retained earnings as shown on the books of the Company
and paid in the ordinary course of business); or
(iii) the Company shall authorize any capital
reorganization or reclassification of the Common Stock (other than a subdivision
or combination of the outstanding Common Stock and other than a change in par
value of the Common Stock) or of any consolidation or merger to which the
Company is a party and for which approval of any shareholders of the Company is
required (other than a consolidation or merger in which the Company is the
continuing corporation and that does not result in any reclassification or
change of the Common Stock outstanding), or of the conveyance or transfer of the
properties and assets of the Company as an entirety or substantially as an
entirety; or
(iv) the Company is the subject of a voluntary or
involuntary dissolution, liquidation or winding-up procedure; or
(v) the Company proposes to take any action (other
than actions of the character described in subsection (a) of this Section 6)
that would require an adjustment of the Exercise Price pursuant to this Section
6;
then the Company shall cause to be mailed by first-class mail to the Holder, at
least ten (10) days prior to the applicable record or effective date, a notice
stating (x) the date as of which the holders of Common Stock of record to be
entitled to receive any such rights, warrants or distributions are to be
determined, or (y) the date on which any such consolidation, merger,
-9-
conveyance, transfer, dissolution, liquidation or winding-up is expected to
become effective, and the date as of which it is expected that holders of Common
Stock of record shall be entitled to exchange their shares of Common Stock for
securities or other property, if any, deliverable upon such reorganization,
reclassification, consolidation, merger, conveyance, transfer, dissolution,
liquidation or winding-up.
(i) No Adjustment Upon Exercise of Warrants. No adjustments
shall be made under any Section herein in connection with the issuance of
Warrant Shares upon exercise of the Warrants.
(j) Common Stock Defined. The term "Common Stock" shall
include any equity securities of any class of the Company hereinafter authorized
which shall not be limited to a fixed sum or percentage in respect of the right
of the holders thereof to participate in dividends or distributions of assets
upon the voluntary or involuntary liquidation, dissolution or winding up of the
Company. However, subject to the provisions of Section 8 hereof, shares issuable
upon exercise hereof shall include only shares of the class designated as Common
Stock of the Company as of the date hereof or shares of any class or classes
resulting from any reclassification or reclassifications thereof or as a result
of any corporate reorganization as provided for in Section 8 hereof.
(k) Warrants Issued After Adjustments. Irrespective of any
adjustments in the Exercise Price or the number or kind of Warrant Shares
purchasable upon exercise of this Warrant, Warrants theretofore or thereafter
issued may continue to express the same price and number and kind of shares as
are stated in the similar warrants initially issuable pursuant to this
Agreement.
Section 7. Officers' Certificate. Whenever the Exercise Price
shall be adjusted as required by the provisions of Section 6, the Company shall
forthwith file in the custody of its Secretary or an Assistant Secretary at its
principal office an officers' certificate showing the adjusted Exercise Price
determined as herein provided, setting forth in reasonable detail the facts
requiring such adjustment and the manner of computing such adjustment. Each such
officers' certificate shall be signed by the Chairman, President or Chief
Financial Officer of the Company and by the Secretary or any Assistant Secretary
of the Company. A copy of each such officers' certificate shall be promptly
mailed, by certified mail, to each holder of a Warrant and the original shall be
made available at all reasonable times for inspection by any other holder of a
Warrant executed and delivered pursuant to Section 4 hereof.
Section 8. Reclassification, Reorganization, Consolidation or
Merger. In the event of any reclassification, capital reorganization or other
change of outstanding shares of Common Stock of the Company (other than a
subdivision or combination of the outstanding Common Stock and other than a
change in the par value of the Common Stock) or in the event of any
consolidation or merger of the Company with or into another person or entity
(other than a merger in which the Company is the continuing person or entity and
that does not result in any reclassification, capital reorganization or other
change of outstanding shares of Common Stock
-10-
of the class issuable upon exercise of this Warrant) or in the event of any
sale, lease, transfer or conveyance to another person or entity of the property
and assets of the Company as an entirety or substantially as an entirety, the
Company shall, as a condition precedent to such transaction, cause effective
provisions to be made so that the Holder shall have the right thereafter, by
exercising this Warrant, to purchase the kind and amount of shares of stock and
other securities and property (including cash) receivable upon such
reclassification, capital reorganization and other change, consolidation,
merger, sale or conveyance by a holder of the number of shares of Common Stock
that might have been received upon exercise of this Warrant immediately prior to
such reclassification, capital reorganization, change, consolidation, merger,
sale or conveyance. Any such provision shall include provisions for adjustments
in respect of such shares of stock and other securities and property that shall
be as nearly equivalent as may be practicable to the adjustments provided for in
this Warrant. The foregoing provisions of this Section 8 shall similarly apply
to successive reclassifications, capital reorganizations and changes of shares
of Common Stock and to successive consolidations, mergers, sales or conveyances.
In the event that in connection with any such capital reorganization, or
classification, consolidation, merger, sale or conveyance, additional shares of
Common Stock shall be issued in exchange, conversion, substitution or payment,
in whole or in part, for, or of, a security of the Company other than Common
Stock, any such issue shall be treated as an issue of Common Stock covered by
the provisions of Section 6 hereof.
Section 9. Duty to Make Fair Adjustments in Certain Cases. If
any event occurs as to which, in the reasonable opinion of either the Board of
Trustees of the Company or a majority of the holders of the warrants then
outstanding under this Warrant, the Repayment Warrants and the Warrant to be
issued to SSI as part of the SSI/TNC Transaction (the "SSI Warrant"), the
provisions of Section 6 and Section 8 hereof are not strictly applicable or, if
strictly applicable, would not fairly protect the purchase rights of such
warrants in accordance with the essential intent and principles of such
provisions, then the Board of Trustees of the Company and a majority of the
holders of the warrants then outstanding under this Warrant, the Repayment
Warrants and the SSI Warrant shall mutually agree upon an adjustment in the
application of such provisions, in accordance with such essential intent and
principles, so as to protect such purchase rights as aforesaid.
Section 10. Transfer to Comply with the Securities Act of
1933; Registration Rights.
(a) No sale, transfer, assignment, hypothecation or other
disposition of this Warrant or of the Warrant Shares shall be made if such sale,
transfer, assignment, hypothecation or other disposition would result in a
violation of the Act, or any state securities laws. Upon exercise of this
Warrant, the Holder shall, if requested by the Company, confirm in writing, in a
form reasonably satisfactory to the Company, that the shares of Common Stock so
purchased are being acquired solely for the Holder's own account, and not as a
nominee thereof, for investment, and not with a view toward distribution or
resale, except as permitted by the Act, and shall provide such other information
to the Company as the Company may reasonably request. Any Warrant and any
Warrants issued upon substitution for, or upon assignment or transfer of
-11-
this Warrant, as the case may be, and all shares of Common Stock issued upon
exercise hereof or conversion thereof shall bear a legend (in addition to any
legend required by state securities laws) in substantially the form set forth on
the first page of this Warrant, unless and until such securities have been
transferred pursuant to an effective registration statement under the Act or may
be freely sold to the public pursuant to Rule 144 (or any successor rule
thereto) or otherwise.
(b) The Holder and any transferee of the Warrant or the
Warrant Shares issuable hereunder shall have the right to require the Company to
register the Warrant Shares with the Securities and Exchange Commission for
resale as contemplated by Section 3.2.9 of the Loan and Securities Purchase
Agreement dated the date hereof between the Company and the Holder.
Section 11. Modification and Waiver. Neither this Warrant nor
any term hereof may be changed, waived, discharged or terminated other than by
an instrument in writing signed by the Company and by the Holder hereof.
Section 12. Notices. Any notice, request or other document
required or permitted to be given or delivered to the Holder hereof or the
Company shall be delivered or shall be sent by certified mail, postage prepaid,
or by overnight courier to each such Holder at its address as shown on the books
of the Company or to the Company at the address indicated therefor in the first
paragraph of this Warrant.
Section 13. Descriptive Headings and Governing Law. The
description headings of the several sections and paragraphs of this Warrant are
inserted for convenience only and do not constitute a part of this Warrant. This
Warrant shall be construed and enforced in accordance with, and the rights of
the parties shall be governed by, the laws of the State of Maryland.
Section 14. No Impairment. The Company will not knowingly
avoid or seek to avoid the observance or performance of any of the terms to be
observed or performed hereunder by it, but will at all times in good faith
assist in the carrying out of all of the provisions of this Warrant.
Section 15. Non-Recourse. No recourse shall be had for any
obligation of the Company hereunder, or for any claim based thereon or otherwise
in respect thereof, against any past, present or future trustee, shareholder,
officer or employee of the Company, whether by virtue of any statute or rule of
law, or by the enforcement of any assessment or penalty or otherwise, all such
other liability being expressly waived and released by each other party hereto.
-12-
IN WITNESS WHEREOF, the Company has duly caused this Warrant
to be signed by its duly authorized officer and to be dated as of June 21, 1996.
BRANDYWINE REALTY TRUST
By: /s/ Gerald H. Sweeney
---------------------
Title: President & CEO
---------------------
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PURCHASE FORM
Dated:____________
The undersigned hereby irrevocably elects to exercise the
within Warrant to purchase _____________ shares of Common Stock and hereby makes
payment of ___________________________ in payment of the exercise price thereof.
Signature________________________
-14-
ASSIGNMENT FORM
Dated:____________
FOR VALUE RECEIVED,__________________hereby sells, assigns and transfers unto
_______________________________________ (the "Assignee"),
(please type or print in block letters)
________________________________________________________________________________
(insert address)
its right to purchase up to ________ shares of Common Stock represented by this
Warrant and does hereby irrevocably constitute and appoint ____________________
___________ Attorney, to transfer the same on the books of the Company, with
full power of substitution in the premises.
Signature________________
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