BLAIR LEE III, Acting Governor                            1305

(E)    NOTICE WHICH STATES THAT A PURPOSE OF A MEETING
WILL BE TO ACT UPON THE PROPOSED MERGER SHALL BE GIVEN BY
EACH MARYLAND REAL ESTATE INVESTMENT TRUST IN THE MANNER
PROVIDED FOR CORPORATIONS BY TITLE II OF THIS ARTICLE TO:

(1)    EACH OF ITS SHAREHOLDERS ENTITLED TO VOTE
ON THE PROPOSED TRANSACTION; AND

(2)    EACH OF ITS SHAREHOLDERS NOT ENTITLED TO
VOTE ON THE PROPOSED TRANSACTION, EXCEPT THE SHAREHOLDERS OF
A SUCCESSOR IN A MERGER IF THE MERGER DOES NOT ALTER THE
CONTRACT RIGHTS OF THEIR SHARES AS EXPRESSLY SET FORTH IN
THE DECLARATION OF TRUST.

(F)    EXCEPT AS PROVIDED IN §8-202(C) OF THIS TITLE,
THE PROPOSED MERGER SHALL BE APPROVED BY THE SHAREHOLDERS OF
EACH MARYLAND REAL ESTATE INVESTMENT TRUST BY THE
AFFIRMATIVE VOTE OF TWO-THIRDS OF ALL THE VOTES ENTITLED TO
BE CAST ON THE MATTER.

(G)    ARTICLES OF MERGER CONTAINING PROVISIONS REQUIRED
BY §3-109 OF THIS ARTICLE AND SUCH OTHER PROVISIONS AS MAY
BE PERMITTED BY THAT SECTION SHALL BE:

(1)    EXECUTED FOR EACH PARTY TO THE ARTICLES IN
THE MANNER REQUIRED BY TITLE 1 OF THIS ARTICLE; AND

(2)    FILED FOR THE RECORD WITH THE DEPARTMENT.

(H) (1) A PROPOSED MERGER MAY BE ABANDONED BEFORE
THE EFFECTIVE DATE OF THE ARTICLES:

(I)    IF THE ARTICLES SO PROVIDE, BY
MAJORITY VOTE OF THE ENTIRE BOARD OF TRUSTEES OF ANY ONE
BUSINESS TRUST PARTY TO THE ARTICLES OR OF THE ENTIRE BOARD
OF DIRECTORS OF ANY ONE CORPORATION PARTY TO THE ARTICLES;
OR

(II)   UNLESS THE ARTICLES             PROVIDE
OTHERWISE, BY MAJORITY VOTE OF THE ENTIRE BOARD OF   TRUSTEES
OF EACH MARYLAND REAL ESTATE INVESTMENT TRUST PARTY     TO THE
ARTICLES.

(2)    IF THE ARTICLES HAVE BEEN FILED WITH THE
DEPARTMENT, NOTICE OF THE ABANDONMENT SHALL BE GIVEN
PROMPTLY TO THE DEPARTMENT.

(3)    (I) IF THE PROPOSED MERGER IS ABANDONED
AS PROVIDED IN THIS SUBSECTION, NO LEGAL LIABILITY ARISES
UNDER THE ARTICLES.

(II) AN ABANDONMENT DOES NOT PREJUDICE THE
RIGHTS OF ANY PERSON UNDER ANY OTHER CONTRACT MADE BY A
BUSINESS TRUST OR A CORPORATION PARTY TO THE PROPOSED
ARTICLES IN CONNECTION WITH THE PROPOSED MERGER.

(I) EACH SHAREHOLDER OF A MARYLAND REAL ESTATE
INVESTMENT TRUST OBJECTING TO A MERGER OF THE MARYLAND REAL