AGREEMENT AND PLAN OF MERGER by and among PROLOGIS, INC., PROLOGIS, L.P., LAMBDA REIT ACQUISITION LLC, LAMBDA OP ACQUISITION LLC, LIBERTY PROPERTY TRUST, LIBERTY PROPERTY LIMITED PARTNERSHIP and LEAF HOLDCO PROPERTY TRUST Dated as of October 27, 2019Agreement and Plan of Merger • October 28th, 2019 • Prologis, L.P. • Real estate • Maryland
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of October 27, 2019, is made by and among PROLOGIS, INC., a Maryland corporation (“Parent”), PROLOGIS, L.P., a Delaware limited partnership (“Parent OP”), LAMBDA REIT ACQUISITION LLC, a Maryland limited liability company and a wholly owned subsidiary of Parent (“Prologis Merger Sub”), LAMBDA OP ACQUISITION LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent OP (“Prologis OP Merger Sub” and, together with Parent, Parent OP and Prologis Merger Sub, the “Parent Parties”), LIBERTY PROPERTY TRUST, a Maryland real estate investment trust (the “Company”), LIBERTY PROPERTY LIMITED PARTNERSHIP, a Pennsylvania limited partnership (the “Partnership”) and LEAF HOLDCO PROPERTY TRUST, a Maryland real estate investment trust and a wholly owned subsidiary of the Company (“New Liberty Holdco” and, together with the Company and the Partnership, the “Company Parties”). Parent, Parent OP, Prologis Merger Sub, Prol
