PURCHASE AND CONTRIBUTION AGREEMENT
This Purchase and Contribution Agreement (this "Agreement"), dated August 6, 1998, is by and among
Brandywine Realty Trust, a Maryland real estate investment trust ("Buyer Parent"), and Brandywine Operating
Partnership L.P., a Delaware limited partnership ("Buyer OP" and, together with Buyer Parent, "Buyers"), LF
Strategic Realty Investors L.P., Prometheus AAPT Holdings, L.L.C. ("Prometheus"), Commonwealth Atlantic
Operation Properties Inc. ("CAOPI"), Commonwealth Atlantic Land IV Inc. ("CAL IV"), Commonwealth
Atlantic Land II Inc. ("CAL II"), Commonwealth Atlantic Development Inc. ("CAD") and Commonwealth
Atlantic Land Company ("CALC" and, together with CAOPI, CAL IV, CAL II and CAD, individually and
collectively, "CAP Sellers" and, together with Prometheus, individually and collectively, "Sellers").
A. Prometheus now owns in excess of 99% of the outstanding Equity Interests in Atlantic American Properties
Trust ("AAPT"); and CAP Sellers now own all of the Contributed Assets (as defined below).
B. Buyers desire to acquire from Sellers, and Sellers desire to sell or contribute to Buyers, as applicable, all of
the outstanding Equity Interests in AAPT (the "Acquired Equity Interests") and all of the Contributed Assets,
subject to and otherwise in accordance with the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and for other
good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, the parties
hereto, intending to be legally bound, agree as follows:
1.1 Defined Terms. As used herein, the terms below shall have the following meanings (such meanings to be
equally applicable to both the singular and plural forms of the terms defined):
"7350 Tilghman Drive Letter" shall mean the letter agreement, dated as of the date hereof, between Sellers and
Buyers and relating to the as