PLAN OF MERGER Burlington Community Land Trust, Inc. and Lake Champlain Housing Development Corporation 2 TABLE OF CONTENTS PLAN OF MERGER BETWEEN BURLINGTON COMMUNITY LAND TRUST, INC. AND LAKE CHAMPLAIN HOUSING DEVELOPMENT CORPORATION Agreement and Plan of Merger Section 1: The Merger Section 2: Modifications to BCLT’S Articles and Bylaws Section 3: Transfer of Assets and Liabilities Section 4: Delivery of Possession; Continuity of Operations Section 5: Assumption of Liabilities/Insurance Section 6: Conditions Regarding Notice to and Consent from Third Parties 6.1 Background 6.2: LCHDC or BCLT as Mortgagor 6.3: LCHDC or BCLT as Grantee 6.4: LCHDC or BCLT as Holder of an Option/Right of Refusal for Properties Held by a Limited Partnership 6.5: Other Options to Purchase 6.6: Ground Lease Agreements 6.7: Mortgage Riders 6.8: Housing Subsidy Covenants 6.9: Rehabilitation Loans 6.10: Partnerships; Other Entities Section 7: Conditions of LCHDC’S Obligations Section 8: Conditions of BCLT’S Obligations Section 9: Conditions of BCLT’S and LCHDC’S Obligations Section 10: Warranties and Representations Section 11: Transfer of Property Section 12: Personnel Section 13: Closing and Closing Date Section 14: Filings with Governmental Agencies Section 15: Miscellaneous Provisions 3 Exhibits to Plan of Merger A. Amendments to BCLT Articles of Association. B. Amended Bylaws of BCLT/Champlain Housing Trust, Inc. C. List of Real Properties Owned by LCHDC and Lenders for each Property. D. Summary of LCHDC’s personal property. E. List of Real Properties Owned by BCLT and Lenders for each Property. 4 PLAN OF MERGER This Plan of Merger (hereafter this “Plan of Merger”), effective the 1st day of October 2006 (the “Effective Date”), is by and between the Burlington Community Land Trust, Inc., a Vermont non-profit corporation with its principal place of business at 179 South Winooski Avenue, Burlington, Vermont (hereinafter referred to as “BCLT”), and Lake Champlain Housing Development Corporation, a Vermont non-profit corporation with its principal place of business at 220 Riverside Avenue, Burlington, Vermont (hereinafter referred to as “LCHDC”). This Plan of Merger incorporates all exhibits and attachments to this Plan of Merger. WHEREAS, LCHDC develops, rehabilitates, operates, preserves and provides affordable housing to low, very low and moderate income persons in Chittenden, Grand Isle and Franklin counties in the State of Vermont; and WHEREAS, BCLT develops, rehabilitates, operates, preserves and provides affordable rental housing, cooperative housing and home ownership opportunities to low, very low and moderate income persons in Chittenden, Grand Isle and Franklin counties in the State of Vermont; and WHEREAS, the parties desire to combine their operations into a single corporation (hereinafter referred to as the “merger”), pursuant to Chapter 11 of the Vermont Nonprofit Corporation Act, 11B V.S.A. Chapter 11 (the “Act”); and WHEREAS, LCHDC and BCLT have each worked for over two decades on the development and preservation of affordable housing for low and moderate income persons in overlapping regions; WHEREAS, LCHDC and BCLT consider themselves to be equally involved in the effort to secure and preserve affordable housing for low and moderate income persons; WHEREAS, LCHDC and BCLT have determined that it would strengthen their respective and almost identical charitable missions to merge their operations pursuant to Vermont law; WHEREAS, LCHDC and BCLT have decided that the merged corporation would be a membership corporation; WHEREAS, BCLT is a membership organization with a Board of Directors and LCHDC is governed solely by a Board of Directors; WHEREAS, based on the decision that the new corporation will be a membership organization and the fact that BCLT is already a membership organization, the parties have agreed that BCLT will be the surviving corporation. WHEREAS, consistent with the merger, the parties believe that it is in their best interests to achieve their mutual objectives by transferring the assets of LCHDC to BCLT in exchange for the assumption by BCLT of all of the liabilities of LCHDC, as more fully set forth in this Plan of Merger. NOW THEREFORE, in consideration of the mutual promises and covenants herein expressed, it is hereby agreed as follows: SECTION 1 THE MERGER 1.1 Upon the terms and conditions set forth in this Plan of Merger, and in accordance with the Act, LCHDC shall be merged with and into BCLT on the Effective Date. Following the merger, the separate existence of LCHDC shall cease and BCLT shall continue as the surviving corporation and 5 shall succeed to and assume all of the rights and obligations of LCHDC in accordance with the Act. BCLT shall amend its Articles of Association in conjunction with the merger. One of the amendments provides that on the date of merger, the name of the merged corporation shall be “Champlain Housing Trust, Inc.” The surviving corporation shall hereafter be referred to in this Plan of Merger as “Champlain Housing Trust, Inc.”. References to pre-merger activities by LCHDC and BCLT shall be referred to by their respective pre-merger names. 1.2 The merger shall become effective on October 1, 2006. All documents required by this Plan of Merger to be executed in connection with the Merger shall be executed not later than the Closing Date. The Closing Date is defined in Section 13.1 of this Plan of Merger. SECTION 2 MODIFICATIONS TO BCLT’S ARTICLES AND BYLAWS 2.1 The parties have agreed that the Articles of Association of BCLT shall be modified consistent with the language contained in Exhibit A and that the Amended Articles of Association shall be recorded with the Vermont Secretary of State’s Office on the Effective Date. 2.2 The Amended Articles shall be effective as of the Effective Date. 2.3 The parties have agreed that the Bylaws of BCLT shall be amended consistent with the language contained in Exhibit B and that on and after the Effective Date, Champlain Housing Trust, Inc. shall operate consistent with the Amended Bylaws set forth in Exhibit B, except as the same may thereafter be further amended in accordance with its provisions. 2.4 The Amended Bylaws shall be effective as of the Effective Date. SECTION 3 TRANSFER OF ASSETS AND LIABILITIES 3.1 In reliance upon the mutual representations, warranties and covenants of BCLT and LCHDC and upon the terms and subject to the conditions of this Plan of Merger and in accordance with the Act, BCLT hereby agrees to acquire and accept, and LCHDC hereby agrees to and does grant, convey, transfer, assign and deliver to BCLT as of the Effective Date, any and all of LCHDC’s right, title and interest to all of the assets of LCHDC, real, personal and mixed, tangible and intangible, of whatever nature and wherever located (hereinafter referred to collectively as the “Assets”) including, but not limited to, the following: (a) All real property owned by LCHDC, as well as all leases in which LCHDC is the Lessor, including, but not limited to, those properties described In Exhibit C; (b) All leases to real property in which LCHDC is the Lessee, a list of which has been provided to BCLT; (c) All grants in effect for the performance of services by LCHDC; a list of which has been provided to BCLT; (d) All stock in any company or corporation, including, without limitation, Lake Champlain Housing Ventures, Inc.; (“LCHV”) and L.C. Marketplace Corporation; (e) All of the furniture, fixtures, equipment, and machinery whether owned or leased including, but not limited to, those items summarized in Exhibit D and provided in detail to BCLT by September 1, 2006; (f) All cash on hand and due from banks and others; (g) All securities of every kind and type; (h) All contract rights (including, without limitation, rights under any lease), accounts receivable, and promissory notes to LCHDC or similar promises to pay LCHDC; (i) All business records and books; 6 (j) All tenant records, including any waiting lists and claims against tenants; (k) Originals or photocopies of all available office records and payroll records related to the operation of LCHDC, including financial statements, accounting ledgers and tax returns of LCHDC; (l) All donor lists; (m) All computer software, hardware and supporting documentation and user’s manuals; (n) Any and all rights under funding agreements or contracts with federal, state, local governments and others; (o) LCHDC’s good will; (p) all claims of LCHDC and all defenses to claims against LCHDC; 3.2 All of the property, as well as all rights and interests of LCHDC, whether or not listed above or in the Exhibits referenced above and attached hereto, shall be deemed to be transferred to and vested in Burlington Community Land Trust, Inc./Champlain Housing Trust, Inc. without further act or deed as of the Effective Date, in accordance with the Act. 3.3 LCHDC, consistent with the Act, does hereby irrevocably authorize and empower Champlain Housing Trust, Inc., its officers, directors, employees and agents, to have and exercise, as of the Effective Date, all of the same rights, privileges and discretionary powers with respect to the Assets, either in its own right or for the benefit of others, as LCHDC, its officers, directors, employees and agents, or any of them, formerly might have exercised, together with the same powers of delegation and substitution. 3.4 All proceeds, rents and income of the Assets, and all gifts, contributions, bequests or other funds received by LCHDC in any form on or after the Effective Date, whether accruing or receivable before or after the Effective Date, shall be immediately delivered to Champlain Housing Trust, Inc. 3.5 On or after the Effective Date, LCHDC and its directors, officers, employees and agents shall use its and their best efforts to assist Champlain Housing Trust, Inc.