Corporation and continue to be entitled to the same rights and benefits that they enjoyed as employees and agents of PS Business Parks (CA).
6. Further Assurances. From time to time, as and when required by the Surviving Corporation or by its successors or assigns, there shall be executed and
delivered on behalf of PS Business Parks (CA) such deeds and other instruments, and there shall be taken or caused to be taken by it all such further and other action, as shall be appropriate, advisable or necessary in order to vest, perfect or
confirm, of record or otherwise, in the Surviving Corporation the title to and possession of all property, interests, assets, rights, privileges, immunities, powers, franchises and authority of PS Business Parks (CA), and otherwise to carry out the
purposes of this Agreement. The officers and directors of the Surviving Corporation are fully authorized in the name and on behalf of PS Business Parks (CA) or otherwise, to take any and all such action and to execute and deliver any and all such
deeds and other instruments.
7. Conversion of Shares. At the Effective Time, by virtue of the Merger and without any action on the part of the holder
thereof:
(i) each share of PS Business Parks (CA) Common Stock issued and outstanding immediately prior to the Effective Time shall be
automatically converted into one (1) validly issued, fully paid and nonassessable share of PS Business Parks (MD) Common Stock;
(ii) each
share of PS Business Parks (MD) Common Stock issued and outstanding immediately prior to the Effective Time and held by PS Business Parks (CA) shall be cancelled, without any consideration being issued or paid therefor, and shall resume the
status of authorized and unissued shares of PS Business Parks (MD) Common Stock, and no shares of PS Business Parks (MD) Common Stock or other securities of the Surviving Corporation shall be issued in respect thereof;
(iii) each share of 5.20% Cumulative Preferred Stock, Series W, par value $0.01 per share, of PS Business Parks (CA) issued and outstanding immediately
prior to the Effective Time shall be automatically converted into one (1) validly issued, fully paid and nonassessable share of 5.20% Cumulative Preferred Stock, Series W, par value $0.01 per share, of PS Business Parks (MD), and, in accordance
with Section 4.6 of the applicable Deposit Agreement creating the Depositary Shares, each Depositary Share representing 1/1,000 of a share of 5.20% Cumulative Preferred Stock, Series W, of PS Business Parks (CA) shall thereafter represent one
(1) validly issued, fully paid and nonassessable Depositary Share representing 1/1,000 of a share of 5.20% Cumulative Preferred Stock, Series W, of PS Business Parks (MD);
(iv) each share of 5.25% Cumulative Preferred Stock, Series X, par value $0.01 per share, of PS Business Parks (CA) issued and outstanding immediately
prior to the Effective Time shall be automatically converted into one (1) validly issued, fully paid and nonassessable share of 5.25% Cumulative Preferred Stock, Series X, par value $0.01 per share, of PS Business Parks (MD), and, in accordance
with Section 4.6 of the applicable Deposit Agreement creating the Depositary Shares, each Depositary Share representing 1/1,000 of a share of 5.25% Cumulative Preferred Stock, Series X, of PS Business Parks (CA) shall thereafter represent one
(1) validly issued, fully paid and nonassessable Depositary Share representing 1/1,000 of a share of 5.25% Cumulative Preferred Stock, Series X, of PS Business Parks (MD);
(v) each share of 5.20% Cumulative Preferred Stock, Series Y, par value $0.01 per share, of PS Business Parks (CA) issued and outstanding immediately
prior to the Effective Time shall be automatically converted into one (1) validly issued, fully paid and nonassessable share of 5.20% Cumulative Preferred Stock, Series Y, par value $0.01 per share, of PS Business Parks (MD), and, in accordance
with Section 4.6 of the applicable Deposit Agreement creating the Depositary Shares, each Depositary Share representing 1/1,000 of a share of 5.20% Cumulative Preferred Stock, Series Y, of PS Business Parks (CA) shall thereafter represent one
(1) validly issued, fully paid and nonassessable Depositary Share representing 1/1,000 of a share of 5.20% Cumulative Preferred Stock, Series Y, of PS Business Parks (MD); and
(vi) each share of 4.875% Cumulative Preferred Stock, Series Z, par value $0.01 per share, of PS Business Parks (CA) issued and outstanding immediately
prior to the Effective Time shall be automatically converted into
PS Business
Parks 2021 Proxy Statement A-3