AGREEMENT AND PLAN OF MERGER by and among WINSTON HOTELS, INC., WINN LIMITED PARTNERSHIP, WILBUR ACQUISITION HOLDING COMPANY, LLC and WILBUR ACQUISITION, INC.Agreement and Plan of Merger • February 23rd, 2007 • Winston Hotels Inc • Real estate investment trusts • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of February 21, 2007, by and among Winston Hotels, Inc., a North Carolina corporation operating so as to qualify as a real estate investment trust (the “Company”), WINN Limited Partnership, a North Carolina limited partnership whose sole general partner is the Company (the “Operating Partnership” and together with the Company the “Company Parties”), Wilbur Acquisition Holding Company, LLC, a Delaware limited liability company (the “Parent”), Wilbur Acquisition, Inc., a North Carolina corporation and a wholly-owned Subsidiary of Parent (“MergerCo” and together with Parent, the “Buyer Parties”).
PUT AGREEMENTPut Agreement • February 23rd, 2007 • Winston Hotels Inc • Real estate investment trusts • New York
THIS PUT AGREEMENT (the “Agreement”) entered into as of February 20, 2007, by and between CANPARTNERS REALTY HOLDING COMPANY IV LLC, a Delaware limited liability company (“Senior Participant”) and WINN LIMITED PARTNERSHIP, a North Carolina limited partnership (“Junior Participant”) recites and provides:
