AGREEMENT AND PLAN OF MERGERMerger Agreement • October 27th, 2004 • Winthrop Residential Associates Ii • Real estate • Maryland
This AGREEMENT AND PLAN OF MERGER, dated as of October 21, 2004 (this “Agreement”), is by and among (a) ERI/RES II LLC, a Massachusetts limited liability company (the “RESI II Fund”), (b) ERI/RES II MERGER SUB LIMITED PARTNERSHIP, a Maryland limited partnership (“Merger Sub”), (c) WINTHROP RESIDENTIAL ASSOCIATES II, A LIMITED PARTNERSHIP, organized under the laws of the State of Maryland (the “Partnership”), (d) ONE WINTHROP PROPERTIES, INC., a Massachusetts corporation (as to itself and as the sole managing general partner of the Partnership prior to the Effective Time, “One Winthrop”) and LINNAEUS-HAWTHORNE ASSOCIATES LIMITED PARTNERSHIP, organized under the laws of Massachusetts (as to itself and as the sole non-managing general partner of the Partnership prior to the Effective Time, “Linnaeus-Hawthorne”), and (e) ERI/RES II GP LLC, a Massachusetts limited liability company (as the sole general partner of the Partnership at and after the Effective Time the “ERG Affiliate”). All refe
