AGREEMENT AND PLAN OF MERGER DATED AS OF MAY 6, 2022 BY AND AMONG Watermark Lodging Trust, INC., CWI 2 OP, LP, The Parent Entities Named Herein, Ruby Merger Sub I LLC AND Ruby Merger Sub II LPAgreement and Plan of Merger • May 9th, 2022 • Watermark Lodging Trust, Inc. • Real estate investment trusts • Maryland
THIS AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of May 6, 2022, is by and among Watermark Lodging Trust, Inc., a Maryland corporation (the "Company"), Ruby I Holdings LLC, a Delaware limited liability company ("Parent 1"), Ruby II Holdings LLC, a Delaware limited liability company ("Parent 2"), Ruby III Holdings LLC, a Delaware limited liability company ("Parent 3"), and Ruby IV Holdings LLC, a Delaware limited liability company ("Parent 4"; each of Parent 1, Parent 2, Parent 3 and Parent 4 is referred to herein as a "Parent Entity" and such entities are collectively referred to as the "Parent Entities"), Ruby Merger Sub I LLC, a Maryland limited liability company ("Merger Sub I"), Ruby Merger Sub II LP, a Delaware limited partnership ("Merger Sub II"), and CWI 2 OP, LP, a Delaware limited partnership (the "Partnership").
