AGREEMENT AND PLAN OF MERGER BY AND AMONG KIMCO REALTY CORPORATION, KIMCO REALTY OP, LLC, TARPON ACQUISITION SUB, LLC, TARPON OP ACQUISITION SUB, LLC, RPT REALTY AND RPT REALTY, L.P. DATED AS OF AUGUST 28, 2023Merger Agreement • August 28th, 2023 • RPT Realty • Real estate investment trusts • Maryland
THIS AGREEMENT AND PLAN OF MERGER, dated as of August 28, 2023 (this “Agreement”), is by and among Kimco Realty Corporation, a Maryland corporation that has elected to be treated as a real estate investment trust for United States federal income tax purposes (“Parent”), Kimco Realty OP, LLC, a Delaware limited liability company (“Parent OP”), Tarpon Acquisition Sub, LLC, a Delaware limited liability company and direct wholly owned subsidiary of Parent (“Parent Merger Sub”), Tarpon OP Acquisition Sub, LLC, a Delaware limited liability company and direct wholly owned subsidiary of Parent OP (“Parent OP Merger Sub” and, together with Parent, Parent OP and Parent Merger Sub, the “Parent Parties”), RPT Realty, a Maryland real estate investment trust that has elected to be treated as a real estate investment trust for United States federal income tax purposes (the “Company”), and RPT Realty, L.P., a Delaware limited partnership (the “Partnership” and, together with the Company, the “Company
