AGREEMENT AND PLAN OF MERGER Among WILSHIRE ENTERPRISES, INC., NWJ APARTMENT HOLDINGS CORP. and NWJ ACQUISITION CORP. Dated as of June 13, 2008Merger Agreement • June 16th, 2008 • Wilshire Enterprises Inc • Operators of apartment buildings • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of June 13, 2008 (this “Agreement”), among NWJ APARTMENT HOLDINGS CORP., a Maryland corporation (“Parent”), NWJ ACQUISITION CORP., a Delaware corporation and a direct wholly-owned subsidiary of Parent (“Merger Sub”), and WILSHIRE ENTERPRISES, INC., a Delaware corporation (the “Company”).
FORM OF VOTING AGREEMENTVoting Agreement • June 16th, 2008 • Wilshire Enterprises Inc • Operators of apartment buildings • Delaware
THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of June 13, 2008, among NWJ APARTMENT HOLDINGS CORP., a Maryland corporation (“Parent”), and the undersigned Stockholder (the “Stockholder”) of WILSHIRE ENTERPRISES, INC., a Delaware corporation (the “Company”).
GUARANTY AGREEMENTGuaranty Agreement • June 16th, 2008 • Wilshire Enterprises Inc • Operators of apartment buildings • Delaware
AGREEMENT dated June 13, 2008 by NWJ Companies Inc., a Delaware corporation, and Nickolas W. Jekogian III (individually a “Guarantor” and collectively the “Guarantors”) for the benefit of WILSHIRE ENTERPRISES, INC. (the “Company”), a Delaware corporation.
FIRST AMENDMENT TOStockholder Protection Rights Agreement • June 16th, 2008 • Wilshire Enterprises Inc • Operators of apartment buildings • Delaware
This First Amendment to Amended and Restated Stockholder Protection Rights Agreement (this Amendment") is entered into as of June 13, 2008, between Wilshire Enterprises, Inc., a Delaware corporation (the "Company"), and Continental Stock Transfer & Trust Company, a limited purpose trust company organized under the banking laws of the State of New York, as rights agent (the "Rights Agent").
