AGREEMENT AND PLAN OF MERGERMerger Agreement • May 11th, 2015 • W2007 Grace Acquisition I Inc • Real estate investment trusts • Tennessee
This Agreement and Plan of Merger (this “Agreement”) is made effective as of May 10, 2015, by and among W2007 Grace Acquisition I, Inc., a Tennessee corporation (the “Company”), W2007 Grace II, LLC, a Tennessee limited liability company (“Parent”), W2007 Grace Acquisition II, Inc., a Tennessee corporation and wholly-owned subsidiary of Parent (“Merger Sub”) and solely for purposes of Section 2.2(a), PFD Holdings, LLC, a Delaware limited liability company (“PFD Holdings”), Whitehall Parallel Global Real Estate Limited Partnership 2007, a Delaware limited partnership (“Whitehall Parallel”), and W2007 Finance Sub, LLC, a Delaware limited liability company (“Finance Sub”, and together with PFD Holdings, Whitehall Parallel, the “Whitehall Parties”).
