AGREEMENT AND PLAN OF MERGER Among PARKWAY, INC., REAL ESTATE HOUSTON US TRUST, REAL ESTATE HOUSTON US LLC, PARKWAY PROPERTIES LP and REAL ESTATE HOUSTON US LP Dated as of June 29, 2017Agreement and Plan of Merger • July 5th, 2017 • Parkway, Inc. • Real estate investment trusts • Delaware
THIS AGREEMENT AND PLAN OF MERGER (hereinafter called this “Agreement”), dated as of June 29, 2017, is by and among PARKWAY, INC., a Maryland corporation (the “Company”), REAL ESTATE HOUSTON US TRUST, a Delaware statutory trust and a wholly-owned subsidiary of CPPIB (as defined below) (“Parent”), REAL ESTATE HOUSTON US LLC, a member managed Delaware limited liability company and a wholly-owned subsidiary of Parent (“Merger Sub”), PARKWAY PROPERTIES LP, a Delaware limited partnership (the “Partnership”), and REAL ESTATE HOUSTON US LP, a Delaware limited partnership and an indirect wholly-owned subsidiary of Parent (“Merger Partnership”). Parent, Merger Sub, Merger Partnership, the Company and the Partnership are each sometimes referred to herein as a “Party” and collectively as the “Parties”.
