AGREEMENT AND PLAN OF MERGER BY AND AMONG Marriott Vacations Worldwide Corporation, SOMMELIER ACQUISITION CORP., CHAMPAGNE RESORTS INC., WELK HOSPITALITY GROUP, INC., AND SELLERS’ REPRESENTATIVE DATED AS OF JANUARY 26, 2021Merger Agreement • January 26th, 2021 • MARRIOTT VACATIONS WORLDWIDE Corp • Real estate agents & managers (for others)
THIS AGREEMENT AND PLAN OF MERGER is entered into as of January 26, 2021 (this “Agreement”), by and among Marriott Vacations Worldwide Corporation, a Delaware corporation (“Parent”); Sommelier Acquisition Corp., a Delaware corporation and direct wholly-owned subsidiary of Parent (“Merger Sub I”); Champagne Resorts Inc., a Delaware corporation and direct wholly-owned subsidiary of Parent (“Merger Sub II”); Welk Hospitality Group, Inc., a California corporation (the “Company”); and Jonathan P. Fredricks, solely in his capacity as the representative of Sellers (as hereinafter defined) (the “Sellers’ Representative”). Parent, Merger Sub I, Merger Sub II, the Company and, as applicable, the Sellers’ Representative, shall each be referred to in this Agreement as a “Party”, and collectively as the “Parties”. Capitalized terms that are used in this Agreement and not otherwise defined herein shall have the respective meanings ascribed to such terms in Section 11.1.
