AGREEMENT AND PLAN OF MERGER By and Among RLJ LODGING TRUST RLJ LODGING TRUST, L.P. RANGERS SUB I, LLC RANGERS SUB II, LP FELCOR LODGING TRUST INCORPORATED and FELCOR LODGING LIMITED PARTNERSHIP Dated as of April 23, 2017Agreement and Plan of Merger • April 25th, 2017 • RLJ Lodging Trust • Real estate investment trusts • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated as of April 23, 2017 (this “Agreement”), is made by and among RLJ Lodging Trust, a Maryland real estate investment trust (“Parent”), RLJ Lodging Trust, L.P., a Delaware limited partnership (“Parent LP”), Rangers Sub I, LLC, a Maryland limited liability company and a wholly owned subsidiary of Parent LP (“REIT Merger Sub”), Rangers Sub II, LP, a Delaware limited partnership and an indirect wholly owned subsidiary of Parent LP (“Partnership Merger Sub”), FelCor Lodging Trust Incorporated, a Maryland corporation (the “Company”), and FelCor Lodging Limited Partnership, a Delaware limited partnership (“Company LP”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in Section 1.1.
FORM OF VOTING AGREEMENTForm of Voting Agreement • April 25th, 2017 • RLJ Lodging Trust • Real estate investment trusts • Maryland
THIS VOTING AGREEMENT, dated as of [•], 2017 (this “Agreement”), is made by and among FelCor Lodging Trust Incorporated, a Maryland corporation (the “Company”), FelCor Lodging Limited Partnership, a Delaware limited partnership (“Company LP” and, together with Parent, the “Company Parties”) and the undersigned shareholder (the “Shareholder) of RLJ Lodging Trust, a Maryland real estate investment trust (“Parent”).
