AGREEMENT AND PLAN OF MERGER Among CARRAMERICA REALTY CORPORATION, CARRAMERICA REALTY OPERATING PARTNERSHIP, L.P., CARRAMERICA REALTY, L.P., CARR REALTY HOLDINGS, L.P., NANTUCKET PARENT LLC, NANTUCKET ACQUISITION INC., NANTUCKET CRH ACQUISITION L.P....Agreement and Plan of Merger • March 8th, 2006 • Carramerica Realty Operating Partnership Lp • Real estate investment trusts • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated as of March 5, 2006 (this “Agreement”), is made and entered into by and among CarrAmerica Realty Corporation, a Maryland corporation (the “Company”), CarrAmerica Realty Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”), Carr Realty Holdings, L.P., a Delaware limited partnership (“CRH”), CarrAmerica Realty, L.P., a Delaware limited partnership (“CAR” and together with CRH, the “DownREIT Partnerships” and the DownREIT Partnerships together with the Company and the Operating Partnership, the “Company Parties”), Nantucket Parent LLC, a Delaware limited liability company (“Parent”), Nantucket Acquisition Inc., a Maryland corporation and wholly owned subsidiary of Parent (“MergerCo”), Nantucket CRH Acquisition L.P. , a Delaware limited partnership whose general partner is MergerCo (“CRH Merger Partnership”) and Nantucket CAR Acquisition L.P., a Delaware limited partnership whose general partner is MergerCo (“CAR
