AGREEMENT AND PLAN OF MERGER BY AND AMONG APEX PURCHASER LLC, ARIES PURCHASER LLC, ASTRO PURCHASER LLC, ASTRO MERGER SUB, INC. AND APARTMENT INCOME REIT CORP. April 7, 2024Agreement and Plan of Merger • April 9th, 2024 • Apartment Income REIT, L.P. • Operators of apartment buildings • Maryland
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of April 7, 2024, is entered into by and among Apartment Income REIT Corp., a Maryland corporation (the “Company”), Apex Purchaser LLC, a Delaware limited liability company (“Buyer 1”), Aries Purchaser LLC, a Delaware limited liability company (“Buyer 2”), Astro Purchaser LLC, a Delaware limited liability company (“Buyer 3” and, together with Buyer 1 and Buyer 2, collectively, “Parent”), and Astro Merger Sub, Inc., a Maryland corporation and a wholly owned subsidiary of Parent (“Merger Sub” and, together with Parent, the “Parent Parties”). Each of the Company, Buyer 1, Buyer 2, Buyer 3 and Merger Sub is referred to herein as a “party” and, collectively, the “parties.”
