AGREEMENT AND PLANS OF MERGER dated as of June 2, 2016 among NORTHSTAR REALTY FINANCE CORP., COLONY CAPITAL, INC., NORTHSTAR ASSET MANAGEMENT GROUP INC., NEW POLARIS INC., NEW SIRIUS INC., NORTHSTAR REALTY FINANCE LIMITED PARTNERSHIP, SIRIUS MERGER...Agreement and Plans of Merger • June 7th, 2016 • Barrack Thomas Jr • Real estate investment trusts • New York
AGREEMENT AND PLANS OF MERGER, dated as of June 2, 2016 (this “Agreement”), among NORTHSTAR REALTY FINANCE CORP., a Maryland corporation (“Sirius”), COLONY CAPITAL, INC., a Maryland corporation (“Constellation”), NORTHSTAR ASSET MANAGEMENT GROUP INC., a Delaware corporation (“Polaris”), NEW POLARIS INC., a Maryland corporation and a wholly owned Subsidiary of Polaris (“New Polaris”), SIRIUS MERGER SUB-T, LLC, a Delaware limited liability company and a wholly owned Subsidiary of Sirius (“Sirius Sub”), NORTHSTAR REALTY FINANCE LIMITED PARTNERSHIP, a Delaware limited partnership and a Subsidiary of Sirius (“Sirius LP”), NEW SIRIUS INC., a Maryland corporation and a wholly owned Subsidiary of Sirius (“New Sirius”) and NEW SIRIUS MERGER SUB, LLC, a Delaware limited liability company and a wholly owned Subsidiary of New Sirius (“New Sirius Sub”).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • June 7th, 2016 • Barrack Thomas Jr • Real estate investment trusts • New York
This VOTING AND SUPPORT AGREEMENT (this “Agreement”) is entered into as of June 2, 2016, by and among NORTHSTAR REALTY FINANCE CORP., a Maryland corporation (“Sirius”), NORTHSTAR ASSET MANAGEMENT GROUP INC., a Delaware corporation (“Polaris”), and each of the persons listed on Schedule A hereto (each, a “Shareholder” and, collectively, the “Shareholders”).
