AGREEMENT AND PLAN OF MERGER dated July 3, 2019 among CORE PANEURO 2019 13 S.À.R.L., NIGHTHAWK MERGER SUB LLC, NORTHSTAR REALTY EUROPE CORP., NORTHSTAR REALTY EUROPE LIMITED PARTNERSHIP and NIGHTHAWK PARTNERSHIP MERGER SUB LLCAgreement and Plan of Merger • July 8th, 2019 • NorthStar Realty Europe Corp. • Real estate investment trusts • Maryland
AGREEMENT AND PLAN OF MERGER, dated July 3, 2019 (this “Agreement”), among (i) CoRE PANEURO 2019 13 S.à.r.l., a Luxembourg S.á.r.l. (“Parent”), (ii) Nighthawk Merger Sub LLC, a Maryland limited liability company and a wholly-owned subsidiary of Parent (“Merger Sub”), (iii) NorthStar Realty Europe Corp., a Maryland corporation (the “Company”), (iv) NorthStar Realty Europe Limited Partnership, a Delaware limited partnership and whose sole general partner is the Company (the “Partnership”), and (v) Nighthawk Partnership Merger Sub LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Company (“Partnership Merger Sub”).
