AGREEMENT AND PLAN OF MERGER by and among NORTHSTAR REALTY FINANCE CORP., NRF HEALTHCARE SUBSIDIARY, LLC, NRF OP HEALTHCARE SUBSIDIARY, LLC, GRIFFIN-AMERICAN HEALTHCARE REIT II HOLDINGS, LP and GRIFFIN-AMERICAN HEALTHCARE REIT II, INC. dated as of...Merger Agreement • August 5th, 2014 • Northstar Realty Finance Corp. • Real estate investment trusts • Maryland
This AGREEMENT AND PLAN OF MERGER (hereinafter referred to as this “Agreement”), dated August 5, 2014, is by and among NorthStar Realty Finance Corp., a Maryland corporation (“Parent”), NRF Healthcare Subsidiary, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Merger Sub”), NRF OP Healthcare Subsidiary, LLC, a Delaware limited liability company and a wholly owned subsidiary of Merger Sub (“Partnership Merger Sub”), GRIFFIN-AMERICAN HEALTHCARE REIT II HOLDINGS, LP, a Delaware limited partnership (the “Company Operating Partnership”), and GRIFFIN-AMERICAN HEALTHCARE REIT II, INC., a Maryland corporation (the “Company”). All capitalized terms used in this Agreement shall have the meaning ascribed to such terms in Section 9.5 or as otherwise defined elsewhere in this Agreement unless the context clearly provides otherwise. Parent, Merger Sub, Partnership Merger Sub, the Company Operating Partnership and the Company are each sometimes referred to herein a
