AGREEMENT AND PLAN OF MERGERMerger Agreement • August 21st, 2018 • NorthStar/RXR New York Metro Real Estate, Inc. • Real estate investment trusts • Maryland
This AGREEMENT AND PLAN OF MERGER (hereinafter referred to as this “Agreement”), dated August 20, 2018, is by and among COLONY CAPITAL INVESTMENT HOLDCO, LLC, a Delaware limited liability company (“Tax Parent”), CNI NS/RXR ADVISORS, LLC, a Delaware limited liability company and an indirect wholly owned subsidiary of Tax Parent (“Parent”), CNI NS/RXR ADVISORS MERGER SUBSIDIARY, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Merger Sub”), and NORTHSTAR/RXR NEW YORK METRO REAL ESTATE, 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. Tax Parent, Parent, Merger Sub and the Company are each sometimes referred to herein as a “Party” and collectively as the “Parties”.
