Page 8 of 14 – SEC Filing
Exhibit
3
EXECUTION VERSION
COMMON
STOCK PURCHASE AGREEMENT
THIS COMMON
STOCK PURCHASE AGREEMENT (the “Agreement”) is entered into as of May 12, 2017, by and between Colony Capital
Operating Company, LLC, a Delaware limited liability company (the “Buyer”),
and Bow Street, LLC, a Delaware limited liability company (the “Seller”).
WHEREAS,
the Seller is the owner of 3,723,934 shares (the “Shares”) of common stock, par value $0.01 per share (the
“Common Stock”), of NorthStar Realty Europe Corp. (the “Company”); and
WHEREAS,
the Seller desires to sell the Shares to the Buyer, and the Buyer desires to purchase the Shares from the Seller, on the terms
and conditions set forth in this Agreement (the “Transaction”).
NOW,
THEREFORE, in consideration of the promises, covenants and agreements herein contained, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
SECTION 1. PURCHASE
OF SHARES.
1.1
Purchase. Subject to the terms and conditions of this Agreement, on the Closing (as defined below), the Seller shall sell,
assign, transfer, convey and deliver to the Buyer, and the Buyer shall purchase, acquire and accept, all of the Seller’s
right, title and interest in and to the Shares, at a per Share price of $12.75, for an aggregate purchase price of Forty-Seven
Million Four Hundred Eighty Thousand One Hundred Fifty Eight and 50/100 Dollars ($47,480,158.50) (the “Aggregate Purchase
Price”).
1.2
Closing. The closing of the Transaction (the “Closing”) shall occur simultaneously with the execution
of this Agreement. At the Closing, (i) the Seller shall deliver or cause to be delivered to the Buyer 3,723,934 Shares by delivering
such Shares in book-entry form, and (ii) the Buyer shall deliver to the Seller the Aggregate
Purchase Price, via wire transfer of immediately available funds to an account designated in writing by the Seller.
SECTION 2. REPRESENTATIONS
AND WARRANTIES OF THE SELLER.
In
connection with the Transaction, the Seller hereby represents and warrants, as of the Closing, to the Buyer as follows:
2.1
Existence; Power and Authority; No Conflicts.
(a)
The Seller is a limited liability company duly organized, validly existing and in good standing under the laws of the State of
Delaware and has the power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate
the Transaction.
(b)
The execution and delivery of this Agreement by the Seller and the consummation by the Seller of the Transaction do not and will
not constitute or result in a breach, violation or default under, except as would not have an adverse effect on the ability of
the Seller to consummate the Transaction, (i) any agreement to which the Seller is a party, (ii) the Seller’s organizational
documents, or (iii) any law, rule or regulation to which the Seller is subject, or (iv) any decree, order or directive of any
court, administrative or regulatory body or governmental authority to which the Seller is subject. The Seller further represents
and warrants that there is no action, suit, proceeding or investigation pending or, to the Seller’s knowledge, currently
threatened that challenges the validity of this Agreement or the right of the Seller to enter into this Agreement or to consummate
the Transaction.
