NORTHSTAR SENIOR CARE TRUST, INC. Up to $1,100,000,000 in Shares of Common Stock, $0.01 par value per share FORM OF DEALER MANAGER AGREEMENTDealer Manager Agreement • November 24th, 2010 • NorthStar Senior Care Trust, Inc. • New York
FORM OF ADVISORY AGREEMENT AMONG NORTHSTAR SENIOR CARE TRUST, INC., NORTHSTAR SENIOR CARE OPERATING PARTNERSHIP, LP, NORTHSTAR SENIOR CARE ADVISOR, LLC AND NORTHSTAR REALTY FINANCE CORP.Advisory Agreement • November 24th, 2010 • NorthStar Senior Care Trust, Inc. • New York
THIS ADVISORY AGREEMENT (this “Agreement”), dated as of the , 2011, and effective as of the date that the Registration Statement (as defined below) is declared effective by the Securities and Exchange Commission (the “Effective Date”), is entered into by and among NorthStar Senior Care Trust, Inc., a Maryland corporation (the “Company”), NorthStar Senior Care Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), NorthStar Senior Care Advisor, LLC, a Delaware limited liability company (the “Advisor”) and, solely in connection with the obligations set forth in Section 12-03 and Article 13, NorthStar Realty Finance Corp., a Maryland corporation (“NorthStar”). Capitalized terms used herein shall have the meanings ascribed to them in Section 1 below.
FORM OF LIMITED PARTNERSHIP AGREEMENT OF NORTHSTAR SENIOR CARE OPERATING PARTERSHIP, LP A DELAWARE LIMITED PARTNERSHIPLimited Partnership Agreement • November 24th, 2010 • NorthStar Senior Care Trust, Inc. • Delaware
This Limited Partnership Agreement is entered into this day of , 2011 between NorthStar Senior Care Trust, Inc., a Maryland corporation (the “General Partner”), and the Limited Partners set forth on Exhibit A attached hereto. Capitalized terms used herein but not otherwise defined shall have the meanings given them in Article 1.
FORM OF DISTRIBUTION SUPPORT AGREEMENTDistribution Support Agreement • November 24th, 2010 • NorthStar Senior Care Trust, Inc. • New York
DISTRIBUTION SUPPORT AGREEMENT (the “Agreement”) dated _______, 2011 by and between NorthStar Realty Finance Corp. (“NRFC”) and NorthStar Senior Care Trust, Inc. (the “Company”).
