NORTHSTAR HEALTHCARE INCOME TRUST, INC. FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • July 25th, 2012 • NorthStar Healthcare Income Trust, Inc. • Real estate investment trusts • Maryland
THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the day of , 201 , by and between NorthStar Healthcare Income Trust, Inc., a Maryland corporation (the “Company”), and (“Indemnitee”).
ADVISORY AGREEMENT AMONG NORTHSTAR HEALTHCARE INCOME TRUST, INC., NORTHSTAR HEALTHCARE INCOME TRUST OPERATING PARTNERSHIP, LP, NORTHSTAR HEALTHCARE INCOME TRUST ADVISOR, LLC AND NORTHSTAR REALTY FINANCE CORP.Advisory Agreement • July 25th, 2012 • NorthStar Healthcare Income Trust, Inc. • Real estate investment trusts • New York
THIS ADVISORY AGREEMENT (this “Agreement”), dated as of July 24, 2012, 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 Healthcare Income Trust, Inc., a Maryland corporation (the “Company”), NorthStar Healthcare Income Trust Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), NorthStar Healthcare Income Trust 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.
NORTHSTAR Healthcare Income TRUST, INC. Up to $1,100,000,000 in Shares of Common Stock, $0.01 par value per share DEALER MANAGER AGREEMENT July 24, 2012Dealer Manager Agreement • July 25th, 2012 • NorthStar Healthcare Income Trust, Inc. • Real estate investment trusts • New York
NorthStar Healthcare Income Trust, Inc., a Maryland corporation (the “Company”), has registered for public sale (the “Offering”) a maximum of $1,100,000,000 in shares of its common stock, $0.01 par value per share (the “Common Stock”), of which amount: (a) up to $1,000,000,000 in shares of Common Stock are being offered to the public pursuant to the Company’s primary offering (the “Primary Shares”); and (b) up to $100,000,000 in shares of Common Stock are being offered to stockholders of the Company pursuant to the Company’s distribution reinvestment plan (the “DRIP Shares” and, together with the Primary Shares, the “Offered Shares”). The Primary Shares are to be issued and sold to the public on a “best efforts” basis through you (the “Dealer Manager”) as the managing dealer and the broker-dealers participating in the Offering (the “Participating Dealers”) at a purchase price of $10.00 per share (subject in certain circumstances to discounts based upon the volume of shares purchased an
LIMITED PARTNERSHIP AGREEMENT OF NORTHSTAR HEALTHCARE INCOME TRUST OPERATING PARTNERSHIP, LP A DELAWARE LIMITED PARTNERSHIP July 24, 2012Limited Partnership Agreement • July 25th, 2012 • NorthStar Healthcare Income Trust, Inc. • Real estate investment trusts • Delaware
This Limited Partnership Agreement is entered into this 24th day of July, 2012 between NorthStar Healthcare Income 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.
ESCROW AGREEMENTEscrow Agreement • July 25th, 2012 • NorthStar Healthcare Income Trust, Inc. • Real estate investment trusts • New York
NORTHSTAR HEALTHCARE INCOME TRUST, INC. DISTRIBUTION SUPPORT AGREEMENTDistribution Support Agreement • July 25th, 2012 • NorthStar Healthcare Income Trust, Inc. • Real estate investment trusts • New York
DISTRIBUTION SUPPORT AGREEMENT (the “Agreement”) dated July 24, 2012 by and between NorthStar Realty Finance Corp. (“NRFC”) and NorthStar Healthcare Income Trust, Inc. (the “Company”).
