NORTHSTAR Healthcare Income, INC. Up to $1,100,000,000 in Shares of Common Stock, $0.01 par value per share AMENDED AND RESTATED DEALER MANAGER AGREEMENT July 31, 2012Dealer Manager Agreement • August 1st, 2012 • NorthStar Healthcare Income, Inc. • Real estate investment trusts • New York
NorthStar Healthcare Income, 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 and for
AMENDED AND RESTATED ADVISORY AGREEMENT AMONG NORTHSTAR HEALTHCARE INCOME, INC., NORTHSTAR HEALTHCARE INCOME OPERATING PARTNERSHIP, LP, NORTHSTAR HEALTHCARE INCOME ADVISOR, LLC AND NORTHSTAR REALTY FINANCE CORP.Advisory Agreement • August 1st, 2012 • NorthStar Healthcare Income, Inc. • Real estate investment trusts • New York
THIS AMENDED AND RESTATED ADVISORY AGREEMENT (this “Agreement”), dated as of July 31, 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, Inc., a Maryland corporation (the “Company”), NorthStar Healthcare Income Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), NorthStar Healthcare Income 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.
AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF NORTHSTAR HEALTHCARE INCOME OPERATING PARTNERSHIP, LP A DELAWARE LIMITED PARTNERSHIP July 31, 2012Limited Partnership Agreement • August 1st, 2012 • NorthStar Healthcare Income, Inc. • Real estate investment trusts • Delaware
This Amended and Restated Limited Partnership Agreement (“Limited Partnership Agreement”) is entered into this 31st day of July, 2012 between NorthStar Healthcare Income, 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.
AMENDED AND RESTATED ESCROW AGREEMENTEscrow Agreement • August 1st, 2012 • NorthStar Healthcare Income, Inc. • Real estate investment trusts • New York
NORTHSTAR HEALTHCARE INCOME, INC. AMENDED AND RESTATED DISTRIBUTION SUPPORT AGREEMENTDistribution Support Agreement • August 1st, 2012 • NorthStar Healthcare Income, Inc. • Real estate investment trusts • New York
AMENDED AND RESTATED DISTRIBUTION SUPPORT AGREEMENT (the “Agreement”) dated July 31, 2012 by and between NorthStar Realty Finance Corp. (“NRFC”) and NorthStar Healthcare Income, Inc. (the “Company”).
