EIGHTH AMENDMENT TO THE AGREEMENT OF LIMITED PARTNERSHIP OF NORTHSTAR REALTY FINANCE LIMITED PARTNERSHIPAgreement of Limited Partnership • February 19th, 2013 • Northstar Realty Finance Corp. • Real estate investment trusts
THIS EIGHTH AMENDMENT TO THE AGREEMENT OF LIMITED PARTNERSHIP OF NORTHSTAR REALTY FINANCE LIMITED PARTNERSHIP (this “Amendment”), dated as of October 11, 2012, is hereby adopted by NorthStar Realty Finance Corp., a Maryland corporation (defined in the Agreement, hereinafter defined, as the “General Partner”), as the general partner of NorthStar Realty Finance Limited Partnership, a Delaware limited partnership (the “Partnership”). For ease of reference, capitalized terms used herein and not otherwise defined have the meanings assigned to them in the Agreement of Limited Partnership of NorthStar Realty Finance Limited Partnership, dated as of October 19, 2004, as amended by the First Amendment to the Agreement of Limited Partnership, dated as of March 14, 2006, as further amended by the Second Amendment to the Agreement of Limited Partnership, dated as of September 14, 2006, as further amended by the Third Amendment to the Agreement of Limited Partnership, dated as of February 7, 2007,
SUBSCRIPTION AGREEMENTSubscription Agreement • February 19th, 2013 • Northstar Realty Finance Corp. • Real estate investment trusts • New York
THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is made and entered into this 10th day of December, 2012 by and among NRFC PE Fund Investor LLC, a Delaware limited liability company (the “Subscriber”), NRFC Inception, LP, a Delaware limited partnership (the “Partnership”), Inception GP, LLC a Delaware limited liability company (in its capacity as the general partner of the Partnership, the “General Partner”), REDACTED (the “Class B Limited Partner”) and NRFC PE Fund GP LLC, a Delaware limited liability company (the “Successor General Partner”), with respect to the subscription by the Subscriber for 100% of the Class A Interests of the Partnership. Capitalized terms not otherwise defined in this Agreement (including Appendix A attached hereto) will have the meanings given to such terms in the Amended and Restated Limited Partnership Agreement of the Partnership, substantially in the form attached hereto as Exhibit A (the “Partnership Agreement”).
