MORTGAGE PARTICIPATION AGREEMENTMortgage Participation Agreement • April 22nd, 2013 • NorthStar Healthcare Income, Inc. • Real estate investment trusts • New York
THIS MORTGAGE PARTICIPATION AGREEMENT (the “Agreement”) is made as of April 5, 2013, by and between NRFC CEDAR CREEK HOLDINGS, LLC, a Delaware limited liability company, having an office at 399 Park Avenue, 18th floor, New York, New York 10022, as initial holder of the Loan (as defined below) (in such capacity, together with its successors and assigns, the “Noteholder”), NRFC CEDAR CREEK HOLDINGS, LLC, a Delaware limited liability company, having an office at 399 Park Avenue, 18th floor, New York, New York 10022, as initial holder of the Participation A-1 Interest (as defined below) in such capacity, together with its successors and assigns, (the “Participation A-1 Holder”) and NS HEALTHCARE LOAN HOLDINGS LLC, a Delaware limited liability company, having an office at 399 Park Avenue, 18th floor, New York, New York 10022, as initial holder of the Participation A-2 Interest (as defined below)(in such capacity, together with its successors and assigns, the “Participation A-2 Holder”).
NORTHSTAR HEALTHCARE INCOME, INC. Up to $1,100,000,000 in Shares of Common Stock, $0.01 par value per share FORM OF PARTICIPATING DEALER AGREEMENT Dated: , 2013Dealer Agreement • April 22nd, 2013 • NorthStar Healthcare Income, Inc. • Real estate investment trusts • New York
Subject to the terms described herein, NorthStar Realty Securities, LLC, as the dealer manager (the “Dealer Manager”) for NorthStar Healthcare Income, Inc., a Maryland corporation (the “Company”), invites you (“Participating Dealer”) to participate in the distribution, on a “best efforts basis,” of up to $1,100,000,000 in shares of common stock of the Company, $0.01 par value per share (the “Common Stock”) to the public (the “Offering”), 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”) will be offered at $10.00 per share (subject in certain circumstances to discounts based upon the volume of shares purchased and for certain categories
