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0001104659-12-084659 Sample Contracts

NORTHSTAR REALTY FINANCE CORP. SHARES OF COMMON STOCK UNDERWRITING AGREEMENT
Underwriting Agreement • December 17th, 2012 • Northstar Realty Finance Corp. • Real estate investment trusts • New York

Each of NorthStar Realty Finance Corp., a Maryland corporation (the “Company”), and NorthStar Realty Finance Limited Partnership, a Delaware limited partnership (the “Operating Partnership”), agrees with each of the Underwriters listed on Schedule I hereto (collectively, the “Underwriters”), for whom Deutsche Bank Securities Inc. and UBS Securities LLC are acting as Representatives (in such capacity, the “Representatives”) on the terms set forth herein, with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective number of shares (the “Initial Shares”) of common stock, par value $0.01 per share, of the Company (“Common Stock”) set forth opposite the names of the Underwriters in Schedule I hereto, and (ii) the grant of the option described in Section 1(b) hereof to purchase all or any part of 3,750,000 additional shares of Common Stock (the “Option Shares”), if any, from the Company to the Underwriters, acting seve

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