NORTHSTAR REALTY FINANCE CORP. 60,000,000 SHARES OF COMMON STOCK UNDERWRITING AGREEMENTUnderwriting Agreement • March 6th, 2015 • Northstar Realty Finance Corp. • Real estate investment trusts • New York
NorthStar Realty Finance Corp., a Maryland corporation (the “Company”), and Deutsche Bank Securities Inc., in its capacity as agent for the Forward Counterparty (as defined below) (in such agency capacity, the “Forward Seller”), at the request of the Company in connection with the Forward Sale Agreement (as defined below), confirm their respective agreements with Deutsche Bank Securities Inc. and each of the several 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 issuance and sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the number of shares of common stock, $0.01 par value, of the Company (the “Common Stock”) set forth opposite the names of the Underwriters in Schedule I hereto under the heading “Number of Company Initial
