0001144204-07-029110 Sample Contracts

NORTHSTAR REALTY FINANCE CORP. SHARES OF 8.25% SERIES B CUMULATIVE REDEEMABLE PREFERRED STOCK UNDERWRITING AGREEMENT
Underwriting Agreement • May 29th, 2007 • Northstar Realty • Real estate investment trusts • New York

Prior to purchasing the shares being offered pursuant to the prospectus supplement, on May 16, 2007, one of the underwriters purchased, on behalf of the syndicate, 100 shares at a price of $24.79 per share in a stabilizing transaction.

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FOURTH AMENDMENT TO THE AGREEMENT OF LIMITED PARTNERSHIP OF NORTHSTAR REALTY FINANCE LIMITED PARTNERSHIP
Northstar Realty • May 29th, 2007 • Real estate investment trusts

THIS THIRD AMENDMENT TO THE AGREEMENT OF LIMITED PARTNERSHIP OF NORTHSTAR REALTY FINANCE LIMITED PARTNERSHIP (this “Amendment”), dated as of May 24, 2007, 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, the Second Amendment, dated September 14, 2006, and the Third Amendment, dated as of February 7, 2007 (as so amended, the “Agreement”).

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