NORTHSTAR REALTY FINANCE CORP. SHARES OF COMMON STOCK UNDERWRITING AGREEMENTUnderwriting Agreement • May 9th, 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 Deutsche Bank Securities Inc. (the “Underwriter”) on the terms set forth herein, with respect to (i) the sale by the Company and the purchase by the Underwriter of 20,000,000 shares (the “Initial Shares”) of common stock, par value $0.01 per share, of the Company (“Common Stock”), and (ii) the grant of the option described in Section 1(b) hereof to purchase all or any part of 3,000,000 additional shares of Common Stock (the “Option Shares”), if any, from the Company to the Underwriter. The Initial Shares and all or any part of the Option Shares are hereinafter called, collectively, the “Shares.”
