0001474464-15-000010 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • May 11th, 2015 • New York REIT, Inc. • Real estate investment trusts • Maryland

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of the 31st day of December, 2014 (the “Effective Date”), by and between New York REIT, Inc., a Maryland corporation (the “Company”), and Nicholas S. Schorsch, Michael A. Happel, Gregory W. Sullivan, Edward M. Weil, Jr., William M. Kahane, Randolph C. Read, Robert H. Burns, P. Sue Perrotty, Scott J. Bowman, William G. Stanley, New York Recovery Advisors, LLC, AR Capital, LLC and RCS Capital Corp. (“Indemnitee”).

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FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF NEW YORK RECOVERY OPERATING PARTNERSHIP, L.P.
Fourth Amended and Restated Agreement of Limited Partnership • May 11th, 2015 • New York REIT, Inc. • Real estate investment trusts

This FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF NEW YORK RECOVERY OPERATING PARTNERSHIP, L.P. (this “Amendment”), is made as of April 15, 2015 by and among New York REIT, Inc., a Maryland corporation, in its capacity as the general partner (the “General Partner”) of New York Recovery Operating Partnership, L.P., a Delaware limited partnership (the “Partnership”), and New York Recovery Advisors, LLC, the initial limited partner of the partnership, a Delaware limited liability company (the “Advisors Limited Partner”). Capitalized terms used but not otherwise defined in this Amendment shall have the meanings given to such terms in Fourth Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of April 15, 2014, as amended (the “Partnership Agreement”).

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