NORTHSTAR/RXR NEW YORK METRO INCOME, INC. Up to $2,000,000,000 in Shares of Common Stock, $0.01 par value per share DEALER MANAGER AGREEMENTDealer Manager Agreement • March 31st, 2014 • NorthStar/RXR New York Metro Income, Inc. • Real estate investment trusts • New York
NorthStar/RXR New York Metro Income, Inc., a Maryland corporation (the “Company”), has registered for public sale (the “Offering”) a maximum of $2,000,000,000 in shares of its common stock, $0.01 par value per share (the “Common Stock”). The Company proposes to offer (a) up to $1,800,000,000 in shares of Common Stock pursuant to the Company’s primary offering in any combination of Class A and Class C Shares (which are referred to herein individually as “Class A Shares” and “Class C Shares,” and collectively as the “Primary Shares”); and (b) up to $200,000,000 in shares of Common Stock of the Company pursuant to the Company’s distribution reinvestment plan in any combination of Class A Shares and Class C Shares (the “DRP Shares” and, together with the Primary Shares, the “Shares”). The Shares are to be issued and sold to the public on a “best efforts” basis through you (the “Dealer Manager”) as the managing dealer and the broker-dealers participating in the Offering (the “Participating
