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 • February 6th, 2015 • 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 (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 (the “DRP Shares” and, together with the Primary Shares, the “Offered 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 Dealers”). The Primary Shares are being offered at a purchase price of $10.00 per share for Primary Shares (subject in certain circumstances to discounts based upon the volume of shares purchased and f
ADVISORY AGREEMENT AMONG NORTHSTAR/RXR NEW YORK METRO INCOME, INC., NORTHSTAR/RXR OPERATING PARTNERSHIP, LP, NSAM J-NS/RXR LTD AND NORTHSTAR ASSET MANAGEMENT GROUP INC.Advisory Agreement • February 6th, 2015 • NorthStar/RXR New York Metro Income, Inc. • Real estate investment trusts • New York
THIS ADVISORY AGREEMENT (this “Agreement”), dated as of February [•], 2015, and effective as of the date that the Registration Statement (as defined below) is declared effective by the Securities and Exchange Commission (the “Effective Date”), is entered into by and among NorthStar/RXR New York Metro Income, Inc., a Maryland corporation (the “Company”), NorthStar/RXR Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), NSAM J-NS/RXR Ltd, a Jersey limited company (the “Advisor”) and, solely in connection with the obligations set forth in Article 13, NorthStar Asset Management Group Inc., a Delaware corporation (“NSAM”). Capitalized terms used herein shall have the meanings ascribed to them in Section 1 below.
NORTHSTAR/RXR NEW YORK METRO INCOME, INC. ESCROW AGREEMENTEscrow Agreement • February 6th, 2015 • NorthStar/RXR New York Metro Income, Inc. • Real estate investment trusts • New York
THIS ESCROW AGREEMENT (the “Agreement”) is made and entered into as of the 4th day of February, 2015, by and among NorthStar/RXR New York Metro Income, Inc., a Maryland corporation (the “Company”), NorthStar Realty Securities, LLC (the “Dealer Manager”) and UMB Bank, N.A., as escrow agent (the “Escrow Agent”).
SUB-ADVISORY AGREEMENT AMONG NORTHSTAR/RXR NEW YORK METRO INCOME, INC., NSAM LUXEMBOURG S.À.R.L., NSAM J-NS/RXR LTD, RXR NTR SUB-ADVISOR LLC ANDSub-Advisory Agreement • February 6th, 2015 • NorthStar/RXR New York Metro Income, Inc. • Real estate investment trusts • New York
THIS SUB-ADVISORY AGREEMENT (this “Agreement”), dated as of February [•] 2015, and effective as of the date that the Registration Statement (as defined below) is declared effective by the Securities and Exchange Commission (the “Effective Date”), is entered into by and among NSAM Luxembourg S.à.r.l., a Luxembourg société à responsabilité limitée (the “NSAM Sub-Advisor”), NSAM J-NS/RXR Ltd, a Jersey limited company (the “Advisor”), RXR NTR Sub-Advisor LLC, a Delaware limited liability company (the “Sub-Advisor”), and only with respect to the obligations pursuant to Articles 4, 5, 9, 16, 17 and 19 and Sections 3.04 and 20.03, NorthStar/RXR New York Metro Income, Inc., a Maryland corporation (the “Company”), and only with respect to Article 17 and Section 20.03, NorthStar/RXR Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”). Capitalized terms used herein shall have the meanings ascribed to them in Article 1 below.
