NORTHSTAR/RXR NEW YORK METRO REAL ESTATE, INC. Up to $2,000,000,000 in Shares of Common Stock, $0.01 par value per share FORM OF AMENDED AND RESTATED DEALER MANAGER AGREEMENT November [ ], 2015Dealer Manager Agreement • November 5th, 2015 • NorthStar/RXR New York Metro Real Estate, Inc. • Real estate investment trusts • New York
NorthStar/RXR New York Metro Real Estate, 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”) in any combination of Class A and Class T shares of Common Stock (which are referred to herein individually as “Class A Shares” and “Class T Shares”); and (b) up to $200,000,000 in any combination of Class A Shares and Class T Shares pursuant to the Company’s distribution reinvestment plan (the “DRP Shares” and, together with the Primary Shares, the “Offered Shares”). The Offered 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 Company has reserved the right to real
FORM OF AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF NORTHSTAR/RXR OPERATING PARTNERSHIP, LPLimited Partnership Agreement • November 5th, 2015 • NorthStar/RXR New York Metro Real Estate, Inc. • Real estate investment trusts • Delaware
This Amended and Restated Limited Partnership Agreement (this “Agreement”) is entered into this [●] day of November, 2015 between NorthStar/RXR New York Metro Real Estate, Inc., a Maryland corporation (the “General Partner”), and the Limited Partners set forth on Exhibit A attached hereto, as amended from time to time. Capitalized terms used herein but not otherwise defined shall have the meanings given them in Article 1.
NORTHSTAR/RXR NEW YORK METRO REAL ESTATE, INC. FORM OF AMENDED AND RESTATED ESCROW AGREEMENTEscrow Agreement • November 5th, 2015 • NorthStar/RXR New York Metro Real Estate, Inc. • Real estate investment trusts • New York
THIS AMENDED AND RESTATED ESCROW AGREEMENT (the “Agreement”) is made and entered into as of the __ day of November, 2015, by and among NorthStar/RXR New York Metro Real Estate, Inc. (formerly known as “NorthStar/RXR New York Metro Income, Inc.), a Maryland corporation (the “Company”), NorthStar Securities, LLC (formerly known as NorthStar Realty Securities, LLC) (the “Dealer Manager”) and UMB Bank, N.A., as escrow agent (the “Escrow Agent”).
NORTHSTAR/RXR NEW YORK METRO REAL ESTATE, INC. FORM OF AMENDED AND RESTATED DISTRIBUTION SUPPORT AGREEMENTDistribution Support Agreement • November 5th, 2015 • NorthStar/RXR New York Metro Real Estate, Inc. • Real estate investment trusts • New York
AMENDED AND RESTATED DISTRIBUTION SUPPORT AGREEMENT (the “Agreement”) dated [__], November 2015 by and among NorthStar Realty Finance Corp. (“NRFC”), RXR Realty LLC (“RXR”) and NorthStar/RXR New York Metro Real Estate, Inc. (the “Company”).
