NorthStar Healthcare Investors, Inc. Sample Contracts

MASTER LEASE AGREEMENT between the OWNERS LISTED ON EXHIBIT A HERETO, as Lessor and HARMONY LIVING CENTERS LLC, RIVERVIEW VILLAGE, LLC AND HARMONY OF FRANKLIN, LLC as Lessee
Master Lease Agreement • April 5th, 2010 • NorthStar Healthcare Investors, Inc. • Real estate investment trusts • Wisconsin

THIS MASTER LEASE AGREEMENT (this “Lease”) dated as of January 9th, 2007 (the “Effective Date”), is made and entered into between the Owners (as defined below, which are individually and collectively, Lessor”), and Harmony Living Centers LLC (“HLC”), Riverview Village, LLC (“RV”) and Harmony of Franklin, LLC (“HOF”), all Wisconsin limited liability company (HLC, RV and HOF are individually and collectively, “Lessee”).

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MEMBERSHIP INTEREST REDEMPTION AND SALE AGREEMENT BETWEEN Wakefield Capital, LLC; NRFC Wakefield Holding Company, LLC and NorthStar Healthcare Investors, Inc.
Membership Interest Redemption and Sale Agreement • April 5th, 2010 • NorthStar Healthcare Investors, Inc. • Real estate investment trusts • New York

This Membership Interest Redemption and Sale Agreement (the “Agreement”), dated as of December 3, 2009, is between Wakefield Capital, LLC, a Delaware limited liability company (the “Company”), NRFC Wakefield Holding Company, LLC, a Delaware limited liability company (“NorthStar”), NorthStar Healthcare Investors, Inc., a Maryland corporation (“NorthStar Healthcare”), Chain Bridge Capital LLC, a Maryland limited liability company (“Chain Bridge”), Wakefield Capital Management, Inc., a Delaware corporation (the “Manager”), Midwest Care Holdings LLC, a Delaware limited liability company (“Midwest Holdings”), and the individuals listed on the signature page of this Agreement (the “Individual Parties”). The Company, NorthStar, NorthStar Healthcare, Chain Bridge, the Manager, Midwest Holdings and the Individual Parties are referred to collectively as the “Parties.”

AMENDED AND RESTATED MASTER MANAGEMENT AGREEMENT
Master Management Agreement • April 5th, 2010 • NorthStar Healthcare Investors, Inc. • Real estate investment trusts • Wakefield

THIS AMENDED AND RESTATED MASTER MANAGEMENT AGREEMENT (this “Agreement”) is made as of June 3rd, 2009 by and among Midwest Care Holdco TRS I LLC, a Delaware limited liability company (“Holdco”), the eighteen limited liability companies listed in and identified on Schedule I to this Agreement (each, a “GNC Tenant” and collectively, the “GNC Tenants”), and Good Neighbor Care Centers, LLC (“Manager”), an Oregon limited liability company.

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