NorthStar/RXR New York Metro Real Estate, Inc. Sample Contracts

NORTHSTAR/RXR NEW YORK METRO INCOME, INC. FORM OF INDEMNIFICATION AGREEMENT
Form of Indemnification Agreement • November 26th, 2014 • NorthStar/RXR New York Metro Income, Inc. • Real estate investment trusts • Maryland

THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the _____ day of _______________, 201___, by and between NorthStar/RXR New York Metro Income, Inc., a Maryland corporation (the “Company”), and _________________________ (“Indemnitee”).

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AMENDED AND RESTATED ADVISORY AGREEMENT AMONG NORTHSTAR/RXR NEW YORK METRO REAL ESTATE, INC., NORTHSTAR/RXR OPERATING PARTNERSHIP, LP, NSAM J-NS/RXR LTD AND
Advisory Agreement • February 9th, 2017 • NorthStar/RXR New York Metro Real Estate, Inc. • Real estate investment trusts • New York

THIS AMENDED AND RESTATED ADVISORY AGREEMENT (this “Agreement”), dated as of February 7, 2017 (the “Effective Date”), is entered into by and among NorthStar/RXR New York Metro Real Estate, Inc. (f/k/a 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, Colony NorthStar, Inc. (as successor to NorthStar Asset Management Group Inc.), a Maryland corporation (“Colony NorthStar”). Capitalized terms used herein shall have the meanings ascribed to them in Section 1 below.

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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 SECOND AMENDED AND RESTATED DEALER MANAGER AGREEMENT
Dealer Manager Agreement • August 22nd, 2016 • NorthStar/RXR New York Metro Real Estate, Inc. • Real estate investment trusts • New York
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AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF NORTHSTAR/RXR OPERATING PARTNERSHIP, LP
Limited Partnership Agreement • March 9th, 2016 • 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 12th 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.

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AMENDED AND RESTATED ESCROW AGREEMENT
Escrow Agreement • March 9th, 2016 • 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 12th 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”).

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AMENDED AND RESTATED SUB-ADVISORY AGREEMENT AMONG NORTHSTAR/RXR NEW YORK METRO REAL ESTATE, INC., NSAM LUXEMBOURG S.À.R.L., NSAM J-NS/RXR LTD, RXR NTR SUB- ADVISOR LLC AND
Sub-Advisory Agreement • October 20th, 2016 • NorthStar/RXR New York Metro Real Estate, Inc. • Real estate investment trusts • New York

THIS AMENDED AND RESTATED SUB-ADVISORY AGREEMENT (this “Agreement”), dated as of October 19, 2016, 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, 8.03 and 20.03, NorthStar/RXR New York Metro Real Estate, 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.

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NORTHSTAR/RXR NEW YORK METRO REAL ESTATE, INC. SECOND AMENDED AND RESTATED DISTRIBUTION SUPPORT AGREEMENT
Distribution Support Agreement • March 21st, 2017 • NorthStar/RXR New York Metro Real Estate, Inc. • Real estate investment trusts • New York

SECOND AMENDED AND RESTATED DISTRIBUTION SUPPORT AGREEMENT (the “Agreement”) dated November 10, 2016 by and among NorthStar Realty Finance Corp. (“NRFC”), RXR Realty LLC (“RXR”) and NorthStar/RXR New York Metro Real Estate, Inc. (the “Company”).

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PARTNERSHIP AGREEMENT OF RXR 11 JANE VENTURE JV (A Delaware partnership)
Partnership Agreement • August 7th, 2017 • NorthStar/RXR New York Metro Real Estate, Inc. • Real estate investment trusts • Delaware

This PARTNERSHIP AGREEMENT (as amended, restated or otherwise modified from time to time, this “Agreement”) of RXR 11 Jane Venture JV (the “Partnership”) is made and entered into as of August 1, 2017 by and between 1285 Investor NT-NSR, LLC, a Delaware limited liability company (the “NTR Partner”), and RXR 11 Jane Vehicle LP, a Delaware limited partnership (the “RXR Partner” or the “Designated Partner”) (each a “Partner”, and together, the “Partners”). This Agreement shall constitute the “partnership agreement” (as defined in the Act) of the Partnership.

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NORTHSTAR/RXR NEW YORK METRO INCOME, INC. FORM OF DISTRIBUTION SUPPORT AGREEMENT
Distribution Support Agreement • May 14th, 2015 • NorthStar/RXR New York Metro Income, Inc. • Real estate investment trusts • New York

DISTRIBUTION SUPPORT AGREEMENT (the “Agreement”) dated February 9, 2015 by and among NorthStar Realty Finance Corp. (“NRFC”), RXR Realty LLC (“RXR”) and NorthStar/RXR New York Metro Income, Inc. (the “Company”).

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MEZZANINE LOAN SALE AND PURCHASE AGREEMENT
Mezzanine Loan Sale and Purchase Agreement • August 21st, 2018 • NorthStar/RXR New York Metro Real Estate, Inc. • Real estate investment trusts • New York

This MEZZANINE LOAN SALE AND PURCHASE AGREEMENT (this “Agreement”) is entered into as of the 20th of August, 2018 by RXR 11 JANE MEZZ LENDER LLC, a Delaware limited liability company (“Seller”), and CLNC ML JANE NYC, LLC, a Delaware limited liability company (“Purchaser”).

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SECOND AMENDED AND RESTATED SUB-ADVISORY AGREEMENT AMONG NORTHSTAR/RXR NEW YORK METRO REAL ESTATE, INC., COLONY NORTHSTAR – N LUXEMBOURG S.À.R.L., CNI NS/RXR ADVISORS, LLC, RXR NTR SUB-ADVISOR LLC AND
Sub-Advisory Agreement • March 21st, 2017 • NorthStar/RXR New York Metro Real Estate, Inc. • Real estate investment trusts • New York

THIS SECOND AMENDED AND RESTATED SUB-ADVISORY AGREEMENT (this “Agreement”), dated as of March 17, 2017, is entered into by and among Colony NorthStar – N Luxembourg S.à.r.l., a Luxembourg société à responsabilité limitée (the “Colony NorthStar Sub-Advisor”), CNI NS/RXR Advisors, LLC, a Delaware limited liability company and the successor NSAM J-NS/RXR Ltd (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, 8.03 and 20.03, NorthStar/RXR New York Metro Real Estate, 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.

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ASSIGNMENT AND ASSUMPTION OF PERCENTAGE INTERESTS AND AMENDMENT OF PARTNERSHIP AGREEMENT
Partnership Agreement • March 1st, 2018 • NorthStar/RXR New York Metro Real Estate, Inc. • Real estate investment trusts • Delaware

THIS ASSIGNMENT AND ASSUMPTION OF PERCENTAGE INTERESTS AND AMENDMENT OF PARTNERSHIP AGREEMENT (this “Agreement”), is dated as of this 23rd day of February, 2018, and is made between 1285 INVESTOR NT-NSR, LLC, a Delaware limited liability company (the “NTR Partner”) and RXR 11 JANE VEHICLE LP, a Delaware limited partnership (the “RXR Partner” or the “Designated Partner”) (each a “Partner”, and together, the “Partners”).

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LIMITED PARTNERSHIP AGREEMENT OF RXR VAF III 1285 CO-INVESTOR PARALLEL LP
Limited Partnership Agreement • May 26th, 2016 • NorthStar/RXR New York Metro Real Estate, Inc. • Real estate investment trusts • Delaware

LIMITED PARTNERSHIP AGREEMENT, (the “Agreement”) dated as of May 20, 2016, of RXR VAF III 1285 Co-Investor Parallel LP, a Delaware limited partnership (the “Partnership”) having an address at c/o RXR Realty LLC, 625 RXR Plaza, Uniondale, NY 11556, by and among RXR VAF III 1285 GP LP, a Delaware limited partnership (the “General Partner”), and any persons admitted to the Partnership in accordance with the terms of this Agreement as limited partners (each, a “Limited Partner”). The Limited Partners of the Partnership and the General Partner are hereinafter sometimes referred to collectively as the “Partners” and each of them individually as a “Partner.” Certain capitalized terms used herein are defined in Article II.

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AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • August 21st, 2018 • NorthStar/RXR New York Metro Real Estate, Inc. • Real estate investment trusts • Maryland

This AGREEMENT AND PLAN OF MERGER (hereinafter referred to as this “Agreement”), dated August 20, 2018, is by and among COLONY CAPITAL INVESTMENT HOLDCO, LLC, a Delaware limited liability company (“Tax Parent”), CNI NS/RXR ADVISORS, LLC, a Delaware limited liability company and an indirect wholly owned subsidiary of Tax Parent (“Parent”), CNI NS/RXR ADVISORS MERGER SUBSIDIARY, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Merger Sub”), and NORTHSTAR/RXR NEW YORK METRO REAL ESTATE, INC., a Maryland corporation (the “Company”). All capitalized terms used in this Agreement shall have the meaning ascribed to such terms in Section 9.5 or as otherwise defined elsewhere in this Agreement unless the context clearly provides otherwise. Tax Parent, Parent, Merger Sub and the Company are each sometimes referred to herein as a “Party” and collectively as the “Parties”.

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