NorthStar Realty Finance Corp. 500,000 Shares of 8.75% Series A Cumulative Redeemable Preferred Stock 2,500,000 Shares of 8.25% Series B Cumulative Redeemable Preferred Stock EQUITY DISTRIBUTION AGREEMENT Dated: June 12, 2012Equity Distribution Agreement • June 13th, 2012 • Northstar Realty Finance Corp. • Real estate investment trusts • New York
Exhibit A — Form of Placement Notice Exhibit B — Authorized Individuals for Placement Notices and Acceptances Exhibit C — Compensation Exhibit D-1 — Form of Corporate Opinion of Sullivan & Cromwell LLP Exhibit D-2 — Form of Disclosure Letter of Sullivan & Cromwell LLP Exhibit E — Form of Tax Opinion of Hunton & Williams LLP Exhibit F — Form of Opinion of Venable LLP Exhibit G — Form of Officer’s Certificate Exhibit H — Permitted Free Writing Prospectuses Exhibit I — Form of Chief Financial Officer Certificate
SEVENTH AMENDMENT TO THE AGREEMENT OF LIMITED PARTNERSHIP OF NORTHSTAR REALTY FINANCE LIMITED PARTNERSHIPNorthstar Realty Finance Corp. • June 13th, 2012 • Real estate investment trusts
THIS SEVENTH AMENDMENT TO THE AGREEMENT OF LIMITED PARTNERSHIP OF NORTHSTAR REALTY FINANCE LIMITED PARTNERSHIP (this “Amendment”), dated as of June 12, 2012, is hereby adopted by NorthStar Realty Finance Corp., a Maryland corporation (defined in the Agreement, hereinafter defined, as the “General Partner”), as the general partner of NorthStar Realty Finance Limited Partnership, a Delaware limited partnership (the “Partnership”). For ease of reference, capitalized terms used herein and not otherwise defined have the meanings assigned to them in the Agreement of Limited Partnership of NorthStar Realty Finance Limited Partnership, dated as of October 19, 2004, as amended by the First Amendment to the Agreement of Limited Partnership, dated as of March 14, 2006, the Second Amendment, dated as of September 14, 2006, the Third Amendment, dated as of February 7, 2007, the Fourth Amendment, dated as of May 24, 2007, the Fifth Amendment, dated as of May 29, 2008, and the Sixth Amendment, dated
