0001603671-16-000059 Sample Contracts

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”).

AMENDED AND RESTATED DISTRIBUTION SUPPORT AGREEMENT
Distribution Support Agreement • March 9th, 2016 • NorthStar/RXR New York Metro Real Estate, Inc. • Real estate investment trusts • New York

AMENDED AND RESTATED DISTRIBUTION SUPPORT AGREEMENT (the “Agreement”) dated November 12, 2015 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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