AMENDMENT NO. 2 TO ADVISORY AGREEMENTAdvisory Agreement • August 10th, 2020 • Colony Capital, Inc. • Real estate investment trusts
THIS AMENDMENT NO. 2 (this “Amendment”) is made and entered into as of June 22, 2020, and amends that certain Advisory Agreement, dated as of June 30, 2014, as amended by Amendment No. 1, dated December 20, 2017 (as amended, the “Advisory Agreement”), by and among NorthStar Healthcare Income, Inc., a Maryland corporation (the “Company”), NorthStar Healthcare Income Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), CNI NSHC Advisors, LLC, a Delaware limited liability company (the “Advisor”), as successor to NSAM J-NSHC Ltd, an Isle of Jersey limited company, and, solely in connection with the obligations set forth in Section 12.03 and Article 13 of the Advisory Agreement, Colony Capital, Inc. (f/k/a Colony NorthStar, Inc.), a Maryland corporation (“CLNY”), as successor to NorthStar Asset Management Group Inc., a Delaware corporation. Capitalized terms used but not defined herein shall have the meanings set forth in the Advisory Agreement.
INVESTMENT AGREEMENT by and among W-CATALINA (S) LLC COLONY CAPITAL OPERATING COMPANY, LLC COLONY CAPITAL, INC. (FOR THE LIMITED PURPOSES SET FORTH HEREIN) AND W-CATALINA (S) LLC, AS THE INITIAL WAFRA REPRESENTATIVE Dated as of July 17, 2020Investment Agreement • August 10th, 2020 • Colony Capital, Inc. • Real estate investment trusts
This INVESTMENT AGREEMENT, dated as of July 17, 2020, is by and among (i) (x) W-Catalina (S) LLC, a Delaware limited liability company (the “Buyer”), (ii) Colony Capital Operating Company, LLC, a Delaware limited liability company (“CCOC”), (iii) solely for the purposes of Sections 2.3(e), 2.3(f), 2.3(g), 2.3(h), 2.3(k), 5.24, Article IV and Article IX hereof, Colony Capital, Inc., a Maryland corporation (“Colony Capital”), and (iv) the Buyer, in its capacity as the “Initial Wafra Representative” (each of the Persons described in the foregoing clauses (i) – (iv), a “Party” and collectively, the “Parties”).
AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OFLimited Partnership Agreement • August 10th, 2020 • Colony Capital, Inc. • Real estate investment trusts • Delaware
This AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT dated to be effective as of July 22, 2020 (the “Effective Date”) is entered into by and among (a) Colony Valhalla GP, LLC, a Delaware limited liability company, as General Partner, (b) Colony Capital Acquisitions, LLC, a Delaware limited liability company, as the withdrawing initial limited partner (the “Initial Limited Partner”) and (c) each of the Persons admitted to the Partnership as Limited Partners.
DB Aviator Manager, LLCLetter Agreement • August 10th, 2020 • Colony Capital, Inc. • Real estate investment trusts • Delaware
Reference is made to that certain letter agreement dated July 21, 2020 (the “Letter Agreement”, and the Letter Agreement, as amended by this letter agreement, the “Amended Letter Agreement”), by and among Aviator Holdings, LP, a Delaware limited partnership (the “Company”), its general partner, DB Aviator Manager, LLC, a Delaware limited liability company (the “GP”), its limited partners, Public Sector Pension Investment Board, a Canadian Crown Corporation (“PSP”) and Aviator DC REIT, LLC, a Delaware limited liability company (“DC REIT” and, together with PSP, the “Limited Partners”), Caledon Vantage Aggregator, L.P., a Delaware limited partnership (“Caledon Vantage”), Caledon Taurus Investments, L.P., an Ontario limited partnership (“Caledon Taurus”), Caledon Andromeda Investments II, L.P., a Delaware limited partnership (“Caledon Andromeda” and together with Caledon Vantage and Caledon Taurus, “Caledon”), DB Aviator Holdings, LLC, a Delaware limited liability company (“DBAH”), DB Avi
ASSIGNMENT AND CONTRIBUTION AGREEMENTAssignment and Contribution Agreement • August 10th, 2020 • Colony Capital, Inc. • Real estate investment trusts • Delaware
THIS ASSIGNMENT AND CONTRIBUTION AGREEMENT (this “Agreement”) is entered into on and effective as of July 22, 2020, by and among Marc Ganzi (“Ganzi”), Ben Jenkins (“Jenkins”), MCG ANALOG, LLC (“MCG Analog”), the GANZI EXTENDED FAMILY TRUST (the “Ganzi Trust”), BJJ ANALOG, LLC (“BJJ Analog”), DB Aviator Manager Rollover Holdings, L.P. (“Rollover Holdings”), DCR YieldCo Holdings, LP (“DCR Holdings”), and DCR and Aviator Holdings GP, LLC, in its capacity as general partner of DCR Holdings (the “General Partner”). Ganzi, Jenkins, MCG Analog, BJJ Analog, Rollover Holdings, DCR Holdings, and the General Partner are sometimes individually referred to in this Agreement as a “Party,” and, collectively, as the “Parties.”
