NorthStar Healthcare Income, Inc. (Form: 8-K, Received: 10/21/2022 16:14:05)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 193

Date of Report (Date of earliest event reported): October 21, 2022

NorthStar Healthcare Income, Inc.

(Exact name of Registrant as Specified in its Charter)

Maryland

000-55190

27-3663988

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

16 East 34th Street, 18th Floor,

New York, NY 10016

(Address of Principal Executive Offices, Including Zip Code)

(929) 777-3135

(Registrant’s telephone number, including area code)

4350 East West Highway, Suite 1050

Bethesda, MD 20814

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.01 per share

None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Introductory Note

On October 21, 2022, NorthStar Healthcare Income, Inc., a Maryland corporation (the “Company”), completed the internalization of the Company’s management function (the “Internalization”). Since its inception, the Company has been externally managed by CNI NSHC Advisors, LLC or its predecessor (the “Advisor”), with the Advisor responsible for managing the Company’s operations, subject to the supervision of the Company’s board of directors (the “Board”), pursuant to an Advisory Agreement dated as of June 30, 2014 (as amended from time to time, the “Advisory Agreement”). As described in more detail below, the Company agreed with the Advisor to terminate the Advisory Agreement and to arrange for the Advisor to continue to provide certain services for a transition period. Going forward, the Company will be self-managed under the leadership of Kendall Young, who was appointed by the Board as Chief Executive Officer and President concurrent with the Internalization.

Item 1.01 Entry into a Material Definitive Agreement.

Termination Agreement

On October 21, 2022, the Company entered into a Termination Agreement (the “Termination Agreement”) with the Advisor, NRF Holdco, LLC, a Delaware limited liability company (“Sponsor”), and NorthStar Healthcare Income Operating Partnership, LP, a Delaware limited partnership and a subsidiary of the Company (“NHI OP”), which provides for the immediate termination of the Advisory Agreement. The Termination Agreement also provides for, among other things, the final settlement of any amounts owing under the Advisory Agreement, the transition of employees from the Advisor to the Company (including the Company’s assumption of certain related employee liabilities), the survival of certain indemnification and other obligations and certain amendments to joint venture agreements between affiliates of NHI and the Advisor. No payment will be made by the Company to the Advisor in connection with the Internalization.

In addition, in connection with the termination of the Advisory Agreement, the Company’s revolving line of credit from an affiliate of its Sponsor was terminated. No amounts were outstanding under this line of credit at the time of termination.

Transition Services Agreement

In connection with the Internalization, on October 21, 2022, the Company, NHI OP and the Advisor entered into a Transition Services Agreement (the “TSA”) to facilitate an orderly transition of the Company’s management of its operations. The TSA provides for, among other things, the Advisor to provide certain services for a transition period of up to six months following the Internalization, with NHI having the option to extend the initial term once for up to three months at a 20% surcharge. Treasury and accounts payable services will be provided for 12 months and will continue until either party provides at least six months’ notice of termination. The services primarily include technology, insurance, legal, treasury and accounts payable services. The Company will pay the Advisor’s costs for providing the services, including the allocated cost of employee wages and compensation and actually incurred out-of-pocket expenses.

The terms of the agreements described under this Item 1.01, and the transactions contemplated thereby, were negotiated and unanimously approved by a committee of independent members of the board of directors (the “Board”) of the Company (the “Special Committee”), all of whom are independent and disinterested members of the Board. The Special Committee was formed in August 2020 in order to evaluate strategic alternatives available to the Company.

The foregoing descriptions of the Termination Agreement, the TSA and the transactions contemplated thereby do not purport to be complete and are qualified in their entirety by reference to the Termination Agreement and TSA, copies of which are filed herewith as Exhibit 10.1 and Exhibit 10.2, respectively, and incorporated by reference herein. The Termination Agreement and the TSA have been included to provide you with information regarding their terms. They are not intended to provide any other factual information about the Company or the other parties thereto or any of their respective businesses. Each of the Advisory Agreement and the relationship between the Company and the Advisor is more fully described in the Proxy Statement under the heading “Certain Relationships and Related Transactions,” which information is incorporated by reference in this Item 1.01.

Item 1.02 Termination of a Material Definitive Agreement.

The information set forth in Item 1.01 with respect to the termination of the Advisory Agreement is incorporated by reference into this Item 1.02.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Resignation and Appointment of Officers

In connection with the Internalization, each of Ann B. Harrington, Paul V. Varisano and Douglas W. Bath provided notice of their respective resignations as Interim Chief Executive Officer, President, General Counsel and Secretary, Chief Financial Officer and Treasurer and Chief Investment Officer, effective immediately upon on the Internalization. Each of Ms. Harrington, Mr. Varisano and Mr. Bath will continue to be employed by an affiliate of the Advisor and are resigning as a result of the termination of the Advisory Agreement, and not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

Effective upon the Internalization, the Board appointed Kendall K. Young as the Company’s Chief Executive Officer and President and as a member of the Board to fill an existing vacancy. Mr. Young, age 61, previously served as Executive Vice President and Head of Senior Housing for Healthpeak Properties (NYSE: PEAK) from 2010 through 2019, where he was responsible for the senior housing platform. Prior to that role, Mr. Young was the Global Head of Asset Management for real estate at Strategic Value Partners from 2007 to 2010, a Managing Director and Global Head of Asset Management in Merrill Lynch’s Global Principal Investing business from 2005 to 2007 and a Managing Director with GE Capital Real Estate from 1992 to 2005. Mr. Young holds a Bachelor of Arts degree in Business Administration from the University of Southern California and a Masters of Business Administration from the University of California Irvine.

Mr. Young will receive an annual base salary of $425,000, subject to annual review commencing in June 2023. Mr. Young will initially be eligible for annual cash incentive compensation at 50% (threshold), 100% (target) and 150% (maximum) of 80% of his annual base salary, subject to annual review commencing in 2023. For 2022, Mr. Young’s target annual cash incentive compensation opportunity will be $135,000.

As soon as practicable following commencement of his employment, Mr. Young will also be granted a one-time, long-term incentive award having a total target award value of $3,800,000 that, subject to his continued employment with the Company through December 31, 2025, will vest 25% on such date and the remaining 75% will vest on such date if and to the extent certain performance criteria are to be achieved. If, prior to the vesting date, (a) his employment is terminated because of his death or disability, by the Company without cause or by him for good reason, a pro rata portion of the award will vest or (b) a change of control occurs, the award will vest and be paid following the change of control based on the level of achievement of the performance goal as of the change of control.

Mr. Young will also receive severance if his employment is terminated by the Company without cause or by him for good reason, or due to his death or disability, equal to continued payment of his annual base salary for twelve months following termination (if such termination occurs prior to December 31, 2024 only), and a prorated amount of the target annual cash incentive compensation (regardless of when such termination occurs).

The Company and Mr. Young have entered into a Restrictive Covenant Agreement that subjects Mr. Young to noncompetition and noninterference restrictions during employment, as well as nonsolicitiation restrictions during employment and for a period of twelve months following termination of Mr. Young’s employment for any reason, and certain confidentiality and nondisparagement restrictions during employment and thereafter.

In addition, effective upon the Internalization, the Board appointed Nicholas R. Balzo as the Company’s Chief Financial Officer, Treasurer and Secretary. Mr. Balzo, age 35, has previously served as Chief Accounting Officer of the Sponsor from March 2022 until the Internalization and, from March 2021 to March 2022, Senior Vice President of DigitalBridge Group Inc. (formerly Colony Capital, Inc. and NorthStar Asset Management Group Inc.), the Sponsor’s predecessor (the “Prior Sponsor”), where Mr. Balzo was responsible for oversight of finance and accounting for the Company. Prior to this role, Mr. Balzo served in various accounting and finance roles at the Prior Sponsor since joining in 2014. Before joining the Prior Sponsor, Mr. Balzo was in the assurance practice of Baker Tilly US, LLP. Mr. Balzo, a Certified Public Accountant, earned a Bachelor of Science in Accounting and Master of Business Administration from St. John's University.

Mr. Balzo will receive an annual base salary of $325,000. Mr. Balzo will initially be eligible for annual cash incentive compensation at 50% (threshold), 100% (target) and 150% (maximum) of $225,000, subject to annual review commencing in 2023. For 2022, Mr. Balzo’s target annual cash incentive compensation opportunity will be $175,000.

As soon as practicable following commencement of his employment, Mr. Balzo will also be granted a one-time, long-term incentive award having a total target award value of $855,000 that, subject to his continued employment with the Company

through December 31, 2025, will vest 25% on such date and the remaining 75% will vest on such date if and to the extent certain performance criteria are to be achieved. If, prior to the vesting date, (a) his employment is terminated because of his death or disability, by the Company without cause or by him for good reason, a pro rata portion of the award will vest or (b) a change of control occurs, the award will vest and be paid following the change of control based on the level of achievement of the performance goal as of the change of control.

Mr. Balzo will also receive severance if his employment is terminated by the Company without cause or by him for good reason equal to continued payment of his annual base salary for twelve months following termination, and a prorated amount of the target annual cash incentive compensation.

In addition, Mr. Balzo received a retention award from an affiliate of the Advisor, which will be assumed by the Company effective as of the Internalization, which provides that, subject to his continued service through June 30, 2023, he will receive a cash bonus equal to 20% of his then-current base salary, payable within 30 days of such date.

The Company and Mr. Balzo have entered into a Restrictive Covenant Agreement that subjects Mr. Balzo to noncompetition restrictions during employment and for a period of six months following a termination of Mr. Balzo’s employment for cause or by Mr. Balzo without good reason, as well as noninterference restrictions and nonsolicitiation restrictions during employment and for a period of twelve months following termination of Mr. Balzo’s employment for any reason, and certain confidentiality and nondisparagement restrictions during employment and thereafter.

The foregoing descriptions of the employment arrangements with Mr. Young and Mr. Balzo are qualified in their entirety by the text of the offer letters and the Restrictive Covenant Agreements and, in respect of Mr. Balzo, the Retention Award Letter, copies of which are filed as Exhibits 10.3, 10.4, 10.5, 10.6 and 10.7.

Item 8.01 Other Events.

In connection with the Internalization, the Company changed its principal place of business to 16 East 34th Street, 18th Floor, New York, New York 10016.

The Company issued a press release on October 21, 2022 announcing that it had entered into the Termination Agreement. A copy of that press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

In addition, on October 21, 2022, the Company posted an investor presentation regarding the Internalization on its website at www.northstarhealthcarereit.com under “Investor Relations—Investor Communications.” The information contained on the Company’s website is not incorporated by reference herein.

Cautionary Statement Regarding Forward-Looking Statements.

This Current Report on Form 8-K may contain forward-looking statements within the meaning of the federal securities laws. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. In some cases, you can identify forward-looking statements by the use of forward-looking terminology such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” or “potential” or the negative of these words and phrases or similar words or phrases which are predictions of or indicate future events or trends and which do not relate solely to historical matters. Forward-looking statements involve known and unknown risks, uncertainties, assumptions and contingencies, many of which are beyond the Company’s control, and may cause actual results to differ significantly from those expressed in any forward-looking statement. Among others, the following uncertainties and other factors could cause actual results to differ from those set forth in the forward-looking statements: the Company’s ability to successfully manage the transition to self-management and to retain its senior executives; operating costs and business disruption may be greater than expected; the ability to realize substantial efficiencies as well as anticipated strategic and financial benefits of the Internalization; the operating performance of its investments, its financing needs, the effects of its current strategies and investment activities and its ability to effectively deploy capital. The foregoing list of factors is not exhaustive. Additional information about these and other factors can be found in in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 as well as in the Company’s other filings with the Securities and Exchange Commission (the “SEC”).

The Company cautions investors not to unduly rely on any forward-looking statements. The forward-looking statements speak only as of the date of this Current Report on Form 8-K. The Company is under no duty to update any of these forward-looking

statements after the date of this Current Report on Form 8-K, nor to conform prior statements to actual results or revised expectations, and the Company does not intend to do so.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.						Description
10.1*						Termination Agreement, dated October 2 1 , 2022, by and among NorthStar Healthcare Income, Inc., NorthStar Healthcare Operating Partnership, LP, CNI NSHC Advisors, LLC and NRF Holdco, LLC.
10.2*						Transition Services Agreement, dated October 2 1 , 2022, by and among NorthStar Healthcare Income, Inc., NorthStar Healthcare Operating Partnership, LP and CNI NSHC Advisors, LLC.
10.3						Offer Letter, dated October 2 1 , 2022, from NorthStar Healthcare Income, Inc. to Kendall Young
10.4						Restrictive Covenant Agreement, dated October 2 1 , 2022, between NorthStar Healthcare Income, Inc. and Kendall Young
10.5						Offer Letter, dated October 2 1 , 2022, from NorthStar Healthcare Income, Inc. to Nicholas Balzo
10.6						Restrictive Covenant Agreement, dated October 2 1 , 2022, between NorthStar Healthcare Income, Inc. and Nicholas Balzo
10.7						Retention Award Letter, dated July 29, 2022, from NRF Holdco, LLC and NorthStar Healthcare Income, Inc. to Nicholas Balzo
99.1						Press Release, dated October 21 , 2022
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

______________________________________________________

* Certain schedules and similar attachments have been omitted in reliance on Instruction 4 of Item 1.01 of Form 8-K and Item 601(a)(5) of Regulation S-K. The Company will provide, on a supplemental basis, a copy of any omitted schedule or attachment to the SEC or its staff upon request.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	NorthStar Healthcare Income, Inc.


Date: October 21, 2022	By:	/s/ Nicholas R. Balzo
		Nicholas R. Balzo
		Chief Financial Officer, Treasurer and Secretary

EXHIBIT 10.1

EXECUTION VERSION

TERMINATION AGREEMENT

by and among

NORTHSTAR HEALTHCARE INCOME, INC.,

NORTHSTAR HEALTHCARE INCOME OPERATING PARTNERSHIP, LP,

CNI NSHC ADVISORS, LLC and

NRF HOLDCO, LLC

dated as of

October 21, 2022

Table of Contents

Page

Article I TERMINATION OF ADVISORY AGREEMENT; CLOSING.......................................... 1

Section 1.01 Termination of the Advisory Agreement............................................ 1

Section 1.02 Assumed Liabilities............................................................................... 2

Section 1.03 Closing.................................................................................................... 2

Section 1.04 Closing Deliverables.............................................................................. 2

Article II REPRESENTATIONS AND WARRANTIES OF ADVISOR........................................... 2

Section 2.01 Organization and Qualification of Advisor......................................... 2

Section 2.02 Authority of Advisor.............................................................................. 3

Section 2.03 No Conflicts; Consents........................................................................... 3

Section 2.04 Legal Proceedings................................................................................... 3

Section 2.05 Brokers.................................................................................................... 4

Section 2.06 Title to Assigned Assets......................................................................... 4

Section 2.07 Independent Investigation; No Other Representations and

Warranties............................................................................................... 4

Article III REPRESENTATIONS AND WARRANTIES OF NHI AND NHI OP.............................. 4

Section 3.01 Organization and Qualification of NHI and NHI OP.......................... 4

Section 3.02 Authority of NHI and NHI OP............................................................... 4

Section 3.03 No Conflicts; Consents............................................................................ 5

Section 3.04 Legal Proceedings.................................................................................... 6

Section 3.05 Brokers...................................................................................................... 6

Section 3.06 Independent Investigation; No Other Representations and

Warranties................................................................................................ 6

Article IV COVENANTS...................................................................................................................... 6

Section 4.01 Preservation of Records; Post-Closing Access...................................... 6

Section 4.02 Employees and Employee Benefits......................................................... 6

Section 4.03 Transfer Taxes.......................................................................................... 9

Section 4.04 Public Announcements............................................................................. 9

Section 4.05 Efforts to Consummate.......................................................................... 10

Section 4.06 Indemnification of Advisor.................................................................... 10

Section 4.07 Intercompany Agreements..................................................................... 10

Section 4.08 Further Assurances................................................................................. 11

Section 4.09 Indemnification of Officers and Directors............................................ 11

Section 4.10 Non-Solicitation....................................................................................... 12

Section 4.11 Confidentiality......................................................................................... 13

Section 4.12 Fees and Expenses................................................................................... 14

Section 4.13 Information and Access to Certain Joint Venture Information; JV

Amendments............................................................................................. 14

Section 4.14 Voting Agreement.................................................................................... 16

Section 4.15 Right of First Offer.................................................................................. 16

Article V REMEDIES............................................................................................................................ 17

Section 5.01 Survival..................................................................................................... 17

Article VI MISCELLANEOUS............................................................................................................. 17

Section 6.01 Expenses.................................................................................................... 17

Section 6.02 Notices....................................................................................................... 17

Section 6.03 Headings................................................................................................... 18

Section 6.04 Severability............................................................................................... 18

Section 6.05 Entire Agreement..................................................................................... 18

Section 6.06 Successors and Assigns............................................................................ 18

Section 6.07 No Third-Party Beneficiaries.................................................................. 19

Section 6.08 Amendment and Modification................................................................ 19

Section 6.09 Waiver....................................................................................................... 19

Section 6.10 Governing Law......................................................................................... 19

Section 6.11 Submission to Jurisdiction...................................................................... 19

Section 6.12 Waiver of Jury Trial................................................................................ 19

Section 6.13 Specific Performance............................................................................... 19

Section 6.14 Counterparts............................................................................................. 20

Section 6.15 No Recourse.............................................................................................. 20

Exhibit A – Definitions

Exhibit B – Form of Assignment and Assumption

Exhibit C – Form of Transition Services Agreement

Exhibit D – Joint Venture Information and Access

Exhibit E – Assigned Assets

Exhibit F – Form of Acknowledgement and Waiver Agreement

TERMINATION AGREEMENT

This Termination Agreement (this “Agreement”), dated as of October 21, 2022, is entered into by and among NorthStar Healthcare Income, Inc., a Maryland corporation (“NHI”), NorthStar Healthcare Income Operating Partnership, LP, a Delaware limited partnership (“NHI OP”), CNI NSHC Advisors, LLC, a Delaware limited liability company (“Advisor”), and NRF Holdco, LLC, a Delaware limited liability company (“NRF”). NHI, NHI OP, Advisor and NRF are collectively referred to as the “Parties” and each individually as a “Party.” For purposes of this Agreement, all defined terms used in this Agreement and not defined in this Agreement shall have the meanings set forth on Exhibit A attached hereto.

RECITALS

WHEREAS, Advisor is engaged in, among other things, the business of providing management, acquisition, advisory, marketing, investor relations and certain administrative services to NHI and NHI OP pursuant to that certain Advisory Agreement, dated June 30, 2014, by and among Advisor (as successor to NSAM J-NSHC Ltd.), NHI, NHI OP and NRF (as successor to DigitalBridge Group, Inc. and NorthStar Asset Management Group Inc.) (as amended by that certain Amendment No. 1, dated as of December 20, 2017, Amendment No. 2, dated as of June 22, 2020, Amendment No. 3, dated as of June 30, 2021 and Amendment No. 4, dated as of February 28, 2022, the “Advisory Agreement”, and such business of providing the foregoing services, the “Business”);

WHEREAS, on or prior to the date of this Agreement, a committee of the Independent Directors of the Board (the “Special Committee”) approved and consented to this Agreement and the transactions contemplated hereby (the “Special Committee Approval”); and

WHEREAS, subject to the terms and conditions of this Agreement, effective as of the Closing, the Parties wish to terminate the Advisory Agreement and take certain other actions, in each case as set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:

ARTICLE I

TERMINATION OF ADVISORY AGREEMENT; CLOSING

Section 1.01 Termination of the Advisory Agreement. At the Closing, the Advisory Agreement shall be terminated (the “Termination”) and except for (a) Section 14.03, Article 16 and Article 18 of the Advisory Agreement, which shall survive such Termination for a period of six (6) years after the date hereof and (b) Article 17 of the Advisory Agreement, which shall survive such Termination for a period of one (1) year after the date hereof, the Advisory Agreement shall be void and of no further effect after the Closing. For the avoidance of doubt, Advisor, NRF, NHI and NHI OP hereby agree and irrevocably consent to the termination of the Advisory Agreement as set forth in and subject to the terms and conditions of this Section 1.01.

Section 1.02 Assumed Liabilities. At the Closing, NHI shall assume and agree to pay, perform and discharge the Assumed Liabilities. Other than the Assumed Liabilities, NHI shall not assume, whether by assignment, express or implied contract, by operation of Law or otherwise, or have any liability, obligation or responsibility for, any other liabilities of Advisor, which shall remain the liability, obligation and responsibility of Advisor in all respects.

Section 1.03 Closing. The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place by electronic exchange of signature pages at 10:00 a.m., New York City time, on the date hereof. The date on which the Closing occurs is herein referred to as the “Closing Date”.

Section 1.04 Closing Deliverables.

(a) At the Closing, Advisor shall deliver, or cause to be delivered, to NHI:

(i) the Assignment and Assumption in the form of Exhibit B hereto (the “Assignment and Assumption”) duly executed by Advisor;

(ii) evidence in form and substance reasonably satisfactory to NHI of the termination in full of the Sponsor Line of Credit, without any remaining obligations of NHI or NHI OP, effective as of the Closing Date;

(iii) a duly completed Internal Revenue Service Form W-9, executed by Advisor; and

(iv) the Transition Services Agreement in the form attached hereto as Exhibit C (the “Transition Services Agreement”) duly executed by Advisor.

(b) At the Closing, NHI shall deliver, or cause to be delivered, to Advisor:

(i) the Assignment and Assumption duly executed by NHI; and

(ii) the Transition Services Agreement duly executed by NHI.

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF ADVISOR

Except as otherwise disclosed in (a) the forms, schedules, prospectuses, registration statements, reports and other documents filed or furnished by NHI with the SEC and publicly available on or after December 31, 2020 and prior to the date of this Agreement (excluding any disclosures set forth in such SEC filings relating to forward-looking statements) or (b) the Disclosure Schedules, Advisor represents and warrants to NHI and NHI OP that the statements contained in this Article II are true and correct as of the date hereof and as of the Closing Date.

2.01 Organization and Qualification of Advisor. Advisor is a limited liability company duly organized, validly existing and in good standing under the Laws of the state of Delaware and has all necessary limited liability company power and authority to own, operate or lease the properties and assets now owned, operated or leased by it.

2.02 Authority of Advisor. Each of Advisor and NRF has all necessary limited liability company power and authority to enter into this Agreement and the other Transaction Documents to which it is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by each of Advisor and NRF of this Agreement and any other Transaction Document to which it is a party, the performance by each of Advisor and NRF of its obligations hereunder and thereunder and the consummation by each of Advisor and NRF of the transactions contemplated hereby and thereby have been duly authorized by all requisite limited liability company action on the part of Advisor and NRF. This Agreement has been duly executed and delivered by Advisor and NRF, and (assuming due authorization, execution and delivery by NHI and NHI OP) this Agreement constitutes a legal, valid and binding obligation of Advisor and NRF, enforceable against Advisor and NRF in accordance with its terms, except as such enforceability may be

limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at Law or in equity). When each other Transaction Document to which Advisor or NRF is or will be a party has been duly executed and delivered by Advisor or NRF (assuming due authorization, execution and delivery by each other party thereto), such Transaction Document will constitute a legal and binding obligation of Advisor or NRF, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at Law or in equity).

2.03 No Conflicts; Consents. The execution, delivery and performance by each of Advisor and NRF of this Agreement and the other Transaction Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) result in a violation or breach of any provision of the Governing Instruments of Advisor or NRF (as applicable); (b) to Advisor’s Knowledge, result in a violation or breach of any provision of any Law or Governmental Order applicable to Advisor or NRF (as applicable); or (c) except as set forth in Section 2.03 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under or result in the acceleration of any agreement, contract, commitment, lease, guaranty, indenture, license or other arrangement or understanding binding upon Advisor or NRF or their respective Affiliates or its or their respective properties or assets; except in the cases of clauses (b) and (c), where the violation, breach, conflict, default, acceleration or failure to give notice would not have a Material Adverse Effect and is not reasonably likely to be, individually or in the aggregate, material to Advisor or NRF or their respective subsidiaries taken as a whole. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to Advisor or NRF or their respective subsidiaries in connection with the execution and delivery of this Agreement or any of the other Transaction Documents to which Advisor or NRF is a party and the consummation of the transactions contemplated hereby and thereby (as applicable), except for such consents, approvals, Permits, Governmental Orders, declarations, filings or notices which, individually or in the aggregate, would not have a Material Adverse Effect.

2.04 Legal Proceedings. There are no Proceedings pending or, to Advisor’s Knowledge, threatened against or by Advisor or NRF or their respective controlled Affiliates that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement.

2.05 Brokers. No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Advisor or NRF or their respective controlled Affiliates.

2.06 Title to Assigned Assets. Advisor has good and valid title to, or a valid leasehold interest in, the Assigned Assets.

2.07 Independent Investigation; No Other Representations and Warranties. Each of Advisor and NRF acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, each of Advisor and NRF has relied solely upon its own investigation and the express representations and warranties of NHI and NHI OP set forth in Article III of this Agreement (including related portions of the Disclosure Schedules); and (b) except for the representations and warranties contained in Article III (as qualified by the related portions of the Disclosure Schedules), neither NHI, NHI OP, nor any other Person has made or makes any other express or implied representation or warranty, either written or oral, on behalf of NHI, NHI OP or their respective Affiliates, including any representation or warranty as to the accuracy or completeness of any information furnished or made available to Advisor or NRF (including any information, documents or materials made available to Advisor or NRF in management presentations or in any other form in expectation of the

transactions contemplated hereby) or any representation or warranty arising from statute or otherwise in Law.

SECTION III

REPRESENTATIONS AND WARRANTIES OF NHI AND NHI OP

Except as otherwise disclosed in (a) the forms, schedules, prospectuses, registration statements, reports and other documents filed or furnished by NHI with the SEC and publicly available on or after December 31, 2020 and prior to the date of this Agreement (excluding any disclosures set forth in such SEC filings relating to forward-looking statements) or (b) the Disclosure Schedules, each of NHI and NHI OP represents and warrants to Advisor that the statements contained in this Article III are true and correct as of the date hereof and as of the Closing Date.

3.01 Organization and Qualification of NHI and NHI OP. NHI is a corporation duly organized, validly existing and in good standing under the Laws of the state of Maryland and has all necessary corporate power and authority to own, operate or lease the properties and assets now owned, operated or leased by it. NHI OP is a limited liability company duly organized, validly existing and in good standing under the Laws of the state of Delaware and has all necessary limited liability company power and authority to own, operate or lease the properties and assets now owned, operated or leased by it.

3.02 Authority of NHI and NHI OP. Each of NHI, NHI OP and their respective subsidiaries has all necessary corporate or limited liability company (as applicable) power and authority to enter into this Agreement and the other Transaction Documents to which it is a party, to carry out its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by each of NHI, NHI OP and their respective subsidiaries of this Agreement and any other Transaction Documents to which it is a party, the performance by NHI, NHI OP and their respective subsidiaries of its obligations hereunder and thereunder and the consummation by NHI, NHI OP and their respective subsidiaries of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate or limited liability company action, as applicable, on the part of NHI, NHI OP and their respective subsidiaries. This Agreement has been duly executed and delivered by NHI and NHI OP, and (assuming due authorization, execution and delivery by Advisor and NRF) this Agreement constitutes a legal, valid and binding obligation of each of NHI and NHI OP enforceable against NHI and NHI OP in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at Law or in equity). When each other Transaction Document to which NHI, NHI OP and their respective subsidiaries is or will be a party has been duly executed and delivered by NHI, NHI OP and their respective subsidiaries (assuming due authorization, execution and delivery by each other party thereto), such Transaction Document will constitute a legal and binding obligation of NHI, NHI OP and their respective subsidiaries, as applicable, enforceable against such Party in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at Law or in equity). The Special Committee Approval is the only corporate approval on the part of NHI and NHI OP required with respect to the execution, delivery and performance of this Agreement and the transactions contemplated hereby, including, without limitation, the change in manager of NHI required pursuant to the Investment Advisers Act of 1940, as amended and the Advisory Agreement.

3.03 No Conflicts; Consents. The execution, delivery and performance by each of NHI, NHI OP and their respective subsidiaries of this Agreement and the other Transaction Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) result in a violation or breach of any provision of the Governing Instruments of NHI, NHI OP or their respective subsidiaries (as applicable); (b) to NHI’s Knowledge, result in a violation or breach of any provision of

any Law or Governmental Order applicable to NHI, NHI OP or their respective subsidiaries (as applicable); or (c) except as set forth in Section 3.03 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under or result in the acceleration of any agreement, contract, commitment, lease, guaranty, indenture, license or other arrangement or understanding binding upon NHI, NHI OP or their respective subsidiaries or their respective properties or assets; except in the cases of clauses (b) and (c), where the violation, breach, conflict, default, acceleration or failure to give notice would not have a Material Adverse Effect and is not reasonably likely to be, individually or in the aggregate, material to NHI and its subsidiaries taken as a whole. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to NHI, NHI OP or their respective subsidiaries in connection with the execution and delivery of this Agreement or any of the other Transaction Documents to which NHI, NHI OP or their respective subsidiaries is a party and the consummation of the transactions contemplated hereby and thereby, except for such consents, approvals, Permits, Governmental Orders, declarations, filings or notices which, individually or in the aggregate, would not have a Material Adverse Effect.

3.04 Legal Proceedings. There are no Proceedings pending or, to NHI’s Knowledge, threatened against or by NHI, NHI OP or their respective subsidiaries that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement.

3.05 Brokers. No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of NHI, NHI OP, their respective subsidiaries or the Special Committee.

3.06 Independent Investigation; No Other Representations and Warranties. Each of NHI and NHI OP acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, such Party has relied solely upon its own investigation and the express representations and warranties of Advisor and NRF set forth in Article II of this Agreement (including related portions of the Disclosure Schedules); and (b) except for the representations and warranties contained in Article II (as qualified by the related portions of the Disclosure Schedules), neither Advisor nor NRF, nor any other Person, has made or makes any other express or implied representation or warranty, either written or oral, on behalf of Advisor, NRF or their respective controlled Affiliates, including any representation or warranty as to the accuracy or completeness of any information furnished or made available to NHI or NHI OP (including any information, documents or materials made available to NHI or NHI OP in management presentations or in any other form in expectation of the transactions contemplated hereby) or any representation or warranty arising from statute or otherwise in Law.

ARTICLE VI

COVENANTS

Section 4.01 Preservation of Records; Post-Closing Access. Each Party shall, and shall cause its Affiliates to, preserve and keep the books and records held prior to the Closing by such Person (including Tax records) relating to the Business, operations and financial condition of NHI and NHI OP for a period of seven (7) years from and after the Closing Date (or longer if required by Law) and shall make such records (or copies) and its Representatives available, at reasonable times and upon reasonable advance notice and at the expense of the requesting Parties, to the other Parties and any of their respective Affiliates or Representatives as may be reasonably required by such Person in connection with any insurance claims by, legal proceedings or Tax audits against, investigations of Governmental Authorities of, compliance with Law by, the preparation of financial statements of, or any other reasonable business need of such Party or any of its Affiliates. In the event that a Party intends to destroy, alter or otherwise dispose of any such books and records following the expiration of such seven-year period, such Party

must first provide reasonable prior notice of such intended destruction to the other Parties, and provide such other Parties the opportunity to instead retrieve and/or copy such books and records.

4.02 Employees and Employee Benefits.

(a) Prior to the Closing, NHI has offered, or has caused an Affiliate of NHI to offer, to each of the employees of Advisor and/or any of its Affiliates who, as of the date of this Agreement, are primarily engaged in providing services under the Advisory Agreement, whose names are set forth on Section 4.02(a) of the Disclosure Schedules (the “Employees”) a position of employment or the opportunity to be employed by NHI (or an Affiliate thereof), in a Comparable Position with an annual base salary rate, hourly wage rate or annual base compensation rate and annual target incentive opportunity, that are each at least as favorable as that provided to such Employees as of the date of this Agreement (such economic terms, the “Total Target Direct Compensation Opportunity”), with such employment to be effective as of the Closing Date, and Advisor or its Affiliate, as applicable, shall terminate the employment of each Employee effective as of 11:59 p.m., New York City time, on the date immediately preceding the Closing Date. Prior to the Closing, Advisor or an Affiliate of Advisor has solicited an Acknowledgment and Waiver Agreement, substantially in the form attached hereto as Exhibit F, from each Employee. Those Employees who accept employment offers from NHI or an Affiliate of NHI, as applicable, and commence employment with NHI or an Affiliate of NHI shall hereafter be referred to as “Transferred Employees.” Nothing herein shall be construed as a representation or guarantee by Advisor that any particular Employee shall accept NHI’s offer of employment or shall continue in employment with NHI or its Affiliates following the Closing.

(b) Advisor and NHI intend that the transactions contemplated by this Agreement, including the transfers of employment of the Employees, shall not constitute a severance or termination of employment of any Employee prior to or upon the Closing for purposes of any severance or termination benefit plan, program, policy, agreement or arrangement of Advisor or any of its Affiliates, and that Transferred Employees shall have continuous and uninterrupted employment immediately before and immediately after the Closing.

(c) During the period commencing on the Closing Date and ending on December 31, 2022 (or if earlier, the date of the Transferred Employee’s termination of employment with NHI or an Affiliate of NHI), NHI shall, or shall cause an Affiliate of NHI to, maintain, for each Transferred Employee, (i) their respective Total Target Direct Compensation Opportunity and (ii) employee group health insurance benefits and defined contribution retirement plan benefits opportunities that are, in the aggregate, no less favorable than those provided to the Employees immediately prior to the Closing. During such period following the Closing, no Transferred Employee shall be required to relocate more than twenty-five (25) miles from such Transferred Employee’s employment location as of the Closing.

(d) NHI shall, or shall cause its Affiliates to, give each Transferred Employee full credit for such Transferred Employee’s service with Advisor or its Affiliates (and predecessors, as applicable) prior to the Closing for eligibility and vesting purposes and for purposes of vacation accrual and severance benefit determinations under any benefit plans established or maintained by NHI or its Affiliates in which the Transferred Employee participates following the Closing to the same extent recognized by NHI or its Affiliates immediately prior to the Closing under a comparable Benefit Plan in which the Transferred Employee participated; provided, however, that such service shall not be recognized (i) for purposes of benefits accrual under any defined benefit pension plans or retiree health or welfare plan or arrangement or (ii) to the extent that such recognition would result in a duplication of coverage or benefits with respect to the same period of service. NHI shall, or shall cause its Affiliates to (i) waive any preexisting condition limitations otherwise applicable to Transferred Employees and their eligible dependents under any plan maintained by NHI or its Affiliates that provides health benefits in which Transferred Employees may be eligible to participate following the Closing; (ii) honor any deductible, co-payment

and out-of-pocket maximums incurred by a Transferred Employee and his or her eligible dependents under the health plans in which such Transferred Employee participated immediately prior to the Closing during the portion of the plan year prior to the Closing in satisfying any deductibles, co-payments or out-of-pocket maximums under health plans maintained by NHI or its Affiliates in which such Transferred Employee is eligible to participate after the Closing in the same plan year in which such deductibles, co-payments or out-of-pocket maximums were incurred; and (iii) waive any waiting period limitation or evidence of insurability requirement that would otherwise be applicable to a Transferred Employee and his or her eligible dependents on or after the Closing, except to the extent such waiting period or requirement would have been applicable under a comparable Benefit Plan in which the Transferred Employee participated immediately prior to the Closing.

(e) Without limiting NHI’s and NHI OP’s indemnification obligations under the Advisory Agreement (which shall survive Termination as provided in Section 1.01), NHI shall be solely responsible for, and shall indemnify and hold harmless Advisor from, all liabilities that may result in respect of claims for statutory, contractual or common law severance or other separation benefits, together with the employer-paid portion of any employment or payroll taxes related thereto, arising out of, relating to or in connection with (i) NHI’s failure to offer employment to or continue the employment of any Employee on terms consistent with this Section 4.02 or (ii) NHI’s termination of employment of any Transferred Employee after 12:01 a.m. on the Closing Date. Without limiting the generality of Section 4.02(c), with respect to any Transferred Employee whose employment is terminated by NHI prior to December 31, 2022, NHI shall provide such Transferred Employee with the most favorable of (A) the severance benefits (including cash and welfare benefits) such Transferred Employee would have received if he or she separated from Advisor immediately prior to the Closing pursuant to any Benefit Plan, (B) the severance benefits (including cash and welfare benefits) payable to such Transferred Employee under any applicable severance plan of NHI in effect at the time of such termination; provided, however, that (x) for purposes of this covenant and NHI’s severance plans, such Transferred Employee shall be credited for service with Advisor as described in Section 4.02(d) and for service with NHI following the Closing Date, (y) NHI shall not be obligated to pay such severance pay if such Transferred Employee’s employment has been terminated by NHI for “cause,” as determined by NHI in its reasonable discretion, and (z) as a condition to such Transferred Employee’s receipt of such severance pay, NHI shall require such Transferred Employee to execute an irrevocable general release of claims which shall include as releasees Advisor and its predecessors, successors, parents and Affiliates, and all their respective present and former officers, directors, employees, agents and representatives, which release must become effective and irrevocable in accordance with its terms prior to the payment of such severance pay; provided, however, that NHI hereby covenants and agrees that NHI and its Affiliates shall not terminate the employment of any Transferred Employee during the period commencing on the Closing Date ending on November 28, 2022, other than for “cause”. In the event that an Employee fails or refuses to accept NHI’s offer of employment that complies with this Section 4.02, Advisor shall, or shall cause an Affiliate to, use reasonable efforts to retain the employment of such Employee, and to make such Employee available to NHI for a period of up to six (6) months following the Closing Date in connection with the provision of services by Advisor pursuant to the Transition Services Agreement, in exchange for NHI continuing to reimburse Advisor and its Affiliates for the costs associated with retaining such Employee, in a manner consistent with past practices and as set forth in the Transition Services Agreement. In connection with the foregoing, NHI may, upon two (2) weeks’ advance notice, request that Advisor terminate the employment of an Employee without “cause,” in which case, NHI shall reimburse Advisor and its Affiliates for any severance costs and benefits payable to such Employee in connection with such termination. In addition, NHI shall reimburse Advisor and its Affiliates for any severance costs and benefits payable to Employees in connection with any termination of employment without “cause” that occurs at the expiration of the six (6) month period following the Closing Date.

(f) Effective as of the Closing, except as may otherwise be agreed between the parties under the Transition Services Agreement, the Transferred Employees shall cease active participation in the

Benefit Plans. Advisor shall remain liable for all eligible workers’ compensation, short- and long-term disability, medical, prescription drug, dental, vision, life insurance, accidental death and dismemberment and other welfare benefit claims (“Welfare Claims”) that are incurred by the Transferred Employees prior to the Closing, and NHI shall be liable for all Welfare Claims incurred on or after the Closing by the Transferred Employees and their eligible dependents. For purposes of this Agreement, the Welfare Claims shall be deemed to be incurred as follows: (i) life, accidental death and dismemberment, short-term disability, and workers’ compensation insurance benefits, on the event giving rise to such benefits; (ii) medical, vision, dental, and prescription drug benefits, on the date the applicable services, materials or supplies were provided; and (iii) long-term disability benefits, on the eligibility date determined by the long-term disability insurance carrier for the plan in which the applicable Transferred Employee participates.

(a) This Section 4.02 shall be binding upon and inure solely to the benefit of each of the Parties to this Agreement, and nothing in this Section 4.02, express or implied, shall confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Section 4.02. Nothing contained herein, express or implied, shall be construed to establish, amend or modify any benefit plan, program, agreement or arrangement, including any Benefit Plan. The Parties hereto acknowledge and agree that the terms set forth in this Section 4.02 shall not create any right in any Transferred Employee or any other Person to any continued employment with NHI or any of its Affiliates or compensation or benefits of any nature or kind whatsoever.

4.03 Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the other Transaction Documents shall be borne and paid by NHI when due. NHI shall, at its own expense, timely file any Tax return or other document with respect to such Taxes or fees (and Advisor shall cooperate with respect thereto as necessary).

4.04 Public Announcements. The Parties shall mutually agree in writing as to the timing and contents of any public announcement or other public communications in respect of this Agreement or the transactions contemplated hereby, including, for the avoidance of doubt, a press release announcing the execution of this Agreement (with each Party to consider the other Parties’ comments with respect to such press release and any other public announcement or public communications in good faith); provided, that this provision shall not limit any Party’s disclosure obligations as required by (i) applicable Law (including, for the avoidance of doubt, any filings pursuant to the Exchange Act) or (ii) the rules and regulations of any exchange on which such Party’s or its Affiliates’ securities are traded or listed (in either case, based upon the reasonable advice of counsel). Notwithstanding the foregoing, this Section 4.04 shall not apply to any press release or other public communication to the extent it is substantially consistent with any press release, public announcement or public communication previously issued or disclosed in accordance with this Section 4.04.

4.05 Efforts to Consummate. Subject to the terms and conditions herein, the Parties hereto shall use reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary, proper or advisable to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement, including to have vacated, lifted, reversed or overturned any order, decree, ruling, judgment, injunction or other action (whether temporary, preliminary or permanent) that is then in effect and that enjoins, restrains, conditions, makes illegal or otherwise restricts or prohibits the consummation of the transactions contemplated by this Agreement and the other Transaction Documents; provided that such efforts on the part of each Party shall not require agreeing to any obligations or accommodations (financial or otherwise) binding on such Party in the event the Closing does not occur. The Parties acknowledge and agree that nothing contained in this Section 4.05 shall limit, expand or otherwise modify in any way any efforts standard explicitly applicable to any Party’s obligations under this Agreement. Each Party to this Agreement shall reasonably cooperate in

promptly seeking to obtain all such authorizations, consents, orders and approvals. The Parties each agree to promptly notify the other Parties of the existence of any event or circumstance that could reasonably be expected to result in any condition to the obligations of the other Parties to effect the transactions contemplated by this Agreement not to be satisfied.

4.06 Indemnification of Advisor. From and after the Closing, NHI and NHI OP shall, subject to the limitations contained in this Section 4.06, indemnify, defend and hold harmless Advisor and its Affiliates and their respective Representatives (“Advisor Indemnified Parties”) from and against, and pay on behalf of or reimburse such Advisor Indemnified Parties for, any Loss which any such Advisor Indemnified Party actually suffers, sustains or incurs, to the extent based on or arising out of, in whole or in part:

(a) the Assumed Liabilities; or

(b) a Proceeding brought or threatened to be brought by a third party unaffiliated with Advisor, NRF or their respective Affiliates, which primarily relates to the operation of the Business following the Closing to which an Advisor Indemnified Party is made or threatened to be made a party by virtue of its having provided investment advisory services to NHI and NHI OP pursuant to the Advisory Agreement prior to the Termination.

4.07 Intercompany Agreements. Except with respect to the agreements, arrangements and understandings set forth in Section 4.07 of the Disclosure Schedules and the Transaction Documents, the Parties shall terminate at the Closing all agreements, arrangements and understandings between Advisor, NRF and their respective Affiliates and its and their directors, officers and employees, on the one hand, and NHI, NHI OP and their respective Affiliates, on the other hand.

4.08 Further Assurances. Following the Closing, each of the Parties hereto shall, and shall cause their respective Affiliates to, execute and deliver such additional documents, instruments, conveyances and assurances and take such further actions as may be reasonably required to carry out the provisions hereof and give effect to the transactions contemplated by this Agreement and the other Transaction Documents.

4.09 Indemnification of Officers and Directors.

(a) From the Closing Date until the sixth (6th) anniversary thereof, NHI shall, to the fullest extent permitted under applicable requirements under the Laws of the State of Maryland in effect from time to time, and without requiring a preliminary determination of the ultimate entitlement to indemnification, provide indemnification to each Indemnified Person to the same extent as and under the same conditions and procedures to which such Indemnified Person is entitled on the date of this Agreement under the Governing Instruments of NHI and its subsidiaries and as provided in employment or indemnification agreements with such Indemnified Person as in effect on the date of this Agreement in connection with any pending or threatened Proceeding based on or arising out of, in whole or in part, the fact that such Indemnified Person is or was a director or officer or person serving at the request of NHI and its subsidiaries, or is or was serving at the request of NHI as an officer or director of another corporation, joint venture or other enterprise or general partner of any partnership or a trustee of any trust, at or prior to the Closing and pertaining to any and all matters pending, existing or occurring at or prior to the Closing, whether asserted or claimed prior to, at or after the Closing, including any such matter arising under any claim with respect to the transactions contemplated hereby. Without limiting the foregoing, from the Closing Date until the sixth (6th) anniversary thereof, NHI shall also, to the fullest extent permitted under applicable requirements under Law, advance reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by the Indemnified Persons in connection with matters for which such Indemnified Persons are eligible to be indemnified pursuant to this Section 4.09(a) within fifteen (15) days after receipt by NHI of a written request for such advance, subject to the execution by

such Indemnified Persons of appropriate undertakings in favor of NHI to repay such advanced costs and expenses if it is ultimately determined in a final and nonappealable judgment of a court of competent jurisdiction that such Indemnified Person is not entitled to be indemnified under this Section 4.09(a).

(b) From the Closing Date until the sixth (6th) anniversary thereof, NHI shall not amend, repeal or otherwise modify the exculpation, indemnification and advancement of expenses provisions of the Governing Instruments of NHI and its subsidiaries as in effect immediately prior to the Closing or in any indemnification contracts of NHI or its subsidiaries with any of their respective directors, officers or employees as in effect immediately prior to the Closing, in each case in any manner that would adversely affect the rights thereunder of any individuals who at the Closing were current or former directors, officers or employees of NHI or its subsidiaries.

(c) From the Closing Date until the sixth (6th) anniversary thereof, NHI shall maintain in effect NHI’s and its subsidiaries’ current directors’ and officers’ liability insurance policies covering acts or omissions occurring (or alleged to occur) at or prior to the Closing with respect to Indemnified Persons (provided that NHI may substitute therefor policies with reputable carriers of at least substantially similar coverage containing terms, conditions and exclusions that are not less favorable to the Indemnified Persons); provided, however, that in no event shall NHI be required to expend pursuant to this Section 4.09(c) more than an amount per year equal to 250% of current annual premiums paid by NHI for such insurance. In the event that, but for the proviso to the immediately preceding sentence, NHI would be required to expend more than 250% of the current annual premiums, NHI shall obtain the maximum amount of such insurance obtainable by payment of annual premiums equal to 250% of current annual premiums. In lieu of the foregoing, NHI may, at its election, purchase from a reputable carrier a six (6)-year prepaid “tail policy” of at least substantially similar coverage containing terms, conditions and exclusions that are no less favorable to the Indemnified Persons, for acts or omissions occurring (or alleged to occur) at or prior to the Closing with respect to Indemnified Persons, at an aggregate cost not exceeding the aggregate maximum amount payable pursuant to the provisions above for such six (6)-year period; provided, that if the cost of such insurance coverage exceeds such maximum amount, NHI shall obtain a policy with the greatest coverage available for a cost not exceeding such maximum amount. The provisions of this Section 4.09 shall survive the consummation of the Closing for a period of six (6) years and are expressly intended to benefit each of the Indemnified Persons; provided, however, that in the event that any claim or claims for indemnification that exist prior to the Closing or are asserted or made within such six (6)-year period, all rights to indemnification in respect of any such claim or claims shall continue until disposition of any and all such claims. The provisions of this Section 4.09 are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by contract or otherwise. Unless required by applicable Law, this Section 4.09 may not be amended, altered or repealed after the Closing in such a manner as to adversely affect the rights of any Indemnified Person or any of his or her heirs without the prior written consent of the affected Indemnified Person.

(d) In the event NHI or any of its successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in each such case, NHI shall ensure that proper provision is made so that the successors and assigns of NHI assume the obligations set forth in this Section 4.09. For the avoidance of doubt, nothing in this Section 4.09 shall be deemed to provide Advisor, NRF or any of their respective Affiliates a consent right over such merger or other transaction.

4.10 Non-Solicitation. For a period of one (1) year after the Closing Date, Advisor agrees that it shall not, and shall cause CWP Bidco LP and its controlled Affiliates not to, without NHI’s prior written consent, (i) solicit or encourage any person to leave the employment or other service of NHI, NHI OP or any of their respective controlled Affiliates, (ii) hire, on behalf of Advisor or any Affiliate, any person

who has left the employment of NHI, NHI OP or any of their respective controlled Affiliates within the one (1)-year period following the termination of that person’s employment with NHI, NHI OP or any of their respective controlled Affiliates or (iii) intentionally interfere with the relationship of NHI, NHI OP or any of their respective controlled Affiliates with, or endeavor to entice away from NHI, NHI OP or any of their respective controlled Affiliates, any person who during the term of the Advisory Agreement, or during the preceding one (1)-year period, was a tenant, co-investor, co-developer, joint venturer or other customer of NHI, NHI OP or any of their respective controlled Affiliates; provided that, the foregoing restrictions in clause (i) and (ii) shall not apply to general searches by use advertising or recruiting firms that are not directly or indirectly targeted at such employees and hiring any individual who responds to such general solicitation. Advisor acknowledges and agrees that, in addition to any damages, NHI may be entitled to equitable relief for any violation of this Section 4.10 by Advisor or its Affiliates, including injunctive relief.

4.11 Confidentiality. From and after the Closing, (i) NHI, NHI OP and their respective Affiliates shall be permitted to retain any information, files, documents and other materials related to Advisor or its Affiliates or their respective business, which NHI, NHI OP and their respective Affiliates obtained prior to Closing and (ii) Advisor, NRF and their respective Affiliates shall be permitted to retain any information, files, documents and other materials related to NHI and NHI OP or their Affiliates or the Business, which Advisor and its Affiliates acquired pursuant to the Advisory Agreement prior to Closing, in each case which are retained on e-mail platforms, in archival back-up tapes or similar storage media or otherwise retained, and which cannot be expunged without considerable efforts, provided that such materials, to the extent containing confidential information of another Party (but, for the avoidance of doubt, excluding confidential information to the extent of or relating to the Party retaining such confidential information, its Affiliates and their respective businesses, assets, financial condition and operations), are kept confidential and not used for the benefit of any other Person; provided, however, that the foregoing confidentiality obligations shall not apply to the extent disclosure is required to be made pursuant to applicable Law, Governmental Authority, duly authorized subpoena or court order, or to the extent disclosure is required to be included in any governmental or regulatory filings made by a Party; provided, further, that in the event that a Party or its Affiliates is so required to make such disclosure, such applicable Person shall (i) promptly notify the applicable Party thereof to the extent permitted by Law of the existence, terms and circumstances surrounding the Law or legal process requiring disclosure of such information, (ii) consult with such other Party on the advisability of taking steps to resist or narrow such disclosure obligation, (iii) if disclosure of such information is required, furnish only such portion of the information as such Person is advised by counsel is legally required to be disclosed, and (iv) cooperate, at such other Party’s expense, with any action reasonably requested by such other Party in its efforts to obtain an order or other reliable assurance that confidential treatment will be accorded to such portion of the information that is required to be disclosed. Notwithstanding anything to the contrary contained herein, the foregoing provisions shall not apply to the extent disclosure is necessary in order for such Party to perform its obligations pursuant to the Transition Services Agreement. Notwithstanding the foregoing, such confidential information shall not include information that (A) is or becomes part of the public domain other than by a disclosure by the applicable Party or any of its Affiliates or their respective Representatives in breach of this Section 4.11, (B) was already in the possession of the applicable Party or its Affiliates (unless such information was in the possession of the applicable Party or its Affiliates in a fiduciary capacity or under a written obligation of confidentiality), (C) was obtained by the applicable Party from a third party, which third party did not disclose such information, to the applicable Party’s knowledge, in breach of a confidentiality obligation of such third party not to disclose such information or (D) was developed independently by the applicable Party without using or referring to any of such other Party’s confidential information. It is understood and agreed that for purposes of this Section 4.11, there shall be no legal requirement to disclose any confidential information solely by virtue of the fact that, absent such disclosure, a Party its Affiliates would be restricted from transacting in securities of the other Party or would be unable to file any proxy materials in compliance with Section 14(a) of the Exchange Act or the rules promulgated thereunder.

4.12 Fees and Expenses. Any accrued and payable but unpaid Asset Management Fee (as defined in the Advisory Agreement) and Excess Cash Management Fee (as defined in the Advisory Agreement) payable to Advisor pursuant to Section 8.02 of the Advisory Agreement as of the Closing Date (the foregoing, “Accrued Management Fees”), and any accrued and payable but unpaid expenses and fees payable to Advisor pursuant to Article 9 of the Advisory Agreement as of the Closing Date (“Advisor Expenses”) shall be paid in full by NHI to Advisor (a) in the case of Accrued Management Fees, in the form of Shares, at a price per Share equal to the NAV (as defined in the Advisory Agreement) per Share, as may be adjusted for any Special Distribution (as defined in the Advisory Agreement) and (b) in the case of Advisor Expenses, in cash, in each case as promptly as reasonably practicable after the Closing Date, but in no event later than thirty (30) days after the Closing Date; provided, that in the case of Advisor Expenses, the amount of such Advisor Expenses payable to Advisor hereunder shall be reduced by the Accrued 2022 Bonus Amount. Advisor acknowledges and agrees that (i) the only period for which Accrued Management Fees are due and payable is from September 1, 2022 through the Closing Date and for no other periods whatsoever, (ii) except as provided by the foregoing clause (i), NHI’s obligation to pay any such fees under the Advisory Agreement shall terminate in its entirety at the Closing, and (iii) the only period for which Advisor Expenses are due and payable is the period prior to the Closing Date.

4.13 Information and Access to Certain Joint Venture Information; JV Amendments.

(a) With respect to each Joint Venture, Advisor shall, and shall cause its Affiliates who are party to the relevant Joint Venture Agreements to, from and after the date hereof until the earlier of such time as (x) neither NHI nor one of its Affiliates holds any partnership interests in such Joint Venture and (y) neither Advisor nor any of Advisor’s Affiliates (individually or collectively) holds the majority of the partnership interests in such Joint Venture, to provide to NHI or its applicable Affiliate who is a party to the relevant Joint Venture Agreement all information or documentation of the Joint Venture as may be reasonably requested by NHI or its applicable Affiliate that is reasonably available to Advisor or one of its Affiliates, to the extent such information or documents relate to a rational business purpose of NHI or one of its Affiliates or the extent otherwise necessary or advisable for NHI or one of its Affiliates to satisfy or demonstrate compliance with its legal, regulatory or disclosure obligations under the federal securities Laws or other obligations under applicable Law. Without limiting the generality of the foregoing, for each Joint Venture during the applicable period set forth in the preceding sentence, Advisor or its applicable Affiliate party to such Joint Venture shall provide to NHI or its applicable Affiliate party to such Joint Venture all such other information set forth on Exhibit D hereto. For the avoidance of doubt, the Parties acknowledge and agree that the rights provided to NHI and its Affiliates under this Section 4.13(a) shall be in addition to all of their respective rights under the Joint Venture Agreements, it being understood and agreed that nothing in this Section 4.13(a) shall be deemed to limit or restrict in any respect NHI’s or its applicable Affiliate’s rights under any of the Joint Venture Agreements.

(b) With respect to each Joint Venture, Advisor shall, and shall cause its Affiliates who are party to the relevant Joint Venture Agreements to, from and after the date hereof until the earlier of such time as (x) neither NHI nor one of its Affiliates holds any partnership interests in such Joint Venture and (y) neither Advisor nor any of Advisor’s Affiliates (individually or collectively) holds the majority of the partnership interests in such Joint Venture, deliver to such Joint Venture (or the NHI Affiliate who is a party to the relevant Joint Venture Agreement) annual PCAOB-compliant audited financial statements to the extent reasonably requested by such Joint Venture (or the NHI Affiliate who is a party to the relevant Joint Venture Agreement); provided that such requesting party shall bear the incremental and documented cost and expenses incurred by Advisor, its Affiliates and third parties in connection with satisfying such audit standards as opposed to the costs and expenses that would have been incurred in connection with preparing and delivering AICPA-compliant audited financial statements.

(c) With respect to each Joint Venture, each of Advisor and NHI shall, and shall cause their respective Affiliates who are party to the relevant Joint Venture Agreements to, from and after the date hereof until the earlier of such time as (x) neither NHI nor one of its Affiliates holds any partnership interests in such Joint Venture and (y) neither Advisor nor any of Advisor’s Affiliates (individually or collectively) holds the majority of the partnership interests in such Joint Venture, cause the obligations contained in the sentence immediately preceding Section 8.5 in each Joint Venture Agreement to be disregarded and replaced with the following:

The Designated Partner shall not knowingly cause the Partnership or its subsidiaries to take any actions that would cause NHI to be in violation of Articles V.A., V.B., V.C., V. D., V. G., V. H., V. J. (excluding the first sentence thereof), and V.K.1 through .3 of the NASAA Restrictions (including taking into account the relevant definitions set forth in Article I of the NASAA Restrictions) without the prior written consent of the NHI Partner until such time (the “NASAA Termination Date”) that is the earlier to occur of (i) NHI no longer holds any direct or indirect interests in the Partnership, and (ii) the NHI Partner informing the Designated Partner in writing that NHI is no longer subject to such NASAA Restrictions. Additionally, the Designated Partner shall notify the NHI Partner in writing in advance of causing the Partnership or its subsidiaries to take any action that, to the actual knowledge of the Designated Partner, would reasonably be expected to cause NHI to be in violation of Article II.G. or Article IV of the NASAA Restrictions (including taking into account the relevant definitions set forth in Article I of the NASAA Restrictions). To the extent that the NHI Partner informs the Designated Partner in writing that any action proposed to be taken by the Partnership or its subsidiaries (whether or not the NHI Partner was informed in writing of such action by the Designated Partner) would cause NHI to be in violation of Article II.G. or Article IV of the NASAA Restrictions (including taking into account the relevant definitions set forth in Article I of the NASAA Restrictions), the Designated Partner shall not cause the Partnership or its subsidiaries to take any such action without the prior written consent of the NHI Partner until such time that is the earlier to occur of (i) the NASAA Termination Date, and (ii) NHI Partner consents in writing to such action.

(d) NHI and Advisor agree that, as soon as reasonably practicable following the Closing Date, NHI and Advisor shall, and shall cause their respective Affiliates who are party to the Joint Venture Agreements to, use their respective commercially reasonable efforts to enter into amendments to the Joint Venture Agreements to reflect the obligations set forth in the foregoing Section 4.13(a) (including Exhibit D hereto), Section 4.13(b) and Section 4.13(c) (in each case, without taking into account clause (y) thereof) as obligations of the Designated Partner (as defined in the applicable Joint Venture Agreement) and, in the case of Section 4.13(c), the NHI Partner (as defined in the applicable Joint Venture Agreement) (such amendments, the “JV Amendments”).

(e) Upon the effectiveness of any JV Amendment with respect to a particular Joint Venture Agreement that is in compliance with the foregoing Sections 4.13(a)-(d), Advisor’s and NHI’s obligations (as applicable) under this Section 4.13 solely with respect to the applicable Joint Venture shall terminate. Upon the effectiveness of a JV Amendment with respect to each Joint Venture Agreement that is in compliance with the foregoing Sections 4.13(a)-(d), all of Advisor’s and NHI’s obligations under this Section 4.13 shall terminate.

4.14 Voting Agreement. From the date hereof (i) until the earlier of (x) the date on which Advisor and its controlled Affiliates collectively cease to beneficially own at least one percent (1%) of the issued and outstanding Shares and (y) the second (2nd) anniversary of the date hereof, Advisor shall, and shall cause its controlled Affiliates who own any Shares to, be present for purposes of establishing a quorum of the stockholders at any meeting of the stockholders of NHI and (ii) until the earlier of (x) the first (1st) anniversary of the date hereof, (y) one day after the date on which NHI’s 2023 Annual Meeting of Stockholders is held (taking into account any adjournment or postponement thereof), and (z) the date on

which Advisor and its controlled Affiliates collectively cease to beneficially own at least one percent (1%) of the issued and outstanding Shares, Advisor shall, and shall cause its controlled Affiliates who own any Shares to, (a) cause such Shares to be voted in favor of the election of the director nominees recommended by the Board in NHI’s definitive proxy statement on Schedule 14A and against any director nominees not recommended by the Board in NHI’s definitive proxy statement on Schedule 14A and against removal of any then-incumbent directors and (b) on any “say-on-pay” vote, cause such Shares to be voted in a manner consistent with the recommendation of the Board on such matter as set forth in NHI’s definitive proxy statement on Schedule 14A.

4.15 Right of First Offer. In the event that Advisor desires to sell or otherwise transfer all or any portion of Advisor’s Shares (the “Offered Shares”), Advisor shall first submit in good faith to NHI a written notice (the “Offer Notice”), which shall include (i) the proposed sale price for the Offered Shares, (ii) all details of the payment terms and other material terms and conditions in connection with the proposed sale of the Offered Shares and (iii) clear instructions regarding acceptance of the Offer Notice. The purchase price for the Offered Shares shall be expressed in U.S. dollars, whether or not the form of consideration is wholly or partially cash or cash equivalents. NHI shall then have the right, but not the obligation, to purchase all or any portion of the Offered Shares on the terms set forth in the Offer Notice until the expiration of the thirty (30)-day period following the delivery of the Offer Notice (the “ROFO Election Period”). If NHI elects to purchase any Offered Shares prior to the expiration of the ROFO Election Period, each of NHI and Advisor shall take all actions as may be reasonably necessary to consummate the transfer contemplated by this Section 4.15, including, without limitation, entering into agreements and delivering certificates and instruments and consents as may be deemed reasonably necessary or appropriate by NHI and Advisor. If NHI has not elected to purchase any Offered Shares (or has elected to purchase only a portion of the Offered Shares) prior to the expiration of the ROFO Election Period, Advisor may, within ninety (90) days after the expiration of the ROFO Election Period, transfer the Offered Shares (or the applicable portion thereof that NHI did not elect to purchase) on not less favorable economic terms to NHI than the terms and conditions as set forth in the Offer Notice, including a sale price of at least 95% of the sale price set forth in the Offer Notice on a pro rata basis. If any such Offered Shares are not transferred during such ninety (90)-day period, Advisor shall again be required to comply with the terms of this Section 4.15 with respect to such Shares in connection with any proposed transfer of such Shares.

ARTICLE V

REMEDIES

5.01 Survival. The Parties, intending to modify any applicable statute of limitations, agree that (a) representations and warranties in this Agreement and in any certificate delivered pursuant hereto shall terminate effective as of the Closing and shall not survive the Closing for any purpose, and thereafter there shall be no liability on the part of, nor shall any claim be made by, any Party or any of their respective Affiliates in respect thereof, and (b) after the Closing, there shall be no liability on the part of, nor shall any claim be made by, any Party or any of their respective Affiliates in respect of any covenant or agreement to be performed prior to the Closing.

ARTICLE VI

MISCELLANEOUS

6.01 Expenses. Except as otherwise provided in this Agreement or the other Transaction Documents, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the Party incurring such costs and expenses. For the avoidance of doubt, none of the costs or expenses incurred by Advisor in connection with the negotiation of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby (including any costs of legal counsel or other advisors or any other third-party costs) shall be deemed

Advisor Expenses or otherwise reimbursable under the Advisory Agreement, it being understood and agreed that any such costs and expenses shall be for the sole account of Advisor except to the extent otherwise expressly provided herein or in another Transaction Document.

6.02 Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by e-mail if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient; or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 6.02):

If to Advisor or NRF: c/o CNI NSHC Advisors, LLC and NRF Holdco, LLC

870 Seventh Avenue, 2nd Floor

New York, NY 10019

Attention: Zachary Berger; Matthew Gunlock

Email: zberger@highgatecapinv.com;

mgunlock@highgate.com

with a copy (which shall not constitute notice) to: Latham & Watkins LLP

330 North Wabash Avenue, Suite 2800

Chicago, IL 60611

Attention: Gary Axelrod

Email: gary.axelrod@lw.com

If to NHI or NHI OP: NorthStar Healthcare Income, Inc.

16 E. 34th Street

New York, NY 10016

Attention: Nick Balzo

Email: nbalzo@northstarhealthcarereit.com

with a copy (which shall not constitute notice) to: Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, NY 10019

Attention: Adam Turteltaub; Danielle Scalzo

Email: aturteltaub@willkie.com;

dscalzo@willkie.com

Section 6.03 Headings. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

Section 6.04 Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

Section 6.05 Entire Agreement. This Agreement and the Transaction Documents constitute the sole and entire agreement of the Parties to this Agreement with respect to the subject matter contained herein, and supersede all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter.

Section 6.06 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors and permitted assigns. No Party may assign its rights or obligations hereunder without the prior written consent of the other Parties, which consent shall not be unreasonably withheld or delayed. No assignment shall relieve the assigning party of any of its obligations hereunder. Notwithstanding the foregoing, following the Closing, a Party may assign all of its rights and obligations in whole under this Agreement in connection with a merger, consolidation, liquidation or other business combination involving or an acquisition of all or substantially all assets of such Party by an unaffiliated third party so long as the resulting, surviving or transferee person assumes all the obligations of the relevant Party hereto by operation of Law or otherwise.

Section 6.07 No Third-Party Beneficiaries. Except as provided in Section 4.09, this Agreement is for the sole benefit of the Parties hereto and their respective successors and permitted assigns, and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Section 6.08 Amendment and Modification. This Agreement may only be amended, modified or supplemented by an agreement in writing signed by the Parties.

Section 6.09 Waiver. No waiver by any Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the Party so waiving. No waiver by any Party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

Section 6.10 Governing Law. This Agreement shall be governed by and construed in accordance with the internal Laws of the State of Delaware without giving effect to any choice or conflict of Law provision or rule (whether of the State of Delaware or any other jurisdiction).

Section 6.11 Submission to Jurisdiction. Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any Delaware state court or federal court of the United States of America sitting in the City of Wilmington, County of New Castle, and any appellate court from any thereof, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.

Section 6.12 Waiver of Jury Trial. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 6.13 Specific Performance. The Parties agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the Parties shall be entitled to specific performance of the terms hereof, in addition to any other remedy to which they are entitled at Law or in equity. Each Party agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief when expressly available pursuant to the terms of this Agreement, and hereby waives (x) any defenses in any action for an injunction, specific performance or other equitable relief, including the defense that the other Parties have an adequate remedy at Law or an award of specific performance is not an appropriate remedy for any reason at Law or

equity, and (y) any requirement under applicable Law to post a bond, undertaking or other security as a prerequisite to obtaining equitable relief.

Section 6.14 Counterparts. This Agreement may be executed in separate counterparts, each of which shall be an original and all of which, when taken together, shall constitute one and the same agreement. Counterparts may be delivered via electronic mail (including .pdf or electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method, and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

Section 6.15 No Recourse. This Agreement may only be enforced against, and any claims or causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement or the transactions contemplated hereby, may only be made against the entities and Persons that are expressly identified as parties to this Agreement in their capacities as such, and no former, current or future stockholders, equity holders, controlling persons, directors, officers, employees, general or limited partners, members, managers, agents or Affiliates of any Party hereto, or any former, current or future direct or indirect stockholder, equity holder, controlling person, director, officer, employee, general or limited partner, member, manager, agent or Affiliate of any of the foregoing (each, a “Non-Recourse Party”) shall have any liability for any obligations or liabilities of the Parties to this Agreement or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any oral representations made or alleged to be made in connection herewith. Without limiting the rights of any Party against the other Parties hereto, in no event shall any Party or any of its Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages from, any Non-Recourse Party.

[SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the date first written above by their respective duly authorized officers.

NHI:

NORTHSTAR HEALTHCARE INCOME, INC.

By: /s/ Ann B. Harrington

Name: Ann B. Harrington

Title: Interim Chief Executive Officer, President, General Counsel and Secretary

NHI OP:

NORTHSTAR HEALTHCARE INCOME OPERATING PARTNERSHIP, LP

By: NorthStar Healthcare Income, Inc.

Its: General Partner

By: /s/ Ann B. Harrington

Name: Ann B. Harrington

Title: Interim Chief Executive Officer, President, General Counsel and Secretary

[Signature Page to Termination Agreement]

ADVISOR:

CNI NSHC ADVISORS, LLC

By: /s/ Paul Varisano

Name: Paul Varisano

Title: Authorized Signatory

NRF:

NRF HOLDCO, LLC

By: /s/ Paul R. Womble

Name: Paul Womble

Title: Authorized Signatory

[Signature Page to Termination Agreement]

Exhibit A

DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below:

“$” means United States dollars.

“Accrued 2022 Bonus Amount” means $175,666.67.

“Accrued Management Fees” has the meaning set forth in Section 4.12.

“Advisor” has the meaning set forth in the preamble to this Agreement.

“Advisor Expenses” has the meaning set forth in Section 4.12.

“Advisor Indemnified Parties” has the meaning set forth in Section 4.06.

“Advisor’s Knowledge” means the actual knowledge of Paul Varisano and Ann Harrington.

“Advisory Agreement” has the meaning set forth in the Recitals.

“Affiliate” of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. For purposes of this Agreement, NHI, NHI OP and their respective subsidiaries shall not be Affiliates of Advisor or Advisor’s Affiliates, and Advisor and its Affiliates shall not be Affiliates of NHI, NHI OP and their respective subsidiaries.

“Agreement” has the meaning set forth in the preamble to this Agreement.

“Assigned Assets” means the assets set forth on Exhibit E hereto.

“Assignment and Assumption” has the meaning set forth in Section 1.04(a)(i).

“Assumed Liabilities” means the liabilities, commitments or obligations arising after the Closing related to the (i) Assigned Assets, (ii) the employment and compensation of and provision of benefits to the Transferred Employees, (iii) the Retention Agreements, and (iv) all amounts that remain payable under the Advisory Agreement to the Advisor and any obligations under the Advisory Agreement that specifically survive termination thereof as provided in Section 1.01 of this Agreement.

“Benefit Plan” means each material benefit, retirement, employment, consulting, compensation, incentive, bonus, change in control, severance, vacation, paid time off, welfare and fringe-benefit agreement, plan, policy and program in effect and covering one or more employees, or the beneficiaries or dependents of any such Persons, and is maintained, sponsored, contributed to, or required to be contributed to by Advisor or its Affiliates for the benefit of any Employee, or under which Advisor or its Affiliates has any material liability for premiums or benefits with respect to any Employee.

“Board” means the Board of Directors of NHI, as of any particular time.

“Business” has the meaning set forth in the Recitals.

“Business Day” means any day other than a Saturday or a Sunday or other day on which banking institutions in the State of New York are authorized or required by Law or other governmental action to close.

“Closing” has the meaning set forth in Section 1.03.

“Closing Date” has the meaning set forth in Section 1.03.

“Comparable Position” is a position with NHI or its Affiliates in which (a) the Employee’s position and level of responsibilities with respect to the business of NHI is substantially the same as such Employee’s position and level of responsibilities immediately prior to the Closing, and (b) the Employee is not required to relocate more than 25 miles from the Employee’s principal business location immediately prior to the Closing.

“Eclipse JV Agreement” means the Amended and Restated Partnership Agreement of Eclipse Health, General Partnership, dated as of January 30, 2015, by and between Eclipse GP Health Holdings-T, LLC, a Delaware limited liability company, and Eclipse Health Holdings NT-HCI, LLC, a Delaware limited liability company, as amended, restated or modified from time to time.

“Employees” has the meaning set forth in Section 4.02(a).

“Encumbrance” means any lien, pledge, mortgage, deed of trust, security interest, charge, claim, easement, encroachment or other similar encumbrance.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“GAHR JV Agreement” means the Amended and Restated Partnership Agreement of Healthcare GA Holdings, General Partnership, dated as of January 13, 2015, by and between Healthcare GA Holdings-T, LLC, a Delaware limited liability company, and Healthcare GA Holdings NT-HCI, LLC, a Delaware limited liability company, as amended restated or modified from time to time.

“Governing Instruments” means, with regard to any entity, the articles of incorporation or certificate of incorporation and bylaws in the case of a corporation, the certificate of limited partnership (if applicable) and the partnership agreement in the case of a general or limited partnership, the articles of formation or certificate of formation and the limited liability company agreement or operating agreement in the case of a limited liability company, the trust instrument in the case of a trust, or similar governing documents, in each case as amended from time to time.

“Governmental Authority” means any federal, state, local or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the extent that the rules, regulations or orders of such organization or authority have the force of Law), or any arbitrator, court or tribunal of competent jurisdiction.

“Governmental Order” means any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority.

“Indemnified Person” means any person who is now, or has been at any time prior to the Closing, (x) an officer or director of NHI (or a predecessor of NHI) or its subsidiaries and who is made, or threatened to be made, a party to, or witness in, a Proceeding by reason of his or her service in that capacity or (y) while a director or officer of NHI (or a predecessor of NHI) and at the request of NHI (or a

predecessor of NHI), serves or has served as a director, officer, trustee, member, manager, employee, partner or agent of another corporation, real estate investment trust, limited liability company, partnership, joint venture, trust, employee benefit plan or any other enterprise and who is made or threatened to be made a party to, or witness in, a Proceeding by reason of his or her service in that capacity.

“Independent Directors” means the members of the Board who are not officers or employees of Advisor or any Person directly or indirectly controlling or controlled by Advisor, and who are otherwise “independent” in accordance with NHI’s Governing Instruments.

“Joint Ventures” means each of (a) Eclipse Health, General Partnership, a general partnership organized under the Laws of the State of Delaware, and (b) Healthcare GA Holdings, General Partnership, a general partnership organized under the Laws of the State of Delaware.

“Joint Venture Agreements” means each of (a) the Eclipse JV Agreement and (b) the GAHR JV Agreement.

“JV Amendments” has the meaning set forth in Section 4.13(d).

“Law” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, other requirement or rule of law of any Governmental Authority.

“Loss” means any loss (including diminutions in value), liability, demand, claim, action, cause of action, cost, damage, deficiency, Tax, penalty, fine or expense, whether or not arising out of any claims by or on behalf of any third party, including interest, penalties, reasonable attorneys’ fees and expenses and all reasonable amounts paid in investigation, defense or settlement of any of the foregoing.

“Material Adverse Effect” means any event, occurrence, fact, condition or change that has a material adverse effect on the ability of a Party to consummate the transactions contemplated hereby.

“NHI” has the meaning set forth in the Preamble.

“NHI OP” has the meaning set forth in the Preamble.

“NHI’s Knowledge” means the actual knowledge of Kendall Young and Nicholas Balzo.

“Non-Recourse Party” has the meaning set forth in Section 6.15.

“Offer Notice” has the meaning set forth in Section 4.15.

“Offered Shares” has the meaning set forth in Section 4.15.

“Party” and “Parties” have the meaning set forth in the preamble to this Agreement.

“Permits” means all permits, licenses, franchises, approvals, authorizations and consents required to be obtained from Governmental Authorities.

“Person” means an individual, corporation, partnership, joint venture, limited liability company, Governmental Authority, unincorporated organization, trust, association or other entity.

“Proceeding” means any claim, action, suit, proceeding or investigation.

“Retention Agreements” means those certain Retention Award Letters, dated as of July 29, 2022, with each of Nick Balzo, Jai Samlall, Bridget Jarvis, Kamila Yusupova, Crispen Carey, and Stephanie Tapiero.

“Representative” means, with respect to any Person, any and all directors, managers, members, officers, employees, consultants, financial advisors, counsel, accountants and other agents of such Person.

“ROFO Election Period” has the meaning set forth in Section 4.15.

“SEC” means the United States Securities and Exchange Commission.

“Shares” means the common stock of NHI, par value $0.01 per share.

“Special Committee” has the meaning set forth in the Recitals.

“Special Committee Approval” has the meaning set forth in the Recitals.

“Sponsor Line of Credit” means that certain Amended and Restated Revolving Line of Credit Agreement, dated as of March 30, 2018, by and between NorthStar Healthcare Income, Inc., as borrower, and CNI Healthcare Funding, LLC, as lender, as amended by (i) the First Amendment thereto, dated as of ____, 2019, (ii) the Second Amendment thereto, dated as of July 9, 2020, (iii) the Third Amendment thereto, dated as of June 30, 2021 and (iv) the Fourth Amendment thereto, dated as of February 28, 2022.

“Taxes” means all federal, state, local, foreign and other income, gross receipts, sales, use, production, ad valorem, transfer, franchise, registration, profits, license, lease, service, service use, withholding, payroll, employment, unemployment, estimated, excise, severance, environmental, stamp, occupation, premium, property (real or personal), real property gains, windfall profits, customs, duties or other taxes, fees, assessments or charges of any kind whatsoever, together with any interest, additions or penalties with respect thereto and any interest in respect of such additions or penalties.

“Total Target Direct Compensation Opportunity” has the meaning set forth in Section 4.02(a).

“Transaction Documents” means this Agreement, the Assignment and Assumption, the Transition Services Agreement and the other agreements, instruments and documents required to be delivered at the Closing.

“Transferred Employees” has the meaning set forth in Section 4.02(a).

“Transition Services Agreement” has the meaning set forth in Section 1.04(a)(iv).

EXHIBIT 10.2

EXECUTION VERSION

TRANSITION SERVICES AGREEMENT

This Transition Services Agreement (this “Agreement”), dated as of October 21, 2022 (the “Effective Date”), is by and between NorthStar Healthcare Income, Inc., a Maryland corporation (“NHI”), NorthStar Healthcare Income Operating Partnership, LP, a Delaware limited partnership (“NHI OP” and together with NHI, the “NHI Parties”), and CNI NSHC Advisors, LLC, a Delaware limited liability company (“Advisor”). The NHI Parties, on the one hand, and Advisor, on the other hand are each referred to herein as a “Party” and collectively as the “Parties.”

WHEREAS, the Parties and NRF Holdco, LLC, a Delaware limited liability company (“NRF”), have entered into that certain Termination Agreement, dated as of even date herewith (the “Termination Agreement”), pursuant to which, among other things, the parties thereto agreed to terminate that certain Advisory Agreement, dated June 30, 2014, by and among Advisor, NHI, NHI OP and NRF (as amended by that certain Amendment No. 1, dated as of December 20, 2017, Amendment No. 2, dated as of June 22, 2020, Amendment No. 3, dated as of June 30, 2021 and Amendment No. 4, dated as of February 28, 2022, the “Advisory Agreement”); and

WHEREAS, in connection with the Termination Agreement, Advisor and certain of its Affiliates desire to provide certain transition services to NHI, NHI OP and certain of their respective subsidiaries on the terms and subject to the conditions set forth herein.

NOW THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained and intending to be legally bound hereby, the Parties agree as follows:

ARTICLE I

CERTAIN DEFINITIONS

1.1 Definitions. In addition to the terms defined in the body of this Agreement, capitalized terms used but not otherwise defined herein will have the meanings given to them in the Termination Agreement.

1.2 Other Definitions. For purposes of this Agreement, the following terms shall have the respective meanings set forth below:

“Confidential Information” means any and all confidential and proprietary or non-public information of or concerning the business, operations, activities, personnel, training, finances, actual or potential investments, plans, compensation, governance, clients or investors of a Party or any of its Affiliates or personal information of their respective employees or other representatives, whether written or oral, made available to or accessed or otherwise used by the other Party or any of its Affiliates under or in connection with this Agreement, in each case other than as set forth in Section 8.1.3.

“Look-Back Period” means the seven (7)-month period immediately prior to the Effective Date.

“Scheduled Services” means the services set forth on Schedule 1. For the avoidance of doubt, any tasks necessary to accomplish the Scheduled Services, even if such tasks are not expressly set forth in Schedule 1, shall be deemed to be part of the “Scheduled Services” to be performed pursuant to this Agreement; provided that such tasks are an inherent part of the Scheduled Services described on Schedule 1.

“Service Provider” means Advisor or, as determined by Advisor, an Affiliate thereof (as applicable) in such Person’s capacity as the provider of Scheduled Services to the applicable Service Recipient(s).

“Service Recipient” means NHI, NHI OP or any of their respective subsidiaries (as applicable), in such Person’s capacity as the recipient of Scheduled Services from the applicable Service Provider.

“Service Term” means the duration (commencing on the Effective Date) for which a Scheduled Service is to be provided as set forth on Schedule 1 (subject to earlier termination pursuant to Section 3.1 and Section 3.2), as it may be extended pursuant to Section 2.1.6, or such duration otherwise mutually agreed in writing by the Parties in accordance with this Agreement.

“Third Party Claim” means any claim, action, suit, or proceeding made or brought by any Person that is not a Party or an Affiliate of a Party.

ARTICLE II

SCHEDULED SERVICES

2.1 Scheduled Services.

2.11 Services.

(a) Service Provider, directly or through its Affiliates, shall provide or cause to be provided to the applicable Service Recipient the Scheduled Services, from and after the Effective Date for the applicable Service Term.

(b) Service Provider may reasonably supplement, modify, substitute or otherwise alter any of the Scheduled Services from time to time in a manner consistent with supplements, modifications, substitutions or alterations made for similar services provided or otherwise made available by Service Provider to itself or its Affiliates; provided, however, that any such supplements, modifications, substitutions or alterations will not result in any increased costs to or additional obligations on any Service Recipient or otherwise reasonably be expected to adversely affect any Service Recipient or the applicable Scheduled Services, and Service Provider shall provide the applicable Service Recipient with appropriate substitutions or alterations in accordance with this Agreement, including Section 2.2, and shall provide the applicable Service Recipient with at least ten (10) days’ prior written notice of any such supplements, modifications, substitutions or alterations. Unless otherwise agreed by Service Provider (including as expressly set forth on Schedule 1), Service Provider shall not be required to provide a scope or volume of Scheduled Services greater than the scope and volume of the applicable Scheduled Services provided to the business of Service Recipient during the Look-Back Period.

(c) Each Party agrees that, for the duration of the Term and upon expiration or earlier termination of this Agreement, it shall use commercially reasonable efforts to provide such assistance and cooperation as may be reasonably requested by the other Party to facilitate an orderly transition of Scheduled Services to Service Recipient or to a third-party service provider.

(d) Advisor will, at no cost to NHI, NHI OP or any of their respective Affiliates, segregate and provide, in the same format as such data is held as of the Effective Date, NHI and NHI OP with a copy of all data used in their businesses within the possession or control of Advisor or any of its Affiliates, subject to applicable Law. The Service Provider will assist Service Recipient and its designated third party service provider(s) in connection with the migration of data owned by any Service Recipient upon termination of the applicable Scheduled Services, with any reasonable and documented out-of-pocket costs to be borne by the applicable Service Recipient. For the avoidance of doubt, Service Recipient will be responsible for such data migration with the assistance of the Service Provider and the Service Recipient shall be responsible for all third party costs associated therewith.

(e) NHI, NHI OP and their respective Affiliates shall use their respective commercially reasonable efforts to develop sufficient internal resources such that NHI and NHI OP are able to terminate each Scheduled Service as promptly as reasonably practical.

2.1.2 Direction of Employees. Service Provider shall be solely responsible for all salary, wages, bonuses and commissions, employment, payroll and other benefits of and liabilities owed to (including severance and worker’s compensation and the withholding and payment of applicable taxes relating to such employment), and compliance with immigration and visa laws and requirements in respect of, its personnel assigned to perform the Scheduled Services on behalf of Service Provider. In performing their respective duties hereunder, all personnel engaged in providing Scheduled Services shall be under the direction, control and supervision of the Service Provider engaging such personnel, and such Service Provider shall have the sole right to exercise all authority with respect to the employment (including termination of employment), assignment and compensation of such personnel. The employees of Service Provider engaged in providing Scheduled Services shall not, by virtue thereof, become employees of any Service Recipient.

2.1.3 Cooperation.

(a) Each Service Recipient shall (i) reasonably cooperate with Service Provider with respect to the provision of Scheduled Services and (ii) use commercially reasonable efforts to enable Service Provider to provide such Scheduled Services in accordance with this Agreement.

(b) Each Service Recipient shall provide Service Provider with (i) access to its books, records, facilities and resources (including personnel) as is reasonably necessary for Service Provider to perform the applicable Scheduled Services, (ii) all information and documentation reasonably necessary for Service Provider to perform the applicable Scheduled Services, and (iii) timely decisions in order that Service Provider may perform its obligations hereunder, in each case in accordance with all applicable Laws.

(c) The failure of any Service Recipient to comply with this Section 2.1.3 with respect to a Scheduled Service in a way that reasonably prevents or materially delays Service Provider from providing such Scheduled Service shall excuse Service Provider from any liability to the extent resulting from Service Provider’s inability or failure to provide such Scheduled Service in accordance with the terms of this Agreement, until such time as such failure has been cured; provided that Service Provider promptly provides written notice to the Service Recipient of such Service Recipient’s failure setting forth in reasonable detail a description of what is required from the Service Recipient in order to cure such failure.

2.14 Laws and Orders. Notwithstanding anything in this Agreement to the contrary, Service Provider shall not be obligated to provide a Scheduled Service if the provision of such Scheduled Service would (i) violate any applicable Law or any order of any Governmental Authority, or (ii) require Service Provider to register with any Governmental Authority under any applicable Law. If Service Provider is prevented from providing, or causing to be provided, any Scheduled Service because providing such Scheduled Service or causing it to be provided would violate applicable Law or any order of any Governmental Authority, Service Provider shall (a) notify the Service Recipients receiving such Scheduled Service of such prevention as soon as it becomes aware of such prevention and (b) work in good faith with the applicable Service Recipients and use commercially reasonable efforts to enable such Scheduled Service to be performed to the greatest extent possible, or arrange for a mutually acceptable work-around or alternative method of delivering such Scheduled Service that does not violate any applicable Law or any order of any Governmental Authority. If, after the Effective Date, Service Provider changes the manner in which it provides the Scheduled Services such that it must obtain any

additional Permits necessary to provide the Scheduled Services, Service Provider shall be responsible for obtaining such necessary Permits, unless such change is made at the Service Recipient’s written request, in which event such Service Recipient shall be responsible, at its own expense, for obtaining such necessary Permits.

2.15 Omitted Services. The Parties each have used commercially reasonable efforts to identify and describe the Scheduled Services. However, the Parties acknowledge and agree that there may be services that are not identified on Schedule 1 that (a) were provided by Advisor and/or any of its Affiliates to NHI, NHI OP and/or any of their respective subsidiaries as of the Effective Date, (b) had been performed by the employees of the Advisor or any of its Affiliates that are not Transferred Employees or provided pursuant to contracts to which Advisor or any of its Affiliates is a party or using assets owned by Advisor or any of its Affiliates, and (c) are reasonably necessary to operate the business of NHI, NHI OP and their respective subsidiaries in the manner it was conducted during the Look-Back Period (collectively, the “Omitted Services”). At any time during the sixty (60) day period immediately following the Effective Date, NHI and/or NHI OP may provide written notice to Advisor requesting such Omitted Services setting forth in reasonable detail a description of the requested Omitted Service(s), the proposed start date or dates and the proposed Service Term(s). The Parties agree to cooperate and negotiate in good faith using reasonable efforts in order to come to an agreement regarding the provision of Omitted Services with respect to (i) the nature and description of such Omitted Service, which shall be consistent with the descriptions of the Scheduled Services set forth on Schedule 1 (to the extent applicable to such Omitted Service), (ii) the Service Term for such Omitted Service, and (iii) the Service Fees for such Omitted Service, which shall be determined using the same methodology used to determine the Service Fees for the other Scheduled Services; provided, however, that if, after cooperating and negotiating in good faith using reasonable efforts, the Parties cannot agree on the Service Term(s) of the Omitted Service(s), such service(s) shall be provided until the six (6) month anniversary of the Effective Date. In the event the Parties agree to such terms, the Parties will enter into an amendment to this Agreement amending Schedule 1 to reflect such Omitted Service (on the terms agreed between the Parties pursuant to this Section 2.1.5), and such Omitted Service shall be deemed to be part of this Agreement and shall be deemed one of the “Scheduled Services” hereunder from and after the date of such amendment.

2.16 Extension of Service Term. A Service Recipient may elect to extend the Service Term once for up to an additional three (3) months for any Scheduled Service by delivering written notice to the Service Provider no less than twenty (20) days prior to the end of the applicable Service Term for such Scheduled Service; provided, however, that (i) a Service Recipient may only deliver the foregoing notice so long as such Service Recipient has used its commercially reasonable efforts to transition off of the applicable Scheduled Service prior to the end of the applicable Service Term, and (ii) the Service Fees for such Scheduled Service shall be increased by twenty percent (20%) during any period of the applicable Service Term extended beyond the initial Service Term set forth on Schedule 1. Upon the delivery of the notice with respect to any Scheduled Service contemplated by the immediately preceding sentence, the Service Term for such Scheduled Service shall be deemed automatically extended for the time period set forth in such notice (which, for the avoidance of doubt, shall in no event exceed three (3) months following the expiration of the initial Service Term set forth on Schedule 1 for such Scheduled Service).

2.2 Standard of Services. Subject to Section 5.7, Service Provider shall perform each Scheduled Service or cause such Scheduled Service to be performed at a standard that is (a) in accordance with applicable Law and (b) at substantially the same scope, level and quality and in substantially the same manner as such Scheduled Service was provided during the Look-Back Period. Each Service Recipient understands and agrees that Service Provider is not in the business of providing transition services to third

parties, and under no circumstances shall any Service Provider be held accountable to a higher standard of care than that set forth herein. The description of services in Schedule 1 shall not alter, amend or supplement the service standard set forth in this Section 2.2.

2.3 Limitation on Services.

2.3.1 Each Service Recipient acknowledges and agrees that Service Provider’s obligation to provide the applicable Scheduled Services under the standards of performance set forth in Section 2.2 of this Agreement shall be subject to and shall be limited to the extent to which Service Provider’s ability to provide such Scheduled Services is adversely affected by such Service Recipient’s failure to perform its obligations hereunder.

2.3.2 Service Provider shall have no obligation to cause any Scheduled Services to be provided to any Person other than the applicable Service Recipient.

2.4 Dispute Resolution.

2.4.1 Amicable Resolution. The Parties mutually desire that friendly collaboration will continue between them during the Term. Accordingly, they will try to resolve in an amicable manner all disagreements and misunderstandings connected with their respective rights and obligations under this Agreement, including any amendments hereto. In furtherance thereof, in the event of any dispute or disagreement (a “Dispute”) between the Parties in connection with this Agreement (including the standard of performance, delay of performance or non-performance of obligations), then the Transition Managers (as defined in Section 2.8) shall seek to resolve the Dispute amicably. If the Transition Managers are unable to resolve a Dispute within ten (10) Business Days, then either Party’s Transition Manager, by written request to the other Party’s Transition Manager, may request that such Dispute be referred for resolution to a designated senior executive of each Party (“Designated Senior Executives”), which Designated Senior Executives will have five (5) Business Days to resolve such Dispute. If the Designated Senior Executives for each Party do not agree to a resolution of such Dispute within five (5) Business Days after the matter is referred to them, either Party may bring an action regarding such Dispute as set forth in Section 11.7. Nothing in this Section 2.4 shall prevent a Party from delivering a notice of breach pursuant to Section 7.1.

2.4.2 Non-Exclusive Remedy. Nothing in this Section 2.4 will prevent either Party from immediately seeking injunctive or interim relief (a) in the event of any actual or threatened breach of any of the provisions of ARTICLE VIII, (b) in the event that the Dispute relates to, or involves a claim of, actual or threatened infringement or violation of intellectual property or (c) to the extent necessary for either Party to preserve any right hereunder. All such actions for injunctive or interim relief shall be brought in a court of competent jurisdiction in accordance with Section 11.7. Such remedy shall not be deemed to be the exclusive remedy for breach of this Agreement, and further remedies may be pursued in accordance with Section 2.4.1.

2.5 No Agency. Each Party acknowledges that it has entered into this Agreement for independent business reasons. The relationship of the Parties hereunder is that of independent contractors and nothing contained herein shall be deemed to create a joint venture, partnership or any other relationship. Neither Party shall have any power or authority to negotiate or conclude any agreement, or to make any representation or to give any understanding on behalf of the other in any way whatsoever.

2.6 Subcontracting. Immediately prior to the Effective Date, the subcontractors set forth on Schedule 2 were used to provide services to NHI, NHI OP and their respective subsidiaries. Subject to Section 2.2, Service Provider may subcontract for the performance of any Scheduled Service to be provided by

Service Provider to any Person; provided that (i) Service Recipient’s consent, not to be unreasonably withheld, shall be required for the use of any subcontractors not included on Schedule 2, and (ii) Service Provider shall remain responsible for the compliance by each such third-party subcontractor with the standards for Scheduled Services set forth in this Agreement and all other terms and obligations of Service Provider under this Agreement relating to the provision of such Scheduled Services as if provided by Service Provider (it being understood and agreed by the Parties that any act or omission of any third-party subcontractor with respect to Scheduled Services shall be deemed to be an act or omission of Service Provider for all purposes of this Agreement). The Parties agree that if any Scheduled Services are performed by third-party subcontractors immediately prior to the Effective Date but not set forth on Schedule 2, Service Provider will notify the applicable Service Recipient thereof as promptly as possible after the Effective Date, but Service Provider shall not be required to provide any Scheduled Services that are performed by such third-party subcontractors if the applicable Service Recipient has not consented to the performance of such Scheduled Service by such third-party subcontractor.

2.7 Consents. The Parties acknowledge that the provision or receipt of certain Scheduled Services may require the consent, permission, waiver, agreement, license or approval of third parties (each, a “Consent”). Each Party shall, and shall cause its controlled Affiliates (or any of its other Affiliates providing or receiving the applicable Scheduled Services) to, cooperate with each other and use its commercially reasonable efforts to obtain such Consents as promptly as possible after determining that any such Consent is required. The Service Recipient of such Scheduled Service shall be solely responsible for the payment of any fees or other amounts that are required to be made to any third party in connection with obtaining such Consents; provided, that no such costs shall be incurred without the Service Recipient’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed. Alternatively, in the event that Service Recipient does not want to consent to any cost required to obtain a Consent, Service Recipient may elect, by written notice, to terminate the applicable Scheduled Service in lieu of obtaining such Consent. If the Parties are unable to obtain such a Consent (including due to unreasonable costs or other demands by the third party providing the Consent), until such time as such Consent is obtained (if applicable), the Parties shall, and shall cause each of their respective controlled Affiliates (or any of their other Affiliates providing or receiving the applicable Scheduled Services) to, use commercially reasonable efforts to cooperate in any lawful and economically feasible mutually agreed upon alternative arrangement such that the applicable Service Recipient receives such Scheduled Services or reasonably equivalent alternative services and obtains the benefit and bears the burden of such service to the same extent (or as nearly as practicable) as if such Consent were obtained; provided that such Service Recipient shall reimburse Service Provider for any costs associated with such alternative arrangement to the extent they exceed the costs that would have been incurred by Service Provider to provide the Scheduled Service as originally contemplated as if the required Consent had been obtained; provided, further, that no such costs shall be incurred without the Service Recipient’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed. Each Party will continue to use its commercially reasonable efforts to obtain any such required Consent until the expiration of the applicable Service Term with respect to the corresponding Scheduled Service. No Party shall be required to grant any right in respect of intellectual property owned by a third party or to provide any Scheduled Service contemplated in connection therewith if, after using commercially reasonable efforts, such Party is unable to obtain any necessary Consent of the applicable third party to such grant, subject to the obligations set forth in this Section 2.7 with respect to seeking reasonable alternatives to the impacted Scheduled Service.

2.8 Transition Management. Each Party shall designate one (1) representative (each, a “Transition Manager”) to facilitate the provision of the Scheduled Services. The Transition Managers shall have the authority to represent the position of their respective Parties and to make operational decisions regarding the Parties’ performance of this Agreement. Subject to the right to delegate duties to others, the Transition Managers shall serve as the primary contact point for the respective principals with respect to the obligations of the Parties under this Agreement. Each Transition Manager’s responsibilities shall

include: (a) conducting reviews of compliance with the service standard in Section 2.2; (b) assuring compliance with this Agreement, including the schedules attached to this Agreement; (c) mitigating and resolving technical and business issues; (d) managing the service migration process; and (e) participating in the dispute resolution process under Section 2.4. A Party may designate a replacement for its Transition Manager by written notice to the other Party. Nothing in this Agreement shall be deemed to authorize either Transition Manager to amend this Agreement in any way.

2.9 Records. Service Provider shall maintain and preserve true and correct books and records relating to the provision of Scheduled Services in accordance with its standard accounting practices and procedures (as applicable).

2.10 Ownership of Intellectual Property; License.

2.10.1 Any intellectual property owned by a Party or its Affiliates and used after the Effective Date in connection with the provision or receipt of the Scheduled Services, as applicable, shall remain the property of such Party or its Affiliates. Other than the license granted to a Party and its Affiliates pursuant to Section 2.10.2, neither Party nor its Affiliates shall have any right, title or interest in the intellectual property owned by the other Party or its Affiliates.

2.10.2 Each Party grants, and shall cause its Affiliates to grant, to the other Party and its Affiliates a limited, royalty-free, non-exclusive, non-transferable license, solely during the Term, to use the intellectual property owned by such Party or its Affiliates solely to the extent reasonably necessary for the other Party and its Affiliates to provide or receive the Scheduled Services, as applicable.

2.11 Certain Obligations of the Parties.

2.11.1 Each Party shall adhere, and shall cause its representatives to adhere, in all material respects to all applicable policies and procedures of the other Party and its controlled Affiliates (or any of its other Affiliates providing or receiving the applicable Scheduled Services) in effect as of the Effective Date, and such other applicable policies and procedures with respect to which the other Party notifies such Party in writing, as of the third (3rd) Business Day following receipt of such notice (except that a Party may require the other Party to immediately comply with, and in such case the other Party shall immediately comply with, any notice relating to policies or procedures addressing compliance with applicable Law or such Party’s cybersecurity or data security policies or requirements).

2.11.2 Each Party shall follow, and shall cause its representatives to follow, in all material respects, all security and access policies of the other Party, at all times during the Term, to the extent that such Party or its representatives requires ingress to and egress from the premises occupied by the other Party or its Affiliates, to the extent reasonably necessary to deliver or receive Scheduled Services hereunder or perform any obligations required by this Agreement.

2.11.3 Each Service Recipient is and shall remain solely responsible for the content, accuracy and adequacy of all data that such Service Recipient or its representatives transmit or have transmitted to Service Provider for processing or use in connection with the performance of the Scheduled Services.

2.11.4 Each Party shall comply, and shall cause its representatives to comply, with all applicable Laws in connection with their respective operations and obligations under this Agreement, including the performance and receipt and use of the Scheduled Services.

2.11.5 Each Party shall cause its Affiliates that are Service Providers or Service Recipients (as applicable) hereunder to perform and fulfill the obligations applicable to it hereunder. Any act or omission of any such Affiliate shall be deemed to be an act or omission of such Party for all purposes of this Agreement.

ARTICLE III

TERM AND TERMINATION

3.1 Term. The term of this Agreement (the “Term”) shall commence as of the Effective Date and shall continue until the earliest of:

3.1.1 the date on which the last of the Scheduled Services under this Agreement is terminated or the Service Term thereof expires;

3.1.2 the date on which this Agreement is terminated by mutual written agreement of the Parties;

3.1.3 the date on which this Agreement is terminated in its entirety pursuant to Section 7.1; or

3.1.4 the date on which this Agreement is terminated pursuant to Section 3.2.2.

3.2 Termination.

3.2.1 Early Termination of Scheduled Services. If a Service Recipient wishes to terminate a Scheduled Service in full on a date that is earlier than the end of the Service Term, the Service Recipient shall notify Advisor in writing of the date on which such Scheduled Service shall terminate (the “Termination Date”), at least thirty (30) days prior to the Termination Date (unless Advisor agrees in writing to a shorter period). If a Service Recipient provides Advisor with notice terminating a Scheduled Service, Advisor or one of its Affiliates shall, as soon as reasonably practicable after receiving such notice, advise the Service Recipient in writing if such termination will require the termination or partial termination of any other Scheduled Service(s), or will otherwise affect the provision of any other Scheduled Services, and the Service Recipient and Service Provider will discuss in good faith what portion of such Scheduled Services should be terminated or whether the Service Recipient would prefer to rescind the applicable termination notice. Except as set forth above, no such termination of any Scheduled Service will in any way affect Service Provider’s obligation to provide or make available any other Scheduled Service provided or required pursuant to this Agreement, all in accordance with the terms of this Agreement. Effective on the Termination Date, the applicable Scheduled Service shall be discontinued in full and thereafter, this Agreement shall be of no further force and effect with respect to such Scheduled Service, except as to obligations accrued prior to the Termination Date. Each Service Recipient acknowledges and agrees that (a) Scheduled Services provided by third parties may be subject to term-limited licenses or contracts between Service Provider and applicable third parties (collectively, “Service Provider Third Party Contracts”), (b) the renewal periods under Service Provider Third Party Contracts may be for fixed periods, and (c) Service Provider may not have the right to renew certain Service Provider Third Party Contracts. As a result, (x) each Service Recipient agrees that if Service Provider is required to extend any Service Provider Third Party Contract in order to continue to provide any Scheduled Service during the Term, then it shall promptly notify the Service Recipient and, if Service Recipient elects to continue receiving the applicable Scheduled Service, then such Service Recipient shall be required to pay Service Provider the full amount of any renewal fees or purchase commitments directly attributable to the relevant Scheduled Service for the full renewal period specified in the applicable Service Provider Third Party Contract, regardless of whether the Term or Service

Provider’s provision of the relevant Scheduled Service ends prior to the end of the relevant renewal period (but provided that (i) Service Provider has used commercially reasonable efforts to minimize the extent of any excess renewal period or commitments and (ii) cooperates with Service Recipient or one of its Affiliates in connection with negotiating with the vendor of the Service Provider Third Party Contract a credit of any excess amount of renewal fees and commitments towards Service Recipient’s standalone contract with such vendor after the Term), and (y) in the event that Service Provider is unable to renew any applicable Service Provider Third Party Contract, Service Provider shall reasonably cooperate with such Service Recipient to identify any reasonable alternatives to the impacted Scheduled Service. For the avoidance of doubt, (A) Service Provider shall not be required to provide any Scheduled Service to the extent it is unable to renew any applicable Service Provider Third Party Contract or identify any reasonable alternatives, and (B) the Parties agree that in the event Service Provider is required to renew or extend a Service Provider Third Party Contract with respect to itself or any of its Affiliates and there are no incremental amounts charged under the Service Provider Third Party Contract with respect to Service Recipient or the amounts charged are based on usage, Service Recipient will have no obligations with respect to such Service Provider Third Party Contracts after the Term.

3.2.2. Early Termination Upon Liquidation. Either Party shall have the right to terminate this Agreement immediately in the event the other Party declares bankruptcy, enters into a plan of reorganization, makes a general assignment for the benefit of such Party’s creditors or ceases to do business as a going concern.

3.3 Return of Materials. After a Scheduled Service is completed or terminated, Service Provider shall transfer any books and records and other documentation maintained by Service Provider hereunder that pertain exclusively to such terminated Scheduled Service to NHI or to its designee. Upon termination or expiration of this Agreement, or expiration or termination of any Scheduled Service, each Party will promptly return to the other Party or its designee (or at the request of the other Party, destroy) any of such other Party’s Confidential Information, any property and other materials owned by such other Party or its Affiliates and any other materials and property of a proprietary nature involving such other Party or its Affiliates in each case, that are not required for use in connection with any non-terminated Scheduled Services; provided, however, that Service Provider need not return or destroy such Confidential Information or other materials to the extent stored in digital archival back-up tapes or similar storage media in accordance with the internal policies of Service Provider, subject to the requirements of ARTICLE VIII hereunder.

ARTICLE IV

COMPENSATION AND PAYMENT ARRANGEMENTS FOR SCHEDULED SERVICES

4.1 Compensation for Scheduled Services.

4.1.1 The fees with respect to each Scheduled Service shall be the actual cost of such Scheduled Service (without markup) to the Service Provider in providing such Scheduled Service, which cost shall represent the pro rata fully loaded costs of Service Provider’s employees or other personnel who are providing the service, to be calculated based on time recorded by such employees or other personnel and in a manner reasonably consistent with the methodology set forth in the NorthStar Healthcare Income, Inc. 2021 Expense Allocation Report (November 2021) attached as Exhibit A to this Agreement; provided, that in the case of Scheduled Services for information technology, treasury and accounts payable, those costs will be directly attributable using timesheets (“Service Fees”). The Service Provider shall issue quarterly invoices for each fiscal quarter to the applicable Service Recipient (“Invoices”), which shall set forth in reasonable detail the Service Fees and Third Party Service Expenses (as defined in Section 4.1.4) with

respect to the Scheduled Services provided during the preceding fiscal quarter. All payments pursuant to this Agreement shall be made by the Service Recipient to the Service Provider within thirty (30) days after the date of the Service Recipient’s receipt of an Invoice.

4.1.2 Upon the conclusion of the Service Term for a Scheduled Service, the applicable Service Recipient shall have the right (itself or through its representatives) to audit whether the Service Fees and Third Party Service Expenses for such Scheduled Service have been calculated in accordance with this Agreement. Upon Service Recipient’s request, Service Provider shall reasonably cooperate in any such audit. Audit results and findings shall be shared by the Parties. If an audit reveals that Service Recipient overpaid for such Scheduled Services, Service Provider shall reimburse Service Recipient for such overpaid amount, and if an audit reveals that Service Recipient underpaid for such Scheduled Services, Service Recipient shall pay Service Provider such underpaid amount. All costs of any such audit (including any reasonable out-of-pocket costs incurred by the Service Provider in connection with its cooperation with the audit) shall be borne by the Service Recipient; provided, that if an audit reveals that Service Recipient overpaid for such Scheduled Services by more than ten percent (10%), Service Provider shall be responsible for its own costs and shall reimburse Service Recipient for its costs in connection with the audit.

4.1.3 Taxes.

(a) Each Service Recipient will pay (or reimburse) and be liable for all sales, goods or services, excise, value added, use, transfer, consumption or similar taxes (the “Sales and Service Taxes”) imposed on Scheduled Services provided by Service Provider; provided, that Service Recipient will not be responsible for any Sales and Services Taxes attributable to Service Provider’s failure to comply with any applicable certification, identification, documentation, information or other reporting requirement, in each case, required to be satisfied by Service Provider under applicable Law. The Party legally obligated to pay any such Sales and Service Taxes shall be responsible for paying such Sales and Service Taxes to the appropriate taxing authority. Each Service Recipient shall reimburse Service Provider for any such Sales and Service Taxes paid by Service Provider within thirty (30) days of the Service Recipient’s receipt of evidence of payment thereof. Each Party shall pay and be responsible for its own personal property taxes and franchise taxes and taxes based on its own income or profits or assets. Service Recipient shall be entitled to any refund, credit or offset of Sales and Service Taxes borne by Service Recipient under this Section 4.1.3, including any interest paid by the applicable taxing authority. To the extent Service Provider recovers any refund, credit or offset of such Sales and Service Taxes, it shall promptly repay such refund, credit or offset to the Service Recipient (net of any additional taxes Service Provider incurs or will incur as a result of the receipt of such refund, credit or offset).

(b) Notwithstanding any other provision in this Agreement to the contrary, Service Recipient (and its applicable Affiliates) shall be entitled to deduct and withhold (or to cause to be deducted and withheld) from all amounts otherwise payable pursuant to this Agreement such amounts as it is required to deduct and withhold with respect to the making of such payment under applicable Law. Any amounts so deducted or withheld shall be (i) treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction or withholding was made and (ii) timely paid over to the appropriate Governmental Authority as required by applicable Law.

(c) With respect to each provision in this Section 4.1.3, the Parties shall reasonably cooperate with each other and take any action to provide or make available any information reasonably requested (and with a sufficient level of detail) in order to avail themselves of any available exemptions from and to minimize (i) any Sales and Service Taxes payable with respect

to the Scheduled Services and (ii) any amounts required to be deducted or withheld from any amounts otherwise payable pursuant to this Agreement.

4.1.4 Out-of-Pocket Expenses. In addition to any costs contemplated by Section 4.1.1, Section 4.1.2 and Section 4.1.3, in the event that Service Provider is required to pay any reasonable and documented out-of-pocket expenses to any vendor or third party in order to enable Service Provider to provide a Scheduled Service, including, for the avoidance of doubt, costs and payments for obtaining Consents pursuant to Section 2.7 hereunder (collectively, “Out-of-Pocket Expenses”), the applicable Service Recipient shall reimburse Service Provider for all Out-of-Pocket Expenses to the extent they are actually paid (without markup) by the Service Provider and directly attributable to the Scheduled Services (the “Third Party Service Expenses”); provided, however, that, unless otherwise agreed in writing by the Parties, any Third Party Service Expenses in excess of ten thousand dollars ($10,000) individually or fifty thousand dollars ($50,000) in the aggregate must be pre-approved in writing by the applicable Service Recipient, such approval not to be unreasonably withheld, conditioned, or delayed. The Parties hereby agree that Third Party Service Expenses payable to the subcontractors set forth on Schedule 2 shall be deemed approved (so long as such Third Party Service Expenses are substantially the same as (or lower than) the out-of-pocket expenses actually paid to such subcontractors with respect to similar services received by NHI, NHI OP and their respective subsidiaries during the Look-Back Period).

4.1.5 Termination Charges and Reimbursement of Prepaid Amounts.

(a) Each Service Recipient acknowledges and agrees that (a)(i) third parties providing Scheduled Services under Service Provider Third Party Contracts existing as of the Effective Date may require Service Provider to pay fees or other amounts as a result of early termination or reduction of services under such Service Provider Third Party Contracts, such as breakage fees, early termination fees, and minimum volume charges (collectively, “Termination Charges”), and/or (ii) Scheduled Services provided by third parties may be subject to Service Provider Third Party Contracts existing as of the Effective Date with terms that extend beyond the duration of the Service Terms for such Scheduled Services, and (b) in the case of either of the foregoing, subject to Section 3.2.1, Service Recipient shall pay to Service Provider, within thirty (30) days of Service Recipient’s receipt of Service Provider’s invoice, the lesser of (x) any Termination Charges resulting from the expiration or early termination of any Scheduled Service hereunder, and (y) the full amount of any fees or purchase commitments directly attributable to the relevant Scheduled Service for the full term specified in the applicable Service Provider Third Party Contract, regardless of whether the Term or Service Provider’s provision of the relevant Scheduled Service ends prior to the end of the relevant Service Provider Third Party Contract term.

(b) In the event that, upon the expiration or earlier termination of the Service Term for a Scheduled Service, Service Provider had prepaid any amounts under any Service Provider Third Party Contract attributable to a Scheduled Service and such amounts were not otherwise included in the Service Fees already paid by Service Recipient hereunder, Service Recipient shall reimburse Service Provider for such amounts within thirty (30) days of Service Recipient’s receipt of evidence of Service Provider’s invoice therefor.

4.2 Insurance. In addition to any costs contemplated herein, NHI and NHI OP shall reimburse Advisor for their respective pro rata share of the property and casualty insurance set forth on Schedule 1.

ARTICLE V

INDEMNIFICATION

5.1 Indemnification by Service Provider. Service Provider shall indemnify, defend and hold harmless NHI and NHI OP and their respective Affiliates and any of their respective equityholders, officers, directors, employees and agents (collectively, the “Service Recipient Indemnified Parties”) from any and all losses, damages, liabilities, costs and expenses, including reasonable attorneys’ and experts’ fees (collectively, “Losses”) incurred by such Service Recipient Indemnified Parties and arising from, relating to or resulting from any Third Party Claims to the extent in connection with any breach of this Agreement or any fraud, gross negligence or willful misconduct by or on behalf of Service Provider or any of its Affiliates or subcontractors in Service Provider’s (or its applicable Affiliates’ or subcontractors’) provision of the Scheduled Services hereunder, except to the extent arising out of the applicable Service Recipient’s (or its Affiliates’ or representatives’) fraud, gross negligence or willful misconduct (“Service Recipient Indemnifiable Losses”).

5.2 Indemnification by Service Recipients. Each Service Recipient shall indemnify, defend and hold harmless Advisor and its Affiliates and any of their respective equityholders, officers, directors, employees and agents (collectively, the “Service Provider Indemnified Parties”, and each of “Service Provider Indemnified Parties” and “Service Recipient Indemnified Parties” are “Indemnified Parties”) from any and all Losses incurred by such Service Provider Indemnified Parties and arising from, relating to or resulting from any Third Party Claims to the extent in connection with any breach of this Agreement or any fraud, gross negligence or willful misconduct by or on behalf of such Service Recipient or any of its Affiliates in such Service Recipient’s receipt of the Scheduled Services hereunder, except to the extent arising out of Service Provider’s (or its Affiliates’ or representatives’) fraud, gross negligence or willful misconduct (“Service Provider Indemnifiable Losses”, and each of “Service Provider Indemnifiable Losses,” and “Service Recipient Indemnifiable Losses” are “Indemnifiable Losses”).

5.3 Indemnification Procedures.

5.3.1 If any Indemnified Party receives notice of assertion or commencement of any Third Party Claim against such Indemnified Party in respect of which the other Party (the “Indemnifying Party”) may be obligated to provide indemnification under this Agreement, the Indemnified Party shall give the Indemnifying Party reasonably prompt written notice thereof and such notice shall include a reasonable description of the claim, any documents relating to the claim, an estimate of the Indemnifiable Losses and shall reference the specific sections of this Agreement that form the basis of such claim; provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is actually prejudiced by such delay. The Indemnified Party shall deliver to the Indemnifying Party, promptly after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim.

5.3.2 The Indemnifying Party shall be entitled to participate in the defense of any Third Party Claim and, if it so chooses, to assume the defense thereof with counsel selected by the Indemnifying Party. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party shall not, as long as it conducts such defense, be liable to the Indemnified Party for legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Indemnifying Party assumes such defense, the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defense. The Indemnifying Party shall be liable for the reasonable and documented fees and expenses of one counsel employed by the Indemnified Party for any period during which the Indemnifying Party has not assumed the

defense thereof (other than during any period in which the Indemnified Party has not yet given notice of the Third Party Claim as provided above). If the Indemnifying Party chooses to defend any Third Party Claim, the Parties shall cooperate in the defense thereof. Such cooperation shall include the retention and (upon the Indemnifying Party’s request) the provision to the Indemnifying Party of records and information that are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not the Indemnifying Party shall have assumed the defense of a Third Party Claim, the Indemnified Party shall not admit any liability with respect to, or pay, settle, compromise or discharge, such Third Party Claim without the Indemnifying Party’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). If the Indemnifying Party has assumed the defense of a Third Party Claim, the Indemnifying Party may only pay, settle, compromise or discharge a Third Party Claim with the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, that the Indemnifying Party may pay, settle, compromise or discharge such a Third Party Claim without the written consent of the Indemnified Party if such settlement (a) includes a complete and unconditional release of the Indemnified Party from all liability in respect of such Third Party Claim, (b) does not subject the Indemnified Party to any injunctive relief or other equitable remedy and (c) does not include a statement or admission of fault, culpability or failure to act by or on behalf of the Indemnified Party.

5.4 Mitigation of Damages. Each Party agrees that it will, and will cause its Affiliates who are Indemnified Parties hereunder to, use commercially reasonable efforts to mitigate and otherwise minimize, in accordance with applicable Law, any Indemnifiable Losses for which an Indemnified Party may seek indemnification under this Agreement.

5.5 Insurance. Notwithstanding anything to the contrary contained herein, no Party indemnified under this ARTICLE V shall be indemnified or held harmless hereunder to the extent such Indemnifiable Losses are actually recovered from insurance provided by a third Person.

5.6 Exclusive Remedy. Each Party acknowledges and agrees that, following the Effective Date, other than (a) in the case of fraud, gross negligence or willful misconduct, (b) as expressly set forth herein, including Section 5.7 and clause (B) of Section 7.2.1, (c) for direct damages relating to a breach of this Agreement (subject to Section 7.2) and (d) with respect to equitable relief available hereunder, including Section 2.4.2, and the termination rights provided under Section 7.1, the indemnification provisions of this ARTICLE V shall be the sole and exclusive remedy of such Party for any proceedings arising from or related to this Agreement.

5.7 Re-Performance of Scheduled Services. In the event of any breach of this Agreement by Service Provider with respect to the provision of the Scheduled Services, including Service Provider failing to provide a Scheduled Service in accordance with the service standard set forth in Section 2.2, upon the written request of the Service Recipient to Service Provider, Service Provider shall promptly re-perform such Scheduled Service (if Service Provider can reasonably be expected to re-perform in a commercially reasonable manner) at Service Provider’s sole cost and expense. Any request for re-performance in accordance with this Section 5.7 must be in writing and specify in reasonable detail the particular breach, and such request must be made no more than one (1) month from the date such breach becomes apparent or should have reasonably become apparent to the Service Recipient.

ARTICLE VI

FORCE MAJEURE

If performance by either Party of any terms or provisions hereof shall be delayed or prevented, in whole or in part, because of compliance with any decree or order of any Governmental Authority, or because of riots, war, public disturbance, fire, explosion, storm, flood, acts of God, acts of terrorism, epidemic, pandemic or disease outbreak (including the COVID-19 virus and its variants) or for any other reason that is not within the reasonable control of such Party or any of its Affiliates and that by the exercise of reasonable diligence such Party and its controlled Affiliates (or any of its other Affiliates providing or receiving the applicable Scheduled Services) is unable to prevent (each, a “Force Majeure Event”), then (i) such Party shall give written notice to the other Party, (ii) the Parties shall promptly confer, in good faith, to agree upon equitable, reasonable action to minimize the impact on both Parties of such conditions, and (iii) such Party shall be excused from its obligations hereunder during the period such Force Majeure Event continues, and no liability shall attach against it to the extent on account thereof. Neither Party shall be excused from performance if it fails to use commercially reasonable efforts to promptly remedy the situation and remove the cause and effect of the Force Majeure Event. Without limiting any of the foregoing, Service Provider will treat the Service Recipient the same as any other internal or external service recipient in connection with the restoration of any Scheduled Service affected by a Force Majeure Event. For the avoidance of doubt, the Service Recipient shall not be required to pay for the affected Scheduled Services during the pendency of a Force Majeure Event.

ARTICLE VII

REMEDIES; LIMITATION OF LIABILITY AND SURVIVAL

7.1 Remedies Upon Material Breach. In the event of material breach of any provision of this Agreement by a Party, the non-defaulting Party shall give the defaulting Party written notice thereof, and:

7.1.1 If such breach is for any material failure to perform in accordance with this Agreement, the defaulting Party shall cure such breach within thirty (30) days of the date of such notice.

7.1.2 In the case of any such breach that is not cured in accordance with Section 7.1.1, then the non-defaulting Party shall also have the right to terminate this Agreement in its entirety or with respect to the affected Scheduled Service(s), upon written notice thereof to the defaulting Party, effective on the date set forth in such notice but no sooner than the date immediately after the expiration of the 30-day cure period.

7.2 Limitation of Liability.

7.2.1 NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY LOST PROFITS, LOST OPPORTUNITIES, PUNITIVE, EXEMPLARY OR OTHER SPECIAL DAMAGES, OR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED IN CONTRACT, BREACH OF WARRANTY, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER THEORY UNDER OR IN CONNECTION WITH THIS AGREEMENT (INCLUDING BUSINESS INTERRUPTIONS AND CLAIMS OF CUSTOMERS, EMPLOYEES OR OTHER THIRD PARTIES), EXCEPT (A) TO THE EXTENT AWARDED OR PAID TO A THIRD PARTY IN CONNECTION WITH A THIRD PARTY CLAIM THAT IS INDEMNIFIED PURSUANT TO ARTICLE V; (B) FOR CLAIMS BASED ON A BREACH OF ARTICLE VIII HEREUNDER; OR (C) FOR CLAIMS BASED ON A PARTY’S FRAUD, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

7.2.2 THE MAXIMUM AGGREGATE LIABILITY OF ANY PARTY UNDER THIS AGREEMENT (EXCLUDING ARTICLE V AND ARTICLE VIII) SHALL BE CAPPED AT THE AMOUNT PREVIOUSLY PAID TO SUCH PARTY UNDER THIS AGREEMENT,

EXCEPT FOR CLAIMS BASED ON A PARTY’S ACTUAL FRAUD, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

7.3 Survival Upon Expiration or Termination. The provisions of Sections 2.1.2, 2.4, 2.5, 2.9, 2.10.1, 3.2.1 (last sentence only), 3.3, 7.2 and this Section 7.3 and ARTICLE I, ARTICLE IV (only with respect to amounts accrued prior to termination), ARTICLE V, ARTICLE VIII, ARTICLE X, and ARTICLE XI shall survive the termination or expiration of this Agreement unless otherwise agreed to in writing by both Parties.

ARTICLE VIII

CONFIDENTIALITY

8.1 Confidential Information.

8.1.1 Until the date that is five (5) years after the date of this Agreement (subject to the penultimate sentence of this Section 8.1.1), each Party covenants that it shall, and shall cause its Affiliates, and direct its and their representatives and any third-party subcontractors to (a) accord the Confidential Information of the other Party the same degree of confidential treatment that it accords its similar proprietary and confidential information but in no event less than a reasonable degree of care, (b) not use such Confidential Information for any purpose other than solely as required for receipt or performance of the Scheduled Services, except to the extent otherwise permitted under the Termination Agreement, and (c) not disclose such Confidential Information to any Person (i) unless such Person has a “need to know” such Confidential Information in order to provide or receive the Scheduled Services; provided that such Party will require such Persons to comply with the restrictions of this ARTICLE VIII as if such Person was a party hereto and such Persons have agreed or are subject to written confidentiality obligations no less restrictive than those set forth herein, or (ii) except to the extent such Party demonstrates that such disclosure is required to be made to a court or other tribunal in connection with the enforcement of such Party’s rights under this Agreement or to contest claims between the Parties. Confidential Information of a Party that constitutes a trade secret will continue to be subject to the obligations of this ARTICLE VIII until such Confidential Information is no longer a trade secret by no wrongdoing of the other Party, its Affiliates, or their representatives or third-party subcontractors, or any other third party. Each Party agrees to establish and maintain administrative, physical and technical safeguards, data security procedures and other protections against the destruction, loss, unauthorized access or alteration of the other Party’s Confidential Information which are no less rigorous than those otherwise maintained for its own Confidential Information.

8.1.2 If a Party is required to disclose Confidential Information of the other Party pursuant to applicable Law, Governmental Authority, duly authorized subpoena or court order, it will not be in breach of Section 8.1.1 to make such disclosure; provided that such Party (a) promptly notifies the other Party in writing prior to making any such disclosure, (b) cooperates with the other Party (at the other Party’s expense) to obtain an order quashing or otherwise modifying the scope of such subpoena or legal requirement, in an effort to prevent the disclosure of such Confidential Information, and (c) if such other Party is not successful in preventing the disclosure of its Confidential Information, limits disclosures to the portion of Confidential Information specifically required to be disclosed and exercises all reasonable efforts to obtain reliable assurances that the Confidential Information will be accorded confidential treatment.

8.1.3 For purposes of this Agreement, “Confidential Information” does not include any information to the extent such information (a) was previously known by the receiving Party, its Affiliates or its representatives, (b) was independently developed by the receiving Party, its Affiliates or its representatives without reference to or use of the Confidential Information of the

other Party, (c) is or becomes part of the public domain through no fault of the receiving Party, its Affiliates or its representatives (but excluding, for this Section 8.1.3, personal information), or (d) was obtained by the applicable Party from a third party, which source is not, to such Party’s knowledge, bound by a confidentiality agreement with the other Party or its representatives and is not, to such Party’s knowledge, otherwise prohibited from transmitting the information to such Party by a contractual, legal or fiduciary obligation.

8.2 Unauthorized Access. Each Party shall (a) notify the other Party promptly after such Party becomes aware of the following: any unauthorized possession, use, or knowledge of any Confidential Information of such other Party by any Person, any attempt by any Person to gain possession of Confidential Information of such other Party without authorization or any attempt to use or acquire knowledge of any Confidential Information of such other Party without authorization (collectively, “Unauthorized Access”), (b) promptly furnish to the other Party complete details known to such Party of the Unauthorized Access and use reasonable efforts to assist the other Party in investigating or preventing the reoccurrence of any Unauthorized Access, (c) reasonably cooperate with the other Party in any litigation and investigation against third parties deemed necessary by such Party, using its reasonable business judgment, to protect its proprietary rights, and (d) use commercially reasonable efforts to mitigate the Unauthorized Access and prevent a recurrence of any such Unauthorized Access. To the extent that a receiving Party inadvertently obtains access to any Confidential Information of the providing Party to which it was otherwise not intended to have access, if the receiving Party has knowledge of such access, the receiving Party shall promptly notify the providing Party thereof and shall promptly destroy any such Confidential Information.

ARTICLE IX

SYSTEM ACCESS

If either Party (or any of its Affiliates or their service providers or other representatives) are at any time given access (each in such capacity, a “Guest User”) to the other Party’s computer system(s) or software (collectively, “Systems”) in connection with the performance of this Agreement, such Guest User shall comply with the other Party’s (each in such capacity, a “Host”) Systems security policies, procedures and requirements which the Host makes available in writing to the Guest User. Each Party acknowledges and agrees, on behalf of itself and its representatives, that it shall not access, or attempt to access, any of the other Party’s or its Affiliates’ Systems without the prior written consent of the other Party (such consent not to be unreasonably withheld, conditioned or delayed). The Parties acknowledge and agree it would be unreasonable to withhold such consent if such access is necessary in order to receive or obtain the benefit of a Scheduled Service. Each Party shall limit access to the other Party’s and its Affiliates’ Systems to those representatives with a need to have such access in connection with the performance or receipt of Scheduled Services, and any such access shall only be for purposes directly related to the performance or receipt of the Scheduled Services. Each Party agrees not to, and shall cause its representatives not to, access or manipulate the other Party’s and/or any of its Affiliates’ data without the other Party’s written permission, except to the extent required to perform its obligations under this Agreement or as agreed between the Parties in advance in writing.

ARTICLE X

DISCLAIMER OF REPRESENTATIONS, WARRANTIES AND COVENANTS

Except for the representations, warranties and covenants expressly made in this Agreement and the Termination Agreement, neither Party has made nor hereby makes any express or implied representations, warranties or covenants, statutory or otherwise, of any nature, including with respect to the warranties of merchantability, quality, quantity, suitability or fitness for a particular purpose or the results obtained by the Scheduled Services. All other representations, warranties, and covenants, express or implied, statutory, common law or otherwise, of any nature, including with respect to the warranties of

merchantability, quality, quantity, suitability or fitness for a particular purpose or the results obtained by the Scheduled Services are hereby disclaimed by Service Provider.

ARTICLE XI

MISCELLANEOUS

11.1 Notices. Any notice, request, demand, waiver, consent, approval or other communication which is required or permitted hereunder shall be in writing and shall be deemed to have been duly given (a) when delivered in person, (b) on the next Business Day when sent by overnight courier or (c) when sent by electronic email (provided, that no “bounce back” or other notice of non-delivery is generated), in each case to the recipient Party at the following addresses:

If to Advisor, to:

CNI NSHC Advisors, LLC

c/o Highgate Capital Investments, L.P.

870 Seventh Avenue, 2nd Floor

New York, NY 10019

Attention: Zachary Berger; Matthew Gunlock

Email: zberger@highgatecapinv.com; mgunlock@highgate.com

with a copy (which shall not constitute notice) to:

Latham & Watkins LLP

330 North Wabash Avenue, Suite 2800

Chicago, IL 60611

Attention: Gary Axelrod

Email: gary.axelrod@lw.com

If to NHI or NHI OP, to:

NorthStar Healthcare Income, Inc.

16 E. 34th Street

New York, NY 10016

Attention: Nick Balzo

Email: nbalzo@northstarhealthcarereit.com

with a copy (which shall not constitute notice) to:

Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, NY 10019

Attention: Adam Turteltaub; Danielle Scalzo

Email: aturteltaub@willkie.com; dscalzo@willkie.com

or to such other address or to the attention of such Person or Persons as the recipient Party has specified by prior written notice to the sending Party. If more than one method for sending notice as set forth above is used, the earliest notice date established as set forth above shall control.

11.2 Severability. If any provision of this Agreement (or portion thereof) is invalid, illegal or incapable of being enforced by any Law, rule of Law or public policy, all other provisions of this Agreement (or the remaining portion thereof) shall nevertheless remain in full force and effect. Upon such determination that any provision of this Agreement (or portion thereof) is invalid, illegal or incapable of being enforced, the

Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually agreeable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

11.3 Construction. All article, section, subsection, schedule and exhibit references used in this Agreement are to this Agreement unless otherwise specified. All schedules attached to this Agreement constitute a part of this Agreement and are incorporated herein. Unless the context of this Agreement clearly requires otherwise: (a) the singular includes the plural and the plural includes the singular wherever and as often as may be appropriate, (b) the words “includes” or “including” mean “including without limitation,” (c) the word “or” is not exclusive, (d) the words “this Agreement,” “hereof,” “herein,” “hereunder” and similar terms in this Agreement refer to this Agreement as a whole and not any particular section or article in which such words appear and (e) the words “as amended” mean “as amended from time to time.” All references to Dollars or “$” are to United States dollars. All references to “days” are to calendar days. Any reference to a particular Law means such Law as amended, modified or supplemented (including all rules and regulations promulgated thereunder) and, unless otherwise provided, as in effect from time to time.

11.4 Entire Agreement. This Agreement, together with the Termination Agreement, constitutes the entire agreement between the Parties and their Affiliates with respect to the subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, between the Parties and their Affiliates with respect to the subject matter of this Agreement.

11.5 Binding Effect; Assignment. Subject to Section 2.6, this Agreement and all of the provisions hereof shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned, directly or indirectly, including by operation of law, by either Party without the prior written consent of the other Party. Notwithstanding the foregoing, without the consent of the other Party, either Party may assign all of its rights and obligations in whole under this Agreement in connection with a merger, consolidation, liquidation or other business combination involving or an acquisition of all or substantially all voting power or assets of such Party by an unaffiliated third party (a “Change of Control”) so long as the resulting, surviving or transferee person assumes all the obligations of the relevant Party hereto by operation of Law or pursuant to an agreement in form and substance reasonably satisfactory to the other Party. In the event of a Change of Control of Advisor, unless the rights and obligations of Advisor under this Agreement vest in such resulting, surviving or transferee Person by operation of law, Advisor shall assign its rights and obligations under this Agreement to such resulting, surviving or transferee Person to ensure continued provision of the services hereunder to the applicable Service Recipients.

11.6 No Third-Party Beneficiaries. This Agreement is exclusively for the benefit of the Parties and their respective successors and permitted assigns (and the respective subsidiaries of NHI and NHI OP that are Service Recipients, with respect to the obligations of Advisor to provide Scheduled Services to such subsidiaries), and, subject to ARTICLE V, this Agreement shall not be deemed to confer upon or give to any other third party any right, claim, liability, reimbursement, cause of action, benefit or remedy of any nature whatsoever.

11.7 Consent to Jurisdiction; Services of Process. Each Party hereby irrevocably agrees that any action, suit or other proceeding arising out of or relating to this Agreement or any transaction contemplated hereby shall be brought in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, then any state or federal court within the State of Delaware), and each Party hereby submits to the exclusive jurisdiction of such courts in any such suit, action or other proceeding. A final judgment in any such suit, action or other proceeding may be enforced in other

jurisdictions by suit on the judgment or in any other manner provided by Law. Each Party irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or other proceeding arising out of or relating to this Agreement or any transaction contemplated hereby in such courts, and hereby irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or other proceeding brought in any such court has been brought in an inconvenient forum. Each Party further agrees that service of any process, summons, notice or document to such Party pursuant to Section 11.1 shall be effective service of process for any such action, suit or other proceeding.

11.8 Waiver of Jury Trial. EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT OR OTHER PROCEEDING (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF SUCH PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY SUCH PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 11.8.

11.9 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware as to all matters, including matters of validity, construction, effect, performance and remedies, except for any conflicts of law principles that would result in the application of the laws of any other jurisdiction.

11.10 No Offset. No Party to this Agreement may offset any amount due to the other Party hereto or any of such other Party’s Affiliates against any amount owed or alleged to be owed from such other Party or its Affiliates under this Agreement, the Termination Agreement or any other Transaction Document without the written consent of such other Party.

11.11 Specific Performance. Each of the Parties acknowledges and agrees that the rights of each Party to consummate the transactions contemplated hereby are unique and recognizes and affirms that in the event of a breach or threatened breach of this Agreement by either Party, money damages would be inadequate and the non-breaching Party would have no adequate remedy at law. Accordingly, the Parties agree that such non-breaching Party shall have the right, in addition to any other rights and remedies existing in its favor at law or in equity, to enforce its rights and the other Party’s obligations hereunder not only by an action or actions for damages but also by an action or actions for specific performance, injunctive or other equitable relief (without posting of bond or other security). Each Party further agrees that the only permitted objection that it may raise in response to any action for equitable relief is that it contests the existence of a breach or threatened breach of this Agreement.

11.12 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by facsimile, e-mail, .PDF file format, DocuSign or other electronic form shall be as effective as delivery of a manually executed counterpart of this Agreement.

11.13 Amendment; Waiver. This Agreement may be amended, modified or supplemented at any time only by an instrument in writing signed by each of the Parties. No waiver of any provision hereof shall be effective unless signed in writing by the Party waiving its rights and benefits under such provision.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the Effective Date by their respective duly authorized officers.

NHI:

NORTHSTAR HEALTHCARE INCOME, INC.

By: /s/ Ann B. Harrington

Name: Ann B. Harrington

Title: Interim Chief Executive Officer, President, General Counsel and Secretary

NHI OP:

NORTHSTAR HEALTHCARE INCOME OPERATING PARTNERSHIP, LP

By: NorthStar Healthcare Income, Inc.

Its: General Partner

By: /s/ Ann B. Harrington

Name: Ann B. Harrington

Title: Interim Chief Executive Officer, President, General Counsel and Secretary

[Signature Page to Transition Services Agreement]

ADVISOR:

CNI NSHC ADVISORS, LLC

By: /s/ Paul Varisano

Name: Paul Varisano

Title: Authorized Signatory

[Signature Page to Transition Services Agreement]

EXHIBIT 10.3

October 21, 2022

VIA EMAIL

Kendall Young

Dear Kendall:

On behalf of NorthStar Healthcare Income, Inc. (the “Company”), the purpose of this employment letter is to confirm the terms of your offer of employment with the Company in connection with the consummation of the transactions contemplated by that certain Termination Agreement, by and among the Company, NorthStar Healthcare Income Operating Partnership, LP, CNI NSHC Advisors, LLC, and NRF Holdco, LLC (the “Transaction Agreement”). If the transactions contemplated by the Transaction Agreement are not consummated, this employment letter will be null and void.

The term of your employment will commence on the Closing Date (as defined in the Transaction Agreement) and will continue until it is terminated as provided herein (the period during which you are employed is hereinafter referred to as the “Term”). During the Term, you will serve as the Chief Executive Officer of the Company, and will have duties and responsibilities typically associated with such title, together with such other duties and responsibilities consistent with your position as reasonably assigned to you from time to time by the Board of Directors of the Company (the “Board”). You will report directly to the Board.

Your employment will be remote, to be located in Newport Beach, California, although you understand and agree that you will be required to spend sufficient time at the Company’s offices and elsewhere to effectively perform your duties and responsibilities and that you may be required to travel from time to time for business reasons.

As a condition of your employment with the Company, you agree to observe and comply with all of the generally applicable rules, regulations, policies and procedures established by the Company from time to time, as well as all applicable laws and all rules and regulations imposed by any governmental regulatory authority from time to time. Without limiting the foregoing, you agree that during the Term, you will devote your full business time, attention, skill and best efforts to the performance of your employment duties and you are not to engage in any other business or occupation. Notwithstanding the foregoing, nothing herein will preclude you from (i) serving, with the prior written consent of the Board, as a member of up to two (2) boards of directors or advisory boards (or their equivalents in the case of a non-corporate entity) of non-competing businesses and charitable organizations, (ii) engaging in charitable activities and community affairs, and (iii) managing your personal investments and affairs; provided, however, that the activities set out in clauses (i), (ii), and (iii) will be limited by you so as not to materially interfere, individually or in the aggregate, with the performance of your duties and responsibilities hereunder.

Your annual base salary will be $425,000, and will be subject to annual review and adjustment by the Board, commencing in June 2023. Your base salary will be payable in accordance with the Company’s regular payroll practices.

During each year of your employment with the Company, you will be eligible to earn an annual incentive bonus, with an initial target bonus amount equal to 80% of base salary, and with a threshold bonus amount equal to 50% of the target bonus, and a maximum bonus amount equal to 150% of the target bonus, payable at the discretion of the Board based on achievement of Company (weighted 70%) and individual (weighted 30%) performance targets established by the Board. For 2022, your target annual bonus amount will be $135,000 and based on achievement of specified individual objectives as determined by the Board. Your annual bonus opportunity will be subject to annual review and adjustment by the Board, commencing in 2023. The payment of any annual bonus described herein will be made at the same time annual bonuses are generally paid to other similarly situated employees of the Company and will be subject to your continued employment with the Company through the applicable payment date.

As soon as practicable following the Closing Date, you will be granted a one-time, long-term incentive award (the “LTIP Award”), having a total target award opportunity of $3.8 million. The LTIP Award will be subject to the terms and conditions of the Company’s Amended and Restated Long Term Incentive Plan (the “Plan”) and an award agreement in a form reasonably acceptable to the Company, which will generally provide that, subject to your continued employment with the Company through December 31, 2025, 25% of the LTIP Award will vest on such date, and the remaining 75% of the LTIP Award will vest on such date if and to the extent certain specified performance criteria are achieved, subject to accelerated vesting in certain circumstances including termination without Cause (as defined below), for Good Reason (as defined below) or due to death or Disability (as defined below), to be specified in the LTIP Award agreement. The LTIP Award, if earned, will be paid in cash, less applicable withholdings, on or promptly following December 31, 2025, and in all events before March 15, 2026.

You will be eligible to participate in all employee benefits plans from time to time adopted by the Company and in effect for similarly situated employees of the Company. In addition, you will be entitled to paid vacation, totaling 4 weeks per year, to be accrued and taken in accordance with applicable Company policy. Notwithstanding the foregoing, the Company expressly reserves the right to amend, modify or terminate any employee benefit plan or policy at any time, with or without notice.

The nature of your employment at the Company is “at will,” as defined by applicable law, meaning that either the Company or you may terminate your employment at any time, with or without notice, for any reason or for no reason. We do ask, however, that you give thirty (30) days’ notice if you decide to terminate your employment without Good Reason (as defined below); provided that the Company may, in its sole and absolute discretion, by written notice accelerate such date of termination without changing the characterization of such termination. Upon any termination of your employment for any reason, except as otherwise expressly provided in this employment letter, no further payments by the Company to you will be due other than accrued but unpaid base salary through the applicable date of your termination, and any other accrued compensation or benefits to which you may be entitled pursuant to the terms of benefit plans in which you participate at the time of such termination (excluding any employee benefit plan providing for severance or similar benefits) or pursuant to applicable law.

Although the Company expressly reserves the right to terminate your employment at any time and for any reason, should your employment with the Company be terminated by the Company without Cause (i.e., other than for Cause), or on account of your death or Disability, or should you terminate your employment for Good Reason, you will be entitled to: (x) if such termination occurs prior to December 31, 2024 only, the Company will continue to pay you your base salary for a period of twelve (12) months, and (y) regardless of when such termination occurs, an amount equal to your then-current target annual bonus amount, pro-rated based on the period of employment during the year of such termination, payable in accordance with the Company’s regular payroll practices (collectively, the “Severance Benefits”). Notwithstanding any provision herein to the contrary, the payment of the Severance Benefits will be conditioned upon (i) your execution and delivery to the Company of a separation agreement that includes a release of claims in favor of the Company and its affiliates, as well as post-termination non-disparagement, cooperation and other obligations reasonably requested by the Company, which agreement will be in a form that is acceptable to the Company, within the maximum period of time specified in the separation agreement for its execution and delivery, provided, however, that in no event will that date be more than sixty (60) days following the date of such termination, and your non-revocation of such separation agreement during the applicable revocation period, and (ii) your continued compliance with the terms of the Restrictive Covenant Agreement (as defined below). If your date of termination and the last day of the applicable revocation period could fall in two separate taxable years, regardless of when you actually execute the separation agreement, payments will not commence until the later taxable year. The Severance Benefits will immediately cease should you fail to comply with the Restrictive Covenant Agreement.

For purposes of this employment letter, the following terms will have the following meanings:

“Cause” will mean any of the following acts by you: (i) gross neglect of duty, (ii) prolonged absence from duty without the consent of the Company, or your willful failure or refusal to perform your duties in any material respect, (iii) material breach by you of any published Company code of conduct or code of ethics, (iv) your willful misconduct, misfeasance or malfeasance of duty which is reasonably determined to be detrimental to the Company, (v) embezzlement, fraud or material misappropriation of material Company assets or business opportunities, in each case, committed or attempted by you, at your direction, or with your prior actual knowledge, or (vi) your conviction of or pleading guilty or no contest to a felony or any other criminal charge which is reasonably determined to be detrimental to the Company.

“Disability” will mean that you are (i) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company. In the event of a dispute, the determination of whether you are Disabled may be supported by the advice of a mutually selected physician competent in the area to which such Disability relates.

level of director and officer liability insurance coverage that is no less than the coverage provided to the Company’s other senior officers and directors, as applicable. To terminate your employment for Good Reason, you must provide the Company 10 days’ written notice describing the event giving rise to Good Reason, such notice to be provided within 60 days of the occurrence of such event, during which 10 day period the Company will have a cure right.

As a condition of your employment with the Company pursuant to this employment letter, you acknowledge and agree that prior to the commencement of the Term, you will execute and deliver to the Company an agreement in a form reasonable acceptable to the Company containing customary covenants regarding confidentiality, trade secrets, invention assignment, non-competition, and non-solicitation of employees, clients and customers (such agreement, the “Restrictive Covenant Agreement”).

You acknowledge and agree that the Company may withhold and deposit all federal, state, and local income and employment taxes that are owed with respect to all amounts paid or benefits provided to or for you by the Company.

The payments and benefits provided hereunder are intended to be structured in a manner to avoid the implication of any penalty taxes under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and this employment letter will be construed and interpreted in a manner consistent with such intent. In the event that any payment or benefit provided hereunder does not comply with Section 409A of the Code, the Company will use commercially reasonable efforts to amend the terms of this employment letter as necessary to bring such payment or benefit into compliance with Section 409A of the Code. However, in no event will the Company be liable for any additional tax, interest or penalties that may be imposed on you as a result of Section 409A of the Code or any damages for failing to comply with Section 409A of the Code (other than for withholding obligations or other obligations applicable to employers, if any, under Section 409A of the Code). Notwithstanding any provision in this employment letter to the contrary: (i) the payment (or commencement of a series of payments) of any nonqualified deferred compensation (within the meaning of Section 409A of the Code) upon a termination of employment will be delayed until such time as you have also undergone a “separation from service” as defined in Treas. Reg. 1.409A-1(h), at which time such nonqualified deferred compensation (calculated as of the date of your termination of employment) will be paid (or commence to be paid) to you on the schedule set forth in this employment letter as if you had undergone such termination of employment (under the same circumstances) on the date of your ultimate “separation from service,” (ii) any payment otherwise required to be made to you hereunder at any date as a result of the termination of your employment will be delayed for such period of time as may be necessary to meet the requirements of Section 409A(a)(2)(B)(i) of the Code (the “Delay Period”), and on the first business day following the expiration of the Delay Period, you will be paid, in a single cash lump sum, an amount equal to the aggregate amount of all payments delayed pursuant to the preceding sentence and any remaining payments not so delayed will continue to be paid pursuant to the payment schedule set forth herein, and (iii) each payment in a series of payments hereunder will be deemed to be a separate payment for purposes of Section 409A of the Code.

written consent of the parties hereto, and no waiver will be treated as a waiver with respect to any subsequent occurrences unless such waiver is an express continuing waiver. This employment letter will be binding upon, and will inure to the benefit of, the parties hereto and their respective heirs executors, successors and assigns. You may not transfer, assign, create a lien or otherwise alienate your rights pursuant to this employment letter, and any attempt to do so will be null and void. The Company may assign or transfer this employment letter without your consent. By signing this employment letter, you represent and warrant to the Company that you are under no contractual commitments inconsistent with your obligations to the Company. You expressly acknowledge that you have had the opportunity to obtain independent legal advice about this employment letter prior to execution, and that, to the extent you failed to do so, you acknowledge that such failure will not be used by you as a defense to the enforcement of this employment letter. This employment letter may be executed in two or more counterparts, each of which will be deemed to be an original but all of which together will constitute one and the same instrument. The execution of this employment letter may be by actual, facsimile or digital signature. This employment letter sets forth the exclusive terms of employment between you and the Company and replaces all prior and contemporaneous communications, agreements and understandings, written or oral, with respect to the terms and conditions of your employment. The provisions of this employment letter will survive any termination of your employment to the extent necessary to give effect thereto. This employment letter is governed by and construed under the laws of the State of California applicable to agreements made and to be performed in that state, without regard to conflict of laws rules.

[Signatures on the following page.]

Sincerely,

NORTHSTAR HEALTHCARE INCOME, INC.

/s/ Nicholas R. Balzo

Name: Nicholas R. Balzo

Title: Chief Financial Officer, Treasurer and Secretary

Agreed and Accepted as of this 21st day of October, 2022:

/s/ Kendall Young

Kendall Young

EXHIBIT 10.4

RESTRICTIVE COVENANT AGREEMENT

As a condition of my becoming employed by, or continuing employment with, NorthStar Healthcare Income, Inc. (the “Company”), and in consideration of my employment with the Company and my receipt of the compensation now and hereafter paid to me by the Company, I agree to the following:

Section 1. Confidential Information.

(a) Company Group Information. I acknowledge that, during the period of my employment with the Company (the “Employment Period”), I will have access to information about the Company and its direct and indirect parents, subsidiaries and affiliates (collectively, the “Company Group”) and that my employment with the Company shall bring me into close contact with confidential and proprietary information of the Company Group. In recognition of the foregoing, I agree, at all times during the Employment Period and thereafter, to hold in confidence, and not to use, except for the benefit of the Company Group, or to disclose to any person, firm, corporation, or other entity without prior written authorization of the Company, any Confidential Information that I obtain or create. I further agree not to make copies of such Confidential Information except as authorized by the Company. I understand that “Confidential Information” means information that the Company Group has developed, acquired, created, compiled, discovered, or owned or will develop, acquire, create, compile, discover, or own, that has value in or to the business of the Company Group. I understand that Confidential Information includes, but is not limited to, any and all non-public information that relates to the actual or anticipated business and/or products, research, or development of the Company Group, or to the Company Group’s technical data, trade secrets, or know-how, including, but not limited to, research, product plans, or other information regarding the Company Group’s products or services and markets, customer lists, and customers (including, but not limited to, customers of the Company Group on whom I called or with whom I may become acquainted during the Employment Period), software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, and other business information disclosed by the Company Group either directly or indirectly in writing, orally, or by drawings or inspection of premises, parts, equipment, or other Company Group property. Notwithstanding the foregoing, Confidential Information shall not include (i) any of the foregoing items that have become publicly and widely known through no unauthorized disclosure by me or others who were under confidentiality obligations as to the item or items involved or (ii) any information that I am required to disclose to, or by, any governmental or judicial authority; provided, however, that in such event I will give the Company prompt written notice thereof so that the Company Group may seek an appropriate protective order and/or waive in writing compliance with the confidentiality provisions of this Restrictive Covenant Agreement (this “Agreement”).

(b) Former Employer Information. I represent that my performance of all of the terms of this Agreement as an employee of the Company has not breached and will not breach any agreement to keep in confidence proprietary information, knowledge, or data acquired by me in confidence or trust prior or subsequent to the commencement of my employment with the Company, and I will not disclose to any member of the Company Group, or induce any member of the Company Group to use, any developments, or confidential or proprietary information or material I may have obtained in connection with employment with any prior employer in violation of a

confidentiality agreement, nondisclosure agreement, or similar agreement with such prior employer. During the Employment Period, I will not improperly make use of, or disclose, any developments, or confidential or proprietary information or material of any prior employer or other third party, nor will I bring onto the premises of the Company or use any unpublished documents or any property belonging to any prior employer or other third party, in violation of any lawful agreements with that prior employer or third party. I will use in the performance of my duties only information that is generally known and used by persons with training and experience comparable to my own, is common knowledge in the industry or otherwise legally in the public domain, or is otherwise provided or developed by the Company.

(c) Third Party Information. I understand that the Company Group has received and in the future may receive from third parties confidential or proprietary information (“Third Party Information”) subject to a duty on the Company Group’s part to maintain the confidentiality of such information and to use it only for certain limited purposes. In recognition of the foregoing, I agree, at all times during the Employment Period and thereafter, to hold in confidence and will not disclose to anyone (other than Company Group personnel who need to know such information in connection with their work for the Company Group), and not to use, except for the benefit of the Company Group, Third Party Information without the express prior written consent of an officer of the Company and otherwise treat Third Party Information as Confidential Information.

(d) Whistleblower; Defend Trade Secrets Act Disclosure.

(i) In addition, I understand that nothing in this Agreement shall be construed to prohibit me from (A) filing a charge or complaint with, participating in an investigation or proceeding conducted by, or reporting possible violations of law or regulation to any federal, state or local government agency, (B) truthfully responding to or complying with a subpoena, court order, or legal process, or (C) exercising any other rights I may have under applicable labor laws to engage in concerted activity with other employees.

(ii) Under the U.S. Defend Trade Secrets Act of 2016, 18 U.S.C. § 1833(b) (the “Act”), persons who disclose trade secrets in connection with lawsuits or other proceedings under seal (including lawsuits alleging retaliation), or in confidence to a federal, state or local government official, or attorney, solely for the purpose of reporting or investigating a suspected violation of law, enjoy immunity from civil and criminal liability under state and federal trade secrets laws for such disclosure. I acknowledge that I have hereby received adequate notice of this immunity, such that the Company is entitled to all remedies available for violations of the Act, including exemplary damages and attorneys’ fees. Nothing in this Agreement is intended to conflict with the Act or create liability for disclosures of trade secrets that are expressly allowed by the Act.

(iii) Notice. “An individual shall not be held criminally or civilly liable under any Federal or state trade secret law for the disclosure of a trade secret that is made in confidence to a Federal, state, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law. An individual shall not be held criminally or civilly liable under any Federal or state trade secret law for the disclosure of a trade secret that is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. An individual who files a lawsuit for retaliation by an employer for reporting a

suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal; and does not disclose the trade secret, except pursuant to court order.”

(iv) Nothing in this Agreement is intended to or purports to infringe on my right to discuss or disclose information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that I have reason to believe is unlawful.

Section 2. Inventions.

(a) Developments Retained and Licensed. I have attached hereto, as Schedule A, a list describing with particularity all developments, inventions, concepts, know-how, original works of authorship, improvements, trade secrets, methodology, algorithms, software, processes, formulas, designs, drawings and other technological advancements and implementations that I can demonstrate were created or owned by me prior to the commencement of the Employment Period (collectively referred to as “Prior Developments”), which belong solely to me or belong to me jointly with another, that relate in any way to any of the actual or proposed businesses, products, or research and development of any member of the Company Group, and that are not assigned to the Company hereunder, or if no such list is attached, I represent that there are no such Prior Developments. If, during any period during which I perform or performed services for the Company Group both before or after the date hereof (the “Assignment Period”), whether as an officer, employee, director, independent contractor, consultant, or agent, or in any other capacity, I incorporate (or have incorporated) into a Company Group product or process a Prior Development owned by me or in which I have an interest, I hereby grant each member of the Company Group, and each member of the Company Group shall have, a non-exclusive, royalty-free, irrevocable, perpetual, transferable worldwide license (with the right to sublicense) to make, have made, copy, modify, make derivative works of, use, sell, and otherwise distribute such Prior Development as part of, or in connection with, such product or process.

(b) Assignment of Inventions. Without additional compensation, I agree to assign, and hereby do assign, to the Company all rights, title and interest throughout the world in and to all Inventions (as defined below) which I may solely or jointly conceive, create, invent, develop, modify, compile or reduce to practice, at any time during the Assignment Period, whether or not during regular working hours, provided they either (i) relate at the time of conception, development or reduction to practice to the business of any member of the Company Group, or the actual or anticipated research or development of any member of the Company Group; (ii) result from or relate to any work performed for any member of the Company Group; or (iii) are developed through the use of equipment, supplies, or facilities of any member of the Company Group, or any Confidential Information, or in consultation with personnel of any member of the Company Group (collectively referred to as “Company IP Rights”). I understand that “Inventions” means inventions, concepts, know-how, developments, original works of authorship, improvements, trade secrets, methodology, algorithms, software, processes, formulas, designs, drawings and other technological advancements and implementations. I agree that I will promptly make full written disclosure to the Company of any Company IP Rights I participate in conceiving, creating, inventing, developing, modifying, compiling or reducing to practice during the Assignment Period. I further acknowledge that, to the greatest extent permitted by applicable law, all Company IP Rights made by me (solely or jointly with others)

within the scope of and during the Assignment Period are “works made for hire” for which I am, in part, compensated by my salary, unless regulated otherwise by law. If any Company IP Rights cannot be assigned, I hereby grant to the Company Group an exclusive, assignable, irrevocable, perpetual, worldwide, sublicenseable (through one or multiple tiers), royalty-free, unlimited license to use, make, modify, sell, offer for sale, reproduce, distribute, create derivative works of, publicly perform, publicly display and digitally perform and display such work in any media now known or hereafter known. Outside the scope of my service, whether during or after the Employment Period, I agree not to (i) modify, adapt, alter, translate, or create derivative works from any such work of authorship or (ii) merge any such work of authorship with other Company IP Rights. To the extent rights related to paternity, integrity, disclosure and withdrawal (collectively, “Moral Rights”) may not be assignable under applicable law and to the extent the following is allowed by the laws in the various countries where Moral Rights exist, I hereby irrevocably waive such Moral Rights and consent to any action of the Company Group that would violate such Moral Rights in the absence of such consent. I understand that the provisions of this Agreement requiring assignment of developments to the Company do not apply to any invention which qualifies fully under the provisions of Section 2870 of the California Labor Code (the full terms of which is set forth on Schedule B). I will advise the Company promptly in writing of any inventions that I believe meet the criteria in Section 2870 of the California Labor Code and I bear the full burden of proving to any member of the Company Group that an invention qualifies fully under Section 2870 of the California Labor Code. I acknowledge receipt of this Agreement and of written notification of the provisions of Section 2870 of the California Labor Code.

(c) Maintenance of Records. I agree to keep and maintain adequate and current written records of all Company IP Rights made by me (solely or jointly with others) during the Assignment Period. The records may be in the form of notes, sketches, drawings, flow charts, electronic data or recordings, and any other format. The records will be available to and remain the sole property of the Company Group at all times. I agree not to remove such records from the Company’s place of business except as expressly permitted by Company Group policy, which may, from time to time, be revised at the sole election of the Company Group for the purpose of furthering the business of the Company Group.

(d) Intellectual Property Rights. I hereby agree to assist the Company, or its designee, at the Company’s expense, in every way to secure the rights of the Company Group in the Company IP Rights and any copyrights, patents, trademarks, service marks, database rights, domain names, mask work rights, moral rights, and other intellectual property rights relating thereto in any and all countries, including the disclosure to the Company of all pertinent information and data with respect thereto, the execution of all applications, specifications, oaths, assignments, recordations, and all other instruments that the Company shall deem necessary in order to apply for, obtain, maintain, and transfer such rights and in order to assign and convey to the Company Group the sole and exclusive right, title, and interest in and to such Company IP Rights, and any intellectual property and other proprietary rights relating thereto. I further agree that my obligation to execute or cause to be executed, when it is in my power to do so, any such instrument or papers shall continue after the Assignment Period until the expiration of the last such intellectual property right to expire in any country of the world; provided, however, that the Company shall reimburse me for my reasonable expenses incurred in connection with carrying out the foregoing obligation. If the Company is unable because of my mental or physical incapacity or unavailability for any other reason to secure my signature to apply for or to pursue any

application for any United States or foreign patents or copyright registrations covering Company IP Rights or original works of authorship assigned to the Company as above, then I hereby irrevocably designate and appoint the Company and its duly authorized officers and agents as my agent and attorney in fact to act for and in my behalf and stead to execute and file any such applications or records and to do all other lawfully permitted acts to further the application for, prosecution, issuance, maintenance, and transfer of letters patent or registrations thereon with the same legal force and effect as if originally executed by me. I hereby waive and irrevocably quitclaim to the Company any and all claims, of any nature whatsoever, that I now or hereafter have for past, present, or future infringement of any and all proprietary rights assigned to the Company.

(e) State Non-assignable Invention Exemptions. Solely to the extent that I (i) was or am an employee of the Company and (ii) was or am based in California, Illinois, Kansas, Minnesota, Washington or any other state that has enacted laws concerning employee non-assignability of inventions, or otherwise entitled to the benefits of the state statutes of California, Illinois, Kansas, Minnesota, Washington or any other state that has enacted laws concerning employee non-assignability of inventions, during the Employment Period, then, to the extent the assignment of Company IP Rights to the Company in this Section 2 can be construed to cover inventions excluded under the appropriate state statutes (including, but not limited to, California Labor Code Sec. 2870, Illinois Employee Patent Act, 765 ILCS 1060, Kansas Statute K.S.A. § 44-130, Minn. Stat. § 181.78, and Sec. 2, Revised Code of Washington Section 49.44.140(1), the full terms of each are set forth on Schedule B attached hereto and are each incorporated herein by reference), this Section 2 shall not apply to such inventions.

Section 3. Returning Company Group Documents.

I agree that, at the time of termination of my employment with the Company for any reason, I will deliver to the Company (and will not keep in my possession, recreate, or deliver to anyone else) any and all Confidential Information, Third Party Information and all other documents, materials, information, and property developed by me pursuant to my employment or otherwise belonging to the Company and, if so requested, will certify in writing that I have fully complied with the foregoing obligation. I agree further that I will not copy, delete, or alter any information contained upon my Company computer or Company equipment before I return it to the Company. In addition, if I have used any personal computer, server, or e-mail system to receive, store, review, prepare or transmit any Company information, including but not limited to, Confidential Information, I agree to provide the Company with a computer-useable copy of all such Company information and then permanently delete and expunge such Company information from those systems; and I agree to provide the Company access to my system as reasonably requested to verify that the necessary copying and/or deletion is completed. I agree further that any property situated on the Company’s premises and owned by the Company (or any other member of the Company Group), including disks and other storage media, filing cabinets, and other work areas, is subject to inspection by personnel of any member of the Company Group at any time with or without notice.

Section 4. Disclosure of Agreement.

As long as it remains in effect, I will disclose the existence of this Agreement to any prospective employer, partner, co-venturer, investor, or lender prior to entering into an

employment, partnership, or other business relationship with such person or entity. I also consent to the notification of my prospective employer, partner, co-venturer, investor, or lender of my rights and obligations under this Agreement, by the Company providing a copy of this Agreement or otherwise.

Section 5. Restrictions on Competing, Interfering and Soliciting.

(a) Non-Competition. During the Employment Period, I shall not, directly or indirectly, individually or on behalf of any person, company, enterprise, or entity, or as a sole proprietor, partner, shareholder, director, officer, principal, agent, or executive, or in any other capacity or relationship, engage in any Competitive Activities, in any Soliciting Activities, or in any Interfering Activities, in each case, within the United States or any other jurisdiction in which the Company Group is actively engaged in business.

(b) Non-Solicit. During the Restricted Period, I shall not, directly or indirectly for my own account or for the account of any other individual or entity, engage in Soliciting Activities.

(i) “Business Relation” shall mean any current or prospective client, customer, licensee, or other business relation of the Company Group, or any such relation that was a client, customer, licensee, supplier, or other business relation within the six (6) month period prior to the termination of the Employment Period, in each case, to whom I provided services, or with whom I transacted business, or whose identity became known to me in connection with my relationship with or employment by the Company.

(ii) “Competitive Activities” shall mean any business activity that is competitive with the then-current or demonstrably planned business activities of the Company Group during the Employment Period.

(iii) “Interfering Activities” shall mean encouraging, soliciting, or inducing or in any manner attempting to encourage, solicit, or induce, any Business Relation to cease doing business with or reduce the amount of business conducted with any member of the Company Group.

(iv) “Person” shall mean any individual, corporation, partnership, limited liability company, joint venture, association, joint‑stock company, trust (charitable or non-charitable), unincorporated organization, or other form of business entity.

(v) “Restricted Period” shall mean the period commencing on the date hereof and ending on the twelve (12) month anniversary of the date my employment with the Company Group terminates.

(vi) “Soliciting Activities” shall mean encouraging, soliciting, or inducing, or in any manner attempting to encourage, solicit, or induce, any Person employed by, or providing consulting services to, any member of the Company Group to terminate such Person’s employment or services (or in the case of a consultant, materially reducing such services) with the Company Group.

(d) Non-Disparagement. I agree that during the Employment Period, and at all times thereafter, I will not make any disparaging or defamatory comments regarding any member of the Company Group or its respective current or former directors, officers, employees or shareholders in any respect or make any comments concerning any aspect of my relationship with any member of the Company Group or any conduct or events which precipitated any termination of my employment from the Company Group. In addition, during the Employment Period, and at all times thereafter, the Company will instruct its officers and directors to not make any disparaging or defamatory comments regarding me or make any comments concerning any aspect of my relationship with any member of the Company Group or any conduct or events which precipitated any termination of my employment from the Company Group. Nothing in this Section 5(d) (x) is intended to or purports to infringe on my right to disclose information about unlawful acts in the workplace, including, but not limited to, sexual harassment, (y) shall apply to disclosures by either party that are required by applicable law, regulation, or order of a court or governmental agency, or (z) prohibits either party from speaking with law enforcement, the Equal Employment Opportunity Commission, any state or local division of human rights or fair employment agency, or my attorney.

Section 6. Reasonableness of Restrictions.

I acknowledge and recognize the highly competitive nature of the Company’s business, that access to Confidential Information renders me special and unique within the Company’s industry, and that I will have the opportunity to develop substantial relationships with existing and prospective clients, accounts, customers, consultants, contractors, investors, and strategic partners of the Company Group during the course of and as a result of my employment with the Company. In light of the foregoing, I recognize and acknowledge that the restrictions and limitations set forth in this Agreement are reasonable and valid in geographical and temporal scope and in all other respects and are essential to protect the value of the business and assets of the Company Group. I acknowledge further that the restrictions and limitations set forth in this Agreement will not materially interfere with my ability to earn a living following the termination of the Employment Period and that my ability to earn a livelihood without violating such restrictions is a material condition to my employment with the Company.

Section 7. Independence; Severability; Blue Pencil.

Each of the rights enumerated in this Agreement shall be independent of the others and shall be in addition to and not in lieu of any other rights and remedies available to the Company Group at law or in equity. If any of the provisions of this Agreement or any part of any of them is hereafter construed or adjudicated to be invalid or unenforceable, the same shall not affect the remainder of this Agreement, which shall be given full effect without regard to the invalid portions. If any of the covenants contained herein are held to be invalid or unenforceable because of the duration of such provisions or the area or scope covered thereby, I agree that the court making such determination shall have the power to reduce the duration, scope, and/or area of such provision to the maximum and/or broadest duration, scope, and/or area permissible by law, and in its reduced form said provision shall then be enforceable.

Section 8. Injunctive Relief.

I expressly acknowledge that, because my services are personal and unique and because I will have access to Confidential Information, any breach or threatened breach of any of the terms and/or conditions set forth in this Agreement may result in substantial, continuing, and irreparable injury to the members of the Company Group for which monetary damages would not be an adequate remedy. Therefore, I hereby agree that, in addition to any other right or remedy that may be available to the Company in law or in equity, any member of the Company Group shall be entitled to injunctive relief, specific performance, or other equitable relief by a court of appropriate jurisdiction in the event of any breach or threatened breach of the terms of this Agreement without the necessity of proving irreparable harm or injury as a result of such breach or threatened breach or posting a bond and without liability should relief be denied, modified or vacated. Notwithstanding any other provision to the contrary, I acknowledge and agree that the Restricted Period shall be tolled during any period of violation of any of the covenants in Section 5(b) hereof.

Section 9. Cooperation.

I agree that, following any termination of my employment, I will continue to provide reasonable cooperation to the Company and/or any other member of the Company Group and its or their respective counsel in connection with any investigation, administrative proceeding, or litigation relating to any matter that occurred during the Employment Period in which I was involved or of which I have knowledge. As a condition of such cooperation, the Company shall reimburse me for reasonable out-of-pocket expenses incurred by me in connection with such cooperation at the request of the Company, as well as provide me with a reasonable per diem amount for each day that I provide such cooperation, as determined by the Company. I also agree that, in the event that I am subpoenaed by any person or entity (including, but not limited to, any government agency) to give testimony or provide documents (in a deposition, court proceeding, or otherwise) that in any way relates to my employment by the Company and/or any other member of the Company Group, I will give prompt notice of such request to the Company and will make no disclosure until the Company and/or the other member of the Company Group has had a reasonable opportunity to contest the right of the requesting person or entity to such disclosure.

Section 10. General Provisions.

(a) Governing Law and Jurisdiction. EXCEPT WHERE PREEMPTED BY FEDERAL LAW, THE VALIDITY, INTERPRETATION, CONSTRUCTION, AND PERFORMANCE OF THIS AGREEMENT IS GOVERNED BY AND IS TO BE CONSTRUED UNDER THE LAWS OF THE STATE OF CALIFORNIA APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN THAT STATE, WITHOUT REGARD TO CONFLICT OF LAWS RULES. FURTHER, I HEREBY CONSENT TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN THE STATE OF CALIFORNIA.

(b) Entire Agreement. This Agreement sets forth the entire agreement and understanding between the Company and me relating to the subject matter herein and merges all prior discussions between us. No modification or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective unless in writing signed by the party to be

charged. Any subsequent change or changes in my duties, obligations, rights, or compensation will not affect the validity or scope of this Agreement.

(c) No Right of Continued Employment. I acknowledge and agree that nothing contained herein shall be construed as granting me any right to continued employment by the Company, and the right of the Company to terminate my employment at any time and for any reason, with or without cause, is specifically reserved.

(d) Successors and Assigns. This Agreement will be binding upon my heirs, executors, administrators, and other legal representatives and will be for the benefit of the Company, its successors, and its assigns. I expressly acknowledge and agree that this Agreement may be assigned by the Company without my consent to any other member of the Company Group as well as any purchaser of all or substantially all of the assets or stock of the Company or of any business or division of the Company for which I provide services, whether by purchase, merger, or other similar corporate transaction.

(e) Survival. The provisions of this Agreement shall survive the termination of my employment with the Company and/or the assignment of this Agreement by the Company to any successor in interest or other assignee.

* * *

[Signature to appear on the following page.]

I, Kendall Young, have executed this Restrictive Covenant Agreement on the date set forth below:

Date: October 21, 2022 /s/ Kendall Young

(Signature)

Kendall Young

(Type/Print Name)

SCHEDULE A

LIST OF PRIOR DEVELOPMENTS

AND ORIGINAL WORKS OF AUTHORSHIP

EXCLUDED FROM SECTION 2


Title	Date	Identifying Number or Brief Description

__X__ No Developments or Improvements

_____ Additional Sheets Attached

Signature of Employee: /s/ Kendall Young

Print Name of Employee: Kendall Young

Date: October 21, 2022

SCHEDULE B

Invention assignment notice

I am hereby notified that Section 2 of the Restrictive Covenant Agreement, to which this Schedule B is attached, does not apply to any invention which qualifies fully for exclusion under the provisions of California Labor Code Sec. 2870, Illinois Employee Patent Act, 765 ILCS 1060, Sec. 2, Kansas Statute K.S.A. §44-130, Minn. Stat. §181.78, Revised Code of Washington Section 49.44.140(1) or any other state statute not listed below concerning employee non-assignability of inventions. The following is the text of each of the aforementioned statutes.

CALIFORNIA LABOR CODE SECTION 2870

(a) Any provision in an employment agreement which provides that an employee shall assign, or offer to assign, any of his or her rights in an invention to his or her employer shall not apply to an invention that the employee developed entirely on his or her own time without using the employer’s equipment, supplies, facilities, or trade secret information except for those inventions that either:

(1) Relate at the time of conception or reduction to practice of the invention to the employer’s business, or actual or demonstrably anticipated research or development of the employer; or

(2) Result from any work performed by the employee for the employer.

(b) To the extent a provision in an employment agreement purports to require an employee to assign an invention otherwise excluded from being required to be assigned under subdivision (a), the provision is against the public policy of this state and is unenforceable.

ILLINOIS EMPLOYEE PATENT ACT, 765 ILLINOIS COMPILED STATUTES 1060

Employee rights to inventions - conditions. (1) A provision in an employment agreement which provides that an employee shall assign or offer to assign any of the employee’s rights in an invention to the employer does not apply to an invention for which no equipment, supplies, facilities, or trade secret information of the employer was used and which was developed entirely on the employee’s own time, unless (a) the invention relates (i) to the business of the employer, or (ii) to the employer’s actual or demonstrably anticipated research or development, or (b) the invention results from any work performed by the employee for the employer. Any provision which purports to apply to such an invention is to that extent against the public policy of this State and is to that extent void and unenforceable. The employee shall bear the burden of proof in establishing that his invention qualifies under this subsection.

(2) An employer shall not require a provision made void and unenforceable by subsection (1) of this Section as a condition of employment or continuing employment. This Act shall not preempt existing common law applicable to any shop rights of employers with respect to employees who have not signed an employment agreement.

(3) If an employment agreement entered into after January 1, 1984, contains a provision requiring the employee to assign any of the employee’s rights in any invention to the employer, the employer must also, at the time the agreement is made, provide a written notification to the employee that the agreement does not apply to an invention for which no equipment, supplies, facility, or trade secret information of the employer was used and which was developed entirely on the employee’s own time, unless (a) the invention relates (i) to the business of the employer, or (ii) to the employer’s actual or demonstrably anticipated research or development, or (b) the invention results from any work performed by the employee for the employer.

KANSAS STATUTE K.S.A. SECTION 44-130

Employment agreements assigning employee rights in inventions to employer; restrictions; certain provisions void; notice and disclosure. (a) Any provision in an employment agreement which provides that an employee shall assign or offer to assign any of the employee’s rights in an invention to the employer shall not apply to an invention for which no equipment, supplies, facilities or trade secret information of the employer was used and which was developed entirely on the employee’s own time, unless:

(1) The invention relates to the business of the employer or to the employer’s actual or demonstrably anticipated research or development; or

(2) The invention results from any work performed by the employee for the employer.

(b) Any provision in an employment agreement which purports to apply to an invention which it is prohibited from applying to under subsection (a), is to that extent against the public policy of this state and is to that extent void and unenforceable. No employer shall require a provision made void and unenforceable by this section as a condition of employment or continuing employment.

(c) If an employment agreement contains a provision requiring the employee to assign any of the employee’s rights in any invention to the employer, the employer shall provide, at the time the agreement is made, a written notification to the employee that the agreement does not apply to an invention for which no equipment, supplies, facility or trade secret information of the employer was used and which was developed entirely on the employee’s own time, unless:

(1) the invention relates directly to the business of the employer or to the employer’s actual or demonstrably anticipated research or development; or

(2) the invention results from any work performed by the employee for the employer.

(d) Even though the employee meets the burden of proving the conditions specified in this section, the employee shall disclose, at the time of employment or thereafter, all inventions being developed by the employee, for the purpose of determining employer and employee rights in an invention.

MINNESOTA STATUTES SECTION 181.78

Subdivision 1. Inventions not related to employment. Any provision in an employment agreement which provides that an employee shall assign or offer to assign any of the employee’s rights in an invention to the employer shall not apply to an invention for which no equipment, supplies, facility or trade secret information of the employer was used and which was developed entirely on the employee’s own time, and (1) which does not relate (a) directly to the business of the employer or (b) to the employer’s actual or demonstrably anticipated research or development, or (2) which does not result from any work performed by the employee for the employer. Any provision which purports to apply to such an invention is to that extent against the public policy of this state and is to that extent void and unenforceable.

Subdivision. 2. Effect of subdivision 1. No employer shall require a provision made void and unenforceable by subdivision 1 as a condition of employment or continuing employment.

Subdivision. 3. Notice to employee. If an employment agreement entered into after August 1, 1977 contains a provision requiring the employee to assign or offer to assign any of the employee’s rights in any invention to an employer, the employer must also, at the time the agreement is made, provide a written notification to the employee that the agreement does not apply to an invention for which no equipment, supplies, facility or trade secret information of the employer was used and which was developed entirely on the employee’s own time, and (1) which does not relate (a) directly to the business of the employer or (b) to the employer’s actual or demonstrably anticipated research or development, or (2) which does not result from any work performed by the employee for the employer.

REVISED CODE OF WASHINGTON SECTION 49.44.140

(1) A provision in an employment agreement which provides that an employee shall assign or offer to assign any of the employee’s rights in an invention to the employer does not apply to an invention for which no equipment, supplies, facilities, or trade secret information of the employer was used and which was developed entirely on the employee’s own time, unless (a) the invention relates (i) directly to the business of the employer, or (ii) to the employer’s actual or demonstrably anticipated research or development, or (b) the invention results from any work performed by the employee for the employer. Any provision which purports to apply to such an invention is to that extent against the public policy of this state and is to that extent void and unenforceable.

(2) An employer shall not require a provision made void and unenforceable by subsection (1) of this section as a condition of employment or continuing employment.

(3) If an employment agreement entered into after September 1, 1979, contains a provision requiring the employee to assign any of the employee’s rights in any invention to the employer, the employer must also, at the time the agreement is made, provide a written notification to the employee that the agreement does not apply to an invention for which no equipment, supplies, facility, or trade secret information of the employer was used and which was developed entirely on the employee’s own time, unless (a) the invention relates (i) directly to the business of the employer, or (ii) to the employer’s actual or demonstrably anticipated research or development, or (b) the invention results from any work performed by the employee for the employer.

REVISED CODE OF WASHINGTON SECTION 49.44.150

Even though the employee meets the burden of proving the conditions specified in Revised Code of Washington 49.44.110, the employee shall, at the time of employment or thereafter, disclose all inventions being developed by the employee, for the purpose of determining employer or employee rights. The employer or the employee may disclose such inventions to the department of employment security, and the department shall maintain a record of such disclosures for a minimum period of five years.

EXHIBIT 10.5

October 21, 2022

VIA EMAIL

Nicholas Balzo

Dear Nick:

The term of your employment will commence on the Closing Date (as defined in the Transaction Agreement) and will continue until it is terminated as provided herein (the period during which you are employed is hereinafter referred to as the “Term”). During the Term, you will serve as the Chief Financial Officer of the Company, and will have duties and responsibilities typically associated with such title, together with such other duties and responsibilities consistent with your position as reasonably assigned to you from time to time by the Board of Directors of the Company (the “Board”). You will report directly to the Chief Executive Officer.

Your employment will be located in New York, New York or remote, although you understand and agree that you will be required to spend sufficient time at the Company’s offices and elsewhere to effectively perform your duties and responsibilities and that you may be required to travel from time to time for business reasons.

Your annual base salary will be $325,000. Your base salary will be payable in accordance with the Company’s regular payroll practices.

During each year of your employment with the Company, you will be eligible to earn an annual incentive bonus, with an initial target bonus amount equal to $225,000, and with a threshold bonus amount equal to 50% of the target bonus, and a maximum bonus amount equal to 150% of the target bonus, payable at the discretion of the Board based on achievement of Company (weighted 70%) and individual (weighted 30%) performance targets established by the Board. For 2022, your target annual bonus amount will be $175,000 and based on achievement of specified individual objectives as determined by the Board. Your target bonus amount will be reviewed annually by the Board prior to the end of the calendar year commencing Dec 31, 2023. The payment of any annual bonus described herein will be made at the same time annual bonuses are generally paid to other similarly situated employees of the Company and will be subject to your continued employment with the Company through the applicable payment date, unless otherwise provided herein.

As soon as practicable following the Closing Date, you will be granted a one-time, long-term incentive award (the “LTIP Award”), having a total target award opportunity of $855,000. The LTIP Award will be subject to the terms and conditions of the Company’s Amended and Restated Long Term Incentive Plan (the “Plan”) and an award agreement in a form reasonably acceptable to the Company, which will generally provide that, subject to your continued employment with the Company through December 31, 2025, 25% of the LTIP Award will vest on such date, and the remaining 75% of the LTIP Award will vest on such date if and to the extent certain specified performance criteria are achieved, subject to accelerated vesting in certain circumstances including termination without Cause (as defined below), for Good Reason (as defined below), or due to death or Disability (as defined below), to be specified in the LTIP Award agreement. The LTIP Award, if earned, will be paid in cash, less applicable withholdings, on or promptly following December 31, 2025, and in all events before March 15, 2026.

You will be eligible to participate in all employee benefits plans from time to time adopted by the Company and in effect for similarly situated employees of the Company. In addition, you will be entitled to paid vacation, to be accrued and taken in accordance with applicable Company policy. Notwithstanding the foregoing, the Company expressly reserves the right to amend, modify or terminate any employee benefit plan or policy at any time, with or without notice.

you terminate your employment for Good Reason, the Company will continue to pay you your base salary for a period of twelve (12) months, payable in accordance with the Company’s regular payroll practices, and an amount equal to your then-current target annual bonus amount, pro-rated based on the period of employment during the year of such termination, payable in accordance with the Company’s regular payroll practices (collectively, the “Severance Benefits”). Notwithstanding any provision herein to the contrary, the payment of the Severance Benefits will be conditioned upon (i) your execution and delivery to the Company of a separation agreement that includes a release of claims in favor of the Company and its affiliates, as well as post-termination non-disparagement, cooperation and other obligations reasonably requested by the Company, which agreement will be in a form that is acceptable to the Company, within the maximum period of time specified in the separation agreement for its execution and delivery, provided, however, that in no event will that date be more than sixty (60) days following the date of such termination, and your non-revocation of such separation agreement during the applicable revocation period, and (ii) your continued compliance with the terms of the Restrictive Covenant Agreement (as defined below). If your date of termination and the last day of the applicable revocation period could fall in two separate taxable years, regardless of when you actually execute the separation agreement, payments will not commence until the later taxable year. The Severance Benefits will immediately cease should you fail to comply with the Restrictive Covenant Agreement. By signing this employment letter, you expressly acknowledge and agree that this employment letter supersedes any and all severance benefits to which you may have previously been entitled pursuant to Section 3 of that certain Retention Award Letter, by and between you and NRF Holdco, LLC, dated July 29, 2022, however all other rights and benefits under said Retention Award Letter, including the Retention Bonus, remain in full force and effect in accordance with the terms of said Retention Award Letter.

For purposes of this employment letter, the following terms will have the following meanings:

“Cause” will mean any of the following acts by you, as determined by the Board: (i) gross neglect of duty, (ii) prolonged absence from duty without the consent of the Company, or your willful failure or refusal to perform your lawful duties in any material respect, (iii) material breach by you of any published Company code of conduct or code of ethics, (iv) your willful misconduct, misfeasance or malfeasance of duty which is reasonably determined to be detrimental to the Company, (v) embezzlement, fraud or material misappropriation of material Company assets or business opportunities, in each case, committed or attempted by you, at your direction, or with your prior actual knowledge, or (vi) your conviction of or pleading guilty or no contest to a felony or any other criminal charge which is reasonably determined to be detrimental to the Company. The determination of the Board as to the existence of “Cause” shall be conclusive on you and the Company.

“Disability” will mean that you are (i) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company. In the event of a dispute, the determination of whether you are Disabled will be made by the Board and may be supported by the advice of a physician competent in the area to which such Disability relates.

“Good Reason” will mean, without your consent, (i) a material diminution in your title, duties, or responsibilities, (ii) a material reduction in your base salary or annual bonus opportunity, (iii) the involuntary relocation of your principal place of employment more than 10 miles from its current location, or (iv) a change in your reporting structure to any officer other than the Chief Executive Officer or the Board of Directors. To terminate your employment for Good Reason, you must provide the Company 10 days’ written notice describing the event giving rise to Good Reason, such notice to be provided within 60 days of the occurrence of such event, during which 10 day period the Company will have a cure right.

The payments and benefits provided hereunder are intended to be structured in a manner to avoid the implication of any penalty taxes under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and this employment letter will be construed and interpreted in a manner consistent with such intent. In the event that any payment or benefit provided hereunder does not comply with Section 409A of the Code, the Company may amend the terms of this employment letter as necessary to bring such payment or benefit into compliance with Section 409A of the Code. However, in no event will the Company be liable for any additional tax, interest or penalties that may be imposed on you as a result of Section 409A of the Code or any damages for failing to comply with Section 409A of the Code (other than for withholding obligations or other obligations applicable to employers, if any, under Section 409A of the Code). Notwithstanding any provision in this employment letter to the contrary: (i) the payment (or commencement of a series of payments) of any nonqualified deferred compensation (within the meaning of Section 409A of the Code) upon a termination of employment will be delayed until such time as you have also undergone a “separation from service” as defined in Treas. Reg. 1.409A-1(h), at which time such nonqualified deferred compensation (calculated as of the date of your termination of employment) will be paid (or commence to be paid) to you on the schedule set forth in this employment letter as if you had undergone such termination of employment (under the same circumstances) on the date of your ultimate “separation from service,” (ii) any payment otherwise required to be made to you hereunder at any date as a result of the termination of your employment will be delayed for such period of time as may be necessary to meet the requirements of Section 409A(a)(2)(B)(i) of the Code (the “Delay Period”), and on the first business day following the expiration of the Delay Period, you will be paid, in a single cash lump sum, an amount equal to the aggregate amount of all payments delayed pursuant to the preceding sentence and any remaining payments not so delayed will continue to be paid pursuant to the payment schedule set forth herein, and (iii) each payment in a series of payments hereunder will be deemed to be a separate payment for purposes of Section 409A of the Code.

This employment letter sets forth the entire agreement between the parties hereto with respect to the subject matter hereof, and supersedes all other agreements and understandings, written or oral, between the parties hereto with respect to the subject matter hereof. Any waiver, amendment or modification of this employment letter will be valid only if made with the prior written consent of the parties hereto, and no waiver will be treated as a waiver with respect to any subsequent occurrences unless such waiver is an express continuing waiver. This employment letter will be binding upon, and will inure to the benefit of, the parties hereto and their respective heirs executors, successors and assigns. You may not transfer, assign, create a lien or otherwise alienate your rights pursuant to this employment letter, and any attempt to do so will be null and void. The Company may assign or transfer this employment letter without your consent. By signing this employment letter, you represent and warrant to the Company that you are under no contractual commitments inconsistent with your obligations to the Company. You expressly acknowledge that you have had the opportunity to obtain independent legal advice about this employment letter prior to execution, and that, to the extent you failed to do so, you acknowledge that such failure will not be used by you as a defense to the enforcement of this employment letter. This employment letter may be executed in two or more counterparts, each of which will be deemed to be an original but all of which together will constitute one and the same instrument. The execution of this employment letter may be by actual, facsimile or digital signature. This employment letter sets forth the exclusive terms of employment between you and the Company and replaces all prior and contemporaneous communications, agreements and understandings, written or oral, with respect to the terms and conditions of your employment, provided however that the Retention Award Letter, by and between you and NRF Holdco, LLC, dated July 29, 2022, shall remain in full force and effect as provided herein. The provisions of this employment letter will survive any termination of your employment to the extent necessary to give effect thereto. This employment letter is governed by and construed under the laws of the State of Delaware applicable to agreements made and to be performed in that state, without regard to conflict of laws rules.

[Signatures on the following page.]

Sincerely,

NORTHSTAR HEALTHCARE INCOME, INC.

Name: Kendall Young

Title: Chief Executive Officer and President

Agreed and Accepted as of this 21st day of October, 2022:

/s/ Nicholas R. Balzo

Nicholas R. Balzo

EXHIBIT 10.6

RESTRICTIVE COVENANT AGREEMENT

Section 1. Confidential Information.

confidentiality agreement, nondisclosure agreement, or similar agreement with such prior employer; provided however that this restriction shall not apply to my duties in transitioning from my employment with NRF Holdco, LLC to my new employment with the Company. During the Employment Period, I will not improperly make use of, or disclose, any developments, or confidential or proprietary information or material of any prior employer or other third party, nor will I bring onto the premises of the Company or use any unpublished documents or any property belonging to any prior employer or other third party, in violation of any lawful agreements with that prior employer or third party. I will use in the performance of my duties only information that is generally known and used by persons with training and experience comparable to my own, is common knowledge in the industry or otherwise legally in the public domain, or is otherwise provided or developed by the Company.

(d) Whistleblower; Defend Trade Secrets Act Disclosure.

(i) In addition, I understand that nothing in this Agreement shall be construed to prohibit me from (A) filing a charge or complaint with, participating in an investigation or proceeding conducted by, or reporting possible violations of law or regulation to any federal, state or local government agency, (B) truthfully responding to or complying with a subpoena, court order, or legal process, or (C) exercising any right I may have under applicable labor laws to engage in concerted activity with other employees.

(ii) Under the U.S. Defend Trade Secrets Act of 2016, 18 U.S.C. § 1833(b) (the “Act”), persons who disclose trade secrets in connection with lawsuits or other proceedings under seal (including lawsuits alleging retaliation), or in confidence to a federal, state or local government official, or attorney, solely for the purpose of reporting or investigating a suspected violation of law, enjoy immunity from civil and criminal liability under state and federal trade secrets laws for such disclosure. I acknowledge that I have hereby received adequate notice of this immunity, such that the Company is entitled to all remedies available for violations of the Act, including exemplary damages and attorney fees. Nothing in the Agreement is intended to conflict with the Act or create liability for disclosures of trade secrets that are expressly allowed by the Act.

made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal; and does not disclose the trade secret, except pursuant to court order.”

Section 2. Inventions.

practice during the Assignment Period. I further acknowledge that, to the greatest extent permitted by applicable law, all Company IP Rights made by me (solely or jointly with others) within the scope of and during the Assignment Period are “works made for hire” for which I am, in part, compensated by my salary, unless regulated otherwise by law. If any Company IP Rights cannot be assigned, I hereby grant to the Company Group an exclusive, assignable, irrevocable, perpetual, worldwide, sublicenseable (through one or multiple tiers), royalty-free, unlimited license to use, make, modify, sell, offer for sale, reproduce, distribute, create derivative works of, publicly perform, publicly display and digitally perform and display such work in any media now known or hereafter known. Outside the scope of my service, whether during or after the Employment Period, I agree not to (i) modify, adapt, alter, translate, or create derivative works from any such work of authorship or (ii) merge any such work of authorship with other Company IP Rights. To the extent rights related to paternity, integrity, disclosure and withdrawal (collectively, “Moral Rights”) may not be assignable under applicable law and to the extent the following is allowed by the laws in the various countries where Moral Rights exist, I hereby irrevocably waive such Moral Rights and consent to any action of the Company Group that would violate such Moral Rights in the absence of such consent.

same legal force and effect as if originally executed by me. I hereby waive and irrevocably quitclaim to the Company any and all claims, of any nature whatsoever, that I now or hereafter have for past, present, or future infringement of any and all proprietary rights assigned to the Company.

(e) State Non-assignable Invention Exemptions. Solely to the extent that I (i) was or am an employee of the Company and (ii) was or am based in California, Illinois, Kansas, Minnesota, Washington or any other state that has enacted laws concerning employee non-assignability of inventions, or otherwise entitled to the benefits of the state statutes of California, Illinois, Kansas, Minnesota, Washington or any other state that has enacted laws concerning employee non-assignability of inventions, during the Employment Period, then, to the extent the assignment of Company IP Rights to the Company in this Section 1(d)(iii) can be construed to cover inventions excluded under the appropriate state statutes (including, but not limited to, California Labor Code Sec. 2870, Illinois Employee Patent Act, 765 ILCS 1060, Kansas Statute K.S.A. §44-130, Minn. Stat. § 181.78, and Sec. 2, Revised Code of Washington Section 49.44.140(1), the full terms of each are set forth on Schedule A attached hereto and are each incorporated herein by reference), this Section 1(d)(iii) shall not apply to such inventions.

Section 3. Returning Company Group Documents.

Section 4. Disclosure of Agreement.

As long as it remains in effect, I will disclose the existence of this Agreement to any prospective employer, partner, co-venturer, investor, or lender prior to entering into an employment, partnership, or other business relationship with such person or entity. I also consent to the notification of my prospective employer, partner, co-venturer, investor, or lender of my rights and obligations under this Agreement, by the Company providing a copy of this Agreement or otherwise.

Section 5. Publicity.

I hereby consent to any and all uses and displays by the Company Group of my name, voice, likeness, image, appearance and biographical information in or in connection with any printed, electronic or digital materials, including, without limitation, any pictures, audio or video recordings, digital images, websites, television programs, advertising, sales or marketing brochures, printed materials and computer media, throughout the world and at any time during or after the Employment Period for all legitimate business purposes of the Company Group (the “Permitted Use”). I hereby forever release the Company Group and each of their respective current or former directors, officers, employees, shareholders, representatives and agents from any and all claims, actions, damages, losses, costs, expenses and liability of any kind arising under any legal or equitable theory whatsoever at any time during or after the Employment Period in connection with any Permitted Use.

Section 5. Restrictions on Interfering

(a) Non-Competition. During the Non-Compete Restricted Period, I shall not, directly or indirectly, individually or on behalf of any person, company, enterprise, or entity, or as a sole proprietor, partner, shareholder, director, officer, principal, agent, or executive, or in any other capacity or relationship, engage in any Competitive Activities, within the United States or any other jurisdiction in which the Company Group is actively engaged in business.

(b) Non-Interference. During the Non-Interference Restricted Period, I shall not, directly or indirectly for my own account or for the account of any other individual or entity, engage in Interfering Activities.

(ii) “Competitive Activities” shall mean any business activity that is competitive with the then-current or demonstrably planned business activities of the Company Group.

(iii) “Interfering Activities” shall mean (A) encouraging, soliciting, or inducing, or in any manner attempting to encourage, solicit, or induce, any Person employed by, or providing consulting services to, any member of the Company Group to terminate such Person’s employment or services (or in the case of a consultant, materially reducing such services) with the Company Group; (B) hiring any individual who was employed by the Company Group within the six (6) month period prior to the date of such hiring, provided that the aforementioned six (6) month period shall not apply in the case of a wind-down of the business of the Company Group, such that I shall be permitted to hire any individual who was employed by, but has been terminated by, the Company Group as of the date of such hire; or (C) encouraging, soliciting, or inducing, or in any manner attempting to encourage, solicit, or induce, any Business Relation to

cease doing business with or reduce the amount of business conducted with any member of the Company Group, or in any way interfering with the relationship between any such Business Relation and any member of the Company Group.

(iv) “Non-Compete Restricted Period” shall mean the period commencing on the date hereof and ending on (x) the six (6) month anniversary of the date of a termination of the Employment Period, other than a termination by the Company without Cause (as defined in the employment letter agreement with the Company Group, of even date herewith) or a termination by me for Good Reason (as defined in the employment letter agreement with the Company Group, of even date herewith), or (y) the date of a termination of the Employment Period by the Company without Cause or by me for Good Reason.

(v) “Non-Interference Restricted Period” shall mean the period commencing on the date hereof and ending on the twelve (12) month anniversary of the date of any termination of the Employment Period.

(vi) “Person” shall mean any individual, corporation, partnership, limited liability company, joint venture, association, joint‑stock company, trust (charitable or non-charitable), unincorporated organization, or other form of business entity.

Section 7. Reasonableness of Restrictions.

Section 8. Independence; Severability; Blue Pencil.

Each of the rights enumerated in this Agreement shall be independent of the others and shall be in addition to and not in lieu of any other rights and remedies available to the Company

Group at law or in equity. If any of the provisions of this Agreement or any part of any of them is hereafter construed or adjudicated to be invalid or unenforceable, the same shall not affect the remainder of this Agreement, which shall be given full effect without regard to the invalid portions. If any of the covenants contained herein are held to be invalid or unenforceable because of the duration of such provisions or the area or scope covered thereby, I agree that the court making such determination shall have the power to reduce the duration, scope, and/or area of such provision to the maximum and/or broadest duration, scope, and/or area permissible by law, and in its reduced form said provision shall then be enforceable.

Section 9. Injunctive Relief.

I expressly acknowledge that, because my services are personal and unique and because I will have access to Confidential Information, any breach or threatened breach of any of the terms and/or conditions set forth in this Agreement may result in substantial, continuing, and irreparable injury to the members of the Company Group for which monetary damages would not be an adequate remedy. Therefore, I hereby agree that, in addition to any other right or remedy that may be available to the Company in law or in equity, any member of the Company Group shall be entitled to injunctive relief, specific performance, or other equitable relief by a court of appropriate jurisdiction in the event of any breach or threatened breach of the terms of this Agreement without the necessity of proving irreparable harm or injury as a result of such breach or threatened breach or posting a bond and without liability should relief be denied, modified or vacated. Notwithstanding any other provision to the contrary, I acknowledge and agree that the Restricted Period Non-Interference Restricted Period, as applicable, shall be tolled during any period of violation of any of the covenants in Section 6 hereof and during any other period required for litigation during which the Company or any other member of the Company Group seeks to enforce such covenants against me if it is ultimately determined that I was in breach of such covenants.

Section 10. Cooperation.

I agree that, following any termination of my employment, I will continue to provide reasonable cooperation to the Company and/or any other member of the Company Group and its or their respective counsel in connection with any investigation, administrative proceeding, or litigation relating to any matter that occurred during the Employment Period in which I was involved or of which I have knowledge. As a condition of such cooperation, the Company shall reimburse me for reasonable out-of-pocket expenses incurred at the request of the Company with respect to my compliance with this Section. I also agree that, in the event that I am subpoenaed by any person or entity (including, but not limited to, any government agency) to give testimony or provide documents (in a deposition, court proceeding, or otherwise) that in any way relates to my employment by the Company and/or any other member of the Company Group, I will give prompt notice of such request to the Company and will make no disclosure until the Company and/or the other member of the Company Group has had a reasonable opportunity to contest the right of the requesting person or entity to such disclosure.

Section 11. General Provisions.

(a) Governing Law and Jurisdiction. EXCEPT WHERE PREEMPTED BY FEDERAL LAW, THE VALIDITY, INTERPRETATION, CONSTRUCTION, AND

PERFORMANCE OF THIS AGREEMENT IS GOVERNED BY AND IS TO BE CONSTRUED UNDER THE LAWS OF THE STATE OF CALIFORNIA APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN THAT STATE, WITHOUT REGARD TO CONFLICT OF LAWS RULES. FURTHER, I HEREBY CONSENT TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN THE STATE OF CALIFORNIA.

(b) Attorneys’ Fees. Should suit be brought to enforce or interpret any part of this Agreement, the prevailing party shall be entitled to recover, as an element of the costs of suit and not as damages, reasonable attorneys’ fees to be fixed by the court (including costs, expenses and fees on any appeal).

(c) Entire Agreement. This Agreement sets forth the entire agreement and understanding between the Company and me relating to the subject matter herein and merges all prior discussions between us. No modification or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective unless in writing signed by the party to be charged. Any subsequent change or changes in my duties, obligations, rights, or compensation will not affect the validity or scope of this Agreement.

(d) No Right of Continued Employment. I acknowledge and agree that nothing contained herein shall be construed as granting me any right to continued employment by the Company, and the right of the Company to terminate my employment at any time and for any reason, with or without cause, is specifically reserved.

(e) Successors and Assigns. This Agreement will be binding upon my heirs, executors, administrators, and other legal representatives and will be for the benefit of the Company, its successors, and its assigns. I expressly acknowledge and agree that this Agreement may be assigned by the Company without my consent to any other member of the Company Group as well as any purchaser of all or substantially all of the assets or stock of the Company or of any business or division of the Company for which I provide services, whether by purchase, merger, or other similar corporate transaction.

(f) Survival. The provisions of this Agreement shall survive the termination of my employment with the Company and/or the assignment of this Agreement by the Company to any successor in interest or other assignee.

* * *

[Signature to appear on the following page.]

I, Nicholas R. Balzo, have executed this Restrictive Covenant Agreement on the date set forth below:

Date: October 21, 2022 /s/ Nicholas R. Balzo

(Signature)

Nicholas R. Balzo

(Type/Print Name)

SCHEDULE A

RESTRICTIVE COVENANT AGREEMENT

Invention assignment notice

I am hereby notified that The Restrictive Covenant Agreement does not apply to any invention which qualifies fully for exclusion under the provisions of California Labor Code Sec. 2870, Illinois Employee Patent Act, 765 ILCS 1060, Sec. 2, Kansas Statute K.S.A. §44-130, Minn. Stat. §181.78, Revised Code of Washington Section 49.44.140(1) or any other state statute not listed below concerning employee non-assignability of inventions. The following is the text of each of the aforementioned statutes.

CALIFORNIA LABOR CODE SECTION 2870

(1) Relate at the time of conception or reduction to practice of the invention to the employer’s business, or actual or demonstrably anticipated research or development of the employer; or

(2) Result from any work performed by the employee for the employer.

ILLINOIS EMPLOYEE PATENT ACT, 765 ILLINOIS COMPILED STATUTES 1060

KANSAS STATUTE K.S.A. SECTION 44-130

(1) The invention relates to the business of the employer or to the employer’s actual or demonstrably anticipated research or development; or

(2) The invention results from any work performed by the employee for the employer.

(1) the invention relates directly to the business of the employer or to the employer’s actual or demonstrably anticipated research or development; or

(2) the invention results from any work performed by the employee for the employer.

MINNESOTA STATUTES SECTION 181.78

Subdivision. 2. Effect of subdivision 1. No employer shall require a provision made void and unenforceable by subdivision 1 as a condition of employment or continuing employment.

REVISED CODE OF WASHINGTON SECTION 49.44.140

(2) An employer shall not require a provision made void and unenforceable by subsection (1) of this section as a condition of employment or continuing employment.

research or development, or (b) the invention results from any work performed by the employee for the employer.

REVISED CODE OF WASHINGTON SECTION 49.44.150

EXHIBIT 10.7

RETENTION AWARD LETTER

TO: Nicholas Balzo

DATE: July 29, 2022

RE: Retention Award

We are pleased to inform you that you have been selected to receive the Retention Benefits (defined below) in connection with your employment with NRF Holdco, LLC or an affiliated entity (as applicable, the “Company”) and your services to NorthStar Healthcare Income, Inc. or any of its subsidiaries and affiliates (as applicable, “NHI”), subject to the terms and conditions described in this letter (this “Award Letter”). The purpose of this Award Letter, as well as your eligibility to receive the Retention Benefits described herein, is to induce you to continue to provide services to NHI for the duration of the Retention Period (defined below), even if (i) the Company ceases to provide advisory services to NHI or (ii) NHI is acquired by another entity during that time period. All amounts payable pursuant to this Award Letter shall be reduced by any federal, state, or local taxes required by law to be withheld with respect to any such payments.

AWARD TERMS

1.Definitions. For purposes of this Award Letter, unless the context requires otherwise, the following terms shall have the meanings indicated:

a.“Cause” means your (i) willful misconduct, insubordination, misappropriation, fraud, gross negligence, or material failure to perform your duties or obligations, in each case, with respect to the Company, NHI, the Successor Entity, or any of their respective subsidiaries and affiliates, as applicable; (ii) conviction of, or a plea of no contest to, any felony or misdemeanor involving theft or moral turpitude; or (iii) violation of any confidentiality, non-solicitation, non- competition, non-disparagement, or other restrictive covenants in any written agreement between you and the Company, NHI, or the Successor Entity, as applicable.

b.“Claim” means any claim, liability, or obligation of any nature arising out of or relating to this Award Letter or an alleged breach of this Award Letter.

c.“Closing Date” means the date on which a Successor Entity acquires all or substantially all of NHI’s assets or equity interests.

d.“COBRA” means the Consolidated Budget Reconciliation Act of 1985, as amended.

e.“Code” means the Internal Revenue Code of 1986, as amended.

f.“Qualifying Termination of Service” means a Termination of Service prior to the last day of the Retention Period (i) by the Company, NHI, or the Successor Entity (solely to the extent the Successor Entity has assumed this Award Letter), as applicable, without Cause; or (ii) in connection with the Transition or other event, as applicable, where (x) you were not offered employment with NHI or the Successor Entity (or one of their respective subsidiaries or affiliates), or (y) you were offered employment with NHI or the Successor Entity (or one of their respective subsidiaries or affiliates) but did not accept such offer because the terms and conditions of such employment, including, without limitation, your duties and responsibilities, base salary, and short and long-term incentive and equity compensation opportunities would be, in the aggregate, materially less than such terms and conditions of your employment as in effect on the Trigger Date. For the avoidance

of doubt, the end of your employment with the Company in connection with the Transition shall not be a Qualifying Termination of Service unless it meets the requirements of subsection (ii) above.

g.“Retention Benefits” means the Retention Bonus and the Severance Benefits, as applicable.

h.“Retention Period” means the period commencing on the date of this Award Letter and ending on June 30, 2023.

i.“Services Agreement” means that certain Advisory Agreement, dated as of June 30, 2014, by and among NHI, NorthStar Healthcare Income Operating Partnership, LP, CNI NSHC Advisors, LLC, DigitalBridge Group, Inc. (f/k/a Colony Capital, Inc.), and the Company, as amended on December 20, 2017, June 22, 2020, June 30, 2021, and February 28, 2022, and as it may be further amended subsequent to the date hereof.

j.“Severance Benefits” means the Severance Payment and the COBRA Subsidy, as applicable.

k.“Successor Entity” means an unrelated entity who acquires all or substantially all of NHI’s assets or equity interests, provided that such transaction constitutes a change in ownership or effective control under Section 409A of the Code.

l.“Termination of Service” means you cease to serve as an employee of the Company, NHI, or the Successor Entity, as applicable, and any of their respective subsidiaries or affiliates for any reason.

m.“Transition” means (i) the termination of the Services Agreement and (ii) the transition of your employment from the Company to NHI in connection with such termination of the Services Agreement.

n.“Trigger Date” means either (i) the date on which the Transition occurs or (ii) the date on which you are offered employment with a Successor Entity, in either case, if such date is after the date of this Award Letter and prior to the last day of the Retention Period.

2.Retention Bonus. Subject to the other terms and conditions of this Award Letter, including, without limitation, Paragraph 5 below, you are eligible to receive a lump-sum, cash payment equal to 20% of your current annual base salary (the “Retention Bonus”) payable as follows:

a.Continuous Employment for Retention Period. If you have not incurred a Termination of Service prior to the last day of the Retention Period, the Retention Bonus shall be paid to you within 30 days following the last day of the Retention Period.

b.Qualifying Termination of Service During Retention Period. If you incur a Qualifying Termination of Service prior to the last day of the Retention Period, the Retention Bonus shall be paid to you at the same time as the Severance Payment (defined below) is paid to you in accordance with Paragraph 3 below.

c.Any other Termination of Service During Retention Period. If you incur a Termination of Service other than a Qualifying Termination of Service prior to the last day of the Retention Period, your eligibility to receive the Retention Bonus shall be forfeited and of no further force or effect as of the date of such Termination of Service.

d.Award Letter Not Assumed by Successor Entity. If, during the Retention Period and prior to your Termination of Service, a Successor Entity does not agree to assume and continue this Award Letter, the Retention Bonus shall be paid to you within 30 days following the Closing Date.

3.Severance Benefits. Subject to the other terms and conditions of this Award Letter, including, without limitation, Paragraph 5 below, if you incur a Qualifying Termination of Service prior to the last day of the Retention Period, you are eligible to receive the following:

a.Default Severance Formula. If the Qualifying Termination of Service occurs after November 30, 2022, you are eligible to receive a lump-sum, cash payment equal to 50% of your current annual base salary, payable no later than 60 days following your Qualifying Termination of Service (the “Severance Payment”) and, provided you timely elect COBRA continuation coverage, an additional monthly payment equal to the full cost of such monthly COBRA premiums, payable on the last day of the first six calendar months (the “COBRA Period”) following the month in which your Qualifying Termination of Service occurs (the “COBRA Subsidy”).

b.Alternative Severance Formula. If the Qualifying Termination of Service occurs on or prior to November 30, 2022, then the Severance Payment shall instead be equal to an amount determined based on your years of service in accordance with the “Severance Formula” as defined in that certain retention letter agreement entered into with you dated June 17, 2021, and the COBRA Period shall instead be equal to one month per year of service, with such years of service rounded up or down to the nearest whole number of years of service. For example, if your date of hire was January 1, 2015 and the Qualifying Termination of Service occurs on July 1, 2022, then your COBRA Period would be equal to eight months (i.e., seven complete years of service, and more than six months of service in your eighth year of employment).

c.Early Termination of COBRA Subsidy. In the event you become eligible for group health coverage from another employer or entity during the COBRA Period, you shall immediately notify the Company (or, if applicable, NHI or the Successor Entity) of such eligibility, and no further payments of the COBRA Subsidy shall thereafter be due or payable to you.

In the event you have remained continuously employed by the Company, NHI, or the Successor Entity, as applicable, through the last day of the Retention Period, your employment shall thereafter continue in accordance with its customary terms and conditions.

4.Retention Benefits Payment Obligation. Prior to the Transition, the Company shall pay the Retention Benefits, to the extent earned; provided, however, that the full amount of the Retention Benefits shall be reimbursed by NHI to the Company pursuant to the terms of the Services Agreement. After the Transition, NHI shall be solely responsible for the payment of the Retention Benefits unless and until the Retention Benefits have either been paid in accordance with Paragraphs 2 and 3 or forfeited in accordance with Paragraph 6.

5.Release. The payment of any of the Retention Benefits is expressly conditioned upon your timely returning an irrevocable release of Claims in favor of the Company and NHI (or, if applicable, the Successor Entity); provided, however, that in the event the time period for you to deliver such a release spans two taxable years, payment of the applicable Retention Benefits shall not be paid to you until the second taxable year.

6.Forfeiture. Except as otherwise provided in Paragraphs 2 and 3 above, your eligibility for the Retention Benefits shall be forfeited upon your Termination of Service by the Company (or, if applicable, NHI or the Successor Entity) for Cause or by you for any reason prior to the last day of the Retention Period.

7.Section 409A. It is the intent of the parties that this Award Letter and the Retention Benefits provided hereunder be exempt from or otherwise compliant with Section 409A of the Code and any regulations or other authoritative guidance issued thereunder, and the Company (or, if applicable, NHI or the Successor Entity) shall interpret the terms and conditions of this Award Letter consistently with such intent. Notwithstanding the foregoing, nothing contained herein shall be construed as a representation or guarantee by the Company (or, if applicable, NHI or the Successor Entity) of the tax treatment of the Retention Benefits as provided herein, and you are hereby advised to consult with your own tax advisor regarding the tax consequences of this Award Letter and your eligibility to receive the Retention Benefits.

8.Interpretation. The Company (or, following the Transition, NHI) shall have full power and authority to interpret, construe, and administer this Award Letter, and the Company’s (or, following the Transition,

NHI’s) interpretations, construction, and administration thereof, and all actions hereunder, shall be final, binding, and conclusive on all persons for all purposes.

9.No Trust or Funding. The Retention Benefits potentially payable hereunder shall at all times be entirely unfunded, no provision shall at any time be made with respect to segregating assets of the Company or NHI for payment of any amounts hereunder, and neither you nor any other person shall have any interest in any particular assets of the Company or NHI (or any of their respective subsidiaries or affiliates) by reason of your eligibility to receive the Retention Benefits. To the extent you acquire the right to receive any payments pursuant to this Award Letter, any such rights shall be no greater than the rights of any general unsecured creditor of the Company or NHI.

10.Limitation on Rights. No Claim or entitlement to compensation or damages shall arise from forfeiture or termination of the Retention Benefits as provided for herein, and by counter-signing this Award Letter, you irrevocably release the Company and NHI from any such Claim that may arise.

11.Governing Law. This award shall be governed and construed in accordance with the laws of the State of Delaware, without giving effect to the principles of conflict of laws, and your sole remedy for any Claims shall be against the Company or NHI, and not against any subsidiary or affiliate of the Company or NHI, nor any existing or former member, manager, director, officer, or employee of the Company or NHI or any of their respective subsidiaries or affiliates.

12.Entire Agreement. This Award Letter constitutes the final and complete expression of agreement among the parties hereto with respect to the subject matter hereof and fully supersedes any and all prior agreements, understandings, or representations between the Company, NHI, and you pertaining to or concerning said subject matter. No oral statements nor prior written material not specifically incorporated into this Award Letter shall be of any force or effect, and no changes in or additions to this Award Letter shall be recognized unless incorporated into this Award Letter by written amendment signed by you, the Company, and NHI.

Please note that your receipt of this Award Letter and your eligibility to receive the Retention Benefits does not in any way alter, modify, or amend your employment relationship with the Company (or, following the Transition, NHI) except as otherwise provided herein, nor does it guarantee you the right to continue in the employ or service of the Company, NHI, the Successor Entity, or any of their respective subsidiaries or affiliates, as applicable. In addition, your eligibility for the Retention Benefits shall have no effect on your ability to participate in other incentive or employee benefit programs of the Company, NHI, or the Successor Entity, as applicable, subject to the terms and conditions of such programs.

We ask that you acknowledge your receipt of this Award Letter and your acceptance of the terms and conditions that apply to your eligibility to receive the Retention Benefits by signing and dating the Acknowledgement and Acceptance section below. If you have any questions or need additional information, please feel free to contact Paul Varisano at 646-832-9439.

Very truly yours,

NRF Holdco, LLC

/s/ Paul V. Varisano

Paul Varisano

Chief Financial Officer and Treasurer

NorthStar Healthcare Income, Inc.

/s/ Paul V. Varisano

Paul Varisano

Chief Financial Officer and Treasurer

ACKNOWLEDGEMENT AND ACCEPTANCE

I hereby acknowledge receipt of this Award Letter setting forth the terms and conditions governing the opportunity to receive the Retention Benefits. I have carefully read this Award Letter and hereby agree to and accept all of those terms and conditions, and further agree that my eligibility to any actual payments or benefits pursuant to this Award Letter shall be determined solely by the terms and conditions described in this Award Letter. I further acknowledge, agree, and represent that:

I have not relied on any communications, promises, statements, inducements, or representations, whether

oral or written, by the Company or NHI, any of their respective subsidiaries or affiliates, or any other

person in connection with this Award Letter;

I have relied on my own judgment in entering into this Award Letter; and

I release and covenant not to sue any person or entity other than the Company, NHI, or the Successor

Entity, as applicable, over any Claims.

Signature:/s/ Nicholas Balzo

Printed Name: Nicholas Balzo

Dated: July 29, 2022

EXHIBIT 99.1

NorthStar Healthcare REIT Internalizes Management

New York, Oct. 21, 2022 /PRNewswire/ – NorthStar Healthcare Income, Inc. (the “Company”) announced today that it and its external advisor, CNI NSHC Advisors, LLC (the “Advisor”), have entered into a definitive agreement (the “Termination Agreement”) to terminate the advisory agreement between the Company and the Advisor (the “Advisory Agreement”), effective as of October 21, 2022. As a result, the Company has internalized its management and operating functions. The Company has also executed a short-term transition services agreement with the Advisor to facilitate an orderly transition and seamless continuation of the Company’s operations.

Contemporaneously, the Company announced that Kendall Young has joined the Company as Chief Executive Officer, President and a member of the Board of Directors. Additionally, Nicholas R. Balzo, who was previously employed by the Advisor and served as the Advisor’s Chief Accounting Officer, has assumed the position of Chief Financial Officer.

This internalization transaction is the result of a strategic review process undertaken by the special committee of the Board of Directors, consisting exclusively of independent and disinterested directors of the Company (the “Special Committee”) to review the Company’s alternatives to strengthen its capital position and to best position the Company to maximize stockholder value. The Special Committee and the Company’s management team are confident that this internalization transaction will enhance the Company’s positioning and produce meaningful benefits for all stockholders, including:

•Cost Savings. The transition to a self-managed structure is expected to be accretive to earnings by reducing the Company’s general and administrative expenses by approximately $7 million in 2023.

•Management Expertise and Continuity. Kendall Young, a seasoned healthcare REIT executive with nearly 40 years of experience in real estate, including the past 12 years in senior housing, will lead the Company as its new CEO and President. Additionally, a group of former employees of the Advisor that have contributed substantially to the Company’s investment and portfolio management and operations, are now employees of the internalized Company, including Nicholas Balzo who has been appointed as the CFO of the Company.

•Dedicated Management Team. The internalized management team will be wholly focused on managing the Company’s investments and furthering the Company’s strategic objectives.

•Strengthened Alignment between Management, the Board of Directors and the Stockholders. The internalized structure will result in a more transparent and simplified organizational model, including a more efficient implementation of the Company’s strategy. This new structure will also more directly align the interests of the management team with those of the Company and all of its stockholders.

•Alignment of Compensation and Performance. The Company’s executive compensation programs in the internalized structure will be better aligned with the value returned to stockholders.

“After thoroughly and extensively evaluating various alternatives, the Special Committee believes that transforming NorthStar Healthcare to an internally managed structure best positions the Company to execute its strategy and to maximize value for its stockholders” said Andy Smith, Chairman of the Company’s Board of Directors. “I am also very pleased that Kendall has agreed to join NorthStar

Healthcare as its CEO and President and a member of the Board of Directors. I have had many opportunities to work closely with Kendall and I am confident that he brings strong leadership skills, deep industry knowledge and experience, and relationships that will serve NorthStar Healthcare well in the future. We are also fortunate to have Nicholas Balzo step into the CFO role, which will provide continuity for the Company at a senior level.”

“I am very pleased to have the opportunity to lead NorthStar Healthcare and am excited about joining the Company” said Kendall. “I have had the benefit of working closely with both the internalized team and the Special Committee over the past few months and am confident we are well-positioned to execute NorthStar Healthcare’s strategy and create stockholder value.”

Pursuant to the terms of the Termination Agreement, the Company will pay any unpaid management fees and reimbursable costs accrued in accordance with the advisory agreement to date, but will no longer pay any management fees to the Advisor for any future periods. The Company is not paying the Advisor a separate termination fee.

The internalization transaction was negotiated and unanimously approved by the Special Committee. CS Capital Advisors, LLC served as the financial advisor to the Special Committee, and Willkie Farr & Gallagher LLP and Alston & Bird served as its legal counsel. The Special Committee also engaged consulting firm B. Riley to assist in its evaluation of, and preparation for, the internalization of management.

Additional details regarding the internalization and related matters will be contained in a Current Report on Form 8-K to be filed by the Company with the U.S. Securities and Exchange Commission, as well as in an investor presentation that will be made available under “Investor Communications” in the “Investor Relations” section of the Company’s website.

About NorthStar Healthcare Income, Inc.

NorthStar Healthcare Income, Inc., together with its consolidated subsidiaries, was formed to acquire, originate and asset manage a diversified portfolio of equity, debt and securities investments in healthcare real estate, directly or through joint ventures, with a focus on the mid-acuity senior housing sector, which the Company defines as assisted living, memory care, skilled nursing, independent living facilities and continuing care retirement communities. The Company also invests in other healthcare property types, including medical office buildings, hospitals, rehabilitation facilities and ancillary healthcare services businesses. The Company’s investments are predominantly in the United States, but it also selectively makes international investments. The Company was formed in October 2010 as a Maryland corporation and commenced operations in February 2013. The Company elected to be taxed as a REIT under the Internal Revenue Code of 1986, as amended, commencing with the taxable year ended December 31, 2013. The Company conducts its operations so as to continue to qualify as a REIT for U.S. federal income tax purposes.

Cautionary Statement Regarding Forward-Looking Statements.

This press release may contain forward-looking statements within the meaning of the federal securities laws. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. In some cases, you can identify forward-looking statements by the use of forward-looking terminology such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” or “potential” or the negative of these words and phrases or similar words or phrases which are predictions of or indicate future events or trends and which do not relate solely to historical matters. Forward-looking statements involve known and unknown risks, uncertainties, assumptions and

contingencies, many of which are beyond we control, and may cause actual results to differ significantly from those expressed in any forward-looking statement. Among others, the following uncertainties and other factors could cause actual results to differ from those set forth in the forward-looking statements: the Company’s ability to successfully manage the transition to self-management and to retain its senior executives; operating costs and business disruption may be greater than expected; the ability to realize substantial efficiencies as well as anticipated strategic and financial benefits of the internalization; the operating performance of its investments, its financing needs, the effects of its current strategies and investment activities and its ability to effectively deploy capital.. The foregoing list of factors is not exhaustive. Additional information about these and other factors can be found in in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 as well as in the Company’s other filings with the Securities and Exchange Commission (the “SEC”).

The Company cautions investors not to unduly rely on any forward-looking statements. The forward-looking statements speak only as of the date of this press release. The Company is under no duty to update any of these forward-looking statements after the date of this press release, nor to conform prior statements to actual results or revised expectations, and the Company does not intend to do so.

References to “we”, “us”, “our” the “Company” or “NorthStar Healthcare” refer to NorthStar Healthcare Income, Inc. and its subsidiaries unless the context specifically requires otherwise.

Contacts

NorthStar Healthcare Income, Inc.

PO Box 219923

Kansas City, MO 64121-9923

P: (877) 940-8777

E: InvestorRelations@northstarhealthcarereit.com