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.


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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


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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
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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.
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