Item 1.01. Entry into a Material Definitive Agreement.



In connection with the Sponsor Transaction, effective as of February 28, 2022,
the board of directors (the "Board") of NorthStar Healthcare, including all of
its independent directors, approved the renewal of the advisory agreement (as
amended from time to time, the "Advisory Agreement"). The Advisory Agreement was
renewed for a one-year term commencing on February 28, 2022 upon terms identical
to those in effect through February 28, 2022, but for certain updates to remove
DigitalBridge and add NRF as the new sponsor for certain limited provisions (the
"Amendments").

In connection therewith, on February 28, 2022, NorthStar Healthcare, NorthStar
Healthcare Income Operating Partnership, LP (the "Operating Partnership"), the
Advisor, DigitalBridge and NRF entered into Amendment No. 4 to the Advisory
Agreement ("Amendment No. 4") to effect the Amendments. Pursuant to the Advisory
Agreement, the Advisor will continue to perform day-to-day operational and
administrative services for NorthStar Healthcare, including asset management
services, acquisition services, accounting services and stockholder services.

The foregoing description of the Advisory Agreement, as amended, does not
purport to be complete and is subject to, and qualified in its entirety by, the
Advisory Agreement filed as Exhibit 10.1 to NorthStar Healthcare's Current
Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC")
on July 1, 2014, Amendment No. 1 to the Advisory Agreement filed as Exhibit 10.1
to NorthStar Healthcare's Current Report on Form 8-K filed with the SEC on
December 26, 2017, Amendment No. 2 to the Advisory Agreement filed as Exhibit
10.1 to NorthStar Healthcare's Current Report on Form 8-K filed with the SEC on
June 23, 2020, Amendment No. 3 to the Advisory Agreement filed as Exhibit 10.1
to NorthStar Healthcare's Current Report on Form 8-K filed with the SEC on July
1, 2021 and Amendment No. 4 attached to this Current Report on Form 8-K as
Exhibit 10.1, which agreement as amended is incorporated by reference herein.

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

Resignation of a Director

On February 28, 2022, Richard S. Welch resigned as member of the Board and as Chairman of the Board. The decision by Mr. Welch was not a result of any disagreement with NorthStar Healthcare on any matter relating to NorthStar Healthcare's operations, policies or practices.



In addition, on February 28, 2022, the Board appointed T. Andrew Smith as the
Non-Executive Chairman of the Board and reduced the number of directors on the
Board.

Resignation and Appointment of Chief Financial Officer and Treasurer



On February 28, 2022, Neale W. Redington resigned as Chief Financial Officer and
Treasurer of NorthStar Healthcare. The decision by Mr. Redington was not a
result of any disagreement with NorthStar Healthcare on any matter relating to
NorthStar Healthcare's operations, policies or practices.

Following Mr. Redington's resignation, on February 28, 2022, the Board appointed
Paul V. Varisano as NorthStar Healthcare's Chief Financial Officer and
Treasurer. Mr Varisano, age 41, is also the Chief Financial Officer of NRF.
Prior to the Sponsor Transaction, Mr. Varisano was a Senior Vice President of
DigitalBridge, responsible for oversight of finance and accounting for
DigitalBridge's wellness infrastructure business since June 2019. Mr. Varisano
served in a similar capacity for DigitalBridge's hospitality business from June
2017 to June 2019, and served as Controller of NorthStar Asset Management
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Group, Inc. (DigitalBridge's predecessor) from September 2014 to January 2017,
concentrating on its publicly-traded investment management business and public
and non-public traded REITs, including NorthStar Healthcare. In addition, Mr.
Varisano served as Director of financial accounting and reporting at Icon
Capital, LLC from July 2012 to August 2014. Prior to that, Mr. Varisano was an
audit senior manager in the real estate and investment management practice of
Deloitte & Touche LLP. Mr. Varisano, a Certified Public Accountant (license
inactive), earned a Bachelor of Science in Business Administration from
Northeastern University.


Item 8.01. Other Events.

In addition, on February 28, 2022, NorthStar Healthcare's revolving line of credit from an affiliate of its sponsor, now NRF (the "Sponsor Line"), was amended to extend the maturity date to February 28, 2024. No amounts are currently outstanding under the Sponsor Line.

Item 9.01. Financial Statements and Exhibits.



(d) Exhibit.

Exhibit No.               Description
                            Amendment No. 4 to Advisory Agreement dated as of February 28, 2022 by
                          and among NorthStar Healthcare Income, Inc.,

NorthStar Healthcare Income


                          Operating Partnership, LP, CNI NSHC Advisors,

LLC, DigitalBridge Group,


  10.1                    Inc. and NRF Holdco, LLC
104                       Cover Page Interactive Data File (embedded within the Inline XBRL Document)


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