0000950123-09-022697 Sample Contracts

FORM OF INDEMNIFICATION AGREEMENT
Indemnification Agreement • July 16th, 2009 • NorthStar Real Estate Income Trust, Inc. • Real estate investment trusts • Maryland

THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the _____ day of ________, 20___, by and between NorthStar Real Estate Income Trust, Inc., a Maryland corporation (the “Company”), and ____________ (“Indemnitee”).

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FORM OF ADVISORY AGREEMENT AMONG NORTHSTAR REAL ESTATE INCOME TRUST, INC., NORTHSTAR REAL ESTATE INCOME TRUST OPERATING PARTNERSHIP, LP, NS REAL ESTATE INCOME TRUST ADVISOR, LLC AND NORTHSTAR REALTY FINANCE CORP.
Advisory Agreement • July 16th, 2009 • NorthStar Real Estate Income Trust, Inc. • Real estate investment trusts • New York

THIS ADVISORY AGREEMENT (this “Agreement”), dated as of the day of , 2009, and effective as of the date that the Registration Statement (as defined below) is declared effective by the Securities and Exchange Commission (the “Effective Date”), is entered into by and among NorthStar Real Estate Income Trust, Inc., a Maryland corporation (the “Company”), NorthStar Real Estate Income Trust Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), NS Real Estate Income Trust Advisor, LLC, a Delaware limited liability company (the “Advisor”) and, solely in connection with the obligations set forth in Section 12.03, NorthStar Realty Finance Corp., a Maryland corporation (“NorthStar”). Capitalized terms used herein shall have the meanings ascribed to them in Section 1 below.

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