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 • March 17th, 2010 • NorthStar Real Estate Income Trust, Inc. • Real estate investment trusts • New York
THIS ADVISORY AGREEMENT (this “Agreement”), dated as of the 17th day of March, 2010, 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.
NORTHSTAR REAL ESTATE INCOME TRUST, INC. Up to $1,100,000,000 in Shares of Common Stock, $0.01 par value per share FORM OF DEALER MANAGER AGREEMENTParticipating Dealer Agreement • March 17th, 2010 • NorthStar Real Estate Income Trust, Inc. • Real estate investment trusts • New York
LIMITED PARTNERSHIP AGREEMENT OF NORTHSTAR REAL ESTATE INCOME TRUST OPERATING PARTNERSHIP LP A DELAWARE LIMITED PARTNERSHIP March 17, 2010Limited Partnership Agreement • March 17th, 2010 • NorthStar Real Estate Income Trust, Inc. • Real estate investment trusts • Delaware
This Limited Partnership Agreement is entered into this 17th day of March, 2010, between NorthStar Real Estate Income Trust Inc., a Maryland corporation (the “General Partner”), and the Limited Partners set forth on Exhibit A attached hereto. Capitalized terms used herein but not otherwise defined shall have the meanings given them in Article 1.
DISTRIBUTION SUPPORT AGREEMENTDistribution Support Agreement • March 17th, 2010 • NorthStar Real Estate Income Trust, Inc. • Real estate investment trusts • New York
DISTRIBUTION SUPPORT AGREEMENT (the “Agreement”) dated March 17, 2010, by and between NorthStar Realty Finance Corp. (“NRFC”) and NorthStar Real Estate Income Trust, Inc. (the “Company”).
