NORTHSTAR REAL ESTATE INCOME TRUST, INC. Up to $1,100,000,000 in Shares of Common Stock, $0.01 par value per share DEALER MANAGER AGREEMENT April 30, 2010Dealer Manager Agreement • May 7th, 2010 • NorthStar Real Estate Income Trust, Inc. • Real estate investment trusts • New York
NorthStar Real Estate Income Trust, Inc., a Maryland corporation (the “Company”), has registered for public sale (the “Offering”) a maximum of $1,100,000,000 in shares of its common stock, $0.01 par value per share (the “Common Stock”), of which amount: (a) up to $1,000,000,000 in shares of Common Stock are being offered to the public pursuant to the Company’s primary offering (the “Primary Shares”); and (b) up to $100,000,000 in shares of Common Stock are being offered to stockholders of the Company pursuant to the Company’s distribution reinvestment plan (the “DRIP Shares” and, together with the Primary Shares, the “Offered Shares”). The Primary Shares are to be issued and sold to the public on a “best efforts” basis through you (the “Dealer Manager”) as the managing dealer and the broker-dealers participating in the Offering (the “Participating Dealers”) at a purchase price of $10.00 per share (subject in certain circumstances to discounts based upon the volume of shares purchased a
