ADVISORY AGREEMENT AMONG NORTHSTAR REAL ESTATE INCOME TRUST, INC., NORTHSTAR REAL ESTATE INCOME TRUST OPERATING PARTNERSHIP, LP, AND NS REAL ESTATE INCOME TRUST ADVISOR, LLCAdvisory Agreement • March 4th, 2009 • NorthStar Real Estate Income Trust, Inc. • 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”), and NS Real Estate Income Trust Advisor, LLC, a Delaware limited liability company (the “Advisor”). 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 4th, 2009 • NorthStar Real Estate Income Trust, Inc. • New York
DISTRIBUTION SUPPORT AGREEMENTDistribution Support Agreement • March 4th, 2009 • NorthStar Real Estate Income Trust, Inc. • New York
DISTRIBUTION SUPPORT AGREEMENT (the “Agreement”) dated , 2009, by and between NorthStar Realty Finance Corp. (“NRFC”) and NorthStar Real Estate Income Trust, Inc. (the “Company”).
