0001047469-11-007027 Sample Contracts

FORM OF AMENDED AND RESTATED INDEMNIFICATION AGREEMENT
Indemnification Agreement • August 5th, 2011 • Northstar Realty • Real estate investment trusts • Maryland

THIS AMENDED AND RESTATED INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the day of , 20 , by and between NorthStar Realty Finance Corp., a Maryland corporation (the “Company”), NRFC Sub-REIT Corp., a Maryland corporation (the “Sub-REIT”), and (“Indemnitee”).

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EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • August 5th, 2011 • Northstar Realty • Real estate investment trusts • New York

This Executive Employment Agreement (the “Agreement”) by and between Debra Hess (“Executive”) and NorthStar Realty Finance Corp. (the “Company”), is dated April 29, 2011.

FORM OF LTIP UNIT VESTING AGREEMENT UNDER THE NORTHSTAR REALTY FINANCE CORP.
Ltip Unit Vesting Agreement • August 5th, 2011 • Northstar Realty • Real estate investment trusts • New York

Pursuant to the NorthStar Realty Finance Corp. 2004 Omnibus Stock Incentive Plan (the “Plan”) as amended through the date hereof and the Amended and Restated Agreement of Limited Partnership of NorthStar Realty Finance Limited Partnership, as amended through the date hereof (the “Partnership Agreement”), of NorthStar Realty Finance Limited Partnership, a Delaware limited partnership (the “Partnership”), NorthStar Realty Finance Corp., a Maryland corporation and the general partner of the Partnership (the “Company”) hereby grants to the Grantee named above an Other Award (an “Award”) in the form of, and by causing the Partnership to issue to the Grantee named above, LTIP Units (as defined in the Partnership Agreement) having the rights, voting powers, restrictions, limitations as to distributions, qualifications and terms and conditions of redemption and conversion set forth herein and in the Partnership Agreement. If this LTIP Unit Vesting Agreement (this “Agreement”) is accepted prior

FORM OF LTIP UNIT VESTING AGREEMENT UNDER THE NORTHSTAR REALTY FINANCE CORP. 2004 OMNIBUS STOCK INCENTIVE PLAN
Ltip Unit Vesting Agreement • August 5th, 2011 • Northstar Realty • Real estate investment trusts • New York

Pursuant to the NorthStar Realty Finance Corp. 2004 Omnibus Stock Incentive Plan (the “Plan”) as amended through the date hereof and the Amended and Restated Agreement of Limited Partnership of NorthStar Realty Finance Limited Partnership, as amended through the date hereof (the “Partnership Agreement”), of NorthStar Realty Finance Limited Partnership, a Delaware limited partnership (the “Partnership”), NorthStar Realty Finance Corp., a Maryland corporation and the general partner of the Partnership (the “Company”) hereby grants to the Grantee named above an Other Award (an “Award”) in the form of, and by causing the Partnership to issue to the Grantee named above, LTIP Units (as defined in the Partnership Agreement) having the rights, voting powers, restrictions, limitations as to distributions, qualifications and terms and conditions of redemption and conversion set forth herein and in the Partnership Agreement. If this LTIP Unit Vesting Agreement (this “Agreement”) is accepted prior

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