0001273801-14-000018 Sample Contracts

Contract
Asset Management Agreement • July 1st, 2014 • Northstar Realty Finance Corp. • Real estate investment trusts • New York

ASSET MANAGEMENT AGREEMENT (the “Agreement”), dated as of June 30, 2014, is entered into by and between NORTHSTAR REALTY FINANCE CORP., a Maryland corporation (“NRF”), and NSAM J-NRF LTD, a Jersey limited company (“Asset Manager”). Each capitalized term used in this Agreement shall have the meaning ascribed to such term in Schedule A.

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FIRST SUPPLEMENTAL INDENTURE
First Supplemental Indenture • July 1st, 2014 • Northstar Realty Finance Corp. • Real estate investment trusts • New York

THIS FIRST SUPPLEMENTAL INDENTURE dated as of June 30, 2014 (this “First Supplemental Indenture”) is by and among NorthStar Realty Finance Corp., a Maryland Corporation (the “Intermediate Successor Company”), NRFC Sub-REIT Corp., also a Maryland corporation (the “Successor Company”) and Wilmington Trust Company, as Trustee under the Indenture referred to below.

Contract
Credit Agreement • July 1st, 2014 • Northstar Realty Finance Corp. • Real estate investment trusts • New York

Dated as of June 30, 2014 NORTHSTAR ASSET MANAGEMENT GROUP INC., as Borrower and NORTHSTAR REALTY FINANCE CORP.as Lender CREDIT AGREEMENT

LOAN ORIGINATION SERVICES AGREEMENT
Loan Origination Services Agreement • July 1st, 2014 • Northstar Realty Finance Corp. • Real estate investment trusts • New York

LOAN ORIGINATION SERVICES AGREEMENT, dated as of June 30, 2014, by and between NSAM US LLC, a Delaware limited liability company (“NSAM”), and NorthStar Realty Finance Corp., a Maryland corporation (“NorthStar Realty”).

SEPARATION AGREEMENT
Separation Agreement • July 1st, 2014 • Northstar Realty Finance Corp. • Real estate investment trusts • New York

SEPARATION AGREEMENT, dated as of June 30, 2014, by and between NorthStar Asset Management Group Inc., a Delaware corporation (“NSAM”), and NorthStar Realty Finance Corp., a Maryland corporation (together with its permitted successors and assigns, including as contemplated by the Restructuring Transactions defined below, “NorthStar Realty”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.

FIRST SUPPLEMENTAL INDENTURE
First Supplemental Indenture • July 1st, 2014 • Northstar Realty Finance Corp. • Real estate investment trusts • New York

THIS FIRST SUPPLEMENTAL INDENTURE dated as of June 30, 2014 (this “First Supplemental Indenture”) is by and among NorthStar Realty Finance Corp., a Maryland Corporation (the “Intermediate Successor Company”), NRFC Sub-REIT Corp., also a Maryland corporation (the “Successor Company”) and The Bank of New York Mellon Trust Company, N.A., as Trustee under the Indenture referred to below.

EMPLOYEE MATTERS AGREEMENT
Employee Matters Agreement • July 1st, 2014 • Northstar Realty Finance Corp. • Real estate investment trusts • New York

EMPLOYEE MATTERS AGREEMENT (the “Agreement”), dated as of June 30, 2014, by and between NorthStar Asset Management Group Inc., a Delaware corporation (“NSAM”), and NorthStar Realty Finance Corp., a Maryland corporation ( “NorthStar Realty” and, together with NSAM, each, a “Party” and collectively, the “Parties”).

TAX DISAFFILIATION AGREEMENT
Tax Disaffiliation Agreement • July 1st, 2014 • Northstar Realty Finance Corp. • Real estate investment trusts • New York

TAX DISAFFILIATION AGREEMENT (this “Agreement”) entered into as of June 30, 2014, by and between NORTHSTAR ASSET MANAGEMENT GROUP INC., a Delaware corporation (“NSAM”), and NORTHSTAR REALTY FINANCE CORP., a Maryland corporation ( “NorthStar Realty”).

CONTRIBUTION AGREEMENT
Contribution Agreement • July 1st, 2014 • Northstar Realty Finance Corp. • Real estate investment trusts • New York

CONTRIBUTION AGREEMENT (this “Agreement”), dated as of June 30, 2014, by and between NorthStar Asset Management Group Inc., a Delaware corporation (“NSAM”), and NRFC Sub-REIT Corp., a Maryland corporation (“Sub-REIT”).

FIRST SUPPLEMENTAL INDENTURE
First Supplemental Indenture • July 1st, 2014 • Northstar Realty Finance Corp. • Real estate investment trusts • New York

THIS FIRST SUPPLEMENTAL INDENTURE, dated as of June 30, 2014 (this “Supplemental Indenture”), by and among NorthStar Realty Finance Corp. (formerly known as NRFC Sub-REIT Corp.), a Maryland corporation (the “Successor”), and Wilmington Trust, National Association, a national banking association, as Trustee (the “Trustee”), under the Indenture referred to below.

FIRST SUPPLEMENTAL INDENTURE
First Supplemental Indenture • July 1st, 2014 • Northstar Realty Finance Corp. • Real estate investment trusts • New York

THIS FIRST SUPPLEMENTAL INDENTURE dated as of June 30, 2014 (this “First Supplemental Indenture”) is by and among NorthStar Realty Finance Corp., a Maryland Corporation (the “Intermediate Successor Company”), NRFC Sub-REIT Corp., also a Maryland corporation (the “Successor Company”) and Wilmington Trust, National Association, a national banking association, as Trustee under the Indenture referred to below.

AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • July 1st, 2014 • Northstar Realty Finance Corp. • Real estate investment trusts • Maryland

AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of June 30, 2014, between NorthStar Realty Finance Corp., a Maryland corporation (“NRF”), and NorthStar Realty Finance Limited Partnership, a Delaware limited partnership (“NRFLP”);

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