0001564657-14-000043 Sample Contracts

ADVISORY AGREEMENT AMONG NORTHSTAR REAL ESTATE INCOME II, INC., NORTHSTAR REAL ESTATE INCOME OPERATING PARTNERSHIP II, LP, NSAM J-NSII LTD AND NORTHSTAR ASSET MANAGEMENT GROUP INC.
Advisory Agreement • July 1st, 2014 • NorthStar Real Estate Income II, Inc. • Real estate investment trusts • New York

THIS ADVISORY AGREEMENT (this “Agreement”), dated as of June 30, 2014, and effective as of the date that the Proposed Spin-off (as defined below) is completed (the “Effective Date”), is entered into by and among NorthStar Real Estate Income II, Inc., a Maryland corporation (the “Company”), NorthStar Real Estate Income Operating Partnership II, LP, a Delaware limited partnership (the “Operating Partnership”), NSAM J-NSII Ltd, an Isle of Jersey limited company (the “Advisor”) and, solely in connection with the obligations set forth in Section 13, NorthStar Asset Management Group Inc., a Delaware corporation (“NSAM”). Capitalized terms used herein shall have the meanings ascribed to them in Section 1 below.

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