NORTHSTAR REAL ESTATE INCOME II, INC. Up to $1,650,000,000 in Shares of Common Stock, $0.01 par value per share FORM OF AMENDED AND RESTATED DEALER MANAGER AGREEMENTDealer Manager Agreement • October 9th, 2015 • NorthStar Real Estate Income II, Inc. • Real estate investment trusts • New York
FORM OF AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF NORTHSTAR REAL ESTATE INCOME OPERATING PARTNERSHIP II, LP A DELAWARE LIMITED PARTNERSHIPLimited Partnership Agreement • October 9th, 2015 • NorthStar Real Estate Income II, Inc. • Real estate investment trusts • Delaware
NorthStar Real Estate Income Operating Partnership II, LP (the “Partnership”) hereby irrevocably elects to cause the number of LTIP Units held by the LTIP Holder set forth below to be converted into Limited Partnership Units in accordance with the terms of the Agreement of Limited Partnership of the Partnership, as amended.
NORTHSTAR REAL ESTATE INCOME II, INC. FORM OF SECOND AMENDED AND RESTATED DISTRIBUTION SUPPORT AGREEMENTDistribution Support Agreement • October 9th, 2015 • NorthStar Real Estate Income II, Inc. • Real estate investment trusts • New York
SECOND AMENDED AND RESTATED DISTRIBUTION SUPPORT AGREEMENT (the “Agreement”) dated October [__], 2015 by and between NorthStar Realty Finance Corp. (“NRFC”) and NorthStar Real Estate Income II, Inc. (the “Company”).
