0001564657-15-000119 Sample Contracts

AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF NORTHSTAR REAL ESTATE INCOME OPERATING PARTNERSHIP II, LP A DELAWARE LIMITED PARTNERSHIP
Limited Partnership Agreement • November 12th, 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.

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NORTHSTAR REAL ESTATE INCOME II, INC. SECOND AMENDED AND RESTATED DISTRIBUTION SUPPORT AGREEMENT
Distribution Support Agreement • November 12th, 2015 • NorthStar Real Estate Income II, Inc. • Real estate investment trusts • New York

SECOND AMENDED AND RESTATED DISTRIBUTION SUPPORT AGREEMENT (the “Agreement”) dated October 16, 2015 by and between NorthStar Realty Finance Corp. (“NRFC”) and NorthStar Real Estate Income II, Inc. (the “Company”).

AMENDMENT TO SELECTED DEALER AGREEMENT
Selected Dealer Agreement • November 12th, 2015 • NorthStar Real Estate Income II, Inc. • Real estate investment trusts

This Amendment to the Selected Dealer Agreement, dated as of the 23rd day of October, 2015 (this “Amendment”), is made by and among each of NorthStar Real Estate Income II, Inc., a Maryland corporation (the “Company”), NorthStar Securities, LLC, a Delaware limited liability company (the “Dealer Manager”), NSAM J-NSII Ltd, a Jersey limited company (the “Advisor “), NorthStar Asset Management Group Inc., a Delaware corporation (the “Sponsor”), (collectively, the “Issuer Entities”) and Ameriprise Financial Services, Inc. (“Ameriprise”).

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