NORTHSTAR REAL ESTATE INCOME II, INC. Up to $1,650,000,000 in Shares of Common Stock, $0.01 par value per share AMENDED AND RESTATED DEALER MANAGER AGREEMENT October 16, 2015Dealer Manager Agreement • January 11th, 2016 • NorthStar Real Estate Income II, Inc. • Real estate investment trusts • New York
NorthStar Real Estate Income II, Inc., a Maryland corporation (the “Company”), has registered for public sale (the “Offering”) a maximum of $1,650,000,000 in shares of its common stock, $0.01 par value per share (the “Common Stock”). The Company proposes to offer (a) up to $1,500,000,000 in shares of Common Stock pursuant to the Company’s primary offering (the “Primary Shares”) in any combination of Class A and Class T shares of Common Stock (which are referred to herein individually as “Class A Shares” and “Class T Shares) and (b) up to $150,000,000 in any combination of Class A Shares and Class T Shares pursuant to the Company’s distribution reinvestment plan (the “DRIP Shares” and, together with the Primary Shares, the “Offered Shares”). The Offered Shares are to be issued and sold to the public on a “best efforts” basis through you (the “Dealer Manager”) as the managing dealer and the broker-dealers participating in the Offering. The Company has reserved the right to reallocate the
