0001646587-19-000035 Sample Contracts

EMPLOYEE TRANSITION AGREEMENT
Employee Transition Agreement • August 7th, 2019 • NorthStar Realty Europe Corp. • Real estate investment trusts • New York

This EMPLOYEE TRANSITION AGREEMENT (as amended, restated, updated or modified from time to time, this “Agreement”), dated as of April 23, 2019 is entered into by and among CNI NRE Advisors, LLC, a Delaware limited liability company (the “Asset Manager”), Colony Capital Operating Company LLC, a Delaware limited liability company (the “Asset Manager Parent”, and together with Asset Manager, the “Asset Manager Parties”), and NorthStar Realty Europe Corp., a Maryland corporation (the “Company” and together with the Asset Manager Parties, the “Parties”).

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AMENDMENT NO. 2 TO AMENDED AND RESTATED ASSET MANAGEMENT AGREEMENT
Asset Management Agreement • August 7th, 2019 • NorthStar Realty Europe Corp. • Real estate investment trusts

This Amendment No. 2 (this “Amendment”), dated as of April 23, 2019 hereby amends the Amended and Restated Asset Management Agreement dated as of November 9, 2017 (the “Asset Management Agreement”) by and between NorthStar Realty Europe Corp., a Maryland corporation (“NRE”), and CNI NRE Advisors, LLC, a Delaware limited liability company (the “Asset Manager”), as amended by Amendment No. 1 to the Asset Management Agreement, dated as of November 7, 2018. Each capitalized term used in this Amendment and not otherwise defined herein shall have the meaning ascribed to such term in the Asset Management Agreement.

TRANSITION AGREEMENT
Transition Agreement • August 7th, 2019 • NorthStar Realty Europe Corp. • Real estate investment trusts • New York

This TRANSITION AGREEMENT (as amended, restated, updated or modified from time to time, this “Agreement”), dated as of April 23, 2019 is entered into by and among CNI NRE Advisors, LLC, a Delaware limited liability company (the “Asset Manager”), Colony Capital Operating Company LLC, a Delaware limited liability company (the “Asset Manager Parent”, and together with Asset Manager, the “Asset Manager Parties”) and NorthStar Realty Europe Corp., a Maryland corporation (the “Company” and together with the Asset Manager Parties, the “Parties”).

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