ADVISORY AGREEMENT AMONG NORTHSTAR REAL ESTATE INCOME TRUST, INC., NORTHSTAR REAL ESTATE INCOME TRUST OPERATING PARTNERSHIP, LP, AND NS REAL ESTATE INCOME TRUST ADVISOR, LLCAdvisory Agreement • April 20th, 2009 • NorthStar Real Estate Income Trust, Inc. • Real estate investment trusts • New York
THIS ADVISORY AGREEMENT (this “Agreement”), dated as of the day of , 2009, and effective as of the date that the Registration Statement (as defined below) is declared effective by the Securities and Exchange Commission (the “Effective Date”), is entered into by and among NorthStar Real Estate Income Trust, Inc., a Maryland corporation (the “Company”), NorthStar Real Estate Income Trust Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), and NS Real Estate Income Trust Advisor, LLC, a Delaware limited liability company (the “Advisor”). Capitalized terms used herein shall have the meanings ascribed to them in Section 1 below.
NORTHSTAR REAL ESTATE INCOME TRUST, INC. Up to $1,100,000,000 in Shares of Common Stock, $0.01 par value per share FORM OF DEALER MANAGER AGREEMENTParticipating Dealer Agreement • April 20th, 2009 • NorthStar Real Estate Income Trust, Inc. • Real estate investment trusts • New York
LIMITED PARTNERSHIP AGREEMENT OF NORTHSTAR REAL ESTATE INCOME TRUST OPERATING PARTNERSHIP LP A DELAWARE LIMITED PARTNERSHIPLimited Partnership Agreement • April 20th, 2009 • NorthStar Real Estate Income Trust, Inc. • Real estate investment trusts • Delaware
This Limited Partnership Agreement is entered into this ______ day of ___, 2009, between NorthStar Real Estate Income Trust Inc., a Maryland corporation (the “General Partner”), and the Limited Partners set forth on Exhibit A attached hereto. Capitalized terms used herein but not otherwise defined shall have the meanings given them in Article 1.
