FORM OF LIMITED PARTNERSHIP AGREEMENT OF NORTHSTAR REAL ESTATE INCOME OPERATING PARTNERSHIP II, LP A DELAWARE LIMITED PARTNERSHIPLimited Partnership Agreement • December 21st, 2012 • NorthStar Real Estate Income II, Inc. • Delaware
This Limited Partnership Agreement (“Limited Partnership Agreement”) is entered into this day of , 20 between NorthStar Real Estate Income II, 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.
FORM OF ADVISORY AGREEMENT AMONG NORTHSTAR REAL ESTATE INCOME II, INC., NORTHSTAR REAL ESTATE INCOME OPERATING PARTNERSHIP II, LP, NS REAL ESTATE INCOME ADVISOR II, LLC AND NORTHSTAR REALTY FINANCE CORP.Form of Advisory Agreement • December 21st, 2012 • NorthStar Real Estate Income II, Inc. • New York
THIS ADVISORY AGREEMENT (this “Agreement”), dated as of , 201 , 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 II, Inc., a Maryland corporation (the “Company”), NorthStar Real Estate Income Operating Partnership II, LP, a Delaware limited partnership (the “Operating Partnership”), NS Real Estate Income Advisor II, LLC, a Delaware limited liability company (the “Advisor”) and, solely in connection with the obligations set forth in Section 12.03 and Article 13, NorthStar Realty Finance Corp., a Maryland corporation (“NorthStar”). Capitalized terms used herein shall have the meanings ascribed to them in Section 1 below.
NORTHSTAR REAL ESTATE INCOME II, INC. FORM OF DISTRIBUTION SUPPORT AGREEMENTDistribution Support Agreement • December 21st, 2012 • NorthStar Real Estate Income II, Inc. • New York
DISTRIBUTION SUPPORT AGREEMENT (the “Agreement”) dated , 20 by and between NorthStar Realty Finance Corp. (“NRFC”) and NorthStar Real Estate Income II, Inc. (the “Company”).
NORTHSTAR REAL ESTATE INCOME II, INC. FORM OF ESCROW AGREEMENTForm of Escrow Agreement • December 21st, 2012 • NorthStar Real Estate Income II, Inc. • New York
NORTHSTAR REAL ESTATE INCOME II, INC. Up to $1,100,000,000 in Shares of Common Stock, $0.01 par value per share FORM OF DEALER MANAGER AGREEMENTDealer Agreement • December 21st, 2012 • NorthStar Real Estate Income II, Inc. • New York
NorthStar Real Estate Income II, Inc., a Maryland corporation (the “Company”), has registered for public sale (the “Offering”) a maximum of $1,100,000,000 in shares of its common stock, $0.01 par value per share (the “Common Stock”), of which amount: (a) up to $1,000,000,000 in shares of Common Stock are being offered to the public pursuant to the Company’s primary offering (the “Primary Shares”); and (b) up to $100,000,000 in shares of Common Stock are being offered to stockholders of the Company 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 “Participating Dealers”) at a purchase price of $10.00 per share for Primary Shares (subject in certain circumstances to discounts based upon the volume of sh
