ADVISORY AGREEMENT AMONG NORTHSTAR REAL ESTATE INCOME II, INC., NORTHSTAR REAL ESTATE INCOME OPERATING PARTNERSHIP II, LP, NSAM J-NSII LTD AND NORTHSTAR ASSET MANAGEMENT GROUP INC.Advisory Agreement • July 1st, 2014 • NorthStar Asset Management Group Inc. • Real estate • New York
THIS ADVISORY AGREEMENT (this “Agreement”), dated as of June 30, 2014, and effective as of the date that the Proposed Spin-off (as defined below) is completed (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”), NSAM J-NSII Ltd, an Isle of Jersey limited company (the “Advisor”) and, solely in connection with the obligations set forth in Section 13, NorthStar Asset Management Group Inc., a Delaware corporation (“NSAM”). Capitalized terms used herein shall have the meanings ascribed to them in Section 1 below.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • July 1st, 2014 • NorthStar Asset Management Group Inc. • Real estate • New York
This Executive Employment Agreement (the “Agreement”) by and between Daniel R. Gilbert (“Executive”), NorthStar Asset Management Group, Ltd., a Jersey limited company (the “Company”) and NSAM Bermuda, Ltd. a wholly owned subsidiary of the Company, and, solely for purposes of Section 17, NorthStar Realty Finance Corp. (“NRF”), is dated June 30, 2014, and shall be effective upon the consummation of the contemplated spin-off of the Company from NRF (the “Effective Date”).
RECITALSAsset Management Agreement • July 1st, 2014 • NorthStar Asset Management Group Inc. • Real estate • New York
Asset Manager will allocate each Investment Opportunity to one or more of the NSAM Managers, including Asset Manager, for acquisition or origination by one or more Managed Entities, including NRF, and/or to one or more Affiliated Entities, for which Asset Manager determines, in its sole discretion, the Investment Opportunity is most suitable. When determining the entity for which an Investment Opportunity would be the most suitable, the factors that Asset Manager may consider include, without limitation, the following:
ContractCredit Agreement • July 1st, 2014 • NorthStar Asset Management Group Inc. • Real estate • New York
Dated as of June 30, 2014 NORTHSTAR ASSET MANAGEMENT GROUP INC., as Borrower and NORTHSTAR REALTY FINANCE CORP.as Lender CREDIT AGREEMENT
LOAN ORIGINATION SERVICES AGREEMENTLoan Origination Services Agreement • July 1st, 2014 • NorthStar Asset Management Group Inc. • Real estate • New York
LOAN ORIGINATION SERVICES AGREEMENT, dated as of June 30, 2014, by and between NSAM US LLC, a Delaware limited liability company (“NSAM”), and NorthStar Realty Finance Corp., a Maryland corporation (“NorthStar Realty”).
SEPARATION AGREEMENTSeparation Agreement • July 1st, 2014 • NorthStar Asset Management Group Inc. • Real estate • New York
EMPLOYEE MATTERS AGREEMENTEmployee Matters Agreement • July 1st, 2014 • NorthStar Asset Management Group Inc. • Real estate • New York
EMPLOYEE MATTERS AGREEMENT (the “Agreement”), dated as of June 30, 2014, by and between NorthStar Asset Management Group Inc., a Delaware corporation (“NSAM”), and NorthStar Realty Finance Corp., a Maryland corporation ( “NorthStar Realty” and, together with NSAM, each, a “Party” and collectively, the “Parties”).
TAX DISAFFILIATION AGREEMENTTax Disaffiliation Agreement • July 1st, 2014 • NorthStar Asset Management Group Inc. • Real estate • New York
TAX DISAFFILIATION AGREEMENT (this “Agreement”) entered into as of June 30, 2014, by and between NORTHSTAR ASSET MANAGEMENT GROUP INC., a Delaware corporation (“NSAM”), and NORTHSTAR REALTY FINANCE CORP., a Maryland corporation ( “NorthStar Realty”).
CONTRIBUTION AGREEMENTContribution Agreement • July 1st, 2014 • NorthStar Asset Management Group Inc. • Real estate • New York
CONTRIBUTION AGREEMENT (this “Agreement”), dated as of June 30, 2014, by and between NorthStar Asset Management Group Inc., a Delaware corporation (“NSAM”), and NRFC Sub-REIT Corp., a Maryland corporation (“Sub-REIT”).
