NORTHSTAR REAL ESTATE INCOME II, INC. FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • January 25th, 2013 • NorthStar Real Estate Income II, Inc. • Real estate investment trusts • Maryland
THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the day of , 201 , by and between NorthStar Real Estate Income II, Inc., a Maryland corporation (the “Company”), and (“Indemnitee”).
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 Real Estate Income II, Inc. • Real estate investment trusts • 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.
NORTHSTAR REAL ESTATE INCOME II, INC. Up to $200,000,000 in Shares of Common Stock, $0.01 par value per share FORM OF DEALER MANAGER AGREEMENTDealer Manager Agreement • April 28th, 2016 • NorthStar Real Estate Income II, Inc. • Real estate investment trusts • New York
AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF NORTHSTAR REAL ESTATE INCOME OPERATING PARTNERSHIP II, LP A DELAWARE LIMITED PARTNERSHIPLimited Partnership Agreement • November 12th, 2015 • NorthStar Real Estate Income II, Inc. • Real estate investment trusts • Delaware
NorthStar Real Estate Income Operating Partnership II, LP (the “Partnership”) hereby irrevocably elects to cause the number of LTIP Units held by the LTIP Holder set forth below to be converted into Limited Partnership Units in accordance with the terms of the Agreement of Limited Partnership of the Partnership, as amended.
UP TO $1,650,000,000 OF COMMON STOCK: SELECTED DEALER AGREEMENTSelected Dealer Agreement • February 26th, 2015 • NorthStar Real Estate Income II, Inc. • Real estate investment trusts • Jersey
Each of NorthStar Real Estate Income II, Inc., a Maryland corporation (the “Company”), NorthStar Realty Securities, LLC, a Delaware limited liability company (the “Dealer Manager”), NSAM J-NSII Ltd, a Jersey limited company (the “Advisor”), and NorthStar Asset Management Group Inc., a Delaware corporation (the “Sponsor”),hereby confirms its agreement with Ameriprise Financial Services, Inc., a Delaware corporation (“Ameriprise”), as follows:
NORTHSTAR REAL ESTATE INCOME II, INC. ESCROW AGREEMENTEscrow Agreement • May 2nd, 2013 • NorthStar Real Estate Income II, Inc. • Real estate investment trusts • New York
MASTER REPURCHASE AND SECURITIES CONTRACT AGREEMENT among MORGAN STANLEY BANK, N.A. as Buyer and MS LOAN NT-II, LLC as SellerMaster Repurchase and Securities Contract Agreement • June 11th, 2015 • NorthStar Real Estate Income II, Inc. • Real estate investment trusts • New York
This Master Repurchase and Securities Contract Agreement (this “Agreement”) is dated as of June 5, 2015 and is made by and among MORGAN STANLEY BANK, N.A., as buyer (“Buyer”) and MS LOAN NT-II, LLC, a Delaware limited liability company, as seller (“Seller”).
GUARANTY AGREEMENTGuaranty Agreement • June 11th, 2015 • NorthStar Real Estate Income II, Inc. • Real estate investment trusts • New York
THIS GUARANTY AGREEMENT, dated as of June 5, 2015 (as amended, restated, supplemented, or otherwise modified from time to time, this “Guaranty”), made by NORTHSTAR REAL ESTATE INCOME OPERATING PARTNERSHIP II, LP, a Delaware limited partnership (“Operating Partnership”) and NORTHSTAR REAL ESTATE INCOME II, INC., a Maryland corporation (“Parent Guarantor”, and together with Operating Partnership, individually, collectively, jointly and severally, as the context requires, “Guarantor”), in favor of MORGAN STANLEY BANK, N.A., a national banking association (together with its permitted successors and assigns, “Buyer”). Any capitalized term utilized herein shall have the meaning as specified in the Repurchase Agreement (as defined below), unless such term is otherwise specifically defined herein.
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 • March 22nd, 2013 • NorthStar Real Estate Income II, Inc. • Real estate investment trusts • 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.
MASTER REPURCHASE AGREEMENT Dated as of July 2, 2014 by and amongMaster Repurchase Agreement • July 9th, 2014 • NorthStar Real Estate Income II, Inc. • Real estate investment trusts • New York
THIS MASTER REPURCHASE AGREEMENT (this “Agreement”) is dated as of July 2, 2014, by and among DB LOAN NT-II, LLC, a Delaware limited liability company (“Master Seller”) and DEUTSCHE BANK AG, CAYMAN ISLANDS BRANCH, a branch of a foreign banking institution (“Buyer”).
LIMITED GUARANTYLimited Guaranty • July 9th, 2014 • NorthStar Real Estate Income II, Inc. • Real estate investment trusts
This LIMITED GUARANTY (the “Guaranty”) is made and entered into as of July 2, 2014, by NORTHSTAR REAL ESTATE INCOME II, INC., a Maryland corporation (“NS Income II”), and NORTHSTAR REAL ESTATE INCOME OPERATING PARTNERSHIP II, LP, a Delaware limited partnership, each having an address at c/o NorthStar Real Estate Income II, Inc., 399 Park Avenue, 18th Floor, New York, New York 10022 (individually and collectively, as the context may require “Guarantor”), for the benefit of DEUTSCHE BANK AG, CAYMAN ISLANDS BRANCH, a branch of a foreign banking institution, whose address is 60 Wall Street, 10th Floor, New York, New York 10005 (“Buyer”). This Guaranty is made with reference to the following facts:
LIMITED GUARANTYLimited Guaranty • October 16th, 2013 • NorthStar Real Estate Income II, Inc. • Real estate investment trusts • New York
THIS LIMITED GUARANTY (as amended, modified, waived, supplemented, extended, restated or replaced from time to time, this “Guaranty”) is made as of the 15th day of October, 2013, by NORTHSTAR REAL ESTATE INCOME II, INC., a Maryland corporation (together with its successors and permitted assigns and any other Person that becomes a guarantor under this Guaranty, “Guarantor”), for the benefit of CITIBANK, N.A., a national banking association, as buyer under the Repurchase Agreement (in such capacity, together with its successors and assigns, “Buyer”).
NORTHSTAR REAL ESTATE INCOME II, INC. AMENDED AND RESTATED DISTRIBUTION SUPPORT AGREEMENTDistribution Support Agreement • March 4th, 2015 • NorthStar Real Estate Income II, Inc. • Real estate investment trusts • New York
AMENDED AND RESTATED DISTRIBUTION SUPPORT AGREEMENT (the “Agreement”) dated March 4, 2015 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 • March 22nd, 2013 • NorthStar Real Estate Income II, Inc. • Real estate investment trusts • New York
NORTHSTAR REAL ESTATE INCOME II, INC. Up to $1,650,000,000 in Shares of Common Stock, $0.01 par value per share DEALER MANAGER AGREEMENT May 2, 2013Dealer Agreement • May 2nd, 2013 • 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”), of which amount: (a) up to $1,500,000,000 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 $150,000,000 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
AMENDED AND RESTATED MASTER COMBINATION AGREEMENT dated as of November 20, 2017 among COLONY CAPITAL OPERATING COMPANY, LLC, NRF RED REIT CORP., NORTHSTAR REAL ESTATE INCOME TRUST, INC., NORTHSTAR REAL ESTATE INCOME TRUST OPERATING PARTNERSHIP, LP,...Limited Liability Company Agreement • November 21st, 2017 • NorthStar Real Estate Income II, Inc. • Real estate investment trusts • Maryland
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CREDIT RE OPERATING COMPANY, LLC, a Delaware limited liability company (the “Company”), dated as of [ ], is entered into by and among (i) Colony NorthStar Credit Real Estate, Inc., a Maryland corporation (“CLNS Credit”), (ii) NRF RED REIT Corp., a Maryland corporation (“RED REIT”), and (iii) each other Person who at any time after the date hereof becomes a Member of the Company in accordance with the terms of this Agreement and the Act.
NORTHSTAR REAL ESTATE INCOME II, INC.Distribution Support Agreement • August 12th, 2016 • NorthStar Real Estate Income II, Inc. • Real estate investment trusts • New York
THIRD AMENDED AND RESTATED DISTRIBUTION SUPPORT AGREEMENT (the “Agreement”) dated April 25, 2016 by and between NorthStar Realty Finance Corp. (“NRFC”) and NorthStar Real Estate Income II, Inc. (the “Company”).
SECOND AMENDMENT TO MORTGAGE PARTICIPATION AGREEMENTMortgage Participation Agreement • December 17th, 2013 • NorthStar Real Estate Income II, Inc. • Real estate investment trusts
This SECOND AMENDMENT TO MORTGAGE PARTICIPATION AGREEMENT (the “Amendment”) is made as of December 13, 2013, by and between TRELLIS APARTMENTS-T, LLC, a Delaware limited liability company, having an office at 399 Park Avenue, 18th floor, New York, New York 10022, as initial holder of the Loan (as defined below) (in such capacity, together with its successors and assigns, the “Noteholder”), TRELLIS APARTMENTS-T, LLC, a Delaware limited liability company, having an office at 399 Park Avenue, 18th floor, New York, New York 10022, as initial holder of the Participation A‑1 Interest (as defined below) in such capacity, together with its successors and assigns, (the “Participation A‑1 Holder”) and TRELLIS APARTMENTS NT-II, LLC, a Delaware limited liability company, having an office at 399 Park Avenue, 18th floor, New York, New York 10022, as initial holder of the Participation A‑2 Interest (as defined below)(in such capacity, together with its successors and assigns, the “Participation A‑2 H
LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • July 24th, 2014 • NorthStar Real Estate Income II, Inc. • Real estate investment trusts • Delaware
LIMITED LIABILITY COMPANY AGREEMENT OF 205 DEMONBREUN REALTY HOLDING COMPANY LLC (the “Company”), dated as of July 18, 2014, by and among WMG REALTY HOLDING COMPANY LLC, a Delaware limited liability company (“Common Member”), and QARTH HOLDINGS NT-II, LLC, a Delaware limited liability company (“Preferred Member”), and such other persons as shall hereinafter become members as hereinafter provided (Common Member and Preferred Member, each a “Member” and, collectively, the “Members”).
THIRD AMENDMENT TO MORTGAGE PARTICIPATION AGREEMENTMortgage Participation Agreement • January 15th, 2014 • NorthStar Real Estate Income II, Inc. • Real estate investment trusts
This THIRD AMENDMENT TO MORTGAGE PARTICIPATION AGREEMENT (the “Amendment”) is made as of January 9, 2014, by and between TRELLIS APARTMENTS-T, LLC, a Delaware limited liability company, having an office at 399 Park Avenue, 18th floor, New York, New York 10022, as initial holder of the Loan (as defined below) (in such capacity, together with its successors and assigns, the “Noteholder”), TRELLIS APARTMENTS-T, LLC, a Delaware limited liability company, having an office at 399 Park Avenue, 18th floor, New York, New York 10022, as initial holder of the Participation A‑1 Interest (as defined below) in such capacity, together with its successors and assigns, (the “Participation A‑1 Holder”) and TRELLIS APARTMENTS NT-II, LLC, a Delaware limited liability company, having an office at 399 Park Avenue, 18th floor, New York, New York 10022, as initial holder of the Participation A‑2 Interest (as defined below)(in such capacity, together with its successors and assigns, the “Participation A‑2 Hold
PURCHASE AND SALE AGREEMENT dated July 24, 2015 by and between TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA SELLER and STEELWAVE BOTHELL OFFICE OWNER (WA), LLC PURCHASERPurchase and Sale Agreement • July 30th, 2015 • NorthStar Real Estate Income II, Inc. • Real estate investment trusts • New York
This Purchase and Sale Agreement (this “Agreement”) is dated and made as of the 24th day of July, 2015 (the “Effective Date”) by and between TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA, a New York corporation, with an office at 730 Third Avenue, New York, New York 10017 (“Seller”), and STEELWAVE BOTHELL OFFICE OWNER (WA), LLC, a Delaware limited liability company, with an office at 4000 East Third Avenue, Suite 600, Foster City, California 94404-4805 (“Purchaser”).
OMNIBUS AMENDMENTOmnibus Amendment • July 15th, 2016 • NorthStar Real Estate Income II, Inc. • Real estate investment trusts • New York
THIS OMNIBUS AMENDMENT (this “Amendment”), dated as of July 14, 2016, by and among MORGAN STANLEY BANK, N.A. (“Buyer”), MS LOAN NT-II, LLC (“Seller”) and NORTHSTAR REAL ESTATE INCOME OPERATING PARTNERSHIP II, LP and NORTHSTAR REAL ESTATE INCOME II, INC. (collectively, “Guarantor”), amends (i) that certain Master Repurchase and Securities Contract Agreement, dated June 5, 2015, by and between Buyer and Seller (as the same has been or may be further amended, modified and/or restated from time to time, the “Repurchase Agreement”) and (ii) the other Transaction Documents as provided herein.
FIRST AMENDMENT TO LETTER AGREEMENTLetter Agreement • November 13th, 2014 • NorthStar Real Estate Income II, Inc. • Real estate investment trusts • New York
FIRST AMENDMENT TO LETTER AGREEMENT, dated as of September 25, 2014 (this “Amendment”), by and among DB LOAN NT-II, LLC, a Delaware limited liability company (“Master Seller”), and DEUTSCHE BANK AG, CAYMAN ISLANDS BRANCH, a branch of a foreign banking institution (“Buyer”), and is agreed to and acknowledged by NORTHSTAR REAL ESTATE INCOME II, INC., a Maryland corporation, and NORTHSTAR REAL ESTATE INCOME OPERATING PARTNERSHIP II, LP, a Delaware limited partnership (collectively, “Guarantor”), and DB LOAN MEMBER NT-II, LLC, a Delaware limited liability company (“Member”). Capitalized terms used but not otherwise defined herein shall have the respective meanings given to them in the Repurchase Agreement (as hereinafter defined).
MASTER REPURCHASE AGREEMENT Dated as of October 15, 2013 between CB LOAN NT-II, LLC, as Seller, and CITIBANK, N.A., as BuyerMaster Repurchase Agreement • October 16th, 2013 • NorthStar Real Estate Income II, Inc. • Real estate investment trusts • New York
MASTER REPURCHASE AGREEMENT, dated as of October 15, 2013, by and among CB Loan NT-II, LLC, a Delaware limited liability company (“Seller”) and CITIBANK, N.A., a national banking association (“Buyer”).
SECOND AMENDMENT TO MASTER REPURCHASE AGREEMENTMaster Repurchase Agreement • October 17th, 2016 • NorthStar Real Estate Income II, Inc. • Real estate investment trusts • New York
SECOND AMENDMENT TO MASTER REPURCHASE AGREEMENT dated as of October 14, 2016 (this “Amendment”), by and among CB LOAN NT-II, LLC, a Delaware limited liability company (“Seller”), and CITIBANK, N.A., a national banking association (“Buyer”), and acknowledged and agreed to by NORTHSTAR REAL ESTATE INCOME II, INC., a Maryland corporation (“Guarantor”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the MRA (defined below).
TERMINATION OF MORTGAGE PARTICIPATION AGREEMENT (Trellis Apartments-T, LLC)Termination of Mortgage Participation Agreement • January 15th, 2014 • NorthStar Real Estate Income II, Inc. • Real estate investment trusts
This Termination of Mortgage Participation Agreement (this “Termination”), dated January 9, 2014 (the “Effective Date”), is by and between TRELLIS APARTMENTS-T, LLC, a Delaware limited liability company (“Participation A-1 Holder”) and TRELLIS APARTMENTS NT-II, LLC, a Delaware limited liability company (“Participation A-2 Holder”). Participation A-1 Holder and Participation A-2 Holder are hereinafter referred to a “Party” and collectively referred to as the “Parties.”
MORTGAGE PARTICIPATION AGREEMENTMortgage Participation Agreement • November 14th, 2013 • NorthStar Real Estate Income II, Inc. • Real estate investment trusts • New York
THIS MORTGAGE PARTICIPATION AGREEMENT (the “Agreement”) is made as of September 18, 2013, by and between TRELLIS APARTMENTS-T, LLC, a Delaware limited liability company, having an office at 399 Park Avenue, 18th floor, New York, New York 10022, as initial holder of the Loan (as defined below) (in such capacity, together with its successors and assigns, the “Noteholder”), TRELLIS APARTMENTS-T, LLC, a Delaware limited liability company, having an office at 399 Park Avenue, 18th floor, New York, New York 10022, as initial holder of the Participation A‑1 Interest (as defined below) in such capacity, together with its successors and assigns, (the “Participation A‑1 Holder”) and TRELLIS APARTMENTS NT-II, LLC, a Delaware limited liability company, having an office at 399 Park Avenue, 18th floor, New York, New York 10022, as initial holder of the Participation A‑2 Interest (as defined below)(in such capacity, together with its successors and assigns, the “Participation A‑2 Holder”).
AMENDMENT TO SELECTED DEALER AGREEMENTSelected Dealer Agreement • November 12th, 2015 • NorthStar Real Estate Income II, Inc. • Real estate investment trusts
This Amendment to the Selected Dealer Agreement, dated as of the 23rd day of October, 2015 (this “Amendment”), is made by and among each of NorthStar Real Estate Income II, Inc., a Maryland corporation (the “Company”), NorthStar Securities, LLC, a Delaware limited liability company (the “Dealer Manager”), NSAM J-NSII Ltd, a Jersey limited company (the “Advisor “), NorthStar Asset Management Group Inc., a Delaware corporation (the “Sponsor”), (collectively, the “Issuer Entities”) and Ameriprise Financial Services, Inc. (“Ameriprise”).
FIRST AMENDMENT TO THE LIMITED PARTNERSHIP AGREEMENT OF NORTHSTAR REAL ESTATE INCOME OPERATING PARTNERSHIP II, LPLimited Partnership Agreement • July 25th, 2014 • NorthStar Real Estate Income II, Inc. • Real estate investment trusts • Delaware
This First Amendment (this “Amendment”) is made to the Limited Partnership Agreement of NorthStar Real Estate Income Operating Partnership II, LP, dated as of May 2, 2013 (the “Agreement”), and shall be effective as of June 30, 2014 (the “Effective Date”). All capitalized terms used but not defined herein shall have the respective meanings assigned to them in the Agreement.
SHARE PURCHASE AGREEMENTShare Purchase Agreement • July 17th, 2015 • NorthStar Real Estate Income II, Inc. • Real estate investment trusts • New York
SHARE PURCHASE AGREEMENT, dated as of April 13, 2015 (this “Agreement”) by and among Mid-South Industrial, LP, a Delaware limited partnership (the “Seller”), Mid-South Industrial REIT I, a Maryland statutory trust (the “Company”), Mid-South Industrial Holdings NT-II, LLC, a Delaware limited liability company (the “Buyer”), and Commonwealth Land Title Insurance Company, as escrow agent (the “Escrow Agent”).
MEMBERSHIP INTEREST AND NOTE SALE-PURCHASE AGREEMENTMembership Interest and Note Sale-Purchase Agreement • August 25th, 2016 • NorthStar Real Estate Income II, Inc. • Real estate investment trusts • Delaware
THIS MEMBERSHIP INTEREST AND NOTE SALE-PURCHASE AGREEMENT (this “Agreement”), dated August 3, 2016 (the “Effective Date”), is by and among NORTHSTAR REALTY FINANCE LIMITED PARTNERSHIP, a Delaware limited partnership (“Seller”) and NORTHSTAR REAL ESTATE INCOME OPERATING PARTNERSHIP II, LP, a Delaware limited partnership (“Purchaser”).
