NorthStar Real Estate Income II, Inc. Sample Contracts

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”).

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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.

Dealer Manager Agreement • April 28th, 2016 • NorthStar Real Estate Income II, Inc. • Real estate investment trusts • New York

Limited 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.

Selected 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:

Escrow Agreement • May 2nd, 2013 • NorthStar Real Estate Income II, Inc. • Real estate investment trusts • New York

Master 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 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 • 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 • 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 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 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”).

Distribution 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”).

Form of Escrow Agreement • March 22nd, 2013 • NorthStar Real Estate Income II, Inc. • Real estate investment trusts • New York

Dealer 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

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.

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”).

Mortgage 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 Agreement • July 24th, 2014 • NorthStar Real Estate Income II, Inc. • Real estate investment trusts • Delaware