Exhibit 10.1

ASSET MANAGEMENT AGREEMENT (the “ Agreement ”), dated as of June 30, 2014, is entered into by and between NORTHSTAR REALTY FINANCE CORP., a Maryland corporation (“ NRF ”), and NSAM J-NRF LTD, a Jersey limited company (“ Asset Manager ”). Each capitalized term used in this Agreement shall have the meaning ascribed to such term in Schedule A .

RECITALS

WHEREAS, NRF has announced a spin-off of its asset management business and, immediately upon the distribution effectuating the spin-off, desires to retain Asset Manager as its exclusive provider of services on the terms and conditions hereinafter set forth, and Asset Manager wishes to be retained to provide such services.

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereby agree as follows:

1. Duties of Asset Manager .

(a)      NRF hereby appoints Asset Manager as of the Effective Time to act as its asset manager and attorney-in-fact under the terms of this Agreement. Asset Manager shall provide, either directly or through its Affiliates (“ Affiliated Entities ”), acquisition, disposition, financing, portfolio management, property management, construction, development, stockholder services, communication, offering, corporate governance, overhead and other administrative services, such as accounting and investor relations, to NRF and its subsidiaries and other similar services as may be agreed to from time to time by the parties in writing (the services to be provided, collectively referred to as the “ Services ”), including those described on Exhibit A annexed hereto, subject to, in all cases and in every respect, the supervision and management of the board of directors of NRF (the “ Board of Directors ”) for the period and upon the terms herein set forth, and, without limitation, in accordance with (i) the investment objectives, policies and restrictions from time to time set forth by the Board of Directors and (ii) all applicable federal, state and local laws, rules and regulations. Notwithstanding the foregoing, Asset Manager acknowledges and agrees that NRF will operate its loan origination business for Debt Assets (“ Debt Origination Business ”) independently of Asset Manager, except and to the extent set forth in the services agreement relating to NRF’s Debt Origination Business entered into between NRF and Asset Manager on or around the date hereof. Asset Manager shall perform the Services during the term and subject to the provisions of this Agreement, either directly or by engaging Affiliated Entities, including but not limited to United States-based Affiliates and third parties. Notwithstanding anything to the contrary contained herein, Asset Manager may not delegate to an unaffiliated third party the responsibility for providing acquisition, disposition, asset management or financing services, without the prior consent of NRF, which consent shall not be unreasonably withheld, conditioned or delayed. Asset Manager shall be responsible for overseeing the Services which it is permitted to delegate hereunder. The parties understand and agree that it is anticipated that NRF may continue to enter into joint venture and partnership arrangements with third parties pursuant to which the joint

venturer or partner would perform various Services to NRF or the joint venture or partnership and receive certain fees in connection therewith, with any such arrangements being approved by NRF in accordance herewith and consented to by NSAM, in NSAM’s sole discretion.

(b)      Asset Manager hereby accepts such appointment and agrees, during the term hereof, to render the Services described herein for the compensation provided herein.

(c)      Asset Manager shall for all purposes herein be deemed to be an independent contractor and, except as expressly authorized herein or expressly provided for in investment guidelines approved by the Board of Directors or otherwise approved by the Board of Directors, Asset Manager shall have no authority to act for or represent NRF or any subsidiary in any way or otherwise be deemed an agent of NRF or any subsidiary.

(d)      Asset Manager shall keep and preserve for the period required by NRF (unless otherwise required or appropriate under applicable law, rule or regulation) any books and records relevant to the provision of its Services to NRF; shall maintain all books and records with respect to NRF’s and any subsidiary’s transactions; and shall render to NRF such periodic and special reports as NRF may reasonably request. Asset Manager agrees that all records that it maintains for NRF and any subsidiary are the property of NRF and/or such subsidiary and will surrender promptly to NRF any such records upon NRF’s request, provided that Asset Manager may retain a copy of such records.

2.      Devotion of Time; Additional Activities .

(a)      Asset Manager and its Affiliated Entities may in their sole discretion contract with or be engaged by other parties to provide the same or substantially similar services as set forth herein without notice to or consent of NRF.

(b)      Asset Manager and its Affiliated Entities will provide NRF with appropriate personnel and will provide NRF with executive management team members upon request. Neither Asset Manager nor any of its Affiliated Entities is obligated to dedicate any of its personnel exclusively to NRF, nor is Asset Manager or any of its Affiliated Entities or any of their personnel obligated to dedicate any specific portion of its or their time to NRF.

3.      Payment and Reimbursement of Costs and Expenses .

(a)     In addition to the compensation paid to Asset Manager pursuant to Section 4 below, NRF shall pay for all of its own direct and indirect costs and expenses. Without limiting the foregoing, NRF shall pay or, if applicable, reimburse Asset Manager or its Affiliated Entities, and retain all responsibility for costs and expenses relating to NRF or any of its subsidiaries (even if paid or incurred by Asset Manager or its Affiliated Entities) including, among other things:

(i)    organization and corporate governance;

(ii)     fees, costs and expenses paid to third party vendors whose services it is customary for asset managers to retain, including lawyers, accountants, brokers, investment bankers, transfer agents, administrators, custodians and other consultants, advisors and agents;

(iii)    fees, and direct and indirect costs and expenses of its officers, employees and directors as well as of its partners and joint venturers, if and as applicable;

(iv)     fees, costs and expenses paid to third parties to which Asset Manager and the Affiliated Entities are permitted to delegate their responsibilities for certain Services hereunder or under the Affiliated Agreements, as the case may be, provided that such fees, costs and expenses are reasonable and customary;

(v)    offerings of equity or other securities;

(vi)     federal, state and foreign registration fees;

(vii)    costs and expenses of registering, selling and listing the capital stock or other securities on any securities exchange;

(viii)    federal, state, local and foreign taxes;

(ix)    costs and expenses of preparing and filing reports or other documents required by the SEC or any other regulator or any other cost and expense of compliance with federal, state or foreign securities laws, or any other applicable law, rule or regulation;

(x)    costs and expenses of any reports, proxy statements or other communications to stockholders, including printing costs and expenses;

(xi)    insurance premiums;

(xii)    costs and expenses of administration, including printing, mailing, telephone, copying, secretarial and other staff, auditors and outside legal costs and expenses; and

(xiii)    all other costs and expenses incurred by NRF in connection with administering and operating the business of NRF or any of its subsidiaries.

(b)    In addition to the above NRF costs and expenses, NRF shall, in Asset Manager’s discretion, reimburse Asset Manager on a quarterly basis for additional costs and expenses incurred by Asset Manager or its Affiliated Entities related to its or their asset management business during such period for an amount (to the extent such amount is above zero dollars) not to exceed the following: (i) 20% of the combined total amount of: (a) NRF’s general and administrative expenses as reported for the calendar quarter on its consolidated financial statements prepared in accordance with U.S. GAAP excluding (1)

equity-based compensation expenses, (2) non-recurring expenses, (3) compensation payable pursuant to Section 4 or any cash paid in settlement of securities pursuant to Section 3(c)(i) below in the event NRF common stock is not available for issuance under NRF’s equity compensation plan and (4) any allocation of expenses from NSAM (“ NRF G&A ”) ; and (b) Asset Manager’s and its Affiliated Entities’ general and administrative expenses as reported for the calendar quarter on its consolidated financial statements prepared in accordance with U.S. GAAP, excluding equity-based compensation expenses and adding back any such expenses that are allocated to any other company, fund or vehicle managed by the NSAM Managers; less (ii) the NRF G&A.  In addition, NRF shall pay or, if applicable, reimburse Asset Manager or its Affiliated Entities, and retain all responsibility for all other NRF costs and expenses that are not included in general and administrative expenses as reported on the consolidated financial statements of NRF.

(c)    In addition, NRF shall pay or directly reimburse Asset Manager for:

(i)      50% (or such lesser percentage that the Compensation Committee of the Board of Directors (the “ NSAM Compensation Committee ”) of Asset Manager’s parent, NorthStar Asset Management Group Inc. (“ NSAM ”) determines, in its discretion, to be allocable to Services performed by the executives, employees, service providers and staff of Asset Manager (including executives of NSAM), determined by the NSAM Compensation Committee on an individual-by-individual and award-by-award basis) of any long-term bonus or other compensation that the NSAM Compensation Committee determines shall be paid and/or settled in the form of equity and/or equity-based compensation (i.e., phantom equity or restricted stock units (“ RSUs ”)) (such portion of such equity compensation granted by NRF, the “ NRF Equity Compensation ”) to executives, employees, service providers and staff of Asset Manager in connection with the performance of Services hereunder. The NRF Equity Compensation may, at the discretion of the NSAM Compensation Committee be granted in shares of NRF restricted stock, RSUs, long-term incentive plan (“ LTIP ”) units or other applicable form of equity or other stock-based award, provided that if at any time, a sufficient number of shares of NRF common stock are not available for issuance under NRF’s equity compensation plan (as in effect from time-to-time), the NRF Equity Compensation shall be paid in the form of RSUs, LTIP units or such other securities that may be settled by NRF in cash. The NRF Equity Compensation shall be valued on the same basis as the NSAM Compensation Committee has determined to value the corresponding equity compensation of Asset Manager (or NSAM or its other subsidiaries) awarded to its executives, employees, service providers and staff, and shall provide for such terms and conditions as specified by the NSAM Compensation Committee; and

(ii)      such portion of any severance paid by Asset Manager or NSAM or its other subsidiaries pursuant to the terms of any employment, consulting or similar service agreement(s) in effect between such party on the one hand, and any executive, employee or other service provider of Asset Manager (including executives of NSAM) on the other hand, including, without limitation, the Executive Employment

Agreement by and between NSAM and each of David T. Hamamoto, Albert Tylis, Daniel R. Gilbert, Debra A. Hess and Ronald J. Lieberman (each, a “ Service Agreement ”) that corresponds to or is attributable to (A) the NRF Equity Compensation, (B) any cash and/or equity compensation paid directly by NRF or its subsidiaries to any such individual as an employee or other service provider of NRF and (C) any amounts paid to any such individual by Asset Manager or NSAM or its other subsidiaries that NRF is obligated to reimburse Asset Manager pursuant to this Agreement; provided that the terms of such Service Agreement related to such severance payments apply in the same manner to compensation described in clauses (A) to (C) above as they do to other similar types of compensation payable by Asset Manager or NSAM or its other subsidiaries.

(d)    In the event (i) there is a change of control at NSAM that results in the acceleration of the vesting of performance-based NRF equity awards granted in accordance with Section 3(c)(i) above (“ NRF Accelerated Performance Awards ”), (ii) the NRF Accelerated Performance Awards were awarded for the 2015 compensation plan year or thereafter, and (iii) the NRF Accelerated Performance Awards are not reflected in NRF’s Weighted Average Shares outstanding immediately prior to such change of control, Asset Manager or its Affiliates shall be obligated to pay NRF, within 30 days of the happening of the event constituting the change of control and vesting of the NRF Accelerated Performance Awards, an amount in cash equal to the fair market value of the NRF Accelerated Performance Awards at the time of the change of control.

(e)    Costs and expenses incurred or paid by Asset Manager or its Affiliated Entities on behalf of NRF and/or any of its subsidiaries reimbursable pursuant to this Section 3 shall be reimbursed in cash no less than quarterly to Asset Manager. Asset Manager shall prepare a statement documenting the relevant costs and expenses no less than quarterly and shall deliver such statement to NRF within thirty (30) days after the end of each applicable month or quarter, or as soon as practical, as Asset Manager may determine. The NRF Equity Compensation shall be paid or issued (as applicable) directly to the applicable executive, employee or other service provider of Asset Manager, as designated by the NSAM Compensation Committee in its discretion. The portion of any severance reimbursable pursuant to this Section 3 shall be directly payable by NRF when due provided notice of such payment obligation has been provided.

4.      Compensation of Asset Manager .

(a)      NRF agrees to pay, and Asset Manager agrees to accept, the following fees as compensation for the Services provided by Asset Manager hereunder:

(i)    an annual base management fee, calculated and payable quarterly in arrears in cash, equal to the sum of:

(A)      One hundred million dollars ($100,000,000.00);

(B)      an additional annual base management fee calculated and payable quarterly in arrears in cash, equal to the greater of: (a) an annual fee of ten million dollars ($10,000,000.00); or (b) for the applicable quarter, the portion of distributable cash flow from NRF’s (or its subsidiaries’) equity interest related to the RXR Asset Management Fee business. The percentage of NRF distributable cash flow related to the RXR Asset Management Fee business will be calculated as a percentage of the gross RXR Asset Management Fees over the total revenue (net of all investment related costs and expenses excluding non-cash and corporate level costs and expenses) generated by RXR Realty LLC (together with its Affiliates, successors and assigns) for the applicable period;

(C)      an additional annual base management fee calculated and payable quarterly in arrears in cash, equal to the greater of: (a) an annual fee of ten million dollars ($10,000,000.00); or (b) for the applicable quarter, the portion of distributable cash flow from NRF's (or its subsidiaries’) equity interest related to Aerium; and

(D)      an additional annual base management fee, calculated and payable quarterly in arrears in cash, equal to one and one-half percent (1.5%) per annum of the sum of (a) the cumulative net proceeds of all common and preferred equity issued by NRF after December 10, 2013; (b) any NRF equity issued in exchange or conversion of exchangeable notes based on the stock price at the date of issuance; (c) any other issuances of common, preferred, or other forms of NRF equity, including but not limited to units in an operating partnership (excluding equity based compensation but including issuances related to an acquisition, investment, joint-venture or partnership); and (d) any cumulative CAD in excess of cumulative distributions paid on common stock, or other equity awards beginning the first full quarter following the effective date of this Agreement through the most recently completed calendar quarter. For purposes of this clause (C) all issuances shall be allocated on a daily weighted average basis during the fiscal quarter of issuances; and

(ii)    an incentive management fee (“ Incentive Fee ”) calculated and payable with respect to each calendar quarter (or part thereof that this Agreement is in effect) in arrears in cash in an amount, not less than zero, equal to: (A) the product of (a) 15% and (b) CAD before Incentive Fee is paid, divided by the Weighted Average Shares outstanding for the calendar quarter, when such amount is in excess of $0.195 per share but less than $0.225 per share, plus (B) the product of (a) 25% and (b) CAD before Incentive Fee is paid, divided by the Weighted Average Shares for the calendar quarter when such amount is equal to or in excess of $0.225 per share, (C) multiplied by the Weighted Average Shares outstanding for the calendar quarter.

The parties understand and agree that the minimum fees payable pursuant to clauses (i)(B) and (i)(C) of this Section 4(a) shall continue irrespective of whether NRF continues to own an interest in RXR Realty LLC or Aerium, as the case may be.

(b)      If NRF at any time subdivides (by any stock split, stock dividend, reclassification, recapitalization or other similar transaction) its common stock into a greater number of shares from and after December 10, 2013, the $0.195 per share and $0.225 per share thresholds set forth in Section 4(a)(ii) shall be proportionately decreased. If NRF at any time combines (by reverse stock split, reclassification, recapitalization or other similar transaction) its common stock into a smaller number of shares from and after December 10, 2013, such thresholds shall be proportionately increased.

(c)      Base management fees shall be payable in arrears in cash, in quarterly installments commencing with the quarter in which this Agreement is executed. If applicable, the initial and final installments of base management fees shall be pro-rated based on the number of days during the initial and final quarter, respectively, that this Agreement is in effect. Asset Manager shall calculate each quarterly installment of base management fees, and deliver such calculation to NRF, as soon as practicable but not earlier than five (5) Business Days prior and not later than twenty (20) days following the last day of each calendar quarter. The foregoing calculation by Asset Manager may be an estimated amount, provided that any differences between such estimated amount and the actual amount due are trued-up no later than (i) with respect to each calendar quarter, forty-five (45) days after the last day of such calendar quarter or (ii) the date on which NRF’s quarterly or annual financial statements are filed with the SEC, whichever is later. NRF shall pay Asset Manager each installment of base management fees within three (3) Business Days after the date of delivery of such computations to NRF.

(d)      The Incentive Fee shall be payable in cash in arrears in quarterly installments commencing with the quarter in which this Agreement is executed. Asset Manager shall compute each quarterly installment of the Incentive Fee within twenty (20) days after the end of the calendar quarter with respect to which such installment is payable, or as soon as practical. The foregoing calculation by Asset Manager may be an estimated amount, provided that any differences between such estimated amount and the actual amount due are trued-up no later than (i) with respect to each calendar quarter, forty-five (45) days after the last day of such calendar quarter or (ii) the date on which NRF’s quarterly or annual financial statements are filed with the SEC, whichever is later. NRF shall pay Asset Manager each installment of the Incentive Fee within three (3) Business Days after the date of delivery of such computation to NRF.

(e)      To the extent NRF, acting through its audit committee or otherwise, adjusts the manner in which it calculates CAD or Weighted Average Shares for NRF reporting purposes in a manner that deviates from the definitions set forth in Schedule A and such adjustment does not result in an adverse impact on the Incentive Fee payable to NSAM, as determined by NSAM in its sole discretion, then NSAM may elect to use the updated CAD or Weighted Average Shares reported by NRF for purposes of calculating the Incentive Fee.

Conversely, to the extent any such adjustment by NRF to the manner in which CAD or Weighted Average Shares is calculated for NRF reporting purposes results in an adverse impact on the Incentive Fee payable to NSAM, as determined by NSAM in its sole discretion, then NSAM may elect not to use the updated CAD or Weighted Average Shares reported by NRF for purposes of calculating the Incentive Fee.

5.      Limited Power of Attorney

(a)      NRF does hereby constitute and appoint Asset Manager, in performing its duties under this Agreement, and its successors and assigns, and the officers of the foregoing, as NRF’s true and lawful attorney-in-fact, with full power of substitution, in NRF’s name, place and stead, to (i) negotiate, make, execute, sign, acknowledge, swear to, deliver, record and file any agreements, documents or instruments which may be considered necessary or desirable by Asset Manager to carry out fully the provisions of this Agreement and (ii) to perform all other acts contemplated by this Agreement or necessary, advisable or convenient to the day-to-day operations of NRF (subject at all times, however, to each and all of the limitations and stipulations set forth herein).

(b)      Because this limited power of attorney shall be deemed to be coupled with an interest, it shall be irrevocable and survive and not be affected by NRF’s insolvency or dissolution.  However, this limited power of attorney will become revocable upon the expiration of such interest and, therefore, this limited power of attorney will terminate upon termination of this Agreement in accordance with Section 12 of this Agreement.

(c)      Nothing herein is meant or shall be claimed, by either party, to confer upon Asset Manager custody, possession or control of or over any of NRF’s assets.

6.      Regulatory Matters . Asset Manager agrees that at all times it will use commercially reasonable efforts to be in compliance in all material respects with all applicable federal, state, foreign, local and territorial laws governing its operations and investments.

7.      Additional Undertakings; Exclusivity .

(a)      Asset Manager and its Affiliated Entities may engage in any other business or render similar or different services to others including, without limitation, the direct or indirect sponsorship or management of other investment based accounts or commingled pools of capital, however structured, having investment objectives the same, similar or dissimilar to those of NRF, and nothing in this Agreement shall limit or restrict the right of any director, officer, employee, partner, manager or member of Asset Manager or of its Affiliated Entities to engage in any other business or to devote his or her time and attention in part to any other business, whether of a similar or dissimilar nature, or to receive any fees or compensation in connection therewith. Asset Manager assumes no responsibility under this Agreement other than to provide or cause to be provided the Services called for hereunder. It is understood that directors, officers, employees, partners, managers, members and shareholders of NRF or any of its subsidiaries are or may become interested in Asset Manager and its Affiliates, as directors, officers, employees, partners, managers, members,

stockholders, or otherwise, and that Asset Manager and directors, officers, employees, partners, managers, members and stockholders of Asset Manager and its Affiliates are or may become similarly interested in NRF or any of its subsidiaries as directors, officers, employees, partners, managers, members, shareholders or otherwise, and persons shall be permitted to hold positions with both NRF, Asset Manager and/or Affiliates of either or both.

(b)      During the term of this Agreement, (i) Asset Manager and its Affiliated Entities shall be the exclusive provider of Services to NRF and its subsidiaries, other than services provided to NRF and/or its subsidiaries by (x) their own officers, directors, partners, employees and agents related to the Debt Origination Business (collectively, “ NRF Employees ”), as well as any partner or joint venture approved by NRF, on the one hand, and Asset Manager or its Affiliated Entities, on the other hand, in every case in the sole discretion of Asset Manager and its Affiliated Entities, (y) any third parties that are providing such services as of the date hereof and (z) any third party delegates of Asset Manager as Asset Manager may appoint from time to time in accordance with the terms of this Agreement and (ii) NRF and its subsidiaries shall not employ or contract with any other third party (other than NRF Employees related to the Debt Origination Business) to provide the same or substantially similar services as provided by Asset Manager and its Affiliated Entities without the prior written consent of Asset Manager, which may be withheld by Asset Manager in its sole discretion.

(c)      If NRF spins-off any assets or entities in the future, NRF agrees to cause the resulting entity or entities to enter into a substantially similar asset management agreement with Asset Manager providing for both a base management fee and an Incentive Fee, in each case as determined in Asset Manager’s discretion taking into account the nature of the assets involved, the primary services of Asset Manager expected to be utilized by the new company and the expenses associated with managing the new company on a standalone basis. The parties understand and agree that the aggregate base management fee in place immediately after any such spin-off will not be less than the aggregate base management fee in place at NRF immediately prior to such spin-off. Furthermore, the Incentive Fee shall be adjusted for NRF and established for the newly created entity at the discretion of Asset Manager in a manner reasonably consistent with the Incentive Fee description provided herein, with consideration of the factors described above. In addition, the reimbursement of NRF G&A as provided herein shall also be adjusted for NRF and established for the newly created entity at the discretion of Asset Manager in a manner reasonably consistent with the reimbursement provisions provided herein, with consideration of the factors described above.

(d)      To the extent NRF engages in crowd funding activities on its own behalf or on behalf of others, it will negotiate in good faith with Asset Manager to utilize the services of Asset Manager and its Affiliated Entities and to pay Asset Manager competitive compensation for its services, as may be mutually agreed to by the parties.

8.      Limitation of Liability of Asset Manager; Indemnification .

(a)      Asset Manager, its Affiliated Entities and their directors, officers, employees, partners, managers, members, controlling persons, and any other person affiliated with Asset Manager and/or its Affiliated Entities (each of whom shall be deemed a third party beneficiary hereof) (collectively, the “ Indemnified Parties ”) shall not be liable to NRF, its directors, officers, employees, partners, managers, members, controlling persons and any other person or entity affiliated with NRF (collectively, “ NRF Parties ”) for any action taken or omitted to be taken by the Indemnified Parties in connection with the performance of the Services and of any of Asset Manager’s duties or obligations under this Agreement or otherwise as an asset manager of NRF or any of its subsidiaries, with respect to the receipt of compensation for Services, and NRF shall indemnify, defend and protect Indemnified Parties and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of NRF, its shareholders or its subsidiaries) arising out of, in connection with or otherwise based upon the performance of any of Asset Manager’s duties or obligations under this Agreement or otherwise as an asset manager of NRF or any of its subsidiaries. Notwithstanding the preceding sentence, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against, or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of any liability to NRF, its shareholders or the NRF Parties, to which the Indemnified Parties would otherwise be subject by reason of gross negligence, willful misfeasance or bad faith in the performance of their duties.

(b)      In the event that any Indemnified Party receives notice of commencement of any suit, action, proceeding or investigation in connection with any matter arising out of or in connection with such Indemnified Party’s duties hereunder (or under the Affiliated Agreements, as the case may be), such Indemnified Party will promptly notify NRF of the commencement thereof; provided, however, that failure to give such notice shall not relieve NRF of its obligations under this Section 8 except to the extent it shall have been materially prejudiced by such failure and then only to the extent of such prejudice. In case any such action is brought against any Indemnified Party, and it notifies NRF of the commencement thereof, NRF will be entitled to, to the extent it may wish, jointly with any of the NRF Parties similarly notified, to participate in the defense thereof, with separate counsel. Such participation shall not relieve NRF of the obligation to reimburse the Indemnified Party for reasonable legal and other costs and expenses incurred by such Indemnified Party in defending itself. NRF shall not be liable to any such Indemnified Party on account of any settlement of any claim or action effected without the consent of NRF. NRF may not unreasonably withhold or deny its consent to any settlement of any claim, suit, action, proceeding or investigation which may be covered hereunder.

(c)      In the event that any Indemnified Party becomes involved in any capacity in any suit, action, proceeding or investigation in connection with any matter arising out of or in connection with its duties hereunder (or under the Affiliated Agreements, as the case may be), NRF will periodically reimburse such Indemnified Party for its reasonable legal and other costs and expenses (including the cost and expense of any investigation and

preparation) incurred in connection therewith, no later than 30 days after receiving evidence of such costs and expenses; provided, however, that prior to any such advancement of costs and expenses (i) such Indemnified Party shall provide NRF with an undertaking to promptly repay NRF the amount of any such costs and expenses paid to it if it shall ultimately be determined that such Indemnified Party is not entitled to be indemnified by NRF as herein provided in connection with such suit, action, proceeding or investigation, and (ii) the Indemnified Party shall provide NRF with a written affirmation that such Indemnified Party in good faith believes that it has met the standard of conduct necessary for indemnification hereunder.

9.      Duties With Respect to Investment Opportunities .

(a)      NRF shall be obligated, as part of the consideration for the Services being provided by Asset Manager and its Affiliated Entities, to make available to Asset Manager (for allocation among the NSAM Managers and Affiliated Entities) all investment opportunities for the acquisition or origination of Real Estate Assets that are presented to, or sourced by, employees of NRF or its subsidiaries, or of which any employee of NRF or its subsidiaries becomes aware (“ Investment Opportunities ”).

(b)      With respect to all Debt Assets which it sources and makes available to Asset Manager (for allocation among the NSAM Managers and Affiliated Entities) under clause (a) above, NRF will be entitled to fair and reasonable compensation for its services in connection with such Debt Assets, except that nothing herein shall be construed as entitling NRF to receive any portion of any acquisition fees received by any of the NSAM Managers from any of their respective Managed Entities.

(c)      Asset Manager shall form an investment committee (the “ Investment Committee ”) that shall review the Investment Opportunities and use its commercially reasonable efforts to fairly allocate such Investment Opportunities among Affiliated Entities and among the NSAM Managers, including Asset Manager, for the benefit of Managed Entities, including NRF. The Investment Committee will allocate Investment Opportunities in accordance with an allocation policy, set forth on Exhibit B , established by Asset Manager and adopted by each of the NSAM Managers. Changes to the allocation policy that could adversely impact the allocation of Investment Opportunities to NRF in any material respect may be proposed by Asset Manager and must be approved by the Board of Directors.

(d)      It is further acknowledged by NRF that the decision of how any potential Investment Opportunities should be allocated may in many cases be a matter of highly subjective judgment which will be made by the Investment Committee in its sole discretion. Asset Manager may from time to time increase or decrease the number of members of the Investment Committee, or replace members of the Investment Committee, in its sole discretion. It is further acknowledged by NRF that certain types of Investment Opportunities may not enter the allocation process because of special or unique circumstances related to the Real Estate Asset or the seller of the Real Estate Asset, among other things, that in the judgment of the Investment Committee do not fall within the investment objectives or mandate of any particular Managed Entity, including NRF or another Affiliated Entity. In

these cases, the investment may be made by another Managed Entity or by Asset Manager or one of its Affiliated Entities without NRF having an opportunity to make such investment.

10.      No Joint Venture . Nothing in this Agreement shall be construed to make NRF and Asset Manager or any of its Affiliated Entities partners or joint venturers or impose any liability as such on any of them.

11.      Term . Subject to Section 12 , this Agreement shall be in effect from the date hereof through the twentieth anniversary of the date hereof (the “ Initial Term ”) and shall be automatically renewed for an additional twenty-year term on each anniversary of such twentieth anniversary date (each, a “ Renewal Term ”).

12.      Termination for Cause .

(a)      NRF may terminate this Agreement, effective upon 60 days’ prior written notice of termination from the Board of Directors to Asset Manager if (i) Asset Manager engages in any act of fraud, misappropriation of funds, or embezzlement against NRF or any of its subsidiaries; (ii) Asset Manager breaches, in bad faith, any provision of this Agreement or there is an event of gross negligence on the part of Asset Manager in the performance of its duties under this Agreement and, in each case if it has a Material Adverse Effect on NRF and, with respect to a breach in bad faith or gross negligence, if the effects of such breach in bad faith or gross negligence can be reversed, such effects are not reversed within a period of 60 days (or 90 days if Asset Manager takes steps to reverse such effects within 30 days of written notice); (iii) there is a commencement of any proceeding relating to Asset Manager’s bankruptcy or insolvency, including an order for relief in an involuntary bankruptcy case or Asset Manager authorizing or filing a voluntary bankruptcy petition that is not dismissed in 60 days; (iv) there is a dissolution of Asset Manager; or (v) unless the Board of Directors determines that qualification for taxation as a REIT under the U.S. federal income tax laws is no longer desirable, there is a determination by a court of competent jurisdiction, in a non-appealable binding order, or the Internal Revenue Service, in a closing agreement made under section 7121 of the Code, that a provision of this Agreement caused or will cause NRF to fail to satisfy a requirement for qualification as a REIT and, within 60 days of such determination, Asset Manager has not agreed to amend or modify this Agreement in a manner that would allow NRF to qualify as a REIT. Notwithstanding the foregoing, if Asset Manager assigns the Agreement to an Affiliate or a permitted assignee, the events in (iii) and (iv) with respect to such assignee shall not constitute grounds for termination by NRF.

(b)      Asset Manager may terminate this Agreement effective upon 60 days’ prior written notice of termination to NRF in the event that NRF shall default in the performance or observance of any material term, condition or covenant contained in this Agreement and such default shall continue for a period of 60 days (or 90 days if NRF takes steps to cure such breach within 30 days of the written notice) after written notice thereof specifying such default and requesting that the same be remedied in such 60-day period). In the event that this Agreement is terminated pursuant to this Section 12(b) , Asset Manager shall be entitled to any and all damages and legal remedies arising from or in connection with such default

including, but not limited to, direct, indirect, special, consequential, speculative and punitive damages, as well as lost future profits and business in the future.

13.      Action Upon Termination . From and after the effective date of termination of this Agreement, pursuant to Section 12 of this Agreement, Asset Manager shall not be entitled to compensation for further services under this Agreement, but shall be paid all compensation accruing to the date of termination. Upon such termination, Asset Manager shall deliver to the Board of Directors all property and documents of NRF and its subsidiaries then in the custody of Asset Manager and Asset Manager shall cooperate with NRF, at NRF’s cost and expense, to provide an orderly transition of its advisory and asset management functions.

14.      Bank Accounts . Asset Manager may establish and maintain one or more bank accounts in the name of NRF or its subsidiaries and may collect and deposit into any such account or accounts, and disburse from any such account or accounts, any money on behalf of NRF or its subsidiaries, under such terms and conditions as the Board of Directors may approve, provided that no funds shall be commingled with the funds of Asset Manager. Asset Manager shall from time to time render appropriate accountings of such collections and payments to the Board of Directors and the independent auditors of NRF. Any such bank shall be a “qualified custodian” as defined in Rule 206(4)-2 under the Advisers Act.

15.      Other Services . If (i) NRF requests that Asset Manager or any officer or employee thereof render services for NRF other than as set forth in this Agreement; or (ii) there are changes to the regulatory environment in which Asset Manager or NRF operates that would increase significantly the level of services performed such that the costs and expenses borne by Asset Manager for which Asset Manager is not entitled to separate reimbursement for personnel and related employment direct costs and expenses and overhead under Section 3 of this Agreement would increase significantly, such services shall be separately compensated at such rates and in such amounts as are reasonably agreed by Asset Manager and NRF.

16.      Assignment .

(a)      The Agreement may not be assigned (within the meaning of the Investment Advisers Act of 1940, as amended (the “ Advisers Act ”) without the consent of the parties hereto.

(b)      Notwithstanding the foregoing, to the extent either party proposes, or any action is taken by either party that could be deemed an assignment of this Agreement as defined under the Advisers Act (an “ Advisers Act Assignment ”), both parties agree to consider such assignment in good faith and to not unreasonably withhold, condition or delay such consent. The parties would anticipate that consent would be granted in the event of a proposed Advisers Act Assignment to a party with expertise in commercial real estate and, together with its Affiliates, over $10 billion of assets under management. Both parties acknowledge that time is of the essence with respect to the consideration of any Advisers Act Assignment and each party shall: (a) respond to the party seeking consent of such assignment within 10 days of notification of an Advisers Act Assignment (the “ Notification Period ”) by the party seeking consent thereto; and (b) provide such consent or set forth the

reasons why such consent shall not be given. To the extent the party whose consent is sought with respect to any Advisers Act Assignment fails to respond to the party seeking consent for said Advisers Act Assignment within the Notification Period, the consent of the party failing to respond shall be deemed to have been granted. The parties understand and agree that the terms of this Section 16(b) are material terms hereof and the Asset Manager would not have entered into this Agreement but for the benefit of such provisions.

(c)      Asset Manager may, at no additional cost or expense to NRF, obtain information and assistance for the account of NRF, without NRF’s consent. Such assistance may include the hiring of one or more entities, including Affiliated Entities, to provide sub-advisory services. A sub-adviser shall have all of the rights and powers of Asset Manager set forth in this Agreement, and Asset Manager shall be as fully responsible to NRF’s accounts for the acts and omissions of the sub-adviser as it is for its own acts and omissions.

(d)      Notwithstanding the foregoing or anything else contained herein to the contrary, to the maximum extent permitted by law, in connection with any merger, sale of all or substantially all of the assets, change of control, reorganization, consolidation or any similar transaction of either party hereto, directly or indirectly, the surviving entity will succeed to the terms of this Agreement.

17.      Representations and Warranties .

(a)      NRF hereby makes the following representations and warranties to Asset Manager, all of which shall survive the execution and delivery of this Agreement:

(i)      NRF is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland. NRF has all power and authority required to execute and deliver this Agreement and to perform all its duties and obligations hereunder;

(ii)      The execution, delivery, and performance of this Agreement by NRF have been duly authorized by all necessary action on the part of the NRF;

(iii)      This Agreement constitutes a legal, valid, and binding agreement of NRF enforceable against NRF in accordance with its terms, except as limited by bankruptcy, insolvency, receivership and similar laws from time to time in effect and general principles of equity, including, without limitation, those relating to the availability of specific performance’;

(iv)      NRF is a publicly traded company with over $10.0 billion of assets under management as of the date hereof and is entering into this Agreement with the approval of its Board of Directors, including a majority of its disinterested directors, and with full knowledge and understanding of the consequences of its execution and believes that it is receiving full and valuable consideration hereunder and that it is in its best interests to enter into his Agreement; and

(b)      Asset Manager hereby makes the following representations and warranties to NRF, all of which shall survive the execution and delivery of this Agreement:

(i)      Asset Manager is a limited company duly organized, validly existing and in good standing under the laws of Jersey. Asset Manager has all power and authority required to execute and deliver this Agreement and to perform all its duties and obligations hereunder, subject only to its qualifying to do business and obtaining all requisite permits and licenses required as a result of or relating to the nature or location of any of the assets or properties of NRF (which it shall do promptly after being required to do so);

(ii)      The execution, delivery, and performance of this Agreement by Asset Manager have been duly authorized by all necessary action on the part of Asset Manager;

(iii)      This Agreement constitutes a legal, valid, and binding agreement of Asset Manager enforceable against Asset Manager in accordance with its terms, except as limited by bankruptcy, insolvency, receivership and similar laws from time to time in effect and general principles of equity, including, without limitation, those relating to the availability of specific performance; and

(c)      Each party will promptly inform the other party if any of the representations herein ceases to be true.

18.      Additional Covenants of Asset Manager .

(a)      Asset Manager agrees to provide the Services hereunder in such a manner as to seek to avoid causing NRF to fail to qualify for taxation as a REIT under the U.S. federal income tax laws, unless the Board of Directors determines that such qualification is no longer desirable. In the event that the provision of Services hereunder would cause NRF to fail to qualify for taxation as a REIT, such Services shall be modified to the extent reasonably practical and only to the minimum extent necessary to preserve provision of the Services and qualification as a REIT, in all cases, unless the Board of Directors determine that such qualification is no longer necessary.

(b)      Asset Manager agrees to provide the services hereunder in such a manner as to seek to avoid causing NRF to be required to register as an investment company under the Investment Company Act of 1940, as amended.

(c)      Asset Manager agrees and acknowledges that it is providing the Services hereunder subject to the direction, supervision, oversight and control of the Board of Directors.

19.      Additional Covenants of NRF .

(a)      NRF hereby agrees that, in consideration of the Services to be provided hereunder, for so long as this Agreement is in effect, Asset Manager or one of its Affiliates (including NSAM) shall have the right to (a) designate one (1) individual to serve as a non-voting observer of the Board of Directors and each committee thereof (the “ Observer ”), (b) remove such individual as the Observer at any time and (c) appoint a successor to such Observer in the event that the current Observer resigns or is removed by Asset Manager or its Affiliate as the Observer. In the event that the individual designated by Asset Manager or one of its Affiliates to serve as the Observer is unable to attend any meeting of the Board of Directors or any committee thereof for any reason, Asset Manager or its Affiliate, as the case may be, shall be permitted to designate another individual to serve as the Observer at such meeting. NRF further covenants and agrees to provide the Observer with copies of all notices, written correspondence, board materials and other documents provided to the Board of Directors and each committee thereof at substantially the same time as provided to the Board of Directors or the members of the relevant committee thereof; provided, that NRF reserves the right to withhold any information and to exclude such Observer from any meeting or portion thereof if a conflict of interest exists because the Board of Directors plans to discuss a matter involving Asset Manager or its Affiliates, on the one hand, and NRF or its Affiliates, on the other hand, or if access to such information or attendance at such meeting would reasonably likely adversely affect the attorney-client privilege between NRF and its counsel or result in the disclosure of trade secrets.

(b)      NRF hereby further agrees that, in consideration of the Services to be provided hereunder, for so long as this Agreement is in effect, NRF will provide distribution support for, and enter into a distribution support agreement with, any public non-traded vehicles sponsored by NSAM, which would include purchasing up to an aggregate of $10,000,000 in shares of common stock in such public non-traded vehicle; provided, however, that (i) any distribution support obligations undertaken by NRF do not differ materially from NRF’s past practices of providing distribution support to the NorthStar Non-Traded REITs and (ii) NRF shall not be required to enter into more than five (5) distribution support agreements during any twelve (12) month period.

(c)      NRF hereby further agrees that it will not directly or indirectly enter into a merger, sale of all or substantially all of its assets, change of control, reorganization, consolidation or any similar transaction, unless the party assuming control or otherwise entering into the transaction with NRF or its Affiliates agrees in writing, in a form satisfactory to the Asset Manager, to succeed to this Agreement and otherwise assume the obligations and liabilities under this Agreement.

20.      Confidentiality . Each party shall keep confidential any and all information obtained by it in connection with this Agreement and provision of the Services and shall not disclose any such information (or use the same except in furtherance of its duties and obligations under this Agreement) to unaffiliated third parties, except: (i) with the prior written consent of the board of directors of the applicable party; (ii) to legal counsel, accountants and other professional advisors; (iii) to appraisers, financing sources and others in the ordinary course of business; (iv) to third parties who agree to keep such information confidential by contract or by professional or ethical

duty and who need to know such information to perform services or to evaluate a prospective transaction; (v) to governmental officials having jurisdiction over the applicable party; (vi) in connection with any governmental or regulatory filings of the applicable party, or disclosure or presentations to such party’s investors; (vii) as required by law or legal process to which a party or any person to whom disclosure is permitted hereunder is subject; or (viii) to the extent such information is otherwise publicly available through the actions of a person other than the party not resulting from the party’s violation of this Section 20 . The provisions of this Section 20 shall survive the expiration or earlier termination of this Agreement for a period of one year.

21.      Use of Name . NRF agrees that Asset Manager and its Affiliated Entities may identify NRF by name in its or their current client list. Such list may be disclosed to third parties.

22.      Notices . Any notice under this Agreement shall be given in writing, addressed and delivered or mailed, postage prepaid, to the addresses set forth herein (or such other address as a party may identify to the other party from time to time). All notices shall be effective upon receipt.

If to NRF:                    NorthStar Realty Finance Corp.

399 Park Avenue

18 ^th Floor

New York, New York 10022

Attention: General Counsel

If to Asset Manager:                NSAM J-NRF Ltd

c/o NSAM Luxembourg S.à r.l.

6ème étage, 6A route de Trèves
L-2633 Senningerberg
Grand-Duchy of Luxembourg
Attention: General Counsel

23.      Amendments . This Agreement may be amended or modified only by mutual consent of the parties in writing.

24.      Entire Agreement; Governing Law . This Agreement contains the entire agreement of the parties and supersedes all prior agreements, understandings and arrangements with respect to the subject matter hereof. This Agreement shall be construed in accordance with the laws of the State of New York.

25.      Severability . Each provision of this Agreement shall be considered separate from the others and, if for any reason, any provision or its application is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable, then such invalid, illegal or unenforceable provision shall not impair the operation of or affect any other provisions of this Agreement, and either (a) such invalid, illegal or unenforceable provision shall be construed and enforced to the maximum extent legally permissible or (b) the parties shall substitute for the invalid, illegal or unenforceable provision a valid, legal and enforceable provision with a substantially similar effect and intent.

26.      Force Majeure . No party to this Agreement will be responsible for nonperformance resulting from acts beyond the reasonable control of such party; provided that such party uses commercially reasonable efforts to avoid or remove such causes of nonperformance and continues performance under this Agreement with reasonable dispatch as soon as such causes are removed.

27.      Waiver . Neither the failure nor any delay on the part of a party to exercise any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise of the same or of any other right, remedy, power or privilege, nor shall any waiver of any right, remedy, power or privilege with respect to any occurrence be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence. No waiver shall be effective unless it is in writing and is signed by the party asserted to have granted such waiver.

28.      Counterparts . This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original as against any party whose signature appears thereon, and all of which shall together constitute one and the same instrument. This Agreement shall become binding when one or more counterparts hereof, individually or taken together, shall bear the signatures of all of the parties reflected hereon as the signatories.

29.      Headings . The section headings contained in this Agreement are inserted for convenience only, and shall not affect in any way, the meaning or interpretation of this Agreement.

30.      Binding Effect; Benefit . This Agreement and all terms, provisions and conditions hereof shall be binding upon the parties hereto, and shall inure to the benefit of the parties hereto and to their respective successors and assigns.

31.      Miscellaneous . It is understood that certain provisions of this Agreement may serve to limit the potential liability of Asset Manager. NRF has had the opportunity to consult with Asset Manager as well as, if desired, its professional advisors and legal counsel as to the effect of these provisions. It is further understood that certain applicable laws including, but not limited to, the Advisers Act may impose liability or allow for legal remedies even where Asset Manager has acted in good faith and that the rights under those laws may be non-waivable. Nothing in this Agreement shall, in any way, constitute a waiver or limitation of any rights which may not be limited or waived in accordance with applicable law.

32.      Arbitration . Notwithstanding anything herein to the contrary, including the parties’ submission to jurisdiction of the courts of the State of New York pursuant to Section 33 , any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in the New York offices of the American Arbitration Association (“ AAA ”) before three (3) qualified arbitrators, one (1) selected by each party and one (1) selected by both parties. The arbitration shall be administered by AAA under its Commercial Arbitration Rules and Mediation Procedures (the “ Rules ”) in accordance with the expedited procedures in those Rules. Judgment on the arbitration award may be entered in any state or federal court sitting in New York, New York or in any other applicable court. This Section 32 shall not preclude the parties from seeking provisional remedies in aid of

arbitration from a court of appropriate jurisdiction. In the event that this Agreement is terminated pursuant to this Section 32 , Asset Manager shall be entitled to any and all damages and legal remedies arising from or in connection with such default including, but not limited to, direct, indirect, special, consequential, speculative and punitive damages, as well as lost profits and business in the future.

(a)      Any arbitration arising out of or related to this Agreement shall be conducted in accordance with the expedited procedures set forth in the Rules as those Rules exist on the effective date of this Agreement.

(b)      The parties agree that they will give conclusive effect to the arbitrators’ determination and award and that judgment thereon may be entered in any court having jurisdiction.

(c)      The arbitrators may issue awards for all damages and legal remedies arising from or in connection with such default including, but not limited to, direct, indirect, special, consequential, speculative and punitive damages, as well as lost profits and business in the future.

(d)      Any party may, without inconsistency with this arbitration provision, apply to any state or federal court sitting in New York, New York and seek interim provisional, injunctive or other equitable relief until the arbitration award is rendered or the controversy is otherwise resolved.

(e)      The arbitration will be conducted in the English language. The arbitrators shall decide the dispute in accordance with the law of New York. The arbitration provisions contained herein are self-executing and will remain in full force and effect after expiration or termination of this Agreement.

(f)      The costs and expenses of the arbitration shall be funded fifty percent (50%) by the claimant and the remaining fifty percent (50%) shall be split equally among the respondent(s). All parties shall bear their own attorneys’ fees during the arbitration. The prevailing party on substantially all of its claims shall be repaid all of such costs and expenses by the non-prevailing party within ten (10) days after receiving notice of the arbitrator’s decision.

33.      Submission to Jurisdiction; Consent to Service of Process . Subject to Section 32 hereof, the parties hereto hereby irrevocably submit to the exclusive jurisdiction of and consent to service of process and venue in the state and federal courts in the County of New York, State of New York in any dispute, claim, controversy, action, suit or proceeding between the parties arising out of this Agreement which are permitted to be filed or determined in such court. Subject to Section 32 hereof, the parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. The parties agree that process may be served in any action, suit or proceeding by mailing copies thereof by registered or certified mail (or its equivalent) postage prepaid, to the party’s address set forth in Section 22 of this Agreement or to such other address to which the party shall have given

written notice to the other party. The parties agree that such service shall be deemed in every respect effective service of process upon such party in any such action, suit or proceeding and shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to such party. Nothing in this Section 33 shall affect the right of the parties to serve process in any manner permitted by law.

[The remainder of this page intentionally left blank]

IN WITNESS WHEREOF , the parties have caused this Agreement to be executed as of the date first written above by their duly authorized representatives.

SCHEDULE A

For purposes of this Agreement, the following terms shall have the definitions indicated below:

“AAA” has the meaning set forth in Section 32.

“Advisers Act” has the meaning set forth in Section 16(a).

“Advisers Act Assignment” has the meaning set forth in Section 16(b).

“Aerium” means Aerium Holdings S.A., a public limited liability company ( société anonyme ) organized and established under the laws of Luxembourg, and Sweetfairy Holdings Ltd., a limited liability company organized under the laws of Cyprus (together with their respective Affiliates, successors or assigns), collectively.

“Affiliate” means, with respect to a Person, any other Person that either directly or indirectly controls, is controlled by or is under common control with the first Person. The term "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting interests, by contract or otherwise. For the avoidance of doubt, for purposes of this Agreement, none of the Managed Entities shall be considered an Affiliate of NSAM Parent or its Affiliates.

“Affiliated Agreements” means any agreement entered into by an Affiliated Entity with respect to duties that are permitted to be delegated by Asset Manager under this Agreement.

“Affiliated Entities” has the meaning set forth in Section 1(a).

“Agreement” has the meaning set forth in the preamble.

“Asset Manager” has the meaning set forth in the preamble.

“Board of Directors” has the meaning set forth in Section 1(a).

“Business Day” means any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions in New York City are authorized or required by law, regulation or executive order to close.

“Cash Available for Distribution” or “CAD” shall mean net income (loss) attributable to common stockholders in NRF, adjusted by adding (or subtracting) non-controlling interests attributable to an NRF operating partnership, if any, and the following items: depreciation and amortization items including depreciation and amortization, straight-line rental income or expense, amortization of above/below market leases, amortization of deferred financing costs, amortization of discount on financings and other, and equity-based compensation; cash flow related to CDO equity interests; accretion of unconsolidated CDO bond discounts; non-cash net interest income in consolidated CDOs; unrealized gain (loss) from the change in fair value; realized gain (loss) on investments and other, excluding accelerated amortization related to sales of CDO bonds or other investments; provision for (reversal of) loan losses; impairment on property; acquisition gains or losses; distributions to joint venture partners; transaction costs; foreign currency gains (losses); impairment on goodwill

and other intangible assets and gains (losses) on sales; and one-time events pursuant to changes in U.S. GAAP and certain other non-recurring items. For example, CAD has been adjusted to exclude non-recurring gain (loss) from deconsolidation of certain CDOs. These items, if applicable, include any adjustments for unconsolidated ventures. The definition of CAD may be adjusted from time to time for NRF reporting purposes in the discretion of NRF, acting through its audit committee or otherwise. “CDO” means collateralized debt obligations.

“Charter” has the meaning set forth in Exhibit A.

“CMBS” means commercial mortgage-backed securities.

“Code” means the U.S. Internal Revenue Code of 1986, as amended from time to time, or any successor statute.

“Debt Assets” means the following asset classes: (A) first mortgage loans, (B) subordinate mortgage interests, (C) mezzanine loans and (D) preferred equity investments, in each case relating to commercial real estate.

“Debt Origination Business” has the meaning set forth in Section 1(a).

“Effective Time” means 11:59 p.m. on June 30, 2014 or such other time as the distribution effectuating the spin-off of NRF’s asset management business is completed.

“FINRA” means the Financial Industry Regulatory Authority, Inc.

“GAAP” means U.S. generally accepted accounting principles, consistently applied.

“Incentive Fee” has the meaning set forth in Section 4(a)(ii).

“Indemnified Parties” has the meaning set forth in Section 8(a).

“Initial Term” has the meaning set forth in Section 11.

“Investment Committee” has the meaning set forth in Section 9(c).

“Investment Opportunities” has the meaning set forth in Section 9(a).

“LTIP” has the meaning set forth in Section 3(c)(i).

“Managed Entities” means NRF and all other entities that have entered into an asset management agreement or a similar investment advisory contract with NSAM or one or more of its subsidiaries.

“Material Adverse Effect” means a material adverse effect on the business, results of operations, financial condition and assets of NRF and its subsidiaries, taken as a whole. The parties understand and agree that the following, either alone or in combination, shall

be excluded from consideration when evaluating the existence of a Material Adverse Effect: (i) changes or effects in the general economic conditions; (ii) changes or effects in general market conditions, including the securities, credit or financial markets; (iii) fluctuations in the market value of common stock (or other debt or equity securities) on the New York Stock Exchange, any other market or otherwise; (iv) changes in GAAP; (v) changes or effects, including legal, tax or regulatory changes, that generally affect the industry in which NRF operates; (vi) any failure by NRF to meet internal projections, plans or forecasts for any period; (vii) changes or effects that directly arise out of or are directly attributable to the negotiation, execution, public announcement or performance of this Agreement or the compliance with the provisions hereof; (viii) changes or effects that arise out of or are attributable to the commencement, occurrence, continuation or intensification of any war, sabotage, armed hostilities or acts of terrorism; and (ix) the effects of earthquakes, hurricanes or other natural disasters.

“NorthStar Non-Traded REITs” means NorthStar Real Estate Income Trust, Inc., NorthStar Healthcare Income, Inc. and NorthStar Real Estate Income II, Inc.

“Notification Period” has the meaning set forth in Section 16(b).

“NRF” has the meaning set forth in the preamble.

“NRF Employees” has the meaning set forth in Section 7(b).

“NRF Equity Compensation” has the meaning set forth in Section 3(c)(i).

“NRF G&A” has the meaning set forth in Section 3(b).

“NRF Parties” has the meaning set forth in Section 8(a).

“NRF Accelerated Performance Awards” has the meaning set forth in Section 3(d).

“NSAM” has the meaning set forth in Section 3(c)(i).

“NSAM Compensation Committee” has the meaning set forth in Section 3(c)(i).

“NSAM Managers” means Asset Manager and any of its Affiliated Entities that serve as asset managers to one or more Managed Entities.

“Observer” has the meaning set forth in Section 19(a).

“Person” means any individual, partnership, corporation, limited liability company, trust or other entity.

“Real Estate Assets” means the following asset classes: (A) first mortgage loans, (B) subordinate mortgage interests, (C) mezzanine loans, (D) preferred equity investments relating to commercial real estate, (E) credit tenant leases and term loans relating to commercial real estate, (F) manufactured housing communities, (G) healthcare real estate,

including but not limited to independent living, assisted living and skilled nursing facilities, (H) net lease properties relating to commercial real estate, including office, retail and industrial facilities, (I) multifamily and other similar real estate assets, (J) hotels, (K) other commercial properties, (L) land, (M) indirect interests in commercial real estate through investments in private equity real estate funds and non-traded real estate investment trusts and other entities holding interests in real estate, (N) commercial real estate securities including CMBS and third–party CDO notes and (O) any other real estate or real estate related assets or investments as may be agreed to by the parties.

“REIT” means any entity that has elected to be treated as a real estate investment trust for U.S. federal income tax purposes.

“Renewal Term” has the meaning set forth in Section 11.

“RSUs” has the meaning set forth in Section 3(c)(i).

“Rules” has the meaning set forth in Section 32.

“RXR Asset Management Fee” shall mean asset management fees, non-traded REIT and similar sponsored vehicle fees and compensation, property management fees, leasing commissions, construction and development fees, incentive fees, promotes and profits interest, and any other fee related revenue of RXR Realty LLC and its Affiliates (as well as their respective successors and assigns).

“SEC” means the United States Securities and Exchange Commission.

“Service Agreement” has the meaning set forth in Section 3(c)(ii).

“Services” has the meaning set forth in Section 1(a).

“Weighted Average Shares” shall mean, for the applicable period, the number of shares of common stock and LTIPs, or other equity-based awards, excluding restricted stock units, or any other equity based awards that are subject to performance metrics that are not currently achieved, outstanding on a daily weighted average basis during such period. This calculation is intended to result in the identical number of weighted average shares that NRF uses in calculating its reported CAD per share for the applicable calendar quarter, in connection with calculating and reporting CAD for such applicable period.

EXHIBIT A

DUTIES OF ASSET MANAGER

Asset Manager is responsible, either directly or, to the extent permitted under the Agreement and as determined to be appropriate by Asset Manager, by engaging Affiliated Entities or third parties, for managing, operating, directing and supervising the operations and administration of NRF, its subsidiaries and the Real Estate Assets (other than with respect to NRF’s Debt Origination Business), subject in all circumstances and in every respect to the direction, supervision, oversight and control of the Board of Directors. Asset Manager undertakes to use its commercially reasonable efforts to implement its allocation policy and present to NRF and its subsidiaries potential suitable Investment Opportunities consistent with the investment objectives and policies of NRF and its subsidiaries, as determined and adopted from time to time by the Board of Directors, after taking into consideration the Investment Opportunities sourced by and allocated to NRF pursuant to Section 9 hereof. Asset Manager will make investment decisions on behalf of NRF, subject to the limitations in the articles of incorporation of NRF, as amended from time to time (hereinafter the “ Charter ”). Subject to the limitations set forth in this Agreement, and the continuing and exclusive authority of the Board of Directors over the management of NRF, Asset Manager may, either directly or, to the extent permitted under the Agreement and as determined to be appropriate by Asset Manager, by engaging Affiliated Entities or third parties, perform the following duties, as may be applicable as determined by Asset Manager:

1. Acquisition Services .

(i)      Serve as NRF’s investment and financial advisor and obtain certain market research and economic and statistical data in connection with NRF’s Real Estate Assets and investment objectives and policies;

(ii)      Monitor NRF’s investments in Real Estate Assets and the nature and timing of changes therein and the manner of implementing such changes (including through the sale or purchase of Real Estate Assets);

(iii)      Review all Investment Opportunities sourced by NRF and referred to Asset Manager pursuant to Section 9 hereof, and allocate those opportunities among Affiliated Entities and among the NSAM Managers, including Asset Manager, for the acquisition or origination by one or more Managed Entities, including NRF, in accordance with Asset Manager’s allocation policy, as such may be modified or amended form time to time, and in a fair and reasonable manner;

(iv)      (a) locate, analyze and select potential Real Estate Assets compatible with its obligations pursuant to Section 9 hereof and the investment objectives and policies of NRF; (b) structure and negotiate the terms and conditions of transactions pursuant to which investment in the Real Estate Assets will be made; and (c) acquire Real Estate Assets on behalf of NRF and its subsidiaries;

(v)      Perform or oversee the due diligence process related to prospective Real Estate Assets;

(vi)      Prepare reports regarding prospective investments which include recommendations and supporting documentation necessary for the Board of Directors to evaluate the prospective investments;

(vii)      Obtain reports (which may be prepared by Asset Manager or its Affiliated Entities), where appropriate, concerning the value of prospective Real Estate Assets of NRF;

(viii)      Negotiate and execute approved transactions related to Real Estate Assets and other transactions. and

(ix)      Create or arrange for the creation of special purpose vehicles and make such investments in Real Estate Assets through such special purpose vehicles on behalf of NRF when necessary or advisable.

2.      Asset Management Services .

(i)      Investigate, select, and, on behalf of NRF, engage and conduct business with such persons as Asset Manager or its Affiliated Entities deem necessary to the proper performance of its obligations hereunder or under the Affiliated Agreements, including but not limited to consultants, accountants, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, trust companies, title companies, custodians, agents for collection, insurers, insurance agents, developers, construction companies, property managers and any and all persons acting in any other capacity deemed by Asset Manager or its Affiliated Entities necessary or desirable for the performance of any of the foregoing services;

(ii)      Monitor applicable markets and obtain reports (which may be prepared by Asset Manager or its Affiliated Entities) where appropriate, concerning the value of the Real Estate Assets of NRF;

(iii)      Monitor and evaluate the performance of the Real Estate Assets of NRF provide daily management services to NRF and perform and supervise the various management and operational functions related to NRF’s Real Estate Assets;

(iv)      Formulate and oversee the implementation of strategies for the administration, promotion, management, operation, maintenance, improvement, financing and refinancing, marketing, leasing and disposition of Real Estate Assets on an overall portfolio basis;

(v)      Engage and oversee the performance by the property managers of their duties, including collection and proper deposits of rental payments and payment of property costs and expenses and maintenance;

(vi)      Conduct periodic on-site property visits to some or all (as Asset Manager or its Affiliated Entities deem reasonably necessary) of the Real Estate Assets to inspect the physical condition of the Real Estate Assets and to evaluate the performance of the property managers;

(vii)      Review, analyze and comment upon the operating budgets, capital budgets and leasing plans prepared and submitted by each property manager and aggregate these property budgets into NRF’s overall budget;

(viii)      Coordinate and manage relationships between NRF and any joint venture partners; and

(ix)      Provide financial and operational planning services and investment portfolio management functions.

3.      Accounting and Other Administrative Services .

(i)      Manage and perform the various administrative functions necessary for the management of the day-to-day operations of NRF;

(ii)      From time-to-time, or at any time reasonably requested by the Board of Directors, make reports to the Board of Directors on Asset Manager’s performance of Services to NRF under the Agreement;

(iii)      Make reports to the Board of Directors, at least annually, of the Real Estate Assets that have been purchased by NRF;

(iv)      Coordinate with NRF’s independent auditors to prepare and deliver to NRF’s audit committee an annual report covering Asset Manager’s compliance with certain material aspects of this Agreement;

(v)      Provide or arrange for administrative services and items, legal and other services, office space, office furnishings and equipment, technology, insurance, human resources, payroll, benefits and other personnel and overhead items necessary and incidental to NRF’s business and operations;

(vi)      Provide financial and operational planning services and portfolio management functions;

(vii)      Maintain accounting data and any other information concerning the activities of NRF as shall be needed to prepare and file all periodic financial reports and returns required to be filed with the SEC and any other regulatory agency, including annual financial statements;

(viii)      Maintain all appropriate books and records of NRF and its subsidiaries in accordance with U.S. GAAP;

(ix)      Oversee tax and compliance services and risk management services and coordinate with appropriate third parties, including independent accountants and other consultants, on related tax matters;

(x)      Supervise the performance of such ministerial and administrative functions as may be necessary in connection with the daily operations of NRF;

(xi)      Provide NRF with all necessary cash management services for NRF, its subsidiaries and for their properties;

(xii)      Manage and coordinate with the transfer agent the distribution process and payments to stockholders;

(xiii)      Consult with the officers of NRF and the Board of Directors, and assist in evaluating and obtaining adequate insurance coverage based upon risk management determinations;

(xiv)      Provide the officers of NRF and, the Board of Directors, with timely updates related to the overall regulatory environment affecting NRF, as well as managing compliance with such matters;

(xv)      Consult with the officers of NRF and the Board of Directors relating to the corporate governance structure and appropriate policies and procedures related thereto;

(xvi)      Oversee all reporting, record keeping, internal controls and similar matters in a manner to allow NRF to comply with applicable law, including the Sarbanes-Oxley Act of 2002; and

(xvii)      Prepare annual overall operating budgets for NRF, which shall be submitted to the Board of Directors for its approval.

4.      Stockholder Services .

(i)      Manage communications with stockholders, including answering phone calls, preparing and sending written and electronic reports and other communications; and

(ii)      Establish systems to assist in providing stockholder support and services.

5.      Financing Services .

(i)      Identify and evaluate potential financing and refinancing sources, engaging a third-party broker if necessary;

(ii)      Negotiate terms, arrange and execute financing agreements;

(iii)      Manage relationships between NRF and its lenders; and

(iv)      Monitor and oversee the service of NRF’s debt facilities and other borrowings.

6.      Disposition Services .

(i)      Consult with the Board of Directors and provide assistance with the evaluation and approval of potential asset dispositions, sales or other liquidity events; and

(ii)      Structure and negotiate the terms and conditions of transactions pursuant to which Real Estate Assets may be sold.

7.      Offering Services .

(i)      Oversee the preparation and execution of public and private offerings of equity and debt, determination of the specific terms of the securities to be offered by NRF or its subsidiaries, preparation of all offering and related documents and obtaining all required regulatory approvals of such documents;

(ii)      Identify and negotiate with underwriting firms;

(iii)      Coordinate the due diligence process relating to participating underwriting firms and their review of any registration statement and/or other offering and NRF documents;

(iv)      Coordinate the preparation of and approve investor reports and other materials contemplated to be used in the offerings;

(v)      Negotiate and coordinate with the transfer agent; and

(vi)      Perform all other services related to any offering, other than services that (a) are to be performed by the underwriters, (b) NRF elects to perform directly or (c) would require Asset Manager to register as a broker-dealer with the SEC, FINRA or any state.

8.      Property Management Services .

(i)      Manage, operate, lease and maintain all properties or hire third parties to do the same;

(ii)      Employ and/or oversee a sufficient number of capable personnel to enable it to properly manage, operate, lease and maintain the properties; and

(iii)      Prepare operating and capital budgets, marketing programs and leasing guidelines.

(iv)     

EXHIBIT B

ALLOCATION OF INVESTMENT OPPORTUNITIES

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:

(i)      investment objectives, strategy and criteria;

(ii)      cash requirements;

(iii)      effect of the investment on the diversification of the portfolio, including by geography, size of investment, type of investment and risk of investment;

(iv)      leverage policy and the availability of financing for the investment by each entity;

(v)      anticipated cash flow of the asset to be acquired;

(vi)      income tax effects of the purchase;

(vii)      the size of the investment;

(viii)      the amount of funds available;

(ix)      cost of capital;

(x)      risk return profiles;

(xi)      targeted distribution rates;

(xii)      anticipated future pipeline of suitable investments; and

(xiii)      the expected holding period of the investment and the remaining term of the Managed Entity, or itself, if applicable.

If, after consideration of the relevant factors, Asset Manager determines that an investment is equally suitable for multiple Managed Entities, including NRF, or Affiliated Entities, the investment will be allocated among the applicable NSAM Managers for acquisition or origination by one or more of the Managed Entities, including NRF, or Affiliated Entities, as applicable, on a rotating basis. If, after an investment has been allocated to NRF or any other Managed Entity or Affiliated Entity, a subsequent event or development, such as delays in structuring or closing on

the investment, makes it, in the opinion of Asset Manager, more appropriate for a different entity to fund the investment, Asset Manager may determine to place the investment with the more appropriate Managed Entity or Affiliated Entity while still giving credit to the original allocation. In certain situations, Asset Manager may determine to allow more than one Managed Entity, including NRF, or Affiliated Entity, to co-invest in a particular investment. In discharging its duties under this allocation policy, Asset Manager endeavors to allocate Investment Opportunities among the Managed Entities and Affiliated Entities in a manner that is fair and equitable over time.

Exhibit 10.2

SEPARATION AGREEMENT

By and Between

NORTHSTAR ASSET MANAGEMENT GROUP INC.

and

NORTHSTAR REALTY FINANCE CORP.

Dated as of June 30, 2014

TABLE OF CONTENTS

SEPARATION AGREEMENT

SEPARATION 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 (together with its permitted successors and assigns, including as contemplated by the Restructuring Transactions defined below, “ NorthStar Realty ”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I .

RECITALS

WHEREAS, the board of directors of NorthStar Realty has determined that it is in the best interests of NorthStar Realty and its stockholders to (i) have the NorthStar Realty Business operate separately from the Asset Management Business, (ii) contribute the Asset Management Business to NSAM, and (iii) distribute all of the outstanding NSAM common stock, par value $0.01 per share (“ NSAM Common Stock ”), on a one-for-one basis to the Recipients pursuant to the Distribution;

WHEREAS, NorthStar Realty and NSAM have prepared, and NSAM has filed with the Commission, the Form 10, which includes the Information Statement and sets forth disclosure concerning NSAM and the Distribution; and

WHEREAS, in connection with the foregoing and to set forth certain aspects of their ongoing relationship after the Separation and the Distribution, the Parties, and certain of their respective Subsidiaries and Affiliates, are entering or have entered, as applicable, into this Agreement and the Ancillary Agreements.

NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained in this Agreement, the Parties agree as follows:

ARTICLE I
DEFINITIONS

For the purpose of this Agreement, the following terms shall have the following meanings:

“ Action ” means any demand, action, suit, countersuit, arbitration, inquiry, proceeding or investigation by or before any Governmental Authority or any federal, state, local, foreign or international arbitration or mediation tribunal.

“ Affiliate ” means, when used with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, controls or is controlled by or is under common control with the Person specified. For purposes of the definition of “Affiliate,” “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through ownership of voting securities, by contract or otherwise.

“ Agent ” means the distribution agent appointed by NorthStar Realty to distribute the shares of NSAM Common Stock held by NorthStar Realty pursuant to the Distribution.

“ Agreement ” means this Separation Agreement.

“ Ancillary Agreements ” means, collectively, the Management Agreement, the Loan Origination Services Agreement, the Tax Disaffiliation Agreement, the Contribution Agreement, the Employee Matters Agreement and any instruments, assignments and other documents and agreements executed in connection with the implementation of the transactions contemplated by this Agreement, including Article II .

“ Asset Management Business ” means the Assets and Liabilities of NorthStar Asset Management Group Inc., which holds the asset management business of NorthStar Realty as conducted immediately prior to the Distribution, including the business of the broker-dealer.

“ Assets ” means assets, properties and rights (including goodwill), wherever located (including in the possession of vendors or other third parties or elsewhere), whether real, personal or mixed, tangible, intangible or contingent, in each case whether or not recorded or reflected or required to be recorded or reflected on the books and records or financial statements of any Person, including, but not limited to, the following:

(a)      all accounting and other books, records and files, whether in paper, microfilm, microfiche, computer tape or disc, magnetic tape or any other form;

(b)      all apparatus, computers and other electronic data processing equipment, fixtures, machinery, furniture, office and other equipment, and other tangible personal property;

(c)      all interests in real property of whatever nature, including easements, whether as owner, mortgagee or holder of a security interest in real property, lessor, sublessor, lessee, sublessee or otherwise;

(d)      all interests in any capital stock or other equity interests of any Subsidiary or any other Person; all bonds, notes, debentures or other securities issued by any Subsidiary or

any other Person; all loans, advances or other extensions of credit or capital contributions to any Subsidiary or any other Person; and all other investments in securities of any Person;

(e)      all license agreements, leases of personal property, open purchase orders for raw materials, supplies, parts or services, unfilled orders for the manufacture and sale of products and other contracts, agreements or commitments and all rights arising thereunder;

(f)      all letters of credit, performance bonds and other surety bonds;

(g)      all written technical information, data, specifications, research and development information, engineering drawings, operating and maintenance manuals and materials and analyses prepared by consultants and other third parties;

(h)      all Intellectual Property and Technology;

(i)      all Software;

(j)      all cost information, sales and pricing data, customer prospect lists, supplier records, customer and supplier lists, customer and vendor data, correspondence and lists, product literature, artwork, design, development and manufacturing files, vendor and customer drawings, formulations and specifications, quality records and reports and other books, records, studies, surveys, reports, plans and documents;

(k)      all prepaid expenses, trade accounts and other accounts and notes receivable;

(l)      all claims or rights against any Person arising from the ownership of any Asset, all rights in connection with any bids or offers and all claims, choses in action or similar rights, whether accrued or contingent;

(m)      all rights under Insurance Policies and all rights in the nature of insurance, indemnification or contribution;

(n)      all licenses, permits, approvals and authorizations that have been issued by any Governmental Authority;

(o)      all cash or cash equivalents, bank accounts, lock boxes and other deposit arrangements; and

(p)      all interest rate, currency, commodity or other swap, collar, cap or other hedging or similar agreements or arrangements.

“ Assigned Contract ” means (a) any contract that in NorthStar Realty’s sole judgment relates exclusively to the NSAM Business and (b) with respect to any contract that relates, but does not in NorthStar Realty’s sole judgment relate exclusively, to the NSAM Business (“ Partial Assigned Contracts ”), the portion, if any, of such Partial Assigned Contract that, in NorthStar Realty’s sole judgment, relates to the NSAM Business (the “ NSAM Portion ”).

“ Assignee ” has the meaning set forth in Section 2.05(b) .

“ Code ” means the Internal Revenue Code of 1986, as amended.

“ Commission ” means the U.S. Securities and Exchange Commission.

“ Consents ” means any consents, waivers or approvals from, or notification requirements to, any Person other than a member of either Group.

“ Contract ” means any contract, agreement, indenture, note, bond, mortgage, loan, instrument, lease, license, commitment or other arrangement, understanding, undertaking, commitment or obligation, whether written or oral.

“ Contribution Agreement ” means the Contribution Agreement to be entered into by and between NSAM and NRFC Sub-REIT Corp., on or prior to the Distribution Date.

“ Distribution ” means the distribution by NorthStar Realty of all the outstanding shares of NSAM Common Stock owned by NorthStar Realty on the Distribution Date to the Recipients on a pro-rata basis.

“ Distribution Date ” means the date determined in accordance with Section 4.02 on which the Distribution occurs.

“ Employee Matters Agreement ” means the Employee Matters Agreement to be entered into by and between NSAM and NorthStar Realty, on or prior to the Distribution Date.

“ Escalation Notice ” has the meaning set forth in Section 8.02(a) .

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended, together with the rules and regulations promulgated thereunder.

“ Excluded Assets ” means (without duplication):

(a)      the NorthStar name;

(b)      any cash and cash equivalents (other than cash and cash equivalents that are Assets of NSAM, including the Cash Contribution contemplated by Section 1 of the Contribution Agreement);

(c)      any and all other Assets owned by any member of the NorthStar Realty Group immediately prior to the Distribution, wherever such Assets may be located (other than Assets of NSAM); and

(d)      any and all Assets owned or held immediately prior to the Distribution by NorthStar Realty or any of its Subsidiaries that are not used exclusively in the NSAM Business (the intention of this clause (d) is only to rectify any inadvertent transfer or conveyance of any Assets that, had the parties given specific consideration to such Asset as of the date hereof, would have otherwise been classified as an Excluded Asset; no Asset shall be deemed to be an Excluded Asset solely as a result of this clause (d) if such Asset is within the category or type of Asset expressly covered by the terms of an Ancillary Agreement unless the party claiming entitlement to such Asset can establish that the transfer or conveyance of such Asset was inadvertent, and no Asset shall be deemed an Excluded Asset solely as a result of this clause (d) unless a claim with respect thereto is made by NorthStar Realty on or prior to the first anniversary of the Distribution Date).

“ Excluded Liabilities ” means (without duplication):

(a)      any and all Liabilities that are expressly contemplated by this Agreement or any Ancillary Agreement as Liabilities to be retained or assumed by NorthStar Realty or any other member of the NorthStar Realty Group, which include any and all Liabilities incurred by NorthStar Realty and its Affiliates, including the operation of the Asset Management Business, prior to and including the Distribution Date, except not including (i) those Liabilities for which NorthStar Realty agrees to contribute cash to NSAM in return for NSAM paying those Liabilities, or (ii) those Liabilities related to the broker-dealer business as conducted prior to the Distribution Date but owed following the Distribution Date;

(b)      any and all express agreements and obligations of any member of the NorthStar Realty Group under this Agreement or any of the Ancillary Agreements;

(c)      any and all Liabilities of a member of the NorthStar Realty Group to the extent relating to, arising out of or resulting from any Excluded Assets; and

(d)      any and all Liabilities of any members of the NorthStar Realty Group that are not Liabilities of NSAM.

“ Form 10 ” means the registration statement on Form 10 filed by NSAM with the Commission to effect the registration of NSAM Common Stock pursuant to the Exchange Act in connection with the Distribution, as such registration statement may be amended or supplemented from time to time.

“ Governmental Approvals ” means any notices, reports or other filings to be given to or made with, or any consents, registrations, approvals, permits or authorizations to be obtained from, any Governmental Authority.

“ Governmental Authority ” shall mean any federal, state, local, foreign or international court, government, department, commission, board, bureau, agency, official or other legislative, judicial, regulatory, administrative or governmental authority.

“ Group ” means either the NorthStar Realty Group or the NSAM Group, as the context requires.

“ Indemnifying Party ” has the meaning set forth in Section 5.06(a) .

“ Indemnitee ” has the meaning set forth in Section 5.06(a) .

“ Indemnity Payment ” has the meaning set forth in Section 5.06(a) .

“ Information ” means information, whether or not patentable or copyrightable, in written, oral, electronic or other tangible or intangible forms, stored in any medium, including studies, reports, records, books, contracts, instruments, surveys, discoveries, ideas, concepts, know-how, techniques, designs, specifications, drawings, blueprints, diagrams, models, prototypes, samples, flow charts, data, computer data, disks, diskettes, tapes, algorithms, computer programs or other software, marketing plans, customer names, communications by or to attorneys (including attorney-client privileged communications), memos and other materials prepared by attorneys or under their direction (including attorney work product), and other technical, financial, employee or business information or data.

“ Information Statement ” means the Information Statement, filed as an exhibit to the Form 10, to be sent to each Recipient in connection with the Distribution.

“ Insurance Policies ” means the insurance policies written by insurance carriers, including those (if any) affiliated with NorthStar Realty, pursuant to which NSAM or one or

more of its Subsidiaries after the Distribution Date (or their respective officers or directors) will be insured or self-insured parties after the Distribution Date.

“ Insurance Proceeds ” means those monies:

(a)      received by an insured (or its successor-in-interest) from an insurance carrier;

(b)      paid by an insurance carrier on behalf of the insured (or its successor-in-interest); or

(c)      received (including by way of set-off) from any third party in the nature of insurance, contribution or indemnification in respect of any Liability;

in any such case net of any applicable premium adjustments (including reserves and retrospectively rated premium adjustments) and net of any costs or expenses incurred in the collection thereof.

“ Intellectual Property ” means all of the following whether arising under the laws of the United States or of any other foreign or multinational jurisdiction: (i) patents, patent applications (including patents issued thereon) and statutory invention registrations, including reissues, divisions, continuations, continuations in part, substitutions, renewals, extensions and reexaminations of any of the foregoing, and all rights in any of the foregoing provided by international treaties or conventions, (ii) trademarks, service marks, trade names, service names, trade dress, logos and other source or business identifiers, including all goodwill associated with any of the foregoing, and any and all common law rights in and to any of the foregoing, registrations and applications for registration of any of the foregoing, all rights in and to any of the foregoing provided by international treaties or conventions, and all reissues, extensions and renewals of any of the foregoing, (iii) Internet domain names, (iv) copyrightable works, copyrights, moral rights, mask work rights, database rights and design rights, in each case, other than Software, whether or not registered, and all registrations and applications for registration of any of the foregoing, and all rights in and to any of the foregoing provided by international treaties or conventions, (v) confidential and proprietary information, including trade secrets, invention disclosures, processes and know-how, in each case, other than Software, and (vi) intellectual property rights arising from or in respect of any Technology. Intellectual Property shall not include the NorthStar name, which shall be governed by Article VII of this Agreement.

“ Intercompany Accounts ” has the meaning set forth in Section 2.04(a) .

“ Law ” means any national, supranational, federal, state, provincial, local or similar law (including common law), statute, code, order, ordinance, rule, regulation, treaty (including any income tax treaty), license, permit, authorization, approval, consent, decree, injunction, binding judicial or administrative interpretation or other requirement, in each case, enacted, promulgated, issued or entered by a Governmental Authority.

“ Liabilities ” means any and all claims, debts, demands, actions, causes of action, suits, damages, obligations, accruals, accounts payable, reckonings, bonds, indemnities and similar obligations, agreements, promises, guarantees, make-whole agreements and similar obligations, and other liabilities and requirements, including all contractual obligations, whether absolute or contingent, matured or unmatured, liquidated or unliquidated, accrued or unaccrued, known or unknown, whenever arising, and including those arising under any law, rule, regulation, Action, threatened or contemplated Action (including the costs and expenses of demands, assessments, judgments, settlements and compromises relating thereto and attorneys’ fees and any and all costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any such Actions or threatened or contemplated Actions), order or consent decree of any Governmental Authority or any award of any arbitrator or mediator of any kind, and those arising under any contract, commitment or undertaking, including those arising under this Agreement or any Ancillary Agreement, in each case, whether or not recorded or reflected or required to be recorded or reflected on the books and records or financial statements of any Person, of any nature or kind, whether or not the same would properly be reflected on a balance sheet.

“ Loan Origination Services Agreement ” means the Loan Origination Services Agreement to be entered into by and between NorthStar Realty and NSAM US LLC, a Delaware limited liability company, on or prior to the Distribution Date.

“ Management Agreement ” means the Management Agreement to be entered into by and between NSAM J-NRF Ltd, a Jersey limited company, and NorthStar Realty, on or prior to the Distribution Date.

“ NorthStar Realty ” has the meaning set forth in the caption.

“ NorthStar Realty Business ” means the business and operations of NorthStar Realty, expressly excluding the Asset Management Business, conducted immediately prior to the Distribution by any member of the NorthStar Realty Group.

“ NorthStar Realty Common Stock ” means the common stock, $0.01 par value per share, of NorthStar Realty.

“ NorthStar Realty Group ” means NorthStar Realty and each of its direct and indirect Subsidiaries, expressly excluding any entity that is a member of the NSAM Group.

“ NorthStar Realty Indemnitees ” has the meaning set forth in Section 5.03 .

“ NSAM ” has the meaning set forth in the caption.

“ NSAM Business ” means, from and after the Separation, the business and operations of any member of the NSAM Group, including the Asset Management Business contributed by NorthStar Realty to NSAM pursuant to Article II .

“ NSAM Common Stock ” has the meaning set forth in the preamble.

“ NSAM Group ” means NSAM and any of its direct or indirect Subsidiaries.

“ NSAM Indemnitees ” has the meaning set forth in Section 5.04 .

“ NYSE ” means the New York Stock Exchange.

“ Party ” shall mean either party to this Agreement, and “ Parties ” shall mean both parties to this Agreement.

“ Person ” means an individual, a general or limited partnership, a corporation, a trust, a joint venture, an unincorporated organization, a limited liability entity, any other entity and any Governmental Authority.

“ Record Holders ” means holders of record as of the Record Date of all of the shares of NorthStar Realty Common Stock that were outstanding on the Record Date.

“ Restructuring Transactions ” means (i) the merger of NorthStar Realty Finance Limited Partnership with and into NorthStar Realty Finance Corp. with NorthStar Realty Finance Corp. as the surviving corporation; (ii) the merger of NorthStar Realty Finance Corp. with and into NRFC Sub-REIT Corp. with NRFC Sub-REIT Corp. as the surviving corporation, to be re-named NorthStar Realty Finance Corp., the successor party to this Agreement; (iii) the related

transactions to be completed by NorthStar Realty and its Affiliates to facilitate the Separation; and (iv) the Separation.

“ Separation ” means (a) any actions to be taken pursuant to Article II and (b) if not addressed by Article II , any transfers of Assets and any assumptions of Liabilities, in each case, between a member of one Group and a member of the other Group, provided for in this Agreement or any Ancillary Agreement.

“ Software ” means any and all (i) computer programs, including any and all software implementation of algorithms, models and methodologies, whether in source code, object code, human readable form or other form, (ii) databases and compilations, including any and all data and collections of data, whether machine readable or otherwise, (iii) descriptions, flow charts and other work products used to design, plan, organize and develop any of the foregoing, screens, user interfaces, report formats, firmware, development tools, templates, menus, buttons and icons, and (iv) documentation, including user manuals and other training documentation, relating to any of the foregoing.

“ Specified Documents ” means the Form 10, the Information Statement and any other registration statement filed with the Commission in connection with the Distribution by or on behalf of NSAM or any other member of the NSAM Group.

“ Subsidiary ” of any Person means any corporation or other organization whether incorporated or unincorporated of which at least a majority of the securities or interests having by the terms thereof ordinary voting power to elect at least a majority of the board of directors or others performing similar functions with respect to such corporation or other organization is directly or indirectly owned or controlled by such Person or by any one or more of its Subsidiaries, or by such Person and one or more of its Subsidiaries; provided, however, that no Person that is not directly or indirectly wholly owned by any other Person shall be a Subsidiary of such other Person unless such other Person controls, or has the right, power or ability to control, that Person.

“ Tax Disaffiliation Agreement ” means the Tax Disaffiliation Agreement to be entered into by and between NSAM and NorthStar Realty, on or prior to the Distribution Date.

“ Taxes ” has the meaning set forth in the Tax Disaffiliation Agreement.

“ Technology ” means all technology, designs, formulae, algorithms, procedures, methods, discoveries, processes, techniques, ideas, know-how, research and development, technical data, tools, materials, specifications, processes, inventions (whether patentable or unpatentable and whether or not reduced to practice) apparatus, creations, improvements, works

of authorship in any media, confidential, proprietary or non-public information, and other similar materials, and all recordings, graphs, drawings, reports, analyses and other writings, and other tangible embodiments of the foregoing in any form whether or not listed herein, in each case, other than Software.

“ Third Party Claim ” means any assertion by a Person (including any Governmental Authority) who is not a member of the NorthStar Realty Group or the NSAM Group of any claim, or the commencement by any such Person of any Action, against any member of the NorthStar Realty Group or the NSAM Group.

“ Transaction Indemnitees ” has the meaning set forth in Section 5.05 .

“ Transaction Third Party Claim ” has the meaning set forth in Section 5.05 .

“ Transfer ” means to sell, assign, transfer, convey and/or deliver. The terms “Transferred” and “Transferable” shall have the correlative meanings.

“ Transfer Documents ” has the meaning set forth in Section 2.03(b) .

ARTICLE II     
THE SEPARATION

Section 2.01      Separation Transactions. On or prior to the Distribution Date, NorthStar Realty shall, and shall cause NSAM and each Subsidiary and controlled Affiliate of NorthStar Realty to, effect each of the transactions and Transfers set forth on Schedule I, which transactions and Transfers shall be accomplished substantially in the order described on and subject to the limitations set forth on Schedule I, in each case, with such modifications, if any, as NorthStar Realty shall determine are necessary or desirable for efficiency or similar purposes.

Section 2.02      Certain Agreements Govern. Notwithstanding anything in this Agreement to the contrary, each of NorthStar Realty and NSAM agrees on behalf of itself and its Subsidiaries, as applicable, that (i) the provisions of the Tax Disaffiliation Agreement shall exclusively govern the allocation of Assets and Liabilities related to Taxes and (ii) the provisions of the Employee Matters Agreement shall exclusively govern the allocation of Assets and Liabilities related to employee matters.

Section 2.03      Transfer of Assets; Assumption of Liabilities .

(a)      Prior to the Distribution:

(i)      NorthStar Realty shall, and shall cause its applicable Subsidiaries to, Transfer to NSAM or certain of NSAM’s Subsidiaries designated by NSAM, and NSAM or such NSAM Subsidiaries shall accept from NorthStar Realty and its applicable Subsidiaries, all of NorthStar Realty’s and such Subsidiaries’ respective direct or indirect right, title and interest in the Assets of the Asset Management Business existing immediately prior to the Distribution (other than the Excluded Assets) and other than those certain Assets that in the sole discretion of NSAM it shall be impracticable to Transfer prior to the Distribution, and the parties in good faith shall use commercially reasonable efforts to effect such Transfers when practicable), as provided for in the Contribution Agreement (and the other contribution agreements referenced therein);

(ii)      NSAM and certain of its Subsidiaries designated by NSAM shall accept, assume and agree faithfully to perform, discharge and fulfill all the Liabilities of the Asset Management Business (other than the Excluded Liabilities) in accordance with their respective terms. NSAM and such Subsidiaries shall be responsible for all Liabilities (other than Excluded Liabilities) of the Asset Management Business, subject to the provisions of Article V ;

(iii)      NorthStar Realty shall, and shall cause its applicable Subsidiaries to, retain and, if necessary, Transfer to certain of its other Subsidiaries designated by NorthStar Realty, and such other Subsidiaries shall accept from such applicable Subsidiaries, if necessary, NorthStar Realty’s and such applicable Subsidiaries’ respective right, title and interest in and to any Excluded Assets specified by NorthStar Realty; and

(iv)      NorthStar Realty shall and shall cause its applicable Subsidiaries, to accept and assume, if applicable, or retain as designated by NorthStar Realty, and agree faithfully to perform, discharge and fulfill the Excluded Liabilities, and NorthStar Realty and such Subsidiary shall be responsible for all Excluded Liabilities.

(b)    In furtherance of the assignment, transfer, conveyance and delivery of the Assets and the assumption of the Liabilities in accordance with Section 2.03(a) , on the date that such Assets are assigned, transferred, conveyed or delivered or such Liabilities are assumed (i) NorthStar Realty and NSAM, as applicable, shall execute and deliver, and shall cause their respective Subsidiaries to execute and deliver, such bills of sale, quitclaim deeds, stock powers, certificates of title, assignments of partnership or other interests, assignments of Contracts and other instruments of transfer, conveyance and assignment as and to the extent reasonably necessary to evidence the transfer, conveyance and assignment of all right, title and interest in and to such Assets to the applicable transferee, and (ii) NorthStar Realty and NSAM shall execute and deliver, and shall cause their respective Subsidiaries to execute and deliver, such

assumptions of Contracts and other instruments of assumption as and to the extent necessary to evidence the valid and effective assumption of such Liabilities by the applicable assignee thereof. All of the foregoing documents contemplated by this Section 2.03(b) shall be referred to collectively herein as the “ Transfer Documents .”

Section 2.04      Termination of Agreements.

(a)      Except as set forth in Section 2.04(b) , in furtherance of the releases and other provisions of Section 5.01 , each of NSAM, on the one hand, and NorthStar Realty, on the other hand, shall (i) terminate, or cause to be terminated, effective as of the Distribution Date, any and all agreements, arrangements, commitments and understandings whether or not in writing, between or among NSAM and/or any other member of the NSAM Group, on the one hand, and NorthStar Realty and/or any other member of the NorthStar Realty Group, on the other hand; and (ii) cause all intercompany accounts payable or accounts receivable (“ Intercompany Accounts ”) to be settled within a reasonable amount of time following the Distribution Date. No such terminated agreement, arrangement, commitment or understanding (including any provision thereof that purports to survive termination) shall be of any further force or effect after the Distribution Date.

(b)      The provisions of Section 2.04(a) shall not apply to any of the following agreements, arrangements, commitments, understandings or Intercompany Accounts (or to any of the provisions thereof): (i) this Agreement; (ii) the Ancillary Agreements; and (iii) each other agreement, arrangement, commitment, understanding or Intercompany Account expressly contemplated by this Agreement, the Information Statement or any Ancillary Agreement to be entered into by either Party or any other member of its Group.

Section 2.05      Transfer of Agreements; Consent. On or prior to the Distribution Date:

(a)      Subject to the provisions of this Section 2.05 and the terms of the Ancillary Agreements, with respect to Partial Assigned Contracts, (i) NorthStar Realty shall use reasonable efforts to cause each such Partial Assigned Contract to be divided into separate Contracts for each of the NorthStar Realty Business and the NSAM Business or (ii) if such a division is not possible, NorthStar Realty shall cause the NSAM Portion of such Partial Assigned Contract to be assigned to NSAM, or otherwise to cause the same economic and business terms to govern with respect to such NSAM Portion (by subcontract, sublicense or otherwise).

(b)      Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign any Assigned Contract, in whole or in

part, or any rights thereunder if the agreement to assign or attempt to assign, without the consent of a third party, would constitute a breach thereof or in any way adversely affect the rights of the assignor or the assignee (the “ Assignee ”) thereof. Until such Consent is obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of any party hereto so that the Assignee would not, in fact, receive all such rights, the parties will cooperate with each other in any alternative arrangement designed to provide for the Assignee the benefits of, and to permit the Assignee to assume liabilities under, any such Assigned Contract. The Parties shall use commercially reasonable efforts (which shall not require the payment of money to the counterparty to any such Assigned Contract) to obtain required Consents to assignment of Assigned Contracts hereunder.

Section 2.06      Certain Licenses and Permits . On or prior to the Distribution Date, all licenses, permits and authorizations issued by Governmental Authorities which exclusively relate to the NSAM Business but which are held in the name of NorthStar Realty or any of its Subsidiaries, or any of their respective employees, officers, directors, stockholders, agents, or otherwise, on behalf of NSAM (or its Subsidiaries) shall, to the extent Transferable and to the extent not requiring a Consent, approval or authorization for such Transfer, be Transferred by NorthStar Realty to NSAM.

Section 2.07      Disclaimer of Representations and Warranties . Each of NorthStar Realty (on behalf of itself and each other member of the NorthStar Realty Group) and NSAM (on behalf of itself and each other member of the NSAM Group) understands and agrees that, except as expressly set forth herein or in any Ancillary Agreement, no party to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement or any Ancillary Agreement, is representing or warranting in any way as to any Assets, businesses or Liabilities transferred or assumed as contemplated hereby or thereby, as to any Consents or approvals required in connection therewith, as to the value or freedom from any security interests of, or any other matter concerning, any Assets of such party, or as to the absence of any defenses or right of set-off or freedom from counterclaim with respect to any claim or other asset, including any accounts receivable, of any such party, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any asset or thing of value upon the execution, delivery and filing hereof or thereof. Except as may expressly be set forth herein or in any Ancillary Agreement, any such assets are being transferred on an “as is,” “where is” basis, and the respective transferees shall bear the economic and legal risks that (a) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any security interest, and (b) any necessary Governmental Approvals or other Consents are not obtained or that any requirements of laws or judgments are not complied with.

Section 2.08      Removal of Certain Guarantees; Releases from Liabilities .

(a)      Except as otherwise specified in any Ancillary Agreement, (i) NSAM shall use its commercially reasonable efforts to have, on or prior to the Distribution Date, or as soon as practicable thereafter, any member of the NorthStar Realty Group removed as guarantor of or obligor for any Liability of NSAM, and (ii) NorthStar Realty shall use its commercially reasonable efforts to have, on or prior to the Distribution Date, or as soon as practicable thereafter, any member of the NSAM Group removed as guarantor of or obligor for any Liability of NorthStar Realty.

(b)      If NSAM or NorthStar Realty, as the case may be, is unable to obtain, or to cause to be obtained, any such required removal as set forth in Section 2.08(a), the applicable guarantor or obligor shall continue to be bound as such and, unless not permitted by Law or the terms thereof, the relevant beneficiary shall or shall cause one of its Subsidiaries, as agent or subcontractor for such guarantor or obligor to pay, perform and discharge fully all the obligations or other Liabilities of such guarantor or obligor thereunder from and after the date hereof.

(c)      If (i) NSAM is unable to obtain, or to cause to be obtained, any such required removal as set forth in Section 2.08(a), or (ii) Liabilities of NSAM arise from and after the Distribution Date but before a member of the NorthStar Realty Group which is a guarantor or obligor with reference to any such Liability of NSAM is removed pursuant to Section 2.08(a), then such guarantor or obligor shall be indemnified by NSAM for all Liabilities incurred by it in its capacity as guarantor or obligor. Without limiting the foregoing, NSAM shall, or shall cause a member of the NSAM Group to, reimburse any such member of the NorthStar Realty Group which is a guarantor or obligor as soon as practicable (but in no event later than 30 days) following delivery by NorthStar Realty to NSAM of notice of a payment made pursuant to this Section 2.08 in respect of Liabilities of NSAM.

(d)      If (i) NorthStar Realty is unable to obtain, or to cause to be obtained, any such required removal as set forth in Section 2.08(a), or (ii) Liabilities of NorthStar Realty arise from and after the Distribution Date but before a member of the NSAM Group which is a guarantor or obligor with reference to any such Liability of NorthStar Realty is removed pursuant to Section 2.08(a), then such guarantor or obligor shall be indemnified by NorthStar Realty for all Liabilities incurred by it in its capacity as guarantor or obligor. Without limiting the foregoing, NorthStar Realty, shall, or shall cause a member of the NorthStar Realty Group to, reimburse any such member of the NSAM Group which is a guarantor or obligor as soon as practicable (but in no event later than 30 days) following delivery by NSAM to NorthStar Realty of notice of a payment made pursuant to this Section 2.08 in respect of NorthStar Realty Liabilities.

(e)      In the event that at any time before or after the Distribution Date NorthStar Realty identifies any letters of credit, interest rate or foreign exchange contracts, surety bonds or other Contracts (excluding guarantees) that relate primarily to the NSAM Business but for which a member of the NorthStar Realty Group has contingent, secondary, joint, several or other Liability of any nature whatsoever, NSAM shall, at its expense, take such actions and enter into such agreements and arrangements as NorthStar Realty may reasonably request to effect the release or substitution of NorthStar Realty (or a member of the NorthStar Realty Group).

(f)      In the event that at any time before or after the Distribution Date NSAM identifies any letters of credit, interest rate or foreign exchange contracts, surety bonds or other contracts (excluding guarantees) that relate primarily to the NorthStar Realty Business but for which a member of the NSAM Group has contingent, secondary, joint, several or other Liability of any nature whatsoever, NorthStar Realty shall, at its expense, take such actions and enter into such agreements and arrangements as NSAM may reasonably request to effect the release or substitution of NSAM (or a member of the NSAM Group).

(g)      The Parties shall use commercially reasonable efforts to obtain, or cause to be obtained, any Consent, substitution or amendment required to novate or assign all Liabilities of NSAM of any nature whatsoever transferred under this Agreement or an Ancillary Agreement, or to obtain in writing the unconditional release of the assignor so that in each such case, NorthStar Realty (or an appropriate member of the NorthStar Realty Group) shall be solely responsible for the Liabilities of NorthStar Realty and NSAM (or an appropriate member of the NSAM Group) shall be solely responsible for the Liabilities of NSAM; provided, however, that no Party shall be obligated to pay any consideration therefore (except for filing fees or other similar charges) to any third party from whom such Consent, substitution, amendment or release is requested. Whether or not any such consent, substitution, amendment or release is obtained, nothing in this Section 2.08 shall in any way limit the obligations of the Parties under Article V.

Section 2.09      Inadvertent or Incorrect Transfers or Omissions of Assets or Liabilities.

(a)      In the event that it is discovered after the Distribution that there was an inadvertent or incorrect omission of the Transfer or assignment by or on behalf of one Party to or on behalf of the other Party of any Asset or Liability that, in the sole judgment of NSAM, had the Parties given specific consideration to such Asset or Liability prior to the Distribution, would have otherwise caused to be so Transferred or assigned pursuant to this Agreement or any Ancillary Agreement, then upon such a determination by NSAM, the Parties shall promptly

effect such Transfer or assignment of such Asset or Liability, without payment of separate consideration therefor.

(b)      In the event that it is discovered after the Distribution that there was an inadvertent or incorrect Transfer or assignment by or on behalf of one Party to or on behalf of the other Party of any Asset or Liability that, in the sole judgment of NSAM, had the Parties given specific consideration to such Asset or Liability prior to the Distribution, would have otherwise not have been so Transferred or assigned pursuant to this Agreement or any Ancillary Agreement, then upon such a determination by NSAM, the Parties shall promptly unwind such Transfer or assignment of such Asset or Liability and return such Asset to, or cause the assumption of such Liability by, the appropriate Party, without payment of separate consideration therefor.

(c)      The Parties hereby agree that to the extent any such Transfer or assignment, or any such unwind of Transfer or assignment, as provided pursuant to Section 2.09(a) or Section 2.09(b) above, is effected after the Distribution Date, such Transfer or assignment or such unwind of Transfer or assignment shall be given effect for all purposes as if such action had occurred as of the Distribution Date.

ARTICLE III     
ACTIONS PENDING THE DISTRIBUTION

Section 3.01      Actions Prior to the Distribution.

(a)      Subject to Section 3.02 and Section 4.02 , NorthStar Realty and NSAM shall use reasonable efforts to consummate the Distribution, including by taking the actions specified in this Section 3.01 .

(b)      Prior to the Distribution Date, NorthStar Realty shall mail the Information Statement to the Recipients.

(c)      NSAM shall use reasonable efforts to take all such action, if any, as may be necessary or appropriate to have NSAM Common Stock listed on the NYSE prior to the Distribution Date.

(d)      NorthStar Realty and NSAM shall use reasonable efforts to take all such action, if any, as may be necessary or appropriate under the state securities or blue sky laws in connection with the transactions contemplated by this Agreement and the Ancillary Agreements.

(e)      NorthStar Realty and NSAM shall cooperate in preparing, filing with the Commission and causing to become effective any registration statements or amendments thereof which are necessary or appropriate in order to effect the transactions contemplated hereby.

(f)      Prior to the Distribution Date, NRFC Sub-REIT Corp., as sole stockholder of NSAM prior to the Distribution, shall duly elect, as members of the NSAM board of directors, the individuals listed as members of the NSAM board of directors in the Information Statement, and such individuals shall continue to be members of the NSAM board of directors on the Distribution Date.

(g)      Prior to the Distribution Date, the Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws of NSAM, in substantially the forms filed as exhibits to the Form 10, shall be in effect.

Section 3.02      Conditions Precedent to Consummation of the Distribution. The obligations of the Parties to consummate the Distribution shall be conditioned on the satisfaction, or waiver by NorthStar Realty, of the following conditions:

(b)      The Form 10 shall have been filed with the Commission and declared effective by the Commission, no stop order suspending the effectiveness of the Form 10 shall be in effect, no proceedings for such purpose shall be pending before or threatened by the Commission and the Information Statement shall have been mailed to the Recipients.

(c)      Each Ancillary Agreement shall have been duly executed and delivered by each party thereto and shall be in force and effect.

(d)      No order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation or the Distribution shall be in effect, and no other event outside the control of NorthStar Realty shall have occurred or failed to occur that prevents the consummation of the Separation or the Distribution.

(e)      The Restructuring Transactions shall have been completed.

(f)      NSAM shall have effected a one-for-two reverse stock split of NSAM Common Stock.

(g)      NRFC Sub-REIT Corp. or its subsidiaries shall contribute to NSAM 100% of the ownership interests in the Asset Management Business.

(h)      NRFC Sub-REIT Corp. shall contribute $100,000,000 in cash, plus $17,900,000 in cash for any expenses that NSAM or its Affiliates incurs (i) in connection with the Spin-Off and (ii) in connection with the establishment of its co-sponsored non-traded public company with RXR Realty LLC. To the extent that such expenses incurred by NSAM exceed $17,900,000, then NRFC Sub-REIT Corp. shall pay to NSAM such additional amount incurred; provided, however, that to the extent such expenses do not exceed $17,900,000, the balance shall be returned to NorthStar Realty.

(i)      Except as otherwise set forth in this Agreement or any Ancillary Agreement, all costs and expenses incurred on or prior to the Distribution Date (whether or not paid on or prior to the Distribution Date) in connection with the preparation, execution, delivery, printing and implementation of this Agreement and any Ancillary Agreement, the Information Statement, the Registration Statement and the Distribution and the consummation of the transactions contemplated thereby, shall be charged to NSAM and paid by NSAM with funds received from NorthStar Realty in connection with its initial cash contribution to NSAM, a portion of such contribution specifically intended to cover such expenses. Except as otherwise set forth in this Agreement or any Ancillary Agreement, each Party shall bear its own costs and expenses incurred after the Distribution Date. Any amount or expense to be paid or reimbursed by any Party to any other Party shall be so paid or reimbursed promptly after the existence and amount of such obligation is determined and written demand therefor is made.

(j)      Opinions from Kramer Levin Naftalis & Frankel LLP shall have been received to the effect that, for U.S. federal income tax purposes: (i) steps (i) and (ii) of the Restructuring Transactions will be tax-free; and (ii) the Distribution should be tax-free to NorthStar Realty and its stockholders.

(k)      No other events or developments shall have occurred or exist prior to the Distribution Date that, in the judgment of the board of directors of NorthStar Realty, would result in the Distribution having a material adverse effect on NorthStar Realty or on the stockholders of NorthStar Realty.

(l)      NorthStar Realty shall have effected a one-for-two reverse stock split of NorthStar Realty Common Stock.

(m)      NSAM Common Stock shall be listed on the NYSE, subject to official notice of issuance.

(n)      Any material Governmental Approvals and any other material Consents necessary to consummate the Restructuring Transactions, the Separation and the Distribution shall have been obtained and be in full force and effect.

(o)      There shall not be pending any litigation or other proceeding: (i) challenging or seeking to restrain or prohibit the consummation of the Separation or the Distribution; or (ii) seeking to limit the effect of the Separation or the Distribution or the operation of the NorthStar Realty Business or NSAM Business after the Separation or the Distribution.

(p)      The actions set forth in Section 3.01(b) , Section 3.01(d) , Section 3.01(f) , and Section 3.01(g) shall have been completed.

The foregoing conditions are for the sole benefit of NorthStar Realty and shall not give rise to or create any duty on the part of NorthStar Realty or the NorthStar Realty board of directors to waive or not waive such conditions or in any way limit the right of NorthStar Realty to terminate this Agreement as set forth in Article X or alter the consequences of any such termination from those specified in such Article. Any determination made by the NorthStar Realty board of directors prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.02 shall be conclusive.

ARTICLE IV     
THE DISTRIBUTION

Section 4.01      The Distribution.

(q)      NSAM shall cooperate with NorthStar Realty to accomplish the Distribution and shall, at the direction of NorthStar Realty, promptly take any and all actions necessary or desirable to effect the Distribution. NorthStar Realty shall select any Agent in connection with the Distribution, as well as any financial printer, solicitation and/or exchange agent and financial, legal, accounting and other advisors for NorthStar Realty. NorthStar Realty and NSAM, as the case may be, will use all reasonable measures to provide, or cause the applicable member of its Group to provide, to the Agent all share certificates, if any, and any information as may be required in order to complete the Distribution.

(r)      Subject to the terms and conditions set forth in this Agreement, on the Distribution Date, NorthStar Realty shall instruct the Agent to distribute, with respect to Recipients, by means of a pro-rata distribution to each Recipient (or such Recipient’s bank or brokerage firm on such Recipient’s behalf) electronically, by direct registration in book-entry form, one share of NSAM Common Stock for every one share of NorthStar Realty Common

Stock held by such Record Holder on the Record Date, provided that NSAM Common Stock distributed with respect to NorthStar Realty Common Stock granted as equity compensation will be subject to the terms of the plans or award agreements governing such NorthStar Realty Common Stock. It is the intent of the foregoing that the Distribution be effected on a pro rata, as if converted basis. The Distribution shall be effective at 11:59 p.m. New York City time on the Distribution Date.

Section 4.02      Sole Discretion of NorthStar Realty. NorthStar Realty shall, in its sole and absolute discretion, determine the Distribution Date and all terms of the Distribution, including the form, structure and terms of any transactions and/or offerings to effect the Distribution and the timing of and conditions to the consummation thereof. In addition and notwithstanding anything to the contrary set forth herein, NorthStar Realty may at any time and from time to time until the completion of the Distribution decide to abandon the Distribution or modify or change the terms of the Distribution, including by accelerating or delaying the timing of the consummation of all or part of the Distribution.

ARTICLE V     
MUTUAL RELEASES; PENDING, THREATENED AND UNASSERTED CLAIMS; INDEMNIFICATION

Section 5.01      Release of Pre-Closing Claims.

(c)      Except as provided in Section 5.01(c) , effective as of the Distribution Date, NSAM does hereby, for itself and each other member of the NSAM Group, their respective Affiliates (other than any member of the NorthStar Realty Group), successors and assigns, and all Persons who at any time prior to the Distribution Date have been stockholders, directors, officers, agents or employees of any member of the NSAM Group (in each case, in their respective capacities as such), release and forever discharge NorthStar Realty and the other members of the NorthStar Realty Group, their respective Affiliates (other than any member of the NSAM Group), successors and assigns, and all Persons who at any time prior to the Distribution Date have been stockholders, directors, officers, agents or employees of any member of the NorthStar Realty Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns, from any and all Liabilities (other than Excluded Liabilities) to or of the NSAM Group whatsoever, whether at law or in equity (including any right of contribution), whether arising under any Contract or agreement, by operation of law or otherwise, existing or arising from any acts or events occurring or failing to occur or alleged to have occurred or to have failed to occur or any conditions existing or alleged to have existed on or before the Distribution Date, including in

connection with the transactions and all other activities to implement the Separation or the Distribution.

(d)      Except as provided in Section 5.01(c) , effective as of the Distribution Date, NorthStar Realty does hereby, for itself and each other member of the NorthStar Realty Group, their respective Affiliates (other than any member of the NSAM Group), successors and assigns, and all Persons who at any time prior to the Distribution Date have been stockholders, directors, officers, agents or employees of any member of the NorthStar Realty Group (in each case, in their respective capacities as such), release and forever discharge NSAM, the other members of the NSAM Group, their respective Affiliates (other than any member of the NorthStar Realty Group), successors and assigns, and all Persons who at any time prior to the Distribution Date have been stockholders, directors, officers, agents or employees of any member of the NSAM Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns, from any and all Liabilities to or of the NorthStar Realty Group whatsoever, whether at law or in equity (including any right of contribution), whether arising under any Contract or agreement, by operation of law or otherwise, existing or arising from any acts or events occurring or failing to occur or alleged to have occurred or to have failed to occur or any conditions existing or alleged to have existed on or before the Distribution Date, including in connection with the transactions and all other activities to implement the Separation or the Distribution.

(e)      Nothing contained in Section 5.01(a) or Section 5.01(b) shall impair any right of any Person to enforce this Agreement, any Ancillary Agreement or any agreements, arrangements, commitments or understandings that are specified in Section 2.04(b) not to terminate as of the Distribution Date, in each case in accordance with its terms. Nothing contained in Section 5.01(a) or Section 5.01(b) shall release any Person from:

(i)      any Liability provided in or resulting from any agreement among any members of the NorthStar Realty Group or the NSAM Group that is specified in Section 2.04(b) as not to terminate as of the Distribution Date, or any other Liability specified in such Section 2.04(b) as not to terminate as of the Distribution Date;

(ii)      any Liability, contingent or otherwise, assumed, transferred, assigned or allocated to the Group of which such Person is a member in accordance with, or any other Liability of any member of any Group under, this Agreement or any Ancillary Agreement;

(iii)      any Liability that the Parties may have with respect to indemnification or contribution pursuant to this Agreement for claims brought against the

Parties or the members of their respective Groups or any of their respective Subsidiaries or Affiliates or any of the respective directors, officers, employees or agents of any of the foregoing by third Persons, which Liability shall be governed by the provisions of this Article V and, if applicable, the appropriate provisions of the Ancillary Agreements; or

(iv)      any Liability the release of which would result in the release of any Person other than a Person released pursuant to this Section 5.01 .

In addition, nothing contained in Section 5.01(a) shall release NorthStar Realty from honoring its existing obligations to indemnify any director, officer or employee of NSAM or any of its Subsidiaries on or prior to the Distribution Date who was a director, officer or employee of NorthStar Realty or any of its Subsidiaries on or prior to the Distribution Date, to the extent such director, officer or employee becomes a named defendant in any litigation involving NorthStar Realty or any of its Subsidiaries and was entitled to such indemnification pursuant to then-existing obligations.

(f)      NSAM shall not make, and shall not permit any other member of the NSAM Group to make, any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification, against NorthStar Realty or any other member of the NorthStar Realty Group, or any other Person released pursuant to Section 5.01(a) , with respect to any Liabilities released pursuant to Section 5.01(a) . NorthStar Realty shall not make, and shall not permit any other member of the NorthStar Realty Group to make, any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification, against NSAM or any other member of the NSAM Group, or any other Person released pursuant to Section 5.01(b) , with respect to any Liabilities released pursuant to Section 5.01(b) .

(g)      It is the intent of each of NorthStar Realty and NSAM, by virtue of the provisions of this Section 5.01 , to provide for a full and complete release and discharge of all Liabilities existing or arising from all acts and events occurring or failing to occur or alleged to have occurred or to have failed to occur and all conditions existing or alleged to have existed on or before the Distribution Date, between or among NSAM or any other member of the NSAM Group, on the one hand, and NorthStar Realty or any other member of the NorthStar Realty Group, on the other hand (including any contractual agreements or arrangements existing or alleged to exist between or among any such members on or before the Distribution Date), except as expressly set forth in Section 5.01(c) . At any time, at the reasonable request of the other Party, each Party shall cause each member of its respective Group to execute and deliver releases reflecting the provisions hereof.

Section 5.02      Pending, Threatened and Unasserted Claims . NorthStar Realty shall assume liability for all pending, threatened and unasserted Claims relating to actions or omissions occurring prior to the Distribution relating to the NSAM Business and NSAM shall be responsible for all Claims relating to actions or omissions occurring after the Distribution that relate to the NSAM Business. To the extent a Claim relates to a series of actions relating to the NSAM Business occurring both before and after the Distribution, NSAM shall allocate liability for such Claims between NSAM and NorthStar Realty on a pro-rata basis or such other means as NSAM determines to be reasonable. In the event of any third-party Claims that name both Parties as defendants but that do not primarily relate to either the NSAM Business or the NorthStar Realty Business, each Party will cooperate with the other Party to defend against such Claims. Each Party will cooperate in defending any Claims against the other for events that are related to the Distribution, but may have taken place prior to, on or after the Distribution Date.

Section 5.03      Indemnification by NSAM. Except as provided in Section 5.06, NSAM shall indemnify, defend and hold harmless NorthStar Realty, each other member of the NorthStar Realty Group and each of their respective former and current directors, officers and employees, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “NorthStar Realty Indemnitees”), from and against any and all Liabilities (other than Excluded Liabilities) of the NorthStar Realty Indemnitees relating to, arising out of or resulting from any of the following items (without duplication):

(a)      the NSAM Business, including the failure of NSAM or any other member of the NSAM Group or any other Person to pay, perform or otherwise promptly discharge any Liability relating to, arising out of or resulting from the NSAM Business in accordance with its terms after the Distribution Date; and

(b)      any breach by NSAM or any other member of the NSAM Group of this Agreement or any of the Ancillary Agreements.

Section 5.04      Indemnification by NorthStar Realty . Except as provided in Section 5.06, NorthStar Realty shall indemnify, defend and hold harmless NSAM, each other member of the NSAM Group and each of their respective former and current directors, officers and employees, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “NSAM Indemnitees”), from and against any and all Liabilities of the NSAM Indemnitees relating to, arising out of or resulting from any of the following items (without duplication):

(a)      the NorthStar Realty Business, including the failure of NorthStar Realty or any other member of the NorthStar Realty Group or any other Person to pay, perform or

otherwise promptly discharge any Liability relating to, arising out of or resulting from the NorthStar Realty Business in accordance with its terms, whether prior to or after the Distribution Date or the date hereof;

(b)      the Asset Management Business as conducted by Subsidiaries of NorthStar Realty prior to the Distribution; and

(c)      any breach by NorthStar Realty or any other member of the NorthStar Realty Group of this Agreement or any of the Ancillary Agreements.

Section 5.05      Indemnification of Third Party Claims. Except as provided in Section 5.06 and subject to any contrary provision in any Ancillary Agreement, each Party shall indemnify, defend and hold harmless the other Party, each other member of such other Party’s Group and each of their respective former and current directors, officers and employees, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “Transaction Indemnitees”), from and against any Liabilities of the Transaction Indemnitees relating to, arising out of or resulting from any Third Party Claim as to which such Transaction Indemnitees are entitled to indemnification under this Agreement, including any Third Party Claim relating to, arising out of or resulting from any untrue statement or alleged untrue statement of a material fact contained in any Specified Document or any omission or alleged omission to state a material fact in any Specified Document required to be stated therein or necessary to make the statements therein not misleading (any such Third Party Claim, a “Transaction Third Party Claim”).

Section 5.06      Indemnification Obligations Net of Insurance Proceeds and Other Amounts.

(d)      The Parties intend that any Liability subject to indemnification or reimbursement pursuant to this Article V will be net of Insurance Proceeds that actually reduce the amount of, or are paid to the applicable Indemnitee in respect of, such Liability. Accordingly, the amount that either Party (an “ Indemnifying Party ”) is required to pay to any Person entitled to indemnification hereunder (an “ Indemnitee ”) will be reduced by any Insurance Proceeds theretofore actually recovered by or on behalf of the Indemnitee in respect of the related Liability. If an Indemnitee receives a payment (an “ Indemnity Payment ”) required by this Agreement from an Indemnifying Party in respect of any Liability and subsequently receives Insurance Proceeds in respect of such Liability, then the Indemnitee will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if such Insurance Proceeds had been received, realized or recovered before the Indemnity Payment was made.

(e)      An insurer that would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or have any subrogation rights with respect thereto by virtue of the indemnification provisions hereof, it being expressly understood and agreed that no insurer or any other third party shall be entitled to a “wind-fall” (i.e., a benefit they would not be entitled to receive in the absence of the indemnification provisions) by virtue of the indemnification provisions hereof. Nothing contained in this Agreement or any Ancillary Agreement shall obligate any member of any Group to seek to collect or recover any Insurance Proceeds.

Section 5.07      Procedures for Indemnification of Third Party Claims.

(a)      If an Indemnitee shall receive notice or otherwise learn of a Third Party Claim with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to Section 5.03 , Section 5.04 or Section 5.05 or any other Section of this Agreement or any Ancillary Agreement, such Indemnitee shall give such Indemnifying Party written notice thereof within 10 days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnitee or other Person to give notice as provided in this Section 5.07(a) shall not relieve the related Indemnifying Party of its obligations under this Article V , except to the extent that such Indemnifying Party is actually materially prejudiced by such failure to give notice and then only to the extent of such prejudice.

(b)      An Indemnifying Party may elect to defend, at such Indemnifying Party’s own expense (subject to the requirement to share expenses related to the defense of Transaction Third Party Claims pursuant to Section 5.05 ) and by such Indemnifying Party’s own counsel, any Third Party Claim. Within 20 days after the receipt of notice from an Indemnitee in accordance with Section 5.07(a) (or sooner, if the nature of such Third Party Claim so requires), the Indemnifying Party shall notify the Indemnitee of its election as to whether the Indemnifying Party will assume responsibility for defending such Third Party Claim. After notice from an Indemnifying Party to an Indemnitee of its election to assume the defense of a Third Party Claim, such Indemnitee shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, but (subject to Section 5.05 ) the fees and expenses of such counsel shall be the expense of such Indemnitee, except that the Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnitee (i) for any period during which the Indemnifying Party has not assumed the defense of such Third Party Claim (other than during any period in which the Indemnitee shall have failed to give notice of the Third Party Claim in accordance with Section 5.07(a) ), and (ii) if a conflict exists between

the positions of Indemnifying Party and Indemnitee and Indemnitee believes it is in Indemnitee’s best interest to obtain independent counsel.

(c)      If an Indemnifying Party elects not to assume responsibility for defending a Third Party Claim, or fails to notify an Indemnitee of its election as provided in Section 5.07(b) , such Indemnitee may defend such Third Party Claim at the cost and expense of the Indemnifying Party (subject to the requirement to share expenses related to the defense of Transaction Third Party Claims pursuant to Section 5.05 ).

(d)      If an Indemnifying Party elects to assume the defense of a Third Party Claim in accordance with the terms of this Agreement, the Indemnitee shall agree to any settlement, compromise or discharge of such Third Party Claim that the Indemnifying Party may recommend and that by its terms obligates the Indemnifying Party to pay the full amount of the liability in connection with such Third Party Claim and that releases the Indemnified Party completely in connection with such Third Party Claim, provided that Indemnitee shall not be required to admit any fault.

(e)      No Indemnifying Party shall consent to entry of any judgment or enter into any settlement of any Third Party Claim without the consent of the applicable Indemnitee or Indemnitees if the effect thereof is to permit any injunction, declaratory judgment, other order or other nonmonetary relief to be entered, directly or indirectly, against any Indemnitee.

(f)      Whether or not the Indemnifying Party assumes the defense of a Third Party Claim, no Indemnitee shall admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party’s prior written consent.

(g)      The provisions of Section 5.07 (other than this Section 5.07(g) ) and Section 5.08 shall not apply to Taxes (which are covered by the Tax Disaffiliation Agreement).

Section 5.08      Additional Matters.

(a)      Any claim on account of a Liability that does not result from a Third Party Claim shall be asserted by written notice given by the Indemnitee to the related Indemnifying Party. Such Indemnifying Party shall have a period of 30 days after the receipt of such notice within which to respond thereto. If such Indemnifying Party does not respond within such 30-day period, such Indemnifying Party shall be deemed to have refused to accept responsibility to make payment. If such Indemnifying Party does not respond within such 30-day period or rejects such claim in whole or in part, such Indemnitee shall be free to pursue such remedies as may be available to such Party as contemplated by this Agreement and the Ancillary Agreements.

(b)      In the event of payment by or on behalf of any Indemnifying Party to any Indemnitee in connection with any Third Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnitee as to any events or circumstances in respect of which such Indemnitee may have any right, defense or claim relating to such Third Party Claim against any claimant or plaintiff asserting such Third Party Claim or against any other Person. Such Indemnitee shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right, defense or claim.

(c)      In the event of an Action in which the Indemnifying Party is not a named defendant, if either the Indemnitee or Indemnifying Party shall so request, the Parties shall endeavor to substitute the Indemnifying Party for the, or add the Indemnifying Party as an additional, named defendant, if at all practicable. If such substitution or addition cannot be achieved for any reason or is not requested, the named defendant shall allow the Indemnifying Party to manage the Action as set forth in this Section, and the Indemnifying Party shall fully indemnify the named defendant against all costs of defending the Action (including court costs, sanctions imposed by a court, attorneys’ fees, experts’ fees and all other external expenses), the costs of any judgment or settlement and the cost of any interest or penalties relating to any judgment or settlement.

Section 5.09      Remedies Cumulative. The remedies provided in this Article V shall be cumulative and, subject to the provisions of Article IX, shall not preclude assertion by any Indemnitee of any other rights or the seeking of any and all other remedies against any Indemnifying Party.

Section 5.10      Survival of Indemnities . The rights and obligations of each of NorthStar Realty and NSAM and their respective Indemnitees under this Article V shall survive the sale or other transfer by any party of any Assets or the assignment by it of any Liabilities.

ARTICLE VI     
EXCHANGE OF INFORMATION; CONFIDENTIALITY

Section 6.01      Agreement for Exchange of Information; Archives.

(c)      Each of NorthStar Realty and NSAM, on behalf of its Group, agrees to provide, or cause to be provided, to the other Group, at any time before the Distribution Date or until the fifth anniversary of the date of this Agreement, as soon as reasonably practicable after written request therefor, any Information in the possession or under the control of such Group that the requesting Party reasonably needs (i) to comply with reporting, disclosure, filing or other

requirements imposed on the requesting Party or any member of its Group (including under applicable securities or tax laws) by a Governmental Authority having jurisdiction over the requesting Party or such member, (ii) for use in any other judicial, regulatory, administrative, tax or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, tax or other similar requirements, in each case other than claims or allegations that one Party to this Agreement has against the other, or (iii) to comply with its obligations under this Agreement or any Ancillary Agreement; provided , however , that in the event that either Party determines that any such provision of Information could be commercially detrimental, violate any Law or agreement or waive any attorney-client privilege, the Parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence.

(d)      After the Distribution Date and until the fifth anniversary thereof, each of NorthStar Realty and NSAM shall have access during regular business hours (as in effect from time to time) to the documents that relate, in the case of NorthStar Realty, to the NorthStar Realty Business that are located in archives retained or maintained by NSAM or, in the case of NSAM, to the NSAM Business that are located in archives retained or maintained by NorthStar Realty. Each of NorthStar Realty and NSAM may obtain copies (but not originals) of documents for bona fide business purposes and may obtain objects for exhibition purposes for commercially reasonable periods of time if required for bona fide business purposes, provided that the Party receiving such objects shall cause any such objects to be returned promptly in the same condition in which they were delivered to such Party and that each of NorthStar Realty and NSAM shall comply with any rules, procedures or other requirements, and shall be subject to any restrictions (including prohibitions on removal of specified objects), that are then applicable to the other. Nothing herein shall be deemed to restrict the access of any member of the NorthStar Realty Group or NSAM Group to any such documents or objects or to impose any liability on any member of the NorthStar Realty Group or the NSAM Group, as applicable, if any such documents are not maintained or preserved by NorthStar Realty or NSAM, as applicable.

(e)      After the Distribution Date and until the fifth anniversary of the date hereof, each of NorthStar Realty and NSAM (i) shall maintain, or cause to be maintained, in effect at its own cost and expense adequate systems and controls to the extent necessary to enable the members of the other Group to satisfy their respective reporting, accounting, audit and other obligations and (ii) shall provide, or cause to be provided, to the other Party in such form as such other Party shall reasonably request, at no charge to the requesting Party, all financial and other data and information as such requesting Party reasonably determines necessary or advisable in order to prepare its financial statements and reports or filings with any Governmental Authority.

Section 6.02      Ownership of Information. Any Information owned by one Group that is provided to a requesting Party pursuant to Section 6.01 shall be deemed to remain the property of the providing Party. Unless specifically set forth herein, nothing contained in this Agreement shall be construed as granting or conferring rights of license or otherwise in any such Information.

Section 6.03      Compensation for Providing Information . Except as set forth in Section 6.01(c), the Party requesting Information agrees to reimburse the other Party for the reasonable costs, if any, of creating, gathering and copying such Information, to the extent that such costs are incurred for the benefit of the requesting Party. Except as may be otherwise specifically provided elsewhere in this Agreement or in any other agreement between the Parties, such costs shall be computed in accordance with the providing Party’s standard methodology and procedures.

Section 6.04      Limitations on Liability . Neither Party shall have any liability to the other Party in the event that any Information exchanged or provided pursuant to this Agreement that is an estimate or forecast, or that is based on an estimate or forecast, is found to be inaccurate in the absence of willful misconduct by the Party providing such Information. Neither Party shall have any liability to the other Party if any Information is destroyed after reasonable efforts by such Party to comply with the provisions of Section 6.01.

Section 6.05      Other Agreements Providing for Exchange of Information . The rights and obligations granted under this Article VI are subject to any specific limitations, qualifications or additional provisions on the sharing, exchange, retention or confidential treatment of Information set forth in any Ancillary Agreement.

Section 6.06      Production of Witnesses; Records; Cooperation.

(h)      After the Distribution Date, except in the case of an adversarial Action by one Party against the other Party, each Party shall use reasonable efforts to make available to the other Party, upon written request, the former, current and future directors, officers, employees, other personnel and agents of the members of its Group as witnesses and any books, records or other documents within its control or that it otherwise has the ability to make available, to the extent that any such person (giving consideration to business demands of such directors, officers, employees, other personnel and agents) or books, records or other documents may reasonably be required in connection with any Action in which the requesting Party may from time to time be involved, regardless of whether such Action is a matter with respect to which indemnification may be sought hereunder. The requesting Party shall, except as otherwise required by Article VI , bear all costs and expenses in connection therewith.

(i)      If an Indemnifying Party chooses to defend or to seek to compromise or settle any Third Party Claim, the other Party shall make available to such Indemnifying Party, upon written request, the former, current and future directors, officers, employees, other personnel and agents of the members of its Group as witnesses and any books, records or other documents within its control or that it otherwise has the ability to make available, to the extent that any such person (giving consideration to business demands of such directors, officers, employees, other personnel and agents) or books, records or other documents may reasonably be required in connection with such defense, compromise or settlement, and shall otherwise cooperate in such defense, compromise or settlement.

(j)      Without limiting any provision of this Section, each of the Parties agrees to cooperate, and to cause each member of its Group to cooperate, with the other Party in the defense of any infringement or similar claim with respect to any Intellectual Property, and shall not acknowledge, or permit any member of its Group to acknowledge, the validity, enforceability, misappropriation or infringing use of any Intellectual Property of a third Person in a manner that would hamper or undermine the defense of such infringement, misappropriation or similar claim except as required by Law.

(k)      The obligation of the Parties to provide witnesses pursuant to this Section 6.06 is intended to be interpreted to facilitate cooperation and shall include the obligation to provide as witnesses inventors and other officers without regard to whether the witness or the employer of the witness could assert a possible business conflict (subject to the exception set forth in the first sentence of Section 6.06(a) ).

(l)      In connection with any matter contemplated by this Section 6.06 , the Parties will enter into a mutually acceptable joint defense agreement so as to maintain to the extent practicable any applicable attorney-client privilege or work product immunity of any member of either Group.

Section 6.07      Confidentiality.

(d)      Subject to Section 6.08 , each of NorthStar Realty and NSAM, on behalf of itself and each other member of its Group, agrees to hold, and to cause its directors, officers, employees, agents, accountants, counsel and other advisors and representatives to hold, in strict confidence, with at least the same degree of care that applies to confidential and proprietary Information of NorthStar Realty pursuant to policies in effect as of the Distribution Date, all Information concerning the other Group that is either in its possession (including Information in its possession prior to the Distribution Date) or furnished by the other Group or its directors, officers, employees, agents, accountants, counsel and other advisors and representatives at any

time pursuant to this Agreement, any Ancillary Agreement or otherwise, and shall not use any such Information other than for such purposes as shall be expressly permitted hereunder or thereunder, except, in each case, to the extent that such Information has been (i) in the public domain through no fault of such Party or any other member of such Group or any of their respective directors, officers, employees, agents, accountants, counsel and other advisors and representatives, (ii) later lawfully acquired from other sources by such Party (or any other member of such Party’s Group), which sources are not known by such Party to be themselves bound by a confidentiality obligation, or (iii) independently generated without reference to any proprietary or confidential Information of any member of the other Group.

(e)      Each Party agrees not to release or disclose, or permit to be released or disclosed, any such Information (excluding Information described in clauses (i), (ii) and (iii) of Section 6.07(a) ) to any other Person, except its directors, officers, employees, agents, accountants, counsel and other advisors and representatives who need to know such Information (who shall be advised of their obligations hereunder with respect to such Information), except in compliance with Section 6.08 . Without limiting the foregoing, when any Information is no longer needed for the purposes contemplated by this Agreement or any Ancillary Agreement, each Party will promptly, after request of the other Party, either return the Information to the other Party in a tangible form (including all copies thereof and all notes, extracts or summaries based thereon) or certify to the other Party that any Information not returned in a tangible form (including any such Information that exists in an electronic form) has been destroyed (and such copies thereof and such notes, extracts or summaries based thereon).

Section 6.08      Protective Arrangements. In the event that either Party or any other member of its Group either determines on the advice of its counsel that it is required to disclose any Information pursuant to applicable law or receives any demand under lawful process or from any Governmental Authority to disclose or provide Information of the other Party (or any other member of the other Party’s Group) that is subject to the confidentiality provisions hereof, such Party shall, to the extent permitted by law, notify the other Party as soon as practicable prior to disclosing or providing such Information and shall cooperate, at the expense of the requesting Party, in seeking any reasonable protective arrangements requested by such other Party. Subject to the foregoing, the Person that received such request may thereafter disclose or provide Information to the extent required by such law (as so advised by counsel) or by lawful process or such Governmental Authority.

ARTICLE VII     

THE NORTHSTAR NAME

Section 7.01      The NorthStar Name. To the extent that NorthStar and its Affiliates have a proprietary interest in the name “NorthStar,” NorthStar hereby grants to NSAM a non-transferable, non-assignable, non-exclusive royalty-free right and license to use the name “NorthStar.” Further, NSAM shall have the right to provide such non-transferable, non-assignable, non-exclusive royalty-free right and license to use the “NorthStar” name to any non-traded REIT or other vehicle or entity that NSAM manages or may manage in the future or in which NSAM has an economic interest, directly or indirectly.

ARTICLE VIII     
DISPUTE RESOLUTION

Section 8.01      Disputes. Subject to Section 11.13 and except as otherwise specifically provided in any Ancillary Agreement, the procedures for discussion, negotiation and mediation set forth in this Article VIII shall apply to all disputes, controversies or claims (whether arising in contract, tort or otherwise) that may arise out of or relate to, or arise under or in connection with, this Agreement or any Ancillary Agreement, or the transactions contemplated hereby or thereby (including all actions taken in furtherance of the transactions contemplated hereby or thereby on or prior to the date hereof), or the commercial or economic relationship of the parties relating hereto or thereto, between or among any members of the NorthStar Realty Group, on the one hand, and any members of the NSAM Group, on the other hand.

Section 8.02      Escalation; Mediation.

(h)      It is the intent of the Parties to use reasonable efforts to resolve expeditiously any dispute, controversy or claim between or among them with respect to the matters covered hereby that may arise from time to time on a mutually acceptable negotiated basis. In furtherance of the foregoing, a Party involved in a dispute, controversy or claim may deliver a notice (an “ Escalation Notice ”) demanding an in-person meeting involving representatives of the Parties at a senior level of management (or if the Parties agree, of the appropriate strategic business unit or division within such entity). A copy of any such Escalation Notice shall be given to the General Counsel, or like officer or official, of the Party involved in the dispute, controversy or claim (which copy shall state that it is an Escalation Notice pursuant to this Agreement). Any agenda, location or procedures for such discussions or negotiations between the Parties may be established by the Parties from time to time; provided , however , that the Parties shall use reasonable efforts to meet within 30 days of the Escalation Notice.

(i)      If the Parties are not able to resolve the dispute, controversy or claim through the escalation process referred to above, then the matter shall be referred to mediation.

The Parties shall retain a mediator to aid the Parties in their discussions and negotiations by informally providing advice to the Parties. Any opinion expressed by the mediator shall be strictly advisory and shall not be binding on the Parties or be admissible in any other proceeding. The mediator may be chosen from a list of mediators previously selected by the Parties or by other agreement of the Parties. Costs of the mediation shall be borne equally by the Parties involved in the matter, except that each Party shall be responsible for its own expenses. Mediation shall be a prerequisite to the commencement of any Action by either Party against the other Party.

(j)      In the event that any resolution of any dispute, controversy or claim pursuant to the procedures set forth in Section 8.02(a) or Section 8.02(b) in any way affects an agreement or arrangement between either of the Parties and a third party insurance carrier, the consent of such third party insurance carrier to such resolution, to the extent such consent is required, shall be obtained before such resolution can take effect.

Section 8.03      Court Actions.

(f)      In the event that either Party, after complying with the provisions set forth in Section 8.02 , desires to commence an Action, such Party may submit the dispute, controversy or claim (or such series of related disputes, controversies or claims) to any court of competent jurisdiction.

(g)      Unless otherwise agreed in writing, the Parties will continue to provide service and honor all other commitments under this Agreement and each Ancillary Agreement during the course of dispute resolution pursuant to the provisions of this Article VIII with respect to all matters not subject to such dispute, controversy or claim.

ARTICLE IX     
FURTHER ASSURANCES AND ADDITIONAL COVENANTS

Section 9.01      Further Assurances.

(a)      In addition to the actions specifically provided for elsewhere in this Agreement, each of the Parties shall, subject to Section 3.02 and Section 4.02 , use reasonable efforts, prior to, on and after the Distribution Date, to take, or cause to be taken, all actions, and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable laws, regulations and agreements, including amending or modifying this Agreement and the Ancillary Agreements, to the extent necessary to reflect the intent of the parties in entering into the transactions contemplated by this Agreement and the Ancillary Agreements, including those

set forth in Schedule I, to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements, including those set forth in Schedule I .

(b)      Without limiting the foregoing, prior to, on and after the Distribution Date, each Party shall cooperate with the other Party, without any further consideration, but at the expense of the requesting Party, (i) to execute and deliver, or use reasonable efforts to execute and deliver, or cause to be executed and delivered, all instruments, including any bills of sale, stock powers, certificates of title, assignments of Contracts and other instruments of conveyance, assignment and transfer as such Party may reasonably be requested to execute and deliver by the other Party, (ii) to make, or cause to be made, all filings with, and to obtain, or cause to be obtained, all Consents, approvals or authorizations of, any Governmental Authority or any other Person under any permit, license, agreement, indenture or other instrument, (iii) to obtain, or cause to be obtained, any Governmental Approvals or other Consents required to effect the Separation or the Distribution and (iv) to take, or cause to be taken, all such other actions as such Party may reasonably be requested to take by the other Party from time to time, consistent with the terms of this Agreement and the Ancillary Agreements, in order to effect the provisions and purposes of this Agreement and the Ancillary Agreements and any transfers of Assets or assignments and assumptions of Liabilities hereunder or thereunder and the other transactions contemplated hereby and thereby.

(c)      On or prior to the Distribution Date, NorthStar Realty and NSAM, in their respective capacities as direct and indirect stockholders of their respective Subsidiaries, as applicable, shall each ratify any actions that are reasonably necessary or desirable to be taken by any member of the NSAM Group or the NorthStar Realty Group, as the case may be, to effect the transactions contemplated by this Agreement.

(d)      Prior to the Distribution Date, if either Party identifies any commercial or other service that is needed to assure a smooth and orderly transition of its business in connection with the consummation of the transactions contemplated hereby, and that is not otherwise governed by the provisions of this Agreement or any Ancillary Agreement, the Parties will cooperate in determining whether there is a mutually acceptable arm’s-length basis on which the other Party will provide such service.

Section 9.02      Insurance Matters. NorthStar Realty and NSAM agree to cooperate in good faith to provide for an orderly transition of insurance coverage from the date hereof through the Distribution Date and for the treatment of any Insurance Policies that will remain in effect following the Distribution Date on a mutually agreeable basis. In no event shall NorthStar Realty, any other member of the NorthStar Realty Group or any NorthStar Realty Indemnitee have liability or obligation whatsoever to any member of the NSAM Group or any

NSAM Indemnitee in the event that any Insurance Policy or other contract or policy of insurance shall be terminated or otherwise cease to be in effect for any reason, shall be unavailable or inadequate to cover any Liability of any member of the NSAM Group or any NSAM Indemnitee for any reason whatsoever or shall not be renewed or extended beyond the current expiration date. For the avoidance of doubt, all pre-Distribution claims shall be made under NorthStar Realty’s existing insurance policies and post-Distribution claims shall be made under NSAM insurance policies. The right to proceeds and the obligation to incur certain deductibles under certain insurance policies shall be allocated on a pro-rata basis. On the Distribution Date, NSAM shall be required to have in place all insurance programs to comply with NSAM’s contractual obligations and as reasonably necessary for the NSAM Business, and NorthStar Realty shall be required, subject to the terms of this Agreement, to obtain certain directors and officers Insurance Policies to apply against pre-Distribution claims.

ARTICLE X     
TERMINATION

Section 10.01      Termination. This Agreement may be terminated by NorthStar Realty at any time, in its sole discretion, prior to the Distribution Date.

Section 10.02      Effect of Termination. In the event of any termination of this Agreement prior to the Distribution Date, neither Party (or any of its directors or officers) shall have any Liability or further obligation to the other Party.

ARTICLE XI     
MISCELLANEOUS

Section 11.01      Counterparts; Entire Agreement; Corporate Power.

(a)      This Agreement and each Ancillary Agreement may be executed in one or more counterparts, including by facsimile or by e-mail delivery of a “.pdf” format data file, all of which shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each party hereto or thereto and delivered to the other parties hereto or thereto.

(b)      This Agreement, the Ancillary Agreements and the exhibits, schedules and appendices hereto and thereto contain the entire agreement between the Parties with respect to the subject matter hereof, supersede all previous agreements, negotiations, discussions, writings, understandings, commitments and conversations with respect to such subject matter and there are no agreements or understandings between the Parties with respect to the subject matter hereof other than those set forth or referred to herein or therein; provided , however , that nothing

contained herein or in any Ancillary Agreement shall modify or amend the terms of the Management Agreement, and to the extent of any conflict between the terms of the Management Agreement and this Agreement, the terms of the Management Agreement shall control.

(c)      NorthStar Realty represents on behalf of itself and each other member of the NorthStar Realty Group, and NSAM represents on behalf of itself and each other member of the NSAM Group, as follows:

(i)      each such Person has the requisite corporate or other power and authority and has taken all corporate or other action necessary in order to execute, deliver and perform each of this Agreement and each Ancillary Agreement to which it is a party and to consummate the transactions contemplated hereby and thereby; and

(ii)      this Agreement and each Ancillary Agreement to which it is a party has been (or, in the case of any Ancillary Agreement, will be on or prior to the Distribution Date) duly executed and delivered by it and constitutes, or will constitute, a valid and binding agreement of it enforceable in accordance with the terms thereof.

Section 11.02      Governing Law . THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN THE STATE OF NEW YORK AND WITHOUT REGARD TO ITS CHOICE OF LAW PRINCIPLES.

Section 11.03      Assignability . This Agreement shall not be assignable, in whole or in part, directly or indirectly, by any Party without the prior written Consent of the other Party, and any attempt to assign any rights or obligations under this Agreement without such Consent shall be void; provided that either Party may assign this Agreement to a purchaser of all or substantially all of the properties and assets of such Party so long as such purchase expressly assumes, in a written instrument in form reasonably satisfactory to the non-assigning Party, the due and punctual performance or observance of every agreement and covenant of this Agreement on the part of the assigning Party to be performed or observed.

Section 11.04      Successors and Assigns . The provisions to the Agreement shall be binding upon, inure to the benefit of and be enforceable by the Parties and their respective successors and permitted assigns.

Section 11.05      Third Party Beneficiaries . Except for the indemnification rights under this Agreement of any NorthStar Realty Indemnitee or NSAM Indemnitee in their respective capacities as such, (a) the provisions of this Agreement and each Ancillary Agreement are solely for the benefit of the parties hereto or thereto and are not intended to confer upon any

Person except the parties hereto or thereto any rights or remedies hereunder or thereunder and (b) there are no third party beneficiaries of this Agreement or any Ancillary Agreement and neither this Agreement nor any Ancillary Agreement shall provide any third person with any remedy, claim, liability, reimbursement, cause of action or other right in excess of those existing without reference to this Agreement or any Ancillary Agreement. Without limiting the generality of the foregoing, this Agreement is solely for the benefit of the Parties hereto, and no current or former director, officer, employee or independent contractor of any member of the NorthStar Realty Group or any member of the NSAM Group or any other individual associated therewith (including any beneficiary or dependent thereof) shall be regarded for any purpose as a third-party beneficiary of this Agreement, and no provision of this Agreement shall create such rights in any such Persons in respect of any benefits that may be provided, directly or indirectly, under any benefit plan, program, policy, agreement or arrangement of any member of the NorthStar Realty Group or any member of the NSAM Group. No provision of this Agreement shall constitute a limitation on the rights to amend, modify or terminate any benefit plans, programs, policies, agreements or arrangements of any member of the NorthStar Realty Group or any member of the NSAM Group, and nothing herein shall be construed as an amendment to any such benefit plan, program, policy, agreement or arrangement. No provision of this Agreement shall require any member of the NorthStar Realty Group or any member of the NSAM Group to continue the employment of any employee of any member of the NorthStar Realty Group or any member of the NSAM Group for any specific period of time following the Distribution Date.

Section 11.06      Notices . All notices or other communications under this Agreement or any Ancillary Agreement shall be in writing and shall be deemed to be duly given when (a) delivered in person, (b) sent by electronic mail, (c) sent by telecopier (except that, if not sent during normal business hours for the recipient, then at the opening of business on the next business day for the recipient) to the fax numbers set forth below or (d) deposited in the United States mail or private express mail, postage prepaid, addressed as follows:

If to NorthStar Realty, to:

NorthStar Realty Finance Corp.
399 Park Avenue, 18th Floor New York, New York 10022
Attn: General Counsel
Fax: (212) 547-2700

If to NSAM to:
NorthStar Asset Management Group Inc. 399 Park Avenue, 18th Floor New York, New York 10022 Attn: General Counsel Fax: (212) 547-2700

Either Party may, by notice to the other Party, change the address to which such notices are to be given.

Section 11.07      Severability . If any provision of this Agreement or any Ancillary Agreement or the application thereof to any Person or circumstance is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof or thereof, or the application of such provision to Persons or circumstances or in jurisdictions other than those as to which it has been held invalid or unenforceable, shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby, so long as the economic or legal substance of the transactions contemplated hereby or thereby, as the case may be, is not affected in any manner materially adverse to either Party. Upon any such determination, the Parties shall negotiate in good faith in an effort to agree upon a suitable and equitable provision to effect the original intent of the Parties.

Section 11.08      Publicity. Prior to the Distribution, each of NSAM and NorthStar Realty shall consult with each other prior to issuing any press releases or otherwise making public statements with respect to the Distribution or any of the other transactions contemplated hereby and prior to making any filings with any Governmental Authority with respect thereto.

Section 11.09      Expenses. Except as expressly set forth in this Agreement or in any Ancillary Agreement, all third party fees, costs and expenses paid or incurred in connection with the Separation and the Distribution will be paid by NorthStar Realty.

Section 11.10      Headings. The article, section and paragraph headings contained in this Agreement and in the Ancillary Agreements are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement or any Ancillary Agreement.

Section 11.11      Survival of Covenants . Except as expressly set forth in this Agreement or any Ancillary Agreement, (a) the covenants in this Agreement and the liabilities for the breach of any obligations in this Agreement and (b) any covenants, representations or warranties contained in any Ancillary Agreement and any liabilities for the breach of any obligations contained in any Ancillary Agreement, in each case, shall survive each of the Separation and the Distribution and shall remain in full force and effect.

Section 11.12      Waivers of Default. Waiver by any party hereto or to any Ancillary Agreement of any default by any other party hereto or thereto of any provision of this Agreement or such Ancillary Agreement shall not be deemed a waiver by the waiving party of any subsequent or other default.

Section 11.13      Specific Performance. Subject to Section 4.02 and notwithstanding the procedures set forth in Article VIII, in the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement or any Ancillary Agreement, the party or parties who are to be hereby or thereby aggrieved shall have the right to specific performance and injunctive or other equitable relief of its rights under this Agreement or such Ancillary Agreement, in addition to any and all other rights and remedies at law or in equity, and all such rights and remedies shall be cumulative. The other party or parties shall not oppose the granting of such relief. The parties to this Agreement and any Ancillary Agreement agree that the remedies at law for any breach or threatened breach hereof or thereof, including monetary damages, are inadequate compensation for any loss and that any defense in any action for specific performance that a remedy at law would be adequate is waived. Any requirements for the securing or posting of any bond with such remedy are waived.

Section 11.14      Amendments . No provisions of this Agreement or any Ancillary Agreement shall be deemed waived, amended, supplemented or modified by any party hereto or thereto, unless such waiver, amendment, supplement or modification is in writing and signed by the authorized representative of the party against whom it is sought to enforce such waiver, amendment, supplement or modification.

Section 11.15      Interpretation . Words in the singular shall be held to include the plural and vice versa and words of one gender shall be held to include the other genders as the context requires. The terms “hereof,” “herein, “and “herewith” and words of similar import, unless otherwise stated, shall be construed to refer to this Agreement or the applicable Ancillary Agreement as a whole (including all of the schedules and annexes hereto or thereto) and not to any particular provision of this Agreement or such Ancillary Agreement. Article, Section, Schedule and Annex references are to the articles, sections, schedules and annexes of or to this Agreement or the applicable Ancillary Agreement unless otherwise specified. Any reference herein to this Agreement or any Ancillary Agreement, unless otherwise stated, shall be construed to refer to this Agreement or such Ancillary Agreement as amended, supplemented or otherwise modified from time to time, as permitted by Section 11.14 and the terms of any applicable provision in any Ancillary Agreement. The word “including” and words of similar import when used in this Agreement (or the applicable Ancillary Agreement) shall mean “including, without limitation,” unless the context otherwise requires or unless otherwise specified. The word “or”

shall not be exclusive. There shall be no presumption of interpreting this Agreement or any provision hereof against the draftsperson of this Agreement or any such provision.

Section 11.16      Jurisdiction; Service of Process. Any action or proceeding arising out of or relating to this Agreement or any Ancillary Agreement shall be brought in the courts of the State of New York located in the County of New York or in the United States District Court for the Southern District of New York (if any party to such action or proceeding has or can acquire jurisdiction), and each of the parties hereto or thereto irrevocably submits to the exclusive jurisdiction of each such court in any such action or proceeding, waives any objection it may now or hereafter have to venue or to convenience of forum, agrees that all claims in respect of the action or proceeding shall be heard and determined only in any such court and agrees not to bring any action or proceeding arising out of or relating to this Agreement or any Ancillary Agreement in any other court. The parties to this Agreement or any Ancillary Agreement agree that any of them may file a copy of this paragraph with any court as written evidence of the knowing, voluntary and bargained agreement between the parties hereto and thereto irrevocably to waive any objections to venue or to convenience of forum. Process in any action or proceeding referred to in the first sentence of this Section may be served on any party to this Agreement or any Ancillary Agreement anywhere in the world.

Section 11.17      Waiver of Jury Trial . EACH PARTY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES (TO THE EXTENT PERMITTED BY APPLICABLE LAW) ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY OF ANY DISPUTE ARISING UNDER OR RELATING TO THIS AGREEMENT AND AGREES THAT ANY SUCH DISPUTE SHALL BE TRIED BEFORE A JUDGE SITTING WITHOUT A JURY.

[ Signature Page Follows ]

IN WITNESS WHEREOF, the Parties have caused this Separation Agreement to be executed as of the date first written above by their duly authorized representatives.

Schedule I

Separation Transactions

Exhibit 10.3

CONTRIBUTION AGREEMENT

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 ”).

RECITALS

WHEREAS, NorthStar Realty Finance Corp., a Maryland corporation (“ NorthStar Realty ”), and NSAM will be parties to a Separation Agreement, dated as of June 30, 2014 (the “ Separation Agreement ”), pursuant to which NorthStar Realty will (i) spin-off its asset management business into a separate publicly traded company, NSAM (the “ Spin-Off ”), and (ii) distribute to the Recipients (as defined in the Separation Agreement) all of the outstanding common stock of NSAM in accordance with the terms of the Distribution (as defined in the Separation Agreement);

WHEREAS, NorthStar Realty and its affiliates have taken substantial steps to facilitate the Spin-Off, which will include the merger of NorthStar Realty Finance Limited Partnership, a Delaware limited partnership (the “ Operating Partnership ”), with and into NorthStar Realty, and the merger of NorthStar Realty with and into Sub-REIT (collectively, the “ Reorganization ”);

WHEREAS, in connection with the transactions described on Annex I hereto (the “ Separation Transactions ”) and to further capitalize NSAM, Sub-REIT has transferred, or caused its subsidiaries to transfer, all of the equity interests in certain of its subsidiaries to certain subsidiaries of NSAM on or prior to the date hereof pursuant to the contribution agreements attached on Annex II hereto and Sub-REIT desires to contribute to NSAM $100,000,000 in cash plus an additional amount for any expenses that NSAM incurs (i) in connection with the Spin-Off and (ii) in connection with the establishment of its co-sponsored non-traded public company with RXR Realty LLC (collectively, the “ Contribution ”) in exchange for additional shares of NSAM’s common stock; and

WHEREAS, in consideration of the substantial actions and expense that have been taken in connection with the Reorganization and the Spin-Off, the parties hereto are entering into this Agreement to bind each other to effect the Contribution as part of the Separation Transactions.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are acknowledged by this Agreement, the parties agree as follows:

1. Contribution and Issuance of NSAM Shares . In connection with the Separation Transactions, Sub-REIT hereby agrees to contribute $100,000,000 in cash, plus $17,900,000 in cash for any expenses that NSAM or its affiliates incurs (i) in connection with the Spin-Off and (ii) in connection with the establishment of its co-sponsored non-traded public company with RXR Realty LLC, to NSAM by wire transfer of Federal (same-day) funds to the account specified by NSAM to Sub-REIT. To the extent that such expenses incurred by NSAM exceed $17,900,000, then Sub-REIT shall pay to NSAM such additional amount incurred; provided, however, that to the extent such expenses do not exceed $17,900,000, NSAM shall return any such remaining balance to Sub-REIT. In exchange for the Contribution (including the contribution of the equity interests pursuant to the contribution agreements attached on Annex II hereto), NSAM hereby agrees to issue to Sub-REIT an amount of shares of NSAM common stock equal to the amount of shares of common stock of Sub-REIT that will be outstanding as of 5:01 PM on June 30, 2014, after giving effect to the 1-for-2 reverse stock split of Sub-REIT, minus the number of shares of NSAM common stock owned by Sub-REIT prior to such issuance. It is the intention of the parties hereto that after the shares of NSAM common stock are issued to Sub-REIT pursuant to this section, Sub-REIT shall own an amount of NSAM common stock that is equivalent to the number of shares of common stock of Sub-REIT that are outstanding as of 5:01 PM on June 30, 2014, after giving effect to the 1-for-2 reverse stock split of Sub-REIT.

2.      Further Assurances . Each party hereto agrees to take such further actions as may be reasonably necessary to effect the transactions contemplated by this Agreement, including the Separation Transactions, and cooperate in all matters relating to the Separation Transactions. Such cooperation shall include, but not be limited to, obtaining all consents, licenses, sublicenses or approvals necessary for such party to effect the Separation Transactions.

3.      Complete Agreement; Construction . This Agreement, including the Annex hereto, shall constitute the entire agreement between the parties with respect to the subject matter hereof and shall supersede all previous negotiations, commitments and writings with respect to such subject matter.

4.      Counterparts . This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more such counterparts have been signed by each of the parties hereto and delivered to each other party.

5.      Waivers . The failure of any party to require strict performance by any other party of any provision in this Agreement shall not waive or diminish that party’s right to demand strict performance thereafter of that or any other provision hereof.

6.      Amendments . This Agreement may not be modified or amended except by an agreement in writing signed by each of the parties hereto.

7.      Assignment . This Agreement shall not be assignable, in whole or in part, directly or indirectly, by any party hereto without the prior written consent of each other party hereto, and any attempt to assign any rights or obligations arising under this Agreement without such consent shall be void; provided that any party may assign this Agreement to a purchaser of all or substantially all of the properties and assets of such party so long as such purchaser expressly assumes, in a written instrument in form reasonably satisfactory to the non-assigning parties, the due and punctual performance or observance of every agreement and covenant of this Agreement on the part of the assigning party to be performed or observed.

8.      Third-Party Beneficiaries . This Agreement is solely for the benefit of the parties hereto and shall not be deemed to confer upon any other person any remedy, claim, liability, reimbursement, cause of action or other right of any kind.

9.      Titles and Headings . Titles and headings to Sections herein are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.

10.      Annex . The Annex shall be construed with and as an integral part of this Agreement to the same extent as if the same had been set forth verbatim herein.

11.      Governing Law . THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN THE STATE OF NEW YORK AND WITHOUT REGARD TO ITS CHOICE OF LAW PRINCIPLES.

12.      Waiver of Jury Trial . The parties hereto hereby irrevocably waive any and all right to trial by jury in any legal proceeding arising out of or related to this Agreement.

13.      Specific Performance . From and after the Distribution Date (as defined in the Separation Agreement), in the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement, the parties agree that the party to this Agreement who is or is to be thereby aggrieved shall have the right to specific performance and injunctive or other equitable relief of its rights under this Agreement, in addition to any and all

other rights and remedies at law or in equity, and all such rights and remedies shall be cumulative. The parties agree that, from and after the Distribution Date (as defined in the Separation Agreement), the remedies at law for any breach or threatened breach of this Agreement, including monetary damages, are inadequate compensation for any loss, that any defense in any action for specific performance that a remedy at law would be adequate is hereby waived, and that any requirements for the securing or posting of any bond with such remedy are hereby waived.

14.      Severability . In the event any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby. The parties hereto shall endeavor in good faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions, the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

[ Signature Page Follows ]

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

[ Signature Page to Contribution Agreement ]

Annex I

Separation Transactions

Annex II

Contribution Agreements

(See Attached)

Exhibit 10.4

LOAN ORIGINATION SERVICES AGREEMENT

TABLE OF CONTENTS

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 ”).

RECITALS

WHEREAS, NorthStar Realty and NorthStar Asset Management Group Inc., a Delaware corporation (“NSAM Parent”) are parties to a Separation Agreement, dated as of June 30, 2014 (the “ Separation Agreement ”), pursuant to which NorthStar Realty will (i) spin-off its asset management business into a separate publicly traded company, NSAM Parent, and (ii) distribute to the Recipients (as defined in the Separation Agreement) all of the outstanding common stock, par value $0.01 per share, of NSAM Parent in accordance with the terms of the Distribution (as defined in the Separation Agreement);

WHEREAS, following the Distribution, NSAM Parent will operate the NSAM Business (as defined in the Separation Agreement), and NorthStar Realty will operate the NorthStar Realty Business (as defined in the Separation Agreement); and

WHEREAS, following the Distribution, NorthStar Realty desires to receive, and NSAM is willing to provide, or cause to be provided, certain services in connection with NorthStar Realty’s loan origination business for commercial real estate debt and preferred equity (the “ Loan Origination Business ”), subject to the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained in this Agreement, the parties agree as follows:

1. Definitions.

(a)      Capitalized terms used herein and not otherwise defined have the meanings given to such terms in the Separation Agreement.

(b)      For the purposes of this Agreement, the following terms shall have the following meanings:

“ Affiliate ” means, when used with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, controls or is controlled by or is under common control with the Person specified. For purposes of the definition of “Affiliate,” “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through ownership of voting securities, by contract or otherwise. For the avoidance of doubt, for purposes of this Agreement, neither NorthStar Realty or its Subsidiaries shall be considered an Affiliate of NSAM or its Affiliates.

“ Agreement ” means this Loan Origination Services Agreement.

“ Distribution Date ” means the effective date of the Distribution.

“ Material Adverse Effect ” means a material adverse effect on the business, results of operations, financial condition and assets of NorthStar Realty and its subsidiaries, taken as a whole. The parties understand and agree that the following, either alone or in

combination, shall be excluded from consideration when evaluating the existence of a Material Adverse Effect: (i) changes or effects in the general economic conditions; (ii) changes or effects in general market conditions, including the securities, credit or financial markets; (iii) fluctuations in the market value of common stock (or other debt or equity securities) on the New York Stock Exchange, any other market or otherwise; (iv) changes in GAAP; (v) changes or effects, including legal, tax or regulatory changes, that generally affect the industry in which NorthStar Realty operates; (vi) any failure by NorthStar Realty to meet internal projections, plans or forecasts for any period; (vii) changes or effects that directly arise out of or are directly attributable to the negotiation, execution, public announcement or performance of this Agreement or the compliance with the provisions hereof; (viii) changes or effects that arise out of or are attributable to the commencement, occurrence, continuation or intensification of any war, sabotage, armed hostilities or acts of terrorism; and (ix) the effects of earthquakes, hurricanes or other natural disasters.

“ Person ” means any individual, partnership, corporation, limited liability company, trust or other entity.

“ Providing Party ” means NSAM and any Affiliate of NSAM, in each case in its capacity as providing a Service hereunder.

“ Receiving Party ” means NorthStar Realty and any Subsidiary of NorthStar Realty, in each case in its capacity as receiving a Service hereunder.

“ Services ” means the services that the Providing Party will provide to the Receiving Party, which shall be such general and administrative services as have historically supported the Loan Origination Business consistent with past practice, including accounting and human resources services, and any Additional Services.

“ Subsidiary ” of any Person means any corporation or other organization whether incorporated or unincorporated of which at least a majority of the securities or interests having by the terms thereof ordinary voting power to elect at least a majority of the board of directors or others performing similar functions with respect to such corporation or other organization is directly or indirectly owned or controlled by such Person or by any one or more of its Subsidiaries, or by such Person and one or more of its Subsidiaries; provided, however, that no Person that is not directly or indirectly wholly owned by any other Person shall be a Subsidiary of such other Person unless such other Person controls, or has the right, power or ability to control, that Person.

“ Term ” means, collectively, the Initial Term and any Renewal Term hereof.

2.      Provision of Services.

(a)      Generally . Subject to the terms and conditions of this Agreement, the Providing Party shall provide, or cause to be provided, to the Receiving Party, solely for the benefit of the Loan Origination Business in the ordinary course of business, the Services, commencing on the Distribution Date through the respective period for the particular Service provided (each such period, a “ Service Period ”), unless such respective Service Period is earlier terminated in accordance with Section 5 .

(b)      Additional Services . From time to time after the date hereof, the parties may identify additional services that the Providing Party will provide to the Receiving Party in accordance with the terms of this Agreement (the “ Additional Services ”). The parties shall cooperate and act in good faith to agree on the terms pursuant to which any such Additional Service shall be provided. Notwithstanding the foregoing, the Providing Party shall have no obligation to agree to provide Additional Services.

(c)      The Services shall be performed on Business Days during hours that constitute regular business hours for each of NorthStar Realty and NSAM, unless otherwise agreed. The Receiving Party shall not, nor shall any member of its Group, resell, subcontract, license, sublicense or otherwise transfer any of the Services to any Person whatsoever or permit use of any of the Services by any Person other than by the Receiving Party and its Affiliates directly in connection with the conduct of the Loan Origination Business in the ordinary course of business.

(d)      Notwithstanding anything to the contrary in this Section 2 (but subject to the second succeeding sentence), the Providing Party shall have the exclusive right to select, employ, pay, supervise, administer, direct and discharge any of its employees who will perform Services. The Providing Party shall be responsible for paying such employees’ compensation and providing to such employees any benefits relating to their performance of the Services on behalf of the Providing Party. With respect to each Service, the Providing Party shall use commercially reasonable efforts to have qualified individuals participate in the provision of such Service; provided , however , that (i) the Providing Party shall not be obligated to have any individual participate in the provision of any Service if the Providing Party determines that such participation would adversely affect the Providing Party or its Affiliates; and (ii) none of the Providing Party or its Affiliates shall be required to continue to employ any particular individual during the applicable Service Period.

(e)      Each of the Receiving Party and the Providing Party acknowledges that the purpose of this Agreement is to enable the Receiving Party to receive the applicable Services. Accordingly, at all times from and after the Distribution Date, each of the Receiving Party and the Receiving Party’s Group, on the one hand, and the Providing Party and the Providing Party’s Group, on the other hand, shall use commercially reasonable efforts to make or obtain, or cause to be made or obtained, any filings, registrations, approvals, permits or licenses; implement, or cause to be implemented, any systems; purchase, or cause to be purchased, any equipment; and take, or cause to be taken, any and all other actions, in each case necessary or advisable to enable it to provide for the Services for itself as soon as reasonably practical, and in any event prior to the expiration of the relevant Service Periods. For the avoidance of doubt, the Providing Party shall not be required to provide any Service for a period longer than the applicable Service Period.

3.      Standard of Performance.

(a)      The Providing Party shall use commercially reasonable efforts to provide, or cause to be provided, to the Receiving Party and the Receiving Party’s Group, as applicable, each Service in a manner generally consistent with the manner and level of care (but no less than a reasonable degree of care) with which such Service was provided to the Loan Origination

Business immediately prior to the Distribution Date (or, with respect to any Service not provided prior to the Distribution Date, generally consistent with the manner and level of care with which such Service would be performed by the Providing Party for its own behalf) (the “ Performance Standard ”), unless otherwise specified in this Agreement. Notwithstanding the foregoing, the Providing Party shall have no obligation hereunder to provide to the Receiving Party (i) any improvements, upgrades, updates, substitutions, modifications or enhancements to any of the Services unless otherwise specified, or (ii) any Service to the extent that the need for such Service arises, directly or indirectly, from the acquisition by the Receiving Party or any member of its Group, outside the ordinary course of business, of any assets of, or any equity interest in, any Person. The Receiving Party acknowledges and agrees that the Providing Party may be providing services similar to the Services provided hereunder and/or services that involve the same resources as those used to provide the Services to its and its Affiliates’ business units and other third parties, and, accordingly, the Providing Party reserves the right to modify any of the Services or the manner in which any of the Services are provided in the ordinary course of business; provided , however , that no such modification shall materially diminish the Services or have a materially adverse effect on the Loan Origination.

(b)      The Providing Party will use commercially reasonable efforts not to establish priorities, as between the Providing Party and its Affiliates, on the one hand, and the Receiving Party and its Affiliates, on the other hand, as to the provision of any Service, and will use commercially reasonable efforts to provide the Services within a timeframe so as not to materially disrupt the business of the Receiving Party. Notwithstanding the foregoing, the Receiving Party acknowledges and agrees that, due to the nature of the Services, the Providing Party shall have the right to establish reasonable priorities as between the Providing Party and its Affiliates, on the one hand, and the Receiving Party and its Affiliates, on the other hand, as to the provision of any Service if the Providing Party determines that such priorities are necessary to avoid any adverse effect to the Providing Party and its Affiliates. If any such priorities are established, the Providing Party shall advise the Receiving Party as soon as possible of any Services that will be delayed as a result of such prioritization, and will use commercially reasonable efforts to minimize the duration and impact of such delays.

4.      Fees for Services.

(a) As compensation for a particular Service, the Providing Party acknowledges and agrees that it is receiving full and adequate consideration pursuant to that certain Asset Management Agreement (the “ Asset Management Agreement ”), dated as of June 30, 2014, by and among NorthStar Realty and NSAM J-NRF Ltd, a Jersey limited liability company, for each Service, and no further consideration shall be due and payable hereunder for each Service during the term of the Asset Management Agreement.

(b)     If the Asset Management Agreement terminates during the Initial Term or any Renewal Term (as defined herein), then as compensation for a particular Service, the Receiving Party agrees to pay to the Providing Party the fees calculated for each Service, calculated based on the fair market value of the Service, as mutually agreed to by the parties.

(c)      The Providing Party may engage third-party contractors, at a reasonable cost, to perform any of the Services, to provide professional services related to any of the Services, or to provide any secretarial, administrative, telephone, e-mail or other services necessary or ancillary to the Services (collectively, the “ Ancillary Services ”) (all of which may be contracted for separately by the Providing Party on behalf of the Receiving Party).

(d)      The Providing Party may cause any third party to which amounts are payable by or for the account of the Receiving Party in connection with Services or Ancillary Services to issue a separate invoice to the Receiving Party for such amounts. The Receiving Party shall pay or cause to be paid any such separate third-party invoice in accordance with the payment terms thereof. In the event the Providing Party does use its own funds for any such payments to any third party, the Receiving Party shall reimburse the Providing Party for such payments as invoiced by the Providing Party within 30 days following the date of delivery of such invoice from the Providing Party.

(e)      The Providing Party may, in its discretion and without any liability, suspend any performance under this Agreement upon failure of the Receiving Party to make timely any payments required under this Agreement beyond the applicable cure date specified in Section 5(d)(5) of this Agreement.

(f)      The Receiving Party shall reimburse the Providing Party for all costs of collection of overdue amounts, including any reimbursement required under Section 4(d) and any reasonable attorneys’ fees.

(g)      The Receiving Party acknowledges and agrees that it shall be responsible for any interest or other amounts in respect of any portion of any payments to any third party that the Receiving Party is required to pay.

5.      Term; Termination.

(a)      Initial Term . The initial term for each of the Services to be provided pursuant to this Agreement shall commence on the Distribution Date and shall continue in full force and effect (subject to Section 5(c) or Section 5(d) hereof) until the date that is three (3) years from the Distribution Date (the “ Initial Term ”), or the earlier date upon which this Agreement has been otherwise terminated in accordance with Section 5(c) or Section 5(d) hereof.

(b)      Renewal Term . This Agreement will automatically renew the obligation to perform each Service for a successive term of one (1) year (each, a “ Renewal Term ”) following the expiration of the Term for the particular Service, unless either party decides that it does not wish to renew this Agreement or any particular Service or Additional Services hereunder before the expiration of the Initial Term or any Renewal Term, as applicable, by notifying the other party in writing at least 90 days before the completion of the Initial Term or Renewal Term, as applicable.

(c)      Termination for Cause .

Realty’s board of Directors (“ NorthStar Realty Board of Directors ”) to the Providing Party if (i) the Providing Party engages in any act of fraud, misappropriation of funds, or embezzlement against the Receiving Party or any of its subsidiaries; (ii) the Providing Party breaches, in bad faith, any provision of this Agreement or there is an event of gross negligence on the part of the Providing Party in the performance of its duties under this Agreement and, in each case if it has a Material Adverse Effect on NorthStar Realty and, with respect to a breach in bad faith or gross negligence, if the effects of such breach in bad faith or gross negligence can be reversed, such effects are not reversed within a period of 60 days (or 90 days if the Providing Party takes steps to reverse such effects within 30 days of written notice); (iii) there is a commencement of any proceeding relating to the Providing Party’s bankruptcy or insolvency, including an order for relief in an involuntary bankruptcy case or the Providing Party authorizing or filing a voluntary bankruptcy petition that is not dismissed in 60 days; (iv) there is a dissolution of the Providing Party; or (v) unless the NorthStar Realty Board of Directors determines that qualification for taxation as a REIT under the U.S. federal income tax laws is no longer desirable, there is a determination by a court of competent jurisdiction, in a non-appealable binding order, or the Internal Revenue Service, in a closing agreement made under section 7121 of the Code, that a provision of this Agreement caused or will cause NorthStar Realty to fail to satisfy a requirement for qualification as a REIT and, within 60 days of such determination, NSAM has not agreed to amend or modify this Agreement in a manner that would allow NorthStar Realty to qualify as a REIT. Notwithstanding the foregoing, if the Providing Party assigns the Agreement to an Affiliate or a permitted assignee, the events in (iii) and (iv) with respect to such assignee shall not constitute grounds for termination by the Receiving Party.

and legal remedies arising from or in connection with such default including, but not limited to, direct, indirect, special, consequential, speculative and punitive damages, as well as lost future profits and business in the future.

(d)      Termination Generally . During the term of this Agreement, this Agreement may be terminated:

termination, the Providing Party shall no longer be obligated to provide such Service; provided , that, the Receiving Party shall be obligated to pay the fees that remain unpaid for such Service performed pro-rata for the period prior to termination and to reimburse the Providing Party for any reasonable out-of-pocket expenses or costs attributable to such termination.

(f)      No termination, cancellation or expiration of this Agreement shall prejudice the right of either party hereto to recover any payment due at the time of termination, cancellation or expiration (or any payment accruing as a result thereof), nor shall it prejudice any cause of action or claim of either party hereto accrued or to accrue by reason of any breach or default by the other party hereto.

(g)      Notwithstanding any provision herein to the contrary, Sections 4 , 9 through 12 , 19 , 23 and 24 of this Agreement shall survive the termination of this Agreement.

6.      Intellectual Property. The Receiving Party grants to the Providing Party and its Affiliates a limited, non-exclusive, fully paid-up, nontransferable, revocable license, without the right to sublicense, for the term of this Agreement to use all intellectual property owned by or, to the extent permitted by the applicable license, licensed to the Receiving Party solely to the extent necessary for the Providing Party to perform its obligations hereunder.

7.      Internal Use; Title, Copies, Return . Except to the extent inconsistent with the express terms of the Separation Agreement and any Ancillary Agreement other than this Agreement, each party agrees that:

(a)      title to all systems used in performing any Service provided hereunder shall remain in the Providing Party or its third-party vendors; and

(b)      to the extent the provision of any Service involves intellectual property, including without limitation software programs or patented or copyrighted material, or material constituting trade secrets, the Receiving Party shall not copy, modify, reverse engineer, decompile or in any way alter any of such material, or otherwise use such material in a manner inconsistent with the terms and provisions of this Agreement, without the express written consent of the Providing Party; and upon the termination of any Service, the Receiving Party shall return to the Providing Party, as soon as practicable, any equipment or other property of the Providing Party relating to such Service which is owned or leased by the Providing Party and is or was in its possession or control.

8.      Good Faith Cooperation; Consents. Each party shall use reasonable best efforts to cooperate with the other party in all matters relating to the provision and receipt of the Services. Such cooperation shall include, but not be limited to, exchanging information, providing electronic access to systems used in connection with the Services, performing true-ups and adjustments and obtaining all consents, licenses, sublicenses or approvals necessary to permit each party to perform its obligations hereunder. The Providing Party and the Receiving Party shall each maintain reasonable documentation related to the Services and cooperate with each other in making such information available as needed.

9.      Confidentiality. Each party shall keep confidential any and all information obtained by it in connection with this Agreement and shall not disclose any such information (or

use the same except in furtherance of its duties and obligations under this Agreement) to unaffiliated third parties, except: (i) with the prior written consent of the board of directors of the applicable party; (ii) to legal counsel, accountants and other professional advisors; (iii) to appraisers, financing sources and others in the ordinary course of business; (iv) to third parties who agree to keep such information confidential by contract or by professional or ethical duty and who need to know such information to perform services or to evaluate a prospective transaction; (v) to governmental officials having jurisdiction over the applicable party; (vi) in connection with any governmental or regulatory filings of the applicable party, or disclosure or presentations to such party’s investors; (vii) as required by law or legal process to which a party or any person to whom disclosure is permitted hereunder is subject; or (viii) to the extent such information is otherwise publicly available through the actions of a person other than the party not resulting from the party’s violation of this Section 9. The provisions of this Section 9 shall survive the expiration or earlier termination of this Agreement for a period of one year.

10.      Dispute Resolution. All disputes, controversies and claims directly or indirectly arising out of or in relation to this Agreement or the validity, interpretation, construction, performance, breach or enforceability of this Agreement shall be finally, exclusively and conclusively settled in accordance with the provisions of Article VIII of the Separation Agreement, which shall apply mutatis mutandis to this Agreement.

11.      Warranties; Limitation of Liability; Indemnity.

(a)      The Receiving Party acknowledges that the Providing Party is not engaged in the business of providing finance, accounting, payroll, human resources, employee benefits, legal or corporate services to third parties and that the Services and Ancillary Services to be provided by the Providing Party to the Receiving Party and the Receiving Party’s Group are being provided as an accommodation to the Receiving Party and the Receiving Party’s Group in connection with the transactions contemplated by the Separation Agreement. All Services and Ancillary Services are provided “as-is”.

(b)      Other than the statements expressly made by the Providing Party in this Agreement, the Providing Party makes no representation or warranty, express or implied, with respect to the Services and Ancillary Services and, except as provided in Subsection (c) of this Section 11 , the Receiving Party hereby waives, releases and renounces all other representations, warranties, obligations and liabilities of the Providing Party, and any other rights, claims and remedies of the Receiving Party against the Providing Party, express or implied, arising by law or otherwise, with respect to any nonconformance, error, omission or defect in any of the Services or Ancillary Services, including (i) any implied warranty of merchantability or fitness for a particular purpose, (ii) any implied warranty of non-infringement or arising from course of performance, course of dealing or usage of trade and (iii) any obligation, liability, right, claim or remedy in tort, whether or not arising from the negligence of the Providing Party.

(c)      None of the Providing Party or any of its Affiliates or any of its or their respective officers, directors, employees, agents, attorneys-in-fact, contractors or other representatives shall be liable for any action taken or omitted to be taken by the Providing Party or such person under or in connection with this Agreement, except that the Providing Party shall be liable for direct damages or losses incurred by the Receiving Party or the Receiving Party’s

Group arising out of the gross negligence or willful misconduct of the Providing Party or any of its Affiliates or any of its or their respective officers, directors, employees, agents, attorneys-in-fact, contractors or other representatives in the performance or nonperformance of the Services or Ancillary Services.

(d)      In no event shall the aggregate amount of all such damages or losses for which the Providing Party may be liable under this Agreement exceed the aggregate total sum received by the Providing Party for the Services; provided , that, no such cap shall apply to liability for damages or losses arising from fraud. Except as provided in Subsection (c) of this Section 11 , none of the Providing Party or any of its Affiliates or any of its or their respective officers, directors, employees, agents, attorneys-in-fact, contractors or other representatives shall be liable for any action taken or omitted to be taken by, or the negligence, gross negligence or willful misconduct of, any third party.

(e)      Notwithstanding anything to the contrary herein, none of the Providing Party or any of its Affiliates or any of its or their respective officers, directors, employees, agents, attorneys-in-fact, contractors or other representatives shall be liable for damages or losses incurred by the Receiving Party or any of the Receiving Party’s Affiliates for any action taken or omitted to be taken by the Providing Party or such other person under or in connection with this Agreement to the extent such action or omission arises from actions taken or omitted to be taken by, or the negligence, gross negligence or willful misconduct of, the Receiving Party or any of the Receiving Party’s Affiliates.

(f)      No party hereto or any of its Affiliates or any of its or their respective officers, directors, employees, agents, attorneys-in-fact, contractors or other representatives shall in any event have any obligation or liability to the other party hereto or any such other person whether arising in contract (including warranty), tort (including active, passive or imputed negligence) or otherwise for consequential, incidental, indirect, special or punitive damages, whether foreseeable or not, arising out of the performance of the Services or Ancillary Services or this Agreement, including any loss of revenue or profits, even if a party hereto has been notified about the possibility of such damages.

(g)      The Receiving Party shall indemnify and hold the Providing Party and its Affiliates and any of its or their respective officers, directors, employees, agents, attorneys-in-fact, contractors or other representatives harmless from and against any and all damages, claims or losses that the Providing Party or any such other person may at any time suffer or incur, or become subject to, as a result of or in connection with this Agreement or the Services or Ancillary Services provided hereunder, except those damages, claims or losses incurred by the Providing Party or such other person arising out of the gross negligence or willful misconduct by the Providing Party or such other person.

12.      Taxes. Each party hereto shall be responsible for the cost of any sales, use, privilege and other transfer or similar taxes imposed upon that party as a result of the performance of the Services. Any amounts payable under this Agreement are exclusive of any goods and services taxes, value added taxes, sales taxes or similar taxes (“Sales Taxes”) now or hereinafter imposed on the performance or delivery of Services, and an amount equal to such taxes so chargeable shall, subject to receipt of a valid receipt or invoice as required below in this

Section 13, be paid by the Receiving Party to the Providing Party in addition to the amounts otherwise payable under this Agreement. In each case where an amount in respect of Sales Tax is payable by the Receiving Party in respect of a Service provided by the Providing Party, the Providing Party shall furnish in a timely manner a valid Sales Tax receipt or invoice to the Receiving Party in the form and manner required by applicable law to allow the Receiving Party to recover such tax to the extent allowable under such law. Any applicable property taxes resulting from provision of the Services shall be payable by the party owing or leasing the asset subject to such tax.

13.      Notices. Any notice under this Agreement shall be given in writing, addressed and delivered or mailed, postage prepaid, to the addresses set forth herein (or such other address as a party may identify to the other party from time to time). All notices shall be effective upon receipt.

If to NRF:

NorthStar Realty Finance Corp.
399 Park Avenue, 18th Floor
New York, New York 10022
Attention: General Counsel

If to NSAM:

NSAM US LLC
c/o NorthStar Asset Management Group Inc.
399 Park Avenue, 18th Floor
New York, New York 10022
Attn: General Counsel

14.      Entire Agreement; Governing Law. This Agreement contains the entire agreement of the parties and supersedes all prior agreements, understandings and arrangements with respect to the subject matter hereof, provided however that nothing contained in this agreement shall alter the terms of the Asset Management Agreement and provided further that to the extent of any conflict between this agreement and the Asset Management Agreement, the Asset Management Agreement shall control. This Agreement shall be construed in accordance with the laws of the State of New York.

15.      Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original as against any party whose signature appears thereon, and all of which shall together constitute one and the same instrument. This Agreement shall become binding when one or more counterparts hereof, individually or taken together, shall bear the signatures of all of the parties reflected hereon as the signatories.

16.      Headings. The section headings contained in this Agreement are inserted for convenience only, and shall not affect in any way, the meaning or interpretation of this Agreement.

17.      Miscellaneous. It is understood that certain provisions of this Agreement may serve to limit the potential liability of the Providing Party. The Receiving Party has had the opportunity to consult with the Providing Party as well as, if desired, its professional advisors and legal counsel as to the effect of these provisions. It is further understood that certain applicable laws may impose liability or allow for legal remedies even where the Providing Party has acted in good faith and that the rights under those laws may be non-waivable. Nothing in this Agreement shall, in any way, constitute a waiver or limitation of any rights which may not be limited or waived in accordance with applicable law.

18.      Severability . Each provision of this Agreement shall be considered separate from the others and, if for any reason, any provision or its application is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable, then such invalid, illegal or unenforceable provision shall not impair the operation of or affect any other provisions of this Agreement, and either (a) such invalid, illegal or unenforceable provision shall be construed and enforced to the maximum extent legally permissible or (b) the parties shall substitute for the invalid, illegal or unenforceable provision a valid, legal and enforceable provision with a substantially similar effect and intent.

19.      Assignment. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns. No party hereto may assign either this Agreement or any of its rights, interests or obligations hereunder without the prior written approval of the other party hereto; provided, however, that, subject to compliance with the Investment Advisers Act of 1940, if applicable, either party may assign this Agreement without the consent of the other party to any third party that acquires, by any means, including by merger or consolidation, all or substantially all the consolidated assets of such party, so long as such acquirer expressly assumes, in a written instrument in form reasonably satisfactory to the non-assigning party, the due and punctual performance or observance of every agreement and covenant of this Agreement on the part of the assigning party to be performed or observed. Any purported assignment in violation of this Section shall be void and shall constitute a material breach of this Agreement.