UMBRELLA AGREEMENT Project Prime

This umbrella agreement (the “Umbrella Agreement”) is entered into on 22 December 2014 by and between

SEB-GER is the management company (Kapitalverwaltungsgesellschaft) of, inter alia, the German open-ended real estate investment funds SEB ImmoInvest, SEB ImmoPortfolio Target Return Fund and SEB Global Property Fund (together hereinafter referred to as “Funds”) and, therefore, acting on the account of the Funds.

SEB-GER, SEB-ITA and SEB-FRA together hereinafter referred to as “SEB”; and

- SEB-GER, SEB-ITA, SEB-FRA, Altair and Balni each a “Seller” and collectively referred to as “Sellers” –

and

- HoldCo, Drehbahn Purchaser, Valentinskamp Purchaser and Dammtor Purchaser hereinafter collectively referred to as “Purchasers” –

Now, therefore Sellers and Investors (herein also referred to each as a “Party” and jointly as the “Parties”) agree as follows:

Except as otherwise expressly provided in this Umbrella Agreement, capitalized terms used in this Umbrella Agreement, shall have the following meaning.

In the Annexes to this Umbrella Agreement, defined terms shall have the meanings as given therein, if not or otherwise defined in this Umbrella Agreement.

Throughout the Agreement, unless the context requires otherwise,

An amount of EUR 25,000,000 (Euro: twenty five million) (“Down Payment”) has been paid by the Investor into the account at Commerzbank, IBAN DE22500800000402583006, SWIFT: DRESDEFFXXX held by the German Notary (“Escrow Account”) in accordance with the agreement attached hereto as Annex 1.1 (“Escrow Agreement”).

The Investor has furthermore provided the German Notary with the Corporate Guarantee in the amount of EUR 25,000,000 (Euro: twenty five million) issued by NorthStar Realty Finance Corporation (“Guarantee”) together with a legal opinion issued by Clifford Chance opining on the legality and the enforceability of the Guarantee.

The German Notary hereby confirms to the Parties that the Down Payment was fully paid into the Escrow Account, that he holds a copy of the Guarantee and that he will hold, from the date of this Agreement the Down Payment and the copy of the Guarantee in escrow according to the joint instructions of the Parties under this Agreement and, as the case may be, the USPA.

The Investor has handed over the signed original of the Guarantee to Mayer Brown LLP in New York. The Notary is hereby irrevocably instructed to take the necessary actions to have the Guarantee couriered to his attention and – after receipt - to take the original of the Guarantee in escrow. The Notary shall inform the Parties about receipt of the original of the Guarantee in writing.

and

In all cases, Interest accrued on the Down Payment shall be paid out to the Investor. The Parties agree that Purchaser shall not be liable and not be obliged to pay the Contractual

Penalty and the Sellers shall not be entitled to demand payment under the Guarantee in the event that merger control clearance is not granted for the Transaction.

The Parties herewith undertake to each other the following:

lead to a complete exchange of the contractual position on the Purchaser’s side, i.e. only the Internal Designee would from then on be entitled and obliged under this Umbrella Agreement (or the relevant part as the case may be) and the relevant Individual Transfers corresponding to the Purchase Objects/Shares.

The Parties shall cooperate acting reasonably and properly in all respects with each other including timely exchange of execution copies of the documentation and execution logistics and formalities and shall use their best efforts to achieve a notarisation of the USPA and the relevant Individual Transfers as well as the AMA until the Long Stop Date.

The Parties shall at all times act in good faith and shall not hinder the timely execution and completion of any of the USPA and/or the Individual Transfers and/or the AMA.

If following the notarization of this Agreement a change to any agreement, clause, annex or other document which has already been attached as a draft to this Agreement is requested by any Party and such change cannot be agreed by and between the Parties, then the version of the relevant agreement, clause, annex or other document as attached hereto shall apply. In case of doubt, Section 10.6 (Severability) sentence 4 of this Agreement shall apply accordingly.

This Umbrella Agreement cannot be terminated by either Party unless otherwise agreed below.

The right to rescind can only be exercised within a time period of two weeks following the Long Stop Date.

In the event of a rescission by the Purchaser the Purchaser shall be entitled to damages.

In the event of a rescission by the Seller, the Seller shall be entitled to the Contractual Penalty which shall be in full and final settlement of all claims that the Seller may have.

The Purchasers (and SEB, to the extent any filing cannot be made by the Purchasers on behalf of SEB or on behalf of the other Sellers under applicable law) shall use reasonable endeavours to make any filings necessary in connection with the merger control clearance and any other filings with, or notifications to, any governmental authority required in connection with the Agreement as soon as possible after 5 January 2015.. Any filings made by the Purchasers shall require the prior written consent of SEB (and vice versa) which shall not be unreasonably withheld, conditioned or delayed. The Purchaser may withdraw (zurücknehmen) any filing or agree to the extension of any examination period only with the express prior written consent of SEB, which shall not unreasonably be withheld.

In order to obtain all requisite approvals for the transactions contemplated by this Umbrella SPA, the Parties shall (i) reasonably cooperate in all respects with each other in the preparation of any filing or notification and in connection with any submission, investigation or inquiry including timely exchange of drafts in order to give reasonable opportunity to comment on such drafts, (ii) supply to any competent authority promptly (unverzüglich) any additional information requested pursuant to any applicable laws and take all other procedural actions required in order to obtain any necessary clearance or to cause any applicable waiting periods to commence or expire, (iii) promptly provide each other with copies of any written communication received or sent (or written summaries of any non-written communication) in connection with any proceeding and (iv) give each other and their respective advisers the opportunity to participate in all meetings and conferences with any competent authority.

The obligations pursuant to Sections 2.1.3 and 2.2.1 are subject to the condition precedent of merger control authority (“Merger Control Clearance”) The Parties assume that the Federal Cartel Office (Bundeskartellamt) (“FCO”) is competent.

Merger Control Clearance is deemed to have occurred, if (i) the FCO notifies the Parties in writing that the Transaction contemplated under this Agreement does not trigger merger control under the German Act Against Restrictions of Competition (Gesetz gegen Wettbewerbsbeschränkungen) (“ARC”) or (ii) in the case of statutory fiction of Merger Control Clearance. The Parties can mutually waive the condition precedent of Merger Control Clearance in writing.

If a prohibition order of the Federal Cartel Office is to be anticipated or is actually issued, the Parties shall endeavour what can be reasonably be expected to remedy the circumstances preventing the clearance; any liability of the Purchaser in this context is excluded. The Purchaser

is entitled to lodge an appeal against the prohibition order in co-operation with the Seller, and at its own expense.

Purchasers shall be entitled to rescind from their obligations under this Umbrella Agreement to enter into the USPA and Individual Transfers to the extent that circumstances occur that would entitle the Purchasers under Section 14.4.3 and 14.4.4 of the USPA to rescind from any such Individual Transfer under the USPA. Sections 14.4.5 and 14.4.6 of the USPA shall apply mutatis mutandis. Section 4.2.4 applies to such rescission.

All costs and transfer taxes connected with this Umbrella Agreement, its Schedules and Annexes including the costs of the Escrow Account shall be borne by the Investors.

Each Party shall, however, bear the costs of its own legal and other advisors and agents.

to act on its behalf as its agent (“Purchaser’s Agent”) in relation to this Umbrella Agreement and irrevocably authorizes on its behalf to give and receive all notices and instructions, to make such agreements and to effect the relevant amendments, supplements and variations capable of being given, made or effected by any Purchaser notwithstanding that they may affect the Purchaser without further reference to or the consent of that Purchaser; and in each case the Purchaser shall be bound as though the Purchaser itself had given or received the notices and instructions or made the agreements or effected the amendments, supplements or variations, or received the relevant notice, demand or other communication.

With a copy to:

and

and

With a copy to:

The Purchasers will irrevocably appoint a Process Agent within a reasonable period of time after the date hereof. Such Process Agent shall be situated in Germany. Until such Process Agent is appointed, North Star Asset Management Group, 6A Route de Trèves, 6th Floor, 2633 Luxembourg, Grand Duchy of Luxembourg, attn. of the Persons listed under Sections 8.3.1(b)(i) to 8.3.1(b)(iii), shall serve as Purchasers' Process Agent.

to local time in the place of receipt, shall be deemed to be received on the next following Business Day in the place of receipt.

Each Party agrees to maintain in confidence the economic terms contained in this Agreement, information and data furnished or made available by Sellers, its agents or representatives in connection with Purchaser's investigation of the Properties and Shares and the transactions contemplated by this Agreement (collectively, the "Confidential Matters"); provided however, that each Party, its agents and representatives may disclose such information and data (i) to such Party's direct and indirect accountants, attorneys, prospective lenders, investment bankers, underwriters, partners, members, investors (prospective and current), employees, affiliates, officers, directors, consultants and advisors (collectively, "Representatives"), in each case, solely to the extent that such Representatives reasonably need to know such information in connection with assisting Purchaser in connection with the Transaction, and Purchaser shall be liable to the Sellers for any action or omission prohibited under this Agreement by any of its Representatives; (ii) to the extent required by an applicable statute, law, regulation, governmental authority or securities exchange; (iii) to the extent required by Purchaser's reporting requirements under the rules and regulations of the Securities and Exchange Commission, including, without limitation, the necessity of filing Form 8-k disclosure with respect to the transaction contemplated hereby or as required by any securities exchange, (iv) if in the opinion of counsel to the disclosing Party, disclosure is required to comply with any mandatory provision of law, of any directive from a government recognized stock exchange, or of a binding decision from a court or another government body, (v) with respect to generic disclosures about business and pipeline of the Purchaser or any affiliate of the Purchaser made in the ordinary course of business that would not reasonably be expected to identify Seller with the specific transaction contemplated hereby; or (vi) if required by subpoena issued in connection with any litigation or proceeding.

Each Party shall use reasonable efforts to notify the other of impending press-releases regarding the conclusion of this Agreement and the Individual Transfers; provided that the Sellers shall not release any press releases or otherwise publically announce in advance of the Purchaser without the Purchaser’s prior written consent; provided further that substantially similar press-releases shall not require additional notification. The Parties shall so far as reasonably practicable, coordinate with each other to achieve consistency in the factual content of any press-releases.

The Parties shall attempt in good faith to resolve any dispute by mutual agreement by the following procedure:

In the event that a dispute cannot be settled pursuant to Section 21.1, the Parties agree that the Courts of Frankfurt am Main shall have exclusive jurisdiction over any and all disputes unless required otherwise by mandatory law.

Claims of any of the Investors arising out of or in connection with the Agreement may only be assigned with the prior written consent of SEB-GER except assignments to intra-group companies of the Investors or to debt or equity providers.

Any payment under the Agreement must be made free of all taxes, bank charges and other deductions by wire transfer of immediately available funds. Any such payment shall be deemed to have been duly made only upon the irrevocable and unconditional crediting of the amount payable (without deduction of any costs or charges) to the relevant bank account on, and on a value date no later than, the relevant due date.

No Seller shall be liable for any obligations of another Seller acting on behalf of a different real estate fund (several liability, Ausschluss der gesamtschuldnerischen Haftung). Within the same real estate fund, Sellers shall be jointly and severally liable for any obligations hereunder (gesamtschuldnerische Haftung).

Any Investor shall be jointly liable together with all other Investors and assumes to fulfill all obligations by any other Investor and assignee under this Umbrella Agreement (gesamtschuldnerische Haftung der Käufer).

Any amendments to the Agreement shall be in writing, signed by each of the Parties to be valid and require the explicit reference to the Agreement but need to be notarised if this is required by mandatory law. This is also applicable for an amendment of this Section 10.5.

Should a provision of the Agreement or a provision later on included in the Agreement be or become null and void as a whole or in part, or should a gap in the Agreement become evident, this does not affect the validity of the remaining provisions. The Parties are aware of the German Federal Supreme Court's (Bundesgerichtshof) decision according to which a severability Section merely reverses the burden of proof. However, it is the express intention of the Parties to maintain the validity of the remaining provisions at all events and thus to exclude the applicability of section 139 BGB as a whole. Instead of the null and void provision, or in order to fill the gap, such valid and practicable regulation is deemed to be agreed with effect ex tunc that in legal and economic terms comes closest to what the Parties intended or would have intended in accordance with the purpose of the Agreement if they had considered the point at the time of conclusion of the Agreement. If the nullity of a provision is due to a degree of performance or time (period or deadline) laid down in this provision, then the provision is deemed to be agreed with a legally permissible degree that comes closest to the original degree. If the nullity or gap relates to a provision requiring notarisation, the regulation pursuant to sentence 4 or the provision pursuant to sentence 5 must be agreed in notarised form. However, in derogation of sentences 1 to 5, the Agreement

is null and void as a whole if it is null and void in relation to individual Parties or if the partial nullity concerns the contractual main performance obligations or a part of them.

Each Party shall from time to time execute and deliver all such further documents and agreements and take all such further actions as the other Party may reasonably require and which are not inconsistent with any other provisions of the Agreement in order to effectively consummate the Agreement as provided herein.

The Agreement shall not grant any rights to, and is not intended to operate for, the benefit of third parties unless otherwise explicitly provided for herein.