Exhibit 10.30  THIS COMMON STOCK PURCHASE
WARRANT AND THE SHARES THAT MAY BE PURCHASED HEREUNDER HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 OR UNDER THE SECURITIES LAWS OF ANY
STATE.  THIS COMMON STOCK PURCHASE
WARRANT HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO
DISTRIBUTION, THE SHARES THAT MAY BE PURCHASED HEREUNDER WILL BE ACQUIRED
FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO DISTRIBUTION, AND THIS COMMON
STOCK PURCHASE WARRANT AND THE SHARES THAT MAY BE PURCHASED HEREUNDER MAY NOT
BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933, AND REGISTRATION OR QUALIFICATION
UNDER APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL THAT THE
PROPOSED TRANSACTION DOES NOT REQUIRE REGISTRATION OR QUALIFICATION UNDER, OR
OTHERWISE VIOLATE THE SECURITIES ACT OF 1933, AND APPLICABLE STATE SECURITIES
LAWS.  NORTHSTAR REALTY FINANCE CORP.  COMMON STOCK PURCHASE WARRANT  Date of Issuance:
  June 30, 2010
  
  Certificate
  No. W-4  THIS IS TO
CERTIFYthat WELLS FARGO
BANK, NATIONAL ASSOCIATION, a
national banking association (together with its permitted transferees,
successors and assigns, the Holder), for good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, is
entitled to purchase from NORTHSTAR REALTY FINANCE
CORP.,a Maryland
corporation (the Company), at the price of $7.60 per share (the Exercise
Price), at any time after the date
hereof (the Commencement Date) and expiring on the earlier of June 30, 2020
or such time as the Aggregate Net Profit has exceeded $45,000,000.00(the Expiration Date), 2,000,000shares of
fully paid and non-assessablecommon
stock, par value $0.01 per share
(Common Stock), of the Company (as such number may be adjusted as
provided herein).  The 2,000,000shares
of Common Stock which may be purchased pursuant to this Warrant are referred to
herein as the Aggregate Number. 
This common stock purchase warrant (this Warrant) is issued
under and in connection with that certain letter agreement, dated as of June 30, 2010(as amended, modified, restated, replaced, waived,
substituted or otherwise supplemented from time to time, the Discounted
Payoff Letter Agreement), by Wells Fargo Bank, National Association and
Wells Fargo Bank, N.A., London Branch, as acknowledged and agreed by NRFC WA
Holdings, LLC,  NRFC WA Holdings II ,
LLC, NRFC WA Holdings VII, LLC, NRFC WA Holdings X, LLC, NRFC WA Holdings XII,
LLC, Northstar Realty Finance Corp., Northstar Realty Finance L.P., NRFC
Sub-Reit Corp., NRF-Reindeer Ltd. and NRFC Luxembourg Holdings I S.à r.l.  The Aggregate Number and
Exercise Price set forth above shall also be adjusted under certain conditions
specified in Section 5 of this Warrant, including, but not limited
to, a Stock Dividend, Stock Subdivision or Stock Combination.  Capitalized terms used herein shall have the
meanings ascribed to such terms in Section 12 hereof unless
otherwise defined herein.


SECTION 1.         The
Warrant; Transfer and Exchange.  (a)           The Warrant.  This Warrant and the rights and privileges of
the Holder hereunder may be exercised by the Holder in whole or in part as
provided herein, shall survive following the execution and delivery of the
Termination and the Reindeer Termination (in each case, as defined in the
Discounted Payoff Letter Agreement) and, as more fully set forth in Sections 1(b) and
7 hereof, subject to the terms of this Warrant, may be transferred at
any time by the Holder to any other Person who meets the requirements set forth
herein.  (b)           Transfer and
Exchanges.  The Company shall
initially record this Warrant on a register to be maintained by the Company
and, subject to Section 7 hereof, from time to time thereafter
shall reflect the transfer of this Warrant on such register when surrendered
for transfer in accordance with the terms hereof and properly endorsed,
accompanied by appropriate instructions, and further accompanied by payment in
cash or by check, bank draft or money order payable to the order of the
Company, in United States currency, of an amount equal to any stamp or other
tax or governmental charge or fee required to be paid in connection with the
transfer thereof.  Upon any such
transfer, a new warrant shall be issued to the transferee and the surrendered
warrant shall be canceled.  This Warrant
may be exchanged at the option of the Holder, when surrendered at the Principal
Office of the Company, for another warrant of like tenor and representing in
the aggregate the right to purchase a like number of shares ofCommon Stock upon surrender of the warrant
and payment in cash or by check, bank draft or money order payable to the order
of the Company, in United States currency, of an amount equal to any stamp or
other tax or governmental charge or fee required to be paid in connection with
such exchange.  SECTION 2.         Exercise.  (a)           Right to
Exercise.  At any time after the
Commencement Date and on or before the Expiration Date, the Holder, in
accordance with the terms hereof, may exercise this Warrant, in whole at any
time or in part from time to time, by delivering this Warrant to the Company
during normal business hours on any Business Day at the Companys Principal
Office, together with the Notice of Exercise, in the form attached hereto as Exhibit A
and made a part hereof (the Notice of Exercise), duly executed, and
payment of the Exercise Price per share for each share purchased, as specified
in the Notice of Exercise.  The aggregate
Exercise Price (the Aggregate Exercise Price) to be paid for the
shares to be purchased (the Exercise Amount) shall equal the product
of (i) the Exercise Amount multiplied by (ii) the Exercise
Price.  If the Expiration Date is not a
Business Day, and this Warrant has not otherwise expired pursuant to the terms
hereof, then this Warrant may be exercised on the next succeeding Business Day.  (b)           Payment of the
Aggregate Exercise Price.  Payment of
the Aggregate Exercise Price shall be made to the Company in cash or other
immediately available funds or as provided in Section 2(c), or a
combination thereof.  In the case of
payment of all or a portion of the Aggregate Exercise Price pursuant to Section 2(c),
the direction by the Holder to make a Cashless Exercise shall serve as
accompanying payment for that portion of the Exercise Price.  (c)           Cashless
Exercise.  The Holder shall have the
right to pay all or a portion of the Aggregate Exercise Price by making a Cashless
Exercise, in which case the portion of the Aggregate Exercise Price to be so
paid shall be paid by reducing the number of shares of Common Stock otherwise
issuable pursuant to the Notice of Exercise by an amount equal to (i) the
Aggregate Exercise Price to be so paid divided by (ii) the Fair Market
Value Per Share.  (d)           Issuance of
Shares of Common Stock.  Upon receipt
by the Company of this Warrant at its Principal Office in proper form for
exercise, and accompanied by the Notice of Exercise and payment  2


of the Aggregate Exercise
Price as aforesaid, the Holder shall be deemed to be the holder of record of
the shares of Common Stock issuable upon such exercise, notwithstanding that
certificates representing such shares of Common Stock may not then be actually
delivered.  Within three (3) Business
Days after such surrender of this Warrant, delivery of the Notice of Exercise
and payment of the Aggregate Exercise Price as aforesaid, the Company shall
issue and cause to be delivered to, or upon the written order of, the Holder
(and in such name or names as the Holder may designate) a certificate or
certificates for the Exercise Amount, subject to any reduction as provided in Section 2(c) for
a Cashless Exercise.  (e)           Fractional
Shares.  The Company may, but shall
not be required to, deliver fractions of shares of Common Stock upon exercise
of this Warrant.  If any fraction of a
share of Common Stock would be deliverable upon an exercise of this Warrant,
the Company may, in lieu of delivering such fraction of a share of Common
Stock, make a cash payment to the Holder in an amount equal to the same
fraction of the Fair Market Value Per Share determined as of the Business Day
immediately preceding the date of exercise of this Warrant.  (f)            Partial
Exercise.  In the event of a partial
exercise of this Warrant, the Company shall issue to the Holder a Warrant in
like form for the unexercised portion thereof which has not expired.  (g)           No Rights as
Stockholders.  Except as provided
herein, the Holder shall have no right as a holder of Common Stock of the
Company solely as a result of being the registered or beneficial owner of this
Warrant.  The Holder shall have no right
to vote, consent or otherwise participate with respect to matters submitted to
a vote of the stockholders of the Company solely as a result of being the
registered or beneficial owner of this Warrant.  SECTION 3.         Payment
of Taxes.The Company shall pay all stamp taxes
attributable to the initial issuance of shares of Common Stock issuable upon
the exercise of this Warrant or issuable pursuant to Section 5
hereof, excluding any tax or taxes which may be payable because of the transfer
involved in the issuance or delivery of any certificates for shares of Common
Stock in a name other than that of the registered Holder of this Warrant
surrendered upon the exercise of this Warrant, and the Company shall not be
required to issue or deliver such certificates unless and until the Person or
Persons requesting the issuance thereof shall have paid to the Company the
amount of such tax or shall have established to the satisfaction of the Company
that such tax has been paid or is not due and owing.  SECTION 4.         Replacement
Warrant.In case this Warrant is mutilated, lost,
stolen or destroyed, the Company shall issue and deliver in exchange and
substitution for and upon surrender and cancellation of the mutilated Warrant,
or in lieu of and in substitution for this Warrant lost, stolen or destroyed, a
new Warrant of like tenor and representing an equivalent right or interest, but
only upon receipt of evidence reasonably satisfactory to the Company of such
loss, theft or destruction of such Warrant and upon receipt of indemnity by the
Holder reasonably satisfactory to the Company and the Holder; provided, that
if the Holder is a financial institution, its own indemnity agreement shall be
satisfactory and no third party indemnity shall be required.  SECTION 5.         Adjustments
to the Aggregate Number and the Exercise Price.  Under certain conditions,
the Aggregate Number and the Exercise Price are subject to adjustment as set forth
in this Section 5.  (a)           Adjustments.  The Aggregate Number, after taking into
consideration any prior adjustments pursuant to this Section 5,
shall be subject to adjustment from time to time as follows and, thereafter, as
adjusted, shall be deemed to be the Aggregate Number hereunder.  3


(i)            Stock
Dividends; Subdivisions and Combinations. 
In case at any time or from time to time the Company shall:  (A)          issue
to the holders of its shares of Common Stock a dividend payable in, or other
distribution of, shares of Common Stock (a Stock Dividend);  (B)           subdivide
its outstanding shares of Common Stock into a larger number of shares of Common
Stock, including, without limitation, by means of a stock split (a Stock
Subdivision); or  (C)           combine
its outstanding shares of Common Stock into a smaller number of shares of
Common Stock (a Stock Combination);  then the Aggregate Number in
effect immediately prior thereto shall be (1) proportionately increased in
the case of a Stock Dividend or a Stock Subdivision and (2) proportionately
decreased in the case of a Stock Combination, and the Exercise Price shall be
proportionately adjusted.  In the event
the Company shall declare or pay, without consideration, any dividend on the
shares of Common Stock payable in any right to acquire shares of Common Stock
for no consideration, then the Company shall be deemed to have made a Stock
Dividend in an amount of shares equal to the maximum number of shares issuable
upon exercise of such rights to acquire shares of Common Stock.  (ii)           Aggregate
Net Profit Cap.  If, upon the
exercise of this Warrant by the Holder, the Aggregate Net Profit would exceed
$45,000,000.00, then the Aggregate Number shall be decreased such that the Aggregate
Net Profit after giving effect to such exercise would equal
$45,000,000.00.  Any such adjustment
pursuant to this Section 5(a)(ii) shall be calculated as of
the date of exercise and shall only be made in connection with the exercise or
partial exercise of this Warrant.  No
such adjustment pursuant to this Section 5(a)(ii) shall cause
the Aggregate Net Profit after giving effect to the exercise of the Warrant to
be less than $45,000,000.00.  (b)           Notices.  (i)            Notice
of Proposed Actions.  In case the Company
shall propose (A) to offer to the holders of its Common Stock rights to
subscribe for or to purchase any Convertible Securities, rights to acquire
Convertible Securities or capital stock or additional shares of Common Stock or
shares of stock of any class or any other securities, warrants, rights or
options, (B) to effect any reclassification of its Common Stock, (C) to
effect any recapitalization, Stock Dividend, Stock Subdivision, Stock
Combination or any other capital reorganization, (D) to effect any
consolidation or merger, share exchange, or sale, lease or other disposition of
all or substantially all of its property, assets or business, (E) to
effect the liquidation, dissolution or winding up of the Company, (F) to
initiate any transaction or be a party to any transaction (including, without
limitation, a merger, consolidation, share exchange, sale, lease or other
disposition of all or substantially all of the Companys assets, liquidation,
recapitalization or reclassification of the Common Stock) in connection with
which the previous Outstanding Common Stock shall be changed into or exchanged
for different securities of the Company or capital stock or other securities of
another corporation or interests in a non-corporate entity or other property
(including cash) or any combination of the foregoing or (G) to effect any
action which would require an adjustment under this Section 5, then
in each such case the Company shall give to the Holder written notice of such
proposed action, which shall specify the proposed date on which a record is to
be taken for the purposes of such Stock Dividend, distribution or rights, or
the proposed date on which such reclassification, Stock Subdivision, Stock
Combination, reorganization, consolidation, merger, share exchange, sale,
transfer, disposition, liquidation, dissolution,  4


winding up or other
transaction is to take place and the date of participation therein by the
holders of Common Stock, if any such date is to be fixed, or the proposed date
on which the transfer of Common Stock is to occur, and shall also set forth
such facts with respect thereto as shall be reasonably necessary to indicate
the effect, if any, of such action on the Common Stock and on the Aggregate
Number after giving effect to any adjustment which will be required as a result
of such action.  Such notice shall be so
given in the case of any action covered by clause (A) above at least
twenty (20) calendar days prior to the record date for determining holders of
the Common Stock for purposes of such action and, in the case of any other such
action, at least twenty (20) calendar days prior to the earlier of the date of
the taking of such proposed action or the date of participation therein by the
holders of Common Stock.  (ii)           Adjustment
Notice.  Whenever the Aggregate
Number is to be adjusted pursuant to this Section 5, unless
otherwise agreed by the Holder, the Company shall promptly (and in any event
within ten (10) Business Days after the event requiring the adjustment)
prepare and deliver to the Holder a certificate signed by the chief financial
officer or chief accounting officer of the Company, setting forth, in
reasonable detail, the event requiring the adjustment and the method by which such
adjustment is to be calculated.  The
certificate shall set forth, the new Aggregate Number.  (c)           When
Adjustment Not Required.  If the
Company shall take a record of the holders of its Common Stock for any purpose
requiring an adjustment pursuant to Section 5(a) hereunder,
but shall, thereafter and before the consummation of the event requiring such
adjustment legally abandon its plan, then thereafter no adjustment shall be
required by reason of the taking of such record and any such adjustment
previously made in respect thereof shall be rescinded and annulled.  (d)           Certain
Limitations.  Notwithstanding
anything herein to the contrary, no adjustment to the Exercise Price hereunder
shall be made, to the extent it would cause the Exercise Price to be less than
the par value of the Common Stock, if any.  (e)           Tax
Adjustments.  The Company may make
such reductions in the Exercise Price or increase the Aggregate Number, in
addition to those adjustments required by Section 5(a) hereof,
as it in its sole discretion shall determine to be advisable in order that any
adjustment hereunder shall not be taxable to such holders; provided, however,
any adjustments which could have an adverse effect on the Holder shall require
the consent of the Holder.  SECTION 6.         No
Dilution or Impairment.The Company will not, by amendment of its
Charter or through any reorganization, recapitalization, transfer of assets,
consolidation, merger, share exchange, dissolution or any other voluntary
action, avoid or seek to avoid the observance or performance of any of the
terms of this Warrant, including, without limitation, the adjustments required
under Section 5 hereof, and will at all times in good faith assist
in the carrying out of all such terms and in taking of all such action as may be
reasonably necessary or appropriate to protect the rights of the Holder against
dilution or other impairment.  Without
limiting the generality of the foregoing and notwithstanding any other
provision of this Warrant to the contrary (including by way of implication),
the Company (a) will not increase the par value of any shares of Common
Stock receivable on the exercise of this Warrant above the amount payable
therefor on such exercise and (b) will take all such action as may be
necessary or appropriate so that the Company may validly and legally issue
fully paid and non-assessable shares of Common Stock upon the exercise of this
Warrant.  5


SECTION 7.         Transfers
of this Warrant.  (a)           Generally.  Subject to the restrictions set forth in this
Section 7, the Holder may at any time and from time to time freely
transfer, to any Person (i) this Warrant; provided, however,
that this Warrant is not divisible and may only be transferred or assigned in
connection with a transfer or assignment of the rights and obligations under
the Assignment Agreement, in compliance with terms and conditions contained
therein, and (ii) the Warrant Shares, in whole or in part.  This Warrant has not been, and the Warrant
Shares at the time of their issuance may not be, registered under the
Securities Act and, nothing herein contained shall be deemed to require the
Company to so register this Warrant or the Warrant Shares.  This Warrant and the Warrant Shares are
issued or issuable subject to the provisions and conditions contained herein
and every Holder hereof by accepting the same agrees with the Company to such
provisions and conditions, and represents to the Company that this Warrant has
been acquired and the Warrant Shares will be acquired for the account of the
Holder for investment purposes and not with a view to or for sale in connection
with any distribution thereof.  (b)           Compliance
with Securities Laws.  The Holder
agrees that this Warrant and the Warrant Shares may not be sold or otherwise
disposed of except pursuant to an effective registration statement under the
Securities Act and other applicable Securities Laws or pursuant to an available
exemption from the registration requirements of the Securities Act and such
other applicable Securities Laws.  The
Holder of this Warrant by its acceptance hereof, acknowledges that the Company
has no obligation or current intention to register the transfer of any Warrants
or Common Stock issuable upon the exercise thereof under Section 5
of the Securities Act.  In the event that
the Holder proposes to transfer this Warrant or the Warrant Shares pursuant to
an applicable exemption from registration, the Company may request, at its
expense, that the Holder deliver an opinion of counsel reasonably acceptable to
the Company that the proposed transfer does not violate the Securities Act or
other applicable Securities Laws.  (c)           Restrictive
Securities Legend.  (i)  The certificate representing the
Warrant Shares shall bear the restrictive legends set forth below:  THE SHARES OF COMMON STOCK
REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE.  NO TRANSFER, SALE OR OTHER DISPOSITION OF THE
SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE MAY BE MADE UNLESS (I) A
REGISTRATION STATEMENT WITH RESPECT TO THE SHARES OF COMMON STOCK REPRESENTED
BY THIS CERTIFICATE HAS BECOME EFFECTIVE UNDER SAID ACT, AND SUCH REGISTRATION
OR QUALIFICATION AS MAY BE NECESSARY UNDER THE SECURITIES LAWS OF ANY
STATE HAS BECOME EFFECTIVE, OR (II) PURSUANT TO AN AVAILABLE EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED
AND UNDER THE SECURITIES LAWS OF ANY STATE, SUBJECT TO THE COMPANYS RIGHT PRIOR
TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (II) TO REQUIRE THE
DELIVERY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY TO THE EFFECT
THAT SUCH TRANSFER IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT OF 1933, AS AMENDED, AND THE SECURITIES LAWS OF ANY STATE.  (ii)           Certificates
representing the Warrant Shares shall not contain any legend: (1) if the
Warrant Shares are sold pursuant to an effective registration statement
covering the resale of the Warrant Shares under the Securities Act, or (2) following
any sale of the Warrant Shares  6


pursuant to Rule 144
(other than sales to an Affiliate of Holder), or (3) if all of such
Warrant Shares are then eligible for sale under Rule 144(b)(1)(i) due
to the Holder owning the Warrant Shares for at least one year or
Rule 144(b)(1)(ii), or (4) if such legend is not required under
applicable requirements of the Securities Act (including judicial
interpretations and pronouncements issued by the staff of the Commission).  If the Company shall have received from the
Holder an opinion of counsel satisfactory to the Company to the effect that a
legend is not otherwise required under applicable requirements of the
Securities Act (including judicial interpretations thereof) in order to ensure
compliance with the Securities Act pursuant to clauses (2), (3) or (4) above,
then any certificates representing the Warrant Shares shall be issued free of
all legends.  The Company agrees that at
such time as such legend is no longer required under this Section 7(c)(ii) following
receipt by the Company from the Holder of the opinion of counsel referred to in
the prior sentence, it will, no later than three (3) Business Days
following the delivery by the Holder to the Companys transfer agent of a
certificate representing the Warrant Shares issued with a restrictive legend,
deliver or cause to be delivered to the Holder a certificate representing such
Warrant Shares that is free from all restrictive and other legends.  Unless required by law, the Company may not
make any notation on its records or give instructions to any transfer agent of
the Company that enlarge the restrictions on transfer set forth in this Section 7.  Notwithstanding the foregoing, the Company
may include the legend required under Article VII of the Companys Charter
on any certificate representing the Warrant Shares.  SECTION 8.         Representations
and Warranties.  The Company hereby
represents and warrants that (i) it has the requisite corporate power and
authority to execute, deliver and consummate the transactions contemplated by
this Warrant; (ii) it is duly authorized to, and has been authorized by
all necessary corporate action to execute, deliver and carry out its
obligations under this Warrant; (iii) the execution and delivery of this
Warrant, and the consummation of the transactions contemplated hereby will not
result in any such violation or be in conflict with or constitute, with or
without the passage of time and giving of notice, either a default under any
such provision, instrument, judgment, order, writ, decree or contract or an
event which results in the creation of any lien, charge or encumbrance upon any
assets of the Company; (iv) this Warrant and all of the outstanding Warrant
Shares, when issued and paid for upon exercise of this Warrant in accordance
with the terms hereof, will have been duly and validly authorized and issued
and will be fully paid and nonassessable and will have been offered, issued,
sold and delivered to the Holder in compliance with applicable Securities Laws;
(v) the offer and sale of this Warrant and the Warrant Shares to be issued
to the Holder upon exercise of this Warrant in accordance with the terms
hereof, are not required to be registered pursuant to Section 5 of the
Securities Act or any other Securities Laws; (vi) neither the Company nor
any agent on its behalf has solicited or will solicit any offers to sell or has
offered to sell or will offer to sell all or any part of this Warrant (or the Warrant
Shares to be issued upon exercise of this Warrant) so as to bring the issuance
of this Warrant within the registration provisions of the Securities Act or any
other Securities Laws; and (vii) all prior offerings and sales of
securities of the Company were in compliance with all applicable federal and
state securities laws.  SECTION 9.         Covenants.  The Company hereby covenants
to the Holder that so long as Holder holds any Warrant Securities:  (a)           Limitation on
Certain Restrictions.  Without the
prior written consent of the Required Holders, the Company will not, directly
or indirectly, create or otherwise cause or suffer to exist or become effective
any restriction or encumbrance on the ability of the Company to perform and
comply with its obligations under this Warrant.  7


(b)           Regulatory
Requirements and Restrictions.  In
the event of any reasonable determination by the Holder that, by reason of any
existing or future federal or state law, statute, rule, regulation, guideline,
order, court or administrative ruling, request or directive (whether or not
having the force of law and whether or not failure to comply therewith would be
unlawful) (collectively, a Regulatory Requirement), the Holder is
effectively restricted or prohibited from holding this Warrant or the Warrant
Shares (including any shares of capital stock or other securities distributable
to the Holder in any merger, reorganization, readjustment or other
reclassification), or otherwise realizing upon or receiving the benefits
intended under this Warrant, the Company shall use its commercially reasonable
efforts to take such action as the Holder and the Company shall jointly agree
in good faith to be necessary to permit the Holder to comply with such
Regulatory Requirement.  The reasonable
costs of taking such action, whether by the Company, the Holder or otherwise,
shall be borne by the Holder.  (c)           Reservation of
Shares.  The Company shall at all
times reserve and keep available out of 
the aggregate of its authorized but unissued shares, free of preemptive
rights, such number of its duly authorized shares of Common Stock as shall be
sufficient to enable the Company to issue Common Stock upon exercise of this
Warrant.  (d)           Affirmative
Actions to Permit Exercise and Realization of Benefits.  If any Warrant Shares reserved or to be
reserved for the purpose of the exercise of this Warrant require registration
with or approval of any Governmental Authority under any federal or state law
(other than securities laws) before such shares or other securities may be
validly delivered upon exercise of this Warrant, then the Company covenants
that it will, at its sole expense, secure such registration or approval, as the
case may be (including but not limited to approvals or expirations of waiting
periods required under the Hart-Scott-Rodino Antitrust Improvements Act).  (e)           Validly Issued
Shares.  All shares of Common Stock
that may be issued upon exercise of this Warrant, assuming full payment of the
Aggregate Exercise Price (including those issued pursuant to Section 5
hereof) shall, upon delivery by the Company, be duly authorized and validly
issued, fully paid and non-assessable, free from all stamp taxes, liens and
charges with respect to the issue or delivery thereof and otherwise free of all
other security interests, encumbrances and claims of any nature whatsoever
(other than security interests, encumbrances and claims created by actions of
the Holder or to which the Holder is subject prior to the issuance of this
Warrant and other transfer restrictions described herein).  (f)            Furnishing of
Information; Compliance with Rule 144. 
The Company shall timely file (or obtain extensions in respect thereof
and file within the applicable grace period) all reports required to be filed
by the Company after the date hereof pursuant to the Exchange Act.  So long as the Warrant Shares are not
registered under an effective registration statement, upon the request of the
Holder, the Company shall deliver to the Holder a written certification of a
duly authorized officer as to whether it has complied with the preceding
sentence.  As long as the Holder owns any
of the Warrant Shares, if the Company is not required to file reports pursuant
to such laws, it will prepare and furnish to the Holder and make publicly
available in accordance with Rule 144 such information as is required for
the Holder to sell the Warrant Shares under Rule 144.  So long as the Warrant Shares are not
registered under an effective registration statement, the Company further
covenants that it will take such further action as the Holder may reasonably
request, all to the extent required from time to time to enable the Holder to
sell such Warrant Shares without registration under the Securities Act within
the limitation of the exemptions provided by Rule 144.  (g)           Integration.  The Company shall not, and shall use its
commercially reasonable efforts to ensure that no Affiliate of the Company
shall, sell, offer for sale or solicit offers to buy or otherwise  8


negotiate in respect of any
security (as defined in Section 2 of the Securities Act) that would
be integrated with the offer or sale of this Warrant in a manner that would
require the registration under the Securities Act of the sale of the Warrant to
the Holder.  (h)           Listing of the
Warrant Shares.  The Company shall: (i) take
all commercially reasonable steps necessary upon the issuance of the Warrant
Shares to cause the Warrant Shares to be approved for listing on the Principal
Market, (ii) provide to the Holder evidence of such listing, and (iii) use
commercially reasonable efforts to maintain the listing of the Warrant Shares
on such Principal Market or another Principal Market.  (i)            Costs and
Expenses.  The Company agrees to pay
upon demand (including, without limitation, reasonable attorneys fees and
expenses) (a) all reasonable out-of-pocket costs and expenses of the
Holder in connection with the preparation, negotiation, execution and delivery
of, this Warrant and any amendment, modification or waiver hereof or consent
with respect hereto, and (b) all reasonable out of pocket costs and
expenses of the Holder in connection with the delivery of any and all opinions
required by Section 7 hereof.  (j)            Redemption.  Notwithstanding any other provision of this
Warrant, the Holder may elect by giving the Company written notice thereof, at
any time during the six-month period following the Commencement Date, to sell
to the Company this Warrant, the Warrant Shares or any portion thereof and the
Company shall be required to purchase such Warrant Securities or a portion
thereof in accordance with the terms hereof. 
The Holder shall give notice of exercise of the option to put the
Warrant Securities to the Company by overnight delivery service or by
electronic communication (including facsimile, e-mail and internet or intranet
websites).  Notwithstanding the
provisions contained in Section 17 hereof, all notices sent
pursuant to this Section 9(j) shall be deemed to have been
given when sent (the Put Exercise Date), and shall be delivered to the
Company at its Principal Office not less than 5 Business Days prior to the date
set forth in the notice as the date fixed for redemption (the Put
Redemption Date).  All redemption
notices shall set forth the Put Redemption Date and the Warrant Securities to
be redeemed.  The purchase price of the
Warrant Securities or any part thereof to be redeemed by the Company hereunder
shall be calculated as of the Put Exercise Date and shall be equal to the
product of (A) the Fair Market Value Per Share multiplied by (B) the
number of Warrant Securities to be redeemed; provided, that, if this
Warrant is to be redeemed, the purchase price shall be less the Aggregate
Exercise Price.  SECTION 10.  No
Effect Upon Lending Relationship.Notwithstanding
anything herein to the contrary, nothing contained in this Warrant shall
affect, limit or impair the rights and remedies of the Holder or any of its
Affiliates in its capacity as a lender to the Company pursuant to any agreement
under which the Company has borrowed money from the Holder.  Without limiting the generality of the
foregoing, the Holder, in exercising its rights as a lender, including making
its decision on whether to foreclose on any collateral security, will have no
duty to consider (i) its status or the status of any of its Affiliates as
a direct or indirect equity holder of the Company, (ii) the equity of the
Company or (iii) any duty it may have to any other direct or indirect
equity holder of the Company, except as may be required under the applicable
loan documents or by commercial law applicable to creditors generally.  SECTION 11.  Events
of Non-Compliance and Remedies.  (a)           Events of
Non-Compliance.  If the Company fails
to keep and fully and promptly perform and observe in all material respects any
of the terms, covenants or representations contained or referenced herein
within twenty (20) calendar days from the earlier to occur of (i) written
notice from the Holder specifying what failure has occurred, or requesting that
a specified failure be remedied or (ii) the Company becoming aware of such
failure (an Event of Non-Compliance), the Holder shall be entitled to
the remedies set forth in subsection (b) hereof.  9


(b)           Remedies.  On the occurrence of an Event of
Non-Compliance, in addition to any remedies the Holder may have under any
Requirement of Law, the Holder may bring any action for injunctive relief or
specific performance of any term or covenant contained herein, the Company
hereby acknowledging that an action for money damages may not be adequate to
protect the interests of the Holder hereunder.  SECTION 12.  Definitions.  As used herein, in addition
to the terms defined elsewhere herein, the following terms shall have the
following meanings.  Capitalized terms
not appearing below and not otherwise defined herein shall have the meaning
ascribed to them in the Discounted Payoff Letter Agreement.  Affiliate shall mean,
with respect to a specified Person, another Person that directly, or indirectly
through one or more intermediaries, controls, is controlled by or is under
common control with the Person specified.  Aggregate Exercise Price
has the meaning set forth in Section 2(a).  Aggregate Net Profit shall mean the aggregate profitof the Holder and all of Holders predecessors-in-interests, before
taxation and expenses, attributable to the (i) exercise or partial
exercise of this Warrant (which shall,
in each case, be equal to the difference between (a) the Fair Market Value
Per Share multiplied by the Aggregate
Number and (b) the Aggregate Exercise Price); provided, that,
for purposes of calculating the Aggregate Net Profit upon any exercise
of this Warrant, the Aggregate Number
of Warrant Shares issued in connection therewith shall be deemed to have been sold for their Fair Market Value Per Share on
the date of exercise, and (ii) the
aggregate amount of principal payments received thereby in connection with the
Principal Interest, from the date hereof through and including such date of
calculation.  Aggregate Number
has the meaning set forth in the Preamble.  Assignment Agreement
shall mean that certain Termination, Release and Assignment Agreement, dated as
of June 30, 2010, by and among NRF-Reindeer Ltd., NRFC Sub-Reit Corp.,
Northstar Realty Finance Corp., NRFC Luxembourg Holdings I S.à r.l. and Wells
Fargo Bank, N.A., London Branch.  Business Day shall
mean any day other than a Saturday, Sunday or other day on which commercial
banks in North Carolina or New York are authorized or required by Requirement
of Law to close.  Charter means the
Charter of the Company, as the same may be amended or supplemented from time to
time.  Commencement Date
has the meaning set forth in the Preamble.  Commission means
the Securities and Exchange Commission or any similar agency then having
jurisdiction to enforce the Securities Act or the Exchange Act.  Common Stock
includes the Common Stock of the Company, par value $0.01 per share, as
described in the Charter.  10


Company has the
meaning set forth in the Preamble.  Convertible Securities
means evidences of indebtedness, shares of stock or other securities
(including, but not limited to options and warrants) which are directly or
indirectly convertible, exercisable or exchangeable, with or without payment of
additional consideration in cash or property, for shares of Common Stock,
either immediately or upon the onset of a specified date or the happening of a
specified event.  Discounted Payoff Letter
Agreement has the meaning set forth in the Preamble.  Event of Non-Compliance
has the meaning set forth in Section 11(a).  Exchange Act means
the Securities Exchange Act of 1934, as amended.  Exercise Amount has
the meaning set forth in Section 2(a).  Exercise Price has
the meaning set forth in the Preamble.  Expiration Date has
the meaning set forth in the Preamble.  Fair Market Value Per
Share means the value, on a particular date, of a share of Common Stock
determined as follows:  (i)            If
the Common Stock is listed or admitted to trading on such date on the Principal
Market, the average of the last bid and ask prices on such date as those prices
are reported on the New York Stock Exchange or other such national securities
exchange or automated dealer quotation system, or if the Common Stock is not
listed or authorized for trading on the New York Stock Exchange or any
comparable system, the average of the closing bid and asked prices on such date
as furnished by two members of the Financial Industry Regulatory Authority, Inc.
selected from time to time by the Company for that purpose; or  (ii)           If
the Common Stock is not publicly traded, (a) the fair market value of the
Outstanding Common Stock based upon an arms length sale of the Company on such
date (including its ownership interest in all Persons) as an entirety, such
sale being between a willing buyer and a willing seller and determined without
reference to any discount for minority interest, restrictions on transfer,
disparate voting rights among classes of capital stock or lack of marketability
with respect to capital stock divided by (b) the aggregate
number of shares of Outstanding Common Stock. 
The Fair Market Value Per Share shall be determined pursuant to this
clause (ii) by the disinterested members of the Board of Directors of the
Company in good faith within ten (10) Business Days of any event for which
such determination is required and such determination (including the basis
therefor) shall be promptly provided to the Holder.  Such determination shall be binding on the
Holder unless the Holder objects thereto in writing within ten (10) Business
Days of receipt.  In the event the Holder
objects to the determination of Fair Market Value Per Share by the board of
directors of the Company (such objection to be made within ten (10) Business
Days of the Holders receipt of written notice of such determination), then the
Fair Market Value Per Share shall be determined by a disinterested appraiser
(which may be a national or regional investment bank or national accounting
firm) mutually selected by the Company and the Holder, the fees and expenses of
which shall be paid by the Company.  Any
selection of a disinterested appraiser shall be made in good faith within five (5) Business
Days after the Holder provides written notice to the Company of its objection
to the determination of  11


Fair Market Value Per Share
and any determination of Fair Market Value Per Share by a disinterested
appraiser shall be made within ten (10) Business Days of the date of
selection.  Governmental Authority
shall mean the government of the United States of America or any other nation,
or of any political subdivision thereof, whether state or local, and any
agency, authority, instrumentality, regulatory body, court, central bank or
other entity exercising executive, legislative, judicial, taxing, regulatory or
administrative powers or functions of or pertaining to government (including
any supra-national bodies such as the European Union or the European Central
Bank).  Holder has the
meaning set forth in the Preamble.  Notice of Exercise
has the meaning set forth in Section 2(a).  Outstanding Common Stock
of the Company means, as of the date of determination, the sum (without
duplication) of the following: (a) the number of shares of Common Stock
then outstanding at the date of determination, (b) the number of shares of
Common Stock then issuable upon the exercise of this Warrant (as such number of
shares may be adjusted pursuant to the terms hereof) and (c) the number of
shares of Common Stock then issuable upon the exercise or conversion of
Convertible Securities and any warrants, options or other rights to subscribe
for or purchase Common Stock or Convertible Securities (but excluding any
unvested options and securities not then exercisable for or convertible into
Common Stock).  Person shall mean
any natural person, corporation, limited liability company, trust, joint
venture, association, company, partnership, Governmental Authority or other
entity.  Principal Interest
shall have the meaning ascribed to such term in the Assignment Agreement.  Principal Market
initially means the New York Stock Exchange LLC and any successor exchange
thereto and shall also include the NASDAQ Global Select Market, the NASDAQ
Global Market, NASDAQ Capital Market, NYSE AMEX Equities or the OTC Bulletin
Board, whichever is at the time the principal trading exchange or market for
the Common Stock, based upon share volume.  Principal Office
means the Companys principal office as set forth in Section 17
hereof or such other principal office of the Company in the United States of
America the address of which first shall have been set forth in a notice to the
Holder.  Put Exercise Date
has the meaning set forth in Section 9(j).  Put Redemption Date
has the meaning set forth in Section 9(j).  Regulatory Requirement
has the meaning set forth in Section 9(b).  Required Holders
means the holders of at least 51.0% of the Warrant Shares then outstanding.  Requirement of Law
shall mean, as to any Person, (a) the authority documents of such Person,
and (b) all international, foreign, federal, state and local statutes,
treaties, rules, guidelines, regulations, ordinances, codes, executive orders,
and administrative or judicial precedents or authorities, including the
interpretation or administration thereof by any Governmental Authority charged
with the enforcement, interpretation or administration thereof, and all
applicable administrative orders, directed duties, requests, licenses,
authorizations and permits of, and agreements with, any Governmental Authority
(in each case  12


whether or not having the
force of law); in each case applicable to or binding upon such Person or any of
its Property or to which such Person or any of its Property is subject.  Securities Act
shall mean the Securities Act of 1933, together with any amendment thereto
or replacement thereof and any rules or regulations promulgated
thereunder.  Securities Laws
shall mean the Securities Act, the Exchange Act, Sarbanes-Oxley and the
applicable accounting and auditing principles, rules, standards and practices
promulgated, approved or incorporated by the SEC or the Public Company
Accounting Oversight Board, as each of the foregoing may be amended and in
effect on any applicable date hereunder.  Stock Combination
has the meaning set forth in Section 5(a)(i)(C).  Stock Dividend has
the meaning set forth in Section 5(a)(i)(A).  Stock Subdivision
has the meaning set forth in Section 5(a)(i)(B).  Subsidiary shall
mean, as to any Person, a corporation, partnership, limited liability company
or other entity of which shares of stock or other ownership interests having ordinary
voting power (other than stock or such other ownership interests having such
power only by reason of the happening of a contingency) to elect a majority of
the board of directors or other managers of such corporation, limited liability
company, partnership or other entity are at the time owned, or the management
of which is otherwise controlled, directly or indirectly through one or more
intermediaries, or both, by such Person.  Warrant has the
meaning set forth in the Preamble.  Warrant Securities
means this Warrant and the Warrant Shares, collectively.  Warrant Shares
means the shares of Common Stock issued or issuable upon exercise of this
Warrant in accordance with its terms.  SECTION 13.  Survival
of Provisions.Notwithstanding the full exercise by the Holder of its rights to
purchase Common Stock hereunder, (a) the provisions of Sections 9(f),
9(g) and (j) of this Warrant shall survive such
exercise and the Expiration Date until such time as the Holder no longer holds
any Warrant Shares and (b) the provisions of Section 24 of
this Warrant shall survive such exercise and the Expiration Date until such
time as the Assignment Agreement is terminated or otherwise expires pursuant to
its terms.  SECTION 14.  Delays,
Omissions and Indulgences.It is agreed that no delay or omission to
exercise any right, power or remedy accruing to the Holder upon any breach or
default of the Company under this Warrant shall impair any such right, power or
remedy, nor shall it be construed to be a waiver of any such breach or default,
or any acquiescence therein, or of or in any similar breach or default
thereafter occurring; nor shall any waiver of any single breach or default be
deemed a waiver of any other breach or default theretofore or thereafter
occurring.  It is further agreed that any
waiver, permit, consent or approval of any kind or character on the Holders
part of any breach or default under this Warrant, or any waiver on the Holders
part of any provisions or conditions of this Warrant must be in writing and
that all remedies, either under this Warrant, or by Requirement of Law or
otherwise afforded to the Holder, shall be cumulative and not alternative.  SECTION 15.  Rights
of Transferees.Subject to Section 7,the rights granted to the Holder hereunder
of this Warrant shall pass to and inure to the benefit of all subsequent
transferees of all or any  13


portion of this Warrant (provided
that the Holder and any transferee shall hold such rights in proportion to
their respective ownership of this Warrant and Warrant Shares) until
extinguished pursuant to the terms hereof.  SECTION 16.  Section Headings.The titles and captions of the
Sections and other provisions of this Warrant are for convenience of reference
only and are not to be considered in construing this Warrant.  SECTION 17.  Notices.  (a)Except in the case of notices and other
communications expressly permitted to be given by telephone (and except as
provided in paragraph (b) below), all notices and other communications
provided for herein shall be in writing and shall be delivered by hand or
overnight courier service, mailed by certified or registered mail or sent by
telecopier as follows:  if to the Company:  c/o NorthStar Realty Finance
Corp. 399 Park Avenue, 18th floor New York, New York  10022 Attention:
  Andy RichardsonAl Tylis, Esq.Daniel R. GilbertFacsimile No.:
  (212) 5472700Telephone Nos.:
  (212)
  5472650(212)
  5472641(212)
  5472680Emails:
  richardson@nrfc.comtylis@nrfc.comgilbert@nrfc.com  with
a copy to:  Haynes & Boone, LLP 1221 Avenue of the Americas 26th Floor New York, New York 10020 Attention:
  Robert J.
  Grados, Esq.Facsimile No.:
  (212) 884-8207Telephone No.:
  (212) 659-4997Email:
  robert.grados@haynesboone.com  if to the Holder:  Wells Fargo Bank, National
Association Mailcode NC0166 301 South College Street Charlotte, North
Carolina  28202 Attention:
  Lee GoinsFacsimile No.:
  (704) 715-0666Telephone No.:
  (704) 715-7655  14


Email:
  lee.goins@wachovia.com  with a copy to:  Moore & Van Allen
PLLC 100 North Tryon Street Suite 4700 Charlotte, North
Carolina  28202 Attention:
  Kenneth P. Kerr, Esq.Facsimile No.:
  (704) 3782097Telephone No.:
  (704) 3311145Email:
  kenkerr@mvalaw.com  Notices sent by hand or
overnight courier service, or mailed by certified or registered mail, shall be
deemed to have been given when received; notices sent by telecopier shall be
deemed to have been given when sent (except that, if not given during normal
business hours for the recipient, shall be deemed to have been given at the
opening of business on the next Business Day for the recipient).  Notices delivered through electronic communications
to the extent provided in paragraph (b) below shall be effective as
provided in said paragraph (b).  (b)           Notices and other
communications to the Holder hereunder may be delivered or furnished by
electronic communication (including facsimile, e-mail and internet or intranet
websites) pursuant to procedures approved by the Holder.  The Holder or the Company may, in its
discretion, agree to accept notices and other communications to it hereunder by
electronic communications pursuant to procedures approved by it, provided
that approval of such procedures may be limited to particular notices or
communications.  Unless the Holder otherwise
prescribes, (i) notices and other communications sent to an e-mail address
shall be deemed received upon the senders receipt of an acknowledgement from
the intended recipient (such as by the return receipt requested function, as
available, return e-mail or other written acknowledgement), provided
that if such notice or other communication is not sent during the normal
business hours of the recipient, such notice or communication shall be deemed
to have been sent at the opening of business on the next Business Day for the
recipient, and (ii) notices or communications posted to an internet or
intranet website shall be deemed received upon the deemed receipt by the
intended recipient at its e-mail address as described in the foregoing
clause (i) of notification that such notice or communication is
available and identifying the website address therefor.  (c)           Any party hereto
may change its address or telecopier number for notices and other
communications hereunder by notice to the other parties hereto.  SECTION 18.  Successors
and Assigns.This Warrant shall be binding upon and inure
to the benefit of the parties hereto and their respective successors and permitted
assigns, provided that the Company shall have no right to assign its
rights, or to delegate its obligations, hereunder without the prior written
consent of the Holder.  SECTION 19.  Amendments.Neither this Warrant nor any
term hereof may be amended, changed, waived, discharged or terminated without
the prior written consent of the Holder and the Company.  15


SECTION 20.  Severability.Any provision of this Warrant
which is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate
or render unenforceable such provision in any other jurisdiction.  SECTION 21.  Governing
Law.This Warrant shall be governed by, and
construed in accordance with, the law of the State of New York.  SECTION 22.  Entire
Agreement.This Warrant, the Discounted Payoff Letter
Agreement, the Assignment Agreement, the Principal Guaranty (as defined in the
Assignment Agreement), the Control Agreement (as defined in the Assignment
Agreement) and the Termination (as defined in the Discounted Payoff Letter Agreement)
are intended by the parties as a final expression of their agreement and are
intended to be a complete and exclusive statement of the agreement and
understanding of the parties hereto in respect of the subject matter contained
herein and therein.  SECTION 23.  Rules of
Construction.Unless the
context otherwise requires or is not exclusive, and references to sections or
subsections refer to sections or subsections of this Warrant.  All pronouns and any variations thereof refer
to the masculine, feminine or neuter, singular or plural, as the context may
require.  SECTION 24.  Post-Exercise
Cap.Notwithstanding anything to the contrary set forth in this Warrant, if
after giving effect to the exercise of this Warrant (or at any time
thereafter), the Aggregate Net Profit shall be equal to $45,000,000.00, then
the Holder hereby agrees that neither
the Holder nor any of its successors-in-interests shall be entitled to
receive additional principal payments in connection with the Principal
Interest.  [Remainder
of Page Intentionally Omitted.]  16


IN WITNESS WHEREOF,the Company
has caused this Warrant to be issued and executed in its corporate name by a
duly authorized officer or director as of the date first written above.   NORTHSTAR
  REALTY FINANCE CORP.,a
  Maryland corporationBy:
  /s/ Daniel R. GilbertName:
  Daniel R. GilbertTitle:
  Executive Vice
  President &Chief Investment Officer


EXHIBIT A  NOTICE
OF EXERCISE  To:   1.             The undersigned, pursuant to the
provisions of the attached Warrant, hereby elects to exercise this Warrant with
respect to            
shares of Common Stock (the Exercise Amount). 
Capitalized terms used but not otherwise defined herein have the
meanings ascribed thereto in the attached Warrant.  2.             The undersigned herewith tenders
payment for such shares in the following manner (please check type, or types,
of payment and indicate the portion of the Exercise Price to be paid by each
type of payment):  oExercise
for Cash oCashless
Exercise  3.             Please issue a certificate or
certificates representing the shares issuable in respect hereof under the terms
of the attached Warrant, as follows:  (Name of Record
  Holder/Transferee)  and deliver such certificate
or certificates to the following address:  (Address of Record
  Holder/Transferee)  4.             The undersigned represents that the
aforesaid shares are being acquired for the account of the undersigned for
investment purposes and not with a view to, or for resale in connection with,
the distribution thereof and that the undersigned has no present intention of
distributing or reselling such shares.  5.             If the Exercise Amount is less than
all of the shares of Common Stock purchasable hereunder, please issue a new
warrant representing the remaining balance of such shares, as follows:  (Name of Record
  Holder/Transferee)  and deliver such warrant to
the following address:  (Address of Record
  Holder/Transferee)  (Signature)  (Date)