EXHIBIT 10.1


FORM OF


MANAGEMENT AND ADVISORY AGREEMENT


dated as of                            , 2014


between


NEW
SENIOR INVESTMENT GROUP INC.


and


FIG LLC




    	 



    	 



    



	 	 	 	 	 
	 	 	TABLE OF CONTENTS	 	 
	 	 	 	 	 
	SECTION 1.	 	DEFINITIONS	 	1
	 	 	 	 	 
	SECTION 2.	 	APPOINTMENT AND DUTIES OF THE MANAGER	 	3
	 	 	 	 	 
	SECTION 3.	 	DEVOTION OF TIME; ADDITIONAL ACTIVITIES	 	7
	 	 	 	 	 
	SECTION 4.	 	AGENCY	 	7
	 	 	 	 	 
	SECTION 5.	 	BANK ACCOUNTS	 	7
	 	 	 	 	 
	SECTION 6.	 	RECORDS; CONFIDENTIALITY	 	8
	 	 	 	 	 
	SECTION 7.	 	OBLIGATIONS OF MANAGER; RESTRICTIONS.	 	8
	 	 	 	 	 
	SECTION 8.	 	COMPENSATION	 	9
	 	 	 	 	 
	SECTION 9.	 	EXPENSES OF THE COMPANY	 	10
	 	 	 	 	 
	SECTION 10.	 	CALCULATIONS OF EXPENSES	 	12
	 	 	 	 	 
	SECTION 11.	 	LIMITS OF MANAGER RESPONSIBILITY; INDEMNIFICATION	 	12
	 	 	 	 	 
	SECTION 12.	 	NO JOINT VENTURE	 	12
	 	 	 	 	 
	SECTION 13.	 	TERM; TERMINATION	 	13
	 	 	 	 	 
	SECTION 14.	 	ASSIGNMENT	 	14
	 	 	 	 	 
	SECTION 15.	 	TERMINATION FOR CAUSE	 	14
	 	 	 	 	 
	SECTION 16.	 	ACTION UPON TERMINATION	 	15
	 	 	 	 	 
	SECTION 17.	 	RELEASE OF MONEY OR OTHER PROPERTY UPON WRITTEN REQUEST	 	16
	 	 	 	 	 
	SECTION 18.	 	NOTICES	 	16
	 	 	 	 	 
	SECTION 19.	 	BINDING NATURE OF AGREEMENT; SUCCESSORS AND ASSIGNS	 	17
	 	 	 	 	 
	SECTION 20.	 	ENTIRE AGREEMENT	 	17
	 	 	 	 	 
	SECTION 21.	 	CONTROLLING LAW	 	17
	 	 	 	 	 
	SECTION 22.	 	INDULGENCES, NOT WAIVERS	 	18
	 	 	 	 	 
	SECTION 23.	 	TITLES NOT TO AFFECT INTERPRETATION	 	18
	 	 	 	 	 
	SECTION 24.	 	EXECUTION IN COUNTERPARTS	 	18
	 	 	 	 	 
	SECTION 25.	 	PROVISIONS SEPARABLE	 	18
	 	 	 	 	 
	SECTION 26.	 	GENDER	 	18





 




    	 



    	 



    

MANAGEMENT AND ADVISORY AGREEMENT


THIS MANAGEMENT AND ADVISORY
AGREEMENT is made as of                           , 2014 (the “Agreement”)
by and between NEW SENIOR INVESTMENT GROUP INC., a Delaware corporation (the “Company”),
and FIG LLC, a Delaware limited liability company (together with its permitted assignees, the “Manager”).


W I T N E S S E T H:


WHEREAS, the Company desires to avail itself
of the experience, sources of information, advice, assistance and certain facilities of or available to the Manager and to have
the Manager undertake the duties and responsibilities hereinafter set forth, on behalf of the Company, as provided in this Agreement;
and


WHEREAS, the Manager is willing to render
such services on the terms and conditions hereinafter set forth.


 


NOW THEREFORE, IN CONSIDERATION OF THE
MUTUAL AGREEMENTS HEREIN SET FORTH, THE PARTIES HERETO AGREE AS FOLLOWS:


 


SECTION 1.       DEFINITIONS.


The following terms have the meanings assigned
to them:


(a)          “Agreement”
means this Management and Advisory Agreement, as amended from time to time.


(b)          “Board
of Directors” means the Board of Directors of the Company.


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


(d)          “Common
Share” means a share of capital stock of the Company
now or hereafter authorized as common voting stock of the Company.


(e)          “Distribution Date”
means                            , 2014.


(f)           “Exchange
Act” means the Securities Exchange Act of 1934, as
amended.


(g)          “Funds
from Operations” is as defined by the National Association of Real Estate Investment Trusts and means net income (computed
in accordance with GAAP), excluding gains (or losses) from sales of depreciable real estate assets, impairment charges of depreciable
real estate, plus real estate depreciation and amortization (excluding depreciation on non-real estate assets such as furniture,
fixtures and equipment), and after adjustments required to account for earnings attributable to unconsolidated partnerships and
joint ventures on the basis of FFO. Funds from Operations will be computed on an unconsolidated basis. The computation of Funds
from Operations may be adjusted by the Independent Directors upon reasonable request by the Manager based on changes in, or certain
applications of, GAAP.



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 (h)          “Governing
Instruments” means, with regard to any entity, the articles
of incorporation and bylaws in the case of a corporation, certificate of limited partnership (if applicable) and the partnership
agreement in the case of a general or limited partnership, the articles of formation and the operating agreement in the case of
a limited liability company, or, in each case, comparable governing documents.


(i)         
 “Independent Directors”
means the members of the Board of Directors who are not officers or employees of the Manager.


(j)         
 “Investment Company Act”
means the Investment Company Act of 1940, as amended.


(k)          “Investments”
means the investments of the Company.


(l)        
  “Junior Share”
means a share of capital stock of the Company now or hereafter authorized or reclassified that has dividend rights, or rights
upon liquidation, winding up and dissolution, that are inferior or junior to the REIT Shares.


(m)        “Other
Non-Routine Items” means (i) write-offs of unamortized deferred financing fees, or additional costs, make-whole
payments, penalties or premiums incurred as the result of early repayment of debt, (ii) changes in the fair value of
contingent consideration and financial instruments, (iii) preferred stock redemption charges, (iv) gains or losses related to
litigation, claims and other contingencies, (v) losses on early extinguishment of debt, (vi) charges or income related to
changes in income tax valuation allowances, tax litigation or settlements, (vii) impairments or reversals of impairments,
(viii) changes in valuation allowances related to straight-line rent receivables, (ix) integration expenses related to
acquisitions and (x) other adjustments approved by the Independent Directors upon reasonable request by the Manager based on
adjustments made to Funds from Operations for the purpose of reporting to the public normalized Funds from Operations.


(n)         “Preferred Share”
means a share of capital stock of the Company now or hereafter authorized or reclassified that has dividend rights, or rights upon
liquidation, winding up and dissolution, that are superior or prior to the REIT Shares.


(o)         “REIT
Share” means a share of the Company’s Common Shares,
par value $0.01 per share. Where relevant in this Agreement, “REIT
Shares” includes shares of the Company’s Common
Shares, par value $0.01 per share, issued upon conversion of Preferred Shares or Junior Shares.


(p)         “Subsidiary”
means any subsidiary of the Company and any partnership, the general partner of which is the Company or any subsidiary of the Company
and any limited liability company, the managing member of which is the Company or any subsidiary of the Company.






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SECTION 2.      
APPOINTMENT AND DUTIES OF THE MANAGER.


(a)          The Company hereby appoints the
Manager to manage the assets of the Company subject to the further terms and conditions set forth in this Agreement and the Manager
hereby agrees to use its commercially reasonable efforts to perform each of the duties set forth herein. The appointment of the
Manager shall be exclusive to the Manager except to the extent that the Manager otherwise agrees, in its sole and absolute discretion,
and except to the extent that the Manager elects, pursuant to the terms of this Agreement, to cause the duties of the Manager hereunder
to be provided by third parties.


(b)          The Manager, in its capacity as
manager of the assets and the day-to-day operations of the Company, at all times will be subject to the supervision of the Company’s
Board of Directors and will have only such functions and authority as the Company may delegate to it including, without limitation,
the functions and authority identified herein and delegated to the Manager hereby. The Manager will be responsible for the day-to-day
operations of the Company and will perform (or cause to be performed) such services and activities relating to the assets and operations
of the Company as may be appropriate, including, without limitation:


  (i)          serving as the Company’s consultant
with respect to the periodic review of the guidelines attached hereto as Schedule 1 (as may be modified from time to time with
the approval of a majority of the Independent Directors, the “Guidelines”);


  (ii)         investigation, analysis, valuation
and selection of investment opportunities;


  (iii)        with respect to prospective Investments
by the Company and dispositions of Investments, conducting negotiations with brokers, sellers and purchasers and their respective
agents and representatives, investment bankers and owners of privately and publicly held companies;


  (iv)        engaging and supervising independent
contractors that provide services relating to the Company or the Investments, including, but not limited to, investment banking,
legal or regulatory advisory, tax advisory, accounting advisory, securities brokerage, property management/operations, property
condition, real estate and leasing advisory and brokerage, and other financial and consulting services as the Manager determines
from time to time is advisable;


  (v)         negotiating for the purchase, sale,
exchange or other disposition of any Investments;


  (vi)        coordinating and managing operations
of any joint venture or co-investment interests held by the Company and conducting all matters with the joint venture or co-investment
partners;


  (vii)       coordinating and supervising all
property managers, tenant operators, leasing agents and developers for the administration, leasing, management and/or development
of any of the Investments;


 


  (viii)      providing executive and administrative
personnel, office space and office services required in rendering services to the Company;



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  (ix)        conducting periodic on-site visits
to properties to inspect the physical condition and operations of the properties and to evaluate the performance of a tenant or
operator of its duties;


  (x)        administering the day-to-day operations
of the Company and performing and supervising the performance of such other administrative functions necessary in the management
of the Company as may be agreed upon by the Manager and the Board of Directors, including, without limitation, the collection of
revenues and the payment of the Company’s debts and obligations and maintenance of appropriate computer services to perform
such administrative functions;


  (xi)       communicating with the past, current
and prospective holders of any equity or debt securities of the Company as required to satisfy the reporting and other requirements
of any governmental bodies or agencies or trading markets and to maintain effective relations with such holders;


  (xii)      counseling the Company in connection
with policy decisions to be made by the Board of Directors;


  (xiii)     evaluating and recommending to
the Board of Directors modifications to any hedging strategies in effect on the date hereof and engaging in hedging activities
consistent with the Guidelines;


  (xiv)      counseling the Company regarding
the maintenance of its status as a real estate investment trust (“REIT”) and monitoring compliance with the
various REIT qualification tests and other rules set out in the Code and Treasury Regulations thereunder;


  (xv)       counseling the Company regarding
the maintenance of its exemption from the Investment Company Act and monitoring compliance with the requirements for maintaining
an exemption from that Act;


  (xvi)       assisting the Company in developing
criteria that are specifically tailored to the Company’s investment objectives and making available to the Company its knowledge
and experience with respect to its target assets;


  (xvii)      monitoring the operating performance
of the Investments and providing periodic reports with respect thereto to the Board of Directors, including comparative information
with respect to such operating performance, valuation and budgeted or projected operating results;


  (xviii)     investing and re-investing any
moneys and securities of the Company (including investing in short-term Investments pending investment in Investments, payment
of fees, costs and expenses, or payments of dividends or distributions to stockholders and partners of the Company) and advising
the Company as to its capital structure and capital raising;


  (xix)     causing the Company to retain qualified
accountants and legal counsel, as applicable, to assist in developing appropriate accounting procedures, compliance procedures
and testing systems with respect to financial reporting obligations and compliance with the provisions of the Code applicable to
REITs;



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  (xx)        causing the Company to qualify to
do business in all applicable jurisdictions and to obtain and maintain all appropriate licenses;


  (xxi)       assisting the Company in complying
with all regulatory requirements applicable to the Company in respect of its business activities, including preparing or causing
to be prepared all financial statements required under applicable regulations and contractual undertakings and all reports and
documents required under the Exchange Act;


  (xxii)      taking all necessary actions to
enable the Company to make required tax filings and reports, including soliciting stockholders for required information to the
extent provided by the provisions of the Code applicable to REITs;


  (xxiii)     handling and resolving all claims,
disputes or controversies (including all litigation, arbitration, settlement or other proceedings or negotiations) in which the
Company may be involved or to which the Company may be subject arising out of the Company’s day-to-day operations, subject
to such limitations or parameters as may be imposed from time to time by the Board of Directors;


  (xxiv)     using commercially reasonable efforts
to cause expenses incurred by or on behalf of the Company to be within any expense guidelines set by the Board of Directors from
time to time;


  (xxv)      performing such other services as
may be required from time to time for management and other activities relating to the assets of the Company as the Board of Directors
and Manager shall agree from time to time or as the Manager shall deem appropriate under the particular circumstances;


  (xxvi)     using commercially reasonable efforts
to cause the Company to comply with all applicable laws; and


  (xxvii)    traveling in connection with the
performance of any services or activities relating to our assets, operations or investment analysis.


Without limiting the foregoing, the Manager
will perform portfolio management services (the “Portfolio
Management Services”) on behalf of the Company with respect
to the Investments. Such services will include, but not be limited to, consulting with the Company on the purchase and sale of,
and other investment opportunities in connection with, the Company’s portfolio of assets; the collection of information and
the submission of reports pertaining to the Company’s assets, interest rates and general economic conditions; periodic review
and evaluation of the performance of the Company’s portfolio of assets; acting as liaison between the Company and banking,
mortgage banking, investment banking and other parties with respect to the purchase, financing and disposition of assets; and other
customary functions related to portfolio management. Additionally, the Manager will perform monitoring services (the “Monitoring
Services”) on behalf of the Company with respect to any
services provided by third parties, which the Manager determines are material to the performance of the business.



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(c)         The
Manager may enter into agreements with other parties, including its affiliates; provided, that any such agreements entered
into with affiliates of the Manager shall be (A) on terms no more favorable to such affiliate than could be obtained from a
third party on an arm’s-length basis and (B) to the extent the same do not fall within the provisions of the Guidelines,
approved by a majority of the Independent Directors to the extent required by any Board policy.


(d)         The Manager may retain, for and
on behalf, and at the sole cost and expense, of the Company, such services of accountants, legal counsel, tax counsel, appraisers,
insurers, brokers or business developers, transfer agents, registrars, developers, investment banks, financial advisors, underwriters,
asset managers, banks and other lenders and others as the Manager deems necessary or advisable in connection with the management
and operations of the Company. Notwithstanding anything contained herein to the contrary, the Manager shall have the right to cause
any such services to be rendered by its employees or affiliates (which, for the avoidance of doubt, includes any employees, consultants
or agents of any affiliate of the Manager). The Company shall pay or reimburse the Manager or its affiliates performing such services
for the cost thereof; provided, that such costs and reimbursements are no greater than those which would be payable to outside
professionals or consultants engaged to perform such services pursuant to agreements negotiated on an arm’s-length basis.


(e)         As frequently as the Manager may
deem necessary or advisable, or at the direction of the Board of Directors, the Manager shall, at the sole cost and expense of
the Company, prepare, or cause to be prepared, with respect to any Investment (i) an appraisal prepared by an independent
real estate appraiser; (ii) reports and information on the Company’s operations and asset performance and (iii) other
information reasonably requested by the Company.


(f)         The Manager shall prepare, or cause
to be prepared, at the sole cost and expense of the Company, all reports, financial or otherwise, with respect to the Company reasonably
required by the Board of Directors in order for the Company to comply with its Governing Instruments or any other materials required
to be filed with any governmental body or agency, and shall prepare, or cause to be prepared, all materials and data necessary
to complete such reports and other materials including, without limitation, an annual audit of the Company’s books of account
by a nationally recognized independent accounting firm.


(g)         The Manager shall prepare regular
reports for the Board of Directors to enable the Board of Directors to review the Company’s acquisitions, portfolio composition
and characteristics, credit quality, performance and compliance with the Guidelines and any policies approved by the Board of Directors.


(h)         Notwithstanding anything contained
in this Agreement to the contrary, except to the extent that the payment of additional monies is proven by the Company to have
been required as a direct result of the Manager’s acts or omissions which result in the right of the Company to terminate
this Agreement pursuant to Section 15 of this Agreement, the Manager shall not be required to expend money (“Excess
Funds”) in excess of that contained in any applicable Company Account (as herein defined) or otherwise made available
by the Company to be expended by the Manager hereunder. Failure of the Manager to expend Excess Funds out-of-pocket shall not give
rise or be a contributing factor to the right of the Company under Section 13(a) of this Agreement to terminate this Agreement
due to the Manager’s unsatisfactory performance.



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(i)         In performing its duties under this
Section 2, the Manager shall be entitled to rely reasonably on qualified experts hired by the Manager.




SECTION 3.      DEVOTION OF TIME; ADDITIONAL ACTIVITIES.


(a)         The Manager will provide a management
team, including a Chief Executive Officer and a Chief Financial Officer of the Company, to provide the management services to be
provided by the Manager to the Company hereunder. The members of such team shall devote such of their time to the management of
the Company as is reasonably necessary and appropriate, commensurate with the level of activity of the Company from time to time.


(b)         Except to the extent set forth in
clause (a) above, nothing herein shall prevent the Manager or any of its affiliates or any of the officers and employees of any
of the foregoing from engaging in other businesses or from rendering services of any kind to any other person or entity, including
investment in, or advisory service to others investing in, any type of real estate or real estate related investment, including
investments which meet the principal investment objectives of the Company.


(c)         Managers, members, partners, officers,
employees and agents of the Manager or affiliates of the Manager may serve as directors, officers, employees, agents, nominees
or signatories for the Company or any Subsidiary, to the extent permitted by their Governing Instruments, as from time to time
amended, or by any resolutions duly adopted by the Board of Directors pursuant to the Company’s Governing Instruments. When
executing documents or otherwise acting in such capacities for the Company, such persons shall use their respective titles in the
Company.


SECTION 4.     AGENCY.


The Manager shall act as agent of the Company
in making, acquiring, financing and disposing of Investments, disbursing and collecting the Company’s funds, paying the debts
and fulfilling the obligations of the Company, supervising the performance of professionals engaged by or on behalf of the Company
and handling, prosecuting and settling any claims of or against the Company, the Board of Directors, holders of the Company’s
securities or the Company’s representatives or properties.


 


SECTION 5.     BANK ACCOUNTS.


The Manager may establish and maintain
one or more bank accounts in the name of the Company or any Subsidiary (any such account, a “Company
Account”), and may collect and deposit funds into any
such Company Account or Company Accounts, and disburse funds from any such Company Account or Company Accounts; and the Manager
shall from time to time render appropriate accountings of such collections and payments to the Board of Directors and, upon request,
to the auditors of the Company or any Subsidiary.



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SECTION 6.     RECORDS;
CONFIDENTIALITY.


The Manager shall maintain appropriate
books of accounts and records relating to services performed under this Agreement, and such books of account and records shall
be accessible for inspection by representatives of the Company at any time during normal business hours upon ten (10) business
days advance written notice.


The Manager shall keep confidential any
and all non-public information obtained in connection with the services rendered under this Agreement and shall not disclose any
such information to any person, except to (i) its affiliates, members, officers, directors, employees, agents, representatives
or advisors who have a need to know such information in order to carry out their duties to the Company and who have a duty to the
Manager or to the Company to keep such information confidential, (ii) to appraisers, financing sources and others in the ordinary
course of the Manager’s business for the purpose of rendering services hereunder, provided that such persons agree to keep
such information confidential, (iii) in connection with any governmental or regulatory requests of the Manager and any of its affiliates,
members, officers, directors, employees, agents, representatives or advisors, (v) as required by applicable law or regulation or
(vi) with the prior written consent of the Board of Directors.


SECTION 7.    OBLIGATIONS OF MANAGER; RESTRICTIONS.


(a)         The Manager shall require each seller
or transferor of Investments to the Company to make such representations and warranties regarding such assets as may, in
the sole judgment made in good faith of the Manager, be necessary and appropriate. In addition, the Manager shall take such other
action as it deems necessary or appropriate with regard to the protection of the Investments.


(b)         The Manager shall refrain from any
action that, in its sole judgment made in good faith, (i) is not in compliance with the Guidelines, (ii) can reasonably be expected
to result in the loss of the Company’s status as a REIT under the Code or (iii) would violate any law, rule or regulation
of any governmental body or agency having jurisdiction over the Company or any Subsidiary or that would otherwise not be permitted
by such entity’s Governing Instruments. If the Manager is ordered to take any such action by the Board of Directors, the
Manager shall promptly notify the Board of Directors of the Manager’s judgment that such action would adversely affect such
status or violate any such law, rule or regulation or the Governing Instruments. Notwithstanding the foregoing, the Manager, its
directors, officers, stockholders and employees shall not be liable to the Company or any Subsidiary, the Board of Directors, or
the Company’s or any Subsidiary’s stockholders or partners for any act or omission by the Manager, its directors, officers,
stockholders or employees except as provided in Section 11 of this Agreement.


(c)         The Manager shall at all times during
the term of this Agreement (including the Original Term and any renewal term) maintain a tangible net worth equal to or greater
than $1,000,000. Additionally, during such period the Manager shall maintain “errors and omissions” insurance coverage
and other insurance coverage which is customarily carried by asset and investment managers performing functions similar to those
of the Manager under this Agreement with respect to assets similar to the assets of the Company, in an amount which is comparable
to that customarily maintained by other managers or servicers of similar assets.



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SECTION 8.       COMPENSATION.


(a)         During
the term of this Agreement (as the same may be extended from time to time), the Manager will receive an annual management fee
(the “Management Fee”) equal to 1.50% of the Company’s “Gross Equity.” The Management
Fee shall be calculated and paid monthly in arrears based upon the weighted daily average of the Gross Equity of the Company
for such month. The term “Gross Equity” for any period means (A) the sum of (i) the “Total
Equity,” plus (ii) the value of contributions made by partners other than the Company, from time to time, to the capital
of any Subsidiary (reduced proportionately in the case of a Subsidiary to the extent that the Company owns, directly or
indirectly, less than 100% of the equity interests in such Subsidiary), less (B) any capital dividends or capital
distributions (calculated without regard to depreciation and amortization) made by the Company to its stockholders or,
without duplication, by any Subsidiary to its stockholders, partners or other equity holders. As used herein, the term
“Total Equity” shall mean (i) the equity invested by Newcastle Investment Corp. in the assets of the Company
(including total cash contributed to the Company) as of the Distribution Date, plus (ii) the aggregate offering price of any
common or preferred equity capital hereafter raised by the Company or any Subsidiary of the Company (exclusive, with respect
to any Subsidiary, of capital of such Subsidiary consisting of a capital contribution or other form of capital investment
made by the Company or another Subsidiary of the Company).


(b)         The Manager shall compute each installment
of the Management Fee within 15 days after the end of the calendar month with respect to which such installment is payable, and
such installment shall be due and payable no later than 20 days after the end of the calendar month with respect to which such
installment is payable. A copy of the computations made by the Manager to calculate such installment shall, for informational purposes
only and subject in any event to Section 13(a) of this Agreement, promptly be delivered to the Board of Directors within 90
days after the end of each calendar year.


(c)         The Management Fee is subject to
adjustment pursuant to and in accordance with the provisions of Section 13(a) of this Agreement.


(d)         The Board of Directors may, by written
notice to the Manager delivered ten (10) days prior to the date on which any payment of the Incentive Compensation (as defined
below) is payable, request that the Manager accept all or a portion of such payment in the form of issued Common Shares, which
notice shall specify the amount of the payment of the Incentive Compensation, the amount thereof which the Company intends to pay
in cash, if any, and the amount thereof which the Company intends to pay in the form of such Common Shares in the number of such
shares as determined by the Board of Directors. Within five (5) days following receipt of said notice, the Manager shall notify
the Company in writing, such election to be made by the Manager in its sole discretion, whether it will accept such portion of
such payment in the form of such shares and in such number of such shares.



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(e)         In
addition to the Management Fee otherwise payable hereunder, the Company shall pay the Manager on a quarterly basis
annual incentive compensation (“Incentive Compensation”) on a cumulative, but not compounding, basis, in an
amount equal to the product of (A) 25% of the dollar amount by which (1)(a) the Funds from Operations (before such payment)
of the Company per REIT Share (based on the weighted average number of REIT Shares outstanding), plus (b) gains (or losses)
from sales of property, plus (c) all internal and external acquisition-related expenses, plus (d) unconsummated
transaction expenses, plus (e) Other Non-Routine Items, in each case per REIT Share (based on the weighted average number of
REIT Shares outstanding), exceed (2) an amount equal to (a) the weighted average value per REIT Share of the equity invested
by Newcastle Investment Corp. in the assets of the Company (including total cash contributed to the Company) as of the
Distribution Date, and the prices per REIT Share at any subsequent offerings by the Company (adjusted for any prior capital
dividends or capital distributions) multiplied by (b) a simple interest rate of ten percent (10%) per annum multiplied by (B)
the weighted average number of REIT Shares outstanding during such period. The obligation of the Company to pay the Incentive
Compensation shall survive the expiration or earlier termination of this Agreement, subject to Section 16(b).


(f)         Commencing
from the Distribution Date, upon the successful completion of an offering of Common Shares by the Company, the Company shall
pay and issue to the Manager options (including cash-settled options) with respect to 10%
of the number of Common Shares sold in the offering with an exercise price equal to the price per Common Share, as the case
may be, paid by the public or other ultimate purchaser in the offering. For the avoidance of doubt, the distribution on
the Distribution Date shall not constitute an “offering” for purposes of this Section 8(f).


SECTION 9.     EXPENSES OF THE COMPANY.


The Company shall pay all of its expenses
and shall reimburse the Manager or (for the avoidance of doubt) its affiliates for documented expenses of the Manager or its affiliates
incurred on its behalf (collectively, the “Expenses”).
Expenses include all costs and expenses which are expressly designated elsewhere in this Agreement as the Company’s, together
with the following:


(a)         expenses in connection with the
issuance and transaction costs incident to the acquisitions, disposition and financing of Investments;


(b)         travel and other out-of-pocket expenses
incurred by managers, officers, employees and agents of the Manager or its affiliates in connection with the sourcing, underwriting,
purchase, financing, refinancing, sale or other disposition, or asset management of an Investment;


(c)         costs of legal, accounting, tax,
auditing, underwriting, asset management, sourcing, administrative and other services rendered for the Company by providers retained
by the Manager or its affiliates or, if provided by the Manager’s or any affiliate’s employees, consultants or agents,
in amounts which are no greater than those which would be payable to outside professionals or consultants engaged to perform such
services pursuant to agreements negotiated on an arm’s-length basis;



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(d)         the compensation and expenses of
the Independent Directors and the cost of liability insurance to indemnify the Company’s directors and officers;


(e)         compensation and expenses of the
Company’s custodian and transfer agent, if any;


(f)         costs associated with the establishment
and maintenance of any credit facilities and other indebtedness of the Company (including commitment fees, legal fees, closing
and other costs) or any securities offerings of the Company;


(g)         costs associated with any computer
software or hardware that is used for the Company;


(h)         costs and expenses incurred in contracting
with third parties, including affiliates of the Manager, in accordance with the terms of the Agreement;


(i)         all other costs and expenses relating
to the Company’s business and investment operations, including, without limitation, the costs and expenses of sourcing, underwriting,
acquiring, financing, owning, protecting, maintaining, developing, operating and disposing of Investments, including appraisal,
reporting, audit and legal fees;


(j)         all insurance costs incurred in
connection with the operation of the Company’s business except for the costs attributable to the insurance that the Manager
elects to carry for itself and its employees;


(k)         expenses relating to any office
or office facilities maintained for the Company or Investments separate from the office or offices of the Manager;


(l)         expenses connected with the payments
of interest, dividends or distributions in cash or any other form made or caused to be made by the Board of Directors to or on
account of the holders of securities of the Company or its Subsidiaries, including, without limitation, in connection with any
dividend reinvestment plan;


(m)         expenses connected with communications
to holders of securities of the Company or its Subsidiaries and other bookkeeping and clerical work necessary in maintaining relations
with holders of such securities and in complying with the continuous reporting and other requirements of governmental bodies or
agencies, including, without limitation, all costs of preparing and filing required reports with the Securities and Exchange Commission,
the costs payable by the Company to any transfer agent and registrar in connection with the listing and/or trading of the Company’s
stock on any exchange, the fees payable by the Company to any such exchange in connection with its listing, costs of preparing,
printing and mailing the Company’s annual report to its shareholders and proxy materials with respect to any meeting of the
shareholders of the Company; and


(n)         all other expenses actually incurred
by the Manager which are reasonably necessary for the performance by the Manager of its duties and functions under this Agreement.




    	11



    	 



    



Without regard to the amount of
compensation received under this Agreement by the Manager, the Manager shall bear the following expenses, except as expressly set
forth herein: (i) wages and salaries of the Manager’s officers and employees; (ii) rent attributable to the space
occupied by the Manager; and (iii) all other “overhead” expenses of the Manager.


SECTION 10.  CALCULATIONS OF EXPENSES.


The Manager shall prepare a statement documenting
the Expenses of the Company and the Expenses incurred by the Manager on behalf of the Company during each calendar month, and shall
deliver such statement to the Company in the ordinary course of periodic accounting. Expenses incurred by the Manager on behalf
of the Company shall be reimbursed monthly to the Manager on the later of (i) the first business day of the month immediately following
the date of delivery of such statement, and (ii) 10 business days after the date of delivery of such statement.


 


SECTION 11.    LIMITS OF MANAGER RESPONSIBILITY; INDEMNIFICATION.


(a)         The Manager assumes no responsibility
under this Agreement other than to render the services called for under this Agreement in good faith and shall not be responsible
for any action of the Board of Directors in following or declining to follow any advice or recommendations of the Manager, including
as set forth in Section 7(b) of this Agreement. The Manager, its members, managers, officers and employees will not be liable
to the Company or any Subsidiary, to the Board of Directors, or the Company’s or any Subsidiary’s stockholders or partners
for any acts or omissions by the Manager, its members, managers, officers or employees, pursuant to or in accordance with this
Agreement, except by reason of acts constituting bad faith, willful misconduct, gross negligence or reckless disregard of the Manager’s
duties under this Agreement. The Company shall, to the full extent lawful, reimburse, indemnify and hold the Manager, its members,
managers, officers and employees, sub-advisers and each other Person, if any, controlling the Manager (each, an “Indemnified
Party”), harmless of and from any and all expenses, losses,
damages, liabilities, demands, charges and claims of any nature whatsoever (including attorneys’ fees) in respect of or arising
from any acts or omissions of such Indemnified Party made in good faith in the performance of the Manager’s duties under
this Agreement and not constituting such Indemnified Party’s bad faith, willful misconduct, gross negligence or reckless
disregard of the Manager’s duties under this Agreement.


(b)         The Manager shall, to the full extent
lawful, reimburse, indemnify and hold the Company, its shareholders, directors, officers and employees and each other Person, if
any, controlling the Company (each, a “Company Indemnified
Party”), harmless of and from any and all expenses, losses,
damages, liabilities, demands, charges and claims of any nature whatsoever (including attorneys’ fees) in respect of or arising
from the Manager’s bad faith, willful misconduct, gross negligence or reckless disregard of its duties under this Agreement.


SECTION 12.    NO JOINT VENTURE.


Nothing in this Agreement shall be construed
to make the Company and the Manager partners or joint venturers or impose any liability as such on either of them.



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SECTION 13.    TERM; TERMINATION.


(a)         Unless
terminated in accordance with Section 14 or Section 15, this Agreement shall be in effect until the date that is ten (10) years
after the date hereof (the “Original Term”). At the expiration of the Original Term and each Renewal Term (as
defined below), this Agreement shall be deemed renewed automatically each year for an additional one-year period (each, a “Renewal
Term”) unless (i) a majority consisting of at least two-thirds of the Independent Directors or a simple majority
of the holders of outstanding Common Shares, agree that there has been unsatisfactory performance that is materially detrimental
to the Company or (ii) a simple majority of the Independent Directors agree that the Management Fee payable to the Manager
is unfair; provided, that the Company shall not have the right to terminate this Agreement under clause (ii) foregoing if
the Manager agrees to continue to provide the services under this Agreement at a fee that a simple majority of Independent Directors
have reasonably determined to be fair. If the Company elects not to renew this Agreement at the expiration of the Original Term
or any Renewal Term, the Company shall deliver to the Manager prior written notice (the “Termination
Notice”) of the Company’s intention not to renew
this Agreement based upon the terms set forth in this Section 13(a) of this Agreement not less than 60 days prior to the
expiration of the then existing term. If the Company so elects not to renew this Agreement, the Company shall designate the date
(the “Effective Termination Date”),
not less than 60 days from the date of the notice, on which the Manager shall cease to provide services under this Agreement,
and this Agreement shall terminate on such date; provided, however, that in the event that such Termination Notice is given in
connection with a determination that the compensation payable to the Manager is unfair, the Manager shall have the right to renegotiate
the Management Fee by delivering to the Company, no fewer than forty-five (45) days prior to the prospective Effective Termination
Date, written notice (any such notice, a “Notice of Proposal
to Negotiate”) of its intention to renegotiate its compensation
under this Agreement. Thereupon, the Company and the Manager shall endeavor to negotiate in good faith the revised compensation
payable to the Manager under this Agreement. Provided that the Manager and the Company agree to a revised Management Fee (or other
compensation structure) within 45 days following the receipt of the Notice of Proposal to Negotiate, the Termination Notice shall
be deemed of no force and effect and this Agreement shall continue in full force and effect on the terms stated in this Agreement,
except that the Management Fee shall be the revised Management Fee (or other compensation structure) then agreed upon by the parties
to this Agreement. The Company and the Manager agree to execute and deliver an amendment to this Agreement setting forth such
revised Management Fee promptly upon reaching an agreement regarding same. In the event that the Company and the Manager are unable
to agree to a revised Management Fee during such 45 day period, this Agreement shall terminate, such termination to be effective
on the date which is the later of (A) ten (10) days following the end of such 45 day period and (B) the Effective
Termination Date originally set forth in the Termination Notice.


(b)         In the event that this Agreement
is terminated in accordance with the provisions of Section 13(a) of this Agreement, the Company shall pay to the Manager,
on the date on which such termination is effective, a termination fee (the “Termination
Fee”) equal to the amount of the Management Fee earned
by the Manager during the period consisting of the twelve (12) full, consecutive calendar months immediately preceding such
termination. The obligation of the Company to pay the Termination Fee shall survive the termination of this Agreement.



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(c)         No later than sixty (60) days
prior to the expiration of the Original Term or any Renewal Term, the Manager may deliver written notice to the Company informing
it of the Manager’s intention not to renew the term, whereupon the term of this Agreement shall not be renewed and extended,
and this Agreement shall terminate effective on the expiration date of this Agreement next following the delivery of such notice.


(d)         If this Agreement is terminated
pursuant to this Section 13, such termination shall be without any further liability or obligation of either party to the
other, except as provided in Section 13(b) and Section 16 of this Agreement. In addition, Section 11 of this Agreement
shall survive termination of this Agreement.


 


SECTION 14.    ASSIGNMENT.


(a)         Except
as set forth in Section 14(b) of this Agreement, this Agreement shall terminate automatically in the event of its
assignment, in whole or in part, by the Manager, unless such assignment is consented to in writing by the Company with the
consent of a majority of the Independent Directors; provided, however, that no such consent shall be required in the case of
an assignment by the Manager to an entity whose business and operations are managed  or supervised by Mr. Wesley R.
Edens (the “Principal”).
Any such permitted assignment shall bind the assignee under this Agreement in the same manner as the Manager is bound, and
the Manager shall be liable to the Company for all errors or omissions of the assignee under any such assignment. In
addition, the assignee shall execute and deliver to the Company a counterpart of this Agreement naming such assignee as
Manager. This Agreement shall not be assigned by the Company without the prior written consent of the Manager, except in the
case of assignment by the Company to another REIT or other organization which is a successor (by merger, consolidation or
purchase of assets) to the Company, in which case such successor organization shall be bound under this Agreement and by the
terms of such assignment in the same manner as the Company is bound under this Agreement.


(b)         Notwithstanding any provision of
this Agreement, the Manager may subcontract and assign any or all of its responsibilities under Section 2 of this Agreement to
any of its affiliates in accordance with the terms of this Agreement, or if approved by the Board, applicable to any such subcontract
or assignment, and the Company hereby consents to any such assignment and subcontracting. In addition, provided that the Manager
provides prior written notice to the Company for informational purposes only, nothing contained in this Agreement shall preclude
any pledge, hypothecation or other transfer of any amounts payable to the Manager under this Agreement.


SECTION 15.    TERMINATION FOR CAUSE.


(a)         The
Company may terminate this Agreement effective upon sixty (60) days prior written notice of termination from the Company to
the Manager, without payment of any Termination Fee, if any act of fraud, misappropriation of funds, or embezzlement against the
Company or other willful violation of this Agreement by the Manager in its corporate capacity (as distinguished from the acts of
any employees of the Manager which are taken without the complicity of the Principal) under this Agreement or in the event of any
gross negligence on the part of the Manager in the performance of its duties under this Agreement.



    	14



    	 



    




(b)         The Manager may terminate this Agreement
effective upon sixty (60) days prior written notice of termination to the Company in the event that the Company 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 30 days after written notice thereof specifying such default and requesting that the same be remedied
in such 30 day period.


SECTION 16.    ACTION UPON TERMINATION.


(a)         From and after the effective date
of termination of this Agreement, pursuant to Sections 13, 14, or 15 of this Agreement, the 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 and, if terminated
pursuant to Section 13 or Section 15(b), the applicable Termination Fee. Upon such termination, the Manager shall forthwith:


 (i)         after deducting any accrued compensation
and reimbursement for its expenses to which it is then entitled, pay over to the Company or a Subsidiary all money collected and
held for the account of the Company or a Subsidiary pursuant to this Agreement;


 (ii)        deliver to the Board of Directors
a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering
the period following the date of the last accounting furnished to the Board of Directors with respect to the Company or a Subsidiary;
and


 (iii)    
  deliver to the Board of Directors all property and documents of the Company or any Subsidiary then in the custody
of the Manager.


(b)         In the event that this Agreement
is terminated, the Company shall have the option, to be exercised by written notice to the Manager within ten (10) days following
such termination, to purchase from the Manager the right of the Manager to receive the Incentive Compensation. In exchange therefor
the Company will be obligated to pay the Manager a cash purchase price (the “Cash
Price”) equal to the amount of the Incentive Compensation
that would be paid to the Manager if all of the Company’s assets were sold for cash at their then current fair market value
(taking into account, among other things, expected future performance of the underlying investments, the “Fair
Market Value”). In the event that the Company does not
elect to exercise such option to purchase the Incentive Compensation, the Manager shall have the right to require the Company to
do so at the Cash Price by delivering to the Company written notice within twenty (20) days following such termination. The
Fair Market Value shall be determined by independent appraisal to be conducted by a nationally recognized appraisal firm mutually
agreed upon by the Company and the Manager. If the Company and the Manager are unable to agree upon an appraisal firm, then each
of the Company and the Manager shall choose an independent appraisal firm to conduct an appraisal. In such event, (i) if the
appraisals prepared by the two appraisers so selected are the same or differ by an amount that does not exceed 20% of the higher
of the two appraisals, the Fair Market Value will be deemed to be the average of such appraisals, and (ii) if the two appraisals
differ by more than 20% of the higher of the two appraisals, the two appraisers together shall select a third nationally recognized
appraisal firm to conduct an appraisal. If the two appraisers are unable to agree as to the identity of such third appraiser, either
of the Manager and the Company may request that the American Arbitration Association (“AAA”)
select the third appraiser, which shall then be selected by the AAA. The Fair Market Value will then be deemed to be the amount
determined by such third appraiser, but in no event less than the lower or more than the higher of the first two appraisals made
under this Section 16(b).



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SECTION 17.    RELEASE OF MONEY OR OTHER PROPERTY
UPON WRITTEN REQUEST.


The Manager agrees that any money or other
property of the Company or Subsidiary held by the Manager under this Agreement shall be held by the Manager as custodian for the
Company or Subsidiary, and the Manager’s records shall be appropriately marked clearly to reflect the ownership of such
money or other property by the Company or such Subsidiary. Upon the receipt by the Manager of a written request signed by a duly
authorized officer of the Company requesting the Manager to release to the Company or any Subsidiary any money or other property
then held by the Manager for the account of the Company or any Subsidiary under this Agreement, the Manager shall release such
money or other property to the Company or any Subsidiary within a reasonable period of time, but in no event later than sixty
(60) days following such request. The Manager shall not be liable to the Company, any Subsidiary, the Independent Directors,
or the Company’s or a Subsidiary’s stockholders or partners for any acts performed or omissions to act by the Company
or any Subsidiary in connection with the money or other property released to the Company or any Subsidiary in accordance with
the first sentence of this Section 17. The Company and any Subsidiary shall indemnify the Manager and its members, managers,
officers and employees against any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever,
which arise in connection with the Manager’s release of such money or other property to the Company or any Subsidiary in
accordance with the terms of this Section 17. Indemnification pursuant to this provision shall be in addition to any right
of the Manager to indemnification under Section 11 of this Agreement. 


 




SECTION 18.     NOTICES.


Unless expressly provided otherwise in
this Agreement, all notices, requests, demands and other communications required or permitted under this Agreement shall be in
writing and shall be deemed to have been duly given, made and received when delivered against receipt or upon actual receipt of
(i) personal delivery, (ii) delivery by reputable overnight courier, (iii) delivery by facsimile transmission or
email against answerback, (iv) delivery by registered or certified mail, postage prepaid, return receipt requested, addressed
as set forth below:



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(a)       If to the Company:


New Senior Investment Group Inc.

c/o FIG LLC

1345 Avenue of the Americas

46th Floor

New York, New York 10105

Attention: Mr. Cameron D. MacDougall






(b)      If to the Manager:


FIG LLC


1345 Avenue of the Americas

46th Floor

New York, New York 10105

Attention: Mr. Randal A. Nardone


Either party may alter the address to which communications
or copies are to be sent by giving notice of such change of address in conformity with the provisions of this Section 18 for
the giving of notice.


SECTION 19.       BINDING NATURE OF AGREEMENT; SUCCESSORS
AND ASSIGNS.


This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective heirs, personal representatives, successors and permitted assigns
as provided in this Agreement.


SECTION 20.       ENTIRE AGREEMENT.


This Agreement contains the entire agreement
and understanding among the parties hereto with respect to the subject matter of this Agreement, and supersedes all prior and contemporaneous
agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect
to the subject matter of this Agreement. The express terms of this Agreement control and supersede any course of performance and/or
usage of the trade inconsistent with any of the terms of this Agreement. This Agreement may not be modified or amended other than
by an agreement in writing.


SECTION 21.       CONTROLLING
LAW.


This Agreement and all questions relating
to its validity, interpretation, performance and enforcement shall be governed by and construed, interpreted and enforced in accordance
with the laws of the State of New York, notwithstanding any New York or other conflict-of-law provisions to the contrary.



    	17



    	 



    




SECTION 22.       INDULGENCES, NOT WAIVERS.


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.


SECTION 23.       TITLES NOT TO AFFECT INTERPRETATION.


The titles of paragraphs and subparagraphs
contained in this Agreement are for convenience only, and they neither form a part of this Agreement nor are they to be used in
the construction or interpretation of this Agreement.


SECTION 24.       EXECUTION IN 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
of this Agreement, individually or taken together, shall bear the signatures of all of the parties reflected hereon as the signatories.


SECTION 25.       PROVISIONS SEPARABLE.


The provisions of this Agreement are independent
of and separable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact
that for any reason any other or others of them may be invalid or unenforceable in whole or in part.


SECTION 26.       GENDER.


Words used herein regardless of the number
and gender specifically used, shall be deemed and construed to include any other number, singular or plural, and any other gender,
masculine, feminine or neuter, as the context requires.




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


	 	 	 	 
	 	COMPANY:
	 	 
	 	NEW SENIOR INVESTMENT GROUP INC.,
	 	a Delaware corporation
	 	 
	 	By:	 
	 	 	Name:	Cameron D. MacDougall
	 	 	Title:	Secretary
	 	 	 
	 	MANAGER:
	 	 
	 	FIG LLC,
	 	a Delaware limited liability company
	 	 
	 	By:	 
	 	 	Name: 	Daniel Bass
	 	 	Title:	Chief Financial Officer











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SCHEDULE 1




 


INVESTMENT GUIDELINES OF NEW SENIOR INVESTMENT
GROUP INC.




 


1.           No
investment of New Senior Investment Group Inc. (the “Company”) shall be made which would cause the Company to
fail to qualify as a real estate investment trust under the Internal Revenue Code of 1986, as amended.




 


2.          No investment of the Company shall be made which would cause
the Company to be regulated as an investment company under the Investment Company Act of 1940, as amended.



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