Frontline Capital Group Sample Contracts

Frontline Capital Group – CREDIT AGREEMENT (October 15th, 2003)

EXHIBIT 10.2 ------------ ================================================================================ CREDIT AGREEMENT by and among RSVP HOLDINGS, LLC RECKSON STRATEGIC VENTURE PARTNERS, LLC RECKSON ASSET PARTNERS, LLC, as Borrowers, and GMAC COMMERCIAL MORTGAGE CORPORATION, as Lender Dated as of September __, 2003 ================================================================================ TABLE OF CONTENTS Page

Frontline Capital Group – CASH COLLATERAL AGREEMENT (October 15th, 2003)

EXHIBIT 10.4 ------------ CASH COLLATERAL AGREEMENT CASH COLLATERAL AGREEMENT, dated as of September 18, 2003 (this "Agreement"), among PNC BANK, NATIONAL ASSOCIATION, a national association ("Deposit Bank"), RSVP Holdings, LLC, a Delaware limited liability company ("RSVP Holdings"), Reckson Strategic Venture Partners, LLC, a Delaware limited liability company ("RSVP"), Reckson Asset Partners, LLC, a Delaware limited liability company ("RAP" collectively, with RSVP Holdings and RSVP, the "Pledgors"), and GMAC COMMERCIAL MORTGAGE CORPORATION, a California corporation, as lender of the Loan (including any of its successors and assigns as lender, "Lender"). RECITALS -------- WHEREAS, the Pledgors have entered into a

Frontline Capital Group – LIMITED LIABILITY COMPANY AGREEMENT (October 15th, 2003)

EXHIBIT 10.1 ------------ AMENDMENT NO. 1 TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF RSVP HOLDINGS, LLC Amendment No. 1 dated as of September __, 2003 ("Amendment") to Amended and Restated Limited Liability Company Agreement of RSVP Holdings, LLC, a Delaware limited liability company (the "Company"), dated as of April 29, 2003 (the "Amended and Restated Agreement") among RSI Fund Management LLC, a Delaware limited liability company (the "Managing Member"), New World Realty, LLC, a Delaware limited liability company ("NW"), RSVP Management Partners, LLC, a Delaware limited liability company, and the Company. Each capitaliz

Frontline Capital Group – GUARANTEE AND COLLATERAL AGREEMENT (October 15th, 2003)

EXHIBIT 10.3 ------------ GUARANTEE AND COLLATERAL AGREEMENT made by RSVP HOLDINGS, LLC, RECKSON STRATEGIC VENTURE PARTNERS, LLC, RECKSON ASSET PARTNERS, LLC, RECKSON OPERATING PARTNERSHIP, L.P., RSI FUND MANAGEMENT, LLC, NEW WORLD REALTY, LLC NEW WORLD REALTY MANAGEMENT, LLC MELVILLE-CATSKILL, LLC RAP-SH HOLDINGS, LLC RSVP ALI BABA, LLC RSVP RETAIL, LLC RSVP-SH HOLDINGS, LLC in favor of GMAC COMMERCIAL

Frontline Capital Group – MANAGEMENT AGREEMENT (May 20th, 2003)

EXHIBIT 10.3 EXECUTION COPY MANAGEMENT AGREEMENT -------------------- This MANAGEMENT AGREEMENT (this "Agreement"), is dated as of April 29, 2003 by and among NEW WORLD REALTY MANAGEMENT, LLC, a Delaware limited liability company ("NWM" or "Asset Manager"), RECKSON STRATEGIC VENTURE PARTNERS, LLC, a Delaware limited liability company ("RSVP"), RSVP HOLDINGS, LLC, a Delaware limited liability company ("Holdings LLC"), and RECKSON ASSET PARTNERS, LLC, a Delaware limited liability company ("RAP" and, together with RSVP, the "Companies" and individually a "Company"). Capitalized terms used in this Agreement but not otherwise defined in this Agreement shall have the meaning ascribed thereto in the Restructuring Agreement (as defined below). W I T N E S S

Frontline Capital Group – LIMITED LIABILITY COMPANY AGREEMENT (May 20th, 2003)

EXHIBIT 10.4 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF RSVP HOLDINGS, LLC This Amended and Restated Limited Liability Company Agreement of RSVP HOLDINGS, LLC, a Delaware limited liability company (the "Company"), is made as of April 29, 2003, among the Company, RSI FUND MANAGEMENT LLC, a Delaware limited liability company ("RSI Management"), as the Class A Member, as a Class B member and as the Managing Member, NEW WORLD REALTY, LLC, a Delaware limited liability company ("NW"), as a Class B Member, and RSVP MANAGEMENT PARTNERS, LLC, a Delaware limited liability company ("Management Partners"), as a Class B Member, and any other Persons (as defined below) who become members of the Company from time to time in accordance with the provisions hereof (collectively, the "

Frontline Capital Group – RESTRUCTURING AGREEMENT (May 20th, 2003)

EXECUTION COPY EXHIBIT 10.1 RESTRUCTURING AGREEMENT (RSVP HOLDINGS) THIS RESTRUCTURING AGREEMENT (this "Agreement"), is dated as of April 29, 2003, by and among RSVP Holdings, LLC, a Delaware limited liability company ("Holdings"), RSI Fund Management LLC, a Delaware limited liability company ("RSI Management"), New World Realty, LLC, a Delaware limited liability company ("NW"), New World Realty Management, LLC, a Delaware limited liability company ("NWM"), Reckson Asset Partners, LLC, a Delaware limited liability company ("RAP"), Reckson Strategic Venture Partners, LLC, a Delaware limited liability company ("RSVP") and Frontline Capital Group, a Delaware corporation ("Frontline"). RECITALS A. Holdings was formed as a limited liabilit

Frontline Capital Group – RESTRUCTURING AGREEMENT (May 20th, 2003)

EXHIBIT 10.2 RESTRUCTURING AGREEMENT THIS RESTRUCTURING AGREEMENT dated April 29, 2003 among Reckson Strategic Venture Partners, LLC, a Delaware limited liability company (the "Company"), RSVP Holdings LLC, a Delaware limited liability company ("Holdings"), Reckson Asset Partners LLC, a Delaware limited liability company ("RAP"), UBS Warburg Real Estate Securities Inc., a Delaware corporation ("UBS"), and Stratum Realty Fund, L.P., a Delaware limited partnership ("Stratum" and together with UBS, the "Class A Sellers"). RECITALS A. The Company was formed as a limited liability company under the Delaware Limited Liability Company Act on January 23, 1998. B. Holdings and Paine Webber Real Estate Securities Inc. entered into the Operating Agreement of the Company dated as of March 5, 1998, as amended by the Supplemental Agree

Frontline Capital Group – SECOND AMENDMENT TO FORBEARANCE AGREEMENT (January 30th, 2002)

Exhibit 10.1 ------------ SECOND AMENDMENT TO FORBEARANCE AGREEMENT ----------------------------------------- THIS SECOND AMENDMENT TO FORBEARANCE AGREEMENT (this "Amendment") is made and entered into as of the 14th day of December, 2001, by and among HQ GLOBAL HOLDINGS, INC., a Delaware corporation (the "Parent"), HQ GLOBAL WORKPLACES, INC., a Delaware corporation (the "Borrower"), the SUBSIDIARY GUARANTORS party to this Agreement (the "Subsidiary Guarantors"), certain BANKS party to the Credit Agreement referred to below (the "Joining Banks"), BNP PARIBAS (f/k/a Paribas), as administrative agent, collateral agent and arranger (the "Administrative Agent"), BANKERS TRUST COMPANY, as syndication agent and co-arranger (the "Syndication Agent"), CITICORP REAL ESTATE, INC., as documentation agent and co-arr

Frontline Capital Group – Forbearance Agreement and Waiver (January 30th, 2002)

Exhibit 10.2 ------------ Forbearance Agreement and Waiver Reference is hereby made to that certain Note and Warrant Purchase Agreement dated as of August 11, 2000 (as amended, supplemented or otherwise modified from time to time, the "Purchase Agreement") by and between HQ Global Workplaces, Inc. (the "Issuer"), HQ Global Holdings, Inc. ("Parent"), J.P. Morgan Partners (BHCA), L.P., CT Mezzanine Partners I LLC, Ares Leveraged Investment Fund, L.P., Ares Leveraged Investment Fund II, L.P., Highbridge International LLC, Blackstone Mezzanine Partners L.P., and Blackstone Mezzanine Holdings L.P. (collectively, the "Purchasers"). Reference is also made to that certain Subordination Agreement dated as of August 11, 2000 (the "Subordination Agreement") by and among the Issuer, the Parent, the Purchasers and the parties (the "Senio

Frontline Capital Group – FORBEARANCE AGREEMENT (November 5th, 2001)

EXHIBIT 10 FORBEARANCE AGREEMENT THIS FORBEARANCE AGREEMENT (this "Agreement") is made and entered into as of the 1st day of October, 2001, by and among HQ GLOBAL HOLDINGS, INC., a Delaware corporation (the "Parent"), HQ GLOBAL WORKPLACES, INC., a Delaware corporation (the "Borrower"), the SUBSIDIARY GUARANTORS party to this Agreement (the "Subsidiary Guarantors"), certain BANKS party to the Credit Agreement referred to below (the "Joining Banks"), ING (U.S.) CAPITAL LLC, as managing agent (the "Managing Agent"), BANKERS TRUST COMPANY, as syndication agent and co-arranger (the "Syndication Agent"), CITICORP REAL ESTATE, INC., as documentation agent and co-arranger (the "Documentation Agent"), and BNP PARIBAS (f/k/a Paribas), as administrative agent, collateral agent and arranger (the "Administrative Agent" and, together with the Managing Agent, the Syndication Agent an

Frontline Capital Group – NOTE AND WARRANT PURCHASE AGREEMENT (August 14th, 2001)

EXHIBIT 10.6 ================================================================================ HQ GLOBAL WORKPLACES, INC. HQ GLOBAL HOLDINGS, INC. NOTE AND WARRANT PURCHASE AGREEMENT WITH CHASE EQUITY ASSOCIATES, L.P., CT MEZZANINE PARTNERS I LLC, ARES LEVERAGED INVESTMENT FUND, L.P., ARES LEVERAGED INVESTMENT FUND II, L.P., HIGHBRIDGE INTERNATIONAL LLC, BLACKSTONE MEZZANINE PARTNERS L.P., AND BLACKSTONE MEZZANINE HOLDINGS L.P. $125,000,000 13.5% SENIOR SUBORDINATED NOTES DUE 2007 WARRANTS TO PURCHASE UP TO 730,707.58 SHARES OF COMMON STOCK

Frontline Capital Group – THIRD AMENDMENT AND AGREEMENT (August 14th, 2001)

EXHIBIT 10.5 THIRD AMENDMENT AND AGREEMENT ----------------------------- THIRD AMENDMENT AND AGREEMENT (this "Amendment"), dated as of June 29, 2001, among HQ GLOBAL HOLDINGS, INC., a Delaware corporation (the "Parent"), HQ GLOBAL WORKPLACES, INC., a Delaware corporation (the "Borrower"), certain Banks party to the Credit Agreement referred to below, ING (U.S.) CAPITAL LLC, as managing agent (the "Managing Agent"), BANKERS TRUST COMPANY, as syndication agent and co-arranger (the "Syndication Agent"), CITICORP REAL ESTATE, INC., as documentation agent and co-arranger (the "Documentation Agent"), and BNP PARIBAS (f/k/a Paribas), as administrative agent and arranger (the "Administrative Agent" and, together with the Managing Agent, the Syndication Agent and the Documentation Agent, collectively, the "Agents" and each, an "Agent"). All capitalized te

Frontline Capital Group – CREDIT AGREEMENT (August 14th, 2001)

EXHIBIT 10.3 =============================================================================== AMENDED AND RESTATED CREDIT AGREEMENT among HQ GLOBAL HOLDINGS, INC., VANTAS INCORPORATED (or, after the Acquisitions referred to herein, HQ Merger Subsidiary, Inc. (to be renamed "HQ Global Workplaces, Inc.")), as Borrower, VARIOUS BANKS, ING CAPITAL (U.S.) LLC, as Managing Agent, BANKERS TRUST COMPANY, as Syndication Agent and Co-Arranger, CITICORP REAL ESTATE, INC., as Documentation Agent and Co-Arranger, and

Frontline Capital Group – TO NOTE AND WARRANT PURCHASE AGREEMENT (August 14th, 2001)

EXHIBIT 10.7 SECOND AMENDMENT, AGREEMENT AND WAIVER TO NOTE AND WARRANT PURCHASE AGREEMENT SECOND AMENDMENT, AGREEMENT AND WAIVER TO NOTE AND WARRANT PURCHASE AGREEMENT, dated as of June 29, 2001 (this "Amendment"), by and among HQ Global Holdings, Inc., a Delaware corporation (the "Parent"), HQ Global Workplaces, Inc., a Delaware corporation (the "Issuer"), J.P. MORGAN PARTNERS (BHCA), L.P., CT Mezzanine Partners I LLC, Ares Leveraged Investment Fund, L.P., Ares Leveraged Investment Fund II, L.P., Highbridge International LLC, Blackstone Mezzanine Partners L.P., and Blackstone Mezzanine Holdings L.P. WITNESSETH: WHEREAS, the parties have entered the Note and Warrant Purchase Agreement as of August 11, 2000, among the Parent, the Issuer, J.P. Morgan Partners (BHCA), L.P. (formerly Chase Equity Associates, L.P.), CT Mezza

Frontline Capital Group – SECOND AMENDMENT AND WAIVER (August 14th, 2001)

EXHIBIT 10.4 SECOND AMENDMENT AND WAIVER --------------------------- SECOND AMENDMENT AND WAIVER (this "Amendment"), dated as of March 26, 2001, among HQ GLOBAL HOLDINGS, INC., a Delaware corporation (the "Parent"), HQ GLOBAL WORKPLACES, INC., a Delaware corporation (the "Borrower"), the financial institutions party to the Credit Agreement referred to below (the "Banks"), ING (U.S.) CAPITAL LLC, as managing agent (the "Managing Agent"), BANKERS TRUST COMPANY, as syndication agent and co-arranger (the "Syndication Agent"), CITICORP REAL ESTATE, INC., as documentation agent and co-arranger (the "Documentation Agent"), and BNP PARIBAS (formerly known as Paribas) as administrative agent and arranger (the "Administrative Agent" and, together with the Managing Agent, the Syndication Agent and the Documentation Agent, the "Agents" and each, an "Agent

Frontline Capital Group – REGISTRATION RIGHTS AGREEMENT (December 15th, 2000)

Exhibit 10.2 =============================================================================== REGISTRATION RIGHTS AGREEMENT BY AND BETWEEN FRONTLINE CAPITAL GROUP AND DEUTSCHE BANK SHARPS PIXLEY INC. ------------------------------ Dated as of December 13, 2000 ------------------------------ =============================================================================== TABLE OF CONTENTS Page ARTICLE I

Frontline Capital Group – SECURITIES PURCHASE AGREEMENT (December 15th, 2000)

Exhibit 10.1 ============================================================================ SECURITIES PURCHASE AGREEMENT BY AND BETWEEN FRONTLINE CAPITAL GROUP AND DEUTSCHE BANK SHARPS PIXLEY INC. ------------------------------ Dated as of December 13, 2000 ------------------------------ ============================================================================ TABLE OF CONTENTS Page ARTICLE I DEFINITIONS........

Frontline Capital Group – AGREEMENT AND PLAN OF MERGER (November 22nd, 2000)

EXECUTION COPY AGREEMENT AND PLAN OF MERGER BY AND AMONG INTUIT INC. ECHO ACQUISITION CORP. EMPLOYEEMATTERS, INC., FRONTLINE CAPITAL GROUP AND THE STOCKHOLDERS NAMED HEREIN November 15, 2000 TABLE OF CONTENTS ARTICLE 1 - THE MERGER...........................................................................................1 1.1 The Merger..............................................................................................1 1.2 The Closing........................................

Frontline Capital Group – EQUITY INTEREST PLEDGE AND SECURITY AGREEMENT (October 24th, 2000)

EQUITY INTEREST PLEDGE AND SECURITY AGREEMENT between FRONTLINE CAPITAL GROUP, as Pledgor and BANKERS TRUST COMPANY, as Pledgee Dated as of May 31, 2000 EQUITY INTEREST PLEDGE AND SECURITY AGREEMENT EQUITY INTEREST PLEDGE AND SECURITY AGREEMENT, dated as of May 31, 2000 (this "Agreement"), is made by and between FrontLine Capital Group, a Delaware corporation ("Pledgor"), having its chief executive office at 1350 Avenue of the Americas, 32nd Floor, New York, New York 10019, to Bankers Trust Company, or its assigns ("Pledgee"), having its principal office at 130 Liberty Street, 14th Floor, New York, New York 10006. W I T N E S S E T H: - - - - - - -

Frontline Capital Group – EQUITY INTEREST PLEDGE AND SECURITY AGREEMENT (October 24th, 2000)

CONFIRMATION AND AMENDMENT OF EQUITY INTEREST PLEDGE AND SECURITY AGREEMENT --------------------------------------------- 1. FrontLine Capital Group, a Delaware corporation ("Pledgor"), delivered to Bankers Trust Company ("Pledgee") that certain Equity Interest Pledge and Security Agreement dated as of May 31, 2000 (as the same may be amended or otherwise modified from time to time, the "Pledge Agreement"). (All capitalized terms used herein without definition and which are defined in the Pledge Agreement are used herein with the meaning assigned to such terms in the Pledge Agreement.) 2. In order to induce Pledgee to execute and deliver that certain Amended and Restated Revolving Line of Credit Agreement (as the same may be amended or otherwise modified from time to time, the "Agreement") of even date herewith by and between Pledgor and Pledgee, the Pledgor agrees to execute and deliver this instrument.

Frontline Capital Group – WARRANT TO PURCHASE COMMON STOCK OF (August 16th, 2000)

Exhibit 4.4 WARRANT TO PURCHASE COMMON STOCK OF FRONTLINE CAPITAL GROUP (Void after the Expiration Date set forth herein) W- This certifies that __________________________ or its permitted assigns (the "Holder"), for value received, is entitled to purchase from FRONTLINE CAPITAL GROUP, a Delaware corporation (the "Company"), ___________________________ fully paid and nonassessable shares of the Company's common stock, par value $.01 per share (the "Common Stock"), subject to adjustment from time to time in accordance with Section 3, for cash at a price of $47.25 per share (as may be adjusted from time to time in accordance with Section 3, the "Stock Purchase Price") at any time or from time to time on or after March 7, 2001 and up to and including 5:00 p.m. (New York t

Frontline Capital Group – INDEMNIFICATION AND ESCROW AGREEMENT (June 16th, 2000)

Exhibit 10.6 INDEMNIFICATION AND ESCROW AGREEMENT THIS INDEMNIFICATION AND ESCROW AGREEMENT (this "Agreement") is entered into as of the 1st day of June, 2000 by and among FrontLine Capital Group (formerly known as Reckson Services Industries, Inc.), a Delaware corporation ("RSI"), CarrAmerica Realty Corporation, a Maryland corporation ("CarrAmerica"), Strategic Omni Investors LLC, a Delaware limited liability company ("Strategic Omni"), Security Capital Holdings S.A., a Luxembourg corporation ("SC-USRealty"), The Oliver Carr Company, a District of Columbia corporation ("OCCO"), Carr Holdings LLC, a Maryland limited liability company ("Carr Holdings"), and the additional persons who are shown on the signature page hereto (the "Additional Indemnitors") (CarrAmerica, Strategic Omni, SC-USRealty, OCCO, Carr Holdings, and each of the Additional Indemnitors, collectively the "Shareholders"

Frontline Capital Group – PURCHASE AGREEMENT (June 16th, 2000)

Exhibit 10.8 PURCHASE AGREEMENT PURCHASE AGREEMENT, dated as of May 31, 2000, by and between FrontLine Capital Group, a Delaware corporation ("FCG"), and Fortress HQ LLC, a Delaware limited liability company (the "Investor"). WHEREAS, HQ Global Workplaces Inc., a Delaware corporation ("Old HQ"), and CarrAmerica Realty Corporation, a Maryland corporation ("CarrAmerica"), on the one hand, and VANTAS Incorporated, a Nevada corporation ("VANTAS"), and FCG, on the other hand, have entered into that certain Agreement and Plan of Merger, dated as of January 20, 2000, as amended as of April 29, 2000 and as of May 30, 2000 (as amended, the "Merger Agreement"). WHEREAS, pursuant to the Merger Agreement, VANTAS will merge with and into Old HQ with Old HQ continuing as the surviving corporation with the name "HQ Global Workplaces, Inc." (the "HQ Merger"). WHEREAS,

Frontline Capital Group – PURCHASE AGREEMENT (June 16th, 2000)

Exhibit 10.10 PURCHASE AGREEMENT PURCHASE AGREEMENT, dated as of May 31, 2000, by and between FrontLine Capital Group, a Delaware corporation ("FCG"), and First Union Real Estate Equity and Mortgage Investments, an Ohio real estate investment trust (the "Investor"). WHEREAS, HQ Global Workplaces Inc., a Delaware corporation ("Old HQ"), and CarrAmerica Realty Corporation, a Maryland corporation ("CarrAmerica"), on the one hand, and VANTAS Incorporated, a Nevada corporation ("VANTAS"), and FCG, on the other hand, have entered into that certain Agreement and Plan of Merger, dated as of January 20, 2000, as amended as of April 29, 2000 and as of May 30, 2000 (as amended, the "Merger Agreement"). WHEREAS, pursuant to the Merger Agreement, VANTAS will merge with and into Old HQ with Old HQ continuing as the surviving corporation with the name "HQ Global Workplac

Frontline Capital Group – PURCHASE AGREEMENT (June 16th, 2000)

Exhibit 10.16 PURCHASE AGREEMENT PURCHASE AGREEMENT, dated as of May 31, 2000, by and between FrontLine Capital Group, a Delaware corporation ("FCG"), and Paribas North America, Inc., a Delaware corporation (the "Investor"). WHEREAS, HQ Global Workplaces Inc., a Delaware corporation ("Old HQ"), and CarrAmerica Realty Corporation, a Maryland corporation ("CarrAmerica"), on the one hand, and VANTAS Incorporated, a Nevada corporation ("VANTAS"), and FCG, on the other hand, have entered into that certain Agreement and Plan of Merger, dated as of January 20, 2000, as amended as of April 29, 2000 and as of May 30, 2000 (as amended, the "Merger Agreement"). WHEREAS, pursuant to the Merger Agreement, VANTAS will merge with and into Old HQ with Old HQ continuing as the surviving corporation with the name "HQ Global Workplaces, Inc." (the "HQ Merger"). WHERE

Frontline Capital Group – STOCKHOLDERS AGREEMENT (June 16th, 2000)

Exhibit 10.2 ------------------------------------------------------------------------------ STOCKHOLDERS AGREEMENT by and among FRONTLINE CAPITAL GROUP (formerly known as RECKSON SERVICE INDUSTRIES, INC.), HQ GLOBAL HOLDINGS, INC., and CARRAMERICA REALTY CORPORATION Dated as of June 1, 2000 ------------------------------------------------------------------------------ TABLE OF CONTENTS Page

Frontline Capital Group – PURCHASE AGREEMENT (June 16th, 2000)

Exhibit 10.7 PURCHASE AGREEMENT PURCHASE AGREEMENT, dated as of May 31, 2000, by and among FrontLine Capital Group, a Delaware corporation ("FCG"), HQ Global Holdings, Inc., a Delaware corporation ("Holdco"), and EOP Operating Limited Partnership, a Delaware limited partnership (the "Investor"). WHEREAS, HQ Global Workplaces Inc., a Delaware corporation ("Old HQ"), and CarrAmerica Realty Corporation, a Maryland corporation ("CarrAmerica"), on the one hand, and VANTAS Incorporated, a Nevada corporation ("VANTAS"), and FCG, on the other hand, have entered into that certain Agreement and Plan of Merger, dated as of January 20, 2000, as amended as of April 29, 2000 and as of May 30, 2000 (as amended, the "Merger Agreement"). WHEREAS, pursuant to the Merger Agreement, VANTAS will merge with and into Old HQ with Old HQ continuing as the surviving corporation with the name "HQ

Frontline Capital Group – EXCHANGE AGREEMENT (June 16th, 2000)

Exhibit 10.5 EXCHANGE AGREEMENT EXCHANGE AGREEMENT, dated as of May 31, 2000, by and between HQ Global Holdings, Inc., a Delaware corporation ("Holdco"), and FrontLine Capital Group, a Delaware corporation ("FCG"). WHEREAS, HQ Global Workplaces Inc., a Delaware corporation ("Old HQ"), and CarrAmerica Realty Corporation, a Maryland corporation ("CarrAmerica"), on the one hand, and VANTAS Incorporated, a Nevada corporation ("VANTAS"), and FCG, on the other hand, have entered into that certain Agreement and Plan of Merger, dated as of January 20, 2000, as amended as of April 29, 2000 and as of May 31, 2000 (as amended, the "Merger Agreement"). WHEREAS, pursuant to the Merger Agreement, VANTAS will merge with and into Old HQ with Old HQ continuing as the surviving corporation with the name "HQ Global Workplaces, Inc." (the "HQ Merger"). WHEREAS, FCG and CarrAmerica

Frontline Capital Group – PURCHASE AGREEMENT (June 16th, 2000)

Exhibit 10.9 PURCHASE AGREEMENT PURCHASE AGREEMENT, dated as of May 31, 2000, by and between FrontLine Capital Group, a Delaware corporation ("FCG"), and Stichting Pensioenfonds ABP, a Foundation organized pursuant to the laws of the Netherlands with a statutory seat in the City of Heerlen (the "Investor"). WHEREAS, HQ Global Workplaces Inc., a Delaware corporation ("Old HQ"), and CarrAmerica Realty Corporation, a Maryland corporation ("CarrAmerica"), on the one hand, and VANTAS Incorporated, a Nevada corporation ("VANTAS"), and FCG, on the other hand, have entered into that certain Agreement and Plan of Merger, dated as of January 20, 2000, as amended as of April 29, 2000 and as of May 30, 2000 (as amended, the "Merger Agreement"). WHEREAS, pursuant to the Merger Agreement, VANTAS will merge with and into Old HQ with Old HQ continuing as the surviving corpo

Frontline Capital Group – PURCHASE AGREEMENT (June 16th, 2000)

Exhibit 10.11 PURCHASE AGREEMENT PURCHASE AGREEMENT, dated as of May 31, 2000, by and between FrontLine Capital Group, a Delaware corporation ("FCG"), and CIBC WMC Inc., a Delaware corporation (the "Investor"). WHEREAS, HQ Global Workplaces Inc., a Delaware corporation ("Old HQ"), and CarrAmerica Realty Corporation, a Maryland corporation ("CarrAmerica"), on the one hand, and VANTAS Incorporated, a Nevada corporation ("VANTAS"), and FCG, on the other hand, have entered into that certain Agreement and Plan of Merger, dated as of January 20, 2000, as amended as of April 29, 2000 and as of May 30, 2000 (as amended, the "Merger Agreement"). WHEREAS, pursuant to the Merger Agreement, VANTAS will merge with and into Old HQ with Old HQ continuing as the surviving corporation with the name "HQ Global Workplaces, Inc." (the "HQ Merger"). WHEREAS, FCG and CarrAmerica have

Frontline Capital Group – AGREEMENT AND PLAN OF MERGER (June 16th, 2000)

Exhibit 10.4 AGREEMENT AND PLAN OF MERGER By and among HQ Global Workplaces, Inc., HQ Global Holdings, Inc. and HQ Merger Subsidiary, Inc. Dated as of June 1, 2000 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of June 1, 2000, by and among HQ Global Workplaces, Inc., a Delaware corporation (the "Company"), HQ Global Holdings, Inc., a Delaware corporation ("Holdco"), and HQ Merger Subsidiary, Inc., a Delaware corporation ("M Sub"). WHEREAS, M Sub is a wholly-owned subsidiary of Holdco, a wholly-owned subsidiary of the Company; and WHEREAS, the Company, Holdco and M Sub wish to reorganize their corporate

Frontline Capital Group – PURCHASE AGREEMENT (June 16th, 2000)

Exhibit 10.12 PURCHASE AGREEMENT PURCHASE AGREEMENT, dated as of May 31, 2000, by and between FrontLine Capital Group, a Delaware corporation ("FCG"), and CIBC Employee Private Equity Fund Partners, a New York partnership (the "Investor"). WHEREAS, HQ Global Workplaces Inc., a Delaware corporation ("Old HQ"), and CarrAmerica Realty Corporation, a Maryland corporation ("CarrAmerica"), on the one hand, and VANTAS Incorporated, a Nevada corporation ("VANTAS"), and FCG, on the other hand, have entered into that certain Agreement and Plan of Merger, dated as of January 20, 2000, as amended as of April 29, 2000 and as of May 30, 2000 (as amended, the "Merger Agreement"). WHEREAS, pursuant to the Merger Agreement, VANTAS will merge with and into Old HQ with Old HQ continuing as the surviving corporation with the name "HQ Global Workplaces, Inc." (the "HQ Merger"). WHEREA

Frontline Capital Group – PURCHASE AGREEMENT (June 16th, 2000)

Exhibit 10.13 PURCHASE AGREEMENT PURCHASE AGREEMENT, dated as of May 31, 2000, by and between FrontLine Capital Group, a Delaware corporation ("FCG"), and AEW Targeted Securities Fund, L.P., a Delaware limited partnership (the "Investor"). WHEREAS, HQ Global Workplaces Inc., a Delaware corporation ("Old HQ"), and CarrAmerica Realty Corporation, a Maryland corporation ("CarrAmerica"), on the one hand, and VANTAS Incorporated, a Nevada corporation ("VANTAS"), and FCG, on the other hand, have entered into that certain Agreement and Plan of Merger, dated as of January 20, 2000, as amended as of April 29, 2000 and as of May 30, 2000 (as amended, the "Merger Agreement"). WHEREAS, pursuant to the Merger Agreement, VANTAS will merge with and into Old HQ with Old HQ continuing as the surviving corporation with the name "HQ Global Workplaces, Inc." (the "HQ Merger"). WHEREAS

Frontline Capital Group – REGISTRATION RIGHTS AGREEMENT (June 16th, 2000)

Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and entered into as of June 1, 2000 by and among FrontLine Capital Group (formerly known as RECKSON SERVICE INDUSTRIES, INC), a Delaware corporation (the"Company") and CARRAMERICA REALTY CORPORATION ("Carr"). This Agreement is in connection with (i) the Stockholders Agreement of even date herewith (the "Stockholders Agreement") by and among the Company, as issuer of the common stock, par value $.01 per share (the "Securities")pursuant to the put rights set forth in Section 7.1, 7.2 and 7.3 of the Stockholders Agreement, HQ Global Holdings, Inc. ("HQ") and Carr, (ii) the Agreement and Plan of Merger among the Company, VANTAS Incorporated, a Nevada corporation ("VANTAS"), Carr and HQ Global Workplaces, Inc., a Delaware corporation ("HQ Global"), (iii) the St