0000950136-08-003045 Sample Contracts

GALIOT CAPITAL CORPORATION FORM OF PRIVATE PLACEMENT PURCHASE AGREEMENT
Private Placement Purchase Agreement • June 11th, 2008 • Galiot Capital CORP • Real estate investment trusts • New York

PRIVATE PLACEMENT PURCHASE AGREEMENT (this “Agreement”) made as of this ___ day of ______, 2008, by and between Galiot Capital Corporation, a Maryland corporation (the “Company”), and Charter Atlantic Corporation, an affiliate of BNP Paribas (the “Purchaser”).

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FORM OF REGISTRATION RIGHTS AGREEMENT
Form of Registration Rights Agreement • June 11th, 2008 • Galiot Capital CORP • Real estate investment trusts • New York

This REGISTRATION RIGHTS AGREEMENT is entered into as of [•], 2008, by and among Galiot Capital Corporation, a Maryland corporation (the “Company”), and Charter Atlantic Corporation, a New York corporation and an affiliate of BNP Paribas (“BNP”).

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