fORM OF Joinder AgreementJoinder Agreement • October 7th, 2013 • Gramercy Property Trust Inc. • Real estate investment trusts • New York
This Joinder Agreement (the “Joinder Agreement”) is made as of _____________ (the “Effective Date”) by and between Gramercy Property Trust Inc., a Maryland corporation (the “Company”) and ________________________(the “New Investor”).
Placement Agent AgreementPlacement Agent Agreement • October 7th, 2013 • Gramercy Property Trust Inc. • Real estate investment trusts • New York
If the indemnification provided for in the first paragraph of this agreement is judicially determined to be unavailable (other than in accordance with the terms hereof) to an Indemnified Person in respect of any losses, claims, damages or liabilities referred to herein, then, in lieu of indemnifying such Indemnified Person hereunder, we shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities (and reasonable, documented expenses relating thereto) (i) in such proportion as is appropriate to reflect the relative benefits to you, on the one hand, and us, on the other hand, of the Engagement or (ii) if the allocation provided by clause (i) above is not available, in such proportion as is appropriate to reflect not only the relative benefits referred to in such clause (i) but also the relative fault of each of you and us, as well as any other relevant equitable considerations, provided, however, in no event shall yo
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • October 7th, 2013 • Gramercy Property Trust Inc. • Real estate investment trusts • New York
THIS COMMON STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of October 4, 2013, by and among Gramercy Property Trust Inc., a Maryland corporation (the “Company”), BHR Master Fund, Ltd., a Cayman Islands Corporation and BHR OC Master Fund, Ltd., a Cayman Islands Corporation (together “BHR”), and those additional Persons (as defined below) that may become a party hereto prior to the Closing (as defined below) as an Investor by entering into a Joinder Agreement with the Company substantially in the form of Exhibit F attached hereto (a “Joinder Agreement”) (each individually, an “Investor” and collectively, the “Investors”).
FORM OF CONTINGENT VALUE RIGHTS AGREEMENTForm of Contingent Value Rights Agreement • October 7th, 2013 • Gramercy Property Trust Inc. • Real estate investment trusts
This CONTINGENT VALUE RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2013, is by and among Gramercy Property Trust Inc., a Maryland corporation (the “Company”), and the investor set forth on the signature page hereto (the “Investor”).
