0001193125-06-044759 Sample Contracts

MANAGEMENT AGREEMENT
Management Agreement • March 3rd, 2006 • CBRE Realty Finance Inc • New York

THIS MANAGEMENT AGREEMENT is made and entered into as of June 9, 2005 by and among CBRE Realty Finance, Inc., a Maryland corporation (the “Company”), CBRE Realty Finance Management, LLC, a Delaware limited liability company (together with its permitted assignees, the “Manager”), CB Richard Ellis, Inc., a Delaware Corporation (“CBRE”) and LJ Melody & Company, a Texas corporation (“Melody”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 3rd, 2006 • CBRE Realty Finance Inc • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of June 9, 2005, among CBRE Realty Finance, Inc., a Maryland corporation (the “Company”), Credit Suisse First Boston LLC (“CSFB”), Banc of America Securities LLC (“BAS”), Citigroup Global Markets Inc. (“Citi”), Deutsche Bank Securities Inc. (“DB” and, together with CSFB, BAS and Citi, the “Initial Purchasers”) for the benefit of themselves and the Holders (as defined below).

MASTER REPURCHASE AGREEMENT Dated as of August 30, 2005 between CBRE REALTY FINANCE TRS WAREHOUSE FUNDING, LLC, as Seller, and DEUTSCHE BANK AG, CAYMAN ISLANDS BRANCH, as Buyer.
Master Repurchase Agreement • March 3rd, 2006 • CBRE Realty Finance Inc • New York

MASTER REPURCHASE AGREEMENT, dated as of August 30, 2005, by and between CBRE REALTY FINANCE TRS WAREHOUSE FUNDING, LLC, a Delaware limited liability company (the “Seller”) and DEUTSCHE BANK AG, CAYMAN ISLANDS BRANCH, a branch of a German banking institution (the “Buyer”).

CBRE REALTY FINANCE, INC. FORM OF OPTION AWARD AGREEMENT
Form of Option Award Agreement • March 3rd, 2006 • CBRE Realty Finance Inc • Maryland

AGREEMENT by and between CBRE Realty Finance, Inc., a Maryland corporation (the “Company”) and [ ] (the “Optionee”), dated as of the 9th day of June, 2005.

LICENSE AGREEMENT
License Agreement • March 3rd, 2006 • CBRE Realty Finance Inc • California

THIS LICENSE AGREEMENT (this “Agreement”) is made and entered into as of June 9, 2005 (the “Effective Date”), by and between CB Richard Ellis, Inc., a Delaware corporation (“CBRE”), CB Richard Ellis of California, Inc., a Delaware corporation (“CBRE Cal”) (CBRE and CBRE Cal are hereinafter referred to separately and collectively as “Licensor”), and CBRE Realty Finance, Inc., a Maryland corporation (“Licensee”), with reference to the mark “CBRE” (the “Mark”).

CBRE REALTY FINANCE, INC. FORM OF RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • March 3rd, 2006 • CBRE Realty Finance Inc • Maryland

AGREEMENT by and between CBRE Realty Finance, Inc., a Maryland corporation (the “Company”) and (the “Grantee”), dated as of the 9th of June, 2005.

MASTER REPURCHASE AGREEMENT Dated as of August 30, 2005 between CBRE REALTY FINANCE HOLDINGS CDO FUNDING, LLC as Seller, and DEUTSCHE BANK AG, CAYMAN ISLANDS BRANCH, as Buyer
Master Repurchase Agreement • March 3rd, 2006 • CBRE Realty Finance Inc • New York

MASTER REPURCHASE AGREEMENT, dated as of August 30, 2005, by and between CBRE REALTY FINANCE HOLDINGS CDO FUNDING, LLC, a Delaware limited liability company (the “Seller”) and DEUTSCHE BANK AG, CAYMAN ISLANDS BRANCH, a branch of a German banking institution (the “Buyer”).

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