0001193125-09-194484 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • September 18th, 2009 • Colony Financial, Inc. • Real estate investment trusts • Maryland

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is entered into as of September [ ], 2009, by and among Colony Financial, Inc., a Maryland corporation (the “Company” or the “Indemnitor”) and [ ] (the “Indemnitee”).

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MANAGEMENT AGREEMENT
Management Agreement • September 18th, 2009 • Colony Financial, Inc. • Real estate investment trusts • California

This MANAGEMENT AGREEMENT, dated as of [•], 2009, is made and entered into by and among COLONY FINANCIAL, INC., a Maryland corporation (the “Company”), COLONY FINANCIAL TRS, LLC, a Delaware limited liability company (the “TRS”) and COLONY FINANCIAL MANAGER, LLC, a Delaware limited liability company (the “Manager”).

SECONDMENT AGREEMENT
Secondment Agreement • September 18th, 2009 • Colony Financial, Inc. • Real estate investment trusts • California
COLONY FINANCIAL, INC.
Non-Qualified Option Agreement • September 18th, 2009 • Colony Financial, Inc. • Real estate investment trusts

Colony Financial, Inc., a Maryland corporation (the “Company”), hereby grants an option to purchase shares of its common stock, par value $0.01 (the “Option”), to the optionee named below, subject to the vesting and other conditions set forth below. Additional terms and conditions of the grant are set forth in this cover sheet and in the attachment (collectively, the “Agreement”), and in the Company’s 2009 Equity Incentive Plan (as amended from time to time, the “Plan”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • September 18th, 2009 • Colony Financial, Inc. • Real estate investment trusts • California

THIS REGISTRATION RIGHTS AGREEMENT is made and entered into as of September [•], 2009 by and between COLONY FINANCIAL, INC., a Maryland corporation (the “Company”), COLONY FINANCIAL MANAGER, LLC, a Delaware limited liability company (the “Manager”) and the persons identified on Schedule A hereto (each an “Investor” and collectively the “Investors”).

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • September 18th, 2009 • Colony Financial, Inc. • Real estate investment trusts • New York
LICENSE AGREEMENT
License Agreement • September 18th, 2009 • Colony Financial, Inc. • Real estate investment trusts • New York

This LICENSE AGREEMENT is made and entered into as of September , 2009 by and between NEW COLONY INVESTORS, LLC, a Delaware limited liability company (“Licensor”) and COLONY FINANCIAL, INC., a Maryland corporation (“Licensee”). Capitalized terms used but not defined herein have the meanings ascribed to such term in the Restructuring Agreement (as defined below).

COLONY FINANCIAL, INC. 2009 NON-EXECUTIVE DIRECTOR STOCK PLAN NON-QUALIFIED OPTION AGREEMENT
Non-Qualified Option Agreement • September 18th, 2009 • Colony Financial, Inc. • Real estate investment trusts

Colony Financial, Inc., a Maryland corporation (the “Company”), hereby grants an option to purchase shares of its common stock, par value $0.01 (the “Option”), to the optionee named below, subject to the vesting and other conditions set forth below. Additional terms and conditions of the grant are set forth in this cover sheet and in the attachment (collectively, the “Agreement”), and in the Company’s 2009 Non-Executive Director Stock Option Plan (as amended from time to time, the “Plan”).

COLONY FINANCIAL, INC.
Restricted Stock Agreement • September 18th, 2009 • Colony Financial, Inc. • Real estate investment trusts • Maryland

Colony Financial, Inc., a Maryland corporation (the “Company”), hereby grants its shares of common stock, par value $0.01 (“Restricted Stock”) to the Grantee named below, subject to the vesting and other conditions set forth below. Additional terms and conditions of the grant are set forth in this cover sheet and in the attachment (collectively, the “Agreement”) and in the Company’s 2009 Equity Incentive Plan (as amended from time to time, the “Plan”).

COLONY FINANCIAL, INC.
Restricted Stock Agreement • September 18th, 2009 • Colony Financial, Inc. • Real estate investment trusts • Maryland

Colony Financial, Inc., a Maryland corporation (the “Company”), hereby grants its shares of common stock, par value $0.01 (“Restricted Stock”) to the Grantee named below, subject to the vesting and other conditions set forth below. Additional terms and conditions of the grant are set forth in this cover sheet and in the attachment (collectively, the “Agreement”) and in the Company’s 2009 Non-Executive Director Stock Plan (as amended from time to time, the “Plan”).

INVESTMENT ALLOCATION AGREEMENT
Investment Allocation Agreement • September 18th, 2009 • Colony Financial, Inc. • Real estate investment trusts • California

This INVESTMENT ALLOCATION AGREEMENT, dated as of September [•], 2009, is made and entered into by and among COLONY CAPITAL, LLC, a Delaware limited liability company (“Colony Capital”), COLONY FINANCIAL MANAGER, LLC, a Delaware limited liability company (the “Manager”), and COLONY FINANCIAL, INC., a Maryland corporation (the “Company”).

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