0001193125-12-513111 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • December 21st, 2012 • Capital Trust Inc • Real estate investment trusts • Maryland

THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the day of December, 2012, by and between Capital Trust, Inc., a Maryland corporation (the “Company”), and (“Indemnitee”).

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MANAGEMENT AGREEMENT by and between Capital Trust, Inc. and BREDS/CT Advisors L.L.C.
Management Agreement • December 21st, 2012 • Capital Trust Inc • Real estate investment trusts • New York

MANAGEMENT AGREEMENT, dated as of December 19, 2012, by and between Capital Trust, Inc., a Maryland corporation, and BREDS/CT Advisors L.L.C., a Delaware limited liability company (the “Manager”).

ASSIGNMENT AND ASSUMPTION OF LEASE
Assignment and Assumption of Lease • December 21st, 2012 • Capital Trust Inc • Real estate investment trusts • New York

THIS ASSIGNMENT AND ASSUMPTION OF LEASE (this “Agreement”) is made as of December 19, 2012, by and between CAPITAL TRUST, INC., a New York corporation (“Assignor”) and BLACKSTONE HOLDINGS I L.P., a Delaware limited partnership (“Assignee”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 21st, 2012 • Capital Trust Inc • Real estate investment trusts • New York

THIS REGISTRATION RIGHTS AGREEMENT is made and entered into as of December 19, 2012 by and between CAPITAL TRUST, INC., a Maryland corporation (the “Company”) and BLACKSTONE HOLDINGS III L.P., a Delaware limited partnership (the “Investor”).

CONSENT TO ASSIGNMENT OF LEASE, AND FIFTH LEASE MODIFICATION AGREEMENT
Assignment of Lease, and Fifth Lease Modification Agreement • December 21st, 2012 • Capital Trust Inc • Real estate investment trusts

AGREEMENT dated as of this 19th day of December 2012 (this “Fifth Amendment”) between 410 PARK AVENUE ASSOCIATES, L.P., a New York limited partnership, having an office at 410 Park Avenue, 20th Floor, New York, New York 10022 (hereinafter called “Owner”), and CAPITAL TRUST, INC. a New York corporation, having an office at 410 Park Avenue, New York, New York 10022 (hereinafter called “Tenant”), and BLACKSTONE HOLDINGS I L.P., a Delaware limited partnership, having an office at is 345 Park Avenue, New York, New York 10154 (“Assignee”).

ASSIGNMENT AGREEMENT
Assignment Agreement • December 21st, 2012 • Capital Trust Inc • Real estate investment trusts • New York

This ASSIGNMENT AGREEMENT (this “Assignment”) is entered into as of December 19, 2012 by and among Huskies Acquisition LLC, a Delaware limited liability company (“Assignor”), Blackstone Holdings III L.P., a Delaware limited partnership (“Assignee”) and Capital Trust, Inc., a Maryland corporation (the “Seller”). All capitalized terms used herein which are not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement (as defined below).

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