Gramercy Property Trust Inc. Contracts & Agreements

SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER (Filed With SEC on December 7, 2015)

FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (Filed With SEC on November 23, 2015)

INCREMENTAL AMENDMENT (Filed With SEC on November 5, 2015)

AMENDMENT NO. 4 TO REVOLVING CREDIT AND TERM LOAN AGREEMENT (Filed With SEC on November 5, 2015)

Gramercy Property Trust Inc. 2015 Equity Incentive Plan Stock Award Agreement SUMMARY OF STOCK AWARD (Filed With SEC on August 5, 2015)

Gramercy Property Trust Inc. 2015 Equity Incentive Plan NONQUALIFIED STOCK OPTION AGREEMENT SUMMARY OF NONQUALIFIED STOCK OPTION AWARD (Filed With SEC on August 5, 2015)

Gramercy Property Trust Inc. 2015 Equity Incentive Plan Phantom Share Award Agreement SUMMARY OF PHANTOM SHARE AWARD (Filed With SEC on August 5, 2015)

Gramercy Property Trust Inc. 2015 Equity Incentive Plan Stock Award Agreement SUMMARY OF STOCK AWARD (Filed With SEC on June 24, 2015)

GramercyProperty Trust Inc. 8,500,000 SHARES OF COMMON STOCK, $0.001PAR VALUE PER SHARE UNDERWRITINGAGREEMENT April 9, 2015 (Filed With SEC on April 14, 2015)

GRAMERCY PROPERTYTRUST INC. DIRECTORS’DEFERRAL PROGRAM (As amended andrestated, Effective as of January 1, 2015) (Filed With SEC on March 9, 2015)

2012 INDUCEMENT EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT (Filed With SEC on March 9, 2015)

2012 INDUCEMENT EQUITY INCENTIVE PLAN RESTRICTED STOCK AWARD (Filed With SEC on March 9, 2015)

AMENDMENT NO. 1 TO REVOLVING CREDIT ANDTERM LOAN AGREEMENT (Filed With SEC on January 27, 2015)

GramercyProperty Trust Inc. 52,000,000 SHARES OF COMMON STOCK,$0.001 PAR VALUE PER SHARE UNDERWRITINGAGREEMENT December 10, 2014 (Filed With SEC on December 16, 2014)

PURCHASE AND SALE CONTRACT BETWEEN TRTNOIP DOOLITTLE – REDONDO BEACH LP, a Delaware limited partnership, TRTNOIP SHEILA - COMMERCE LP, a Delaware limited partnership, TRT NOIP... (Filed With SEC on December 10, 2014)

GRAMERCY PROPERTYTRUST INC. Common Stock (Par Value $0.001Per Share) EQUITY DISTRIBUTIONAGREEMENT Dated: September19, 2014 (Filed With SEC on September 19, 2014)

GramercyProperty Trust Inc. 3,500,000 Shares of 7.125% Series B Cumulative Redeemable PreferredStock UNDERWRITINGAGREEMENT August 12, 2014 (Filed With SEC on August 15, 2014)

First Amendment to the Amended and Restated Agreement of Limited Partnership of GPT Property Trust LP (Filed With SEC on August 15, 2014)

FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF GPT PROPERTY TRUST LP (Filed With SEC on July 31, 2014)

REVOLVING CREDITAND TERM LOAN AGREEMENT dated as of June 9, 2014 among GPT PROPERTY TRUST LP The Lenders Party Hereto and JPMORGANCHASE BANK, N.A., as Administrative Agent BANK OF... (Filed With SEC on June 13, 2014)

GramercyProperty Trust Inc. 40,000,000 SHARES OF COMMON STOCK,$0.001 PAR VALUE PER SHARE UNDERWRITINGAGREEMENT May 13, 2014 (Filed With SEC on May 19, 2014)

MEMBERSHIP INTEREST PURCHASE AND SALEAGREEMENT (Filed With SEC on May 12, 2014)

GPT PROPERTY TRUST LP, as Issuer GRAMERCY PROPERTY TRUST INC., as Guarantor U.S. BANK NATIONAL ASSOCIATION, asTrustee (Filed With SEC on March 24, 2014)

GRAMERCY PROPERTY TRUST INC. GPT PROPERTY TRUST LP 3.75% Exchangeable Senior Notes Due 2019 Registration Rights Agreement (Filed With SEC on March 24, 2014)

$100,000,000 GPT PropertyTrust LP 3.75% ExchangeableSenior Notes Due 2019 Fully and Unconditionally Guaranteedby Gramercy Property Trust Inc. PURCHASE AGREEMENT (Filed With SEC on March 21, 2014)

THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF GKK CAPITAL LP Dated asof April 19, 2006 (Filed With SEC on March 17, 2014)

FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AND GUARANTYAGREEMENT (Filed With SEC on March 17, 2014)

AMENDED AND RESTATED ASSET MANAGEMENTSERVICES AGREEMENT (Filed With SEC on December 20, 2013)

COMMON STOCK PURCHASE AGREEMENT (Filed With SEC on October 7, 2013)

fORMOF Joinder Agreement (Filed With SEC on October 7, 2013)

FORM OF CONTINGENT VALUE RIGHTS AGREEMENT (Filed With SEC on October 7, 2013)

FIRST AMENDMENT TO EMPLOYMENT AND NONCOMPETITIONAGREEMENT (Filed With SEC on May 6, 2013)

LOAN AGREEMENT Dated as of December 6, 2012 Between GPT GIG BOA PORTFOLIO OWNER LLC, as Borrower and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Lender (Filed With SEC on December 12, 2012)

StockholderAgreement (Filed With SEC on December 12, 2012)

AGREEMENTFOR SALE OF MEMBERSHIP INTERESTS BY AND BETWEEN KBS ACQUISITION SUB-OWNER 2, LLC (“Seller”) AND BBD1 HOLDINGS LLC (“Company”) (Filed With SEC on August 23, 2012)

BBD1 HOLDINGS LLC LIMITED LIABILITY COMPANY AGREEMENT between GKK BBD1 OWNER LLC, and FYF NET LEASE LLC Dated as of August 17, 2012 (Filed With SEC on August 23, 2012)

_______________________________________________________________ LOAN AGREEMENT Dated as of August 17, 2012 Between KBS REIT PROPERTIES, LLC And KBS ACQUISITION SUB-OWNER 5, LLC... (Filed With SEC on August 23, 2012)

FIRST AMENDMENT TO ASSET MANAGEMENT SERVICES AGREEMENT (Filed With SEC on August 23, 2012)

EMPLOYMENT AND NONCOMPETITION AGREEMENT (Filed With SEC on June 13, 2012)

GRAMERCY CAPITAL CORP. GKK CAPITAL LP 2012 LONG-TERM OUTPERFORMANCE PLAN AWARD AGREEMENT (Filed With SEC on June 13, 2012)

GRAMERCY CAPITAL CORP. 2012INDUCEMENT EQUITY INCENTIVE PLAN (Filed With SEC on June 13, 2012)

SEPARATION AND RELEASE AGREEMENT (Filed With SEC on June 13, 2012)

TRANSITION AND RELEASE AGREEMENT (Filed With SEC on June 13, 2012)

AMENDMENT TO RETENTION AGREEMENT (Filed With SEC on June 13, 2012)

ASSET MANAGEMENT SERVICES AGREEMENT (Filed With SEC on April 3, 2012)

GRAMERCY CAPITAL CORP. GKK CAPITAL LP AMENDED AND RESTATED 2004 EQUITY INCENTIVEPLAN RESTRICTED STOCK AWARD (Filed With SEC on March 15, 2012)

AMENDMENT (Filed With SEC on March 15, 2012)

AMENDMENT (Filed With SEC on August 3, 2011)

AMENDMENT TO LTIP UNIT AWARD AGREEMENT (Filed With SEC on August 3, 2011)

AMENDMENT (Filed With SEC on August 3, 2011)

AMENDMENT TO LTIP UNIT AWARD AGREEMENT (Filed With SEC on August 3, 2011)

Re:Omnibus Extension of Loan Agreements (Filed With SEC on March 14, 2011)

SUPPLEMENTALINDENTURE (Filed With SEC on June 17, 2010)

SECOND AMENDMENT TO LOANAGREEMENT (Filed With SEC on March 15, 2010)

AMENDMENT TO AMENDED ANDRESTATED SENIOR MEZZANINE LOANAGREEMENT (Filed With SEC on March 15, 2010)

AMENDMENT TO JUNIORMEZZANINE LOAN AGREEMENT (Filed With SEC on March 15, 2010)

TERMINATIONAGREEMENT (includingAmendments to Letters of Credit Agreements) (Filed With SEC on December 9, 2009)

EXCHANGE AGREEMENT among GKK CAPITAL LP and TABERNA PREFERREDFUNDING II, LTD., TABERNA PREFERREDFUNDING III, LTD., TABERNA PREFERREDFUNDING IV, LTD., TABERNA PREFERREDFUNDING V,... (Filed With SEC on May 11, 2009)

SECURITIESTRANSFER AGREEMENT by andamong GRAMERCYCAPITAL CORP. GKKCAPITAL LP SL GREENOPERATING PARTNERSHIP, L.P. GKKMANAGER MEMBER CORP. and SL GREENREALTY CORP. (solely for the... (Filed With SEC on April 28, 2009)

EMPLOYMENT AND NONCOMPETITION AGREEMENT (Filed With SEC on April 28, 2009)

EMPLOYMENTAND NONCOMPETITION AGREEMENT (Filed With SEC on April 28, 2009)

EMPLOYMENT AND NONCOMPETITION AGREEMENT (Filed With SEC on April 28, 2009)

AMENDMENT NO. 2 TO CREDIT AGREEMENT (Filed With SEC on April 8, 2009)

AMENDED AND RESTATED GUARANTEE AGREEMENT (Filed With SEC on April 8, 2009)

GKK 2 HERALD MEZZ LLC GUARANTEE AGREEMENT (Filed With SEC on April 8, 2009)

GKK 885 THIRD MEZZ LLC GUARANTEE AGREEMENT (Filed With SEC on April 8, 2009)

SECONDOMNIBUS AMENDMENT (Filed With SEC on April 8, 2009)

AMENDMENTAND COMPROMISE AGREEMENT (Filed With SEC on April 2, 2009)

LEASE AGREEMENT (Group A Properties) Between WACHOVIA BANK, NATIONAL ASSOCIATION as Tenant and FIRST STATES INVESTORS 4000B, LLC as Landlord Dated as of April 1, 2003 (Filed With SEC on March 16, 2009)

AMENDEDAND RESTATED LEASEAGREEMENT DATED MAY 23,2003 Between U.S. BANK NATIONALASSOCIATION, not in its individual capacity, but solely as successor OwnerTrustee to State Street... (Filed With SEC on March 16, 2009)

LEASE AGREEMENT Between BANK OF AMERICA,N.A. as Tenant and FIRST STATESINVESTORS 4100A, LLC as Landlord Dated as of September 24,2003 LeasedProperty: 74 Group A PropertiesLocated... (Filed With SEC on March 16, 2009)

OFFICE LEASE (Filed With SEC on March 16, 2009)

MASTERAGREEMENT REGARDING LEASES (Filed With SEC on March 16, 2009)

[LEASE](1) between FIRSTSTATES INVESTORS 3300, LLC and WACHOVIABANK, NATIONAL ASSOCIATION Datedas of , 2004 (Filed With SEC on March 16, 2009)

MASTER LEASE AGREEMENT BETWEEN FIRST STATES INVESTORS5200, LLC, a Delaware limitedliability company (LANDLORD) AND BANK OF AMERICA, N.A. (TENANT) Dated: October 1,2004 (Filed With SEC on March 16, 2009)

AMENDEDAND RESTATED MASTER LEASE AGREEMENT (Filed With SEC on March 16, 2009)

JUNIORSUBORDINATED INDENTURE between GKKCAPITAL LP and THEBANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee Datedas of January 30, 2009 (Filed With SEC on February 5, 2009)

AGREEMENT (Filed With SEC on January 6, 2009)

SEVERANCE AGREEMENT (Filed With SEC on November 17, 2008)

SECOND AMENDMENT TO THE THIRD AMENDED AND RESTATED AGREEMENT OF LIMITEDPARTNERSHIP OF GKK CAPITAL LP Dated as of October 27,2008 (Filed With SEC on November 10, 2008)

GRAMERCY CAPITAL CORP. AMENDED AND RESTATED 2004 EQUITY INCENTIVE PLAN (Filed With SEC on November 10, 2008)

FIRST AMENDMENT TO AMENDED AND RESTATED 2004 EQUITY INCENTIVE PLAN (Filed With SEC on November 10, 2008)

SECOND AMENDED AND RESTATED MANAGEMENT AGREEMENT (Filed With SEC on October 31, 2008)

SERVICES AGREEMENT (Filed With SEC on October 31, 2008)

AGREEMENT (Filed With SEC on October 31, 2008)

TERMINATION OF AMENDED AND RESTATED ASSET SERVICING AGREEMENT (Filed With SEC on October 31, 2008)

TERMINATION OF AMENDED AND RESTATED OUTSOURCE AGREEMENT (Filed With SEC on October 31, 2008)

SEVERANCE AGREEMENT (Filed With SEC on October 31, 2008)

OMNIBUS AMENDMENT TO SECOND AMENDEDAND RESTATED MASTER REPURCHASE AGREEMENT (Filed With SEC on September 5, 2008)

AMENDMENT TOLOAN AGREEMENT (Filed With SEC on August 28, 2008)

AMENDED AND RESTATED SENIOR MEZZANINE LOAN AGREEMENT Originally Closed on April 1, 2008 Amendment Effective as of August 22, 2008 between THE BORROWERS NAMED HEREIN collectively,... (Filed With SEC on August 28, 2008)

JUNIOR MEZZANINELOAN AGREEMENT Dated as of August 22, 2008 between GKK STARS JUNIOR MEZZ 2 LLC, as Borrower and THE LENDERS NAMED HEREIN collectively, as Lender (Filed With SEC on August 28, 2008)

GRAMERCYCAPITAL CORP. 420Lexington Avenue NewYork, New York 10170 (Filed With SEC on April 22, 2008)

FIRST AMENDMENT TO EMPLOYMENT AND NONCOMPETITION AGREEMENT (Filed With SEC on April 22, 2008)

SEVERANCE AGREEMENT (Filed With SEC on April 22, 2008)

[AFR LETTERHEAD] (Filed With SEC on March 25, 2008)

GRAMERCY CAPITALCORP. 2004 EQUITYINCENTIVE PLAN RESTRICTED STOCKAWARD AGREEMENT (Filed With SEC on March 17, 2008)

GRAMERCY CAPITALCORP. 2004 EQUITYINCENTIVE PLAN OPTION AWARDAGREEMENT (Filed With SEC on March 17, 2008)

GRAMERCY CAPITAL CORP. 2004 EQUITYINCENTIVE PLAN PHANTOM SHAREAWARD AGREEMENT (Filed With SEC on March 17, 2008)

AGREEMENTAND PLAN OF MERGER BY ANDAMONG GRAMERCY CAPITAL CORP., GKK CAPITAL LP, GKK STARS ACQUISITION LLC, GKKSTARS ACQUISITION CORP., GKKSTARS ACQUISITION LP, AMERICANFINANCIAL... (Filed With SEC on November 8, 2007)

LIMITED PARTNERSHIP UNIT PURCHASEAGREEMENT (Filed With SEC on November 8, 2007)

SUBSCRIPTIONAGREEMENT (Filed With SEC on November 8, 2007)

REGISTRATION RIGHTS AGREEMENT (Filed With SEC on November 8, 2007)

STOCKHOLDERSAGREEMENT Dated asof November 2, 2007 By and Among GRAMERCYCAPITAL CORP., SSF III GEMINI, LP and SL GREEN OPERATING PARTNERSHIP,L.P. (Filed With SEC on November 8, 2007)

GRAMERCY CAPITALCORP. 3,618,750 Shares of Common Stock (Filed With SEC on September 26, 2007)

ANNEX I to SECOND AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT (GOLDMANSACHS MORTGAGE COMPANY) (Filed With SEC on July 5, 2007)

SECOND AMENDED AND RESTATED GUARANTY (Filed With SEC on July 5, 2007)

FIRSTAMENDMENT TO THIRD AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT (Filed With SEC on July 5, 2007)

FOURTH AMENDED AND RESTATED GUARANTEEAGREEMENT (Filed With SEC on July 5, 2007)

FIRSTAMENDED AND RESTATED CREDITAGREEMENT Dated as of June28, 2007 among GKKCAPITAL LP as Borrower, KEYBANKNATIONAL ASSOCIATION, as a Bank, THE OTHERBANKS WHICH MAY BECOME PARTIES... (Filed With SEC on July 5, 2007)

GRAMERCY CAPITALCORP. 4,000,000 Shares of 8.125% Series A Cumulative Redeemable Preferred Stock (Filed With SEC on April 18, 2007)

ANNEXI to AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT (GOLDMAN SACHS MORTGAGE COMPANY) (Filed With SEC on October 19, 2006)

THIRD AMENDED AND RESTATED MASTERREPURCHASE AGREEMENT by and among GRAMERCY WAREHOUSE FUNDING I LLC and GKK TRADING WAREHOUSE I LLC and GKK 450 LEX LLC and the Additional Sellers... (Filed With SEC on October 19, 2006)

SECOND AMENDMENT TO SECONDAMENDED AND RESTATED MASTER REPURCHASE AGREEMENT (Filed With SEC on August 9, 2006)

FOURTH AMENDMENT TOMASTER REPURCHASE AGREEMENT (Filed With SEC on May 26, 2006)

GRAMERCY CAPITAL CORP. 2,250,000 Sharesof Common Stock (Filed With SEC on May 17, 2006)

AMENDEDand RESTATED OUTSOURCE AGREEMENT (Filed With SEC on May 10, 2006)

THIRD AMENDMENT TO MASTERREPURCHASE AGREEMENT (Filed With SEC on May 10, 2006)

PRICINGLETTER (SECOND AMENDED AND RESTATED MASTER REPURCHASE FACILITY) March 21,2006 (Filed With SEC on May 10, 2006)

GRAMERCY CAPITAL CORP. 1,000,000 SHARES CONTROLLEDEQUITY OFFERINGSM SALES AGREEMENT (Filed With SEC on May 10, 2006)

1,000,000 SHARES ATM EQUITY OFFERINGSM SALES AGREEMENT (Filed With SEC on May 10, 2006)

AMENDEDAND RESTATED MANAGEMENTAGREEMENT (Filed With SEC on April 20, 2006)

SECONDAMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (Filed With SEC on April 20, 2006)

THIRD AMENDED ANDRESTATED AGREEMENT OFLIMITED PARTNERSHIP OF GKK CAPITAL LP Dated as of April 19, 2006 (Filed With SEC on April 20, 2006)

SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF GKK CAPITAL LP Dated as of December 14, 2005 (Filed With SEC on March 13, 2006)

AMENDED AND RESTATED TRUST AGREEMENT among GKK CAPITAL LP, as Depositor JPMORGAN CHASE BANK, NATIONALASSOCIATION, as Property Trustee CHASE BANK USA, NATIONAL ASSOCIATION, as... (Filed With SEC on March 13, 2006)

JUNIOR SUBORDINATED INDENTURE between GKK CAPITAL LP and JPMORGAN CHASEBANK, NATIONAL ASSOCIATION, asTrustee Dated as of January27, 2006 (Filed With SEC on March 13, 2006)

AMENDEDAND RESTATED TRUST AGREEMENT among GKKCAPITAL LP, as Depositor JPMORGANCHASE BANK, NATIONAL ASSOCIATION, as Property Trustee CHASEBANK USA, NATIONAL ASSOCIATION, as... (Filed With SEC on October 9, 2005)

JUNIORSUBORDINATED INDENTURE between GKKCAPITAL LP and JPMORGAN CHASE BANK, NATIONALASSOCIATION, as Trustee Dated as of August 9, 2005 (Filed With SEC on October 9, 2005)

GRAMERCY CAPITAL CORP. 2,500,000 Shares of CommonStock (Filed With SEC on September 13, 2005)

LIMITED LIABILITY COMPANY AGREEMENT OF 1 MADISON OFFICE HOLDINGS LLC Dated as of: April 29, 2005 (Filed With SEC on May 11, 2005)

SECOND AMENDED AND RESTATED MASTERREPURCHASE AGREEMENT by and among GRAMERCYWAREHOUSE FUNDING I LLC and the Additional Sellers from time totime parties hereto, as the Sellers and... (Filed With SEC on May 11, 2005)

ANNEX I to MASTER REPURCHASE AGREEMENT (GOLDMAN SACHS MORTGAGE COMPANY) (Filed With SEC on March 17, 2005)

EMPLOYMENTAND NONCOMPETITION AGREEMENT (Filed With SEC on March 17, 2005)

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (Filed With SEC on March 17, 2005)

Form ofPurchase Agreement (Filed With SEC on December 9, 2004)

Form of Registration Rights Agreement REGISTRATIONRIGHTS AGREEMENT (Filed With SEC on December 9, 2004)

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Gramercy Property Trust Inc. Contracts & Agreements