0001047469-14-009732 Sample Contracts

FORM OF INDEMNIFICATION AGREEMENT
Form of Indemnification Agreement • December 8th, 2014 • Polar Star Realty Trust Inc. • Real estate investment trusts • Maryland

THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the day of , 20 , by and between Polar Star Realty Trust Inc., a Maryland corporation (the “Company”), and (“Indemnitee”).

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Polar Star Realty Trust Inc. [# of firm shares] Shares of Common Stock FORM OF UNDERWRITING AGREEMENT
Underwriting Agreement • December 8th, 2014 • Polar Star Realty Trust Inc. • Real estate investment trusts • Virginia

Each of Polar Star Realty Trust Inc., a Maryland corporation (the “Company”) and Polar Star Operating Partnership S.C.A., a corporate partnership limited by shares (société en commandite par actions) formed under the laws of the Grand Duchy of Luxembourg, having its registered office at E Building, Parc d’Activité Syrdall, 6 rue Gabriel Lippmann, L-5365, Munsbach, Grand Duchy of Luxembourg and being in the process of registration with the Luxembourg Trade and Companies Register (the “Operating Partnership”), confirms its agreement with each of the Underwriters listed on Schedule I hereto (collectively, the “Underwriters”), for whom FBR Capital Markets & Co. and Wunderlich Securities, Inc. are acting as representatives (in such capacity, collectively, the “Representatives”), with respect to (i) the sale by the Company of [# of firm shares] shares (the “Initial Shares”) of Common Stock, par value $0.01 per share, of the Company (the “Common Stock”), and the purchase by the Underwriters,

FORM OF EMPLOYMENT AGREEMENT
Employment Agreement • December 8th, 2014 • Polar Star Realty Trust Inc. • Real estate investment trusts
POLAR STAR REALTY TRUST INC. FORM OF RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • December 8th, 2014 • Polar Star Realty Trust Inc. • Real estate investment trusts • Maryland

THIS AGREEMENT is made by and between Polar Star Realty Trust Inc., a Maryland corporation (the “Company”) and (the “Grantee”), dated as of the day of , 2014.

POLAR STAR REALTY TRUST INC. FORM OF RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • December 8th, 2014 • Polar Star Realty Trust Inc. • Real estate investment trusts • Maryland

THIS AGREEMENT is made by and between Polar Star Realty Trust Inc., a Maryland corporation (the “Company”), and (the “Grantee”), dated as of the day of , 2014.

FORM OF REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 8th, 2014 • Polar Star Realty Trust Inc. • Real estate investment trusts • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of December , 2014, to be effective upon completion of the initial public offering (“IPO”) of Polar Star Realty Trust Inc., a Maryland corporation (the “Company”), by and among the Company and the persons listed on Schedule I hereto (such persons, in their capacity as holders of Registrable Shares (as defined herein), the “Holders” and each, a “Holder”).

POLAR STAR REALTY TRUST INC. FORM OF LTIP AWARD AGREEMENT
Ltip Award Agreement • December 8th, 2014 • Polar Star Realty Trust Inc. • Real estate investment trusts • Maryland

THIS AGREEMENT is made by and between Polar Star Realty Trust Inc., a Maryland corporation (the “Company”) and (the “Grantee”), dated as of the day of , 2014 (the “Effective Date”).

FORM OF INTERIM TRANSITION AGREEMENT
Interim Transition Agreement • December 8th, 2014 • Polar Star Realty Trust Inc. • Real estate investment trusts
FORM OF EMPLOYMENT AGREEMENT
Employment Agreement • December 8th, 2014 • Polar Star Realty Trust Inc. • Real estate investment trusts • New York
FORM OF EMPLOYMENT AGREEMENT
Employment Agreement • December 8th, 2014 • Polar Star Realty Trust Inc. • Real estate investment trusts
FORM OF INTERNALIZATION AGREEMENT
Form of Internalization Agreement • December 8th, 2014 • Polar Star Realty Trust Inc. • Real estate investment trusts

This INTERNALIZATION AGREEMENT (this “Agreement”) is executed as of , 2014 by and among POLAR STAR OPERATING PARTNERSHIP S.C.A., a corporate partnership limited by shares (société en commandite par actions) formed under the laws of the Grand Duchy of Luxembourg (the “Operating Partnership”), and OBLIGO INVESTMENT MANAGEMENT AS, a limited liability company (AS) incorporated in Norway (“Obligo”). Capitalized terms used but not defined herein shall have the meanings set forth on Exhibit A.

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