0001104659-04-038989 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 9th, 2004 • Gramercy Capital Corp • Real estate investment trusts • New York

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 3, 2004, is made and entered into by and among Gramercy Capital Corp., a Maryland corporation (the “Company”), and certain persons listed on Schedule 1 hereto (such persons, in their capacity as holders of Registrable Securities, the “Holders” and each the “Holder”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in Section 1 hereto.

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