0001104659-09-026736 Sample Contracts

EMPLOYMENT AND NONCOMPETITION AGREEMENT
Employment Agreement • April 28th, 2009 • Gramercy Capital Corp • Real estate investment trusts • New York

This EMPLOYMENT AND NONCOMPETITION AGREEMENT (“Agreement”) is made as of the 27th day of October, 2008, between Roger Cozzi (“Executive”) and GKK Manager LLC, a Delaware limited liability company (the “Employer”), to be effective as of October 28, 2008 (the “Effective Date”).

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EMPLOYMENT AND NONCOMPETITION AGREEMENT
Employment Agreement • April 28th, 2009 • Gramercy Capital Corp • Real estate investment trusts • New York

This EMPLOYMENT AND NONCOMPETITION AGREEMENT (“Agreement”) is made as of the day of July, 2004 between Robert R. Foley (“Executive”) and GKK Manager LLC (the “Employer”).

SPECIAL RIGHTS AGREEMENT
Special Rights Agreement • April 28th, 2009 • Gramercy Capital Corp • Real estate investment trusts • New York

THIS SPECIAL RIGHTS AGREEMENT (this “Agreement”), dated as of April 24, 2009 is made by and between Gramercy Capital Corp., a Maryland corporation (the “Parent”), SL Green Operating Partnership, L.P., a Delaware limited partnership (“SL Green OP”), and SL Green Realty Corp., a Maryland corporation (“SLG” and collectively with SL Green OP and subsidiaries and other entities controlled by either of them, “SL Green”).

SECURITIES TRANSFER AGREEMENT by and among GRAMERCY CAPITAL CORP. GKK CAPITAL LP SL GREEN OPERATING PARTNERSHIP, L.P. GKK MANAGER MEMBER CORP. and SL GREEN REALTY CORP. (solely for the purpose of Sections 2.6, 5.4, 5.5, 5.6, 6.3, 6.4, 6.5, 7.1, 7.2,...
Securities Transfer Agreement • April 28th, 2009 • Gramercy Capital Corp • Real estate investment trusts • New York

THIS SECURITIES TRANSFER AGREEMENT, dated as of April 24, 2009 (this “Agreement” ), is made by and among Gramercy Capital Corp., a Maryland corporation (“Parent”), GKK Capital LP, a Delaware limited partnership (the “Operating Partnership”), SL Green Operating Partnership, L.P., a Delaware limited partnership (“SLGOP”), GKK Manager Member Corp., a Delaware corporation (“Manager Corp”), and, solely for the purpose of Sections 2.6, 5.4, 5.5, 5.6, 6.3, 6.4, 6.5, 7.1, 7.2, 7.3, 7.4(a), 7.4(b), 7.4(d), 7.4(e), 7.5, 7.6 and 7.7 and Article VIII of this Agreement, SL Green Realty Corp., a Maryland corporation (“SLG”). Capitalized terms used herein but not otherwise defined (including in the Recitals to this Agreement) shall have the meanings ascribed to such terms in Article I of this Agreement.

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