0001116679-08-000505 Sample Contracts

January 24, 2008
Centerline Holding Co • March 7th, 2008 • Real estate • New York

This will serve as the agreement between The Altman Group, Inc. (“The Altman Group”) and Centerline Holding Company (the “Client”), pursuant to which The Altman Group will serve the Client as Information Agent for its Rights Offering (the “Offer”).

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SUBSCRIPTION AGENT AGREEMENT
Subscription Agent Agreement • March 7th, 2008 • Centerline Holding Co • Real estate • New York

This Subscription Agent Agreement (the "Agreement") is made as of March 7, 2008, by and among Centerline Holding Company (the "Company"), Computershare Inc., a Delaware corporation, and its fully owned subsidiary Computershare Trust Company, N.A., a national banking (collectively, the “Agent” or individually “Computershare” and the “Trust Company”, respectively). All terms not defined herein shall have the meaning given in the prospectus (the "Prospectus") filed as part of the shelf registration statement on Form S-3, File No. 333-120077, filed by the Company with the Securities and Exchange Commission (the “SEC”) on October 29, 2004, as amended by Pre-Effective Amendment No. 1 filed with the SEC on February 25, 2006 respect thereto (the "Registration Statement"), which Registration Statement was declared effective by the SEC on March 1, 2005.

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