0001193125-07-017608 Sample Contracts

FORM OF MANAGEMENT AGREEMENT by and between QUADRA REALTY TRUST, INC. and HYPO REAL ESTATE CAPITAL CORPORATION Dated as of February [ ], 2007
Management Agreement • February 1st, 2007 • Quadra Realty Trust, Inc. • Real estate investment trusts • New York

MANAGEMENT AGREEMENT, dated as of February [ ], 2007, by and between Quadra Realty Trust, Inc., a Maryland corporation (the “Company”) and Hypo Real Estate Capital Corporation, a Delaware corporation (the “Manager”).

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FORM OF REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 1st, 2007 • Quadra Realty Trust, Inc. • Real estate investment trusts • New York

This REGISTRATION RIGHTS AGREEMENT, dated as of February [__], 2007, is entered into by and between Quadra Realty Trust, Inc., a Maryland corporation (the “Company”) and Hypo Real Estate Capital Corporation, a Delaware corporation (the “Hypo”).

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] shares QUADRA REALTY TRUST, INC. Common Stock FORM OF UNDERWRITING AGREEMENT
Underwriting Agreement • February 1st, 2007 • Quadra Realty Trust, Inc. • Real estate investment trusts • New York
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FORM OF INDEMNIFICATION AGREEMENT
Indemnification Agreement • February 1st, 2007 • Quadra Realty Trust, Inc. • Real estate investment trusts • Maryland

THIS INDEMNIFICATION AGREEMENT, dated as of , 2007 (this “Agreement”), is made by and between Quadra Realty Trust, Inc., a Maryland corporation (the “Company”), and (“Indemnitee”).

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FORM OF QUADRA REALTY TRUST, INC. EQUITY PLAN RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • February 1st, 2007 • Quadra Realty Trust, Inc. • Real estate investment trusts • Maryland

THIS RESTRICTED STOCK AWARD AGREEMENT, (the “Agreement”), dated as of , 20 (the “Grant Date”), is made by and between Quadra Realty Trust, Inc., a Maryland corporation (the “Company”), and [ ] (the “Grantee”).

Sample 1
FORM OF QUADRA REALTY TRUST, INC. EQUITY PLAN NON-QUALIFIED STOCK OPTION AGREEMENT
Non-Qualified Stock Option Agreement • February 1st, 2007 • Quadra Realty Trust, Inc. • Real estate investment trusts • Maryland

THIS NON-QUALIFIED STOCK OPTION AGREEMENT (the “Agreement”), dated as of [ ], 20[ ], is made by and between Quadra Realty Trust, Inc., a Maryland corporation (the “Company”), and [ ] (the “Optionee”).

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FORM OF CONTRIBUTION AGREEMENT
Contribution Agreement • February 1st, 2007 • Quadra Realty Trust, Inc. • Real estate investment trusts • New York

This CONTRIBUTION AGREEMENT (this “Agreement”), dated as of February [__], 2007, is by and between Hypo Real Estate Capital Corporation, a Delaware corporation (“Hypo”) and Quadra Realty Trust, Inc., a Maryland corporation (“Quadra Realty”).

Sample 1
FORM OF QUADRA REALTY TRUST, INC. MANAGER EQUITY PLAN NON-QUALIFIED STOCK OPTION AGREEMENT
Non-Qualified Stock Option Agreement • February 1st, 2007 • Quadra Realty Trust, Inc. • Real estate investment trusts • Maryland

THIS STOCK OPTION AGREEMENT (the “Agreement”), dated as of [ ], 20[ ], is made by and between Quadra Realty Trust, Inc., a Maryland corporation (the “Company”), and Hypo Real Estate Capital Corporation, a Delaware corporation (the “Optionee”).

Sample 1
FORM OF QUADRA REALTY TRUST, INC. EQUITY PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • February 1st, 2007 • Quadra Realty Trust, Inc. • Real estate investment trusts • Maryland

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT, (the “Agreement”), dated as of , 20 (the “Grant Date”), is made by and between Quadra Realty Trust, a Maryland corporation (the “Company”), and [ ] (the “Grantee”).

Sample 1
FORM OF QUADRA REALTY TRUST, INC. MANAGER EQUITY PLAN RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • February 1st, 2007 • Quadra Realty Trust, Inc. • Real estate investment trusts • Maryland

THIS RESTRICTED STOCK AWARD AGREEMENT, (the “Agreement”), dated as of , 20 (the “Grant Date”), is made by and between Quadra Realty Trust, Inc., a Maryland corporation (the “Company”), and Hypo Real Estate Capital Corporation, a Delaware corporation (the “Grantee”).

Sample 1
FORM OF QUADRA REALTY TRUST, INC. MANAGER EQUITY PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • February 1st, 2007 • Quadra Realty Trust, Inc. • Real estate investment trusts • Maryland

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT, (the “Agreement”), dated as of , 20 (the “Grant Date”), is made by and between Quadra Realty Trust, Inc., a Maryland corporation (the “Company”), and Hypo Real Estate Capital Corporation, a Delaware corporation (the “Grantee”).

Sample 1
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