0001193125-08-256858 Sample Contracts

ASSIGNMENT AND ASSUMPTION AGREEMENT
Assignment and Assumption Agreement • December 19th, 2008 • CBRE Realty Finance Inc • Real estate investment trusts • New York

This Assignment and Assumption Agreement dated as of December 17, 2008, among CBRE REALTY FINANCE MANAGEMENT, LLC, a Delaware limited liability company having an address at CityPlace I, 185 Asylum Street, 31st Floor, Hartford, Connecticut 06103 (the “Assignor”), and CBRE REALTY FINANCE, INC., a Maryland corporation having an address at CityPlace I, 185 Asylum Street, 31st Floor, Hartford, Connecticut 06103 (the “Assignee”).

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TERMINATION OF AMENDED AND RESTATED MANAGEMENT AGREEMENT
Termination Agreement • December 19th, 2008 • CBRE Realty Finance Inc • Real estate investment trusts • New York

This Termination (the “Termination Agreement”) of Amended and Restated Management Agreement, dated as of April 29, 2008, as amended by that certain First Amendment to Amended and Restated Management Agreement dated October 13, 2008 and that certain Second Amendment to Amended and Restated Management Agreement dated November 25, 2008 (collectively, the “Management Agreement”), is entered into as of December 15, 2008 by and among CBRE REALTY FINANCE, INC., a Maryland corporation (the “Company”), CBRE REALTY FINANCE MANAGEMENT, LLC, a Delaware limited liability company (the “Manager”), CB RICHARD ELLIS, INC., a Delaware corporation (“CBRE”) and CBRE MELODY & COMPANY, a Texas corporation (“Melody”).

PERSONAL AND CONFIDENTIAL Kenneth J. Witkin c/o CBRE Realty Finance, Inc.
Terms of Employment • December 19th, 2008 • CBRE Realty Finance Inc • Real estate investment trusts • Connecticut

This letter agreement (the “Letter Agreement”) is to confirm the terms of your employment as President and Chief Executive Officer of Realty Finance Corporation (“RFC” or the “Company”), formerly known as CBRE Realty Finance, Inc.

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