0001193125-09-232950 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • November 12th, 2009 • Colony Financial, Inc. • Real estate investment trusts • Maryland

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is entered into as of September 29, 2009, by and among Colony Financial, Inc., a Maryland corporation (the “Company” or the “Indemnitor”), and Thomas J. Barrack, Jr. (the “Indemnitee”).

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MANAGEMENT AGREEMENT
Management Agreement • November 12th, 2009 • Colony Financial, Inc. • Real estate investment trusts • California

This MANAGEMENT AGREEMENT, dated as of September 29, 2009, is made and entered into by and among COLONY FINANCIAL, INC., a Maryland corporation (the “Company”), COLONY FINANCIAL TRS, LLC, a Delaware limited liability company (the “TRS”) and COLONY FINANCIAL MANAGER, LLC, a Delaware limited liability company (the “Manager”).

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SECONDMENT AGREEMENT
Secondment Agreement • November 12th, 2009 • Colony Financial, Inc. • Real estate investment trusts • California
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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 12th, 2009 • Colony Financial, Inc. • Real estate investment trusts • California

THIS REGISTRATION RIGHTS AGREEMENT is made and entered into as of September 29, 2009 by and between COLONY FINANCIAL, INC., a Maryland corporation (the “Company”), COLONY FINANCIAL MANAGER, LLC, a Delaware limited liability company (the “Manager”) and the persons identified on Schedule A hereto (each an “Investor” and collectively the “Investors”).

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LICENSE AGREEMENT
License Agreement • November 12th, 2009 • Colony Financial, Inc. • Real estate investment trusts • New York

This LICENSE AGREEMENT is made and entered into as of September 29, 2009 by and between NEW COLONY INVESTORS, LLC, a Delaware limited liability company (“Licensor”) and COLONY FINANCIAL, INC., a Maryland corporation (“Licensee”). Capitalized terms used but not defined herein have the meanings ascribed to such term in the Restructuring Agreement (as defined below).

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STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • November 12th, 2009 • Colony Financial, Inc. • Real estate investment trusts • New York

This STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of September 23, 2009, by and among Colony Financial, Inc., a Maryland corporation (the “Company”), and the undersigned Investor (the “Investor”).

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INVESTMENT ALLOCATION AGREEMENT
Investment Allocation Agreement • November 12th, 2009 • Colony Financial, Inc. • Real estate investment trusts • California

This INVESTMENT ALLOCATION AGREEMENT, dated as of September 29, 2009, is made and entered into by and among COLONY CAPITAL, LLC, a Delaware limited liability company (“Colony Capital”), COLONY FINANCIAL MANAGER, LLC, a Delaware limited liability company (the “Manager”), and COLONY FINANCIAL, INC., a Maryland corporation (the “Company”).

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COLONY FINANCIAL, INC. (a Maryland corporation) 12,500,000 Shares of Common Stock PURCHASE AGREEMENT
Purchase Agreement • November 12th, 2009 • Colony Financial, Inc. • Real estate investment trusts • New York
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