0001193125-10-285052 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 21st, 2010 • Colony Financial, Inc. • Real estate investment trusts • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of December 20, 2010 by and among Colony Financial, Inc., a Maryland corporation (the “Company”), and the investors set forth on the signature page hereto (the “Investors”).

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SECURITIES PURCHASE AGREEMENT dated as of DECEMBER 20, 2010 by and among COLONY FINANCIAL, INC., LUXOR CAPITAL PARTNERS, LP, LUXOR CAPITAL PARTNERS OFFSHORE MASTER FUND, LP, LUXOR WAVEFRONT, LP, GAM EQUITY SIX, INC., CEDAR BRIDGE INSTITUTIONAL FUND,...
Securities Purchase Agreement • December 21st, 2010 • Colony Financial, Inc. • Real estate investment trusts • New York

This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made as of December 20, 2010 by and among Colony Financial, Inc., a Maryland corporation (the “Company”), Luxor Capital Partners, LP, a Delaware limited partnership (“LCP”), Luxor Capital Partners Offshore Master Fund, LP, a Cayman Islands limited partnership (“Master Fund”), Luxor Wavefront, LP, a Delaware limited partnership (“Wavefront”), GAM Equity Six, Inc., a British Virgin Islands corporation (“GAM Equity Six” and collectively with LCP, Master Fund and Wavefront, “Luxor”), Cedar Bridge Institutional Fund, L.P., a Delaware limited Partnership (“CB Institutional Fund”) and Cedar Bridge Realty Fund, L.P., a Delaware limited partnership (“CB Realty Fund” and together with CB Institutional Fund, “Cedar Bridge,” and Cedar Bridge together with Luxor and their respective Permitted Transferees as provided in Section 2.7 hereof, the “Investors”). Capitalized terms used, but not otherwise defined in this Agreement, shall have the mea

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