REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 3rd, 2012 • Capital Trust Inc • Real estate investment trusts • New York
THIS REGISTRATION RIGHTS AGREEMENT is made and entered into as of [—] [—], 2012 by and between CAPITAL TRUST, INC., a Maryland corporation (the “Company”) and HUSKIES ACQUISITION LLC, a Delaware limited liability company (the “Investor”).
FIRST AMENDMENT TO RIGHTS AGREEMENTRights Agreement • October 3rd, 2012 • Capital Trust Inc • Real estate investment trusts • New York
This First Amendment (this “Amendment”) to the Tax Preservation Rights Agreement, dated as of March 3, 2011 (the “Rights Agreement”), by and between Capital Trust, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as Rights Agent (the “Rights Agent”), is made as of September 27, 2012. Capitalized used herein but not defined herein shall have the meanings given to them in the Rights Agreement.
VOTING AGREEMENTVoting Agreement • October 3rd, 2012 • Capital Trust Inc • Real estate investment trusts • New York
This VOTING AGREEMENT, dated as of September 27, 2012 (this “Agreement”) is entered into by and among HUSKIES ACQUISITION LLC (“Purchaser”), W. R. BERKLEY CORPORATION, a Delaware corporation (“Berkley”), ADMIRAL INSURANCE COMPANY, a Delaware corporation (“Admiral”), BERKLEY INSURANCE COMPANY, a Delaware corporation (“Berkley Insurance”), BERKLEY REGIONAL INSURANCE COMPANY, a Delaware corporation (“Berkley Regional”), and NAUTILUS INSURANCE COMPANY, an Arizona corporation (“Nautilus,” and together with Berkley, Admiral, Berkley Insurance and Berkley Regional, the “Stockholders”). Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Purchase Agreement (as defined below).
