0001193125-14-452937 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • December 23rd, 2014 • Colony Financial, Inc. • Real estate investment trusts • California

THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of December 23, 2014, is made by and between Colony Financial, Inc., a Maryland corporation (“CFI”), and Richard B. Saltzman (the “Executive”). CFI, together with its subsidiaries is hereinafter referred to as “the Company,” and where the context permits, references to “the Company” shall include the Company and any successor to the Company.

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EXECUTION VERSION COLONY MARK TRANSFER AGREEMENT
Colony Mark Transfer Agreement • December 23rd, 2014 • Colony Financial, Inc. • Real estate investment trusts • Delaware

This COLONY MARK TRANSFER AGREEMENT (this “Agreement”) is entered into as of December 23, 2014, by and among Colony Financial, Inc., a Maryland corporation (“CFI”), CFI RE Masterco, LLC, a Delaware limited liability company and wholly-owned subsidiary of CFI (“Transferee” and together with CFI, the “Transferee Group”) and New Colony Holdings, LLC (“Transferor”), a Delaware limited liability company, wholly-owned by Thomas J. Barrack, Jr.

EMPLOYMENT AGREEMENT
Employment Agreement • December 23rd, 2014 • Colony Financial, Inc. • Real estate investment trusts • California

THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of December 23, 2014, is made by and between Colony Financial, Inc., a Maryland corporation (“CFI”), and Thomas J. Barrack, Jr. (the “Executive”). CFI, together with its subsidiaries is hereinafter referred to as “the Company,” and where the context permits, references to “the Company” shall include the Company and any successor to the Company.

LOCK-UP AND LIQUIDATED DAMAGES AGREEMENT
Lock-Up and Liquidated Damages Agreement • December 23rd, 2014 • Colony Financial, Inc. • Real estate investment trusts • California

THIS LOCK-UP AND LIQUIDATED DAMAGES AGREEMENT (this “Agreement”), dated as of December 23, 2015, to be effective as of the Closing, is made by and among Colony Financial, Inc., a Maryland corporation (“CFI”), Colony Capital, LLC, a Delaware limited liability company (“CC”), CFI RE Masterco LLC, a Delaware limited liability company and wholly-owned subsidiary of CFI (the “OP”), and Thomas J. Barrack, Jr. (“Barrack”). Any capitalized term that is used but not otherwise defined in this Agreement shall have the meaning set forth in the Contribution Agreement (as defined below).

SHARE TRANSFER AND LIQUIDATED DAMAGES AGREEMENT
Share Transfer and Liquidated Damages Agreement • December 23rd, 2014 • Colony Financial, Inc. • Real estate investment trusts • California

THIS SHARE TRANSFER AND LIQUIDATED DAMAGES AGREEMENT (this “Agreement”), dated as of December 23, 2014, to be effective as of the Closing, is made by and among Colony Financial, Inc., a Maryland corporation (“CFI”), Colony Capital Holdings, LLC, a Delaware limited liability company (“CC Holdings”), Colony Capital, LLC, a Delaware limited liability company (“CC”), and Richard B. Saltzman (“Saltzman”). Any capitalized term that is used but not otherwise defined in this Agreement shall have the meaning set forth in the Contribution Agreement by and among CC Holdings, CFI, CC, Colony Capital OP Subsidiary LLC (“OP”), a Delaware limited liability company, FHB Holding LLC, a Delaware limited liability company, Richard B. Saltzman and CFI RE Masterco LLC, a Delaware limited liability company, dated as of the date hereof (the “Contribution Agreement”).

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