0001297587-16-000232 Sample Contracts

LTIP UNIT AWARD AGREEMENT
Ltip Unit Award Agreement • October 5th, 2016 • Gramercy Property Trust • Real estate investment trusts • New York

This AWARD AGREEMENT (this “Agreement”) is entered into by Gramercy Property Trust, a Maryland real estate investment trust (the “Company”), GPT Operating Partnership LP, a Delaware limited partnership through which the Company conducts substantially all of its operations (the “Partnership”), GPT Management Co. LLC, a Delaware limited liability company (the “Employer”), and the Grantee as of the Grant Date.

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RESTRICTED SHARE UNIT AWARD AGREEMENT
Restricted Share Unit Award Agreement • October 5th, 2016 • Gramercy Property Trust • Real estate investment trusts • New York

This AWARD AGREEMENT (this “Agreement”) is entered into by Gramercy Property Trust, a Maryland real estate investment trust (the “Company”), and the Grantee as of the Grant Date.

FIRST AMENDMENT TO THE FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF GPT OPERATING PARTNERSHIP LP Dated as of September 29, 2016
Gramercy Property Trust • October 5th, 2016 • Real estate investment trusts

This FIRST AMENDMENT TO THE FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF GPT OPERATING PARTNERSHIP LP (this “Amendment”). dated as of September 29, 2016, is hereby adopted by Gramercy Property Trust, a Maryland real estate investment trust (defined in the Agreement, hereinafter defined, as the “General Partner”), as the general partner of GPT Operating Partnership LP, a Delaware limited partnership (the “Partnership”). For ease of reference, capitalized terms used herein and not otherwise defined have the meanings assigned to them in the Fourth Amended and Restated Agreement of Limited Partnership of GPT Operating Partnership LP, dated as of April 29, 2016 (the “Agreement”).

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