0001467076-15-000003 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • February 27th, 2015 • Colony Financial, Inc. • Real estate investment trusts • Maryland

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is entered into as of August 5, 2014, by and among Colony Financial, Inc., a Maryland corporation (the “Company” or the “Indemnitor”), and Nancy Curtin, a non-executive independent director (the “Indemnitee”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 27th, 2015 • Colony Financial, Inc. • Real estate investment trusts • New York

REGISTRATION RIGHTS AGREEMENT, dated as of December 18, 2014 (this “Agreement”), by and between Colony Financial, Inc., a Maryland corporation (the “Company”), and Cobalt Capital Management, L.P., a Texas limited partnership (together with its permitted assigns, the “Shareholder”).

AMENDMENT NO. 1 TO GUARANTEE AGREEMENT
Guarantee Agreement • February 27th, 2015 • Colony Financial, Inc. • Real estate investment trusts • New York

AMENDMENT NO. 1 TO GUARANTEE AGREEMENT, dated as of December 23, 2014 (this “Amendment”), between COLONY FINANCIAL, INC. (“Guarantor”), and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a national banking association (“Buyer”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Repurchase Agreement (as defined below).

AMENDMENT NO. 1 TO MASTER REPURCHASE AGREEMENT
Joinder Agreement • February 27th, 2015 • Colony Financial, Inc. • Real estate investment trusts • New York

AMENDMENT NO. 1 TO MASTER REPURCHASE AGREEMENT, dated as of December 23, 2014 (this “Amendment”), between CMC LOAN FUNDING A, LLC (“Seller”), and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a national banking association (“Buyer”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Repurchase Agreement (as defined below).

LOAN AGREEMENT among THE ENTITIES LISTED HEREIN AS “BORROWERS”, as Borrowers, THE LENDERS PARTY HERETO as Lenders, and GENERAL ELECTRIC CAPITAL CORPORATION as Administrative Agent December 18, 2014
Loan Agreement • February 27th, 2015 • Colony Financial, Inc. • Real estate investment trusts • New York

This Loan Agreement (this “Agreement”) is entered into as of December __, 2014 among COLFIN COBALT I-II OWNER, LLC, COLFIN COBALT OWNER III, LLC, COLFIN COBALT I-II SUB, LLC and COLFIN COBALT SUB III, LLC, each a Delaware limited liability company (each, a “Borrower” and collectively, the “Borrowers”); each of the lenders that is a signatory hereto identified under the caption “LENDERS” on the signature pages hereof and each lender that becomes a “Lender” after the date hereof pursuant to Section 13.20(2) (individually, a “Lender” and, collectively, the “Lenders”); and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).

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