Exhibit 10.3


 


FORM OF CONTINGENT VALUE RIGHTS AGREEMENT


 


This CONTINGENT VALUE RIGHTS AGREEMENT
(this “Agreement”), dated as of [          ], 2013, is by and among Gramercy Property Trust Inc., a Maryland corporation
(the “Company”), and the investor set forth on the signature page hereto (the “Investor”).


 


WHEREAS, in connection with the
issuance by the Company of [   ] shares of the Company’s Common Stock, par value $0.001 per
share (the “Common Stock”) on the date hereof to the Investor pursuant to that certain Common Stock Purchase
Agreement, dated as of October 4, 2013 (the “Stock Purchase Agreement”), by and among the Company and the investors
party thereto, the Company is obligated to issue to the Investor the Contingent Value Rights (as defined below).


 


NOW, THEREFORE, in consideration
of the mutual covenants and undertakings contained herein and for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto hereby agree as follows:


 


		1)	Definitions. Capitalized terms used but not defined in this Agreement shall have the respective
meanings assigned thereto in the Stock Purchase Agreement. In addition to the terms defined in the Stock Purchase Agreement or
elsewhere in this Agreement, the following terms have the meanings indicated:



 


“Contingent Value Rights”
means the contingent value rights, in the amount set forth on the Investor’s signature page hereto, issued to the Investor
subject to the terms and conditions contained herein (as may be adjusted in accordance with Section 2(d)).


 


“Purchase Price” shall
equal $4.11 (as may be adjusted in accordance with Section 2(d)).


 


“Test Date” means the
last Trading Day during the Lock-Up Period.


 


“VWAP” means the dollar
volume-weighted average price for the Common Stock on its Trading Market during the period beginning at 9:30:01 a.m., New York
time (or such other time as the Trading Market publicly announces is the official open of trading), and ending at 4:00:00 p.m.,
New York time (or such other time as the Trading Market publicly announces is the official close of trading), as reported by Bloomberg,
L.P. through its “Volume at Price” function or, if the foregoing does not apply, the dollar volume-weighted average
price of such security in the over-the-counter market on the electronic bulletin board for such security during the period beginning
at 9:30:01 a.m., New York time (or such other time as the Trading Market publicly announces is the official open of trading), and
ending at 4:00:00 p.m., New York City Time (or such other time as the Trading Market publicly announces is the official close
of trading), as reported by Bloomberg, L.P., or, if no dollar volume-weighted average price is reported for such security by Bloomberg,
L.P. for such hours, the average of the highest closing bid price and the lowest closing ask price of any of the market makers
for such security as reported in the “pink sheets” by Pink Sheets LLC (formerly the National Quotation Bureau, Inc.).
If the VWAP cannot be calculated for the Common Stock on a particular date on any of the foregoing bases, the VWAP of the Common
Stock shall be the fair market value of the Common Stock on such date as determined by the Company’s Board of Directors in
good faith.


 




    	 



    	 



    

 


		2)	Contingent Value Rights.



 


(a) On the
close of business as of the Test Date, the Company, together with the Investor, shall calculate the VWAP per Common Share for the
period covering the last ten (10) Trading Days of the Lock-Up Period, including, for the avoidance of doubt, the Test Date (the
“Lock-Up Period VWAP”).


 


(b) Not
later than April 1, 2014, the Company shall pay to the Investor, in immediately available funds to an account designated in
writing by such Investor, an amount (the “Settlement Amount”) equal to (i) the number of Contingent Value
Rights held by the Investor on the Test Date multiplied by (ii) the amount equal to the difference between (A) the
Purchase Price minus (B) the Lock-Up Period VWAP, which Settlement Amount shall not be less than zero nor, subject to Section
2(c) below, greater than $0.46 (the “Settlement Cap”) (as may be adjusted in accordance with Section
2(d)).


 


(c) If
prior to the expiration of the Lock-Up Period, other than (A) pursuant to any bona fide, underwritten public offering, (B)
pursuant to the conversion of the Class B-2 Common Stock into shares of Common Stock, or (C) pursuant to the Equity Incentive
Plans, the Company issues or sells (i) Shares at a greater than 5% discount to the 10-day VWAP (measured on the ten Trading
Days prior to the date the price for such Shares was determined) or (ii) rights, options or warrants in respect of Shares
allowing the holders thereof to purchase Shares at a greater than 5% discount to the 10-day VWAP (measured on the ten Trading
Days prior to the date the price for such securities was determined), then the Settlement Cap shall no longer apply, and the
Settlement Amount shall be unlimited.


 


(d) The
terms “Contingent Value Rights”, “Lock-Up Period VWAP”, “Purchase Price” and
“Settlement Cap”, and any amount set forth herein, shall be adjusted appropriately to account for the occurrence
of any stock split, subdivision, dividend or distribution affecting the Common Shares (or other securities or rights
convertible into, or entitling the holder thereof to receive directly or indirectly Common Shares), combination or other
similar recapitalization or event occurring after the date hereof and prior to the determination of the Settlement
Amount.


 


		3)	Termination. This Agreement shall terminate and no Investor shall have any rights hereunder (to payment or otherwise)
upon the payment by the Company of the Settlement Amount, if any, due to the Investor pursuant to Section 2.



 




    	 



    	 



    

 


		4)	Assignment. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted
assigns. The Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent of
the Investor. Any Investor may assign all or a portion of its rights under this Agreement to any Person, provided (i) such transferee
is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act), (ii) such transferor agrees
in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company after
such assignment, (iii) the Company is furnished with written notice of the name and address of such transferee or assignee, (iv)
such transferee agrees in writing to be bound by the provisions hereof that apply to the Investor, (v) such transfer shall have
been made pursuant to the safe harbor for the resale of restricted securities provided by Rule 144A under the Securities Act provided,
however, that for purposes of this clause (v): (1) this Agreement or any rights or obligations hereunder shall be deemed
not to be the same class of securities as the Common Stock for purposes of Rule 144A(d)(3)(i) and (2) if the Company as the “issuer”
does not meet the requirements of Rule 144A(d)(4), then this Agreement or any rights or obligations hereunder may be assigned pursuant
to any other exemption from registration under the Securities Act and (vi) such transfer shall have been made pursuant to and in
accordance with the applicable requirements of this Agreement and with all laws applicable thereto.



 


		5)	No Rights as Stockholders. This Agreement shall not entitle the Investor (or its successors or permitted assigns)
to any voting rights or other rights as a stockholder of the Company.



 


		6)	Lock-Up. The Investor agrees that it will not, without the prior written consent of the Company, offer, sell, contract
to sell, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to,
result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise)
by such Investor or any Affiliate of such Investor or any Person in privity with such Investor or any Affiliate of such Investor),
directly or indirectly, the Contingent Value Rights issued pursuant to this Agreement, during the Lock-Up Period.



 


		7)	Incorporation of Certain Sections By Reference. The following sections from the Stock Purchase Agreement shall be deemed
incorporated by reference into this Agreement, with appropriate changes as the context requires: Sections 7.4, 7.5, 7.6, 7.8, 7.9,
7.11, 7.12, 7.14 and 7.17.



 


[Signature
pages follow.]


 




    	 



    	 



    

 


IN WITNESS WHEREOF, each
party hereto has duly executed this Agreement or has caused this Agreement to be duly executed by an authorized officer as of the
day and year first above written.


 


	 	GRAMERCY PROPERTY TRUST INC.
	 	 	 
	 	By:	 
	 	 	Name:  Gordon F. DuGan
	 	 	Title:  Chief Executive Officer


 


[Signature Page to Contingent Value Rights Agreement]


 




    	 



    	 



    

 


	 	Investor Signature Page to the Contingent Value Rights Agreement
	 	 	 
	 	 	 NAME OF INVESTOR
	 	 	 
	 	 	 
	 	 	 
	 	By:     	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	Number of Contingent Value Rights:________________


 


[Signature Page to Contingent Value Rights Agreement]


 




    	 



    	 



    

 


ATTACHMENT


 


Contingent Value Rights Information


 


	Purchaser Name	 	Number of Contingent Value

 Rights	 
	BHR Master Fund, Ltd.	 	 	4,561,611	 
	BHR OC Master Fund, Ltd.	 	 	1,362,560	 
	Monaco Partners LP	 	 	1,000,000	 
	Skyland Inc.	 	 	1,000,000	 
	Merestone Partners LP	 	 	177,939	 
	Luxor Capital Partners, LP	 	 	335,145	 
	Luxor Capital Partners Offshore Master Fund, LP	 	 	526,969	 
	Luxor Wavefront, LP	 	 	109,725	 
	OC 19 Master Fund, L.P.-LCG	 	 	28,161	 
	Cohen & Steers Total Return Realty Fund, Inc.	 	 	118,233	 
	Cohen & Steers Quality Income Realty Fund, Inc.	 	 	1,589,355	 
	Cohen & Steers REIT and Preferred Income Fund, Inc.	 	 	725,502