Exhibit 10.2


 


fORM
OF Joinder Agreement


 


This Joinder Agreement
(the “Joinder Agreement”) is made as of _____________ (the “Effective Date”) by and between
Gramercy Property Trust Inc., a Maryland corporation (the “Company”) and ________________________(the “New
Investor”).


 


Preliminary Statements


 


I.           Reference
is made to that certain Common Stock Purchase Agreement (the “Purchase Agreement”) dated as of October
4, 2013, by and among the Company and each Person which is a party thereto as an Investor (individually, an “Investor”
and collectively, the “Investors”). Capitalized terms not defined herein have the meaning ascribed to them in
the Purchase Agreement.


 


II.          New
Investor wishes to become an Investor under to the Purchase Agreement and to Purchase the Common Shares identified in this Joinder
Agreement.


 


ARTICLE 1 – JOINDER;
PURCHASE


 


1.1           Joinder.
Pursuant to Section 2.3 of the Purchase Agreement, New Investor hereby joins onto the Purchase Agreement as an Investor thereunder.
New Investor agrees to be bound by and subject to the terms of the Purchase Agreement as an Investor thereunder to the same extent
as would apply if New Investor had been an original Investor thereunder. For the avoidance of doubt, New Investor expressly acknowledges
and agrees that it is subject to all of the covenants, obligations, terms and conditions of the Purchase Agreement, including but
not limited to, the representations and warranties of the Investors in Section 3.2 of the Purchase Agreement. New Investor shall
complete and deliver to the Company, on the date hereof, Exhibit B-1, Exhibit B-2 and Exhibit B-3 of the Purchase Agreement. This
Joinder shall be effective as of the Effective Date.


 


1.2           Attachment.
Each party hereto agrees that this Joinder Agreement shall be attached to and become a part of the Purchase Agreement. The Company
and New Investor agree that the Company shall amend Schedule 1 to the Purchase Agreement to add thereto the name of the
New Investor, the number of Common Shares and the aggregate purchase price identified in Section 1.3 of this Joinder Agreement.


 


1.3           Purchase.
Subject to the terms and conditions set forth in this Joinder Agreement and the Purchase Agreement,
at the Closing the Company shall issue and sell to the New Investor, and the New Investor shall purchase from the Company, such
number of Common Shares (either in certificated or book-entry form, as the New Investor and the Company shall agree), at the price
per Common Share set forth in Section 2.1 of the Purchase Agreement, for the aggregate price as set forth on the New Investor’s
signature page to this Joinder Agreement. The New Investor hereby acknowledges and agrees that (i) the Closing with respect to
BHR may occur on October 7, 2013 (the “First Closing Date”) and (ii) the Closing with respect to the New Investor may
occur on or about October 8, 2013 (but in any event no later than two (2) Business Days after the First Closing Date).


 




    	 



    	 



    

 


ARTICLE 2 – MISCELLANEOUS


 


2.1           Article
VII. Article VII of the Purchase Agreement is hereby incorporated mutatis mutandis into this Joinder Agreement in its
entirety.


 


2.2           Reliance
by Agent on Representations and Warranties. The Agent shall be a third party beneficiary of, and entitled to rely on, the representations
and warranties of the New Investor set forth in Section 3.2 of the Purchase Agreement.


 


2.3           Governing
Law. This Agreement shall be governed, construed and interpreted by the laws of the State of New York.


 


[Signature Page Follows]


 




    	 



    	 



    

 


IN WITNESS WHEREOF
the parties hereto have executed this Agreement under seal as of the date and year first written above:


 


	COMPANY:	 
	 	 	 
	GRAMERCY PROPERTY TRUST INC.	 
	 	 	 
	By: 	 	 
	 	Name:	 
	 	Title:	 


 




    	 



    	 



    

 


Investor Signature Page to Joinder Agreement


 


By its execution and
delivery of this signature page to the Joinder Agreement, the undersigned New Investor hereby joins in and agrees to be bound by
the terms and conditions of the Joinder Agreement and the Common Stock Purchase Agreement dated as of October 4, 2013 (the “Purchase
Agreement”) by and among Gramercy Property Trust Inc. and the Investors (as defined therein), as to the number of Common
Shares set forth below.


 


	 	Name of New Investor:
	 	 
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


	 	Address:	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


 


	 	Telephone No.: 	 


 


	 	Facsimile No.:	 


 


	 	Email Address: 	 


 


	 	Number of Common Shares:	 


 


	 	Aggregate Purchase Price: $___________________________
	 	 	 


Delivery Instructions (if different than
above):


 


	c/o: 	 	 


 


	Address: 	 	 
	 	 	 
	 	 	 


 


	Telephone No.:	 	 


 


	Facsimile No. :	 	 


 


	Other Special Instructions:	 	 


 




    	 



    	 



    

 


ATTACHMENT


 


Additional Purchaser Information


 


	Investor Name	 	Number of Common Shares	 	 	Aggregate Purchase Price	 
	Monaco Partners LP	 	 	1,000,000	 	 	$	4,110,000	 
	Skyland Inc.	 	 	1,000,000	 	 	$	4,110,000	 
	Merestone Partners LP	 	 	177,939	 	 	$	731,329.29	 
	Luxor Capital Partners, LP	 	 	335,145	 	 	$	1,377,445.95	 
	Luxor Capital Partners Offshore Master Fund, LP	 	 	526,969	 	 	$	2,165,842.59	 
	Luxor Wavefront, LP	 	 	109,725	 	 	$	450,969.75	 
	OC 19 Master Fund, L.P.-LCG	 	 	28,161	 	 	$	115,741.71	 
	Cohen & Steers Total Return Realty Fund, Inc.	 	 	118,233	 	 	$	485,937.63	 
	Cohen & Steers Quality Income Realty Fund, Inc.	 	 	1,589,355	 	 	$	6,532,249.05	 
	Cohen & Steers REIT and Preferred Income Fund, Inc.	 	 	725,502	 	 	$	2,981,813.22