Exhibit 10.4


 


STOCKHOLDERS
AGREEMENT


Dated as
of November 2, 2007


By and Among


GRAMERCY
CAPITAL CORP.,


 


SSF III GEMINI, LP


 


and


 


SL GREEN OPERATING PARTNERSHIP,
L.P.


 

















 


STOCKHOLDERS AGREEMENT


STOCKHOLDERS AGREEMENT (this “Agreement”), dated as of November 2, 2007, by and among Gramercy
Capital Corp., a Maryland corporation (the “Company”), SSF III Gemini,
LP, a Delaware limited partnership (“SSF”) and SL Green Operating
Partnership, L.P., a Delaware limited partnership (“SLG”).  The parties hereto and any other Person that shall
hereafter acquire shares of the Common Stock (as hereinafter
defined) pursuant to the provisions of and subject to this Agreement are
referred to herein individually as a “Stockholder” and collectively as “Stockholders.”


WITNESSETH:


WHEREAS, the Company has entered into a
subscription agreement, dated as of November
2, 2007 (the “Subscription Agreement”), with SSF, pursuant to
which, inter alia, the Company
agreed to issue and sell, and SSF agreed to purchase, for a purchase price of $26.25 per
share (the “SSF Purchase Price”), 3,809,524 shares of Common Stock,
for an aggregate purchase price, of  $100,000,005.


WHEREAS, concurrently with the execution of this
Agreement, the Company and SSF will enter into a registration rights agreement,
dated as of the date hereof (the “Registration Rights Agreement”), to
provide certain registration rights with respect to the Common Stock purchased
by SSF pursuant to the Subscription Agreement.


WHEREAS, as of the date hereof, SLG is the
record and beneficial owner of 7,624,583 shares of Common Stock.


NOW, THEREFORE, the
parties hereto hereby agree as follows:


1.             Definitions 
As used in this Agreement, the following terms shall have the meanings
ascribed to them below:


1.1.          1934 Act.  The term “1934 Act” shall have the meaning
set forth in Section 6.18 hereof.


1.2.          Affiliate.  The term “Affiliate” shall mean, when
used with reference to a specified Person, (i) any Person that directly or
indirectly through one or more intermediaries, Controls or is Controlled by or
is under common Control with the specified Person; (ii) any Person who,
from time to time, is a member of the immediate family of a specified Person;
(iii) any Person who, from time to time, is an officer or director or
manager of a specified Person; or (iv) any Person who, directly or indirectly,
is the beneficial owner of 50% or more of any class of equity securities or
other ownership interests of the specified Person, or of which the specified
Person is directly or indirectly the owner of 50% or more of any class of
equity securities or other ownership interests. 
For the avoidance of doubt, the Company shall not be deemed an Affiliate
of SLG for purposes of this Agreement.


1.3.          Agreement.  The term “Agreement” shall have the
meaning set forth in the introductory paragraph hereof.


1.4.          Board of Directors or Board.  The term “Board of Directors” or “Board”
shall mean the Board of Directors of the Company in office at the applicable
time as elected in accordance with the provisions of Section 2 of this
Agreement.


1.5.          Bona Fide Offer.  The
term “Bona Fide Offer” shall mean any bona
fide arms’ length offer in
writing from a Third Party or Third Parties who are not Affiliates of SLG to
purchase Common Stock from SLG or a Covered Transferee of SLG.


 

















 


1.6.          Business Day.  The term “Business Day” shall mean
each day other than a Saturday, a Sunday or any other day on which banking
institutions in the State of New York are authorized or obligated by law or
executive order to be closed.  A Business
Day shall be deemed to commence at 9:00a.m. (New York City time) and end at
5:00p.m. (New York City time).


1.7.          Closing Date.  The term “Closing Date” shall mean November 7, 2007.


1.8.          Common Stock.  The term “Common Stock” shall mean the
common stock, par value $.001 per share, of the Company.


1.9.          Company.  The term “Company” shall have the
meaning set forth in the introductory paragraph hereof.


1.10.        Confidential Information.  The term “Confidential Information”
shall have the meaning set forth in Section 6.18 hereof.


1.11.        Control.  The term “Control” (including “Controlling,”
“Controlled by” and “under common Control with”) shall mean
the possession, direct or indirect, of the power to direct or cause the
direction of the management and policies of a Person through the ownership of
Voting Power, by contract or otherwise.


1.12.        Covered Transferee.  The term “Covered Transferee” shall
mean (A) with respect to SSF, any Permitted Transferee that is a fund or client
managed by a registered investment advisor affiliated with Morgan Stanley Real
Estate Investing; and (B) with respect to SLG, shall mean SL Green Realty Corp.
or any direct or indirect subsidiary which is Controlled by SL Green Realty
Corp.


1.13.        Duly Endorsed.  The term “Duly Endorsed” shall mean (i) duly
endorsed by the Person or Persons in whose name a stock certificate or
certificate representing a debt security is registered or (ii) accompanied
by a duly executed stock or security assignment separate from the certificate,
in each case with the signature(s) thereon guaranteed by a commercial bank
or trust company or a member of a national securities exchange or of the
National Association of Securities Dealers, Inc.


1.14.        Notice Period.  The term “Notice Period” shall have
the meaning set forth in Section 3.1(c) hereof.


1.15.        Observer.  The term “Observer” shall have the
meaning set forth in Section 2.1 hereof.


1.16.        Permitted Transferee.  The term “Permitted Transferee” shall
mean with respect to SSF, (i) the Company, or (ii) any Affiliate of SSF
who, upon such Transfer, becomes a party to this Agreement.


1.17.        Person.  The term “Person” shall mean an
individual, partnership corporation, limited liability company, joint venture,
association, trust, unincorporated organization or other governmental or legal
entity.


1.18.        Pledgee.  The term “Pledgee” shall mean any
lender who has made a loan to SSF or any Permitted Transferee or any Affiliate
thereof and to whom either SSF, any Permitted Transferee or Affiliate thereof
has pledged their direct or indirect interests in any Common Stock as security
for such loan.


1.19.        Registration Rights Agreement.  The term “Registration Rights Agreement”
shall have the meaning set forth in the Recitals.


 


2

















 


1.20.        Securities Act.  The term “Securities Act” shall mean
the Securities Act of 1933, as amended, or any federal statute then in effect
which has replaced such statute, and a reference to a particular section
thereof shall be deemed to include reference to the comparable section, if any,
of any such replacement federal statute.


1.21.        SLG.  The term “SLG” shall have the meaning
set forth in the introductory paragraph hereof.


1.22.        SLG Shares.  The term “SLG Shares” shall mean the
shares of Common Stock owned by SL Green Realty Corp. and/or any of its direct
or indirect subsidiaries that are Controlled by SL Green Realty Corp. from time
to time.


1.23.        SSF.  The term “SSF” shall have the meaning
set forth in the introductory paragraph hereof.


1.24.        SSF Purchase Price.  The term “SSF Purchase Price” shall have the
meaning set forth in the Recitals.


1.25.        Stockholder or Stockholders.  The term “Stockholder” or “Stockholders”
shall have the meaning set forth in the introductory paragraph hereof.


1.26.        Subscription Agreement.  The term “Subscription Agreement”
shall have the meaning set forth in the Recitals.


1.27.        Tag-Along Buyer.  The term “Tag-Along Buyer” shall have
the meaning set forth in Section 3.1(a) hereof.


1.28.        Tag-Along Notice.  The term “Tag-Along Notice” shall have
the meaning set forth in Section 3.1(b) hereof.


1.29.        Tag-Along Offeree.  The term “Tag-Along Offeree” shall
have the meaning set forth in Section 3.1(a) hereof.


1.30.        Tag-Along Stock.  The term “Tag-Along Stock” shall have
the meaning set forth in Section 3.1(a) hereof.


1.31.        Third Party.  The term “Third Party” shall mean (a)
in the case of SSF, any Person other than (i) the Company, (ii) SSF,
and (iii) any of their respective Affiliates, and (b) in the case of SLG,
any Person other than (i) the Company, (ii) SLG, (iii) any of
their respective Affiliates and (iv) any underwriter in connection with an
underwritten offering of SLG Shares.


1.32.        Transfer.  The term “Transfer” shall mean any
direct or indirect sale, assignment, mortgage, transfer, pledge, gift,
hypothecation or other disposition or transfer of, or any act creating a trust
(voting or otherwise) with respect to, stock of the Company (other than
any bona fide pledge or hypothecation to a
financial institution(s), in connection with any loan from such financial
institution(s)).


1.33.        Voting Power.  “Voting Power” shall mean voting
securities or other voting interests ordinarily (and apart from rights accruing
under special circumstances) having the right to vote in the election of
board members or Persons performing substantially equivalent tasks and
responsibilities with respect to a particular entity.


 


3

















 


2.             Board of Directors Observation Rights.


2.1.          Until the earlier of (a) the 18 month
anniversary of the Closing Date and (b) such time as SSF and its Covered
Transferees no longer own a number of shares of Common Stock equal to at least
75% of the number of shares of Common Stock acquired by SSF as of the Closing
Date (as adjusted for stock splits, reverse stock splits and similar
transactions), SSF shall have the right to have one (1) representative who
shall be an employee of Morgan Stanley or a subsidiary thereof who is reasonably
acceptable to the Company, present (whether in person or by telephone) at all
regularly scheduled quarterly meetings of the Board of Directors and at any
meeting of the Board of Directors to consider a merger, bankruptcy or
liquidation of the Company, or an acquisition by the Company of a publicly-traded
company (the “Observer”).  The
initial Observer shall be Hugh Macdonnell or Dipak Patel, who are  hereby deemed acceptable to the Company.  While such Observer designated pursuant to
this Section 2.1 shall be entitled to participate in discussions, pose
questions to, and consult with, and make proposals and furnish advice to, the
Board of Directors, such Observer shall not be entitled to vote at any such
meetings.  The Company shall deliver to
the Observer, concurrently with the delivery to members of the Board of Directors,
notices of such Board meetings, written information related thereto, written
information distributed to the members of the Board in connection with such
meetings and all other written information provided to members of the Board of
Directors in connection with such meetings in the same manner and at the same
time as distributed to the members of the Board of Directors.  Failure to deliver notice to an Observer in
connection with an Observer’s right to attend any regularly scheduled quarterly
or other meeting of the Board of Directors shall not, of itself, impair the
validity of any action taken by the Board or such committee at such meeting.


2.2.          At each regularly quarterly scheduled
meeting of the Board of Directors, the chairman of each committee of the Board
shall make a presentation regarding such committee’s activities, since the
previous quarterly scheduled meeting of the Board, which presentation shall
include a description of all material issues discussed, and all actions taken,
by such committee.  Such presentation
shall be deemed satisfied by delivery of minutes of all such meetings.


3.             Tag-Along Rights.


3.1.          Tag-Along Rights Generally.


(a)           If at any time SLG and its Covered
Transferees own an equal or lesser number of shares of Common Stock, in the
aggregate than owned at such time by SSF and its Permitted Transferees, in the
aggregate, and SLG and/or any Covered Transferee of SLG elects to sell all or a
portion of the SLG Shares to a Third Party or the Company (a “Tag-Along
Buyer”), then SLG shall first offer, in accordance with the provisions of
this Section 3, to SSF and to each of its Permitted Transferees (for the
purpose of this Section 3 only, each, a “Tag-Along Offeree”) to
include, at the option of the Tag-Along Offerees, in a sale or other
disposition to the Tag-Along Buyer, such number of shares of Common Stock (the “Tag-Along
Stock”) as shall be determined in accordance with this Section 3.


(b)           Upon the receipt by SLG and/or a
Covered Transferee of a Bona Fide Offer or offers to purchase or otherwise
acquire (or if SLG and/or a Covered Transferee has otherwise agreed to
Transfer) all or any portion of the SLG Shares from a Tag-Along Buyer
which SLG and/or a Covered Transferee desires to accept, SLG and/or such
Covered Transferee shall cause all of the material terms and conditions of the
Tag-Along Buyer’s offer to be reduced to writing and shall, in a reasonable
amount of time upon receipt thereof, provide a copy of such written notice of
such Tag-Along Buyer’s offer (the “Tag-Along Notice”) to each of
the Tag-Along Offerees in the manner set forth in Section 6.5
hereof.  The Tag-Along Notice must
contain an offer by the Tag-Along Buyer to purchase or otherwise acquire shares
of Tag-Along Stock from the Tag-Along Offerees according to the terms and
conditions of this 


 


4

















 


Section 3 and, subject to
Section 3.1(g) hereof, upon the same terms and conditions as the terms and
conditions contained in the Tag-Along Buyer’s offer and shall be accompanied
by a true, correct and complete copy of the Tag-Along Buyer’s offer.  The Tag-Along Notice will include a good
faith estimate of the SLG expenses described in Section 3.1(d).


(c)           At any time within five (5) Business
Days after its receipt of the Tag-Along Notice (the “Notice Period”),
a Tag-Along Offeree may irrevocably accept the Tag-Along Buyer
offer included in the Tag-Along Notice for up to such number of shares of
Tag-Along Stock as is determined in accordance with Section 3.2 by
furnishing written notice of such acceptance to SLG and/or the applicable
Covered Transferee and such Tag-Along Buyer.  In the event that stock certificates have
been issued in respect of the Tag-Along Stock for which such offer is accepted,
such written notice of acceptance must be accompanied by the certificate or
certificates representing the shares of Tag-Along Stock (which shall be
free and clear of liens, other than those arising pursuant to the terms of this
Agreement), Duly Endorsed, to be sold or otherwise disposed of pursuant to such
offer by such Tag-Along Offeree, together with a limited power-of-attorney
authorizing SLG to sell or otherwise dispose of such shares of stock pursuant
to the terms and conditions of such Tag-Along Buyer’s offer and the terms
and conditions of this Section 3.  Any
change in the material terms (including price) of the Tag-Along Buyer’s offer
shall trigger a new Notice Period.


(d)           SLG and/or its Covered Transferees
shall not transfer any shares of Common Stock to any Tag-Along Buyer if
such Tag-Along Buyer(s) decline(s) to allow the participation of the
Tag-Along Offerees.  SLG, the
applicable Covered Transferee and each Tag-Along Offeree transferring
shares of Common Stock pursuant to this Section 3 shall pay its pro rata share (based on the number of shares of Common
Stock to be sold) of the expenses incurred by SLG and the Tag-Along
Offeree(s) in connection with such Transfer and shall be obligated to join
on a pro rata but several basis in any
indemnification or other obligations that SLG and/or such Covered Transferee agrees
to provide in connection with such transfer (other than any such obligations
that relate specifically to SLG, such Covered Transferee or a particular Tag-Along
Offeree such as indemnification with respect to representations and warranties
given by SLG, such Covered Transferee or a particular Tag-Along Offeree
regarding SLG, such Covered Transferee or such Tag-Along Offeree’s title
to and ownership of shares of Common Stock); provided,
that neither SLG, such Covered Transferee nor a Tag-Along Offeree shall
be obligated in connection with such Transfer to agree to indemnify or hold
harmless the transferees with respect to an amount in excess of the net cash
proceeds paid to SLG or such Tag-Along Offeree(s) in connection with
such Transfer.


(e)           Notwithstanding anything to the
contrary contained in this Section 3, there shall be no liability on the part
of SLG and/or any Covered Transferee to any Stockholder in the event that the
sale of Common Stock by SLG and/or such Covered Transferee to the Tag-Along
Buyer contemplated pursuant to this Section 3 and the accompanying Tag-Along
Sale is not consummated for any reason whatsoever.  Whether a sale of Company Stock by SLG and/or
such Covered Transferee to the Tag-Along Buyer contemplated pursuant to
this Section 3 is effected is in the sole and absolute discretion of SLG and/or
the applicable Covered Transferee.


(f)            In the event the consideration to be
paid in connection with a Tag-Along Sale consists of securities or assets other
than cash, SLG and/or the applicable Covered Transferee shall cause the
Tag-Along Buyer to make available to the Tag-Along Offerees such diligence information
with respect thereto as made available to SLG, subject to the execution by each
Tag-Along Offeree of a confidentiality agreement in substantially the same form
as executed by SLG.


(g)           Except as set forth above, the terms
and conditions of the purchase from the Tag-Along Offerees pursuant to this
Section 3 shall be the same as the terms and conditions of the purchase from
SLG.


 


5

















 


3.2.          Allocation of Shares of Tag-Along
Stock.  The number of shares of
Common Stock that each Tag-Along Offeree shall have the right to sell
pursuant to the Tag-Along Buyer’s offer shall be calculated in accordance
with the following formula and shall not exceed: the product of (x) the
total number of shares of Common Stock proposed to be purchased by the Tag-Along
Buyer as set forth in the Tag-Along Notice (or such higher number of
shares as such Tag-Along Buyer may agree to) multiplied by
(y) a fraction, (1) the numerator of which shall be the total number
of shares of Common Stock then owned by such Tag-Along Offeree and
(2) the denominator of which shall be the total number of shares of Common
Stock then owned by SLG, its Covered Transferees and all Tag-Along
Offeree(s) together; provided
that SSF shall have the right to allocate in its sole discretion, the number of
shares so determined to be included in the Transfer to the Tag-Along Buyer,
among itself and any or all of its Permitted Transferees; and provided,  further,
that all allocations referred to herein shall be determined in good faith by the
Company in accordance with the provisions of this Section 3.  For the avoidance of doubt, the provisions of
this Section 3 shall apply to all shares of Common Stock owned by SSF and its
Permitted Transferees.


3.3.          Transfer Mechanics.  The purchase from the Tag-Along
Offerees pursuant to this Section 3 shall be on the same terms and conditions,
including any representations, warranties, covenants and, subject to Section
3.1(d), indemnities and the per share price (which shall be paid by wire
transfer of immediately available funds, unless otherwise specified in the Tag-Along
Notice provided to the Tag-Along Offeree) and the date of sale or
other disposition, as are received by SLG and/or its Covered Transferee and
stated in the Tag-Along Notice provided to the Tag-Along
Offerees.  Concurrently with the
consummation of the sale or other disposition of all or any portion of the SLG
Shares and the Tag-Along Stock to the Tag-Along Buyer pursuant to
the Tag-Along Buyer’s offer, SLG and/or the applicable Covered Transferee
shall notify the Tag-Along Offerees thereof, shall remit to each Tag-Along
Offeree who accepted the Tag-Along Buyer’s offer in accordance with the
provisions of this Section 3 the total sales price (or other consideration with
respect thereto) of the shares of Tag-Along Stock sold or otherwise
disposed of pursuant thereto (together with any shares of Tag-Along Stock
which are not sold or otherwise disposed of pursuant thereto), and shall
furnish such other evidence of the completion and time of completion of such
sale or other disposition and the terms and conditions thereof as maybe
reasonably requested by the Tag-Along Offerees.  If, at the end of 60 days following the
receipt of the Tag-Along Notice, SLG and/ or the applicable Covered
Transferee has not completed the sale or other disposition of the SLG Shares
and Tag-Along Stock in accordance with the terms and conditions of the
Tag-Along Buyer’s offer, SLG and/or the applicable Covered Transferee
shall return to such Tag-Along Offeree all certificates representing
shares of Tag-Along Stock which such Tag-Along Offeree delivered
for sale or other disposition pursuant to this Section 3, and all the
restrictions on Transfer contained in this Agreement with respect to the SLG
Shares shall again be in effect.


3.4.          Waiver of Tag-Along Rights.  If within five (5) Business Days following
the receipt of the Tag-Along Notice, any Tag-Along Offeree has not
accepted the offer contained in the Tag-Along Notice, such Tag-Along
Offeree will be deemed to have waived any and all rights with respect to the
sale or other disposition of Tag-Along Stock described in the Tag-Along
Notice; provided, that such sale or disposition
is completed on the terms set forth in the Tag-Along Notice within 60
days after the termination of the Notice Period.  Should such Transfer not be completed within 60
days following the Tag-Along Notice, then SLG and/or its Covered Transferee shall
not be permitted to sell or dispose of any Common Stock without once again
sending a new Tag-Along Notice to the Tag-Along Offerees, and complying with
the provisions of this Section 3, as if no previous Tag-Along Notice had
theretofore been sent by SLG and/or such Covered Transferee.


3.5.          Exceptions to Tag-Along
Rights.  The provisions of this
Section 3 shall not be applicable to any Transfer of Common Stock (a) from
any Stockholder to any Permitted Transferee of such Stockholder, or from any
Permitted Transferee of any Stockholder to such Stockholder, provided, that in 


 


6

















 


any Transfer to a
Permitted Transferee such Permitted Transferee must agree in writing to be
bound by the terms and conditions of this Agreement pursuant to the provisions
of Section 5 hereof to the same extent as applicable to the transferor of such
Common Stock or (b) through any ordinary course brokerage transactions
other than block trades.


4.             Lock-Up Agreement.   Except
as provided in Section 3 hereof, SSF and each
Permitted Transferee hereby agrees that for a period of six (6) months
after the Closing Date, it will not, directly or indirectly (1) offer,
sell, contract to sell, pledge, sell any option or contract to purchase, purchase any
option or contract to sell (including without limitation any short sale), grant
any option, right or warrant for the sale of or otherwise transfer or dispose
of any shares of such Common Stock acquired by it pursuant to the
Subscription Agreement or any securities convertible into or exercisable or
exchangeable for such Common Stock, enter into a transaction which would have
the same effect, or enter into any swap, hedge or other arrangement that
transfers, in whole or in part, any of the economic consequences of ownership
of the Common Stock, whether any such aforementioned transaction is to be
settled by delivery of the Common Stock or such other securities, in cash or
otherwise, or (2) publicly disclose the intention to make any such offer,
sale, pledge or disposition, or to enter into any such transaction, swap, hedge
or other arrangement; provided, that SSF
or any Permitted Transferee may transfer any shares of Common Stock to a
Permitted Transferee, notwithstanding the foregoing restrictions, so long as the
Permitted Transferee agrees to become a party to this Agreement.  Notwithstanding the foregoing, nothing in this
Agreement shall be deemed to prohibit SSF or any Permitted Transferee from
pledging their direct or indirect interests in any Common Stock originally acquired
pursuant to the Subscription Agreement as security for a loan contracted by
SSF, such Permitted Transferee or any Affiliate, or to prohibit any Pledgee
thereof from exercising its rights under or in connection with such pledge.  In the event that any such Pledgee exercises
its rights under a pledge, this Agreement, the Registration Rights Agreement
and any continuing rights under the Subscription Agreement (including, without
limitation, indemnity rights) shall immediately terminate without any further
action.


5.             Additional Stockholders.


5.1.          No Transfers of shares of Common Stock
may be made by SLG or any of its Covered Transferees to a Covered Transferee of
SLG unless, prior to such Transfer, any such Covered Transferee (other than the
Company) agrees in writing to be bound by the terms and conditions of this
Agreement applicable to SLG.


5.2.          Transferee of Stockholders or the
Company.  No Transfers of shares of
Common Stock acquired by SSF pursuant to the Subscription Agreement may be made
by SSF or any of its Permitted Transferees to a Person who is to be treated as
a Permitted Transferee of SSF hereunder (other than the Company) unless, prior
to such Transfer any such Transferee agrees in writing to be bound by the terms
and conditions of this Agreement applicable to SSF.   Nothing in this Agreement shall be deemed to
prevent or impose any restriction on the ability of SSF or its Permitted Transferees
to Transfer Common Stock acquired pursuant to the Subscription Agreement to any
Person after the expiration of the lock-up period described in Section 4 hereof
or to require that any Affiliate of SSF to which such shares are Transferred
after the expiration of such lock-up period be treated as a Permitted
Transferee hereunder; provided that such Transfer is in accordance with the
terms of the Subscription Agreement.


5.3.          Supplementary Agreement.  The supplementary agreement referred to in
Section 5.2 above shall become effective upon its execution by the Company and
the applicable Permitted Transferee, and it shall not require the signatures or
the consent of the other Stockholders (or their respective Permitted
Transferees).


 


7

















 


6.             Miscellaneous.


6.1.          Permitted Transferees and Other
Securities.  If SSF transfers any
shares of Common Stock to a Permitted Transferee, then for purposes of Section
3 hereof, any references to a Stockholder shall also include such Permitted
Transferee.


6.2.          Binding Effect.  The provisions of this Agreement shall be
binding upon and inure to the benefit of the parties hereto and their
respective heirs, legal representatives, successors and assigns; provided, however, that
in the event that any Third Party becomes the owner of shares of Common Stock
as a result of foreclosure or other execution on a pledge of such securities to
such Third Party by SSF, such Third Party shall have no rights or obligations
pursuant to Section 2 of this Agreement.


6.3.          Recapitalizations, Exchanges
Affecting the Common Stock.  Except
as otherwise specifically provided in Section 6.10, the provisions of this
Agreement shall apply, to the full extent set forth herein, with respect to the
Common Stock acquired by SSF pursuant to the Subscription Agreement and all
shares of Common Stock owned by SLG and to any and all shares of stock of the
Company or any successor or assign of the Company (whether by merger,
consolidation, sale of assets or otherwise) which may be issued in respect
of, in exchange for, or in substitution of such Common Stock, by reason of a
stock dividend, stock split, stock issuance, reverse stock split, combination,
recapitalization, reclassification, merger, consolidation or otherwise.  Upon the occurrence of any of such events,
amounts hereunder shall be appropriately adjusted.


6.4.          Amendments.  This Agreement may be amended only by a
written instrument signed by each of the parties hereto.


6.5.          Notices.  Any notice and other communication (facsimile
transmission shall not be a valid means of notice to Travelers under this
Agreement) provided for herein shall be dated and in writing and shall be
deemed to have been duly given when received by the party to whom such notice
or other communication is directed at the following addresses:


(a)           If to the Company, to it at the
following address:


Gramercy Capital Corp.

420 Lexington Avenue

New York, New York 10170

Attn: Robert R. Foley


with a copy to:


Clifford Chance US LLP 

31 West 52nd Street

New York, New York 10019

Attention: Larry P. Medvinsky

Facsimile: 212-878-8149


(b)           If to SSF, to it at the following
address:


SSF III Gemini, LP

c/o Morgan Stanley Real Estate Special Situations Fund III, L.P.

1585 Broadway, 37th Floor

New York, NY 10035


Attention: Hugh
Macdonnell


 


8

















 


with a copy to:


Fried Frank Harris
Shriver & Jacobson LLP


One New York Plaza

New York, NY 10004

Attention:  Steven G. Scheinfeld and John
E. Sorkin


Facsimile:
212-859-4000


(c)           If to SLG, to it at the following
address:


SL Green Realty Corp.

420 Lexington Avenue

New York, New York 10170

Attn: Gregory F. Hughes


with a copy to:


Clifford Chance US
LLP 

31 West 52nd Street

New York, New York 10019

Attention: Larry P. Medvinsky

Facsimile: 212-878-8149


and


Greenberg Traurig, LLP


200 Park Avenue


New York, New York 10166


Attn: Judith Fryer and Kenneth Gerasimovich


Facsimile: 212-805-9203


 


6.6.          Applicable Law.  This Agreement shall be governed by and
construed in accordance with the laws of the State of New York applicable to
contracts made and to be performed entirely in such State without giving effect
to the conflicts of law principles thereof (other than Section 5-1401 of the
New York General Obligation Law).


6.7.          Section Headings.  The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning of terms contained herein.


6.8.          Counterparts.  This Agreement may be executed in two or more
counterparts and by facsimile or portable document format (pdf) transmission,
each of which shall be deemed an original, but all of which shall constitute
one and the same instrument, and it shall not be necessary in making proof of
this Agreement to produce or account for more than one such counterpart.


6.9.          Expenses.  All legal and other costs and expenses
incurred in connection with this agreement shall be paid by the Company.


6.10.        Termination.  This Agreement (other than Sections 6.5, 6.6,
6.10, 6.11, 6.12, 6.14, 6.15 and 6.18) shall terminate on the earlier of (i) the
written consent of each of the parties hereto, or (ii) as to SSF (and its
Permitted Transferees), when SSF (collectively with its Permitted Transferees) no
longer beneficially owns or holds of record any shares of Common Stock acquired
pursuant to the Subscription 


 


9

















 


Agreement (including,
with respect to all Stockholders, any action in which the Company is a
constituent company in a merger and in connection therewith the outstanding
shares of Common Stock are converted into or exchanged for securities of
another Person and/or cash or other property).


6.11.        Entire Agreement.  This Agreement together with the Subscription
Agreement and the Registration Rights Agreement constitute the entire agreement
and understanding of the parties hereto in respect of the subject matter
contained herein, and there are no restrictions, promises, representations,
warranties, covenants or undertakings with respect to the subject matter
hereof, other than those expressly set forth or referred to herein or therein.  This Agreement together with the Subscription
Agreement and the Registration Rights Agreement supersede all prior agreements
and understandings among the parties hereto with respect to the subject matter
hereof.


6.12.        Severability of Provisions.  Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof or affecting the validity or
enforceability of such provision in any other jurisdiction.


6.13.        Specific Performance.  The Company and each of the Stockholders
acknowledges and agrees that in the event of any breach of this Agreement, the
non-breaching party or parties would be irreparably harmed, no adequate
remedy at law would exist and damages would be difficult to determine.  It is accordingly agreed that (x) in the
event of a breach of any provision of this Agreement, the aggrieved party shall
be entitled to specific performance of this Agreement and to enjoin any
continuing breach of this Agreement (without the necessity of proving actual
damages and without posting bond or other security), in addition to any other remedy
to which such aggrieved party may be entitled at law or in equity, and
(y) such Stockholder hereby waives the defense, in any action for specific
performance or other equitable relief, that a remedy at law would be adequate.


6.14.        Consent to Jurisdiction. The
Company and each Stockholder, by its execution hereof, (i) hereby
irrevocably submits to the exclusive jurisdiction of the federal and state
courts located in the County of New York, State of New York for the purposes of
any claim or action arising out of or based upon this Agreement or relating to
the subject matter hereof, (ii) hereby waives, to the extent not
prohibited by applicable law, and agrees not to assert by way of motion, as a
defense or otherwise, in any such claim or action, any claim that it or he is
not subject personally to the jurisdiction of the above-named courts,
that its or his property is exempt or immune from attachment or execution, that
any such proceeding brought in the above-named court is improper, or that
this Agreement or the subject matter hereof may not be enforced in or by such
court, and (iii) hereby agrees not to commence any claim or action arising
out of or based upon this Agreement or relating to the subject matter hereof
other than before the above-named courts nor to make any motion or take
any other action seeking or intending to cause the transfer or removal of any
such claim or action to any court other than the above-named courts
whether on the grounds of inconvenient forum or otherwise.  The Company and each Stockholder hereby
consents to service of process in any such proceeding in any manner permitted
by New York law, and agrees that service of process by registered or certified
mail, return receipt requested, at its address specified pursuant to Section 6.5
hereof is reasonably calculated to give actual notice.


6.15.        Waiver of Right to Jury Trial.  Each of the Company and the Stockholders by
its execution hereof, waives its right to a jury trial of any claim or cause of
action based upon or arising out of this Agreement or any dealings between them
relating to the subject matter of this transaction and the relationship that is
being established.  The scope of this
waiver is intended to be all encompassing of any and all disputes that may be
filed in any court and that relate to the subject matter of this Agreement,
including, without limitation, contract aims, tort claims, breach of duty
claims, and all other common law and statutory claims.  Each of the Company and the Stockholders
acknowledges that this waiver is a 


 


10

















 


material inducement to
enter into a business relationship, that each has already relied on the waiver
in entering into this Agreement and that each will continue to rely on the
waiver in their related future dealings. 
Each of the Company and the Stockholders further warrants and represents
that each has reviewed this waiver with its legal counsel, and that each
knowingly and voluntarily waives its jury trial rights following consultation
with legal counsel.  This waiver is
irrevocable, meaning that it shall apply to any subsequent amendments,
renewals, supplements or modifications to this Agreement or to any other
documents or agreements relating to the transaction contemplated hereby.  In the event of litigation, this Agreement
may be filed as a written consent to a trial by the court.


6.16.        Restrictive Legend.  Each of SSF and its Permitted Transferees acknowledges
that each certificate representing shares of Common Stock to be owned by them and
subject to this Agreement shall be stamped or otherwise imprinted with a legend
in substantially the following form:


“The transfer of the
Shares represented by this certificate are subject to certain restrictions as
set forth in a Stockholders Agreement, dated as of November 2, 2007, by and
between the Company and certain of its Stockholders, as such agreement may be
amended.  A copy of such Stockholders
Agreement will be furnished to any holder of this certificate upon request.”


6.17.        No Conflicting Agreement.  No Stockholder will, on or after the date of
this Agreement, enter into any agreement with respect to the shares of Common
Stock beneficially owned or held of record by it which conflicts with the
provisions hereof.


6.18.        Confidentiality.  Except with the prior written consent of the
Company (which consent may not be unreasonably withheld) and except as
otherwise required by law, the listing requirements of any securities exchange
on which the securities of such Stockholder are then traded or any reporting
obligations under the Securities Act or the Securities Exchange Act of 1934, as
amended (the “1934 Act”), each of SSF and its Permitted Transferees
shall, and shall cause each of its Affiliates to, (a) hold in strict
confidence all confidential, proprietary or other non-public formation or
trade secrets relating to the Company or its subsidiaries or their respective
assets or operations (the “Confidential Information”), and (b) not
release or disclose in any manner whatsoever to any other person any such
Confidential Information (including information relayed pursuant to Section 6
hereof); provided, that (i) the foregoing
provisions shall not apply to any disclosure, to the extent reasonably
required, to those of such Stockholder’s auditors, attorneys and other
representatives who agree to be bound by the provisions of this Section 6.18,
(ii) the foregoing provisions shall not apply here if such Stockholder or
any of its Affiliates is compelled to disclose such Confidential Information,
by judicial or administrative process or, in the reasonable opinion of its
counsel, by other requirements of law (provided, that
(A) if legally permissible, prior written notice of such disclosure is
given to the Company, and (B) any such disclosure is limited to only that
portion of the Confidential Information which such person is compelled to
disclose), (iii) the term “Confidential Information” shall not include
information (A) which is or becomes generally available to the public
other than as a result of disclosure of such information by such Stockholder or
any of its Affiliates, (B) becomes available to such Stockholder on a non-confidential
basis from a source which is not, to such Stockholder’s knowledge, bound by a
confidentiality or other similar agreement, or by any other legal, contractual
or fiduciary obligation which prohibits disclosure of such information to the
other parties hereto, or (C) which can be demonstrated to have been
developed independently by the representatives of such Stockholder which representatives
have not had any access to any information which would otherwise be deemed to
be “Confidential Information” pursuant to the provisions of this Section 6.18,
and (iv) each of SSF and its Permitted Transferees acknowledges and agrees
that any information they may receive from the Company in its reports to
Stockholders is confidential, proprietary ion-public in nature.


 


11

















 


6.19.        Effectiveness of Agreement.  This Agreement shall be of no force or effect
until the Closing Date.


 


 


[Signature Page Follows]


 


 


12

















 


IN WITNESS WHEREOF, the
parties have executed this Agreement as of the date above written.


 


	
   

  	
  GRAMERCY CAPITAL CORP.,

  
	
   

  	
  a Maryland corporation

   

   

  
	
   

  	
  By:

  	
  /s/ MARC
  HOLLIDAY

  
	
   

  	
  Name: Marc
  Holliday

  
	
   

  	
  Title:  Chief
  Executive Officer and President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SL
  GREEN OPERATING PARTNERSHIP, L.P.,

  
	
   

  	
  a Delaware
  limited partnership

   

  
	
   

  	
  By: SL Green
  Realty Corp.,  its General Partner

   

  
	
   

  	
  By:

  	
  /s/ ANDREW
  MATHIAS

  
	
   

  	
  Name: Andrew
  Mathias

  
	
   

  	
  Title:  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SSF
  III GEMINI, LP,
  a Delaware limited partnership

   

  
	
   

  	
  By: SSF III GEMINI
  GP, LLC,

  
	
   

  	
  its General Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ HUGH
  MACDONNELL

  
	
   

  	
  Name: Hugh
  MacDonnell

  
	
   

  	
  Title: Authorized
  Person

  



 


 


 


[Signature Page to
Stockholders Agreement]