Exhibit 10.3


 


EXECUTION COPY


 


REGISTRATION RIGHTS AGREEMENT


This REGISTRATION RIGHTS AGREEMENT (this “Agreement”),
dated as of November 2, 2007, is entered into by and between Gramercy Capital
Corp., a Maryland corporation (the “Company”), and SSF III Gemini,
LP, a Delaware limited partnership (“SSF”) and solely for purposes of
Sections 4, 8, 9 and 11 hereof, SL Green Operating Partnership, L.P., a
Delaware limited partnership (“SLG”). 
Capitalized terms not otherwise defined herein shall have the meanings ascribed
to them in Section 1 hereto.


RECITAL


This Agreement is made in connection with a
Subscription Agreement for the purchase of the Company’s common stock, par
value $0.001 per share (the “Common Stock”), among the Company, SSF
and the other parties signatory thereto, dated as of November 2, 2007 (the “Subscription
Agreement”).  In order to induce SSF
to enter into, and to purchase Common Stock in accordance with the terms of,
the Subscription Agreement, the Company agrees to provide the registration rights
provided for in this Agreement to SSF and its direct and indirect transferees.


AGREEMENT


NOW, THEREFORE, in consideration of the premises and
the mutual promises and covenants contained in this Agreement, and for other
good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as follows:


Section 1.               Definitions.  As used in this Agreement, the following
terms shall have the following meanings:


“Adverse Effect” shall have the meaning set
forth in Section 3(e) hereof.


“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.


“Agreement” shall mean this Registration Rights
Agreement as originally executed and as amended, supplemented or restated from
time to time.


“Alternative Demand” shall have the meaning set
forth in Section 3(a) hereof.


“Board” shall mean the Board of Directors of
the Company.


“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.


“Closing Date” shall mean November 7, 2007.


“Common Stock” shall have the meaning set forth
in the Recital hereto.


“Commission” shall mean the Securities and
Exchange Commission and any successor thereto.


 


[Signature Page to
Registration Rights Agreement]


 


 

















 


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


“Control” (including the terms “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.


“Covered Transferee” has the meaning ascribed
thereto in the Stockholders Agreement.


“Demand” has the meaning set forth in Section
2(a) hereof.


“Demand Party” shall have the meaning set forth
in Section 3(a) hereof.


“Effective Date” shall have the meaning set
forth in Section 2(b) hereof.


“Exchange Act” shall mean the Securities
Exchange Act of 1934, as amended (or any corresponding provision of succeeding
law) and the rules and regulations thereunder.


“Holders” shall mean SSF, in its capacity as a
holder of Registrable Securities, and any transferee of the Registrable
Securities to the extent such transferee is a Permitted Transferee.  For purposes of this Agreement, the Company
may deem and treat the registered holder of a Registrable Security as each
Holder and absolute owner thereof, unless notified to the contrary in writing
by the registered Holder thereof.


“Holding Entities” has the meaning set forth in
Section 11(p) hereof.


“Permitted Transferee” shall have the meaning
set forth in the Stockholders Agreement.


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


“Pledgee” shall have the meaning ascribed
thereto in the Stockholders Agreement.


“Pledges” shall have the meaning set forth in Section
11(p) hereof.


“Public Offering” shall mean any offering of
Registrable Securities to the public pursuant to an effective registration
statement filed with the Commission under the Securities Act, or any comparable
document under any similar federal statute then in force.


“Purchased Shares” shall mean the shares of
Common Stock purchased by SSF pursuant to the Subscription Agreement.


“Registrable Securities” shall mean the
Purchased Shares; provided, however, that (i) any and all shares
of Common Stock which may be issued in respect of, in exchange for, or in substitution
for any Registrable Securities, whether by reason of any stock split, stock
dividend, reverse stock split, recapitalization, combination or otherwise,
shall also be “Registrable Securities” hereunder, and (ii) such Registrable
Securities shall cease to be Registrable Securities when (A) a
registration statement with respect to the sale of such Registrable Securities
shall have become effective under the Securities Act and all such Registrable
Securities shall have been disposed of in accordance with such registration
statement, (B) such Registrable Securities shall have been sold in
accordance with Rule 144 (or any successor provision) under the Securities
Act, (C) such Registrable Securities become eligible to be publicly sold
without limitation as to amount or manner of sale pursuant to Rule
144(k) (or any successor provision) under the Securities Act, or
(D) such Registrable Securities have ceased to be outstanding.


 


2

















 


“Registration Expenses” shall mean (i) the
fees and disbursements of counsel and independent public accountants for the
Company incurred in connection with the Company’s performance of or compliance
with this Agreement, including the expenses of any special audits or “comfort”
letters required by or incident to such performance and compliance, and any
premiums and other costs of policies of insurance obtained by the Company
against liabilities arising out of the sale of any securities and (ii) all
registration, filing and stock exchange fees, all fees and expenses of
complying with securities or “blue sky” laws, all fees and expenses of
custodians, transfer agents and registrars, all printing expenses, all
road-show expenses of the Company, messenger and delivery expenses; provided,
however, “Registration Expenses” shall not include any
out-of-pocket expenses of each Holder, legal fees and expenses of any counsel
to a Holder, transfer taxes, underwriting or brokerage commissions or discounts
associated with effecting any sales of Registrable Securities that may be
offered, which expenses shall be borne by each Holder individually or on a pro
rata basis with respect to the Registrable Securities so sold.


“Securities Act” shall mean the Securities Act
of 1933, as amended (or any successor corresponding provision of succeeding
law), and the rules and regulations thereunder.


“Shelf Registration Statement” shall have the
meaning set forth in Section 2(a) hereof.


“Shelf Underwritten Demand Notice” shall have
the meaning set forth in Section 2(c) hereof.


“Shelf Underwritten Offering” shall have the
meaning set forth in Section 2(c) hereof.


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


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


“Stand-Off Period” shall have the meaning set
forth in Section 8 hereof.


“Stockholders” shall have the meaning ascribed
thereto in the Stockholders Agreement.


“Stockholders Agreement” shall mean that
certain Stockholders Agreement, dated November 2, 2007, entered into by and
among the Company, SSF, and the other parties signatory thereto.


“Unregistered Securities” shall have the
meaning set forth in Section 2(b) hereof.


“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.


Section 2.               Shelf
Registrations.


a.             Shelf Registration.  The Company agrees to file with the
Commission, upon request by SSF or SSF and a Covered Transferee (a “Demand”)
on or after the six month anniversary of the Closing Date, a registration
statement under the Securities Act on Form S-3 (or any similar or successor
form) for the offering on a continuous or delayed basis in the future of
the Registrable Securities (the “Shelf Registration Statement”), and
will use commercially reasonable efforts to cause such Shelf Registration
Statement to be declared effective by the Commission as soon as practicable
thereafter.  The Shelf Registration
Statement shall be on an appropriate form and the registration statement and
any form of prospectus included therein (or prospectus supplement relating
thereto) shall reflect the plan of distribution or method of sale as each
Holder may from time to time notify the Company.  Subject to the other provisions of this
Agreement, the Company shall promptly give written notice of such requested
registration to each other Holder, to the extent the Company has received prior
notice as to the identity of such Holder(s), and thereupon will, as
expeditiously as possible, use its 


 


3

















 


commercially reasonable efforts to effect the registration under the
Securities Act of the Registrable Securities which the Company has been so
requested to register by such other Holders.


b.             Effectiveness. 
The Company shall use commercially reasonable efforts to keep the Shelf
Registration Statement continuously effective for the period beginning on the
date on which the Shelf Registration Statement is declared effective (the “Effective
Date”) and ending on the date that is the later of
(i) one-hundred-eighty (180) days after the Effective Date, as
extended by (x) the number of days the Company has exercised any applicable
black-out rights pursuant to Section 5 hereof, (y) the total number
of days that a Stand-Off Period has applied with respect to the Holder,
pursuant to Section 8 hereof, during the effectiveness of such
Shelf Registration Statement, and (z) any period during which the Holders are
prohibited from making sales because of any stop order, injunction, or other
order or requirement of the Commission or any other governmental agency or court,
and (ii) such time all of the Registrable Securities registered under the
Shelf Registration Statement cease to be Registrable Securities.  During the period that the Shelf Registration
Statement is effective, the Company shall supplement or make amendments to the
Shelf Registration Statement, if required by the Securities Act or if
reasonably requested by each Holder (whether or not required by the form on
which the securities are being registered), including to reflect any specific
plan of distribution or method of sale, and shall use its commercially
reasonable efforts to have such supplements and amendments declared effective,
if required, as soon as practicable after filing.  Without limiting the foregoing, if there is
an increase in the number of Registrable Securities and any of the Registrable
Securities as so increased are not then registered under any Registration
Statement (the “Unregistered Securities”), the Company shall promptly
supplement or make amendments to the Shelf Registration Statement or file an
additional registration statement to register the Unregistered Securities, and
shall use its commercially reasonable efforts to have such supplements,
amendments or additional Registration Statement declared effective, if not
already effective, as soon as practicable after filing.


c.             Underwritten Offerings.  If at any time that a Shelf Registration
Statement is effective (or in connection with delivery of a Demand), SSF or SSF
and a Covered Transferee delivers a notice to the Company (a “Shelf
Underwritten Demand Notice”) stating that it intends to effect an
underwritten offering of Registrable Securities pursuant to a take-down from
the Shelf Registration Statement of all or part of the Registrable Securities
included or to be included by it on the Shelf Registration Statement (a “Shelf
Underwritten Offering”) and stating the aggregate offering price and/or
number of Registrable Securities to be included in such Shelf Underwritten
Offering, then the Company shall, so long as the market value of the Common
Stock to be included in such Shelf Underwritten Offering is (i) equal to
or in excess of $75,000,000 or (ii) equal to or in excess of $50,000,000 and
SSF and/or its Permitted Transferees agree to sell at least 75% of the Registrable
Securities then owned by them in such underwritten offering), based upon the
closing price of the Common Stock on the date prior to the Shelf Underwritten
Demand Notice, amend or supplement the Shelf Registration Statement as promptly
as practicable (or, if not yet filed, include appropriate disclosure therein)
as may be necessary in order to enable such Registrable Securities to be
distributed pursuant to the Shelf Underwritten Offering (taking into account
the inclusion of Registrable Securities by any other Holders.  In connection with any Shelf Underwritten
Offering (i) the Company shall deliver a copy of the Shelf Underwritten Demand
Notice to each Holder, to the extent the Company has received prior notices as
to the identity of such Holder(s), and permit each Holder to include its
Registrable Securities included by it on the Shelf Registration Statement in
the Shelf Underwritten Offering if such Holder seeking to so include
Registrable Securities notifies SSF and the Company of such request, specifying
the amount to be included, within three (3) Business Days (or such shorter
period as is reasonably practicable under the circumstances in the judgment of
the managing underwriter) after receipt of the Shelf Underwritten Demand Notice
thereby, and (ii) if the managing underwriter advises the Company and the
Holders participating therein that, in its opinion, the number of securities to
be included in such registration would be likely to have an Adverse Effect,
then, the number of shares of Common Stock to be included therein by each
participating Holder shall be determined on a pro
rata basis based on the number of shares of Common Stock requested
to be included, to the extent that the managing underwriter believes that such 


 


4

















 


shares can be sold in such offering without having an Adverse
Effect.  In no event shall the Company be
required to effect more than one (1) underwritten offering pursuant to this Agreement.  The selection of investment banker(s),
underwriter(s) and manager(s), if any, shall be made by SSF; provided, however,
that such investment banker(s), underwriter(s) and manager(s) shall be
reasonably satisfactory to the Company. 
If requested, the Company shall enter into an underwriting or purchase
agreement with an investment banking firm in connection with such an
underwritten offering containing representations, warranties, indemnities and
agreements substantially the same as the Company agreed to in its most recent
public offering.  Any prospectus supplement
or other filing with the Commission including a plan or method of distribution
of the securities subject to an underwritten offering pursuant to this Section
2 shall reflect the plan or method of distribution of such securities as
shall be designated by the managing underwriter of the offering.


Section 3.               Registration
on Request.


a.             Request. 
If at any time the Company (i) is not eligible to use Form S-3 or
(ii) has failed to file the Shelf Registration Statement or such Shelf
Registration Statement is not then effective, SSF, or SSF and a Covered
Transferee (the “Demand Party”) may request in writing that the
Company effect the registration under the Securities Act of all of the Registrable
Securities held by such Demand Party. 
Any such request (an “Alternative Demand”) will specify (i) the
number of Registrable Securities proposed to be sold and (ii) the intended
method of disposition thereof.  Subject
to the other provisions of this Section 3, the Company shall
promptly give written notice of such requested registration to each Holder that
is not a Demand Party, and thereupon will, as expeditiously as possible, use
its commercially reasonable efforts to effect the registration under the
Securities Act of the Registrable Securities which the Company has been so
requested to register by the Demand Party.


b.             Registration Statement Form.  The Company shall select the registration
statement form for any registration pursuant to this Section 3; provided,
however, that if any registration requested pursuant to this Section 3
which is proposed by the Company to be effected by the filing of a registration
statement on Form S-3 (or any successor or similar short-form registration
statement) shall be in connection with an underwritten public offering,
and if the managing underwriter shall advise the Company in writing that, in
its opinion, the use of another form of registration statement is of material
importance to the success of such proposed offering, then such registration
shall be effected on such other form.


c.             Effective Registration Statement.  A registration requested pursuant to this Section 3
will not be deemed to have been effected:


(i)            unless a registration statement with
respect thereto has become effective and remained effective in compliance with
the provisions of the Securities Act with respect to the disposition of all
Purchased Shares covered by such registration statement until the earlier of
(x) such time as all of such Purchased Shares have been disposed of in
accordance with the intended methods of disposition thereof set forth in such
registration statement or (y) one-hundred-eighty (180) days after the
effective date of such registration statement, as extended by (A) the number of
days the Company has exercised any applicable black-out rights pursuant to Section
5 hereof, (B) the total number of days that a Stand-Off Period has applied
with respect to the Holder, pursuant to Section 8 hereof, during the
effectiveness of such registration statement, and (C) any period during which
the Holders are prohibited from making sales because of any stop order,
injunction, or other order or requirement of the Commission or any other
governmental agency or court, except with respect to any registration statement
filed pursuant to Rule 415 under the Securities Act, in which case the Company
shall use its commercially reasonable efforts to keep such registration
statement effective until such time as all of the Purchased Shares cease to be
Registrable Shares; provided, that if the failure of any such registration
statement to become or remain effective in compliance with this Section 3
is due solely to acts or omissions of the 


 


5

















 


applicable Holders, such registration requested pursuant to this Section 3
will be deemed to have been effected;


(ii)           if after it has become effective, the
registration statement is interfered with by any stop order, injunction or
other order or requirement of the SEC or other governmental agency or authority
and does not thereafter become effective; or


(iii)          if the conditions to closing specified
in the underwriting agreement, if any, entered into in connection with such
registration are not satisfied or waived, other than by reason of a failure on
the part of the Demand Party or other Holders.


d.             Underwritten Offering.  If, at the election of the Demand Party, a
requested registration pursuant to this Section 3 is to involve an
underwritten offering meeting the requirements of clause (i) or (ii) of the
first sentence of Section 2(c), the investment banker(s),
underwriter(s) and manager(s) for such registration shall be selected
by the Holders of a majority of the Registrable Securities which the Company
has been requested to register; provided, however, that such
investment banker(s), underwriter(s) and manager(s) shall be
reasonably satisfactory to the Company. 
If requested, the Company shall enter into an underwriting or purchase
agreement with an investment banking firm in connection with such an
underwritten offering containing representations, warranties, indemnities and
agreements then substantially the same as the Company agreed to in its most
recent public offering.


e.             Priority in Requested Registrations.  If a requested registration pursuant to this Section
3 involves an underwritten offering and the managing underwriter advises
the Company and the Demand Party in writing that, in its opinion, the number of
securities to be included in such registration would be likely to have an
adverse effect on the price, timing or distribution of the securities to be
offered in such offering as contemplated by the Holders (an “Adverse Effect”),
then the Company shall include in such registration Registrable Securities
requested to be included in such registration by the Demand Party and all other
Holders of Registrable Securities on a pro rata basis
based on the number of Registrable Securities requested to be included, to the
extent that the managing underwriter believes that such Registrable Securities can
be sold in such offering without having an Adverse Effect.  If the managing underwriter of any
underwritten offering shall advise the Holders participating in a registration
pursuant to this Section 3 that the Registrable Securities covered by
the registration statement cannot be sold in such offering within a price range
acceptable to the Demand Party, then the Demand Party shall have the right to
notify the Company that it has determined that the registration statement be
abandoned or withdrawn, in which event the Company shall abandon or withdraw
such registration statement.


Section 4.               Piggyback
Registration Rights.  The Company
shall not, after the Closing Date, grant or agree to grant to any third party,
including SLG and its Covered Transferees, any right to require the Company to
register Common Stock for sale pursuant to the Securities Act and/or to
participate in any registration of the Company or other Persons unless the
terms of such registration rights agreement provides for the Holders, SLG and
its Covered Transferees to have the same rights as such third party.


Section 5.               Black-Out
Periods.


Notwithstanding anything herein to the contrary, the
Company shall have the right, exercisable from time to time by delivery of a
notice authorized by the Board, on not more than two occasions in any 12-month
period, to require each Holder not to sell pursuant to a registration statement
or similar document under the Securities Act filed pursuant to this Agreement
or to suspend the effectiveness thereof if at the time of the delivery of such
notice, the Board has considered a plan to engage no later than 60 days
following the date of such notice in a firm commitment underwritten public
offering or if the Board has reasonably and in good faith determined that such
registration and offering, continued effectiveness or sale would materially
interfere with any material transaction involving the Company; provided,
however, that in no event shall the black-out period extend for more
than 60 days on any such 


 


6

















 


occasion.  The
Company, as soon as practicable, shall (i) give each Holder prompt written
notice in the event that the Company has suspended sales of Registrable
Securities pursuant to this Section 5, (ii) give each Holder
prompt written notice of the completion of such offering or material
transaction and (iii) promptly file any amendment necessary for any
registration statement or prospectus of each Holder in connection with the
completion of such event.


The Holder agrees by acquisition of the Registrable
Securities that upon receipt of any notice from the Company of the happening of
any event of the kind described in this Section 5, such Holder will
forthwith discontinue its disposition of Registrable Securities pursuant to the
registration statement relating to such Registrable Securities until the
earlier of (x) such Holder’s receipt of the notice of completion of such
event and (y) the end of such 60 day black-out period.


Section 6.               Registration
Procedures.


a.             In connection with the filing of any registration
statement as provided in this Agreement, the Company shall, as expeditiously as
reasonably practicable:


(i)            prepare and, in any event within
thirty (30) days after the receipt of a Demand or Alternative Demand, file
with the Commission the requisite registration statement (including a
prospectus therein and any supplement thereto) to effect such registration
and use its commercially reasonable efforts to cause such registration
statement to become effective promptly; provided, however, that
before filing such registration statement or any amendments or supplements
thereto, the Company will furnish copies of all such documents proposed to be
filed to counsel for the sellers of Registrable Securities covered by such
registration statement and provide reasonable time for such sellers and their
counsel to comment upon such documents if so requested by a Holder.  The Company will not file any registration
statement or any amendment thereto or any prospectus or any supplement thereto
in connection with a Demand (excluding such documents incorporated by reference
and proposed to be filed after the initial filing of the registration
statement) to which SSF or the Holders of a majority of the Registrable
Securities covered by such registration statement or the underwriters, if any,
shall reasonably and timely object;


(ii)           prepare and file with the Commission
such amendments and supplements to such registration statement and the
prospectus used in connection therewith as may be necessary to maintain the
effectiveness of such registration and to comply with the provisions of the
Securities Act with respect to the disposition of all securities covered by
such registration statement during the period in which such registration
statement is required to be kept effective;


(iii)          furnish to each Holder of the
securities being registered, without charge, such number of conformed copies of
such registration statement and of each such amendment and supplement thereto
(in each case including all exhibits) other than those which are being
incorporated into such registration statement by reference, such number of
copies of the prospectus contained in such registration statements (including
each complete prospectus and any summary prospectus) and any other
prospectus filed under Rule 424 under the Securities Act in conformity with the
requirements of the Securities Act, and such other documents, including
documents incorporated by reference, as each Holder may reasonably request;


(iv)          use its commercially reasonable
efforts to promptly register or qualify all Registrable Securities under such
other securities or “blue sky” laws of such jurisdictions as each Holder and
the underwriters of the securities being registered, if any, shall reasonably
request, to keep such registration or qualification in effect for so long as
such registration statement remains in effect, and take any other action which
may be reasonably necessary or advisable to enable each Holder to consummate
the disposition in such jurisdiction of the securities owned by each Holder,
except that the Company shall not for any such purpose be required to qualify
generally to do business as a foreign company or to 


 


7

















 


register as a broker or dealer in any jurisdiction where it would not
otherwise be required to qualify but for this Section 6(a)(iv), or
to consent to general service of process in any such jurisdiction, or to be
subject to any material tax obligation in any such jurisdiction where it is not
then so subject;


(v)           promptly notify each Holder at any
time when the Company becomes aware that a prospectus relating thereto is
required to be delivered under the Securities Act, of the happening of any
event as a result of which the prospectus included in such registration
statement, as then in effect, includes an untrue statement of a material fact
or omits to state any material fact required to be stated therein or necessary
to make the statements therein not misleading in light of the circumstances
under which they were made, and, at the request of each Holder, promptly
prepare and furnish to each Holder a reasonable number of copies of a
supplement to or an amendment of such prospectus as may be necessary so that,
as thereafter delivered to the purchasers of such securities, such prospectus
shall not include an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading in the light of the circumstances under which they were
made;


(vi)          use its commercially reasonable
efforts to comply or continue to comply in all material respects with the
Securities Act and the Exchange Act and with all applicable rules and
regulations of the Commission thereunder so as to enable each Holder to sell
its Registrable Securities pursuant to Rule 144 promulgated under the
Securities Act, as further agreed to in Section 10 hereof;


(vii)         make available to its security holders,
as soon as reasonably practicable, an earnings statement covering the period of
at least 12 months, but not more than 18 months, beginning with the first
calendar month after the effective date of such registration statement, which
earnings statement shall satisfy the provisions of Section 11(a) of the
Securities Act;


(viii)        provide a transfer agent and registrar
and a CUSIP number for all Registrable Securities covered by such registration
statement not later than the effective date of such registration statement;


(ix)           use its commercially reasonable
efforts to cooperate with each Holder to facilitate the timely preparation and
delivery of certificates representing Registrable Securities to be sold and not
bearing any Securities Act legend; and enable certificates for such Registrable
Securities to be issued for such number of shares and registered in such names
as each Holder may reasonably request in writing at least two Business Days
prior to any sale of Registrable Securities;


(x)            use its commercially reasonable
efforts to list all Registrable Securities covered by such registration
statement on any securities exchange or national quotation system on which any
such class of securities is then listed or quoted and cause to be satisfied all
requirements and conditions of such securities exchange or national quotation
system to the listing or quoting of such securities that are reasonably within
the control of the Company including, without limitation, registering the
applicable class of Registrable Securities under the Exchange Act, if
appropriate, and using commercially reasonable efforts to cause such
registration to become effective pursuant to the rules of the Commission;


(xi)           in connection with any sale, transfer
or other disposition by each Holder of any Registrable Securities pursuant to
Rule 144 promulgated under the Securities Act, use its commercially reasonable
efforts to cooperate with such Holder to facilitate the timely preparation and
delivery of certificates representing the Registrable Securities to be sold and
not bearing any Securities Act legend, and enable certificates for such
Registrable Securities to be for such number of shares and registered in such
name as each Holder may reasonably request in writing at least three Business
Days prior to any sale of Registrable Securities;


 


8

















 


(xii)          notify each Holder, promptly after it
shall receive notice thereof, of the time when such registration statement, or
any post-effective amendments to the registration statement, shall have become
effective, or a supplement to any prospectus forming part of such registration
statement has been filed or when any document is filed with the Commission
which would be incorporated by reference into the prospectus;


(xiii)         notify each Holder of any request by
the Commission for the amendment or supplement of such registration statement
or prospectus for additional information;


(xiv)        advise each Holder, promptly after it
shall receive notice or obtain knowledge thereof, of (A) the issuance of
any stop order, injunction or other order or requirement by the Commission
suspending the effectiveness of such registration statement or the initiation
or threatening of any proceeding for such purpose and use all commercially
reasonable efforts to prevent the issuance of any stop order, injunction or
other order or requirement or to obtain its withdrawal if such stop order,
injunction or other order or requirement should be issued, (B) the
suspension of the registration of the subject shares of the Registrable
Securities in any state jurisdiction and (C) the removal of any such stop
order, injunction or other order or requirement or proceeding or the lifting of
any such suspension;


(xv)         use its commercially reasonable efforts
(taking into account the interests of the Company) to make available the executive
officers of the Company to participate with the Holders and any underwriters in
“road shows” or other selling efforts that may be reasonably requested by the
Holders in connection with the methods of distribution for the Registrable
Securities; and


(xvi)        if such offering is an underwritten
offering, enter into such agreements (including an underwriting agreement in
such form, scope and substance as is customary in underwritten offerings) and
take all such other appropriate and reasonable actions requested by Holders
(including those reasonably requested by the managing underwriters) in
order to expedite or facilitate the disposition of such Registrable Securities,
and in such connection, (i) use commercially reasonable efforts to obtain
opinions of counsel to the Company and updates thereof (which opinions (in such
form, scope and substance) shall be reasonably satisfactory to the
managing underwriters and counsel to Holders), addressed to each Holder and
each of the underwriters as to the matters customarily covered in opinions
requested in underwritten offerings and such other matters as may be reasonably
requested by such counsel and underwriters; (ii) use commercially
reasonable efforts to obtain “comfort” letters and updates thereof from the independent
certified public accountants of the Company (and, if necessary, any other
independent certified public accountants of any subsidiary of the Company or of
any business acquired by the Company for which financial statements and
financial data are, or are required to be, included in the Registration
Statement), addressed to each Holder (unless such accountants shall be
prohibited from so addressing such letters by applicable standards of the
accounting profession) and each of the underwriters, such letters to be in
customary form and covering matters of the type customarily covered in “comfort”
letters in connection with underwritten offerings; and (iii) if requested
and if an underwriting agreement is entered into, provide indemnification
provisions and procedures substantially to the effect set forth in Section 7
of this Agreement with respect to all parties to be indemnified pursuant to Section 7
of this Agreement or any other form of indemnification, contribution or similar
rights and procedures customarily given by issuers registering securities in an
underwritten offering.  The above shall
be done at each closing under such underwriting or similar agreement, or as and
to the extent required thereunder.


b.             In connection with the filing of any registration
statement covering Registrable Securities, each Holder shall furnish in writing
to the Company such information regarding itself (and any of its Affiliates),
the Registrable Securities to be sold, the intended method of distribution of
such Registrable Securities and such other information requested by the Company
as is necessary or advisable for inclusion in the registration statement
relating to such offering pursuant to the Securities Act.  Such writing shall expressly state that it is
being furnished to the Company for use in the preparation of a 


 


9

















 


registration statement, preliminary prospectus, statutory prospectus,
supplementary prospectus, final prospectus, issuer free writing prospectus or
amendment or supplement thereto, as the case may be.


Each Holder agrees by acquisition of the Registrable
Securities that (i) upon receipt of any notice from the Company of the
happening of any event of the kind described in Section 6(a)(v),
such Holder will forthwith discontinue its disposition of Registrable
Securities pursuant to the registration statement relating to such Registrable
Securities until such Holder’s receipt of the copies of the supplemented or
amended prospectus contemplated by Section 6(a)(v); (ii) upon
receipt of any notice from the Company of the happening of any event of the
kind described in clause (A) of Section 6(a)(xiv), such Holder
will discontinue its disposition of Registrable Securities pursuant to such
registration statement until such Holder’s receipt of the notice described in
clause (C) of Section 6(a)(xiv); and (iii) upon receipt
of any notice from the Company of the happening of any event of the kind
described in clause (B) of Section 6(a)(xiv), each Holder will
discontinue its disposition of Registrable Securities pursuant to such
registration statement in the applicable state jurisdiction(s) until such
Holder’s receipt of the notice described in clause (C) of Section 6(a)(xiv).


Section 7.               Indemnification.


a.             Indemnification by the Company.  The Company agrees to indemnify and hold
harmless each Holder, its partners, officers, directors, trustees,
stockholders, employees, agents and investment advisers, and each Person, if
any, who controls each Holder within the meaning of the Securities Act or the
Exchange Act, together with the partners, officers, directors, trustees,
stockholders, employees, agents and investment advisers of such controlling
person, against any losses, claims, damages, liabilities and expenses
(including, without limitation, reasonable attorneys’ fees), joint or several,
to which each Holder or any such indemnitees may become subject under the
Securities Act, the Exchange Act, any federal or state law or otherwise,
insofar as such losses, claims, damages, liabilities and expenses (or actions
or proceedings, whether commenced or threatened, in respect thereof) arise
out of or are based upon any untrue statement or alleged untrue statement of
any material fact contained in the registration statement under which such
Registrable Securities were registered and sold under the Securities Act, any
preliminary prospectus, statutory prospectus, final prospectus or summary
prospectus contained therein, or any issuer free writing prospectus or any
amendment or supplement thereto, or arising out of or based upon any omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading or any violation of
the Securities Act or state securities laws or rules thereunder by the Company
relating to any action or inaction by the Company in connection with such
registration, and the Company will reimburse each Holder for any reasonable
legal or any other expenses reasonably incurred by it in connection with
investigating or defending any such loss, claim, liability, action or
proceedings; provided, however, that the Company shall not be
liable in any such case to a Holder to the extent that any such loss, claim,
damage, liability (or action or proceeding in respect thereof) or expense
arises out of or is based upon an untrue statement or alleged statement or
omission or alleged omission made in such registration statement, any such
preliminary prospectus, statutory prospectus, final prospectus, summary
prospectus, issuer free writing prospectus, amendment or supplement in reliance
upon and in conformity with written information furnished to the Company by
such Holder specifically stating that it is for use in the preparation thereof;
and provided, further, that the Company shall not be liable to
such Holder or any other Person who controls such Holder within the meaning of
the Securities Act or the Exchange Act in any such case to the extent that any
such loss, claim, damage, liability (or action or proceeding in respect
thereof) or expense arises out of such Person’s failure to send or give a copy
of the final prospectus or supplement to the Persons asserting an untrue
statement or alleged untrue statement or omission or alleged omission at or
prior to the written confirmation of the sale of Registrable Securities to such
Person if such statement or omission was corrected in such final prospectus or
supplement.  Such indemnity shall remain
in full force and effect regardless of any investigation made by or on behalf
of each Holder or any such controlling Person and shall survive the transfer of
such securities by each Holder.


 


10

















 


b.             Indemnification by each Holder.  The Holder agrees to indemnify and hold
harmless (in the same manner and to the same extent as set forth in Section 7(a)) the
Company, each member of the Board, each officer, employee, agent and investment
adviser of the Company and each other Person, if any, who controls any of the
foregoing within the meaning of the Securities Act or the Exchange Act, with
respect to any untrue statement or alleged untrue statement of a material fact
in or omission or alleged omission to state a material fact from such
registration statement, any preliminary prospectus, statutory prospectus, final
prospectus or summary prospectus contained therein, or any issuer free writing
prospectus or any amendment or supplement thereto, if such untrue statement or
alleged untrue statement or omission or alleged omission was made in reliance
upon and in conformity with written information furnished to the Company by
such Holder regarding such Holder giving such indemnification specifically
stating that it is for use in the preparation of such registration statement,
preliminary prospectus, statutory prospectus, final prospectus, summary
prospectus, issuer free writing prospectus, amendment or supplement.  Such indemnity shall remain in full force and
effect regardless of any investigation made by or on behalf of the Company or
any such Board member, officer, employee, agent, investment adviser or
controlling Person and shall survive the transfer of such securities by any
Holder.  The obligation of a Holder to
indemnify will be several and not joint, among the Holders and the liability of
each such Holder of Registrable Securities will be in proportion to and limited
in all events to the net amount received by such Holder from the sale of
Registrable Securities pursuant to such registration statement.


c.             Notices of Claims, etc.  Promptly after receipt by an indemnified
party of notice of the commencement of any action or proceeding involving a
claim referred to in the preceding paragraphs of this Section 7,
such indemnified party will, if a claim in respect thereof is to be made
against an indemnifying party, give written notice to the latter of the
commencement of such action; provided, however, that the failure
of any indemnified party to give notice as provided herein shall not relieve
the indemnifying party of its obligations under the preceding paragraphs of
this Section 7, except to the extent that the indemnifying party is
actually prejudiced by such failure to give notice.  In case any such action is brought against an
indemnified party, unless in such indemnified party’s reasonable judgment a
conflict of interest between such indemnified and indemnifying parties may
exist in respect of such claim, the indemnifying party shall be entitled to
assume the defense thereof, for itself, if applicable, together with any other
indemnified party similarly notified, and after notice from the indemnifying
party to such indemnified party of its election so to assume the defense
thereof, the indemnifying party shall not be liable to the indemnified party
for any legal or other expenses subsequently incurred by the latter in
connection with the defense thereof.


d.             Indemnification Payments.  To the extent that the indemnifying party
does not assume the defense of an action brought against the indemnified party
as provided in Section 7(c), the indemnified party (or parties if
there is more than one) shall be entitled to the reasonable legal expenses
of common counsel for the indemnified party (or parties) and common local
counsel.  In such event, however, the
indemnifying party will not be liable for any settlement effected without the
written consent of such indemnifying party, which consent shall not be
unreasonably withheld, delayed or conditioned. 
The indemnification required by this Section 7 shall be made
by periodic payments of the amount thereof during the course of an
investigation or defense, as and when bills are received or expense, loss,
damage or liability is incurred.  The
indemnifying party shall not settle any claim without the consent of the
indemnified party unless such settlement involves a complete release of such
indemnified party without any admission of liability by the indemnified party.


e.             Contribution. 
If, for any reason, the foregoing indemnity is unavailable, or is
insufficient to hold harmless an indemnified party, then the indemnifying party
shall contribute to the amount paid or payable by the indemnified party as a
result of the expense, loss, damage or liability, (i) in such proportion
as is appropriate to reflect the relative fault of the indemnifying party on
the one hand and the indemnified party on the other (determined by reference
to, among other things, whether the untrue or alleged untrue statement of a
material fact or omission relates to information supplied by the 


 


11

















 


indemnifying party or the indemnified party and the parties’ relative
intent, knowledge, access to information and opportunity to correct or prevent
such untrue statement or omission) or (ii) if the allocation provided
by subclause (i) above is not permitted by applicable law or provides
a lesser sum to the indemnified party than the amount hereinafter calculated,
in the proportion as is appropriate to reflect not only the relative fault of
the indemnifying party and the indemnified party, but also the relative
benefits received by the indemnifying party on the one hand and the indemnified
party on the other, as well as any other relevant equitable considerations.  No indemnified party guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities
Act) shall be entitled to contribution from any indemnifying party who was
not guilty of such fraudulent misrepresentation, and the liability for
contribution of each Holder will be in proportion to and limited in all events
to the net amount received by each Holder from the sale of Registrable
Securities pursuant to such registration statement.


Section 8.               Market
Stand-Off Agreement.  The Holder
hereby agrees that it shall not, to the extent requested by the Company or SLG,
as applicable, or an underwriter of the securities of the Company on behalf of
itself or SLG, directly or indirectly (i) offer, sell, contract
to sell, pledge (except for pledges made prior to the date the requested
lock-up is to commence or pledges relating to refinancings or replacements of
indebtedness for which such stock was pledged), 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 Registrable Securities or securities convertible into or exchangeable
for Registrable Securities (other than to donees or partners of each Holder who
agree to be similarly bound), 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 Registrable Securities, whether any such
aforementioned transaction is to be settled by delivery of the Registrable Securities or such
other securities, in cash or otherwise, or (ii) publicly disclose the
intention to make any such offer, sale, pledge (except for pledges made prior
to the date the requested lock-up is to commence or pledges relating to
refinancings or replacements of indebtedness for which such stock was pledged) or
disposition, or to enter into any such transaction, swap, hedge or other
arrangement, within
seven (7) days prior to and for up to 60 days following the effective date of a
registration statement of the Company filed under the Securities Act (except
the Shelf Registration Statement filed for the benefit of the Holders pursuant
to this Agreement) or the date of an underwriting agreement with respect to an
underwritten public offering of the Company’s securities (including an offering
conducted by the Company or SLG) (the “Stand-Off Period”); provided,
however, that the Holder shall only be bound by two such requests per
year, and provided,  further that:


a.             with respect to the Stand-Off Period, such agreement
shall not be applicable to the Registrable Securities to be sold on each Holder’s
behalf to the public in an underwritten offering pursuant to such registration
statement;


b.             as a condition precedent to the obligations of Holders
under this Section 8, all executive officers and directors of the
Company then holding Common Stock of the Company shall enter into similar
agreements; and


c.             each Holder shall be allowed any concession or
proportionate release allowed to any (i) officer, or (ii) director of
the Company that entered into similar agreements.


In order to enforce the foregoing covenants, the
Company shall have the right to place restrictive legends on the certificates
representing the Registrable Securities subject to this Section 8
and to impose stop transfer instructions with respect to the Registrable
Securities and such other shares of Common Stock of each Holder (and the Common
Stock or securities of every other person subject to the foregoing restriction) until
the end of such period.


 


12

















 


Once a registration statement covering the Registrable
Securities is effective, the provisions of this Section 8 shall be
of no further force and effect.


Section 9.               Lock-Up
Agreement.


a.             In the event that SSF requests registration that
involves an underwritten offering of the Registrable Securities pursuant to Section
2(c) or Section 3(d) of this Agreement, the underwriters in
such underwritten offering request a Company lock-up, and such underwritten
offering is (i) equal to or in excess of $75,000,000 or (ii) equal to
or in excess of $50,000,000 and SSF and/or its Permitted Transferees agree to
sell at least 75% of the Registrable Securities then owned by them in such
underwritten offering, then (i) the Company will not, without the prior written
consent of SSF, offer, sell, agree to offer or sell, solicit offers to
purchase, grant any call option or purchase any put option with respect to,
pledge, borrow or otherwise dispose of, or establish or increase a “put
equivalent position” or liquidate or decrease a “call equivalent position”
within the meaning of Section 16 of the Exchange Act and the rules and
regulations promulgated thereunder, or otherwise enter into any swap,
derivative or other transaction or arrangement that transfers to another, in
whole or in part, any of the economic consequences of ownership, whether or not
such transaction is to be settled by delivery of such securities, other
securities, cash or other consideration with respect to, the Company’s Common
Stock, operating partnership units or other stock of the Company or any other
equity securities convertible into, or exercisable or exchangeable for, shares
of the Company’s Common Stock or other stock, or publicly announce an intention
to effect any such transaction, for a period beginning on and including the
date of the underwriting agreement entered into by SSF in connection with such underwritten
offering of the Purchased Shares through and including the date which is  a maximum of  30 days after the date of such underwriting agreement; provided, however, that
(A) the Company may issue and sell Common Stock and options to purchase
Common Stock pursuant to any employee or director stock option or stock
purchase plans in effect on the date of the date of such underwriting agreement,
(B) GKK Capital LP, a Delaware limited partnership, may issue operating
partnership units in consideration for acquisitions of assets, (C) the
Company may issue Common Stock upon redemption of operating partnership units or
upon exchange or conversion of any outstanding securities that have exchange or
conversion rights and (D) other exceptions reasonably requested by the
Company; and (ii) SLG, its Covered Transferees and  any third party who the Company has granted
registration rights will not, without the prior written consent of SSF, offer,
sell, agree to offer or sell, solicit offers to purchase, grant any call option
or purchase any put option with respect to, pledge, borrow or otherwise dispose
of, or establish or increase a “put equivalent position” or liquidate or
decrease a “call equivalent position” within the meaning of Section 16 of the Exchange
Act and the rules and regulations promulgated thereunder, or otherwise enter
into any swap, derivative or other transaction or arrangement that transfers to
another, in whole or in part, any of the economic consequences of ownership,
whether or not such transaction is to be settled by delivery of such
securities, other securities, cash or other consideration with respect to, the
Company’s Common Stock, or any other equity securities convertible into, or
exercisable or exchangeable for, shares of the Company’s Common Stock, or
publicly announce an intention to effect any such transaction, for a period
beginning on and including the date of the underwriting agreement entered into
by SSF in connection with such underwritten offering of the Purchased Shares
through and including the date which is  a maximum of  30
days after the date of such underwriting agreement.


b.             In connection with any underwritten offering by the
Company of its Common Stock, if SLG OP is requested to provide a lock-up of the
Common Stock it then owns, then the Holder shall be required to provide a
similar lock-up with respect to the Registrable Securities the Holder then owns.


 


13

















 


Section 10.             Covenants
Relating To Rule 144 and Form S-3. 
At such times as the Company is obligated to file reports in compliance
with either Section 13 or 15(d) of the Exchange Act, the Company
covenants that it will file any reports required to be filed by it under the
Securities Act and the Exchange Act and that it will take such further action
as each Holder may reasonably request, all to the extent required from time to
time to (i) enable each Holder to sell Registrable Securities without
registration under the Securities Act within the limitation of the exemptions
provided by (a) Rule 144 under the Securities Act, as such rule may be
amended from time to time or (b) any similar rule or regulation hereafter
adopted by the Commission, and (ii) enable the Company to be eligible to
file a Shelf Registration Statement on Form S-3 (or any similar or successor
form).  Upon the request of each Holder,
the Company will deliver to each Holder a written statement as to whether it
has complied with such requirements.


Section 11.             Miscellaneous.


a.             Termination; Survival.  The rights of each Holder under this
Agreement shall terminate upon the date that all of the Registrable Securities cease
to be Registrable Securities. 
Notwithstanding the foregoing, the obligations of the parties under Section
6, Section 7, Section 10 and paragraphs (d), (e) and (g) of
this Section 11 shall survive the termination of this Agreement.  As set forth in Section 4 of the
Stockholders Agreement, in the event that any Pledgee exercises its rights
under a pledge relating to the Purchased Shares, this Agreement, the Stockholders
Agreement and any continuing rights under the Subscription Agreement
(including, without limitation, indemnity rights) shall immediately terminate
without any further action.


b.             Expenses. 
All Registration Expenses incurred in connection with any Shelf
Registration Statement (including any prospectus or prospectus supplement) prepared
and/or filed pursuant to this Agreement shall be borne by the Company, whether
or not any registration statement related thereto becomes effective.


c.             Counterparts. 
This Agreement may be executed in one or more counterparts, all of which
shall be considered one and the same agreement, and shall become effective when
one or more such counterparts have been signed by each of the parties and
delivered to each of the other parties.


d.             Applicable Law; Jurisdiction.  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.  The parties consent to the exclusive
jurisdiction of the United States District Court for the Southern District of
New York in connection with any civil action concerning any controversy,
dispute or claim arising out of or relating to this Agreement, or any other
agreement contemplated by, or otherwise with respect to, this Agreement or the
breach hereof, unless such court would not have subject matter jurisdiction
thereof, in which event the parties consent to the jurisdiction of the State of
New York.  The parties hereby waive and
agree not to assert in any litigation concerning this Agreement the doctrine of
forum non conveniens.


e.             Waiver Of Jury Trial.  THE PARTIES HERETO HEREBY IRREVOCABLY AND
UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING
TO THIS AGREEMENT AND FOR ANY COUNTERCLAIM THEREIN.


f.              Prior Agreement; Construction; Entire Agreement.  This Agreement, including the exhibits and
other documents referred to herein (which form a part hereof), constitutes the
entire agreement of the parties with respect to the subject matter hereof, and
supersedes all prior agreements and understandings between the parties, and all
such prior agreements and understandings are merged herein and shall not
survive the execution and delivery hereof.


 


14

















 


g.             Notices. 
All notices or other communications required or permitted to be given
hereunder shall be in writing and shall be delivered by hand or sent, postage
prepaid, by registered, certified or express mail or reputable overnight
courier service or be telecopier and shall be deemed given when so delivered by
hand or, if mailed, three days after mailing (one Business Day in the case of
express mail or overnight courier service), addressed as follows:


 


	
  If to a Holder:

  	
   

  	
  SSF III Gemini, LP

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

  1585 Broadway, 37th Floor

  New York, NY 10036

  Attention: Hugh Macdonnell

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  If any Holder is a
  transferee, to the address of such Holder set forth in the transfer
  documentation provided to the Company, or such other address as any Holder
  may hereafter specify by notice to the Company.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  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

  
	
   

  	
   

  	
   

  
	
  If to the Company:

  	
   

  	
  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

  
	
   

  	
   

  	
   

  
	
  If to SLG:

  	
   

  	
  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

  
	
   

  	
   

  	
   

  



 


15

















 


	
   

  	
   

  	
  with a copy to:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Greenberg
  Traurig, LLP

  200 Park Avenue

  New York, New York 10166

  Attn: Judith Fryer and Kenneth Gerasimovic

  Facsimile:
  212-805-9203

  



 


 


h.             Successors and Assigns.  This Agreement shall inure to the benefit of
and be binding upon the successors and permitted assigns of each of the parties
and shall inure to the benefit of each Holder. 
The Company may assign its rights or obligations hereunder to any
successor to the Company’s business or with the prior written consent of each
Holder.  Notwithstanding the foregoing,
no assignee of the Company shall have any of the rights granted under this
Agreement until such assignee shall acknowledge its rights and obligations
hereunder by a signed written agreement pursuant to which such assignee accepts
such rights and obligations.  Each Holder
may assign its rights or obligations hereunder in whole or in part in
connection with the transfer, sale or other disposition of its Purchased Shares
so long as such assignee shall acknowledge its rights and obligations hereunder
by a signed written agreement pursuant to which such assignee accepts such
rights and obligations, upon which assignee shall be deemed to be a “Holder”
for all purposes hereunder, and upon request, the Company shall acknowledge
such assignee as a “Holder.”


i.              Headings. 
Headings are included solely for convenience of reference and if there
is any conflict between headings and the text of this Agreement, the text shall
control.


j.              Amendments And Waivers.  The provisions of this Agreement may be
amended or waived at any time only by the written agreement of the Company and
the Holders of a majority of the Registrable Securities.  Any waiver, permit, consent or approval of
any kind or character on the part of each Holder of any provision or condition
of this Agreement must be made in writing and shall be effective only to the
extent specifically set forth in writing. 
Any amendment or waiver effected in accordance with this paragraph shall
be binding upon each Holder and the Company. 
This Agreement shall be effective upon approval of the Board.


k.             Interpretation; Absence Of Presumption.  For the purposes hereof, (i) words in the
singular shall be held to include the plural and vice versa and words of one
gender shall be held to include the other gender as the context requires, (ii) the
terms “hereof,” “herein,” and “herewith” and words of similar import shall,
unless otherwise stated, be construed to refer to this Agreement as a whole and
not to any particular provision of this Agreement, and Section, paragraph or
other references are to the Sections, paragraphs, or other references to this
Agreement unless otherwise specified, (iii) the word “including” and words
of similar import when used in this Agreement shall mean “including, without
limitation,” unless the context otherwise requires or unless otherwise
specified, (iv) the word “or” shall not be exclusive and (v) provisions
shall apply, when appropriate, to successive events and transactions.


This Agreement shall be construed without regard to
any presumption or rule requiring construction or interpretation against the
party drafting or causing any instruments to be drafted.


l.              Severability. 
If any provision of this Agreement shall be or shall be held or deemed
by a final order by a competent authority to be invalid, inoperative or
unenforceable, such circumstance shall not have the effect of rendering any
other provision or provisions herein contained invalid, inoperative or
unenforceable, but this Agreement shall be construed as if such invalid,
inoperative or unenforceable provision had never been contained herein so as to
give full force and effect to the remaining such terms and provisions.


m.            Specific Performance; Other Rights.  The parties recognize that various other
rights rendered under this Agreement are unique and, accordingly, the parties
shall, in addition to such 


 


16

















 


other remedies as may be available to them at law or in equity, have
the right to enforce the rights under this Agreement by actions for injunctive
relief and specific performance.


n.             Further Assurances.  In connection with this Agreement, as well as
all transactions and covenants contemplated by this Agreement, each party
hereto agrees to execute and deliver or cause to be executed and delivered such
additional documents and instruments and to perform or cause to be performed
such additional acts as may be necessary or appropriate to effectuate, carry
out and perform all of the terms, provisions and conditions of this Agreement
and all such transactions and covenants contemplated by this Agreement.


o.             No Waiver. 
The waiver of any breach of any term or condition of this Agreement
shall not operate as a waiver of any other breach of such term or condition or
of any other term or condition, nor shall any failure to enforce any provision
hereof operate as a waiver of such provision or of any other provision hereof.


p.             Notwithstanding any of the other provisions of this
Agreement, each of the Stockholders grants its consent to (i) SSF and/or its
direct or indirect holding companies, partnerships and/or other entities (the “Holding
Entities”) to grant pledges or other encumbrances or security interests
over its or their respective direct and/or indirect interests in the Purchased
Shares from time to time (the “Pledges”) to secure the repayment of
financial indebtedness incurred by SSF or its Holding Entities and (ii) subject
to the provisions of Section 11(a) hereof, the exercise by any Pledgee
in respect of a Pledge of its rights under or in connection with such Pledge,
including, without limitation, the foreclosure of such Pledge and the sale of
the interests pledged thereunder.


 


[Signature Page Follows]


 


 


17

















 


IN WITNESS WHEREOF, the parties have caused this
Agreement to be duly executed as of the date first written above.


 




	
   

  	
  GRAMERCY CAPITAL CORP.,

  
	
   

  	
  a Maryland corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ MARC HOLLIDAY

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name: Marc Holliday

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title: Chief Executive
  Officer and President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Solely for purposes of Sections 4, 8, 9 and 11

  
	
   

  	
   

  
	
   

  	
  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

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HOLDER:

  
	
   

  	
   

  
	
   

  	
  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
Registration Rights Agreement]