Exhibit
10.1


 


Form of
Purchase Agreement


 


GRAMERCY
CAPITAL CORP.


 


INVESTMENT
PROCEDURES


 


The prospective investor
(the “Investor”)  understands
that the offer and sale of the common stock, par value $0.001 per share (the “Common
Stock”),  of Gramercy Capital Corp., a Maryland
corporation (the “Company”),  to the
Investor is not being registered under the Securities Act of 1933, as amended
(the “Securities Act”),  but rather is
being made privately by the Company.


 


The Investor should
complete the following steps prior to the intended date of purchase for the
Common Stock:


 


1.  Complete and execute the
attached purchase agreement (the “Agreement”) and send the completed
Agreement and an executed signature page to the Company at the address below so
that the Company may determine whether you are eligible to subscribe for and
purchase shares of the Common Stock.


 


2.  Upon your delivery of a
completed Agreement, you will be deemed to have irrevocably subscribed for the
number of shares of Common Stock indicated on the Agreement, which subscription
includes an irrevocable commitment to pay the full amount of the purchase price
for the Common Stock.  If the
subscription is not accepted for any reason, the purchase price for the Common
Stock (the “Subscription Amount”) will be returned to you.


 


3.  In connection with the
closing of the offering, you must pay the Subscription Amount in accordance
with prior delivery instructions received from the Company.


 


4.  Please send the Agreement,
including an executed signature page and direct all questions to:


 


Gramercy Capital Corp.

420 Lexington Avenue

New York, New York 10170

Attention:  Robert R. Foley

Phone:  212-297-1000


 


5.  After the Company receives a
copy of the Agreement, including an executed signature page, the Company will
notify you whether you are eligible to subscribe for and purchase shares of the
Common Stock and your subscription has been accepted, and will notify you of
the subscription date (the “Offering Date”).


 


6.  Upon acceptance of the
subscription, a counterpart copy of the executed Agreement will be signed as
accepted on behalf of the Company and be returned to you.


 


The Agreement, as well as
payment in immediately available funds of the Subscription Amount, must be
received no later than the closing, subject to the discretion of the Company to
waive such “prior receipt” requirement.


 


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THE ENCLOSED DOCUMENTS ARE CONFIDENTIAL AND
MAY NOT BE REPRODUCED, DUPLICATED OR DELIVERED BY YOU TO ANY OTHER PERSON FOR ANY
REASON.


 


If requested by the
Company, each Investor which is an entity must provide evidence satisfactory to
the Company that the organizational documents of the Investor permit it to make
investments in securities such as the Common Stock, that all appropriate action
has been taken by the Investor to authorize the investment and that the person
or persons executing the Agreement have the authority to do so.


 


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PURCHASE
AGREEMENT


 


This purchase agreement
(the “Agreement”), dated as of December 3, 2004, is by and among
Gramercy Capital Corp., a Maryland corporation (the “Seller” or the “Company”),
               
(the “Investment Adviser”), which is entering into this Agreement on
behalf of itself (as to Paragraph 5 of this Agreement) and those individual
purchasers (each, a “Subscriber” and collectively, the “Subscribers”)
which are listed under their respective names on Schedule A.


 


In connection with the
Subscriber’s proposed purchase of shares of common stock, par value $0.001 per
share of the Company (the “Common Stock”), with the number of shares of
Common Stock acquired by each Subscriber set forth on Schedule A,
the parties hereto agree as follows:


 


1.  Upon the terms and subject to
the conditions set forth in this letter, the Subscriber hereby irrevocably
subscribes for and agrees to purchase from the Company such number of shares of
Common Stock as is set forth on the signature page of this letter at a price
equal to $17.27 per share (the “Purchase Price”).  The Subscriber agrees to deliver to the
Company on the closing date (the “Closing Date”) designated by the
Company (as set forth in Paragraph 7 hereof), upon receipt of the stock
certificates representing the Common Stock, the Purchase Price by wire transfer
of United States dollars in immediately available funds to an account specified
by the Company in writing.


 


2.  The Subscriber understands
and agrees that the Common Stock is being offered in a transaction not
involving any public offering within the United States within the meaning of
the Securities Act of 1933, as amended (the “Securities Act”) and that
the Common Stock has not been registered under the Securities Act and, unless
so registered, may not be resold except as permitted in the following
sentence.  The Subscriber agrees, on its
own behalf and on behalf of each account for which it acquires any Common
Stock, that, if in the future it decides to offer, resell, pledge or otherwise
transfer such Common Stock, such Common Stock may be offered, resold, pledged
or otherwise transferred only (a) to the Company or a subsidiary thereof,
(b) pursuant to a registration statement that has been declared and is
effective under the Securities Act or (c) pursuant to any other available exemption
from the registration requirements of the Securities Act, subject in each of
the foregoing cases to any requirement of law that the disposition of
Subscriber’s property or the property of such investor account or accounts be
at all times within Subscriber’s or their control and subject to compliance
with any applicable state securities laws. 
The Subscriber understands that the registrar and transfer agent for the
Common Stock will not be required to accept for registration of transfer any
Common Stock, except upon presentation of evidence satisfactory to the Company
and the transfer agent that, unless such Common Stock is already registered
under the Securities Act, an exemption to the registration requirement under
the Securities Act and the rules and regulations thereunder have been complied
with.  The Subscriber further understands
that any certificates representing Common Stock acquired by it will bear a
legend reflecting the substance of this paragraph.  The Subscriber acknowledges, on its own
behalf and on behalf of any investor account for which it is purchasing the
Common Stock, that the Company reserves the right to restrict any offer, sale
or other transfer of the Common Stock pursuant to clause (c) above and to
require the completion, execution and delivery of (i) a letter from the
transferee substantially in the form of the Transferee’s Letter attached hereto
as Appendix A and (ii) an opinion of counsel satisfactory to the Company
that the proposed transfer does not require registration under the Securities
Act.  WITHOUT LIMITING THE FOREGOING,
UNLESS AND UNTIL THE COMPANY NOTIFIES YOU OTHERWISE IN WRITING, THE SUBSCRIBER
ACKNOWLEDGES AND AGREES, ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR
ACCOUNT FOR WHICH IT IS PURCHASING COMMON STOCK, THAT IT CANNOT AND WILL NOT
SELL OR OTHERWISE TRANSFER ANY COMMON STOCK WITHOUT (I) A COMPLETED AND
EXECUTED LETTER FROM THE PROSPECTIVE TRANSFEREE IN THE FORM OF THE TRANSFEREE’S
LETTER ATTACHED HERETO AS


 





















 


APPENDIX
A AND THE DELIVERY OF SUCH TRANSFEREE’S LETTER TO THE COMPANY AND (II) AN
OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT THE PROPOSED TRANSFER DOES
NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT.


 


3.  The Subscriber hereby
represents and agrees as follows:


 


3.1                                 The Subscriber acknowledges that the Subscriber
must qualify under the standards described below, in order to qualify for the
purchase of Common Stock.


 


3.2                                 The Subscriber is an “accredited
investor,” as such term is defined in Regulation D under the Securities Act (an
“Accredited Investor”).


 


3.3                                 The Subscriber acknowledges that it is
able to bear the economic risk of an investment in the Common Stock.


 


3.4                                 The Subscriber acknowledges that the
Subscriber has prior investment experience, including investment in non-listed
and non-registered securities, or the Subscriber has employed the services of
an investment advisor to read all of the documents furnished or made available
by the Company both to the Subscriber or the investment advisor and to all
other prospective investors in the Common Stock and to evaluate the merits and
risks of such an investment on the Subscriber’s behalf.


 


3.5                                 The Subscriber has received such
information as the Subscriber deems necessary in order to make an investment
decision with respect to the Common Stock. 
The Subscriber acknowledges that the Subscriber and the Subscriber’s
advisor(s), if any, have had the right to ask questions of and receive answers
from the Company and its officers and directors, and to obtain such information
concerning the terms and conditions of this offering of the Common Stock, as
the Subscriber and the Subscriber’s advisor(s), if any, deem necessary to
verify the accuracy of any information that the Subscriber deems relevant
to making an investment in the Common Stock. 
The Subscriber represents and agrees that prior to the Subscriber’s
agreement to purchase Common Stock, the Subscriber and the Subscriber’s
advisor(s), if any, will have asked such questions, received such answers and
obtained such information as the Subscriber deems necessary to verify the
accuracy of any information that the Subscriber deems relevant to making an
investment in Common Stock.  The
Subscriber became aware of this offering of the Common Stock and the Common
Stock was offered to the Subscriber solely by means of direct contact between
the Subscriber and the Company.  The
Subscriber did not become aware of, nor were the shares of Common Stock offered
to the Subscriber by any other means, including, in each case, by any form of
general solicitation or general advertising. 
In making the decision to purchase the Common Stock, the Subscriber
relied solely on the information obtained by the Subscriber directly from the
Company as a result of any inquiries by the Subscriber or the Subscriber’s
advisor(s).


 


3.6                                 The Subscriber hereby acknowledges that
the offering of Common Stock has not been reviewed by, and the fairness of such
Common Stock has not been determined by, the United States Securities and
Exchange Commission (“Commission”) or any state regulatory authority, because
the Offering is intended to be a private placement pursuant to Section 4(2)
of the Securities Act and Regulation D promulgated thereunder.


 


3.7                                 The Subscriber understands that the
Common Stock has not been registered under the Securities Act or any state
securities or “blue sky” laws and is being sold in reliance on exemptions from
the registration requirements of the Securities Act and such laws.  The


 


2





















 


Subscriber agrees
on the Subscriber’s own behalf and on behalf of any investor account for which
the Subscriber is purchasing Common Stock to offer, sell or otherwise transfer
any such Common Stock only in accordance with the terms thereof.


 


3.8                                 The Subscriber is acquiring the Common
Stock for investment purposes and not with a view to, or for offer or sale in
connection with, any distribution in violation of the Securities Act.  The Subscriber was not formed for the
specific purpose of acquiring the Common Stock.


 


3.9                                 The Subscriber is acquiring the Common
Stock for the Subscriber’s own account or for one or more accounts (each of
which is an Accredited Investor) as to each of which the Subscriber exercises
sole investment discretion and is authorized to make the representations, and
enter into the agreements, contained in this letter.


 


3.10                           The Subscriber consents to the placement
of a legend on the certificate evidencing the Common Stock, stating that such
Common Stock has not been registered under the Securities Act or any state
securities or “blue sky” laws and setting forth or referring to the
restrictions on transferability and sale thereof.  The Subscriber is aware that the Company will
make a notation in its appropriate records with respect to the restrictions on
the transferability of such Common Stock.


 


3.11                           The Subscriber, if acting in a
representative or fiduciary capacity, has full power and authority to execute
and deliver this Agreement, to make the representations and warranties
specified herein, and to consummate the transactions contemplated herein on
behalf of the subscribing partnership, trust, corporation or other entity for
which the Subscriber is acting and such partnership, trust, corporation, or
other entity has full right and power to subscribe for Common Stock and perform
its obligations hereunder.


 


The Subscriber is not an “affiliate” (as defined in Rule 144 under the
Securities Act) of the Company or acting on behalf of an affiliate of the
Company.


 


3.12                           The Subscriber is not and for so long as
it holds Common Stock will not be (i) an employee benefit plan (as defined
in Section 3(3) of ERISA), whether or not it is subject to Title I of
ERISA, including without limitation governmental and non-U.S. plans,
(ii) a plan described in Section 4975 of the Internal Revenue Code
(the “Code”), (iii) an entity whose underlying assets include plan
assets by reason of a plan’s investment in such entity (including but not
limited to an insurance company general account), or (iv) an entity that
otherwise constitutes a “benefit plan investor” within the meaning of the DOL
Regulation Section 2510.3-101 (29 C.F.R. Section 2510.3-101) (any of
the foregoing, a “Benefit Plan Investor”).


 


3.13                           The Subscriber acknowledges that the
Common Stock may not be purchased by or otherwise acquired by any Benefit Plan.


 


3.14                           The Subscriber (and any investor account
for which the Subscriber is purchasing Common Stock) agrees that the Company
may rely, and shall be protected in acting upon, any papers or other documents
which may be submitted to any of them in connection with the sale and
subsequent transfers of the Common Stock and which are reasonably believed by
them to be genuine and reasonably appear to have been signed or presented by
the proper party or parties.


 


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3.15                           The Company is entitled to rely upon this
letter and is irrevocably authorized to produce this letter or a copy hereof to
any interested party in any administrative or legal proceeding or official
inquiry with respect to the matters covered hereby.


 


3.16                           The Subscriber acknowledges that it or
its advisor has had the opportunity to review that certain Registration Rights
Agreement dated the closing date by and between the Company and the Subscriber,
and agrees to the terms thereof. 
Execution of the signature page to this agreement will act as execution
of the registration rights agreement.


 


3.17                           The foregoing representations, warranties
and agreements, together with all other representations and warranties made or
given by the Subscriber to the Company in any other written statement or
document delivered in connection with the transactions contemplated hereby,
shall be true and correct in all respects on and as of the date of this
Agreement and the Closing Date, as if made on and as of each such date, and
shall survive each such date and if there should be any material change in such
information prior to the Closing Date of the sale of the Common Stock, the
Subscriber shall immediately furnish in writing such revised or corrected
information to the Company.  The
Subscriber understands that the Company will rely upon the accuracy and truth
of the foregoing representations, warranties and agreements, and the Subscriber
hereby consents to such reliance.


 


4.  The Seller hereby represents
and warrants as follows:


 


4.1                                 Since the date as of the Seller’s most
recently filed publicly available information, including current, quarterly and
annual reports and information, documents and other reports with respect to the
Company filed with the Commission pursuant to the Securities and Exchange Act
of 1934, as amended (the “Exchange Act”), furnished to the Subscriber or
otherwise publicly available (the “Information”), except as otherwise
stated therein, (A) there has been no material adverse change or any
development involving a prospective material adverse change in or affecting the
condition, financial or otherwise, or in the earnings, business affairs or
business prospects of the Seller, whether or not arising in the ordinary course
of business; provided, however, that a mere change in the price of the Company’s
Common Stock in the absence of any other event that would be considered a
material adverse event shall not be deemed a material adverse change for this
purpose, (B) there have been no transactions entered into by the Seller other
than (i) those in the ordinary course of business which are material with
respect to the Seller, or (ii) real estate and real estate related transactions
which are not deemed “in the ordinary course of business” for purposes of reporting
under the Exchange Act, but which are customary and consistent with the
business objectives of the Company and (C) other than regular quarterly
dividends, there has been no dividend or distribution of any kind declared,
paid or made by the Seller on any class of its shares of Common Stock.


 


4.2                                 The Seller has been duly incorporated and
is validly existing in good standing under the laws of
the State of Maryland.  The Seller has
the required corporate power and authority to conduct its business as described
in the Information; and the Seller is duly qualified as a foreign corporation
to transact business in each jurisdiction in which such qualification is
required, except where the failure to so qualify would not have a material
adverse effect on the condition, financial or otherwise, or the earnings,
business affairs or business prospects of the Seller.


 


4.3                                 As of the date hereof, the authorized
capital stock of the Seller consisted of 100,000,000 shares of Common Stock and
25,000,000 shares of preferred stock, par value $.001 per share, of which
13,312,500 shares of Common Stock are issued and outstanding.  The issued and outstanding shares of Common
Stock of the Seller have been duly authorized and validly


 


4





















 


issued and are fully paid
and non-assessable; the shares of Common Stock to be offered pursuant to this
Agreement have been duly authorized and when issued and delivered as
contemplated hereby, will be validly issued, fully paid and non-assessable; the
issuance of the shares of Common Stock is not subject to preemptive or other
similar rights.  No order halting or
suspending trading in securities of the Seller nor prohibiting the sale of such
securities has been issued to and is outstanding against the Seller or its
directors, officers or promoters and no investigations or proceedings for such
purposes are pending or threatened.


 


4.4                                 The Seller is not in violation of its
organizational documents or in default in the performance or observance of any
material obligation, agreement, covenant or condition contained in any
contract, indenture, mortgage, loan agreement, note, lease or other instrument
or agreement to which the Seller is a party or by which it is bound, or to
which any of the property or assets of the Seller is subject where such
violation or default would have a material adverse effect on the condition,
financial or otherwise, or the earnings, business affairs or business prospects
of the Seller; and, the execution, delivery and performance of this Agreement,
and the issuance and delivery of the shares of Common Stock and the
consummation of the transactions contemplated herein have been duly authorized
by all necessary action and will not conflict with or constitute a material
breach of, or default under, or result in the creation or imposition of any
lien, charge or encumbrance upon any property or assets of the Seller pursuant
to any contract, indenture, mortgage, loan agreement, note, lease or other
instrument or agreement to which the Seller is a party or by which it or any of
them may be bound, or to which any of the property or assets of the Seller is
subject, nor will any such action result in any violation of the provisions of
the articles of incorporation, bylaws or other organizational documents of the
Seller or any applicable law, administrative regulation or administrative or
court decree.


 


4.5                                 The Seller is organized in conformity
with the requirements for qualification and, as of the date hereof and as of
the Closing, operates in a manner that qualifies it as a “real estate
investment trust” under the Internal Revenue Code of 1986, as amended, and the
rules and regulations thereunder and will be so qualified after giving effect
to the Offering.


 


4.6                                 The Seller is not, and upon the issuance
and sale of the Common Stock as herein contemplated and the application of the
proceeds therefrom will not be, required to be registered under the Investment
Company Act of 1940, as amended.


 


4.7                                 There is no action, suit, proceeding,
inquiry or investigation before or brought by any court or governmental agency
or body, domestic or foreign, now pending or, to the knowledge of the Seller,
threatened or contemplated, against or affecting the Seller, which is required
to be disclosed in the Information (other than as disclosed therein), or which
might result in any material adverse change in the condition, financial or
otherwise, or in the earnings, business affairs or business prospects of the
Seller, or which might materially and adversely affect the consummation of this
Agreement; all pending legal or governmental proceedings to which the Seller is
a party or of which its properties or assets is the subject which are not
described in the Information, including any ordinary routine litigation
incidental to its business, are, considered in the aggregate, not material to
the business of the Seller.


 


4.8                                 No authorization, approval or consent of
any court or United States federal or statement governmental authority or
agency is necessary in connection with the sale of the Common Stock hereunder.


 


4.9                                 No authorization, approval or consent of
the shareholders of the Seller is required or necessary in connection with the
sale of the Common Stock pursuant to the articles of


 


5





















 


incorporation, bylaws or other organizational
documents of the Seller or the rules and regulations of the New York Stock
Exchange.


 


4.10                           The Common Stock sold in the Offering
will be issued and sold pursuant to the registration exemption provided by
Regulation D and Section 4(2) of the Securities Act as a transaction not
involving a public offering and the requirements of any other applicable state
securities laws and the respective rules and regulations thereunder.


 


4.11                           The Seller possesses such material
certificates, authorities or permits issued by the appropriate state, federal
or foreign regulatory agencies or bodies necessary to conduct the business now
conducted by them, and the Seller has not received any notice of proceedings
relating to the revocation or modification of any such certificate, authority
or permit which, singly or in the aggregate, if the subject of an unfavorable
decision, ruling or finding, would materially and adversely affect the
condition, financial or otherwise, or the earnings, business affairs or
business prospects of the Seller, nor to the knowledge of the Seller are any
such proceedings threatened or contemplated.


 


4.12                           This Agreement has been
duly authorized, executed and delivered by it and constitutes a legal, valid
and binding agreement of the Seller, enforceable against it in accordance with
its terms except as may be limited by (i) the effect of bankruptcy, insolvency,
reorganization, moratorium or other similar laws relating to or affecting the
rights or remedies of creditors or (ii) the effect of general principles of
equity, whether enforcement is considered in a proceeding in equity or at law
and the discretion of the court before which any proceeding therefor may be
brought


 


5.  To induce Seller to enter into
this Agreement, the Investment Adviser hereby represents and warrants that:


 


5.1                                 It is an “investment adviser” as such
term is defined under the Investment Advisers Act of 1940, as amended (the “Advisers
Act”), and is duly registered with the Commission.


 


5.2                                 It is duly organized,
validly existing and in good standing under the laws of its state of
organization. It is duly qualified to do business and is in good standing in
each jurisdiction where its ownership or leasing of property or assets or the conduct
of its business requires it to be so qualified. It has in effect all federal,
state, local and foreign governmental authorizations necessary for it to own or
lease its properties and assets and to carry on its business as it is now
conducted.


 


5.3                                 It has been duly
authorized to act as investment adviser on behalf of each of the Subscribers
listed under its name on Schedule A hereto.


 


5.4                                 It has the power and
authority to enter into and execute this Agreement on behalf of each of the
Subscribers listed under its name on Schedule A hereto.


 


5.5                                 This Agreement has been
duly executed and delivered by it and constitutes a legal, valid and binding
agreement of the Investment Adviser, enforceable against it in accordance with
its terms except as may be limited by (i) the effect of bankruptcy, insolvency,
reorganization, moratorium or other similar laws relating to or affecting the
rights or remedies of creditors or (ii) the effect of general principles of
equity, whether enforcement is considered in a proceeding in equity or at law
and the discretion of the court before which any proceeding therefor may be
brought.


 


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5.6                                 In connection with the
execution, delivery or performance of this Agreement, it is not required to
make or obtain any consents or approvals of, or filings or registrations with,
any court, administrative agency or commission or other governmental authority
or instrumentality, including the Commission, or with any third party.


 


5.7                                 Neither the Investment
Adviser nor any “person associated with an investment adviser” (as defined in
the Advisers Act) thereof, as applicable, is ineligible pursuant to Section 203
of the Advisers Act to serve as an investment adviser or as an associated
person to a registered investment adviser or has committed any act enumerated
in Rule 206(4)-(4)(b) under the Advisers Act.


 


6.  As a condition to Closing,
(i) each of the representations and warranties of the parties hereto shall be
true and correct in all material respects, and (ii) the Subscribers shall have
received an opinion from Clifford Chance US LLP, dated as of the Closing Date,
substantially in the form attached hereto as Appendix B.


 


7.  Provided that the conditions
set forth in Paragraph 6 hereto have been met or waived at such time, the
transactions contemplated hereby shall be consummated upon four business days’
notice to the Investment Adviser but not later than January 3, 2005, or at
such other time and date as the parties hereto shall agree to in writing.


 


8.  This Agreement shall be
governed by and construed in accordance with the laws of the State of New
York.  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 asset in any litigation concerning this Agreement
the doctrine of forum non conveniens.


 


9.  This Agreement constitutes
the entire agreement between the parties hereto with respect to the subject
matter hereof and may be amended only in a writing that is executed by each of
the parties hereto.


 


10.  This Agreement shall inure
to the benefit of and be binding upon the Seller and the Subscribers.  Nothing in this Agreement is intended, or
shall be construed, to give any other person or entity any right hereunder or
by virtue hereof.  This Agreement may not
be assigned by the Seller or the Subscribers without the prior written consent
of the other party hereto.


 


11.  In the event that any
provisions hereof shall be determined to be invalid or unenforceable in any
respect, such determination shall not affect such provision in any other
respect or any other provision hereof, which shall remain in full force and
effect.  This Agreement may be executed
in separate counterparts, each of which shall be deemed an original and all of
which together shall be deemed to constitute one and the same instrument.


 


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THE UNDERSIGNED UNDERSTANDS, WITHOUT
LIMITATION, THAT TRANSFERS OF THE COMMON STOCK ARE SUBJECT TO THE REQUIREMENT
THAT A TRANSFEREE’S LETTER AND OPINION LETTER BE DELIVERED TO THE COMPANY, AS
PROVIDED ABOVE IN SECTION 2.


 


THIS LETTER SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD
TO PRINCIPLES OF CONFLICTS OF LAWS THAT WOULD REQUIRE THE APPLICATION OF THE
LAW OF ANY OTHER STATE.


 


	
  Date:
                ,
  2004

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  INVESTMENT ADVISER

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Print Name:

  Company Name:

  Title:

  Address:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GRAMERCY CAPITAL CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
				



 


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Appendix A


 


TRANSFEREE’S
LETTER


 


Gramercy Capital Corp.

420 Lexington Avenue

New York, New York 10170




[Seller]


 


Dear Sirs:


 


In connection with the
undersigned’s proposed purchase of shares of common stock, par value $.001 per
share (the “Common Stock”), of Gramercy Capital Corp. (the “Company”)
from             (“Seller”),
the undersigned confirms and agrees that:


 


1.                                       The undersigned understands and agrees
that the Common Stock has been offered in a transaction not involving any
public offering within the United States within the meaning of the Securities
Act of 1933, as amended (the “Securities Act”) and that the Common Stock
has not been registered under the Securities Act and, unless so registered, may
not be resold except as permitted in the following sentence.  The undersigned agrees, on its own behalf and
on behalf of each account for which it acquires any Common Stock, that, if in
the future it decides to offer, resell, pledge or otherwise transfer such
Common Stock, such Common Stock may be offered, resold, pledged or otherwise
transferred only (a) to the Company or a subsidiary thereof,
(b) pursuant to a registration statement that has been declared and is
effective under the Securities Act or (c) pursuant to any other available
exemption from the registration requirements of the Securities Act, subject in
each of the foregoing cases to any requirement of law that the disposition of
undersigned’s property or the property of such investor account or accounts be
at all times within undersigned’s or their control and subject to compliance
with any applicable state securities laws. 
The undersigned understands that the registrar and transfer agent for
the Common Stock will not be required to accept for registration of transfer
any Common Stock, except upon presentation of evidence satisfactory to the
Company and the transfer agent that, unless such Common Stock is already
registered under the Securities Act, an exemption to the registration
requirement under the Securities Act and the rules and regulations thereunder
have been complied with.  The undersigned
further understands that any certificates representing Common Stock acquired by
it will bear a legend reflecting the substance of this paragraph.  The undersigned acknowledges, on its own
behalf and on behalf of any investor account for which it is purchasing the Common
Stock, that the Company reserves the right to restrict any offer, sale or other
transfer of the Common Stock pursuant to clause (c) above or to require
the completion, execution and delivery of a letter from the transferee
substantially in the form hereof and certifications and other information
satisfactory to the Company and the registrar and transfer agent and an opinion
of counsel satisfaction to the Company that the proposed transfer does not
require registration under the Securities Act. 
WITHOUT LIMITING THE FOREGOING, UNLESS AND UNTIL
THE COMPANY NOTIFIES YOU OTHERWISE IN WRITING, THE UNDERSIGNED ACKNOWLEDGES AND
AGREES, ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT IS
PURCHASING COMMON STOCK, THAT IT CANNOT AND WILL NOT SELL OR OTHERWISE TRANSFER
ANY


 





















 


COMMON
STOCK WITHOUT (I) A COMPLETED AND EXECUTED LETTER
FROM THE PROSPECTIVE TRANSFEREE IN THE FORM OF THIS TRANSFEREE’S LETTER AND THE
DELIVERY OF SUCH TRANSFEREE’S LETTER TO THE COMPANY AND (II) AN OPINION OF
COUNSEL SATISFACTORY TO THE COMPANY THAT THE PROPOSED TRANSFER DOES NOT REQUIRE
REGISTRATION UNDER THE SECURITIES ACT.


 


2.  The undersigned is an “accredited
investor” as defined in Regulation D under the Securities Act.


 


3.  The undersigned has such
knowledge and experience in financial and business matters as to be capable of
evaluating the merits and risks of an investment in the Common Stock, and each
of the undersigned and any account for which the undersigned is acting is able
to bear the economic risk of such investment and can afford the complete loss
of such investment.


 


4.  The undersigned is acquiring
the Common Stock for investment purposes and not with a view to, or for offer
or sale in connection with, any distribution in violation of the Securities Act.  The undersigned was not formed for the
specific purpose of acquiring the Common Stock.


 


5.  The undersigned is acquiring
the Common Stock for the undersigned’s own account or for one or more accounts
(each of which is an Accredited Investor) as to each of which the undersigned
exercises sole investment discretion and is authorized to make the
representations, and enter into the agreements, contained in this letter.


 


6.  The undersigned has received
such information as the undersigned deems necessary in order to make an
investment decision with respect to the Common Stock.  The undersigned acknowledges that the
undersigned and the undersigned’s advisor(s), if any, have had the right to ask
questions of and receive answers from the Company and its officers and
directors, and to obtain such information concerning the terms and conditions
of this offering of the Common Stock, as the undersigned and the undersigned’s
advisor(s), if any, deem necessary to verify the accuracy of any information
that the undersigned deems relevant to making an investment in the Common
Stock.  The undersigned represents and
agrees that prior to the undersigned’s agreement to purchase Common Stock, the
undersigned and the undersigned’s advisor(s), if any, will have asked such
questions, received such answers and obtained such information as the
undersigned deems necessary to verify the accuracy of any information that the
undersigned deems relevant to making an investment in Common Stock.  The undersigned became aware of this offering
of the Common Stock and the Common Stock was offered to the undersigned solely
by direct contact between the undersigned and Seller.  The undersigned did not become aware of, nor
were the shares of Common Stock offered to the undersigned by any other means,
including, in each case, by any form of general solicitation or general
advertising.  In making the decision to
purchase the Common Stock, the undersigned relied solely on the information
filed with the Securities and Exchange Commission or obtained by the
undersigned directly from the Company as a result of any inquiries by the
undersigned or the undersigned’s advisor(s).


 


7.  The undersigned is not an “affiliate”
(as defined in Rule 144 under the Securities Act) of the Company or acting on
behalf of an affiliate of the Company.


 





















 


8.  The undersigned is not and
for so long as it holds Common Stock will not be (i) an employee benefit
plan (as defined in Section 3(3) of ERISA), whether or not it is subject
to Title I of ERISA, including without limitation governmental and non-U.S.
plans, (ii) a plan described in Section 4975 of the Internal Revenue
Code, (iii) an entity whose underlying assets include plan assets by
reason of a plan’s investment in such entity (including but not limited to an
insurance company general account), or (iv) an entity that otherwise
constitutes a “benefit plan investor” within the meaning of the DOL Regulation Section 2510.3-101
(29 C.F.R. Section 2510.3-101) (any of the foregoing, a “Benefit Plan
Investor”).


 


9.  The undersigned acknowledges
that the Company, Seller and others will rely on the acknowledgments,
representations and warranties contained in this letter.  The undersigned agrees to promptly notify the
Company and Seller if any of the acknowledgments, representations and
warranties set forth herein are no longer
accurate.  The undersigned agrees that
each purchase by the undersigned of securities from Seller will constitute a
reaffirmation of the acknowledgments, representations and warranties herein (as
modified by any such notice) as of the time of such purchase.


 


10.  The Company and Seller are
entitled to rely upon this letter and are irrevocably authorized to produce
this letter or a copy hereof to any interested party in any administrative or
legal proceeding or official inquiry with respect to the matters covered
hereby.


 





















 


THE UNDERSIGNED UNDERSTANDS, WITHOUT
LIMITATION, THAT TRANSFERS OF THE COMMON STOCK ARE SUBJECT TO THE REQUIREMENT
THAT A TRANSFEREE’S LETTER AND OPINION LETTER BE DELIVERED TO THE COMPANY, AS
PROVIDED ABOVE IN SECTION 1.


 


THIS LETTER SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF NEW YORK, WITHOUT REGARD TO
PRINCIPLES OF CONFLICTS OF LAWS THAT WOULD REQUIRE THE APPLICATION OF THE LAW
OF ANY OTHER STATE.


 


	
  Date:
                ,
          

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Print Name:

  Company Name:

  Title:

  Address:

  



 


 


Common Stock
to be purchased:


 


                                                                                                       
shares of Common Stock.


 





















 


Schedule A


 


	
  Name,
  exactly as it should appear on stock certificate (if applicable):

  	
   

  
	
   

  
	
   

  	
   

  
	
  Address:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Address to
  which stock certificate should be delivered (if different from that above):

  	
   

  
	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Tax Identification No. or Social Security
  No.:

  	
   

  



 


 


Common Stock
to be purchased:


 


                                                                                                       
shares of Common Stock.


 


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