**Exhibit 10.15**

 

**EXECUTION COPY**

 

**AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT**

 

This REGISTRATION RIGHTS AGREEMENT (this “**Agreement**”),is amended and restated as of December 3, 2004, and entered into by and amongGramercy Capital Corp., a Maryland corporation (the “**Company**”),and SL Green Operating Partnership, L.P., a Delaware limited partnership (the “**Holder**”).  Capitalized terms not otherwise definedherein shall have the meanings ascribed to them in Section 1 hereto.

 

 

**RECITAL**

 

This AGREEMENT is made in connection with the Subscription Agreementfor the purchase of the Company’s common stock, par value $0.001 per share (the“**Common Shares**”) between the Companyand each Holder, dated the date hereof. In order to induce each Holder to purchase Common Shares, the Companyagrees to provide the registration rights provided for in this Agreement toeach Holder and its direct and indirect transferees.

 

**AGREEMENT**

 

NOW, THEREFORE, in consideration of the premises and the mutualpromises and covenants contained in this Agreement, and for other good andvaluable consideration, the receipt and sufficiency of which are herebyacknowledged, the parties hereto hereby agree as follows:

 

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

 

“**Affiliate**”  shall mean, when used with reference to aspecified Person, (i) any Person that directly or indirectly through one ormore intermediaries, Controls or is Controlled by or is under common Controlwith the specified Person; (ii) any Person who, from time to time, is a memberof the Immediate Family of a specified Person; (iii) any Person who, from timeto 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 moreof any class of equity securities or other ownership interests of the specifiedPerson, or of which the specified Person is directly or indirectly the owner of50% or more of any class of equity securities or other ownership interests.

 

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

 

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

 

“**Board**” shall mean the Board ofDirectors of the Company.

 

“**Business Day**”  shall mean each day other than a Saturday, aSunday or any other day on which banking institutions in the State of New Yorkare authorized or obligated by law or executive order to be closed.

 

“**Common Shares**” shall mean theshares of common stock of the Company, par value $0.001 per share, held byHolders from time to time.

 

“**Commission**” shall mean theSecurities and Exchange Commission and any successor thereto.

 

----

 

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

 

“**Control**” (including the terms “**Controlling**,” “**Controlledby**” and “**under common Control with**”)shall mean the possession, direct or indirect, of the power to direct or causethe direction of the management and policies of a Person through the ownershipof Voting Power, by contract or otherwise.

 

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

 

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

 

“**Holders**” shall mean SL GreenOperating Partnership, L.P., in its capacity as a holder of RegistrableSecurities, and any transferree of the Registrable Securities.  For purposes of this Agreement, the Companymay deem and treat the registered holder of a Registrable Security as eachHolder and absolute owner thereof, unless notified to the contrary in writingby the registered Holder thereof.

 

“**Person**” shall mean anyindividual, partnership, corporation, limited liability company, joint venture,association, trust, unincorporated organization or other governmental or legalentity.

 

“**Public Offering**” shall meanany offering of Registrable Securities to the public pursuant to an effective registrationstatement filed with the Commission under the Securities Act, or any comparabledocument under any similar federal statute then in force.

 

“**Registrable Securities**” shallmean the Common Shares; provided, however, such RegistrableSecurities shall cease to be Registrable Securities when (A) a registrationstatement with respect to the sale of such Registrable Securities shall havebecome effective under the Securities Act and all such Registrable Securitiesshall 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 RegistrableSecurities become eligible to be publicly sold without limitation as to amountor manner of sale pursuant to Rule 144(k) (or any successor provision) underthe Securities Act, or (D) such Registrable Securities have ceased to beoutstanding.

 

“**Registration Expenses**” shallmean (i) the fees and disbursements of counsel and independent publicaccountants for the Company incurred in connection with the Company’sperformance of or compliance with this Agreement, including the expenses of anyspecial audits or “comfort” letters required by or incident to such performanceand compliance, and any premiums and other costs of policies of insuranceobtained by the Company against liabilities arising out of the sale of anysecurities and (ii) all registration, filing and stock exchange fees, all feesand expenses of complying with securities or “blue sky” laws, all fees andexpenses of custodians, transfer agents and registrars, all printing expenses,messenger and delivery expenses; provided, however, “RegistrationExpenses” 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 effectingany sales of Registrable Securities that may be offered, which expenses shallbe borne by each Holder individually or on a *pro rata*basis with respect to the Registrable Securities so sold.

 

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

 

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

 

“**Stand-Off Period**” shall havethe meaning set forth in Section 6 hereof.

 

2

----

 

“**Voting Power**” shall meanvoting securities or other voting interests ordinarily (and apart from rightsaccruing under special circumstances) having the right to vote in the electionof board members or Persons performing substantially equivalent tasks andresponsibilities with respect to a particular entity.

 

Section 2.                    ShelfRegistrations.

 

a.               ShelfRegistration.  The Company agrees tofile with the Commission no later than August 31, 2005 and during a period oftime that the issuer of the Registrable Securities is eligible to use Form S-3(or any similar or successor form), a registration statement under theSecurities Act on Form S-3 (or any similar or successor form) for the offeringon a continuous or delayed basis in the future of the Registrable Securities(the “**Shelf Registration Statement**”), andwill use commercially reasonable efforts to cause such Shelf RegistrationStatement to be declared effective by the Commission as soon as practicablethereafter.  The Shelf RegistrationStatement shall be on an appropriate form and the registration statement andany form of prospectus included therein (or prospectus supplement relatingthereto) shall reflect the plan of distribution or method of sale as eachHolder may from time to time notify the Company.

 

b.              Effectiveness.  The Company shall use commercially reasonableefforts to keep the Shelf Registration Statement continuously effective for theperiod beginning on the date on which the Shelf Registration Statement isdeclared effective and ending on the date that all of the Registrable Securitiesregistered under the Shelf Registration Statement cease to be RegistrableSecurities.  During the period that theShelf Registration Statement is effective, the Company shall supplement or makeamendments to the Shelf Registration Statement, if required by the SecuritiesAct or if reasonably requested by each Holder (whether or not required by theform on which the securities are being registered), including to reflect anyspecific plan of distribution or method of sale, and shall use its commerciallyreasonable efforts to have such supplements and amendments declared effective,if required, as soon as practicable after filing.  Without limiting the foregoing, if there isan increase in the number of Registrable Securities and any of the RegistrableSecurities as so increased are not then registered under the Shelf RegistrationStatement (the “**Unregistered Securities**”),the Company shall promptly supplement or make amendments to the ShelfRegistration Statement or file an additional Shelf Registration Statement toregister the Unregistered Securities, and shall use its commercially reasonableefforts to have such supplements, amendments or additional Shelf RegistrationStatement declared effective, if required, as soon as practicable after filing.

 

Section 3.                    Registrationon Request.

 

a.               Request.  If, at any time after August 31, 2005, theCompany (i) is not eligible to use Form S-3 or (ii) has failed to file theShelf Registration, any Holder or the Holders (individually or collectively, asthe case may be, the “**Demand Party**”)may request in writing that the Company effect the registration under theSecurities Act of all of the Common Shares held by such Demand Party.  Any such request will specify (i) the numberof Common Shares proposed to be sold and (ii) the intended method ofdisposition thereof.  Subject to theother provisions of this Section 3, the Company shall promptly give writtennotice of such requested registration to each Holder that is not a Demand Party,and thereupon will, as expeditiously as possible, use its commerciallyreasonable efforts to effect the registration under the Securities Act of theCommon Shares which the Company has been so requested to register by the DemandParty.

 

b.              RegistrationStatement Form.  The Company shallselect the registration statement form for any registration pursuant to thisSection 3; provided, however, that if any registration requestedpursuant to this Section 3 which is proposed by the Company to be effected bythe filing of a registration statement on Form S-3 (or any successor or similarshort-form registration statement) shall be in

 

3

----

 

connection with anunderwritten public offering, and if the managing underwriter shall advise theCompany in writing that, in its opinion, the use of another form ofregistration statement is of material importance to the success of suchproposed offering, then such registration shall be effected on such other form.

 

c.               EffectiveRegistration Statement.  Aregistration requested pursuant to this Section 3 will not be deemed to havebeen effected:

 

(i)                                     unlessa registration statement with respect thereto has become effective and remainedeffective in compliance with the provisions of the Securities Act with respectto the disposition of all Common Shares covered by such registration statementuntil the earlier of (x) such time as all of such Common Shares have beendisposed of in accordance with the intended methods of disposition thereof setforth in such registration statement or (y) one-hundred-eighty (180) days afterthe effective date of such registration statement, except with respect to anyregistration statement filed pursuant to Rule 415 under the Securities Act, inwhich case the Company shall use its commercially reasonable efforts to keepsuch registration statement effective until such time as all of the CommonShares cease to be Registrable Shares; provided,  that if the failure of any such registrationstatement to become or remain effective in compliance with this Section 3 isdue solely to acts or omissions of the applicable Holders, such registrationrequested pursuant to this Section 3 will be deemed to have been effected;

 

(ii)                                  ifafter it has become effective, the registration statement is interfered with byany stop order, injunction or other order or requirement of the SEC or othergovernmental agency or authority and does not thereafter become effective; or

 

(iii)                               ifthe 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 otherHolders.

 

d.              UnderwrittenOffering. If, at the election of the Demand Party, a requested registrationpursuant to this Section 3 is to involve an underwritten offering, theinvestment banker(s), underwriter(s) and manager(s) for such registration shallbe selected by the Holders of a majority of the Common Shares which the Companyhas been requested to register; provided, however, that suchinvestment banker(s), underwriter(s) and manager(s) shall be reasonablysatisfactory to the Company.

 

e.               Priorityin Requested Registrations.  If arequested registration pursuant to this Section 3 involves an underwrittenoffering and the managing underwriter advises the Company in writing that, inits opinion, the number of securities to be included in such registration wouldbe likely to have an adverse effect on the price, timing or distribution of thesecurities to be offered in such offering as contemplated by the Holders (an “**Adverse Effect**”), then the Companyshall include in such registration Common Shares requested to be included insuch registration by the Demand Party and all other Holders of Common Sharespursuant to this Section 3 on a *pro rata* basisbased on the number of Common Shares requested to be included, to the extentthat the managing underwriter believes that such Common Shares can be sold insuch offering without having an Adverse Effect. If the managing underwriter of any underwritten offering shall advisethe Holders participating in a registration pursuant to this Section 3 that theCommon Shares covered by the registration statement cannot be sold in suchoffering within a price range acceptable to the Demand Party, then the DemandParty shall have the right to notify the Company that it has determined thatthe registration statement be abandoned or withdrawn, in which event theCompany shall abandon or withdraw such registration statement.

 

4

----

 

Section 4.                    Black-OutPeriods.

 

Notwithstanding anything herein to the contrary, the Company shall havethe right, exercisable from time to time by delivery of a notice authorized bythe Board, on not more than two occasions in any 12-month period, to requireeach Holder not to sell pursuant to a registration statement or similardocument under the Securities Act filed pursuant to this Agreement or tosuspend 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 thedate of such notice in a firm commitment underwritten public offering or if theBoard has reasonably and in good faith determined that such registration andoffering, continued effectiveness or sale would materially interfere with anymaterial transaction involving the Company; provided, however,that in no event shall the black-out period extend for more than 60 days on anysuch occasion.  The Company, as soon aspracticable, shall (i) give each Holder prompt written notice in the event thatthe Company has suspended sales of Registrable Securities pursuant to this Section3, (ii) give each Holder prompt written notice of the completion of suchoffering or material transaction and (iii) promptly file any amendmentnecessary for any registration statement or prospectus of each Holder inconnection with the completion of such event.

 

The Holder agrees by acquisition of the Registrable Securities thatupon receipt of any notice from the Company of the happening of any event ofthe kind described in this Section 3, such Holder will forthwith discontinueits disposition of Registrable Securities pursuant to the registrationstatement relating to such Registrable Securities until such Holder’s receiptof the notice of completion of such event.

 

Section 5.                    RegistrationProcedures.

 

a.               Inconnection with the filing of any registration statement as provided in thisAgreement, the Company shall, as expeditiously as reasonably practicable:

 

(i)                                     prepareand, in any event within thirty (30) days after the end of the period withinwhich a request for registration may be given to the Company, file with theCommission the requisite registration statement (including a prospectus thereinand any supplement thereto) to effect such registration and use itscommercially reasonable efforts to cause such registration statement to becomeeffective; provided, however, that before filing suchregistration statement or any amendments or supplements thereto, the Companywill furnish copies of all such documents proposed to be filed to counsel forthe sellers of Registrable Securities covered by such registration statementand provide reasonable time for such sellers and their counsel to comment uponsuch documents if so requested by a Holder;

 

(ii)                                  prepareand file with the Commission such amendments and supplements to suchregistration statement and the prospectus used in connection therewith as maybe necessary to maintain the effectiveness of such registration and to complywith the provisions of the Securities Act with respect to the disposition ofall securities covered by such registration statement during the period inwhich such registration statement is required to be kept effective;

 

(iii)                               furnishto each Holder of the securities being registered, without charge, such numberof conformed copies of such registration statement and of each such amendmentand supplement thereto (in each case including all exhibits) other than thosewhich are being incorporated into such registration statement by reference,such number of copies of the prospectus contained in such registrationstatements (including each complete prospectus and any summary prospectus) andany other prospectus filed under Rule 424 under the Securities Act in

 

5

----

 

conformity with the requirements of the SecuritiesAct, and such other documents, including documents incorporated by reference,as each Holder may reasonably request;

 

(iv)                              useits commercially reasonable efforts to register or qualify all RegistrableSecurities under such other securities or “blue sky” laws of such jurisdictionsas each Holder and the underwriters of the securities being registered, if any,shall reasonably request, to keep such registration or qualification in effectfor so long as such registration statement remains in effect, and take anyother action which may be reasonably necessary or advisable to enable eachHolder to consummate the disposition in such jurisdiction of the securitiesowned by each Holder, except that the Company shall not for any such purpose berequired to qualify generally to do business as a foreign company or toregister as a broker or dealer in any jurisdiction where it would not otherwisebe required to qualify but for this Section 4(a)(iv), or to consent to generalservice of process in any such jurisdiction, or to be subject to any materialtax obligation in any such jurisdiction where it is not then so subject;

 

(v)                                 promptlynotify each Holder at any time when the Company becomes aware that a prospectusrelating thereto is required to be delivered under the Securities Act, of thehappening of any event as a result of which the prospectus included in suchregistration statement, as then in effect, includes an untrue statement of amaterial fact or omits to state any material fact required to be stated thereinor necessary to make the statements therein not misleading in light of thecircumstances 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 asupplement to or an amendment of such prospectus as may be necessary so that,as thereafter delivered to the purchasers of such securities, such prospectusshall not include an untrue statement of a material fact or omit to state amaterial fact required to be stated therein or necessary to make the statementstherein not misleading in the light of the circumstances under which they weremade;

 

(vi)                              useits commercially reasonable efforts to comply or continue to comply in allmaterial respects with the Securities Act and the Exchange Act and with allapplicable rules and regulations of the Commission thereunder so as to enableeach Holder to sell its Registrable Securities pursuant to Rule 144 promulgatedunder the Securities Act, as further agreed to in Section 9 hereof;

 

(vii)                           makeavailable to its security holders, as soon as reasonably practicable, anearnings statement covering the period of at least 12 months, but not more than18 months, beginning with the first calendar month after the effective date ofsuch registration statement, which earnings statement shall satisfy theprovisions of Section 11(a) of the Securities Act;

 

(viii)                        providea transfer agent and registrar and a CUSIP number for all RegistrableSecurities covered by such registration statement not later than the effectivedate of such registration statement;

 

(ix)                                useits commercially reasonable efforts to cooperate with each Holder to facilitatethe timely preparation and delivery of certificates representing RegistrableSecurities to be sold and not bearing any Securities Act legend; and enablecertificates for such Registrable Securities to be issued for such number ofshares and registered in such names as each Holder may reasonably request inwriting at least two Business Days prior to any sale of Registrable Securities;

 

6

----

 

(x)                                   useits commercially reasonable efforts to list all Registrable Securities coveredby such registration statement on any securities exchange or national quotationsystem on which any such class of securities is then listed or quoted and causeto be satisfied all requirements and conditions of such securities exchange or nationalquotation system to the listing or quoting of such securities that arereasonably within the control of the Company including, without limitation,registering the applicable class of Registrable Securities under the ExchangeAct, if appropriate, and using commercially reasonable efforts to cause suchregistration to become effective pursuant to the rules of the Commission;

 

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

 

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

 

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

 

(xiv)                         adviseeach Holder, promptly after it shall receive notice or obtain knowledgethereof, of (A) the issuance of any stop order, injunction or other order orrequirement by the Commission suspending the effectiveness of such registrationstatement or the initiation or threatening of any proceeding for such purposeand use all commercially reasonable efforts to prevent the issuance of any stoporder, injunction or other order or requirement or to obtain its withdrawal ifsuch stop order, injunction or other order or requirement should be issued, (B)the suspension of the registration of the subject shares of the RegistrableSecurities in any state jurisdiction and (C) the removal of any such stoporder, injunction or other order or requirement or proceeding or the lifting ofany such suspension;

 

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

 

(xvi)                         ifsuch offering is an underwritten offering, enter into such agreements(including an underwriting agreement in such form, scope and substance as iscustomary in underwritten offerings) and take all such other appropriate andreasonable actions requested by Holders (including those reasonably requestedby the managing underwriters) in order to expedite or facilitate thedisposition of such Registrable Securities, and in such connection, (i) usecommercially reasonable efforts to obtain opinions of counsel to the Companyand updates thereof (which opinions (in such form, scope and substance) shallbe reasonably satisfactory to the managing underwriters and counsel toHolders), addressed to each Holder and each of the underwriters as to thematters customarily covered in opinions requested in underwritten offerings

 

7

----

 

and such other matters as may be reasonably requestedby such counsel and underwriters; (ii) use commercially reasonable efforts toobtain “comfort” letters and updates thereof from the independent certifiedpublic accountants of the Company (and, if necessary, any other independentcertified public accountants of any subsidiary of the Company or of anybusiness acquired by the Company for which financial statements and financialdata are, or are required to be, included in the Registration Statement),addressed to each Holder (unless such accountants shall be prohibited from soaddressing such letters by applicable standards of the accounting profession)and each of the underwriters, such letters to be in customary form and coveringmatters of the type customarily covered in “comfort” letters in connection withunderwritten offerings; and (iii) if requested and if an underwriting agreementis entered into, provide indemnification provisions and proceduressubstantially to the effect set forth in Section 6 of this Agreement withrespect to all parties to be indemnified pursuant to Section 6 of thisAgreement.  The above shall be done ateach closing under such underwriting or similar agreement, or as and to theextent required thereunder.

 

b.              Inconnection with the filing of any registration statement covering RegistrableSecurities, each Holder shall furnish in writing to the Company suchinformation regarding itself (and any of its Affiliates), the RegistrableSecurities to be sold, the intended method of distribution of such RegistrableSecurities and such other information requested by the Company as is necessaryor advisable for inclusion in the registration statement relating to suchoffering pursuant to the Securities Act. Such writing shall expressly state that it is being furnished to theCompany for use in the preparation of a registration statement, preliminaryprospectus, supplementary prospectus, final prospectus or amendment orsupplement 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 eventof the kind described in Section 4(a)(v), such Holder will forthwithdiscontinue its disposition of Registrable Securities pursuant to theregistration statement relating to such Registrable Securities until suchHolder’s receipt of the copies of the supplemented or amended prospectuscontemplated by Section 4(a)(v); (ii) upon receipt of any notice fromthe Company of the happening of any event of the kind described in clause (A)of Section 4(a)(xiv), such Holder will discontinue its disposition ofRegistrable Securities pursuant to such registration statement until suchHolder’s receipt of the notice described in clause (C) of Section 4(a)(xiv);and (iii) upon receipt of any notice from the Company of the happening of anyevent of the kind described in clause (B) of Section 4(a)(xiv), each Holder willdiscontinue its disposition of Registrable Securities pursuant to suchregistration statement in the applicable state jurisdiction(s) until suchHolder’s receipt of the notice described in clause (C) of Section 4(a)(xiv).

 

Section 6.                    Indemnification.

 

a.               Indemnificationby the Company. The Company agrees to indemnify and hold harmless eachHolder, its partners, officers, directors, trustees, stockholders, employees,agents and investment advisers, and each Person, if any, who controls eachHolder within the meaning of the Securities Act or the Exchange Act, togetherwith 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 suchindemnitees may become subject under the Securities Act, the Exchange Act, anyfederal or state law or otherwise, insofar as such losses, claims, damages,liabilities and expenses (or actions or proceedings, whether commenced orthreatened, in respect thereof) arise out of or are based upon any untruestatement or alleged untrue statement of any material fact contained in theregistration statement under which such Registrable Securities were registeredand sold under the Securities Act, any preliminary prospectus, final prospectusor summary prospectus contained therein, or

 

8

----

 

any amendment or supplementthereto, or arising out of or based upon any omission or alleged omission tostate therein a material fact required to be stated therein or necessary tomake the statements therein, in light of the circumstances under which theywere made, not misleading or any violation of the Securities Act or statesecurities laws or rules thereunder by the Company relating to any action orinaction by the Company in connection with such registration, and the Companywill reimburse each Holder for any reasonable legal or any other expensesreasonably incurred by it in connection with investigating or defending anysuch loss, claim, liability, action or proceedings; provided, however,that the Company shall not be liable in any such case to a Holder to the extentthat any such loss, claim, damage, liability (or action or proceeding inrespect thereof) or expense arises out of or is based upon an untrue statementor alleged statement or omission or alleged omission made in such registrationstatement, any such preliminary prospectus, final prospectus, summaryprospectus, amendment or supplement in reliance upon and in conformity withwritten information furnished to the Company by such Holder specificallystating 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 whocontrols each Holder within the meaning of the Securities Act or the ExchangeAct 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 suchPerson’s failure to send or give a copy of the final prospectus or supplementto the Persons asserting an untrue statement or alleged untrue statement oromission or alleged omission at or prior to the written confirmation of thesale of Registrable Securities to such Person if such statement or omission wascorrected in such final prospectus or supplement.  Such indemnity shall remain in full force andeffect regardless of any investigation made by or on behalf of each Holder orany such controlling Person and shall survive the transfer of such securitiesby each Holder.

 

b.              Indemnificationby each Holder. The Holder agrees to indemnify and hold harmless (in thesame manner and to the same extent as set forth in Section 5(a)) theCompany, each member of the Board, each officer, employee, agent and investmentadviser of the Company and each other Person, if any, who controls any of theforegoing within the meaning of the Securities Act or the Exchange Act, withrespect to any untrue statement or alleged untrue statement of a material factin or omission or alleged omission to state a material fact from suchregistration statement, any preliminary prospectus, final prospectus or summaryprospectus contained therein, or any amendment or supplement thereto, if suchuntrue statement or alleged untrue statement or omission or alleged omissionwas made in reliance upon and in conformity with written information furnishedto the Company by such Holder regarding such Holder giving such indemnificationspecifically stating that it is for use in the preparation of such registrationstatement, preliminary prospectus, final prospectus, summary prospectus,amendment or supplement.  Such indemnityshall remain in full force and effect regardless of any investigation made byor on behalf of the Company or any such Board member, officer, employee, agent,investment adviser or controlling Person and shall survive the transfer of suchsecurities by any Holder.  The obligationof a Holder to indemnify will be several and not joint, among the Holders andthe liability of each such Holder of Registrable Securities will be inproportion to and limited in all events to the net amount received by suchHolder from the sale of Registrable Securities pursuant to such registrationstatement.

 

c.               Noticesof Claims, etc.  Promptly afterreceipt by an indemnified party of notice of the commencement of any action orproceeding involving a claim referred to in the preceding paragraphs of this Section5, such indemnified party will, if a claim in respect thereof is to be madeagainst an indemnifying party, give written notice to the latter of thecommencement of such action; provided, however, that the failureof any indemnified party to give notice as provided herein shall not relievethe indemnifying party of its obligations under the preceding paragraphs ofthis Section 5, except to the extent that the indemnifying party isactually prejudiced by such failure to give notice.  In case any such action is brought against anindemnified party, unless in such indemnified party’s reasonable judgment aconflict of interest between such indemnified and indemnifying parties mayexist in respect of such claim, the indemnifying party shall be entitled toassume the defense thereof, for itself, if applicable, together

 

9

----

 

with any otherindemnified party similarly notified, and after notice from the indemnifyingparty to such indemnified party of its election so to assume the defensethereof, the indemnifying party shall not be liable to the indemnified partyfor any legal or other expenses subsequently incurred by the latter inconnection with the defense thereof.

 

d.              IndemnificationPayments.  To the extent that theindemnifying party does not assume the defense of an action brought against theindemnified party as provided in Section 5(c), the indemnified party (orparties if there is more than one) shall be entitled to the reasonable legal expensesof common counsel for the indemnified party (or parties).  In such event, however, the indemnifyingparty will not be liable for any settlement effected without the writtenconsent of such indemnifying party, which consent shall not be unreasonably withheld.  The indemnification required by this Section5 shall be made by periodic payments of the amount thereof during thecourse of an investigation or defense, as and when bills are received orexpense, loss, damage or liability is incurred. The indemnifying party shall not settle any claim without the consent ofthe indemnified party unless such settlement involves a complete release ofsuch indemnified party without any admission of liability by the indemnifiedparty.

 

e.               Contribution.  If, for any reason, the foregoing indemnityis unavailable, or is insufficient to hold harmless an indemnified party, thenthe indemnifying party shall contribute to the amount paid or payable by theindemnified party as a result of the expense, loss, damage or liability, (i) insuch proportion as is appropriate to reflect the relative fault of theindemnifying party on the one hand and the indemnified party on the other(determined by reference to, among other things, whether the untrue or allegeduntrue statement of a material fact or omission relates to information suppliedby the indemnifying party or the indemnified party and the parties’ relativeintent, knowledge, access to information and opportunity to correct or preventsuch untrue statement or omission) or (ii) if the allocation provided bysubclause (i) above is not permitted by applicable law or provides a lesser sumto the indemnified party than the amount hereinafter calculated, in theproportion as is appropriate to reflect not only the relative fault of theindemnifying party and the indemnified party, but also the relative benefitsreceived by the indemnifying party on the one hand and the indemnified party onthe other, as well as any other relevant equitable considerations.  No indemnified party guilty of fraudulentmisrepresentation (within the meaning of Section 11(f) of the Securities Act)shall be entitled to contribution from any indemnifying party who was notguilty of such fraudulent misrepresentation, and the liability for contributionof each Holder will be in proportion to and limited in all events to the netamount received by each Holder from the sale of Registrable Securities pursuantto such registration statement.

 

Section 7.                    MarketStand-Off Agreement.  The Holderhereby agrees that it shall not, to the extent requested by the Company or anunderwriter of securities of the Company, directly or indirectly sell, offer tosell (including without limitation any short sale), grant any option orotherwise transfer or dispose of any Registrable Securities (other than todonees or partners of each Holder who agree to be similarly bound) within sevendays prior to and for up to 90 days following the effective date of aregistration statement of the Company filed under the Securities Act (except theShelf Registration Statement filed for the benefit of the Holders pursuant tothis Agreement) or the date of an underwriting agreement with respect to anunderwritten public offering of the Company’s securities (the “**Stand-Off Period**”); provided, however, that:

 

a.               withrespect to the Stand-Off Period, such agreement shall not be applicable to theRegistrable Securities to be sold on each Holder’s behalf to the public in anunderwritten offering pursuant to such registration statement;

 

b.              allexecutive officers and directors of the Company then holding Common Stock ofthe Company shall enter into similar agreements; and

 

10

----

 

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

 

In order to enforce the foregoing covenant, the Company shall have theright to place restrictive legends on the certificates representing theRegistrable Securities subject to this Section 6 and to impose stop transferinstructions with respect to the Registrable Securities and such other CommonShares of each Holder (and the Common Shares or securities of every otherperson subject to the foregoing restriction) until the end of such period.

 

Once a registration statement covering the Registrable Securities iseffective, the provisions of this Section 7 shall be of no further force andeffect.

 

Section 8.                    Lock-UpAgreement.  The Company agrees(except pursuant to registration statements on Forms S-4 or S-8), if timelyrequested in writing by the underwriters in a public offering of RegistrableSecurities, not to (i) sell, offer to sell, contract or agree to sell,hypothecate, hedge, pledge, grant any option to purchase or otherwise disposeof or agree to dispose of, directly or indirectly, any Common Stock or anyother equity security of the Company (or any security convertible into orexchangeable or exercisable for any equity security of the Company) or warrantsor other rights to purchase Common Stock or any other equity security of theCompany (or any security convertible into or exchangeable or exercisable forany equity security of the Company), or file or cause to be declared effectivea registration statement under the Securities Act relating to the offer andsale of any shares of Common Stock or any other equity security of the Company(or any security convertible into or exchangeable or exercisable for any equitysecurity of the Company), or (ii) enter into any swap or other arrangement thattransfers to another, in whole or in part, any of the economic consequences ofownership of Common Stock or any other equity security of the Company (or anysecurity convertible into or exchangeable or exercisable for any equity securityof the Company), or warrants or other rights to purchase Common Stock or anyother equity security of the Company (or any security convertible into orexchangeable or exercisable for any equity security of the Company), whetherany such transaction is to be settled by delivery of such securities, in cashor otherwise, during the time period beginning 7 days prior to the effectivedate of the registration statement for Registrable Securities or, in the caseof a Shelf Registration Statement, the date of an underwriting agreement andending on the date thereafter reasonably requested by the underwriter (not toexceed 90 days thereafter), without the prior written consent of theunderwriters.

 

Section 9.                    CovenantsRelating To Rule 144.  At such timesas the Company is obligated to file reports in compliance with either Section13 or 15(d) of the Exchange Act, the Company covenants that it will file anyreports required to be filed by it under the Securities Act and the ExchangeAct and that it will take such further action as each Holder may reasonablyrequest, all to the extent required from time to time to enable each Holder tosell Registrable Securities without registration under the Securities Actwithin the limitation of the exemptions provided by (a) Rule 144 under theSecurities Act, as such rule may be amended from time to time or (b) anysimilar rule or regulation hereafter adopted by the Commission.  Upon the request of each Holder, the Companywill deliver to each Holder a written statement as to whether it has compliedwith such requirements.

 

Section 10.              Miscellaneous.

 

a.               Termination;Survival.  The rights of each Holderunder this Agreement shall terminate upon the date that all of the RegistrableSecurities held by each Holder may be sold during any three-month period in asingle transaction or series of transactions without volume limitations underRule 144 (or any successor provision) under the Securities Act.  Notwithstanding the foregoing, the obligations

 

11

----

 

of the parties underSection 5 and paragraphs (d), (e) and (g) of this Section 10 shall survive thetermination of this Agreement.

 

b.              Expenses.  All Registration Expenses incurred inconnection with any Shelf Registration Statement (including any prospectus orprospectus supplement) prepared and/or filed pursuant to this Agreement shallbe borne by the Company, whether or not any registration statement relatedthereto becomes effective.

 

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

 

d.              ApplicableLaw; Jurisdiction.  This Agreementshall be governed by and construed in accordance with the laws of the State ofNew York.  The parties consent to theexclusive jurisdiction of the United States District Court for the SouthernDistrict of New York in connection with any civil action concerning anycontroversy, dispute or claim arising out of or relating to this Agreement, orany other agreement contemplated by, or otherwise with respect to, thisAgreement or the breach hereof, unless such court would not have subject matterjurisdiction thereof, in which event the parties consent to the jurisdiction ofthe State of New York.  The partieshereby waive and agree not to assert in any litigation concerning thisAgreement the doctrine of *forum non conveniens*.

 

e.               WaiverOf Jury Trial.  THE PARTIES HERETOHEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTIONOR PROCEEDING RELATING TO THIS AGREEMENT AND FOR ANY COUNTERCLAIM THEREIN.

 

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

 

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

 
| If to each Holder: |   | SL Green Operating  Partnership, L.P.  420 Lexington Avenue  New York, New York 10170  Attn: Andrew S. Levine |
|--------------------|--------|---------------------------------------------------------------------------------------------------------------|

 

12

----

 
| 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: Robert E. King Jr.  Facsimile: 212-878-8375 |

 

h.              Successorsand Assigns.  This Agreement shallinure to the benefit of and be binding upon the successors and permittedassigns of each of the parties and shall inure to the benefit of eachHolder.  The Company may assign itsrights or obligations hereunder to any successor to the Company’s business orwith the prior written consent of each Holder. Notwithstanding the foregoing, no assignee of the Company shall have anyof the rights granted under this Agreement until such assignee shall acknowledgeits rights and obligations hereunder by a signed written agreement pursuant towhich such assignee accepts such rights and obligations.  Each Holder may assign its rights orobligations hereunder in whole or in part in connection with the transfer, saleor other disposition of its Common Shares so long as such assignee shallacknowledge its rights and obligations hereunder by a signed written agreementpursuant to which such assignee accepts such rights and obligations, upon whichassignee shall be deemed to be a “Holder” for all purposes hereunder.

 

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

 

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

 

k.               Interpretation;Absence Of Presumption.  For thepurposes hereof, (i) words in the singular shall be held to include the pluraland vice versa and words of one gender shall be held to include the othergender as the context requires, (ii) the terms “hereof,” “herein,” and “herewith”and words of similar import shall, unless otherwise stated, be construed torefer to this Agreement as a whole and not to any particular provision of thisAgreement, 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 thisAgreement shall mean “including, without limitation,” unless the contextotherwise requires or unless otherwise specified, (iv) the word “or” shall notbe exclusive and (v) provisions shall apply, when appropriate, to successiveevents and transactions.

 

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

 

13

----

 

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

 

m.            SpecificPerformance; Other Rights.  Theparties recognize that various other rights rendered under this Agreement areunique and, accordingly, the parties shall, in addition to such other remediesas may be available to them at law or in equity, have the right to enforce therights under this Agreement by actions for injunctive relief and specificperformance.

 

n.              FurtherAssurances.  In connection with thisAgreement, as well as all transactions and covenants contemplated by thisAgreement, each party hereto agrees to execute and deliver or cause to beexecuted and delivered such additional documents and instruments and to performor cause to be performed such additional acts as may be necessary orappropriate to effectuate, carry out and perform all of the terms, provisionsand conditions of this Agreement and all such transactions and covenantscontemplated by this Agreement.

 

o.              NoWaiver.  The waiver of any breach ofany term or condition of this Agreement shall not operate as a waiver of anyother breach of such term or condition or of any other term or condition, norshall any failure to enforce any provision hereof operate as a waiver of suchprovision or of any other provision hereof.

 

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

 
|       | **GRAMERCY CAPITAL CORP.**          |   |
|------------|-------------------------------------|--------|
|       | a Maryland corporation              |   |
|       |                                |   |   |
|       |                                |   |   |
|       | By:                                 |   |   |
|       | Name:                               |   |   |
|       | Title:                              |   |   |
|       |                                |   |   |
| ** ** | **HOLDER**                          |   |
|       |                                |   |   |
|       | **SL GREEN OPERATING PARTNERSHIP,** |
|       | a Delaware limited partnership      |   |
|       |                                |   |   |
|       |                                |   |   |
|       | By:                                 |   |   |
|       | Name:                               |   |   |
|       | Title:                              |   |   |
|            |                                     |        |  |  |  |  |  |

 

14

----