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Assignment And Assumption Agreement

Assignment and Assumption Agreement

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 This Assignment and Assumption Agreement involves

GRAMERCY PROPERTY TRUST | Gramercy Property Trust Inc | Gramercy, GPT Property Trust LP | Gramercy, New Gramercy and Columbus Merger Sub, LLC | Morgan Stanley Co LLC | Operating Partnership

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Title: ASSIGNMENT AND ASSUMPTION AGREEMENT
Governing Law: New York     Date: 12/18/2015

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EXHIBIT 10.4

 

EXECUTION VERSION

 

ASSIGNMENT AND ASSUMPTION AGREEMENT

 

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (the “ Agreement ”) is made and entered into as of this 17th day of December, 2015 by and between Gramercy Property Trust Inc., a Maryland corporation (“ Gramercy ”), and Gramercy Property Trust (formerly known as Chamber Street Properties), a Maryland real estate investment trust (“ New Gramercy ”).

 

BACKGROUND

 

Gramercy and New Gramercy are parties to that certain Agreement and Plan of Merger, dated as of July 1, 2015, as amended November 23, 2015 and December 7, 2015 (the “ Merger Agreement ”), by and among Gramercy, New Gramercy and Columbus Merger Sub, LLC, a Maryland limited liability company and a wholly owned subsidiary of New Gramercy (“ Merger Sub ”) pursuant to which Gramercy will merge with and into Merger Sub and Merger Sub will continue as the surviving entity and successor to Gramercy (the “ Merger ”). Immediately following the effective time of the Merger, New Gramercy will change its name to “Gramercy Property Trust.”

 

Gramercy is a party to that certain Registration Rights Agreement, dated as of March 24, 2014 (the “ Registration Rights Agreement ”), by and among Gramercy, GPT Property Trust LP (the “ Operating Partnership ”) and Morgan Stanley & Co. LLC, entered into for the bene


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