UNITED STATESSECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

For the fiscal year ended December 31, 2015or

For the transition period from . to .Commission File No. 1-35933

GRAMERCY PROPERTY TRUST(Exact name of registrant as specified in its charter)

Chambers Street Properties47 Hulfish Street, Suite 210, Princeton, New Jersey 08542

(Former name, former address and former fiscal year, if changed since last report)

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes � No �Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes � No �Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the

preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90days. Yes � No �

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to besubmitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit and post such files). Yes � No �

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of theregistrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. �

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a small reporting company. See the definitionsof “large accelerated filer,” “accelerated filer” and “small reporting company” in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes � No �As of February 25, 2016, the Registrant had 421,011,239 common shares outstanding. The aggregate market value of common shares held by non-affiliates of the

registrant (235,498,633 shares) at June 30, 2015, was $1,872,214,132. The aggregate market value was calculated by using the closing price of the common shares as ofthat date on the New York Stock Exchange, which was $7.95 per share.

DOCUMENTS INCORPORATED BY REFERENCEPortions of the Registrant’s Definitive Proxy Statement for its 2016 Annual Meeting of Shareholders expected to be filed within 120 days after the close of the registrant’s fiscal year are incorporated by reference into Part III of this Annual Report on Form 10-K.

Toggle SGML Header (+)

Section 1: 10-K (10-K)

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934

Maryland 56-2466617

(State or other jurisdictionincorporation or organization)

(I.R.S. Employer ofIdentification No.)

521 5th Avenue, 30th Floor, New York, NY 10175(Address of principal executive offices – zip code)

(212) 297-1000 (Registrant’s telephone number, including area code)

Title of Each Class Name of Each Exchange on Which Registered

Common Shares, $0.01 Par ValueSeries A Cumulative RedeemablePreferred Shares, $0.01 Par Value

New York Stock Exchange

New York Stock Exchange

Large accelerated filer � Accelerated filer � Non-accelerated filer � Smaller reporting company �

(Do not check if a smaller reporting company)

GRAMERCY PROPERTY TRUST(F/K/A CHAMBERS STREET PROPERTIES)

FORM 10-K

TABLE OF CONTENTS

10-K PART AND ITEM NO.

2

Page

PART I

1. Business 3

1A. Risk Factors 16

1B. Unresolved Staff Comments 34

2. Properties 35

3. Legal Proceedings 46

4. Mine Safety Disclosures 47

PART II

5. Market for Registrant’s Common Equity, Related Shareholders Matters and Issuer Purchases of Equity Securities 48

6. Selected Financial Data 51

7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 54

7A. Quantitative and Qualitative Disclosures About Market Risk 91

8. Financial Statements and Supplementary Data 94

9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 181

9A. Controls and Procedures 181

9B. Other Information 181

PART III

10. Trustees, Executive Officers and Corporate Governance of the Registrant 182

11. Executive Compensation 182

12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters 182

13. Certain Relationships and Related Transactions and Trustee Independence 182

14. Principal Accounting Fees and Services 183

PART IV

15. Exhibits, Financial Statements and Schedules 183

Signatures 191

Part I

General

Gramercy Property Trust, or the Company or Gramercy, a Maryland real estate investment trust, or REIT, is a leading global investor and asset manager ofcommercial real estate. We specialize in acquiring and managing single-tenant, net leased industrial, office, and specialty properties. We focus on income producingproperties leased to high quality tenants in major markets in the United States and Europe.

We earn revenues primarily through three sources: (i) rental revenues on properties that we own in the United States, (ii) asset management revenues on propertiesowned by third parties in the United States and Europe and (iii) pro-rata rental revenues on our unconsolidated equity investments in the United States, Europe, and Asia.

As of December 31, 2015, our wholly-owned portfolio had the following characteristics:

As of December 31, 2015, our unconsolidated equity investment portfolio of industrial and office properties comprised of an aggregate 16.7 million rentable squarefeet with an average base rent per square foot of $10.69 (based on annual base rent).

Significant 2015 Activities

Merger of Chambers and Legacy Gramercy

On December 17, 2015, Chambers Street Properties, or Chambers, a Maryland REIT, completed a merger, or the Merger, with Gramercy Property Trust Inc., orLegacy Gramercy, a Maryland corporation, pursuant to which Legacy Gramercy shareholders received 3.1898 common shares of beneficial interest of Chambers for eachshare of common stock of Legacy Gramercy held. Following the Merger, Chambers changed its name to “Gramercy Property Trust” and began trading on the New York Stock Exchange, or NYSE, using the “GPT” stock symbol. Legacy Gramercy’s executive management team manages the combined company.

In the Merger, Chambers was the legal acquirer but Legacy Gramercy was determined to be the “accounting acquirer” for financial reporting purposes. Thus, the financial information set forth herein reflects the results of Legacy Gramercy only through December 17, 2015 and 14 days of combined company results following theMerger closing. For this reason, period to period comparisons may not be meaningful.

3

ITEM 1. BUSINESS

• 98% occupancy;

• A weighted average remaining lease term of 7.54 years (based on annual base rent);

• 42% investment grade tenancy (based on annual base rent);

• Industrial portfolio comprised of 32.9 million aggregate rentable square feet with an average base rent per square foot of $5.46 (based on annual base rent);

• Office portfolio comprised of 12.0 million aggregate rentable square feet with an average base rent per square foot of $20.28 (based on annual base rent);

• Specialty industrial portfolio of 14 properties comprised of 676 thousand aggregate rentable square feet of building space that we lease to truckingcompanies, a car auction services company, a bus depot, a rental car company, and salvage yards;

• Specialty retail portfolio comprised of 1.2 million aggregate rentable square feet with an average base rent per square foot of $15.08 (based on annual baserent);

• Data center portfolio comprised of 228 thousand aggregate rentable square feet with an average base rent per square foot of $30.50 (based on annual baserent); and

• Top five tenants by annualized base rent include Bank of America, N.A. (8%), Healthy Way of Life II, LLC (d.b.a Life Time Fitness) (4%), RaytheonCompany (3%), Amazon.com, Inc. (2%), and JPMorgan Chase Bank, N.A. (2%). Each of the top five tenant leases is guaranteed by the respective tenant’s parent company.

The Merger enabled us to accelerate the achievement of many of our strategic goals including:

In addition to the Merger, we also achieved a number of milestones with our operating activities:

Expanded High-Quality Net Leased Portfolio

Developed European Operations

Corporate Structure

We were formed as a Maryland REIT in March 2004 and commenced operations in July 2004 following an initial private placement of our common shares. InMay 2013, we listed our common shares on the NYSE under the symbol “CSG.” Following the Merger in December 2015, we changed our NYSE trading symbol to“GPT.”

Our operating partnership, GPT Operating Partnership LP, or the Operating Partnership, indirectly owns (i) all of our consolidated real estate investments, (ii) ourinterests in unconsolidated investments and (iii) the entities, primarily a taxable REIT subsidiary, or TRS, that conduct our third-party asset management operations. We are the sole general partner and 100% owner of the Operating Partnership. The Operating Partnership is the 100% owner of all of its direct and indirect subsidiaries,except that as of December 31, 2015 third-party holders of limited partnership interests in Legacy Gramercy’s operating partnership, the entity that owns substantially all of Legacy Gramercy’s assets and investments, owned approximately 0.33% of the beneficial interests of the Company.

4

• Increased size and scale with the addition of 104 wholly-owned properties, including 60 industrial properties and 44 office properties, which comprise an aggregate 25.0 million square feet and the addition of four unconsolidated equity investments, through which we own interests in 27 properties which comprise an aggregate 16.7 million square feet in the United States, Europe and Asia;

• Broader tenant diversification with largest tenant representing approximately eight percent of annualized base rent and the top ten tenants representing lessthan 28% of total annualized base rent;

• Broader geographic footprint and diversity in attractive markets;

• Achieved investment grade credit ratings of Baa3 from Moody’s Investors Service and BBB- from Standard and Poor’s Ratings Service, both ratings with a stable outlook;

• Improved access to financing including a new $850.0 million senior unsecured revolving credit facility, $300.0 million three-year term loan, $750.0 million five-year unsecured term loan, and $175.0 million seven-year unsecured term loan;

• Access to the bond market including a private placement of $150.0 million in senior unsecured notes with a fixed interest rate of 4.97% and maturity in December 2024;

• Lower operating cost structure on a combined basis;

• Facilitates the expansion of our Gramercy Property Europe plc, or Gramercy European Property Fund platform;

• Increased liquidity for shareholders due to the increased equity capitalization of the company and a larger shareholder base;

• In 2015, we acquired 54 properties aggregating approximately 8.8 million square feet in 21 separate transactions for a total purchase price of approximately$1.1 billion, excluding the acquisition of 104 properties in connection with the Merger with Chambers, which is described further in Note 3 of theaccompanying financial statements.

• In 2015, we sold seven properties aggregating approximately 398 thousand square feet for net proceeds of approximately $85.5 million.

• In 2015, through the Gramercy European Property Fund, a private real estate investment fund we formed in December 2014 with several equity investmentpartners that targets single-tenant industrial, office and specialty retail assets throughout Europe, we acquired 12 properties in Europe aggregating approximately 3.5 million square feet in eight separate transactions for a total purchase price of approximately $243.0 million, of which our pro-rata share represented approximately $48.1 million. As of December 31, 2015, our total funding to Europe was $25.7 million.

We have elected to be taxed as a REIT under the Internal Revenue Code of 1986, as amended, or the Internal Revenue Code, and generally will not be subject to U.S. federal income taxes to the extent we timely distribute our taxable income, if any, to our shareholders. We have in the past established, and may in the future establish,TRSs, to effect various taxable transactions. Those TRSs would incur U.S. federal, state and local taxes on the taxable income from their activities.

Unless the context requires otherwise, all references to “Company,” “Gramercy,” “we,” “our” and “us” mean Legacy Gramercy and one or more of its subsidiaries forperiods prior to the Merger closing and Gramercy Property Trust and one or more of its subsidiaries for periods following the Merger closing.

Our Investment Strategy – United States

We seek to acquire and manage a diversified portfolio of high quality net leased properties that generates stable, predictable cash flows and protects investor capitalover a long investment horizon. We expect that the majority of these properties will be leased to a single tenant. Under a net lease, the tenant typically bears theresponsibility for all property-related expenses such as real estate taxes, insurance, and repair and maintenance costs. We believe this lease structure provides an ownercash flows over the term of the lease that are more stable and predictable than other forms of leases and minimizes the ongoing capital expenditures often required withother property types.

We approach the net leased market as a value investor, looking to identify and acquire net leased properties that we believe offer attractive risk adjusted returnsthroughout market cycles. We focus primarily on industrial and office properties, where we believe attractive investment opportunities currently exist. We focus onacquiring assets in major markets where strong demographic and economic growth offer, in our view, a higher probability of producing long-term rent growth and/or capital appreciation. Our goal is to continue to grow our existing portfolio and become a preeminent owner of net leased commercial industrial and office properties.

We believe that within the net leased industry, industrial and office investments offer a fundamentally different opportunity from the market for net leased retail assets.Industrial and office assets tend to be heterogeneous, and valuation is frequently influenced by local real estate market conditions and tenant preferences. In our view, theskillset required to properly underwrite industrial and office assets is specific to those assets and can be used to generate significant investment outperformance. We alsobelieve that well-located industrial and office assets are better positioned to experience rent growth in an inflationary environment and asset price appreciation than singletenant retail assets.

5

Focus on Industrial Properties

Our strategy is to focus primarily on industrial properties and to pursue office properties on a more opportunistic basis. We believe industrial properties offer the mostcompelling risk adjusted returns in the net leased marketplace today. In our experience, industrial assets have more stable tenancy and a more direct and criticalrelationship to the tenant’s underlying operations. Industrial assets also have lower carrying costs when vacant, lower re-leasing costs to replace tenants and lower ongoing capital requirements during the period of ownership.

We do not plan to focus on net leased retail assets. We believe that there are many large, well-capitalized net leased REITs that currently focus on retail assets and webelieve that the market for these assets is currently the most competitive within the overall net leased marketplace. In addition, retail leases typically have minimal rentincreases, and many renewal options at fixed rents, which gives the tenant much of the benefit of any market or rent appreciation through an increase in the leaseholdvalue of the asset. If specific opportunities arise or market conditions warrant, we may revisit this approach to net leased retail assets in the future.

Focus on Reducing Office Exposure and Repositioning the Portfolio

Subsequent to the merger with Chambers, we plan to reduce overall exposure to office properties through the disposition of select single and multi-tenant office assets. We expect to reinvest those proceeds into target industrial and to a lesser extent, specialty assets. Our current goal is to reduce office exposure to less than 25% asmeasured by portfolio annual base rent.

Focus on Real Estate Fundamentals

We have observed that the net leased investing marketplace has evolved from a primarily credit-focused strategy with bond type net leased structures, long lease terms,and bargain renewal options to one in which net leased investors face many of the same operational and market risks as other real estate investors. For this reason, webelieve that real estate underwriting is an important aspect of our investment process. We believe that traditional real estate fundamentals will be the primary driver ofinvestment performance in the net leased market for the foreseeable future, in contrast to the past practices where long lease terms and tenant credit quality were theprimary drivers.

Target Markets with Attractive Characteristics — We plan to concentrate our investment activity in select target markets with the following characteristics: highquality infrastructure, diversified local economies with multiple economic drivers, strong demographics, pro-business local governments and high quality local labor pools. We believe that these markets offer a higher probability of producing long-term rent growth and/or capital appreciation. As of December 31, 2015, approximately 88% of our portfolio (based on annual base rent) is located in our target markets.

Properties with Contract Rents that are Competitive with Market Rents — We target properties with contract rents that are competitive with rents for similar propertiesin the market as a way to reduce the volatility of cash flows that can occur upon the expiration of a lease.

Properties with Long Lease Terms —We generally target properties that have between five and 20 years of non-cancelable lease terms. We believe that longer lease terms provide more stable cash flows, are less susceptible to short term changes in market conditions and require less capital expenditures to maintain tenancy.

Core Properties Acquired at Above Market Yields Due to Some Market Inefficiency — We seek opportunities to acquire core properties at attractive prices due to amispricing of credit or real estate risk, or a misunderstanding of the nature of the investment that may limit the competitive environment.

Complex Legacy Net Leased Portfolios — We seek opportunities to acquire legacy net leased portfolios that through asset sales, lease restructurings and other value-add activities can be transformed into high quality net leased portfolios.

Target Mission Critical Non-Traditional Net Leased Properties

We target specialized properties that fall outside many traditional institutional investor parameters, but offer unique utility to a tenant or an industry and can thereforebe acquired at attractive yields relative to the underlying risk. We look for properties that are difficult or costly to replicate due to a specific location, special zoning,unique physical attributes, below market rents or a significant tenant investment in the facility, all of which contribute to a higher probability of tenant renewals. Examplesof specialized properties include cross-dock truck terminals, cold storage facilities, parking facilities, air-freight facilities, steel distribution facilities, properties with highparking requirements and other mission critical facilities. We purchase specialized corporate real estate if we believe the property is critical to the ongoing operations ofthe tenant and the profitable continuation of its business. We believe that the profitability of the operations and the relative difficulty in replicating or moving operationsreflect the importance of the property to the tenant’s business.

6

Target Transactions Where We Have a Competitive Advantage

Individual Properties — We seek to acquire individual properties having a purchase price between $10.0 million and $100.0 million. We target properties of this sizebecause we find in the current environment that there is less competition from larger institutions who generally look for larger properties and larger portfolios. We have anasset management team of significant scale that has significant experience negotiating, underwriting and acquiring these types of properties, which we believe gives us acompetitive advantage over many local and regional investors that typically compete for these acquisitions.

Sale Leasebacks — We believe our management team is among the most experienced and well known in the sale leaseback industry, with long-standing contacts and reputations among bankers, advisors and private equity firms. We believe that we can source and effectively compete on sale leaseback transactions and believe that therewill be an increasing number of such opportunities due to still extensive holdings of commercial real estate on corporate balance sheets, financial metrics whichdiscourage such ownership and the relative attractiveness of the capital that we and others in the sale leaseback industry can offer.

Build-to-Suits — Our management team has extensive experience in build-to-suit transactions whereby we provide construction funding for a property that weacquired or will ultimately acquire. In a build-to-suit transaction, we generally pre-lease all or substantially all of the property to a single tenant under a long-term lease. We believe there is less competition for such investments due to investors’ relative lack of experience with such investments, the difficulties in obtaining inexpensiveasset level financing and a lack of a mandate to make such investments.

Portfolios — We believe there may be opportunities to purchase portfolios of properties from existing owners who are either investor owners or corporations thatoccupy their properties. We believe that we will have the opportunity to purchase portfolios in exchange for cash, our common shares, units of limited partnership interestin our Operating Partnership or a combination thereof. The market for large portfolios is currently very competitive with many well-capitalized buyers actively bidding for these portfolios and we expect this market to remain competitive for the foreseeable future.

Target Investments that Maximize Growth Potential

Opportunities to Extend Leases through Expansions or Capital Investments — We focus on net leased investment properties where, in our view, there is the potentialto invest incremental capital to accommodate a tenant’s business, extend lease terms and increase the value of a property. We believe these opportunities can generateattractive returns due to the nature of the relationship between the landlord and tenant.

Assets with Cycle-Low Rent Levels — We focus on industrial and office properties with rents that we believe are competitive with market rents. These rents havetypically resulted in a lease-up of vacant space or a lease renewal completed following the financial crisis. We believe that the net leased marketplace does not properlydifferentiate and price these properties and that these investment opportunities can generate growth in income and residual value over time as the U.S. economy improves.

Long-term Appreciation Opportunities — We believe there are opportunities to acquire properties with longer term leases that provide current cash flow for the termof the lease and that, if correctly identified, have the potential upon lease expiration for a higher and better use that may provide capital appreciation over the long-run.

Focus on Risk Management

Underwrite and Structure Investments to Protect Downside and Preserve Cash Flows — We seek to invest in properties that have steady, predictable cash flowthrough: (a) long-term, well-structured leases, (b) high leasehold value for tenants, and (c) a high likelihood of renewal. We further seek to protect our investment bypurchasing properties at prices at or below estimated replacement cost.

Utilize Portfolio Diversification — We seek to diversify our portfolio by property type, tenant credit, geography and tenant industry. As of December 31, 2015, our largest tenant was Bank of America, N.A., which accounted for approximately 8% of our annualized base rent revenue as of December 31, 2015. As we grow, we expect to further diversify our portfolio.

Actively Manage the Portfolio to Maximize Tenant Retention and Minimize Vacancy — We believe there are opportunities within our portfolio to extend lease termsthrough property expansions or tenant improvement investments funded by us.

7

Our Investment Strategy – Europe

We believe that the net leased, single-tenant investment strategy is among the most scalable and transferable across geographies of any property investment strategy.Gramercy Europe Asset Management and Gramercy European Property Fund employ a similar investment strategy to our United States’ operations. In addition to investing in industrial and office properties, we are also focused on purchasing single-tenant specialty retail properties. We believe that the risk-return profiles of single-tenant retail properties in certain markets in Europe are superior to single-tenant retail opportunities available in the United States. Gramercy has a fully integratedpresence in Europe, including investment personnel and asset management capability, as well as all support functions through our team based in London.

Leases

The following provides information regarding the various types of leases that we utilize in our operations.

Triple net lease. In our triple net leases, the tenant is responsible for all aspects of and costs related to the property and its operation during the lease term. The landlordmay have responsibility under the lease to perform or pay for certain capital repairs or replacements to the roof, structure or certain building systems, such as heating andair conditioning and fire suppression. In some instances the tenant may reimburse the landlord for capital repairs or replacements on an amortized basis. The tenant mayhave the right to terminate the lease or abate rent due to a major casualty or condemnation affecting a significant portion of the property or due to the landlord’s failure to perform its obligations under the lease. Substantially all of our wholly-owned industrial and specialty asset properties are leased pursuant to triple net leases.

Modified gross lease. In our modified gross leases, the landlord is responsible for some property related expenses during the lease term, but the cost of most of theexpenses is passed through to the tenant for reimbursement to the landlord. The tenant may have the right to terminate the lease or abate rent due to a major casualty orcondemnation affecting a significant portion of the property or due to the landlord’s failure to perform its obligations under the lease. The Bank of America master leasefor the Bank of America Portfolio is a modified gross lease.

Gross lease. In our gross leases, the landlord is responsible for all aspects of and costs related to the property and its operation during the lease term. The tenant mayhave the right to terminate the lease or abate rent due to a major casualty or condemnation affecting a significant portion of the property or due to the landlord’s failure to perform its obligations under the lease. As of December 31, 2015, gross leases in our portfolio represented less than one percent of our total contractual base rent.

Escalations/Renewals. Our leases may be subject to varying provisions regarding rent escalations and renewals. The properties within our Bank of America Portfoliotypically have 1.5% rent increases every five years and six tenant renewal options of five years each. Our remaining leases have rent escalation and renewal options thatvary in amount and duration.

Our Competitive Strengths

We believe that we distinguish ourselves from other net leased companies through the following competitive strengths:

• Focused and Disciplined Investment Strategy

8

• Management Team with Extensive Specialized Net Lease Expertise

◦ Since July 2012 we have been led by Gordon F. DuGan, our Chief Executive Officer, Benjamin P. Harris, our President, and Nicholas L. Pell, ourManaging Director - Head of Investments, with a combined greater than 50 years of real estate experience.

◦ Our eight senior officers have an average of approximately 20 years of real estate experience.

• Demonstrated Track Record

◦ We grew our shareholder equity from a deficit of approximately $352.3 million as of July 1, 2012 to approximately equity of $2.9 billion as of December31, 2015.

◦ During the same period, we sourced and acquired (directly or in unconsolidated equity investments) approximately $5.6 billion in net leased investments.

◦ During the same period, we marketed and sold for our company and third parties 399 non-core properties for an aggregate gross sale price of approximately $1.4 billion.

◦ During the same period, we outperformed the Standard & Poor’s 500 Composite Index and the NAREIT All REIT Index by 89% and 99%, respectively.

◦ We are uniquely focused on acquiring well-positioned net leased industrial and office properties.

• Strong, Long-Standing Industry Relationships

• Full Service Asset Management Platform

• Ability to Move Fast

Our Investment Process – United States

Sourcing and Initial Review

We utilize relationships with various real estate owners, real estate advisors and intermediaries, developers, investment and commercial banks, private equity sponsors,and other potential deal sources to identify a broad pipeline of investment opportunities. Our investment team actively reviews this pipeline and identifies a subset ofproperties that meet our investment criteria. Our initial review includes an evaluation of the credit of the tenant, the criticality of the property, an evaluation of the marketand submarket where the property is located, the location, age, functionality and marketability of the property, the lease structure and how contract rents relate to rents forsimilar buildings in the submarket, the replacement cost for a similar asset, the expected returns and pricing, and other factors that go into the overall evaluation of theinvestment opportunity. Our management team actively looks to source proprietary investment opportunities that are not being generally marketed for sale.

Underwriting and Analysis

As part of a potential property acquisition, we evaluate the creditworthiness of the tenant and the tenant’s ability to generate sufficient cash flow to make payments tous pursuant to the lease. We evaluate each potential tenant for its creditworthiness, considering factors such as the tenant’s rating by a national credit rating agency, if any, management experience, industry position and fundamentals, operating history and capital structure. We may also conduct interviews with management and owners of thetenant and/or its affiliates as a part of this process. The creditworthiness of a tenant is determined on a tenant-by-tenant and case-by-case basis. Therefore, general standards for creditworthiness cannot be applied.

Due Diligence Review

We perform a due diligence review with respect to each potential property acquisition, such as evaluating the physical condition, evaluating compliance with zoningand site requirements, as well as completing an environmental site assessment in an attempt to determine potential environmental liabilities associated with a propertyprior to its acquisition, although there can be no assurance that hazardous substances or wastes (as defined by present or future federal or state laws or regulations) will notbe discovered on the property after we acquire it.

We review the structural soundness of the improvements on the property and typically engage a structural engineer to review all aspects of the structures in order todetermine the longevity of each building on the property. This review normally also includes the components of each building, such as the roof, the electrical wiring, theheating and air-conditioning system, the plumbing, parking lot and various other aspects such as compliance with federal, state and local building codes.

9

◦ Our target markets consist of Metropolitan Statistical Areas, or MSAs, that have strong demographics and business-friendly environments, among other things.

◦ Our quantitative underwriting model allows us to evaluate opportunities from a risk/return perspective.

◦ Our management team has cultivated relationships with various constituents in the net leased market for over two decades.

◦ We believe our management team’s experience in the sale leaseback space may result in our receiving a “first-call” from numerous companies, advisors, brokers and private equity firms interested in possible sale leaseback transactions.

◦ We operate a full service property management and asset management platform that we utilize to actively manage our portfolio. We believe that this in-house expertise and capability gives us a competitive advantage in managing our portfolio and taking advantage of opportunities to extend leases, improveassets, mitigate losses in tenant defaults and non-renewals and invest incremental capital into the portfolio at attractive returns.

◦ We believe we have established a reputation for closing transactions quickly and efficiently.

◦ Our due diligence and closing group have extensive experience in closing transactions.

◦ Our $850.0 million senior unsecured revolving credit facility, our $1.3 billion aggregate senior unsecured term loans, our senior unsecured notes, and othersources of capital allow us to purchase properties for cash instead of with property-specific borrowings, such as mortgages, which can add to the time itwould otherwise take to close on an acquisition.

We physically inspect the real estate and surrounding area as part of our process for determining the value of the real estate. We may supplement our valuation with areal estate appraisal. When appropriate, we may also engage experts to undertake some or all of the due diligence efforts described above.

Investment Policy

All real estate investments, dispositions and financings must be approved by a credit committee consisting of our most senior officers, including the affirmativeapproval of our Chief Executive Officer. Real estate investments and dispositions at a loss (based on book value at the time of sale) having a transaction value greater than$30.0 million must also be approved by the investment committee of our board of trustees. Our board of trustees must approve all such transactions having a value of$100.0 million or more. Additionally, the investment committee must approve non-recourse financings greater than $30.0 million and our board of trustees must approveall recourse financings, regardless of amount, and non-recourse financings of $100.0 million or more and all related-party transactions, regardless of amount. For purposes of approval thresholds, unconsolidated equity investments are calculated using our allocated portion of the price of the asset or amount of the financing.

We generally intend to hold the investment properties we acquire for an extended period. However, circumstances might arise which could result in the early sale ofsome properties. We also may acquire a portfolio of properties with the intention of holding only a core group of properties and disposing of the remainder of the portfolioin single or multiple sales. The determination of whether a particular property should be sold or otherwise disposed of will be made after consideration of all relevantfactors, including prevailing economic conditions, with a view to achieving maximum capital appreciation. The selling price of a property will depend on many of thesame factors identified above with respect to our investment process for acquisitions.

We may use TRSs to acquire, hold, or dispose of property, including assets that may not be deemed to be REIT-qualified assets. Taxes paid by such entity will reduce the cash available to us to fund our continuing operations and cash available for distributions to our shareholders.

Some of our investments have been made and may continue to be made through unconsolidated equity investments, which permit us to own interests in larger properties or portfolios without restricting the diversity of our portfolio. We will not enter into an unconsolidated equity investment to make an investment that we would not otherwise purchase on our own under our existing investment policies. As of December 31, 2015, we have investments in seven unconsolidated equity investments.Our unconsolidated equity investments consists of the following: (1) 80% interest in a portfolio of 13 office and industrial properties in the United States which aremanaged by Duke Realty, our joint venture partner, or the Duke Joint Venture, (2) 80% interest in a portfolio of nine industrial properties in Europe which are managedby Goodman Group, our joint venture partner, or the Goodman Europe Joint Venture, (3) 80% interest in a portfolio of three industrial properties in the United Kingdomwhich are managed by the Goodman, our joint venture partner, or the Goodman UK Joint Venture, (4) 20% interest in the Gramercy European Property Fund whichinvests in industrial, office and specialty retail assets throughout Europe and owns a portfolio of 12 properties, (5) 50% interest in an office property located inMorristown, New Jersey, which is undergoing construction for improvements or the Morristown Joint Venture, (6) 5.07% interest in a portfolio of two properties in Asiawhich are managed by CBRE Investors SP Asia II, LLC, our joint venture partner, or CBRE Strategic Partners Asia II, and (7) 25% interest in an office located inSomerset, New Jersey which is 100% net leased to Philips Holdings, USA Inc., a wholly-owned subsidiary of Royal Philips Electronics, through December 2021, or thePhilips Joint Venture.

Use of Leverage

In addition to cash on hand and cash from operations, we anticipate using funds from various sources to finance our acquisitions and operations, including public andprivate debt and equity issuances, unsecured bank credit facilities and term loans, property-level mortgage debt, OP units and other sources that may become availablefrom time to time. We believe that moderate leverage is prudent. In 2015, we achieved investment grade credit rating of Baa3 from Moody's Investors Services and BBB-from Standard and Poor's Rating Service, both with a stable outlook.

We expect that any property-level mortgage borrowings will be structured as non-recourse to us, with limited exceptions that would trigger recourse to us only uponthe occurrence of certain fraud, misconduct, environmental, bankruptcy or similar events.

10

At the close of the Merger on December 17, 2015, we entered into a new, unsecured credit facility with J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner& Smith Incorporated that consists of an $850.0 million senior unsecured revolving credit facility, or the 2015 Revolving Credit Facility, which expires in January 2020,and a term loan facility, or the 2015 Term Loan, which consists of a $300.0 million term loan expiring in January 2019 and a $750.0 million term loan expiring in January2021. We also entered into a new $175.0 million unsecured term loan with Capital One, N.A. that expires in January 2023, or the 7-Year Term Loan, and completed a private placement of $150.0 million in senior unsecured notes maturing in December 2024, or the Senior Unsecured Notes, of which $100.0 million was funded at thetime of the Merger and $50.0 million was funded in January 2016. We are a guarantor of the obligations under the 2015 Revolving Credit Facility, the 2015 Term Loan,the 7-Year Term Loan, and the Senior Unsecured Notes.

In connection with the Merger, we assumed Chambers’ $850.0 million unsecured revolving credit facility, which had a maturity date of January 15, 2018, as well asChambers’ four unsecured term loans, which had maturity dates between March 2018 and January 2021. We paid off all of the outstanding loan balances on thesefacilities on December 17, 2015, subsequent to closing, and entered into the 2015 Revolving Credit Facility, 2015 Term Loan, and 7-Year Term Loan, as described above.

In June 2014, we entered into a Revolving Credit and Term Loan Agreement for a $400.0 million unsecured credit facility consisting of a $200.0 million senior termloan, or the 2014 Term Loan, and a $200.0 million senior revolving credit facility, or the 2014 Revolving Credit Facility. We expanded the revolving borrowing capacityto $400.0 million in January 2015 and further amended the revolving borrowing capacity in May 2015 to bifurcate it into a $350.0 million tranche denominated in U.S.dollars and a $50.0 million foreign currency denominated tranche. In July 2015, we expanded the 2014 Term Loan to $300.0 million and increased the borrowing capacityunder the U.S. denominated tranche of the 2014 Revolving Credit Facility to $450.0 million. The 2014 Term Loan had an expiration in June 2019 and was originally usedto repay the existing $200.0 million mortgage loan secured by the Bank of America Portfolio at the time of our acquisition of the remaining 50% equity interest in theBank of America Portfolio joint venture. The 2014 Revolving Credit Facility had an expiration in June 2018, with an option for a one-year extension, and originally replaced our previously existing $150.0 million secured credit facility, or the Secured Credit Facility, which was terminated simultaneously. The 2014 Term Loan and2014 Revolving Credit Facility were guaranteed by Gramercy Property Trust Inc. and certain subsidiaries. As noted above, the 2014 Term Loan and the 2014 RevolvingCredit Facility were terminated at the closing of the Merger on December 17, 2015, at which time we entered into the 2015 Revolving Credit Facility, 2015 Term Loan,and 7-Year Term Loan, as described above.

In March 2014, we issued $115.0 million of 3.75% unsecured exchangeable senior notes, or the Exchangeable Senior Notes. The Exchangeable Senior Notes aresenior unsecured obligations of the Operating Partnership and are guaranteed by us on a senior unsecured basis. The Exchangeable Senior Notes mature on March 15,2019, unless redeemed, repurchased or exchanged in accordance with their terms prior to such date. The Exchangeable Senior Notes will be exchangeable, under certaincircumstances, for cash, for common shares or for a combination of cash and common shares, at the Operating Partnership's election. The Exchangeable Senior Notes willalso be exchangeable prior to the close of business on the second scheduled trading day immediately preceding the stated maturity date, at any time beginning onDecember 15, 2018, and also upon the occurrence of certain events. On or after March 20, 2017, in certain circumstances, the Operating Partnership may redeem all orpart of the Exchangeable Senior Notes for cash at a price equal to 100% of the principal amount of the Exchangeable Senior Notes to be redeemed, plus accrued andunpaid interest to, but excluding, the redemption date. As a result of transactions we entered into under the Merger Agreement, the Exchangeable Senior Notes becameexchangeable at the option of the holder commencing August 13, 2015 and remained exchangeable for 35 trading days following the consummation of the Merger, whichoccurred on December 17, 2015, in accordance with the terms of the indenture governing the Exchangeable Senior Notes. No holders elected to exercise theaforementioned exchange option. The Exchangeable Senior Notes have an initial and current exchange rate of 40.2966 and 40.9434 units of Merger consideration, or Units of Merger Consideration, respectively, where one Unit of Merger Consideration represents 3.1898 of our common shares, or approximately 128.5380 and 130.6013of our common shares for each $1.0 thousand principal amount of the Exchangeable Senior Notes, respectively, representing an exchange price of approximately $7.78and $7.66 per share of our common shares, respectively.

We intend to use unsecured credit facilities and other entity level borrowings in the future as a part of our overall capital structure.

Our organizational documents do not limit the amount or percentage of indebtedness that we may incur. The amount of leverage we will deploy for particularinvestments will depend on an assessment of a variety of factors, which may include the availability and cost of financing the assets, the creditworthiness of our tenants,the health of the U.S. economy and commercial mortgage markets, our outlook for the level, slope and volatility of interest rates, and the overall quality of the propertiesthat secure the indebtedness.

11

Asset and Property Management

In addition to net leased investing, we also operate a commercial real estate management business for third parties. As of December 31, 2015, this business, which operates under the name Gramercy Asset Management, manages approximately $900.0 million of commercial properties. We manage properties for companies includingKBS Real Estate Investment Trust, Inc., or KBS, and the Gramercy European Property Fund.

We have an integrated asset management platform within Gramercy Asset Management to consolidate responsibility for, and control over, leasing, leaseadministration, property management, operations, construction management, tenant relationship management and property accounting. To the extent that we provide assetmanagement services for third-party property owners, we provide such services in consultation with and at the direction of such owners.

Our Management Agreement with KBS provides for a base management fee of $7.5 million per year as well as certain other fees as provided therein. The term of theManagement Agreement will continue to December 31, 2016 (with a one year extension option exercisable by KBS), unless earlier terminated as therein provided, andalso provides incentive fees in the form of profit participation ranging from 10% - 30% of incentive profits earned on sales.

In December 2014, we assumed a Property and Asset Management Agreement, or Gramercy Europe Management Agreement, in connection with our acquisition ofThreadGreen Europe Limited, which we subsequently renamed Gramercy Europe Asset Management. Pursuant to the Gramercy Europe Management Agreement,Gramercy Europe Asset Management provides property, asset management and advisory services to an existing portfolio of single-tenant industrial and office assets located in Germany and Finland, as well as the Gramercy European Property Fund.

Our Investment Process – Europe

The process for acquiring Gramercy European Property Fund properties is similar to the process we follow for our United States investments, including, withoutlimitation, procedures for underwriting and analysis, due diligence review and credit underwriting. However, because Gramercy European Property Fund invests invarious countries throughout Europe, the unique regulatory and tax structures in the jurisdictions where the properties are located must also be analyzed and can have asignificant impact on the Fund’s decision to invest or not invest in a particular jurisdiction. Gramercy European Property Fund also may employ different financing,leverage and hedging strategies than those we apply to our United States investments.

Commercial Real Estate Finance

In March 2013, we disposed of our Gramercy Finance segment, and exited the commercial real estate finance business. The disposal was completed pursuant to a saleand purchase agreement to transfer the collateral management and sub-special servicing agreements for our three collateralized debt obligations, or CDOs, to CWCapitalInvestments LLC, or CWCapital, for proceeds of $6.3 million in cash, after expenses. We retained our noninvestment grade subordinate bonds, preferred shares andordinary shares, or the Retained CDO Bonds, in the CDOs, which may allow us to recoup additional proceeds over the remaining life of the CDOs based upon resolutionof underlying assets within the CDOs. However, there is no guarantee that we will realize any proceeds from the Retained CDO Bonds or what the timing of theseproceeds might be. In addition to our Retained CDO Bonds, we expect to receive additional cash proceeds for past CDO servicing advances when specific assets withinthe CDOs are liquidated.

Hedging Activities

We may use a variety of commonly used derivative instruments that are considered conventional, or “plain vanilla” derivatives, including interest rate swaps, caps, collars and floors, in our risk management strategy to limit the effects of changes in interest rates on our operations. Our hedging strategy consists of entering into interestrate swap and interest rate cap contracts as well as net investment hedges. The value of our derivatives may fluctuate over time in response to changing market conditions,and will tend to change inversely with the value of the risk in our liabilities that we intend to hedge. Hedges are sometimes ineffective because the correlation betweenchanges in value of the underlying investment and the derivative instrument is less than was expected when the hedging transaction was undertaken. We continuouslymonitor the effectiveness of our hedging strategies and we have retained the services of an outside financial services firm with expertise in the use of derivativeinstruments to advise us on our overall hedging strategy, to effect hedging trades, and to provide the appropriate designation and accounting of all hedging activities froma GAAP and tax accounting and reporting perspective.

12

Interest rate swap and interest rate cap instruments are used to hedge as much of the interest rate risk as we determine is in the best interest of our shareholders, giventhe cost of such hedges. Net investment hedges are used to hedge exposure to changes in the euro-U.S. dollar exchange rate related to our net equity investment in theGramercy European Property Fund, which has euros as its functional currency. We intend to hedge our foreign currency exposure related to future investments made inEurope by financing our investments in the local currency denominations and entering into additional net investment hedges related to those investments.

Equity Capital Policies

Subject to applicable law and our charter, our board of trustees has the authority, without further shareholder approval, to issue additional authorized common sharesand preferred shares or otherwise raise capital, including through the issuance of senior securities, in any manner and on the terms and for the consideration it deemsappropriate. We may, under certain circumstances, repurchase our common or preferred shares in private transactions with our shareholders if those purchases areapproved by our board of trustees and are in accordance with our charter.

Future Revisions in Policies and Strategies

If our board of trustees determines that additional funding is required, we may raise such funds through additional offerings of equity or debt securities or the retentionof cash flow (subject to REIT distribution requirements) or a combination of these methods. In the event that our board of trustees decides to raise additional equitycapital, it has the authority, without obtaining shareholder approval, to issue additional common shares or preferred shares in any manner and on such terms and for suchconsideration as it deems appropriate, at any time. Our investment guidelines and our portfolio and leverage are periodically reviewed by our board of trustees.

Competition

The market for acquiring well-positioned net leased properties is currently very competitive and likely to remain very competitive for the foreseeable future. Wecompete for net leased real estate with a variety of other potential purchasers, including other public and private real estate investment companies, some of which havegreater financial or other resources than we do. We also compete for tenants with other net leased property owners. Deteriorating investment opportunities in a highlycompetitive marketplace may negatively impact our pace of acquisitions, the prices we pay for the properties we acquire and our results from operations.

Although we believe that we are positioned to compete effectively in each facet of our business, there is considerable competition in our market sector and there can beno assurance that we will compete effectively or that we will not encounter increased competition in the future that could limit our ability to conduct our businesseffectively.

Compliance With The Americans With Disabilities Act of 1990

Properties that we acquire, and the properties underlying our investments, are required to meet federal requirements related to access and use by disabled persons as aresult of the Americans with Disabilities Act of 1990, or the Americans with Disabilities Act. In addition, a number of additional federal, state and local laws may requiremodifications to any properties we purchase, or may restrict further renovations of our properties, with respect to access by disabled persons. Noncompliance with theselaws or regulations could result in the imposition of fines or an award of damages to private litigants. Additional legislation could impose additional financial obligationsor restrictions with respect to access by disabled persons. If required changes involve greater expenditures than we currently anticipate, or if the changes must be made ona more accelerated basis, our ability to make distributions could be adversely affected.

13

Other Information

Our corporate office is located in midtown Manhattan at 521 Fifth Avenue, 30th Floor, New York, New York 10175. We also have regional offices located in London,United Kingdom, Horsham, Pennsylvania, and Clayton, Missouri. We can be contacted at (212) 297-1000. We maintain a website at www.gptreit.com. Our reference toour website is intended to be an inactive textual reference only. On our website, you can obtain, free of charge, a copy of our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Actof 1934, as amended, or the Exchange Act, as soon as practicable after we file such material electronically with, or furnish it to, the Securities and Exchange Commission,or the SEC. We have also made available on our website our audit committee charter, compensation committee charter, nominating and corporate governance committeecharter, code of business conduct and ethics, whistleblowing and whistle blower protection policy, and corporate governance principles. Information on, or accessiblethrough, our website is not part of, and is not incorporated into, this report. You can also read and copy materials we file with the SEC at its Public Reference Room at100 F Street, NE, Washington, DC 20549 (1-800-SEC-0330). The SEC maintains an Internet site (www.sec.gov) that contains reports, proxy and information statements, and other information regarding the issuers that file electronically with the SEC.

Industry Segments

As of December 31, 2015, we have two reportable operating segments: Investments/Corporate and Asset Management. The reportable segments were determinedbased on the management approach, which looks to our internal organizational structure. These two lines of business require different support infrastructures. TheInvestments/Corporate segment includes all of our activities related to investment and ownership of commercial properties net leased to high quality tenants throughoutthe United States. The Investments/Corporate segment generates revenues from rental revenues from properties that we own, either directly or in an unconsolidated equityinvestment. The Asset Management segment includes substantially all of our activities related to third-party asset and property management of commercial propertieslocated throughout the United States and Europe. Segment revenue and profit information is presented in Note 19 to our financial statements.

Employees

As of December 31, 2015, we had 100 employees. None of our employees are represented by a collective bargaining agreement.

Corporate Governance and Internet Address; Where Readers Can Find Additional Information

We emphasize the importance of professional business conduct and ethics through our corporate governance initiatives. Our board of trustees consists of a majority ofindependent trustees; the Audit, Nominating and Corporate Governance, and Compensation Committees of our board of trustees are composed exclusively of independenttrustees. We have adopted corporate governance guidelines, a whistleblowing and whistle blower protection policy, and a code of business conduct and ethics.

We file annual, quarterly and current reports, proxy statements and other information required by the Exchange Act with the SEC. Readers may read and copy anydocument that we file at the SEC’s Public Reference Room located at 100 F Street, N.E., Washington, D.C. 20549, U.S.A. Please call the SEC at 1-800-SEC-0330 for further information on the Public Reference Room. Our SEC filings are also available to the public from the SEC’s internet site at www.sec.gov. Copies of these reports, proxy statements and other information can also be inspected at the offices of the New York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005.

Our internet site is www.gptreit.com. Our reference to our website is intended to be an inactive textual reference only. We make available free of charge through ourinternet site our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements and Forms 3, 4 and 5 filed on behalf oftrustees and executive officers and any amendments to those reports filed or furnished pursuant to the Exchange Act as soon as reasonably practicable after weelectronically file such material with, or furnish it to, the SEC. Also posted on our website in the “Investor Relations — Corporate Governance” section are charters for our Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee as well as our Corporate Governance Guidelines, ourWhistleblowing and Whistle Blower Protection Policy, and our Code of Business Conduct and Ethics governing our trustees, officers and employees. Information on, oraccessible through, our website is not a part of, and is not incorporated into, this report.

14

Environmental Matters

We are exposed to various environmental risks that may result in unanticipated losses and affect our operating results and financial condition. We generally conductenvironmental assessments of the properties we acquire, including land. While some of these assessments have led to further investigation and sampling, none of theenvironmental assessments has revealed an environmental liability that we believe would have a material adverse effect on our business, financial condition or results ofoperations.

Insurance

We carry commercial liability and all risk property insurance, including where required, flood, earthquake, wind and terrorism coverage, on substantially all of theproperties that we own. For certain net leased properties, however, we rely on our tenant’s insurance and do not maintain separate coverage. We continue to monitor thestate of the insurance market and the scope and costs of specialty coverage, including flood, earthquake, wind and terrorism. We cannot anticipate what coverage will beavailable on commercially reasonable terms in future policy years. We believe that the insured limits are appropriate given the relative risk of loss, the cost of thecoverage and industry practice.

Substantially all of the legacy Chambers properties are covered by a year-to-year environmental insurance policy that expires in June 2016. Substantially all of theLegacy Gramercy properties are covered by an environmental insurance policy that expires in October 2019. However, these policies are subject to exclusions andlimitations and do not cover all of the properties owned by us, and for those properties covered under the policies, insurance may not fully compensate us for anyenvironmental liability. We may not desire to renew an environmental insurance policy in place upon expiration or a replacement policy may not be available at areasonable cost, if at all.

15

ITEM 1A. RISK FACTORS

Cautionary Note Regarding Forward-Looking Information

This report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. You can identify forward-looking statements by the use of forward-looking expressions such as “may,” “will,” “should,” “expect,” “believe,” “anticipate,” “estimate,” “intend,” “plan,” “project,” “continue,” or any negative or other variations on such expressions. Forward-looking statements include information concerning possible or assumed future results of our operations, including any forecasts, projections, plansand objectives for future operations. Although we believe that our plans, intentions and expectations as reflected in or suggested by those forward-looking statements are reasonable, we can give no assurance that the plans, intentions or expectations will be achieved. We have listed below some important risks, uncertainties andcontingencies which could cause our actual results, performance or achievements to be materially different from the forward-looking statements we make in this report. These risks, uncertainties and contingencies include, but are not limited to, the following:

16

• the success or failure of our efforts to implement our current business strategy, including our ability to timely and profitably dispose of non-core assets and reinvest in target assets;

• our ability to identify and complete additional property acquisitions and risks of real estate acquisitions;

• availability of investment opportunities on real estate assets and real estate-related and other securities;

• the performance and financial condition of tenants and corporate customers;

• the adequacy of our cash reserves, working capital and other forms of liquidity;

• the availability, terms and deployment of short-term and long-term capital;

• demand for industrial and office space;

• the actions of our competitors and our ability to respond to those actions;

• the timing of cash flows from our investments;

• the cost and availability of our financings, which depends in part on our asset quality, the nature of our relationships with our lenders and other capital providers,our business prospects and outlook and general market conditions;

• economic conditions generally and in the commercial finance and real estate markets and the banking industry specifically;

• our international operations, including unfavorable foreign currency rate fluctuations, enactment or changes in laws relating to foreign ownership of property, andlocal economic or political conditions that could adversely affect our earnings and cash flows;

• unanticipated increases in financing and other costs, including a rise in interest rates;

• reduction in cash flows received from our investments;

• volatility or reduction in the value or uncertain timing in the realization of our Retained CDO Bonds;

• our ability to profitably dispose of non-core assets;

• the high tenant concentration of our Bank of America Portfolio;

• availability of, and ability to retain, qualified personnel and trustees;

• changes to our management and board of trustees;

• changes in governmental regulations, tax rates and similar matters;

• legislative and regulatory changes (including changes to real estate and zoning laws, laws governing the taxation of REITs or the exemptions from registration asan investment company);

• environmental and/or safety requirements and risks related to natural disasters;

We assume no obligation to update publicly any forward-looking statements, whether as a result of new information, future events, or otherwise. In evaluatingforward-looking statements, you should consider these risks and uncertainties, together with the other risks described from time-to-time in our reports and documents which are filed with the SEC, and you should not place undue reliance on those statements.

The risks included here are not exhaustive. Other sections of this report may include additional factors that could adversely affect our business and financialperformance. Moreover, we operate in a very competitive and rapidly changing environment. New risk factors emerge from time to time and it is not possible formanagement to predict all such risk factors, nor can it assess the impact of all such risk factors on our business or the extent to which any factor, or combination of factors,may cause actual results to differ materially from those contained in any forward-looking statements. Given these risks and uncertainties, investors should not place unduereliance on forward-looking statements as a prediction of actual results.

Risks Related to Our Business and Investments

We face additional risks as a result of the Merger and may be unable to integrate our businesses successfully and realize the anticipated synergies and relatedbenefits of the Merger or do so within the anticipated timeframe.

On December 17, 2015, the Merger of Chambers and Legacy Gramercy was completed. The Merger involved a combination of two companies that previouslyoperated as independent public companies, and as a result of the Merger, the combined company faces various additional risks, including, among others, the following:

Our ability to execute all such plans will depend on various factors, many of which remain outside our control. Any of these risks could adversely affect our businessand financial results.

17

• declining real estate valuations and impairment charges;

• our ability to satisfy complex rules in order for us to qualify as a REIT for U.S. federal income tax purposes and qualify for our exemption under the InvestmentCompany Act, our Operating Partnership’s ability to satisfy the rules in order to qualify as a partnership for U.S. federal income tax purposes, and the ability ofcertain of our subsidiaries to qualify as REITs and certain of our subsidiaries to qualify as TRSs for U.S. federal income tax purposes, and our ability and theability of our subsidiaries to operate effectively within the limitations imposed by these rules;

• uninsured or underinsured losses relating to our properties;

• our inability to comply with the laws, rules and regulations applicable to companies, and in particular, public companies;

• tenant bankruptcies and defaults on or non-renewal of leases by tenants;

• decreased rental rates or increased vacancy rates;

• the continuing threat of terrorist attacks on the national, regional and local economies; and

• other factors discussed under Item 1A, “Risk Factors” of this Annual Report on Form 10-K for the year ended December 31, 2015 and those factors that may becontained in any filing we make with the Securities and Exchange Commission, or the SEC, which are incorporated by reference herein.

• our inability to implement our future plans to dispose of certain assets and selected properties or take other actions to reposition our portfolio;

• the implementation of our disposition plan in a manner that causes volatility in our earnings or delays or inhibits our ability to implement other future businessplans;

• our inability to successfully combine the businesses in a manner that permits the combined company to achieve the cost savings anticipated to result from theMerger; and

• the additional complexities of combining two companies with different markets, tenant relationships and service providers.

Our future growth will depend upon our ability to acquire and lease properties in a competitive real estate business.

Our future growth will depend, in large part, upon our ability to acquire and lease properties. In order to grow we need to continue to acquire and finance investmentproperties and sell non-core properties. We face significant competition with respect to our acquisition and origination of assets from many other companies, includingother REITs, insurance companies, private investment funds, hedge funds, specialty finance companies and other investors. Some competitors may have a lower cost offunds and access to funding sources that are not available to us. In addition, some of our competitors may have higher risk tolerances or different risk assessments, whichcould allow them to consider a wider variety of investments and establish more relationships than us. Furthermore, there is significant competition on a national, regionaland local level with respect to property management services and in commercial real estate services generally, and we are subject to competition from large national andmulti-national firms as well as local or regional firms that offer similar services to ours. Some of our competitors may have greater financial and operational resources,larger customer bases, and more established relationships with their customers and suppliers than we do. The competitive pressures we face, if not effectively managed,may have a material adverse effect on our business, financial condition, liquidity and results of operations.

Also, as a result of this competition, we may not be able to take advantage of attractive origination and investment opportunities and therefore may not be able toidentify and pursue opportunities that are consistent with our objectives. Competition may limit the number of suitable investment opportunities offered to us. It may alsoresult in higher prices, lower yields and a narrower spread of yields over our borrowing costs, making it more difficult for us to acquire new investments on attractiveterms. In addition, competition for desirable investments could delay our investment in desirable assets, which may in turn reduce our earnings per share and negativelyaffect our ability to declare and make distributions to our shareholders.

A concentration of our investments in a limited number of property classes may leave our profitability vulnerable to a downturn in such sectors.

At any one time, a significant portion of our property investments may be in a limited number of property classes. As a result, we are subject to risks inherent ininvestments in these classes and downturns in the businesses conducted at these properties could adversely impact our revenues and financial condition if tenants areunable to renew their leases or meet their payment obligations under existing leases.

We may be adversely affected by unfavorable economic changes in geographic areas where our properties are concentrated.

Adverse conditions (including business layoffs or downsizing, industry slowdowns, changing demographics and other factors) in the areas where our properties arelocated and/or concentrated, and local real estate conditions (such as oversupply of, or reduced demand for, office, industrial or retail properties) may have an adverseeffect on the value of our properties. A material decline in the demand or the ability of tenants to pay rent for office, industrial or retail space in these geographic areasmay result in a material decline in our cash available for distribution to our shareholders.

Adverse economic conditions affecting the particular industries of our tenants may adversely affect our income and our ability to pay distributions to ourshareholders.

We are subject to certain industry concentrations with respect to our properties, including among others financial services (including the Bank of America Portfolio),pharmaceutical and healthcare, consumer products and internet retail. Adverse economic conditions affecting a particular industry could affect the financial ability of oneor more of our tenants to make payments under their leases, which could cause delays in our receipt of rental revenues or a vacancy in one or more of our properties for aperiod of time, and could lead to an even greater risk to the extent that the makeup of our tenants becomes even less diversified by industry as a result of adverseconditions affecting any one particular industry. Therefore, changes in economic conditions of the particular industry of one or more of our tenants could reduce ourability to pay dividends and the value of one or more of our properties at the time of sale of such properties.

18

We expect to lease a significant portion of our real estate to tenants who do not have investment grade credit ratings, which may result in our leasing to tenants thatare more likely to default in their obligations to us than a tenant with an investment grade credit rating.

A significant portion of the leases at our properties are, or may be, with tenants that do not have investment grade credit ratings. All of our tenants may face exposureto adverse business or economic conditions which could lead to an inability to meet their obligations to us. However, non-investment grade tenants may not have the financial capacity or liquidity to adapt to these conditions or may have less diversified businesses, which may exacerbate the effects of adverse conditions on theirbusinesses. Moreover, the fact that a substantial majority of our tenants are not investment grade may cause investors or lenders to view our cash flows as potentially lessstable, which may increase our cost of capital, limit our financing options or adversely affect the trading price of our common shares.

If we cannot generate or obtain additional capital, our ability to make acquisitions and lease properties will be limited. We are subject to risks associated with debtand capital share issuances, and such issuances may have consequences to holders of our common and preferred shares.

Our ability to make acquisitions and lease properties will depend, in large part, upon our ability to raise additional capital or generate funds from the sale of properties.If we were to raise additional capital through the issuance of equity securities, we could dilute the interests of holders of our common shares. Our board of trustees mayauthorize the issuance of additional classes or series of preferred shares which may have rights that could dilute, or otherwise adversely affect, the interest of holders ofour common shares.

We intend to incur additional indebtedness in the future, which may include an additional corporate credit facility. Such indebtedness could also have other importantconsequences to holders of the notes and holders of our common and preferred shares, including subjecting us to covenants restricting our operating flexibility, increasingour vulnerability to general adverse economic and industry conditions, limiting our ability to obtain additional financing to fund future working capital, capitalexpenditures and other general corporate requirements, requiring the use of a portion of our cash flow from operations for the payment of principal and interest on ourindebtedness, thereby reducing our ability to use our cash flow to fund working capital, acquisitions, capital expenditures and general corporate requirements, and limitingour flexibility in planning for, or reacting to, changes in our business and our industry.

We are dependent on key personnel whose continued service is not guaranteed.

We rely on a small number of persons who comprise our existing senior management team and our board of trustees to implement our business and investmentstrategies. While we have entered into employment and/or retention agreements with certain members of our senior management team, they may nevertheless cease toprovide services to us at any time.

The loss of services of any of our key management personnel or trustees or significant numbers of other employees, or our inability to recruit and retain qualifiedpersonnel or trustees in the future, could have an adverse effect on our business.

We are required to make a number of judgments in applying accounting policies, and different estimates and assumptions in the application of these policies couldresult in changes to our reporting of financial condition and results of operations.

Various estimates are used in the preparation of our financial statements, including estimates related to asset and liability valuations (or potential impairments), variousreceivables and the dilutive effect of participating instruments including our convertible notes. Often these estimates require the use of market data values which may bedifficult to assess, as well as estimates of future performance or receivables collectability which may be difficult to accurately predict. While we have identified thoseaccounting policies that are considered critical and have procedures in place to facilitate the associated judgments, different assumptions in the application of thesepolicies could result in material changes to our financial condition and results of operations.

We utilize, and intend to continue to utilize, leverage which may limit our financial flexibility in the future.

We make acquisitions and operate our business in part through the utilization of leverage pursuant to loan agreements with various financial institutions. These loanagreements contain financial covenants that restrict our operations. These financial covenants, as well as any future financial covenants we may enter into through furtherloan agreements, could inhibit our financial flexibility in the future and prevent distributions to shareholders.

19

We may incur losses as a result of ineffective risk management processes and strategies.

We seek to monitor and control our risk exposure through a risk and control framework encompassing a variety of separate but complementary financial, credit,operational, compliance and legal reporting systems, internal controls, management review processes and other mechanisms. While we employ a broad and diversified setof risk monitoring and risk mitigation techniques, those techniques and the judgments that accompany their application cannot anticipate every economic and financialoutcome or the specifics and timing of such outcomes. Thus, we may, in the course of our activities, incur losses due to these risks.

We are highly dependent on information systems and third parties, and systems failures could significantly disrupt our business, which may, in turn, negatively affectour operating results.

Our business is highly dependent on communications and information systems, some of which are provided by third parties. Any failure or interruption of our systemscould cause delays in our collection of rents or significant increases in our expenses, which could have a material adverse effect on our operating results.

We may not be able to relet or renew leases at the properties held by us on terms favorable to us or at all.

We are subject to risks that upon expiration or earlier termination of the leases for space located at our properties the space may not be relet or, if relet, the terms of therenewal or reletting (including the costs of required renovations or concessions to tenants) may be less favorable than current lease terms. Any of these situations mayresult in extended periods where there is a significant decline in revenues or no revenues generated by a property. If we are unable to relet or renew leases for all orsubstantially all of the spaces at these properties, if the rental rates upon such renewal or reletting are significantly lower than expected, if our reserves for these purposesprove inadequate, or if we are required to make significant renovations or concessions to tenants as part of the renewal or reletting process, we will experience a reductionin net income and may be required to reduce or eliminate distributions to our shareholders. In addition, certain of our properties are currently leased at above-market rents, so our shareholders may also suffer a loss (and a reduction in distributions) after the expiration of the lease terms if we are not able to relet such spaces on favorable terms.

Our results of operations rely on major tenants, and the insolvency, bankruptcy or receivership of these or other tenants could adversely affect our results ofoperations.

Our rental income depends on entering into leases with and collecting rents from tenants. General and regional economic conditions may adversely affect our majortenants and potential tenants in our markets. Our major tenants may experience a material business downturn, weakening their financial condition and potentially resultingin their failure to make timely rental payments and/or a default under their leases. In many cases, we have made substantial up front investments in the applicable leases,through tenant improvement allowances and other concessions, as well as typical transaction costs (including professional fees and commissions) that we may not be ableto recover. In the event of any tenant default, we may experience delays in enforcing our rights as landlord and may incur substantial costs in protecting our investment.

The bankruptcy or insolvency of a major tenant also may adversely affect the income produced by our properties. If any tenant becomes a debtor in a case under theU.S. Bankruptcy Code, we cannot evict the tenant solely because of the bankruptcy. In addition, the bankruptcy court might authorize the tenant to reject and terminatetheir lease with us. The bankruptcy of a tenant or lease guarantor could delay our efforts to collect past due balances under the relevant leases, and could ultimatelypreclude collection of these sums. If a lease is rejected by a tenant in bankruptcy, we would have only a general unsecured claim for damages. Any unsecured claim wehold may be paid only to the extent that funds are available and only in the same percentage as is paid to all other holders of unsecured claims, and there are restrictionsunder bankruptcy laws that limit the amount of the claim we can make if a lease is rejected.

Our revenue and cash flow could be materially adversely affected if any of our significant tenants were to become bankrupt or insolvent, suffer a downturn in theirbusiness, fail to abide by the terms of their leases, fail to renew their leases at all or renew on terms less favorable to us than their current terms.

20

Lease defaults or terminations or landlord-tenant disputes may adversely reduce our income from our leased property portfolio.

Lease defaults or terminations by one or more of our significant tenants may reduce our revenues unless a default is cured or a suitable replacement tenant is foundpromptly. In addition, disputes may arise between the landlord and tenant that result in the tenant withholding rent payments, possibly for an extended period. Thesedisputes may lead to litigation or other legal procedures to secure payment of the rent withheld or to evict the tenant. In other circumstances, a tenant may have acontractual right to abate or suspend rent payments. Even without such right, a tenant might determine to do so. Any of these situations may result in extended periodsduring which there is a significant decline in revenues or no revenues generated by the property. If this were to occur, it could adversely affect our results of operations.

Inflation may adversely affect our financial condition and results of operations.

Although inflation has not materially impacted our results of operations in the recent past, increased inflation could have a more pronounced negative impact on anyvariable rate debt we incur in the future and on our results of operations. During times when inflation is greater than increases in rent, the contracted rent increases calledfor under our leases may be unable to keep pace with the rate of inflation. Likewise, even though our triple-net leases generally reduce our exposure to rising property expenses resulting from inflation, substantial inflationary pressures and increased costs may have an adverse impact on our tenants, which may adversely affect thetenants’ ability to pay rent.

Our net leases may require us to pay property-related expenses that are not the obligations of our tenants.

Under the terms of the majority of our net leases, in addition to satisfying their rent obligations, our tenants are responsible for the payment of real estate taxes,insurance and ordinary maintenance and repairs. However, pursuant to certain of our current leases and leases we may assume or enter into in the future, we may berequired to pay certain expenses, such as the costs of environmental liabilities, roof and structural repairs, insurance, certain non-structural repairs and maintenance and other costs and expenses for which insurance proceeds or other means of recovery are not available. If one or more of our properties incur significant expenses under theterms of the leases, such property, our business, financial condition and results of operations will be adversely affected and the amount of cash available to meet expensesand to make distributions to our shareholders may be reduced.

We may be required to reimburse tenants for overpayments of estimated operating expenses.

Under certain of our leases, including the lease for the Bank of America Portfolio, tenants pay us as additional rent their proportionate share of the costs we incur tomanage, operate and maintain the buildings and properties where they rent space. These leases often limit the types and amounts of expenses we can pass through to ourtenants and allow the tenants to audit and contest our determination of the operating expenses they are required to pay. Given the complexity of certain additional rentcalculations, tenant audit rights under large portfolio leases can remain unresolved for several years. The tenant under the Bank of America Portfolio lease, for example, isstill auditing certain categories of operating expenses for the 2007 and subsequent lease years. If as a result of a tenant audit it is determined that we have collected moreadditional rent than we are permitted to collect under a lease, we must refund the excess amount back to the tenant and, sometimes, also reimburse the tenant for its auditcosts. Such unexpected reimbursement payments could materially adversely affect our financial condition and results of operations.

Net leases may not result in fair market lease rates over time, which could negatively impact our income and reduce the amount of funds available to makedistributions to our shareholders.

The vast majority of our rental income comes from net leases, which generally provide the tenant greater discretion in using the leased property than ordinary propertyleases, such as the right to freely sublease the property, to make alterations in the leased premises and to terminate the lease prior to its expiration under specifiedcircumstances. Furthermore, net leases typically have longer lease terms and, thus, there is an increased risk that contractual rental increases in future years will fail toresult in fair market rental rates during those years. As a result, our income and distributions to our shareholders could be lower than they would otherwise be if we did notengage in net leases.

21

Actions of our joint venture partners could negatively impact our performance.

We may, from time to time and as we have done in the past, co-invest with third parties through various arrangements. With such investments, we may not be in aposition to exercise sole decision-making authority regarding that property, partnership, joint venture or other entity because our partners may share certain approvalrights over major decisions. Investments in partnerships, joint ventures, or other entities may involve risks not present were a third party not involved, including thepossibility that our partners, co-tenants or co-venturers might become bankrupt or otherwise fail to fund their share of required capital contributions. Additionally, ourpartners or co-venturers might at any time have economic or other business interests or goals which are inconsistent with our business interests or goals. Theseinvestments may also have the potential risk of impasses on decisions such as a sale, because neither we nor the partner, co-tenant or co-venturer would have full control over the partnership or joint venture. Consequently, actions by such partner, co-tenant or co-venturer might result in subjecting properties owned by the partnership orjoint venture to additional risk. In addition, we may in specific circumstances be liable for the actions of our third-party partners, co-tenants or co-venturers.

An uninsured loss or a loss that exceeds the policies on our properties could subject us to lost capital or revenue on those properties.

Under the terms and conditions of the leases currently in force on our properties, tenants generally are required to indemnify and hold us harmless from liabilitiesresulting from injury to persons, air, water, land or property, on or off the premises, due to activities conducted on the properties, except for claims arising from thenegligence or intentional misconduct of us or our agents. Additionally, tenants are generally required, at the tenants’ expense, to obtain and keep in full force during the term of the lease, liability and property damage insurance policies. Insurance policies for property damage are generally in amounts not less than the full replacement costof the improvements less slab, foundations, supports and other customarily excluded improvements and insure against all perils of fire, extended coverage, vandalism,malicious mischief and special extended perils (“all risk,” as that term is used in the insurance industry). Insurance policies are generally obtained by the tenant providinggeneral liability coverage varying between $1.0 million and $10.0 million depending on the facts and circumstances surrounding the tenant and the industry in which itoperates. These policies include liability coverage for bodily injury and property damage arising out of the ownership, use, occupancy or maintenance of the propertiesand all of their appurtenant areas. To the extent that losses are uninsured or underinsured, we could be subject to lost capital and revenue on those properties.

Termination of our asset management agreement could result in certain costs and revenue disruption.

We have entered into a Management Agreement with KBS to manage a portfolio of properties through December 31, 2016, which includes certain early terminationprovisions. Expiration or early termination of the Management Agreement could result in certain expenses, including severance fees, and the management fees andpayments to be received could cease, thereby reducing our expected revenues, which could harm our business and results of operations.

We are subject to risks and uncertainties associated with operating our asset management business.

We may encounter risks and difficulties as we operate our asset management business. To achieve our goals as an asset manager, we must:

If we do not successfully operate our asset management business to achieve the investment returns that we or the market anticipates, our operations may be adverselyimpacted.

We are exposed to litigation risks in our role as asset manager.

Our role as asset manager for properties owned by KBS and others exposes us to litigation risks. In this role, we make asset management and other decisions whichcould result in adverse financial impacts to third parties. These parties may pursue legal action against us as a result of these decisions, the outcomes of which cannot becertain and may materially adversely impact our financial condition and results of operations.

22

• actively manage the assets in such portfolios in order to realize targeted performance; and

• create incentives for our management and professional staff to develop and operate the asset management business.

Our investments in interest rate hedge contracts are subject to changes to market interest rates and also could expose us to contingent liabilities and certain risks andcosts in the future.

Part of our investment strategy involves entering into interest rate hedging contracts. If interest rates decrease, the fair market value of any existing interest rate hedgecontracts would decline. Our efforts to manage exposures under these hedge contracts may not be successful. Our use of interest rate hedge contracts to manage riskassociated with interest rate volatility may expose us to additional risks, including the risk that a counterparty to a hedge contract may fail to honor its obligations.Developing an effective interest rate risk strategy is complex and no strategy can completely insulate us from risks associated with interest rate fluctuations. There can beno assurance that our hedging activities will have the desired beneficial impact on our results of operations or financial condition. Termination of interest rate hedgecontracts typically involves costs, such as transaction fees or breakage costs.

Further, the cost of using derivative or hedging instruments increases as the period covered by the instrument increases and during periods of rising and volatileinterest rates. We may increase our derivative or hedging activity and thus increase our related costs during periods when interest rates are volatile or rising and hedgingcosts have increased.

In addition, hedging instruments involve risk since they often are not traded on regulated exchanges, guaranteed by an exchange or its clearing house, or regulated byany U.S. or foreign governmental authorities. Consequently, in many cases, there are no requirements with respect to record keeping, financial responsibility orsegregation of customer funds and positions. Furthermore, the enforceability of agreements underlying derivative transactions may depend on compliance with applicablestatutory and commodity and other regulatory requirements and, depending on the identity of the counterparty, applicable international requirements. The business failureof a hedging counterparty with whom we enter into a hedging transaction will most likely result in a default. Default by a party with whom we enter into a hedgingtransaction may result in the loss of unrealized profits and force us to cover our resale commitments, if any, at the then current market price. Although generally we willseek to reserve the right to terminate our hedging positions, it may not always be possible to dispose of or close out a hedging position without the consent of the hedgingcounterparty, and we may not be able to enter into an offsetting contract in order to cover our risk. We cannot be assured that a liquid secondary market will exist forhedging instruments purchased or sold, and we may be required to maintain a position until exercise or expiration, which could result in losses.

Compliance with changing regulation of corporate governance and public disclosure may result in additional expenses.

Changing laws, regulations and standards relating to corporate governance and public disclosure, including the Sarbanes-Oxley Act of 2002, or the “Sarbanes-Oxley Act,” the Dodd-Frank Wall Street Reform and Consumer Protection Act, new Securities and Exchange Commission regulations and NYSE rules, are creating uncertaintyfor companies such as ours. These new or changed laws, regulations, and standards are subject to varying interpretations, in many cases due to their lack of specificity. Asa result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies, which could result in continuing uncertaintyregarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We are committed to maintaining high standardsof corporate governance and public disclosure. As a result, our efforts to comply with evolving laws, regulations, and standards have resulted in, and are likely to continueto result in, increased general and administrative expenses and a diversion of management time and attention from revenue-generating activities to compliance activities.

Increases in interest rates could increase the amount of our debt payments, adversely affect our ability to pay dividends to our shareholders and could also adverselyaffect the values of the properties we own.

We expect that we will incur additional indebtedness in the future. Interest we pay could reduce cash available for distributions. Additionally, if we incur variable ratedebt, increases in interest rates would increase our interest costs, which would reduce our cash flows and our ability to service indebtedness and, therefore, our ability topay dividends to you. In addition, if we need to repay existing debt during periods of rising interest rates, we could be required to liquidate one or more of our investmentsin properties at times which may not permit realization of the maximum return on such investments.

23

We face risks relating to cybersecurity attacks that could cause loss of confidential information and other business disruptions.

We rely extensively on computer systems to manage our business, and our business is at risk from and may be impacted by cybersecurity attacks. These could includeattempts to gain unauthorized access to our data and computer systems. Attacks can be both individual and/or highly organized attempts organized by very sophisticatedhacking organizations. We employ a number of measures to prevent, detect and mitigate these threats, which include password protection, frequent password changeevents, firewall detection systems, frequent backups, a redundant data system for core applications and annual penetration testing; however, there is no guarantee suchefforts will be successful in preventing a cyber-attack. A cybersecurity attack could compromise the confidential information of our employees, tenants and vendors. Asuccessful attack could disrupt and affect our business operations.

Risks Related to the Real Estate Industry

Our real estate investments are subject to risks particular to real property.

Real estate investments are subject to risks particular to real property, including:

If any of these or similar events occur, it may reduce our return from an affected property or investment and reduce or eliminate our ability to make distributions toshareholders.

Liability relating to environmental matters may impact the value of the properties that we may acquire or underlying our investments.

Under various U.S. federal, state and local laws, an owner or operator of real property may become liable for the costs of removal of certain hazardous substancesreleased on its property. These laws often impose liability without regard to whether the owner or operator knew of, or was responsible for, the release of such hazardoussubstances. If we fail to disclose environmental issues, we could also be liable to a buyer or lessee of a property.

24

• adverse changes in national and local economic and market conditions, including the credit and securitization markets;

• changes in governmental laws and regulations, fiscal policies and zoning ordinances and the related costs of compliance with laws and regulations, fiscal policiesand ordinances;

• takings by condemnation or eminent domain;

• real estate conditions, such as an oversupply of or a reduction in demand for real estate space in the area;

• economic or physical decline of the areas where the properties are located and deterioration of the physical condition of our properties;

• the perceptions of tenants and prospective tenants of the convenience, attractiveness and safety of our properties;

• competition from comparable properties;

• the occupancy rate of our properties;

• the ability to collect on a timely basis all rent from tenants;

• the effects of any bankruptcies or insolvencies of major tenants;

• the expense of re-leasing space;

• changes in interest rates and in the availability, cost and terms of mortgage funding;

• the impact of present or future environmental legislation and compliance with environmental laws;

• acts of war or terrorism, including the consequences of terrorist attacks;

• acts of God, including earthquakes floods and other natural disasters, which may result in uninsured losses; and

• cost of compliance with the Americans with Disabilities Act.

There may be environmental problems associated with our properties which we were unaware of at the time of acquisition. The presence of hazardous substances mayadversely affect our ability to sell real estate, including the affected property, or borrow using real estate as collateral. The presence of hazardous substances, if any, on ourproperties may cause us to incur substantial remediation costs, thus harming our financial condition. In addition, although our leases will generally require our tenants tooperate in compliance with all applicable laws and to indemnify us against any environmental liabilities arising from a tenant’s activities on the property, we nonetheless would be subject to strict liability by virtue of our ownership interest for environmental liabilities created by such tenants, and we cannot ensure the shareholders that anytenants we might have would satisfy their indemnification obligations under the applicable sales agreement or lease. To the extent we have environmental insurance tomitigate any of these risks, our coverage may be insufficient. The discovery of material environmental liabilities attached to such properties could have a material adverseeffect on our results of operations and financial condition and our ability to make distributions to our shareholders.

Discovery of previously undetected environmentally hazardous conditions, including mold or asbestos, may lead to liability for adverse health effects and costs ofremediating the problem could adversely affect our operating results.

Under various U.S. federal, state and local environmental laws, ordinances and regulations, a current or previous owner or operator of real property may be liable forthe cost of removal or remediation of hazardous or toxic substances on, under or in such property. The costs of removal or remediation could be substantial. Such lawsoften impose liability whether or not the owner or operator knew of, or was responsible for, the presence of such hazardous or toxic substances. Environmental laws alsomay impose restrictions on the manner in which property may be used or businesses may be operated, and these restrictions may require substantial expenditures.Environmental laws provide for sanctions in the event of noncompliance and may be enforced by governmental agencies or, in certain circumstances, by private parties.Certain environmental laws and common law principles could be used to impose liability for release of and exposure to hazardous substances, including asbestos-containing materials into the air, and third parties may seek recovery from owners or operators of real properties for personal injury or property damage associated withexposure to released hazardous substances. To the extent we have environmental insurance to mitigate any of these risks, our coverage may be insufficient. The cost ofdefending against claims of liability, of compliance with environmental regulatory requirements, of remediating any contaminated property, or of paying personal injuryclaims related to any contaminated property could materially adversely affect our business, assets or results of operations and, consequently, amounts available fordistribution to our security holders.

Risks Related to Our European Operations

Our Gramercy European Property Fund and Goodman Joint Ventures expose us to additional risk.

We have made capital commitments to joint ventures that target net leased assets across Europe. These investments may be affected by factors particular to the laws ofthe jurisdiction in which the property is located. These investments expose us to risks that are different from and in addition to those commonly found in the U.S.,including:

25

• changing governmental rules and policies;

• enactment of laws relating to the foreign ownership of property and laws relating to the ability of foreign entities to remove invested capital or profits earnedfrom activities within the country to the U.S.;

• expropriation of investments;

• legal systems under which our ability to enforce contractual rights and remedies may be more limited than would be the case under U.S. law;

• difficulty in conforming obligations in other countries and the burden of complying with a wide variety of foreign laws, rules and regulations, which may bemore stringent than U.S. laws, rules and regulations, including tax requirements and land use, zoning, and environmental laws, as well as changes in such laws;

• adverse market conditions caused by changes in national or local economic or political conditions;

• tax requirements vary by country and we may be subject to additional taxes as a result of our international investments;

• changes in the availability, cost and terms of mortgage funds resulting from varying national economic policies;

• changes in real estate and other tax rates and other operating expenses in particular countries;

• changes in land use and zoning laws;

• more stringent environmental laws or changes in such laws; and

Moreover, we are subject to changes in foreign exchange rates due to potential fluctuations in exchange rates between foreign currencies and the U.S. dollar. Ourprincipal currency exposure is to the euro. We will attempt to mitigate a portion of the risk of currency fluctuation by financing our properties in the local currencydenominations, although there can be no assurance that this will be effective. Because we intend to place both our debt obligation to the lender and the tenant’s rental obligation to us in the same currency, our results of foreign operations benefit from a weaker U.S. dollar and are adversely affected by a stronger U.S. dollar relative toforeign currencies; that is, absent other considerations, a weaker U.S. dollar will tend to increase both our revenues and our expenses, while a stronger U.S. dollar willtend to reduce both our revenues and our expenses.

Risks Related to Our Former CDO Business

Our financial information reflects discontinued operations, in addition to our current business operations, and does not provide a meaningful comparison for periodover period results.

As a result of our disposition and deconsolidation in 2013 of certain legacy business operations, our financial results for the year do not just report the results of ourongoing net lease and asset management operations, but also reflect revenues and expenses from discontinued operations. Our business and operations have changedsubstantially over the past two years, and you should not rely on period over period comparisons of our company, or revenues from discontinued operations, as anindication of future results.

Our retained interests in our CDOs are highly speculative; as a result, there will be uncertainty as to the value of these investments.

Prior to March 2013, certain of our affiliates acted as collateral manager and sub-special servicer for our 2005, 2006 and 2007 collateralized debt obligations (“CDOs” and, collectively, the “Gramercy CDOs”). We retain interests in certain subordinate bonds, preferred shares and ordinary shares in the Gramercy CDOs. These retainedinterests (the “Retained CDO Bonds”) are highly speculative and subject to high fluctuations in purported value. The fair value of the Retained CDO Bonds, which are notpublicly traded, may not be readily determinable. We value the Retained CDO Bonds quarterly. Because such valuations are inherently uncertain, may fluctuate over shortperiods of time and may be based on estimates, our determinations of fair value may differ materially from the values that would have been used if a ready market for theRetained CDO Bonds existed. There is no guarantee that we will realize any proceeds from our Retained CDO Bonds, or what the timing of those proceeds might be, andthe value of our common shares could be adversely affected if our determinations regarding the fair value of the Retained CDO Bonds were materially higher than thevalues that we ultimately realize upon their disposal.

Our Retained CDO Bonds could generate “phantom” income.

Following the sale of the collateral manager agreements in March 2013, we continue to own the Retained CDO Bonds, which could continue to generate taxableincome for us despite the fact that we will not receive cash distributions on our equity and subordinated note holdings from the Retained CDO Bonds untilovercollateralization tests are met, if at all. Additionally, following the sale of the collateral manager agreements, we do not control or have influence over the factors thatmost directly affect the overcollateralization and interest coverage tests of the respective Retained CDO Bonds. Should these Retained CDO Bonds continue to generatetaxable income with no corresponding receipt of cash flow, our taxable income would continue to be recognized on each underlying investment in the relevant CDO. Wewould continue to be required to distribute 90% of our REIT taxable income (determined without regard to the dividends paid deduction and excluding net capital gain)from these transactions to continue to qualify as a REIT, despite the fact that we may not receive cash distributions on our equity and subordinated note holdings from theRetained CDO Bonds.

26

• restrictions and/or significant costs in repatriating cash and cash equivalents held in foreign bank accounts.

• In addition, the lack of publicly available information in certain jurisdictions in accordance with accounting principles generally accepted in the U.S., or GAAP,could impair our ability to analyze transactions and may cause us to forego an investment opportunity. It may also impair our ability to receive timely andaccurate financial information from tenants necessary to meet our reporting obligations to financial institutions or governmental or regulatory agencies. Also, wemay engage third-party asset managers in international jurisdictions to monitor compliance with legal requirements and lending agreements with respect toproperties we own or manage. Failure to comply with applicable requirements may expose us or our operating subsidiaries to additional liabilities.

We are exposed to litigation and other risks from our prior roles as collateral manager and sub-special servicer for the Gramercy CDOs.

As collateral manager and sub-special servicer for the Gramercy CDOs, we made investment, loan work-out and other decisions which could result in adverse financial impacts to third-parties. In particular, the discretion that we exercised in managing the collateral for the Gramercy CDOs could result in a liability due to inherentuncertainties surrounding the course of action that will result in the best long-term results with respect to such collateral and investments. This risk could be increased dueto the affiliated nature of our roles. In such roles, we could be subject to legal action as a result of these decisions, the outcomes of which cannot be certain and maymaterially adversely impact our financial condition and results of operations. If we were found liable for our actions as collateral manager or sub-special servicer and we were required to pay significant damages, our financial condition and results of operations could be materially adversely affected.

Risks Related to Our Taxation as a REIT

Our failure to qualify as a REIT would result in higher taxes and reduced cash available for shareholders.

We intend to continue to operate in a manner so as to qualify as a REIT for U.S. federal income tax purposes. Our continued qualification as a REIT depends on oursatisfaction of certain asset, income, organizational, distribution and shareholder ownership requirements on a continuing basis. Our ability to satisfy some of the assettests depends upon the fair market values of our assets, some of which are not able to be precisely determined and for which we will not obtain independent appraisals. Ifwe were to fail to qualify as a REIT in any taxable year, and certain statutory relief provisions were not available, we would be subject to U.S. federal income tax,including any applicable alternative minimum tax, on our taxable income at regular corporate rates, and distributions to shareholders would not be deductible by us incomputing our taxable income. Any such corporate tax liability could be substantial and would reduce the amount of cash available for distribution. Unless entitled torelief under certain Internal Revenue Code provisions, we also would be disqualified from taxation as a REIT for the four taxable years following the year during whichwe ceased to qualify as a REIT. In addition, if we fail to qualify as a REIT, we will no longer be required to make distributions. As a result of all these factors, our failureto qualify as a REIT could impair our ability to expand our business and raise capital, and it would adversely affect the value of our common shares. Even if we qualify asa REIT, we may be may be subject to the corporate alternative minimum tax on our items of tax preference if our alternative minimum taxable income exceeds our taxableincome.

REIT distribution requirements could adversely affect our liquidity.

In order to maintain our REIT status and to meet the REIT distribution requirements, we may need to borrow funds on a short-term basis or sell assets, even if the then-prevailing market conditions are not favorable for these borrowings or sales. To qualify as a REIT, we generally must distribute to our shareholders at least 90% ofour net taxable income each year, excluding capital gains. In addition, we will be subject to corporate income tax to the extent we distribute less than 100% of our nettaxable income including any net capital gain. We intend to make distributions to our shareholders to comply with the requirements of the Internal Revenue Code forREITs and to minimize or eliminate our corporate income tax obligation to the extent consistent with our business objectives. Our cash flows from operations may beinsufficient to fund required distributions as a result of differences in timing between the actual receipt of income and the recognition of income for U.S. federal incometax purposes (including, without limitation, taxable income from our Retained CDO Bonds that do not currently produce cash distributions), or the effect of non-deductible capital expenditures, the creation of reserves or required debt service or amortization payments. The insufficiency of our cash flows to cover our distributionrequirements could have an adverse impact on our ability to raise short- and long-term debt or sell equity securities in order to fund distributions required to maintain ourREIT status. In addition, we will be subject to a 4% nondeductible excise tax on the amount, if any, by which distributions paid by us in any calendar year are less than thesum of 85% of our ordinary income, 95% of our capital gain net income and 100% of our undistributed income from prior years.

Further, amounts distributed will not be available to fund investment activities. We expect to fund our investments by raising equity capital and through borrowingsfrom financial institutions and the debt capital markets. If we fail to obtain debt or equity capital in the future, it could limit our ability to grow, which could have amaterial adverse effect on the value of our common shares.

We may incur adverse tax consequences if legacy Chambers failed to qualify as a REIT for United States federal income tax purposes prior to the Merger.

As a result of the Merger, Legacy Gramercy ceased to exist as a separate REIT and legacy Chambers is the surviving REIT from the Merger but changed its name to Gramercy Property Trust. The new combined entity includes two subsidiary REITs within the Legacy Gramercy structure prior to the Merger.

27

In connection with the closing of the Merger, we received an opinion from Chamber’s counsel to the effect that legacy Chambers qualified to be taxed as a REIT for U.S. federal income tax purposes through the closing date of the Merger. If legacy Chambers failed to qualify as a REIT for U.S. federal income tax purposes prior to the Merger, the new combined company may inherit significant tax liabilities and could even lose its current status as a REIT for U.S. federal income tax purposes. Even if we retain our status as a REIT for U.S. federal income tax purposes, if legacy Chambers is deemed to have lost its status as a REIT for U.S. federal income tax purposes for 2015 or a prior taxable year, we could face significant tax consequences that could substantially reduce our cash available for distribution to our shareholders. In general we are responsible for any corporate income tax liabilities of legacy Chambers, including penalties and interest. We could be required to pay a special distribution and/or employ applicable deficiency dividend procedures (including interest payments to the Internal Revenue Service) to eliminate any earnings and profits accumulated by legacy Chambers for taxable periods that it did not qualify as a REIT.

As a result of these factors, legacy Chamber’s failure before the Merger to qualify as a REIT could impair our ability to expand our business and raise capital, andcould materially adversely affect the value of our common shares. Also, if there is an adjustment to legacy Chamber’s REIT taxable income or dividends paid deductions, we could elect to use the deficiency dividend procedure in order to maintain legacy Chamber’s status as a REIT for U.S. federal income tax purposes, but that deficiencydividend procedure could require us to make significant distributions to shareholders and to pay significant interest to the Internal Revenue Service.

In January 2011, and again as a result of the Merger in December 2015, Legacy Gramercy experienced an “ownership change” for purposes of Section 382 of the Internal Revenue Code, which limits our ability to utilize Legacy Gramercy net operating losses and net capital losses against future taxable income, increasing ourdividend distribution requirement which could adversely affect our liquidity.

We had substantial net operating and net capital loss carry forwards which we have used to offset our tax and/or distribution requirements. In both January 2011 and December 2015, Legacy Gramercy (including our subsidiary REITs and taxable REIT subsidiaries) experienced an “ownership change” for purposes of Section 382 of the Internal Revenue Code occurred, which limits our ability to use certain Legacy Gramercy losses that the combined company inherited in the Merger. In general, an “ownership change” occurs if there is a change in ownership of more than 50% of our common shares during any cumulative three year period. For this purpose, determinations of ownership changes are generally limited to shareholders deemed to own 5% or more of our common shares. Such a change in ownership may be triggered by regular trading activity in our common shares, which is generally beyond our control. As a result of both the January 2011 and December 2015 “ownership change,” sections 382 and 383 impose an annual limit on the amount of net operating loss and net capital loss carryforward that can be used by us to offset future ordinary taxable income and capital gains, beginning with our 2011 taxable year. Such limitations may increase our dividend distribution requirement, which could adversely affect our liquidity.

Ownership Change under Section 382 of the Internal Revenue Code can have adverse tax consequences.

In addition to the ownership change for Legacy Gramercy as a result of the Merger, in connection with transactions in our common shares from time to time, we mayin the future experience an “ownership change” within the meaning of Section 382 of the Internal Revenue Code. Calculating whether a Section 382 ownership changehas occurred is subject to uncertainties, including the complexity and ambiguity of Section 382 and limitations on a publicly traded company’s knowledge as to the ownership of, and transactions in, its securities. If an ownership change were to occur, our ability to use certain tax attributes, including net operating losses and netcapital losses and other credits, deductions or tax basis, may be limited, which could have an adverse impact on our business.

28

Complying with REIT requirements may limit our ability to hedge effectively.

The existing REIT provisions of the Internal Revenue Code may limit our ability to hedge our operations. Except to the extent provided by Treasury regulations, anyincome from a hedging transaction where the instrument hedges interest rate risk on liabilities used to carry or acquire real estate or hedges risk of currency fluctuationswith respect to any item of income or gain that would be qualifying income under the 75% or 95% gross income tests will be excluded from gross income for purposes ofthe 75% and 95% gross income tests. To qualify the preceding sentence, the hedging transaction must be clearly identified as specified in Treasury regulations before theclose of the day on which it was acquired, originated or entered into. To the extent that we enter into other types of hedging transactions, the income from thosetransactions is likely to be treated as non-qualifying income for purposes of both of the gross income tests. In addition, we must limit our aggregate income from non-qualified hedging transactions, from our provision of services and from other non-qualifying sources, to less than 5% of our annual gross income (determined withoutregard to gross income from qualified hedging transactions). As a result, we may have to limit our use of certain hedging techniques or implement those hedges throughTRS entities. This could result in greater risks associated with changes in interest rates than we would otherwise want to incur or could increase the cost of our hedgingactivities. If we fail to satisfy the 75% or 95% limitations, we could lose our REIT qualification for U.S. federal income tax purposes, unless our failure was due toreasonable cause and not due to willful neglect, and we meet certain other technical requirements. Even if our failure was due to reasonable cause, we might incur apenalty tax.

The share ownership limit imposed by the Internal Revenue Code for REITs and our charter may inhibit market activity in our shares and may restrict our businesscombination opportunities.

In order for us to maintain our qualification as a REIT under the Internal Revenue Code, not more than 50% in value of our outstanding shares may be owned, directlyor indirectly, by five or fewer individuals (as defined in the Internal Revenue Code to include certain entities) at any time during the last half of each taxable year.Additionally, at least 100 persons must beneficially own our capital shares during at least 335 days of a taxable year for each taxable year. Our charter, with certainexceptions, authorizes our trustees to take such actions as are necessary and desirable to preserve our qualification as a REIT. Unless exempted by the board of trustees,no person may own more than 9.8% of the aggregate value of our outstanding shares or more than 9.8% in value or in number of shares, whichever is more restrictive, ofthe outstanding common shares. The board of trustees may not grant such an exemption to any proposed transferee whose ownership of in excess of 9.8% of the value ofour outstanding shares or more than 9.8% in value or in number of shares, whichever is more restrictive, of the outstanding common shares, would result in thetermination of our status as a REIT. These ownership limits could delay or prevent a transaction or a change in our control that might be in the best interest of ourshareholders.

Dividends payable by REITs do not qualify for the reduced tax rates available for some dividends.

The maximum tax rate applicable to “qualified dividend income” payable to U.S. shareholders that are taxed at individual rates is 20%. Dividends payable by REITs,however, generally are not eligible for the reduced rates on qualified dividend income. The more favorable rates applicable to regular corporate qualified dividends couldcause investors who taxed at individual rates to perceive investments in REITs to be relatively less attractive than investments in the shares of non-REIT corporations that pay dividends, which could adversely affect the value of the shares of REITs, including our common shares.

The tax on prohibited transactions will limit our ability to engage in transactions, including how we sell our real estate properties, which may inhibit our ability to sellnon-core properties pursuant to our desired asset disposition plan.

A REIT’s gain from prohibited transactions is subject to a 100% tax. In general, prohibited transactions are sales or other dispositions of property, other than foreclosure property, held primarily for sale to customers in the ordinary course of business.

Whether property is held as inventory or primarily for sale to customers in the ordinary course of a trade or business is a question of fact that depends on all the factsand circumstances surrounding the particular transaction. There can be no assurance as to whether or not the Internal Revenue Service might successfully assert that oneor more of our dispositions is subject to the 100% penalty tax. The Internal Revenue Code provide a safe-harbor pursuant to which limited sales of real property held forat least two years and meeting specified additional requirements will not be treated as prohibited transactions, but fitting within the safe harbor rules limits our operationalflexibility.

We will attempt to comply with the terms of the safe-harbor provisions in the Internal Revenue Code prescribing when a property sale will not be characterized as aprohibited transaction. We cannot make any assurances, however, that we can comply with the safe-harbor provisions or that we will avoid owning property that may becharacterized as property that we hold primarily for sale to customers in the ordinary course of a trade or business.

29

We may be unable to generate sufficient revenue from operations, operating cash flow or portfolio income to pay our operating expenses, and our operating expensescould rise, diminishing our ability and to pay distributions to our shareholders.

As a REIT, we are generally required to distribute at least 90% of our REIT taxable income, determined without regard to the dividends paid deduction and notincluding net capital gains, each year to our shareholders. To qualify for the tax benefits accorded to REITs, we have and intend to continue to make distributions to ourshareholders in amounts such that we distribute all or substantially all our net taxable income each year, subject to certain adjustments. However, our ability to makedistributions may be adversely affected by the risk factors described herein. Our ability to make and sustain cash distributions is based on many factors, including thereturn on our investments, the size of our investment portfolio, operating expense levels, and certain restrictions imposed by Maryland law. Some of the factors arebeyond our control and a change in any such factor could affect our ability to pay future dividends. No assurance can be given as to our ability to pay distributions to ourshareholders. In the event of a downturn in our operating results and financial performance or unanticipated declines in the value of our asset portfolio, we may be unableto declare or pay quarterly distributions or make distributions to our shareholders. The timing and amount of distributions are in the sole discretion of our board oftrustees, which considers, among other factors, our earnings, financial condition, debt service obligations and applicable debt covenants, REIT qualification requirementsand other tax considerations and capital expenditure requirements as our board of trustees may deem relevant from time to time.

Although our use of TRSs may be able to partially mitigate the impact of meeting the requirements necessary to maintain our qualification as a REIT, our ownershipof and relationship with our TRSs will be limited, and a failure to comply with the limits would jeopardize our REIT qualification and may result in the application ofa 100% excise tax.

A REIT may own up to 100% of the shares of one or more TRSs. A TRS generally may hold assets and earn income that would not be qualifying assets or income ifheld or earned directly by a REIT. Both the subsidiary and the REIT must jointly elect to treat the subsidiary as a TRS. A corporation of which a TRS directly or indirectlyowns more than 35% of the voting power or value of the shares will automatically be treated as a TRS. Overall, no more than 25% (and starting in 2018 no more than20%) of the value of a REIT’s assets may consist of shares or securities of one or more TRSs. In addition, the TRS rules limit the deductibility of interest paid or accruedby a TRS to its parent REIT to assure that the TRS is subject to an appropriate level of corporate taxation. The rules also impose a 100% excise tax on certain transactionsbetween a TRS and its parent REIT that are not conducted on an arm’s-length basis.

We own certain investments and conduct certain operations through TRSs, which pay U.S. federal, state and local income tax on their taxable income, and their after-tax net income will be available for distribution to us but will not be required to be distributed to us. We anticipate that the aggregate value of TRS securities owned by uswill be less than 25% of the value of our total assets (including such TRS securities). Furthermore, we will monitor the value of our respective investments in our TRSsfor the purpose of ensuring compliance with the rule that no more than 25% (or 20% starting in 2018) of the value of a REIT’s assets may consist of TRS securities (which is applied at the end of each calendar quarter). In addition, we will scrutinize all of our transactions with our TRSs for the purpose of ensuring that they are enteredinto on arm’s-length terms in order to avoid incurring the 100% excise tax described above. The value of the securities that we hold in our TRSs may not be subject toprecise valuation. Accordingly, there can be no complete assurance that we will be able to comply with the 25%, limitation discussed above or avoid application of the100% excise tax discussed above.

We may be subject to adverse legislative or regulatory tax changes that could reduce the market price of our common shares.

At any time, the U.S. federal income tax laws governing REITs or the administrative interpretations of those laws may be amended. We cannot predict when or if anynew U.S. federal income tax law, regulation or administrative interpretation, or any amendment to any existing U.S. federal income tax law, regulation or administrativeinterpretation, will be adopted, promulgated or become effective and any such law, regulation, or interpretation may take effect retroactively. We and our shareholderscould be adversely affected by any such change in the U.S. federal income tax laws, regulations or administrative interpretations.

30

If either of the Operating Partnerships failed to qualify as a partnership for federal income tax purposes, we would cease to qualify as a REIT and suffer otheradverse consequences.

We believe that the Operating Partnership will be treated as a partnership for federal income tax purposes. As a partnership, each Operating Partnership will not besubject to federal income tax on its income. Instead, each of its partners, including us, will be allocated, and may be required to pay tax with respect to, its share of theOperating Partnership’s income. We cannot assure you, however, that the Internal Revenue Service will not challenge the status of the Operating Partnership or any othersubsidiary partnership in which we own an interest as a partnership for federal income tax purposes, or that a court would not sustain such a challenge. If the InternalRevenue Service were successful in treating the Operating Partnership or any such other subsidiary partnership as an entity taxable as a corporation for federal income taxpurposes, we would fail to meet the gross income tests and certain of the asset tests applicable to REITs and, accordingly, we would likely cease to qualify as a REIT.Also, the failure of the Operating Partnership or any subsidiary partnerships to qualify as a partnership could cause it to become subject to federal and state corporateincome tax, which would reduce significantly the amount of cash available for debt service and for distribution to its partners, including us.

Risks Related to Our Organization and Structure

Maryland takeover statutes could restrict a change of control, which could have the effect of inhibiting a change in control even if a change in control were in ourshareholders' interests.

Under the Maryland General Corporate Law (the "MGCL") as applicable to REITs, certain "business combinations" between a Maryland REIT and an interestedshareholder or an affiliate of an interested shareholder are prohibited for five years after the most recent date on which the interested shareholder becomes an interestedshareholder. These business combinations include a merger, consolidation, share exchange, or, in circumstances specified in the statute, an asset transfer or issuance orreclassification of equity securities. An interested shareholder is defined as:

A person is not an interested shareholder under the statute if our board of trustees approves in advance the transaction by which he otherwise would have become aninterested shareholder.

After the five-year prohibition, any business combination between the Maryland REIT and an interested shareholder generally must be recommended by our board oftrustees and approved by the affirmative vote of at least:

The business combination statute may discourage others from trying to acquire control of us and increase the difficulty of consummating any offer, including potentialacquisitions that might involve a premium price for our common shares or otherwise be in the best interests of our shareholders.

Our board of trustees has adopted a resolution exempting the Company from the provisions of the MGCL relating to business combinations with interestedshareholders or affiliates of interested shareholders. However, such resolution can be altered or repealed, in whole or in part, at any time by our board of trustees. If suchresolution is repealed, the business combination statute could have the effect of discouraging offers to acquire us and of increasing the difficulty of consummating theseoffers, even if our acquisition would be in our shareholders' best interests.

Certain provisions of the MGCL applicable to Maryland real estate investment trusts permit our board of trustees, without shareholder approval and regardless of whatis currently provided in our declaration of trust or bylaws, to adopt certain mechanisms, some of which (for example, a classified board) we do not have. These provisionsmay have the effect of limiting or precluding a third party from making an acquisition proposal for us or of delaying, deferring or preventing a change in our control undercircumstances that otherwise could provide the holders of our common shares with the opportunity to realize a premium over the then current market price.

31

• any person who beneficially owns 10% or more of the voting power of our outstanding voting shares; or

• an affiliate or associate of the Company who, at any time within the two-year period prior to the date in question, was the beneficial owner of 10% or more of thevoting power of our then outstanding shares.

• 80% of the votes entitled to be cast by holders of our outstanding voting shares; and

• two-thirds of the votes entitled to be cast by holders of our outstanding voting shares other than shares held by the interested shareholder with whom or withwhose affiliate the business combination is to be effected or held by an affiliate or associate of the interested shareholder.

The MGCL also limits the ability of a third-party to buy a large stake in us and exercise voting power in electing trustees.

The MGCL, as applicable to REITs, provides that "control shares" of a Maryland REIT acquired in a "control share acquisition" have no voting rights except to theextent approved by a vote of two-thirds of the votes entitled to be cast on the matter, excluding shares owned by the acquiror, by officers or by trustees who are employeesof the corporation. "Control shares" are voting shares that would entitle the acquirer to exercise voting power in electing trustees within specified ranges of voting power.Control shares do not include shares the acquiring person is then entitled to vote as a result of having previously obtained shareholder approval. A "control shareacquisition" means the acquisition of issued and outstanding control shares, subject to certain exceptions. The control share acquisition statute does not apply (i) to sharesacquired in a merger, consolidation or share exchange if we are a party to the transaction, or (ii) to acquisitions approved or exempted by our declaration of trust orbylaws. Our bylaws contain a provision exempting from the control share acquisition statute any and all acquisitions by any person of our shares. We cannot assure youthat such provision will not be amended or eliminated at any time in the future. If such provision is eliminated, the control share acquisition statute could have the effect ofdiscouraging offers to acquire us and increasing the difficulty of consummating any such offers, even if our acquisition would be in our shareholders' best interests.

Our authorized but unissued preferred shares may prevent a change in our control which could be in the shareholders’ best interests.

Our charter authorizes us to issue additional authorized but unissued common or preferred shares. Any such issuance could dilute our existing shareholders’ interests. In addition, the board of trustees may classify or reclassify any unissued common or preferred shares into other classes or series of shares and may set the preferences,rights and other terms of the classified or reclassified shares. As a result, the board of trustees may establish a class or series of preferred shares that could delay or preventa transaction or a change in control that might be in the best interest of our shareholders.

We may change our investment and operational policies without shareholder consent.

We may change our investment and operational policies, including our policies with respect to investments, acquisitions, growth, operations, indebtedness,capitalization and distributions, at any time without the consent of our shareholders, which could result in our making investments that are different from, and possiblyriskier than, the types of investments described in this filing. A change in our investment strategy may increase our exposure to interest rate risk, default risk and realestate market fluctuations, all of which could adversely affect our ability to make distributions.

We may in the future choose to pay dividends in our own shares, in which case you may be required to pay income taxes in excess of the cash dividends you receive.

We may in the future distribute taxable dividends that are payable in cash and common shares at the election of each shareholder. Taxable shareholders receiving suchdividends will be required to include the full amount of the dividend as ordinary income to the extent of our current and accumulated earnings and profits for UnitedStates federal income tax purposes. As a result, a U.S. shareholder may be required to pay income taxes with respect to such dividends in excess of the cash dividendsreceived. If a U.S. shareholder sells the shares it receives as a dividend in order to pay this tax, the sales proceeds may be less than the amount included in income withrespect to the dividend, depending on the market price of our shares at the time of the sale. Furthermore, with respect to non-U.S. shareholders, we may be required to withhold U.S. tax with respect to such dividends, including in respect of all or a portion of such dividend that is payable in shares. In addition, if a significant number ofour shareholders determine to sell common shares in order to pay taxes owed on dividends, it may put downward pressure on the trading price of our common shares.

Risks Related to Ownership of Common Shares

Future sales of common shares in the public market or the issuance of other equity may adversely affect the market price of our common shares.

Sales of a substantial number of common shares or other equity-related securities in the public market could depress the market price of our common shares, andimpair our ability to raise capital through the sale of additional equity securities. We cannot predict the effect that future sales of common shares or other equity-related securities would have on the market price of our common shares.

32

The price of our common shares may fluctuate significantly.

The trading price of our common shares may fluctuate significantly in response to many factors, including:

• actual or anticipated variations in our operating results, funds from operations, or FFO, cash flows, liquidity or distributions;

• changes in our earnings estimates or those of analysts;

• publication of research reports about it or the real estate industry or sector in which we operate;

• increases in market interest rates that lead purchasers of our shares to demand a higher dividend yield;

• changes in market valuations of companies similar to us;

• adverse market reaction to any securities we may issue or additional debt it incurs in the future;

• additions or departures of key management personnel;

• actions by institutional shareholders;

• speculation in the press or investment community;

• continuing high levels of volatility in the credit markets;

• the realization of any of the other risk factors included herein; and

• general market and economic conditions.

The availability and timing of cash distributions is uncertain.

We are generally required to distribute to its shareholders at least 90% of its REIT taxable income, determined without regard to the dividends paid deduction andexcluding any net capital gain, each year in order for us to qualify as a REIT under the Code, which we intend to satisfy through quarterly cash distributions of all orsubstantially all of our REIT taxable income in such year, subject to certain adjustments.

Our board of trustees will determine the amount and timing of any distributions. In making such determinations, our trustees will consider all relevant factors, including the amount of cash available for distribution, capital expenditures, general operational requirements and applicable law. We intend over time to make regularquarterly distributions to holders of our common shares. However, we bear all expenses incurred by our operations, and the funds generated by operations, after deductingthese expenses, may not be sufficient to cover desired levels of distributions to shareholders. In addition, our board of trustees, in its discretion, may retain any portion ofsuch cash in excess of our REIT taxable income for working capital. We cannot predict the amount of distributions we may make, maintain or increase over time.

There are many factors that can affect the availability and timing of cash distributions to shareholders. Because we may receive rents and income from our propertiesat various times during our fiscal year, distributions paid may not reflect our income earned in that particular distribution period. The amount of cash available fordistribution will be affected by many factors, including without limitation, the amount of income we will earn from investments in target assets, the amount of itsoperating expenses and many other variables. Actual cash available for distribution may vary substantially from our expectations.

While we intend to fund the payment of quarterly distributions to holders of common shares entirely from distributable cash flows, we may fund quarterly distributionsto its shareholders from a combination of available net cash flows, equity capital and proceeds from borrowings. In the event we are unable to consistently fund futurequarterly distributions to shareholders entirely from distributable cash flows, the value of our common shares may be negatively impacted.

33

An increase in market interest rates may have an adverse effect on the market price of our common shares and our ability to make distributions to its shareholders.

One of the factors that investors may consider in deciding whether to buy or sell common shares is our distribution rate as a percentage of our share price, relative tomarket interest rates. If market interest rates increase, prospective investors may demand a higher distribution rate on common shares or seek alternative investmentspaying higher distributions or interest. As a result, interest rate fluctuations and capital market conditions can affect the market price of common shares. For instance, ifinterest rates rise without an increase in our distribution rate, the market price of common shares could decrease because potential investors may require a higherdistribution yield on common shares as market rates on interest-bearing instruments such as bonds rise. In addition, to the extent we have variable rate debt, rising interestrates would result in increased interest expense on our variable rate debt, thereby adversely affecting our cash flow and its ability to service our indebtedness and makedistributions to our shareholders.

SPECIAL NOTE REGARDING EXHIBITS

In reviewing the agreements included as exhibits to this Annual Report on Form 10-K, please remember they are included to provide you with information regardingtheir terms and are not intended to provide any other factual or disclosure information about our company or the other parties to the agreements. The agreements containrepresentations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the other parties to the applicable agreement and:

Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. Additionalinformation about our company may be found elsewhere in this Annual Report on Form 10-K and our other public filings, which are available without charge through theSEC’s website at http://www.sec.gov. See Item 1, “Business - Corporate Governance and Internet Address; Where Readers Can Find Additional Information.”

As of the date of this filing, we do not have any unresolved comments with the staff of the SEC.

34

• should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk tone of the parties if those statements prove to beinaccurate;

• have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are notnecessarily reflected in the agreement;

• may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and

• were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recentdevelopments.

ITEM 1B. UNRESOLVED STAFF COMMENTS

Our corporate headquarters are located in midtown Manhattan at 521 Fifth Avenue, 30th Floor, New York, New York 10175. We also have regional offices located inLondon, United Kingdom, Horsham, Pennsylvania, Clayton, Missouri, Los Angeles, California, and Princeton, New Jersey.

Current Property Portfolio

As of December 31, 2015, we owned interests, either directly or through an unconsolidated equity investment, in 323 properties containing an aggregate of approximately 63.0 million rentable square feet. The following table provides information about the properties in our portfolio as of December 31, 2015:

GPT PORTFOLIO:

35

ITEM 2. PROPERTIES (Dollar amounts in thousands, except square feet and dollar per square foot amounts)

Number of Properties Location Tenant(s)

LeasedSquare

Feet

Contractual Base Rent Per Square

Foot(1)

TermExpiry(2)

Industrial Properties

1 Greenwood, IN Nestle Waters North America 294,388 $ 3.50 07/31/24

1 Greenfield, INStanley Security SolutionsHarlan Laboratories, Inc.

245,041 $ 5.1202/13/2212/31/23

1 Olive Branch, MS Five Below, Inc. 605,427 $ 2.85 12/31/23 (4)

1 Garland, TX Apex Tool Group, LLC 341,840 $ 2.23 10/31/32

1 Bellmawr, NJ Federal Express Corporation 62,230 $ 4.89 10/31/22

1 Hialeah Gardens, FL Preferred Freezer Services 117,591 $ 17.89 05/31/39

1 Swedesboro, NJ Albert's Organics, Inc. 70,000 $ 10.72 05/31/28

1 Atlanta, GA KapStone Paper and Packaging Corporation 133,317 $ 2.71 04/30/23

1 Manassas, VA Retrievex Acquisition Corp. V 40,018 $ 7.50 12/31/24

1 Manassas, VA Retrievex Acquisition Corp. V 43,047 $ 7.50 12/31/24

1 Yuma, AZ Earthbound Holdings II, LLC 216,727 $ 6.79 09/30/33

1 Austin, TX Angelica Textile Services, Inc. 120,347 $ 6.03 10/31/28

1 Galesburg, IL Euclid Beverage, Ltd 52,700 $ 3.61 10/09/21

1 Lawrence, IN EF Transit, Inc. 534,769 $ 5.42 06/30/24

1 Peru, IL Euclid Beverage Ltd 78,100 $ 7.28 06/09/22

1 Waco, TX Associated Hygienic Products, LLC 303,000 $ 6.90 07/31/29

1 Allentown, PA Amcor Rigid Plastics USA, LLC 480,000 $ 5.29 12/23/28

2 Los Angeles, CA Douglas Steel Supply Co. 120,506 $ 7.92 12/31/28

1 Des Plaines, IL Filtran, LLC 115,472 $ 4.29 10/31/25

1 Elgin, IL Dynacast, LLC 112,325 $ 7.52 08/31/28

1 Harrisburg, PA Cummins, Inc. 183,200 $ 3.25 05/31/25

1 Elk Grove Village, IL Hearthside Holdco, LLC 309,284 $ 4.55 12/31/23

1 Tampa, FL Cott Beverages Inc. 175,920 $ 4.21 01/31/20

1 Ames, IAJacobson Warehouse Company, Inc.Strategic Warehousing, LLCAmcor Rigid Plastics USA, Inc.

576,876 $ 3.8712/31/1612/31/1612/31/20

1 Buford, GA Office Depot, Inc. 550,000 $ 5.08 04/30/20

1 Wilson, NC Cott Beverages, Inc. 328,000 $ 3.70 05/31/26

1 Arlington Heights, IL European Imports Ltd 186,954 $ 8.36 05/31/19

1 Bloomington, IL Compass Group USA, INC. 110,063 $ 4.43 07/31/24

1 Kenosha, WI Emerson Electric Co. 160,300 $ 4.69 09/30/24

1 Worcester, MA Polar Corp 285,437 $ 5.55 03/31/29

1 Miami, FL International Data Depository Inc 187,749 $ 4.24 10/31/21

1 Morrow, GA Global Stainless Supply, Inc. 203,850 $ 2.40 01/20/20

36

Number of Properties Location Tenant(s)

LeasedSquare

Feet

Contractual Base Rent Per Square

Foot(1)

TermExpiry(2)

1 Midway, GA Pacific Global Logistics Inc 502,854 $ 2.67 01/31/19

1 Puyallup, WA Saint-Gobain Abrasives, Inc. 108,644 $ 6.31 02/29/24

1 Lewisville, TXE.A. Sween CompanyCompudata Products Inc

115,459 $ 4.5511/30/1805/31/28

1 Rolling Meadows, IL J.C. Restoration, Inc. 93,614 $ 7.91 12/03/26

1 Groveport, OH Almo Distributing Pennsylvania Inc 240,000 $ 2.42 03/31/18

1 Buffalo Grove, IL CrossCom National LLC 60,014 $ 6.14 12/31/21

1 Burr Ridge, IL Harry Holland & Son, Inc. 47,000 $ 7.29 02/29/20

1 Downers Grove, IL Valid USA, Inc. 109,000 $ 6.22 09/30/29

1 Hamlet, NC Henry's Tackle LLC 310,673 $ 3.20 05/30/24

1 Bolingbrook, IL Valid USA, Inc 225,203 $ 4.00 05/31/29

1 Cinnaminson, NJ Domtar Paper Company, LLC 465,000 $ 3.55 04/30/25

1 St Louis, MO Alpha Plastics, Inc. 211,000 $ 3.95 09/30/29

1 Sussex, WI Quad/Graphics, Inc. 192,160 $ 3.71 09/30/17

1 Milwaukee, WI Ball Metal Beverage Container Corp 110,400 $ 3.80 07/31/16

1 Oak Creek, WI United States Postal Service 150,192 $ 3.74 09/30/19

1 Kent, WA Cenveo Corporation 214,970 $ — 11/30/22

1 San Jose, CA Vander-Bend Manufacturing, LLC 207,006 $ 13.32 10/31/27

1 Richfield, OH FedEx Ground Package Systems Inc. 229,972 $ 7.97 09/30/21

4 Houston, TX CEVA Freight, LLC 465,475 $ 10.22 12/31/17

1 Aurora, CO CEVA Freight, LLC 84,973 $ 6.92 12/31/17

1 Dixon, IL Spectrum Brands, Inc 575,448 $ 3.00 02/28/28

1 Oswego, IL Radiac Abrasives, Inc. 74,960 $ 5.25 05/14/22

1 Obetz, OH Nautilus, Inc. 478,053 $ 3.39 07/31/21

1 Auburn, WA Gerdau Reinforcing Steel 109,585 $ 7.67 10/31/21

1 Fairfield, CA Gerdau Reinforcing Steel 59,000 $ 5.08 01/31/23

1 San Bernardino, CA Gerdau Reinforcing Steel 69,452 $ 8.19 02/29/16

1 Philadelphia, PA Penn Jersey Paper Co. 255,336 $ 7.47 04/30/26

1 Orlando, FL Kratos Defense & Security Solutions, Inc. 92,616 $ 8.84 07/17/20

1 Orlando, FL Magical Cruise Company, Limited 141,668 $ 3.80 05/31/21

1 Vernon, CA Mikawaya 106,631 $ 16.80 06/30/30

1 Fridley, MN BAE Systems Land & Armaments L.P. 585,225 $ 5.78 11/30/25

1 Pinellas Park, FL Davidoff of Geneva USA Inc. 131,800 $ 5.85 09/30/30

1 Norcross, GA Deutz Corporation 142,073 $ 3.83 10/31/25

1 Norcross, GA Granquartz, LP 80,000 $ — 12/31/22

1 Round Rock, TX Proportion Foods, LLC 200,411 $ — 12/31/2030

1 Hackettstown, NJ Astrodyne Corporation 150,500 $ 6.50 12/31/35

2 Nashville, TN PTB, LLC 152,600 $ 2.86 12/22/35

1 La Vergne, TN PTB, LLC 225,000 $ 2.86 12/22/35

1 Dallas, TXNassau Candy Southwest, LLCSynnex Corporation

120,000 $ 3.90 5/31/2018

1 Dallas, TX

Cintas - R.U.S. LPAllen Baseball Holdings, LLCStandex International CorporationTexas Valve & Fitting Company LLC

100,000 $ 5.30

04/18/1809/30/1802/28/1903/31/24

1 Dallas, TXLSA - Cleanpart Texas, L.P.Assa Abloy Hospitality, Inc.

73,112 $ 3.4004/30/2107/31/21

1 Chicago, ILCompass Group USA, Inc.Illinois Industrial Tool, Inc.

185,045 $ 6.1610/31/1603/31/17

1 Spartanburg, SC Dish Network L.L.C. 316,491 $ 3.99 09/30/19

1 Spartanburg, SC Magna Exteriors and Interiors USA, Inc. 101,055 $ 4.50 08/31/20

37

Number of Properties Location Tenant(s)

LeasedSquare

Feet

Contractual Base Rent Per Square

Foot(1)

TermExpiry(2)

1 Spartanburg, SC Smilemakers, Inc. 101,459 $ 3.48 09/30/17

1 Spartanburg, SC International Automotive Components Group North America, Inc. 70,000 $ 4.52 06/30/18

1 Charleston, SC Meadwestvaco Corporation, a Delaware Corp. 284,750 $ 3.30 05/31/25

1 Charleston, SC Continental Terminals of SC, Inc. 101,705 $ 4.95 11/30/17

1 Charleston, SC Vital Records Control of South Carolina, Inc. 79,972 $ 4.84 08/31/20

1 Charleston, SC Trans-Hold Inc. 316,040 $ 3.94 01/31/22

1 Charleston, SC Husqvarna Professional Products, Inc. 451,370 $ 4.20 12/31/18

1 Charleston, SC Menlo Logistics, Inc. 100,823 $ 2.77 01/31/19

1 Charleston, SC Allied Air Enterprises LLC 101,055 $ 4.00 08/31/18

1 Charlotte, NC Major Metals Company 100,000 $ 3.98 MTM

1 Charlotte, NC Southeastern Container, Inc. 301,400 $ 3.03 12/31/19

1 Winston-Salem, NC The Clearing House Payments Company, Inc 100,853 $ 4.74 12/31/28

1 Winston-Salem, NC MOM Brands Company 316,130 $ 3.69 11/30/19

1 Spartanburg, SC ThyssenKrupp Materials NA, Inc 51,028 $ 4.13 09/30/17

1 Spartanburg, SC CIRCOR Instrumentation Technologies, Inc. 104,160 $ 5.91 09/30/19

1 Spartanburg, SC Magna Exteriors and Interiors USA, Inc. 125,000 $ 3.27 01/31/19

1 Spartanburg, SC Beauty Systems Group, LLC 190,606 $ 4.25 05/31/23

1 Spartanburg, SC Rochling Automotive USA, LLP 150,000 $ 3.85 12/31/21

1 Spartanburg, SC Pitney Bowes Presort Services, Inc. 30,000 $ 3.34 01/31/17

1 Spartanburg, SC Fehrer Automotive North America, LLC 93,971 $ 3.49 12/31/21

1 Spartanburg, SC — $ —

1 Spartanburg, SC AFL Telecommunications, LLC 67,375 $ 4.46 07/31/20

4 Spartanburg, SC

McAleer Holdings, LLCNew Cingular Wireless PCS, LLCRank Distributors, LLCMcAleer Holdings, LLC

385,115 $ 0.97

12/31/1901/31/2110/31/23

MTM

1 Spartanburg, SC Innovative Fibers, LLC 116,413 $ 2.40 11/30/20

1 Duncan, SCCoyne International Enterprises Corp. d/b/a Coyne Textile Services

100,000 $ 3.30 06/30/16

1 Duncan, SC TW-Fitting-NA, LLC 105,000 $ 3.13 12/31/20

1 Charlotte, NCBay Valley Foods, LLCParkway Advertising Corporation

541,910 $ 2.9505/31/21

MTM

1 Minneapolis, MN — $ —

1 Boston, MA Best Buy Warehousing Logistics, Inc. 238,370 $ 7.45 07/31/19

1 Jacksonville, FL Dr Pepper / Seven up, Inc. 601,500 $ 4.47 04/30/26

1 Dallas, TXConAgra Packaged Foods, LLC.XTO Resources I, LP

420,360 $ 4.2704/30/25

MTM

1 Hebron, KY Verst Group Logistics Inc. 189,400 $ 3.14 06/30/18

1 St. Augustine, FL ConAgra Foods Packaged Foods, LLC 321,500 $ 5.07 07/31/19

1 Phoenix, AZRecord Xpress of California, LLCMenlo Logistics, Inc.Duro Hilex Poly, LLC

169,264 $ 3.1103/31/1707/31/1701/31/20

1 Dallas, TX Whirlpool Corporation 1,020,000 $ 3.30 05/31/21

1 Denver, CO Subaru of America, Inc. 406,959 $ 4.30 08/31/21

1 Chicago, IL The Clorox International Company 1,350,000 $ 3.39 08/31/21

1 Kansas City, KS The Coleman Company, Inc. 1,107,000 $ 4.30 01/31/20

1 Minneapolis, MN Archway Marketing Services, Inc. 280,577 $ 6.00 01/31/26

1 Baltimore, MD Noxell Corporation 800,797 $ 3.97 03/31/23

1 Baltimore, MD Atlantic Auctions, LLC 3,400 $ 0.48 (3) 03/31/21

1 Baltimore, MD Bob's Discount Furniture, LLC 672,000 $ 4.70 07/31/25

1 Goodyear, AZ Amazon.Com.Azdc, Inc. 820,384 $ 5.51 09/30/19

38

Number of Properties Location Tenant(s)

LeasedSquare

Feet

Contractual Base Rent Per Square

Foot(1)

TermExpiry(2)

1 Spartanburg, SC Lear Operations Corporation 156,800 $ 5.65 04/30/19

1 Indianapolis, IN The Hartz Mountain Corporation 622,440 $ 3.13 12/31/23

1 Hawthorne, CA Space Exploration Technologies Corp. 533,781 $ 6.27 01/31/23

1 East Saint Louis, ILMedline Industries, Inc.Stellar Manufacturing Company

502,500 $ 3.2407/31/1901/31/20

1 Pittston / Wilkes-Barre, PA Kimberly-Clark Global Sales, LLC 744,080 $ 4.50 12/31/17

1 Hazelton, PA Amazon.com.dedc, LLC 615,600 $ 5.02 07/31/18

1 Pittston / Wilkes-Barre, PA Entemann's Sales Company, Inc. 144,000 $ 5.68 07/31/17

1 Jessup / Scranton, PAHaband Co., LLCCardinal LG CompanyTwo Chefs on a Roll, Inc.

140,800 $ 5.5310/12/1710/01/1908/31/23

135 Subtotal 32,361,795

Office Properties

1 Emmaus, PA Sovereign Bank 4,800 $ 33.52 02/28/19

1 Calabash, NC PNC Bank, N.A. 2,048 $ 36.62 12/31/18

1 St. Louis, MOBank of America, N.A.NRT Missouri, LLCJohn L. Corley, Inc.

25,061 $ 11.2212/31/1712/31/1903/31/22

1 Parsippany, NJCSC TKR, Inc. & Cablevision Lightpath-NJ, Inc.Solix, Inc

56,230 $ 23.57 06/30/1805/31/21

1 Westlake Village, CA Bank of America, N.A. 253,720 $ 12.73 12/31/20

1 Charlotte, NC Time Warner Cable Southeast, LLC 113,600 $ 10.81 06/30/26

1 Irving, TX Nokia Solutions and Networks US LLC 293,890 $ 17.50 05/31/19

1 Parsippany, NJ Avis Budget Group, Inc. 212,535 $ 16.22 03/31/23

2 Plantation, FLClearview Tower Company, LLCCrawford & Company

239,616 $ 16.83 7/26/2020

1 Commerce, CA Unified Western Grocers, Inc. 108,000 $ 21.03 12/31/19

1 Redondo Beach, CA Northrop Grumman Systems Corporation 124,400 $ 19.41 04/30/19

1 San Diego, CA

REMEC, Inc. and REMEC Microwave, Inc.REMEC, Inc. and REMEC Microwave, Inc.REMEC, Inc. and REMEC Microwave, Inc.REMEC, Inc. and REMEC Microwave, Inc.

132,685 $ 20.70

04/30/1704/30/1704/30/1704/30/17

1 Dallas, TX

InterCall, Inc.Encompass Staffing, Inc.Fairfax (US) Inc.NewFields Environmental & Engineering, LLCTeachers Insurance and Annuity Associationof America

98,750 $ 16.82

02/29/1604/30/1611/30/1804/30/20

10/31/23

1 Houston, TX SBM Atlantia, Inc. 171,091 $ 19.25 06/30/22

1 Chantilly, VA Lockheed Martin Corporation 71,507 $ 25.63 09/30/16

1 Chantilly, VA General Services Administration 71,504 34.35 01/31/17

3 Oakland, CAComcast of California/Colorado/Washington I, Inc.

219,631 $ 23.70 12/31/23

1 Hopkins, MN Syngenta Seeds, Inc. 116,338 23.45 06/30/19

1 East Bay, CA Carl Zeiss Meditec, Inc. 201,620 $ 18.70 09/30/19

1 San Diego, CA Time Warner Cable Inc. 134,000 $ 21.00 02/28/18

1 Boston, MA Nuance Communications, Inc. 200,605 $ 30.39 03/31/30

1 Northern, NJ Eisai, Inc. 208,911 $ 24.84 12/31/21

1 Deerfield, IL Markel Midwest, Inc. 99,566 $ 21.40 01/31/20

4 Sterling, VA

Raytheon CompanyRaytheon CompanyRaytheon CompanyRaytheon Company

634,549 $ 14.87

02/28/2602/28/2602/28/2602/28/26

39

Number of Properties Location Tenant(s)

LeasedSquare

Feet

Contractual Base Rent Per Square

Foot(1)

TermExpiry(2)

1 Northern, NJ Deloitte LLP 175,000 $ 27.09 07/31/20

1 Jersey City, NJ Long Island Holding A LLC 409,272 $ 32.07 01/31/2016

1 Jersey City, NJ

New York SMSA Limited PartnershipNew Cingular Wireless PCS, LLCTobmar International, Inc.Lord Abbett & Co. LLCCharles Komar & Sons, Inc.

431,458 $ 24.37

02/11/1703/31/1711/30/2012/31/2412/31/31

1 Phoenix, AZ JPMorgan Chase Bank, National Association 396,180 $ 15.68 08/31/27

1 Philadelphia, PA Endo Pharmaceuticals Inc. 299,809 $ 19.50 12/31/24

1 Tampa, FL Ford Motor Credit Company, LLC 120,500 $ 15.00 03/31/21

2 Princeton, NJ FMC Corporation 110,765 $ 17.00 07/31/30

1 Raleigh, NC PPD Development, LLC 44,916 $ 11.59 11/30/23

1 Raleigh, NC PPD Development LP 100,987 $ 21.64 11/30/23

1 Raleigh, NCLSSI CorpPPD Development LP

115,748 $ 21.0910/31/1611/30/23

1 Coppell, TX American Home Mortgage Servicing, Inc. 182,700 $ 14.85 12/06/16

1 Houston, TX Det Norske Veritas (U.S.A.), Inc. 137,000 $ 17.68 06/30/25

1 Columbus, OHNationwide Mutual Insurance CompanyNationwide Mutual Insurance Company

315,102 $ 12.3305/31/1805/31/19

1 Columbus, OH Lane Bryant, Inc. 135,485 $ 12.98 01/31/19

1 Blue Ash, OHTime Warner Entertainment Co., L.P.Citicorp North America, Inc.

175,695 $ 14.6509/04/1601/31/22

1 Blue Ash, OH

TW Telecom of Ohio, LLCTime Warner Entertainment Co., L.P.Woolpert, Inc.The Lincoln National Life Insurance CompanyFSN, Inc.Oracle America, Inc.Aerpio Therapeutics, Inc.Omya, Inc.Desalvo & Company, Inc.HDR Engineering, Inc.Lee Hecht Harrison, LLCWilmington CollegeKonica Minolta Business Solutions USA, Inc.J.T. Clark and Associates, Inc.Medical Solutions LLCAdvancePierre Foods, Inc.

164,937 $ 12.77

03/31/1607/31/1611/30/1701/10/1804/30/1804/30/1806/30/1808/31/1805/31/1911/30/1911/30/1901/31/2006/30/2002/28/2102/28/2103/31/25

1 Blue Ash, OH

Federal Express CorporationTime Warner Entertainment Co., L.P.Time Warner Entertainment Co., L.P.International Business Machines CorporationCatholic Health PartnersMercy Health Partners of Southwest Ohio

177,879 $ 13.95

02/29/1607/14/1607/31/1612/31/1708/31/2308/31/23

1 Miramar, FL DeVry Inc. 94,060 $ 21.65 06/30/21

1 Miramar, FL Royal Caribbean Cruises Ltd 128,540 $ 21.50 11/30/28

1 Lake Mary, FL Florida Power Corporation 108,499 $ 15.78 10/31/21

1 Celebration, FL Disney Vacation Development, Inc. 100,924 $ 25.85 06/15/21

1 Bloomington, MN

Rowland Shady Oak Properties, LLCNCS Pearson, Inc.Enventis Telecom Inc.Federal Express CorporationJohn Bergstrom

198,113 $ 19.11

03/31/1605/31/1707/23/18

MTMMTM

1 Bloomington, MN

Duke Realty Limited PartnershipGeneral Services AdministrationHartford Fire Insurance CompanyA & J Management Services, LLCGSA - Customs and Border PatrolFederal Express CorporationHiway Federal Credit UnionUnited Parcel Service, Inc.

293,892 $ 22.41

05/24/1605/24/1611/30/1810/31/2010/31/29

MTMMTMMTM

1 Dallas, TX Corphealth, Inc. 226,822 $ 16.70 06/30/23

1 Phoenix, AZ Bank of America, N.A. 63,489 $ 8.87 06/30/23

40

Number of Properties Location Tenant(s)

LeasedSquare

Feet

Contractual Base Rent Per Square

Foot(1)

TermExpiry(2)

1 Phoenix, AZBank of America, N.A.Bank of America, N.A.

196,911 $ 8.8706/30/2306/30/23

1 Phoenix, AZCingular WirelessSprint Spectrum, L.P.Bank of America, N.A.

63,622 $ 9.3705/31/1606/13/1606/30/23

1 Phoenix, AZ Bank of America, N.A. 63,592 $ 8.87 06/30/23

1 Mesa, AZ Bank of America, N.A. 20,960 $ 8.87 06/30/23

1 Phoenix, AZ Bank of America, N.A. 152,235 $ 10.73 06/30/23

1 Long Beach, CA Bank of America, N.A. 11,722 $ 8.87 06/30/23

1 Bakersfield, CA Bank of America, N.A. 13,465 $ 8.87 06/30/23

1 Compton, CA Bank of America, N.A. 10,294 $ 8.87 06/30/23

1 El Segundo, CA Bank of America, N.A. 12,141 $ 8.87 06/30/23

1 Escondido, CA Bank of America, N.A. 20,913 $ 8.87 06/30/23

1 Fresno, CA Bank of America, N.A. 20,125 $ 8.87 06/30/23

1 Gardena, CA Bank of America, N.A. 24,687 $ 7.63 06/30/23

1 Glendale, CABank of America, N.A.Federal Express Corporation

38,085 $ 8.8806/30/23

MTM

1 Ontario, CA Bank of America, N.A. 47,702 $ 6.83 06/30/23

1 Newport Beach, CA Bank of America, N.A. 21,509 $ 8.87 06/30/23

1 Los Angeles, CATrilogy Eye Medical Group,IncBank of America, N.A.Bank of America, N.A.

14,868 $ 10.8101/31/1806/30/2306/30/23

1 Lynwood, CABank of America, N.A.Federal Express Corporation

11,096 $ 8.8706/30/23

MTM

1 North Hollywood, CABank of America, N.A.Bank of America, N.A.Verdugo Management & Inv, Inc.

23,162 $ 8.7706/30/2306/30/23

MTM

1 Sacramento, CAReal Life ChurchBank of America, N.A.Bank of America, N.A.

15,827 $ 9.0502/28/1906/30/2306/30/23

1 Sacramento, CA Bank of America, N.A. 9,900 $ 8.87 06/30/23

1 Los Angeles, CA Bank of America, N.A. 9,046 $ 8.87 06/30/23

1 Pomona, CABank of America, N.A.Bank of America, N.A.Federal Express Corporation

28,734 $ 8.2306/30/2306/30/23

MTM

1 Riverside, CA Bank of America, N.A. 35,803 $ 8.87 06/30/23

1 Salinas, CA Bank of America, N.A. 21,001 $ 8.87 06/30/23

1 San Bernadino, CA Bank of America, N.A. 30,645 $ 6.19 06/30/23

1 Santa Barbara, CA Bank of America, N.A. 23,373 $ 8.87 06/30/23

1 Santa Maria, CA Bank of America, N.A. 20,505 $ 8.87 06/30/23

1 Mission Hills, CASion Nobel, M.D.Bank of America, N.A.

14,826 $ 11.4109/30/1606/30/23

1 Bakersfield, CABank of America, N.A.Bank of America, N.A.

15,548 $ 8.8706/30/2306/30/23

1 Sunnyvale, CA Bank of America, N.A. 31,691 $ 8.87 06/30/23

1 Torrance, CA Bank of America, N.A. 13,516 $ 7.81 06/30/23

1 Ventura, CA Bank of America, N.A. 16,024 $ 8.87 06/30/23

1 Long Beach, CA Bank of America, N.A. 9,626 $ 8.87 06/30/23

1 Tampa, FLClear Channel OutdoorBank of America, N.A.Brinks, Inc.

68,867 $ 9.1603/31/2106/30/23

MTM

1 Clearwater, FL Bank of America, N.A. 14,994 $ 7.83 06/30/23

41

Number of Properties Location Tenant(s)

LeasedSquare

Feet

Contractual Base Rent Per Square

Foot(1)

TermExpiry(2)

1 Jacksonville, FL

PowertelVerizon WirelessSprint Com, Inc.Global Tower, LLCComcast Cable Communications Management, LLCBank of America, N.A.

249,566 $ 9.49

10/08/1608/31/1912/31/1901/31/2012/01/20

06/30/23

1 Jacksonville, FLBank of America, N.A.Bank of America, N.A.

121,315 $ 8.8706/30/2306/30/23

1 Jacksonville, FLBank of America, N.A.Bank of America, N.A.

114,148 $ 8.8706/30/2306/30/23

1 Jacksonville, FL

Comcast Cable Communications Management, LLCBank of America, N.A.Bank of America, N.A.

173,160 $ 8.8712/01/2006/30/2306/30/23

1 Jacksonville, FLBank of America, N.A.Bank of America, N.A.

116,891 $ 8.8706/30/2306/30/23

1 Jacksonville, FLBank of America, N.A.Bank of America, N.A.

297,026 $ 8.8706/30/2306/30/23

1 Jacksonville, FLBank of America, N.A.Bank of America, N.A.Bank of America, N.A.

117,722 $ 8.8706/30/2306/30/2306/30/23

1 Jacksonville, FL Bank of America, N.A. 21,425 $ 8.87 06/30/23

1 Jacksonville, FLtw telecom of florida l.p.Bank of America, N.A.

4,587 $ 9.7912/31/1606/30/23

1 Jacksonville, FL Bank of America, N.A. 21,879 $ 8.87 06/30/23

1 Hialeah, FL Bank of America, N.A. 10,678 $ 8.87 06/30/23

1 Port Charlotte, FLChildren's Network of SW FLBank of America, N.A.

13,072 $ 11.4011/30/1606/30/23

1 Jacksonville, FL Bank of America, N.A. 6,658 $ 8.87 06/30/23

1 Miami Lakes, FL Bank of America, N.A. 115,749 $ 8.87 06/30/23

1 Tampa, FL Bank of America, N.A. 19,201 $ 8.57 06/30/23

1 Savannah, GA Bank of America, N.A. 21,625 $ 8.87 06/30/23

1 Overland Park, KS Bank of America, N.A. 12,158 $ 4.58 06/30/23

1 Annapolis, MD Bank of America, N.A. 18,432 $ 8.87 06/30/23

1 Baltimore, MD Bank of America, N.A. 18,017 $ 8.87 06/30/23

1 Richland, MOBank of America, N.A.Bank of America, N.A.

9,627 $ 8.6806/30/2306/30/23

1 Springfield, MO Bank of America, N.A. 15,221 $ 8.87 06/30/23

1 Springfield, MOCareerSpecific Inc.Bank of America, N.A.

14,835 $ 9.3803/31/2006/30/23

1 Carrollton, TX Bank of America, N.A. 14,941 $ 8.23 06/30/23

1 Houston, TX Bank of America, N.A. 37,719 $ 8.87 06/30/23

1 Mission, TX Bank of America, N.A. 13,088 $ 8.42 06/30/23

1 Bellingham, WA Bank of America, N.A. 22,406 $ 8.87 06/30/23

1 Spokane, WABank of America, N.A.Qwest Corporation

73,628 $ 7.5706/30/23

MTM

1 Nashville, TN ARAMARK Corporation 88,958 $ 14.00 06/30/29

1 Malvern, PA Fujirebio Diagnostics, Inc. 190,597 $ 8.79 03/31/30

1 Burbank, CA Deluxe Entertainment Services Group, Inc. 95,000 $ 14.63 07/31/26

1 Coventry, UK Ericsson Limited 50,502 $ 10.59 12/19/16

122 Subtotal 11,749,275

42

Number of Properties Location Tenant(s)

LeasedSquare

Feet

Contractual Base Rent Per Square

Foot(1)

TermExpiry(2)

Specialty Industrial Properties

1 East Brunswick, NJ Con-Way Freight, Inc. 33,664 $ 28.57 01/31/19

1 Atlanta, GA FedEx Freight, Inc. 129,535 $ 5.05 05/31/20

1 Deer Park, NY YRC Inc. 18,396 $ 16.49 12/31/19

1 Elkridge, MD New Penn Motor Express, Inc. 33,572 $ 15.20 05/31/19

1 Houston, TX YRC Inc. 101,940 $ 5.59 05/31/19

1 Orlando, FL YRC Inc. 46,458 $ 8.43 01/31/19

1 Franklin Park, IL Enterprise Leasing Company of Chicago, LLC 22,872 $ 2.42 (3) 04/30/21

1 Chicago, ILNorth American Central School Bus HoldingCompany, LLC

36,500 $ 2.21 (3) 10/31/22

1 Milford, CT FedEx Freight East, Inc. 24,700 $ 18.46 02/29/20

1 Hutchins, TX Adesa Texas, Inc. 196,366 $ 0.67 (3) 07/31/29

1 Medley, FL LKQ Crystal River, Inc 10,266 $ 1.03 (3) 07/31/22

1 Medley, FL LKQ Crystal River, Inc 3,262 $ 0.83 (3) 07/31/22

1 Medley, FLClear Channel Outdoor, IncLKQ Crystal River, Inc

13,875 $ 1.08 (3) 12/31/2107/31/22

1 Santa Clara, CA Enterprise Rent-A-Car Company 5,066 $ 3.66 (3) 03/31/21

14 Subtotal 676,472

Specialty Retail Properties

1 Reston, VA Healthy Way of Life II, LLC 114,441 $ 18.74 06/30/35

1 Colorado Springs, CO Healthy Way of Life II, LLC 179,175 $ 13.06 06/30/35

1 Mansfield, TX Healthy Way of Life II, LLC 129,155 $ 13.59 06/30/35

1 Canton, MI Healthy Way of Life II, LLC 105,010 $ 16.09 06/30/35

1 Collierville, TN Healthy Way of Life II, LLC 112,110 $ 15.94 06/30/35

1 Deerfield, OH Healthy Way of Life II, LLC 127,040 $ 12.69 06/30/35

1 South Tulsa (Bixby), OK Healthy Way of Life II, LLC 114,441 $ 14.48 06/30/35

1 Centennial, CO Healthy Way of Life II, LLC 129,182 $ 16.10 06/30/35

1 Eden Prairie, MN Healthy Way of Life II, LLC 176,704 $ 8.53 06/30/35

9 Subtotal 1,187,258

Data Center Properties

1 El Segundo, CA Equinix Operating Co., Inc. 106,885 $ 35.23 12/31/25

1 Richardson, TX Ericsson Ltd. 121,068 $ 6.00 09/30/16

2 Subtotal 227,953

282 TOTAL WHOLLY-OWNED PORTFOLIO 46,202,753

OUR UNCONSOLIDATED EQUITY INVESTMENTS PORTFOLIO:

Industrial Properties

1 Phoenix, AZ Amazon.com 1,009,351 $ 4.65 10/31/21

1 Jacksonville, FL Unilever 772,210 $ 3.77 8/31/18

1 Dallas, TX Unilever 822,550 $ 2.92 8/31/18

1 Whitestown, IN Amazon.com 1,036,573 $ 4.05 4/30/21

1 West Jefferson, OH Kellogg's 1,142,400 $ 3.32 3/31/19

1 Plainfield, IN Prime Distribution Services 1,200,420 $ 3.39 5/31/19

1 Tampa, FL Iron Mountain 136,212 $ 6.63 8/31/25

1 South Normanton, UK Unidrug 208,423 $ 3.00 3/31/17

1 Northampton, UK GE Lighting 186,618 $ 3.72 3/31/17

1 Rhine-Ruhr, Germany Metsa Tissue 391,494 $ 2.76 11/30/16

1 Hamburg, Germany LK Logistics 453,979 $ 2.59 5/31/17

1 Munich, Germany DSV 225,106 $ 5.92 7/31/18

1 Munich, Germany Amazon 1,157,836 $ 4.03 4/30/22

43

Number of Properties Location Tenant(s)

LeasedSquare

Feet

Contractual Base Rent Per Square

Foot(1)

TermExpiry(2)

1 Munich, Germany DHL 73,367 $ 7.93 11/30/21

1 Rugby, UK Exel Europe Ltd 146,491 $ 3.43 9/30/16

1 Rhine-Ruhr, Germany Amazon 1,212,024 $ 4.16 3/31/23

1 Frankfurt, GermanyGeodisPoco Domaine

442,816 $ 3.777/31/193/31/23

1 Bremen, Germany Lear 320,463 $ 5.11 12/31/22

1 Lille, France Amazon 1,073,714 $ 4.38 9/30/25

1 Durrholz, Germany Reifen Gundlach GmbH 432,698 $ 3.53 4/19/25

1 Oud-Beijerland, Netherlands Paardekooper Verpakkingen B.V. 239,788 $ 4.24 8/17/30

1 Breda, Netherlands Mooy Logistics 206,161 $ 4.80 4/30/26

1 Juechen, GermanyPolo Motorrad und Sportswear GmbHBBQ-Live GmbH

381,494 $ 5.724/30/24

12/31/17

1 Kolejowa, Poland Raben Polska 305,314 $ 3.02 12/2/25

1 Strykow, Poland Raben Polska 764,228 $ 2.56 12/2/22

1 Venray, Netherlands Inalfa Roof Systems B.V. 301,389 $ 5.71 12/3/30

1 Uden, Netherlands Van den Heuvel 289,732 $ 3.73 12/1/26

27 Subtotal 14,932,851

Office Properties

1 Franklin, TN Verizon Wireless 180,147 $ 18.10 10/31/18

1 Lake Forest, IL

Akorn, Inc.IDEX Corp (1/2)IDEX (2/2)Omron HealthcarePraxis Management

98,304 $ 19.37

5/31/187/31/217/31/212/28/227/31/21

1 Ft. Lauderdale, FL

Apotex Corp.BB&T Insurance Services, Breier, Seif, SilvermanCommunity Bank of BrowardDuke Realty Services L.P.Duke Realty Services L.P.Gamma Consulting Merrill LynchOmniangle TechnologiesOptime Consulting, Inc. TRG Management Co. of FL Wealth Coach Svs. CorpZager Associates, LLC.

76,811 $ 17.01

5/31/1812/31/181/31/163/31/23

11/30/1711/30/177/31/199/30/202/28/189/30/189/30/164/30/16

11/30/17

1 Ft. Lauderdale, FL

Castle Pines Capital Int'lDP Fitness Centers, LLCGeneral Services Admin Northern Trust, N.A. Rockwell Automation Sanford Brands, L.P. Wells Fargo Bank Lee D. Glassman, P.A. RGN-Weston I, LLC KVO Associates

93,583 $ 25.64

12/31/185/31/164/30/192/28/21

12/31/174/30/189/30/185/31/173/31/244/30/22

1 Ft. Lauderdale, FL Ultimate Software Group 94,055 $ 22.85 12/31/20

1 Ft. Lauderdale, FL General Services Admin 96,175 $ 31.64 4/30/19

1 Somerset, NJ Philips Holding, USA Inc. 199,900 $ 18.81 12/31/21

1 Morristown, NJU.S. Bank National Association 12,324 $ 20.79

10/31/18Wells Fargo Bank, N.A. 8,321 $ 6.13

1 Zaandam, Netherlands Hornbach Baumarkt AG 151,190 $ 10.33 1/13/24

1 Kerkade, Netherlands Hornbach Baumarkt AG 131,729 $ 10.38 1/13/24

Unconsolidated Equity Investments

Duke — In connection with the Merger, we acquired an 80% ownership interest in the Duke Joint Venture, which is a joint venture that invests in office and industrialproperties in the United States, which are managed by Duke Realty, or Duke, our joint venture partner. Duke is entitled to receive fees in connection with the services itprovides to the Duke Joint Venture, including asset management, construction, development, leasing and property management services. There were thirteen properties inthe portfolio as of December 31, 2015.

Goodman Europe — In connection with the Merger, we acquired an 80% ownership interest in the Goodman Europe Joint Venture, which is a joint venture thatinvests in logistics focused warehouse/distribution/logistics properties in France and Germany, which are managed by Goodman, our joint venture partner. There werenine properties in the portfolio as of December 31, 2015.

Goodman UK — In connection with the Merger, we acquired an 80% ownership interest in the Goodman UK Joint Venture, which is a joint venture that invests inlogistics focused warehouse/distribution/logistics properties in the United Kingdom, which are managed by Goodman, our joint venture partner. There were threeproperties in the portfolio as of December 31, 2015.

Gramercy European Property Fund — We formed a private real estate investment fund with several equity investment partners in December 2014, which investspredominantly in single-tenant industrial, office, and specialty retail assets throughout Europe. The equity investors have committed approximately $382,886 (€352,500) in equity capital, including $54,310 (€50,000) from us. There were 12 properties in the portfolio as of December 31, 2015.

Morristown — In October 2015, we sold our interest in an office property located in Morristown, New Jersey and concurrently, we entered into a joint ventureagreement for a 50% interest in the property with 21 South Street. In October 2015, the Morristown Joint Venture entered into a leasing and construction managementagreement to complete specific improvements at the property.

CBRE Strategic Partners Asia — In connection with the Merger, we acquired a 5.07% ownership interest in a real estate investment fund in China. CBRE StrategicPartners Asia has an investment manager, who is entitled to an annual management fee and acquisition fees. There were two properties in the portfolio as of December 31, 2015.

Philips Building — We own a 25% interest in Philips HQ JV, which is owner of a fee interest in an office building located in Somerset, New Jersey which is 100% netleased to Philips Holdings, USA Inc., a wholly-owned subsidiary of Royal Philips Electronics, through December 2021. The property is financed by a $40,424 fixed-rate mortgage note with maturity in September 2035. The loan had an anticipated repayment date in September 2015 and, as such, distributions from the property beganpaying down the loan in September 2015.

44

Number of Properties Location Tenant(s)

LeasedSquare

Feet

Contractual Base Rent Per Square

Foot(1)

TermExpiry(2)

1 Potsdam, Germany Hornbach Baumarkt AG 142,902 $ 7.71 4/30/25

1 Fredersdorf-Vogelsdorf, Germany Hornbach Baumarkt AG 161,448 $ 8.34 4/30/25

1 Shanghai, China Guangdong Bank 462,304 $ 26.13 6/30/16

1 Tianjin, China — — —

14 Subtotal 1,909,193

41 TOTAL UNCONSOLIDATED EQUITY INVESTMENT PORTFOLIO 16,842,044

323 TOTAL PORTFOLIO 63,044,797

(1) Represents contractual base rent per square foot in effect as of December 31, 2015. Contractual base rent per square foot for specialty industrial properties is based upon land square feet.

(2) Term expiry represents the date on which the current lease will expire should the parties to the lease elect to not exercise a term extension option or provision.

(3) Contractual base rent per square foot for property based on land square feet due to nature of property.

Leased Properties

Our corporate offices at 521 Fifth Avenue, 30th Floor, New York, New York are subject to an operating lease agreement with 521 Fifth Fee Owner, LLC, an affiliate ofSL Green, effective as of September 2013. The lease is for approximately 6,580 square feet and expires in 2023 with rents of approximately $368 per annum for year onerising to $466 per annum in year ten.

Our regional management office located at 550 Blair Mill Road, Suite 120, Horsham, Pennsylvania, is subject to an operating lease with an affiliate of KBS. The leaseis for approximately 13,000 square feet, and expires on April 30, 2018, with rents of approximately $151 per annum for year one rising to $221 per annum in year four.

Our regional management office located at 130 South Bemiston Ave, Clayton, Missouri is subject to an operating lease with Clayton Bemiston Owner, LLC. The leaseexpires on December 31, 2016, with a renewal option of 12 months. The lease is for approximately 1,100 square feet and is subject to rents of $21 per annum for year one,rising to $22 per annum in year three.

Our regional management office located at 47 Hulfish, Princeton, New Jersey is subject to an operating lease with PSN Partners, LP. The lease expires on December31, 2018, is for 10,681 square feet, and is subject to rents of $509 in 2016 and $523 in 2017.

Our regional management office located at 515 South Flower Street, Los Angeles, California is subject to rent of $25 in 2016 through the time of its expiration inFebruary 2016.

The office location for Gramercy Europe Asset Management is located at 15 Bedford Street, London WC2E 9HE, United Kingdom is subject to an operating lease thatexpires in January 2020, with rents of approximately $156 per annum, which are subject to annual review.

Development Plans

As of December 31, 2015, our plans for development are primarily focused on performing property improvements specified in leases as well as pursuing potentialbuild-to-suit transactions, where a tenant has signed a lease in advance of construction, and a developer or builder bears the risk of completion on-time and on-budget. We may renovate, improve, expand or repair existing properties where we believe the incremental investment increases the value of the property and the incremental capitalcan be invested at attractive risk-adjusted returns. We will, from time to time acquire adjacent land parcels to properties in our portfolio in order to accommodateexpansions of existing properties. We had one build-to-suit transaction pursuant to which we committed to construct an approximately 118,000 square foot cold storagefacility in Hialeah Gardens, Florida, which was completed in the third quarter of 2014. We entered into two build-to-suit transactions in 2015.

45

Legacy Gramercy, its board of directors, Chambers Street, and/or Merger Sub are named as defendants in two pending putative class action lawsuits brought bypurported Legacy Gramercy stockholders challenging the Merger. Two suits that were separately filed in New York Supreme Court, New York County, captioned (i)Berliner v. Gramercy Property Trust, et al., Index No. 652424/2015 (filed July 9, 2015) and (ii) Gensler v. Baum, et al., Index No. 157432/2015 (filed July 22, 2015),have been consolidated into a single action under the caption In re Gramercy Property Trust Stockholder Litigation, Index No. 652424/2015 (the “New York Action”). In addition, four suits that were separately filed in Circuit Court for Baltimore City, Maryland, captioned (i) Jobin v. DuGan, et al., Case No. 24-C-15-003942 (filed July 27, 2015); (ii) Vojik v. Gramercy Property Trust, et al., Case No. 24-C-15-004412 (filed August 25, 2015); (iii) Hoffbauer et al. v. Chambers Street Properties, et al., 24-C-15-004904 (filed September 24, 2015) (originally filed as two separate suits in the Circuit Court for Baltimore County, Maryland, captioned Plemons v. Chambers StreetProperties, et al., Case No. 03-C-15-007943 (filed July 24, 2015) and Hoffbauer et al. v. Chambers Street Properties, et al., Case No. 03-C-15-008639 (filed August 12, 2015), and refiled as a single action in the Circuit Court for Baltimore County on September 24, 2015); and (iv) Morris v. Gramercy Property Trust, et al., Case No. 24-C-15-004972 (filed September 28, 2015) have been consolidated into a single action under the caption Glenn W. Morris v. Gramercy Property Trust Inc. et al., Case No. 24-C-15-004972 (the “Maryland Action,” and together with the New York Action, the “Actions”). The complaints allege, among other things, that the directors of LegacyGramercy breached their fiduciary duties to the Legacy Gramercy stockholders by agreeing to sell the company for inadequate consideration and agreeing to improperdeal protection terms in the merger agreement, and that the preliminary joint proxy statement/prospectus filed with the SEC on Form S-4 on September 11, 2015 was materially incomplete and misleading. The complaints also allege that Chambers Street, Merger Sub and/or Legacy Gramercy aided and abetted these purported breachesof fiduciary duty. The amended complaint in the Morris consolidated action also asserts derivative claims on behalf of Legacy Gramercy for breach of fiduciary dutyagainst the directors of Legacy Gramercy. Plaintiffs seek, among other things, an injunction barring the Merger, rescission of the Merger to the extent it is alreadyimplemented, declaratory relief, an award of damages and/or costs/attorney fees.

On December 7, 2015, the parties to the Actions entered into a Memorandum of Understanding, or the MOU, which provides for the settlement of the Actions. Whilethe defendants in the Actions continue to vigorously deny all allegations of wrongdoing, fault, liability or damage to any of the plaintiffs or the class of stockholders ofLegacy Gramercy, and believe that no supplemental disclosure is required under the applicable law, in order to (i) avoid the burden, inconvenience, expense anddistraction of further litigation in connection with the Actions, (ii) finally put to rest and terminate all of the claims that were or could have been asserted against thedefendants in the Actions and (iii) permit the Merger to proceed without risk of the courts in New York or Maryland ordering an injunction or damages in connection withthe Actions, Chambers and Legacy Gramercy agreed, without admitting any liability or wrongdoing, pursuant to the terms of the MOU, to make certain supplementaldisclosures related to the proposed Merger, which were set forth in Legacy Gramercy's Current Report on Form 8-K filed with on December 7, 2015.

The MOU contemplates that the parties will enter into a stipulation of settlement. The stipulation of settlement will be subject to customary conditions, including,among other things, confirmatory discovery and court approval following notice to Legacy Gramercy's stockholders. In the event that the parties enter into a stipulation ofsettlement, a hearing will be scheduled at which a court will consider the fairness, reasonableness and adequacy of the settlement. If the settlement is finally approved bythe court, it will resolve and release all claims by stockholders of Legacy Gramercy challenging any aspect of the proposed Merger, the Merger Agreement and anydisclosure made in connection therewith, pursuant to terms that will be set forth in the notice sent to Legacy Gramercy stockholders prior to final approval of thesettlement. In addition, in connection with the settlement, the parties contemplate that plaintiffs’ counsel will file a petition for an award of attorneys’ fees and expenses to be paid by Gramercy or its successor. There can be no assurance that the court will approve the settlement. In the event that the settlement is not approved or that theconditions are not satisfied, the settlement may be terminated.

On October 1, 2015, a putative class action lawsuit was filed in the Superior Court of New Jersey, Law Division, Mercer County by a purported shareholder ofChambers Street. The action, captioned Elstein v. Chambers Street Properties et al., Docket No. L-002254-15 (the “New Jersey Action”), names as defendants Chambers Street, its board of trustees and the Legacy Gramercy. The complaint alleges, among other things, that the trustees of Chambers Street breached their fiduciary duties toChambers Street’s shareholders by agreeing to the Merger after a flawed sales process and by approving improper deal protection terms in the merger agreement, and thatLegacy Gramercy aided and abetted these purported breaches of fiduciary duty. The complaint also alleges that the preliminary joint proxy statement/prospectus wasmaterially misleading and incomplete. Plaintiffs seek, among other things, an injunction barring the Merger, rescission of the Merger to the extent it is alreadyimplemented, declaratory relief and an award of damages.

46

ITEM 3. LEGAL PROCEDINGS

On December 3, 2015, the parties to the New Jersey Action entered into a Stipulation of Settlement providing for the settlement of the New Jersey Action. While thedefendants in the New Jersey Action continue to vigorously deny all allegations of wrongdoing, fault, liability or damage to any of the plaintiffs or the class ofshareholders of Chambers, and believe that no supplemental disclosure is required under the applicable law, in order to (i) avoid the burden, inconvenience, expense anddistraction of further litigation in connection with the New Jersey Action, (ii) finally put to rest and terminate all of the claims that were or could have been assertedagainst the defendants in the New Jersey Action and (iii) permit the Merger to proceed without risk of the Superior Court of New Jersey ordering an injunction ordamages in connection with the New Jersey Action, Chambers and Legacy Gramercy agreed, without admitting any liability or wrongdoing, pursuant to the terms of theStipulation of Settlement, to make certain supplemental disclosures related to the proposed Merger, all of which were set forth in Legacy Gramercy's Current Report onForm 8-K filed with on December 7, 2015. The Stipulation of Settlement is subject to customary conditions, including court approval following notice to the Chambersshareholders. If the settlement is finally approved by the court, it will resolve and release all claims by shareholders of Chambers challenging any aspect of the proposedMerger, the Merger Agreement and any disclosure made in connection therewith, including in the Definitive Proxy Statement, pursuant to terms that will be set forth inthe notice sent to Chambers’ shareholders prior to final approval of the settlement. There can be no assurance that the court will approve the settlement. In the event thatthe settlement is not approved or that the conditions are not satisfied, the settlement may be terminated.

The defendants believe the lawsuits are without merit.

In December 2010, we sold our 45% joint venture interest in the leased fee of the 2 Herald Square property in New York, New York, for approximately $25.6 millionplus assumed mortgage debt of approximately $86.1 million or the 2 Herald Sale Transaction. Subsequent to the closing of the transaction, the New York City Departmentof Finance, or the NYC DOF, and New York State Department of Taxation, or the NYS DOT, issued notices of determination assessing, in the case of the NYC DOFnotice, approximately $2.9 million of real property transfer tax, plus interest, and, in the case of the NYS DOT notice, approximately $446 thousand of real propertytransfer tax, plus interest, collectively, the Transfer Tax Assessments, against us in connection with the 2 Herald Sale Transaction. We believe that the NYC DOF andNYS DOT erred in issuing the Transfer Tax Assessments and intend to vigorously defend against same.

In September 2013, we filed a petition challenging the NYC DOF Transfer Tax Assessment with the New York City Tax Appeal Tribunal. In July 2014, we filed asimilar petition challenging the NYS DOT Transfer Tax Assessment. Trial of our NYC DOF Transfer Tax Assessment appeal was completed in December 2014.

In April 2015, the New York City Tax Appeals Tribunal, or the NYC Tribunal, rendered an opinion denying our petition challenging the NYC DOF Transfer TaxAssessment and ruled that we are liable for the NYC DOF Transfer Tax Assessment. In July 2015, we appealed the adverse decision of the NYC Tribunal. A decision onour appeal is expected in 2016.

No decision has yet been rendered in connection with the NYS DOT Transfer Tax Assessment, which we anticipate will be set for trial by mid-2016.

In April 2015, to stop the accrual of additional interest while our appeal is pending, we paid the NYC DOF $4,025 in full satisfaction of the NYC DOF Transfer Tax Assessment and the NYS DOT $617 in full satisfaction of the NYS DOF Transfer Tax Assessment.

There was $4,454 accrued as of December 31, 2014 including $271 of additional interest recorded in discontinued operations for the matter for the year endedDecember 31, 2014. There was $68 of additional interest recorded in discontinued operations for the matter for the year ended December 31, 2015.

In connection with our property acquisitions and the Merger, we determined that there is a risk we will have to pay future amounts to tenants related to continuingoperating expense reimbursement audits. We have estimated a range of loss and determined that its best estimate of total loss is $8,000, including $1,000 related to the Merger, which has been accrued and recorded in other liabilities as of December 31, 2015. We have determined that there is a reasonable possibility that a loss may beincurred in excess of $8,000 and estimates this range to be $8,000 to $18,000.

In addition, we and/or one or more of our subsidiaries are party to various litigation matters that are considered routine litigation incidental to its business, none ofwhich are considered material.

Not applicable.

47

ITEM 4. MINE SAFETY DISCLOSURES

Part II

Market Information

We were formed as a Maryland REIT in March 2004 and commenced operations in July 2004 following an initial private placement of our common shares. InMay 2013, we listed our common shares on the NYSE under the symbol “CSG.” Following the Merger in December 2015, we changed our NYSE trading symbol to“GPT.” On February 25, 2016, the reported closing sale price per share on the NYSE was $7.56 and there were approximately 1,898 holders of record. This number doesnot include shareholders’ shares held in nominee or street name. The table below sets forth the quarterly high and low sales prices of our common shares on the NYSE forthe years ended December 31, 2015 and 2014 and the distributions paid by us with respect to the periods indicated. Share price and dividends declared prior to December 17, 2015 reflect share price and dividend declaration data for Legacy Gramercy, adjusted for the Merger.

Subsequent to December 31, 2015, our board of trustees authorized a first quarter 2016 dividend of $0.11 per common share, payable on April 15, 2016 toshareholders of record as of the close of business on March 31, 2016.

Dividends

If dividends are declared in a quarter, those dividends will be paid during the subsequent quarter. We expect to continue our policy of distributing our taxable incomethrough dividends to maintain REIT status, although there is no assurance as to future dividends because they depend on future earnings, capital requirements andfinancial condition. See Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Dividends,” for additional information regarding our dividends.

To maintain our qualification as a REIT under the Internal Revenue Code, we must distribute annually at least 90% of our taxable income. This distributionrequirement limits our ability to retain earnings and thereby replenish or increase capital for operations. In accordance with the provisions of our charter, we may not payany dividends on our common shares until all accrued dividends and the dividend for the then current quarter on the Series B Preferred Shares are paid in full.

In the third quarter of 2014, we issued 3,500,000 shares of Series B Cumulative Redeemable Preferred Stock, or 7.125% Series B Preferred Stock, priced at liquidationpreference $25.00 per share, and issued through a public offering, and redeemed all of the outstanding shares of our 8.125% Series A Cumulative Redeemable PreferredStock at a redemption price of $25.32161 per share, equal to the sum of the $25.00 per share redemption price and a quarterly dividend of $0.32161 prorated to theredemption date of September 12, 2014. Upon closing of the Merger on December 17, 2015, each of Legacy Gramercy's 3,500,000 shares of 7.125% Series B PreferredStock was exchanged for one share of New Gramercy's 7.125% Series A Preferred Shares, or Series A Preferred Shares, which have the same preferences, rights andprivileges as the Series B Preferred Stock. Holders of the Series A Preferred Shares are entitled to receive annual dividends of $1.78125 per share on a quarterly basis anddividends are cumulative, subject to certain provisions.

48

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

2015(1) 2014(1)

Quarter Ended High Low Dividends High Low Dividends

March 31 $ 9.32 $ 8.31 $ 0.063 $ 4.93 $ 4.02 $ 0.044

June 30 $ 8.97 $ 7.28 $ 0.069 $ 4.94 $ 4.05 $ 0.044

September 30 $ 7.80 $ 6.51 $ 0.069 $ 5.10 $ 4.59 $ 0.044

December 31 $ 8.67 $ 6.29 $ 0.078 $ 5.57 $ 4.53 $ 0.063

(1) Share price and dividends declared prior to March 23, 2015 have been adjusted for the 1-for-4 reverse stock split that was effective after the close of trading on March20, 2015.

Common Units and Recent Sales of Unregistered and Registered Securities

Upon closing of the Merger on December 17, 2015, holders of shares of Legacy Gramercy common stock received 3.1898 shares of Chambers common stock for eachshare of Legacy Gramercy common stock they owned, which equated to an inverse exchange ratio of 0.313 shares of Legacy Gramercy common stock for each share ofour common stock.

In April 2015, we completed an underwritten public offering of 31,180,295 shares of our common stock, which includes the exercise in full by the underwriters of theiroption to purchase up to 4,066,995 additional shares of common stock. The shares of common stock were issued at a public offering price of $8.70 per share and the net proceeds from the offering were approximately $259,325, after expenses.

On March 20, 2015, we completed a 1-for-4 reverse stock split of our common stock and outstanding Class A limited partnership units of Legacy Gramercy'soperating partnership, or Legacy OP Units. The reverse stock split applied to all outstanding common shares and therefore did not affect any shareholder’s relative ownership percentage.

On July 31, 2014, we issued 944,601 Legacy OP Units in connection with the acquisition of three properties. The issuance of the shares was exempt from registrationunder the Securities Act, pursuant to the exemption contemplated by Section 4(2) thereof for transactions not involving a public offering. Legacy OP Units may beredeemed by the holder for cash equal to the then fair market value of 3.1898 of our common shares, par value $0.01 per share, except that we may, at our election,exchange each Legacy OP Unit for 3.1898 of our common shares. During the years ended December 31, 2015 and 2014, 453,129 and 1,149,009 Legacy OP Units, respectively, were converted on a one-for-one basis into shares of Legacy Gramercy's common stock. As of December 31, 2015, there are 1,410,909 common shares reserved for issuance upon redemption of the Legacy OP Units.

Stock Performance Graph

This graph compares the performance of our shares with the Standard & Poor’s 500 Composite Index and the NAREIT All REIT Index, with stock prices prior to theclosing of the Merger on December 17, 2015 retroactively adjusted for the 3.1898 Merger exchange ratio. This graph assumes $100 invested on December 31, 2010 andassumes the reinvestment of dividends.

49

Equity Compensation Plan Information

The following table summarizes information, as of December 31, 2015, relating to our equity compensation plans pursuant to which our common shares or other equity securities may be granted from time to time.

50

(a) (b) (c)

Plan Category

Number of securities tobe issued upon exercise of

outstanding options,warrants and rights

Weighted-averageexercise price of

outstanding options,warrants and rights

Number of securities remainingavailable for future issuance under

equity compensation plans (excludingsecurities reflected in column (a))

2013 Equity Incentive Plan 337,431 $ 11.68 3,284,308

Total 337,431 $ 11.68 3,284,308

The following tables set forth our selected financial data and should be read in conjunction with our financial statements and notes thereto included in Item 8,“Financial Statements and Supplementary Data,” and Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in this Form 10-K. Certain prior year balances have been reclassified to conform with the current year presentation for assets classified as discontinued operations.

51

ITEM 6. SELECTED FINANCIAL DATA

Operating Data (In thousands, except share and per share data)

52

For the year ended December 31,

2015 2014 2013 2012 2011

Total revenues $ 237,272 $ 107,940 $ 56,704 $ 36,821 $ 7,772

Property operating expenses 42,076 21,120 1,411 1,846 (4,152)

Property management expenses 19,446 17,500 20,868 21,380 10,099

Depreciation and amortization 97,654 36,408 5,675 256 136

General and administrative expenses 19,794 18,416 18,210 25,335 22,150

Acquisition and merger-related expenses 61,340 6,171 2,808 111 —

Total operating expenses 240,310 99,615 48,972 48,928 28,233

Operating Income (Loss) (3,038) 8,325 7,732 (12,107) (20,461)

Other Income (Expense)

Interest expense (34,663) (16,586) (1,732) — —

Net impairment recognized in earnings — (4,816) (2,002) — —

Loss on derivative instruments — (3,300) (115) — —

Equity in net income (loss) of unconsolidated equity investments (1,107) 1,959 (5,662) (2,904) 121

Gain on remeasurement of previously held joint venture — 72,345 — — —

Loss on extinguishment of debt (9,472) (1,925) — — —

Income (loss) from continuing operations before provision for taxes (48,280) 56,002 (1,779) (15,011) (20,340)

Provision for taxes (2,153) (809) (6,393) (3,330) (563)

Income (loss) from continuing operations (50,433) 55,193 (8,172) (18,341) (20,903)

Income (loss) from discontinued operations 875 (524) 392,999 (153,207) 358,380

Income (loss) before net gains on disposals (49,558) 54,669 384,827 (171,548) 337,477

Net gains on disposals 839 — — — —

Net income (loss) (48,719) 54,669 384,827 (171,548) 337,477

Net loss attributable to noncontrolling interest 791 236 — — —

Net income (loss) attributable to Gramercy Property Trust (47,928) 54,905 384,827 (171,548) 337,477

Preferred share redemption costs — (2,912) — — —

Preferred share dividends (6,234) (7,349) (7,162) (7,162) (7,162)

Net income (loss) available to common shareholders $ (54,162) $ 44,644 $ 377,665 $ (178,710) $ 330,315

Net income (loss) per common share – Basic (1) $ (0.30) $ 0.53 $ 7.70 $ (3.44) $ 6.58

Net income (loss) per common share – Diluted (1) $ (0.30) $ 0.52 $ 7.70 $ (3.44) $ 6.58

Basic weighted average common shares outstanding (1) 182,096,149 83,582,183 49,043,852 51,976,462 50,229,102

Diluted weighted average common shares and common share equivalents outstanding (1) 182,096,149 85,925,509 49,043,852 51,976,462 50,229,102

(1) As a result of the Merger, each outstanding common share of Legacy Gramercy was converted into 3.1898 newly issued common shares of the Company. Therefore,the historical data related to quarterly earnings per common share for the periods ended before December 31, 2015 have been adjusted by the Merger exchange ratio of3.1898.

Balance Sheet Data (In thousands)

Other Data (In thousands)

A reconciliation of FFO to net income computed in accordance with GAAP is provided in Item 7 under the heading of “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Funds from Operations.”

53

For the year ended December 31,

2015 2014 2013 2012 2011

Total real estate investments, net $ 3,931,677 $ 1,040,022 $ 333,465 $ 23,109 $ 7,631

Loans and other lending investments, net — — — 73 828

Assets held for sale, net 420,485 — — 1,952,264 2,078,146

Investment in unconsolidated equity investments 580,000 — 39,385 72,742 496

Total assets $ 5,840,907 $ 1,500,000 $ 491,663 $ 2,168,836 $ 2,258,330

Mortgage notes payable 532,922 161,642 122,180 — —

Secured revolving credit facility — — 45,000 — —

Unsecured revolving credit facilities and term loans 1,521,724 200,000 — — —

Senior unsecured notes 100,000 — — — —

Exchangeable senior notes, net 109,394 107,836 — — —

Total liabilities 2,918,938 577,090 225,190 2,420,664 2,698,760

Noncontrolling interest in operating partnership 10,892 16,129 — — —

Shareholders' equity (deficit) $ 2,911,077 $ 906,781 $ 266,473 $ (251,828) $ (440,430)

For the year ended December 31,

2015 2014 2013 2012 2011

Funds from operations(1) $ 42,136 $ 12,297 $ 1,267 $ (24,616) $ (24,696)

Cash flows provided by operating activities $ 33,692 $ 32,787 $ 29,403 $ 283 $ 87,105

Cash flows provided by (used in) investing activities $ (854,665) $ (471,174) $ (216,092) $ 248,288 $ 51,133

Cash flows provided by (used in) financing activities $ 748,858 $ 595,171 $ 124,620 $ (306,894) $ (195,358)

(1) We present FFO because we consider it an important supplemental measure of our operating performance and believe that it is frequently used by securities analysts,investors and other interested parties in the evaluation of REITS. We also have used FFO as one of several criteria to determine performance-based incentive compensation for members of our senior management, which may be payable in cash or equity awards. The revised White Paper on FFO approved by the Board ofGovernors of the National Association of Real Estate Investment Trusts, or NAREIT, defines FFO as net income (loss) (determined in accordance with GAAP),excluding impairment write-downs of investments in depreciable real estate and investments in in-substance real estate investments, gains or losses from debtrestructurings and sales of depreciable operating properties, plus real estate-related depreciation and amortization (excluding amortization of deferred financingcosts), less distributions to noncontrolling interests and gains/losses from discontinued operations and after adjustments for unconsolidated partnerships, jointventures, and equity investments. FFO does not represent cash generated from operating activities in accordance with GAAP and should not be considered as analternative to net income (determined in accordance with GAAP), as an indication of our financial performance, or to cash flow from operating activities (determinedin accordance with GAAP) as a measure of our liquidity, nor is it entirely indicative of funds available to fund our cash needs, including our ability to make cashdistributions. Our calculation of FFO may be different from the calculation used by other companies and, therefore, comparability may be limited.

(Amounts in thousands, except Overview section, share and per share data)

Overview

Gramercy Property Trust, or the Company or Gramercy, a Maryland real estate investment trust, or REIT, is a leading global investor and asset manager ofcommercial real estate. We specialize in acquiring and managing single-tenant, net leased industrial, office, and specialty properties. We focus on income producingproperties leased to high quality tenants in major markets in the United States and Europe.

We earn revenues primarily through three sources: (i) rental revenues on properties that we own in the United States, (ii) asset management revenues on propertiesowned by third parties in the United States and Europe and (iii) pro-rata rental revenues on our unconsolidated equity investments in the United States, Europe, and Asia.

On December 17, 2015, Chambers Street Properties, or Chambers, a Maryland REIT, completed a merger, or the Merger, with Gramercy Property Trust Inc., orLegacy Gramercy, a Maryland corporation, pursuant to which Legacy Gramercy shareholders received 3.1898 common shares of beneficial interest of Chambers for eachshare of common stock of Legacy Gramercy held. Following the Merger, Chambers changed its name to Gramercy Property Trust and began trading on the New YorkStock Exchange, or NYSE, using the “GPT” stock symbol. Legacy Gramercy’s executive management team manages the combined company.

In the Merger, Chambers was the legal acquirer but Legacy Gramercy was determined to be the “accounting acquirer” for financial reporting purposes. Thus, the financial information set forth herein reflects the results of Legacy Gramercy only through December 15, 2015 and 14 days of combined company results following theMerger closing. For this reason, period to period comparisons may not be meaningful.

As of December 31, 2015, we owned interests (either directly or in an unconsolidated equity investment) in 323 properties containing an aggregate of approximately 63.0 million rentable square feet.

The following is a summary of the characteristics of our wholly-owned property portfolio at December 31, 2015:

54

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

• 98% occupancy;

• A weighted average remaining lease term of 7.54 years (based on annual base rent);

• 42% investment grade tenancy (based on annual base rent);

• Industrial portfolio comprised of 32.9 million aggregate rentable square feet with an average base rent per square foot of $5.46 (based on annual base rent);

• Office portfolio comprised of 12.0 million aggregate rentable square feet with an average base rent per square foot of $20.28 (based on annual base rent);

• Specialty industrial portfolio of 14 properties comprised of 676 thousand aggregate rentable square feet of building space that we lease to trucking companies, acar auction services company, a bus depot, a rental car company, and salvage yards;

• Specialty retail portfolio comprised of 1.2 million aggregate rentable square feet with an average base rent per square foot of $15.08 (based on annual base rent);

• Data center portfolio comprised of 228 thousand aggregate rentable square feet with an average base rent per square foot of $30.50 (based on annual base rent); and

• Top five tenants by annualized base rent include Bank of America, N.A. (8%), Healthy Way of Life II, LLC (d.b.a Life Time Fitness) (4%), Raytheon Company(3%), Amazon.com, Inc. (2%), and JPMorgan Chase Bank, N.A. (2%). Each of the top five tenant leases is guaranteed by the respective tenant’s parent company.

As of December 31, 2015, our unconsolidated equity investment portfolio of industrial and office properties comprised of an aggregate 16.0 million rentable squarefeet with an average base rent per square foot of $10.69 (based on annual base rent).

Significant 2015 Activities

Merger with Chambers Street Properties

The Merger enabled us to accelerate the achievement of many of our strategic goals including:

In addition to the Merger, we also achieved a number of milestones with our operating activities:

Expanded High-Quality Net Leased Portfolio

Developed European Operations

We have elected to be taxed as a REIT under the Internal Revenue Code of 1986, as amended, or the Internal Revenue Code, and generally will not be subject to U.S.federal income taxes to the extent we distribute our taxable income, if any, to our shareholders. We have in the past established, and may in the future establish TRSs toeffect various taxable transactions. Those TRSs would incur U.S. federal, state and local taxes on the taxable income from their activities.

55

• Increased size and scale with the addition of 104 wholly-owned properties, including 60 industrial properties and 44 office properties, which comprise an aggregate 25.0 million square feet and the addition of four unconsolidated equity investments, through which we own interests in 27 properties which comprise an aggregate 16.7 million square feet in the United States, Europe and Asia;

• Broader tenant diversification with largest tenant representing approximately eight percent of annualized base rent and the top ten tenants representing lessthan 28% of total annualized base rent;

• Broader geographic footprint and diversity in attractive markets;

• Achieved investment grade credit ratings of Baa3 from Moody’s Investors Service and BBB- from Standard and Poor’s Ratings Service, both with a stable outlook;

• Improved access to financing including a new $850.0 million senior unsecured revolving credit facility, $300.0 million three-year unsecured term loan, $750.0million five-year unsecured term loan, and $175.0 million seven-year unsecured term loan;

• Access to the bond market including a private placement of $150.0 million in senior unsecured notes with a fixed interest rate of 4.97% and maturity in December 2024;

• Lower operating cost structure on a combined basis;

• Facilitates the expansion of our Gramercy Property Europe plc, or Gramercy European Property Fund platform;

• Increased liquidity for shareholders due to the increased equity capitalization of the company and a larger shareholder base;

• In 2015, we acquired 54 properties aggregating approximately 8.8 million square feet in 21 separate transactions for a total purchase price of approximately$1.1 billion, excluding the acquisition of 104 properties in connection with the Merger with Chambers, which is described further in Note 3 of theaccompanying financial statements.

• In 2015, we sold seven properties aggregating approximately 398.0 million square feet for net proceeds of approximately $85.5 million.

• In 2015, through the Gramercy European Property Fund, a private real estate investment fund we formed in December 2014 with several equity investmentpartners that targets single-tenant industrial, office and specialty retail assets throughout Europe, we acquired 12 properties in Europe aggregating approximately 3.5 million square feet in 8 separate transactions for a total purchase price of approximately $243.0 million.

We were formed as a Maryland REIT in March 2004 and commenced operations in July 2004 following an initial private placement of our common shares. InMay 2013, we listed our common shares on the NYSE under the symbol “CSG.” Following the Merger in December 2015, we changed our NYSE trading symbol to“GPT.”

Our operating partnership, GPT Operating Partnership LP, or the Operating Partnership, indirectly owns (i) all of our consolidated real estate investments, (ii) ourinterests in unconsolidated investments and (iii) the entities, primarily a taxable REIT subsidiary, or TRS, that conduct our third-party asset management operations. We are the sole general partner and 100% owner of the Operating Partnership. The Operating Partnership is the 100% owner of all of its direct and indirect subsidiaries,except that as of December 31, 2015 third parties OP unit holders owned approximately 0.33% in the Company. Our operating partnerships conduct commercial realestate investment business operations through various wholly-owned entities and conduct third-party asset management business operations primarily through a wholly-owned TRS.

Property Portfolio

During the year ended December 31, 2015, we acquired 158 properties aggregating approximately 33.8 million square feet for a total purchase price of approximately$3.7 billion. A summary of our consolidated portfolio as of December 31, 2015 and 2014 is presented below:

Unconsolidated Equity Investments

Duke —In connection with the Merger, we acquired an 80% ownership interest in the Duke Joint Venture, which is a joint venture that invests in office and industrialproperties in the United States, which are managed by Duke Realty, or Duke, our joint venture partner. Duke is entitled to receive fees in connection with the services itprovides to the Duke Joint Venture, including asset management, construction, development, leasing and property management services. There were 13 properties in theportfolio as of December 31, 2015.

Goodman Europe — In connection with the Merger, we acquired an 80% ownership interest in the Goodman Europe Joint Venture, which is a joint venture thatinvests in logistics focused warehouse/distribution/logistics properties in France and Germany, which are managed by Goodman, our joint venture partner. There werenine properties in the portfolio as of December 31, 2015.

Goodman UK — In connection with the Merger, we acquired an 80% ownership interest in the Goodman UK joint venture, which is a joint venture that invests inlogistics focused warehouse/distribution/logistics properties in the United Kingdom, which are managed by Goodman, our joint venture partner. There were threeproperties in the portfolio as of December 31, 2015.

56

Number of Properties Rentable Square Feet OccupancyWeighted-average

Lease Term(2)

Properties Dec 31, 2015(1) Dec 31, 2014 Dec 31, 2015(1) Dec 31, 2014 Dec 31, 2015(1) Dec 31, 2014 Dec 31, 2015(1) Dec 31, 2014

Industrial Properties 135 42 32,877,202 9,154,081 95.9% 100.0% 6.97 9.45

Office Properties 122 75 11,959,636 3,717,877 83.8% 97.9% 6.79 8.73

Specialty Industrial Properties 14 14 676,472 — 100.0% 100.0% 6.96 8.12

Specialty Retail Properties 9 — 1,187,258 — 100.0% —% 19.51 —

Data Center Properties 2 — 227,953 654,630 100.0% —% 5.09 —

Total 282 131 46,928,521 13,526,588 98.4% 99.4% 7.24 9.19

(1) Includes 104 properties acquired as part of the Merger, of which 60 were industrial properties that comprise 17.4 million square feet and 44 were office properties that comprise 7.2 million square feet. Refer to Note 3 for more information on the real estate acquired as part of the Merger.

(2) Weighted-average lease term is based upon the remaining non-cancelable lease term as of December 31, 2015 and 2014, respectively. The weighted-average calculation is based upon square footage.

Gramercy European Property Fund — We formed a private real estate investment fund with several equity investment partners in December 2014, which investspredominantly in single-tenant industrial, office, and specialty retail assets throughout Europe. The equity investors have committed approximately $382.9 million (€352.5million) in equity capital, including $54.3 million (€50.0 million) from us. There were 12 properties in the portfolio as of December 31, 2015.

Morristown — In October 2015 we sold our interest in an office property located in Morristown, New Jersey, and concurrently, we entered into a joint ventureagreement for the property with 21 South Street, or the Morristown Joint Venture. In October 2015, the Morristown Joint Venture entered into a leasing and constructionmanagement agreement to complete specific improvements at the property.

CBRE Strategic Partners Asia — In connection with the Merger, we acquired a 5.07% ownership interest in a real estate investment fund in China. CBRE StrategicPartners Asia has an investment manager, who is entitled to an annual management fee and acquisition fees. There were two properties in the portfolio as of December 31,2015.

Philips Building — We own a 25% interest in Philips HQ JV, which is owner of a fee interest in an office building located in Somerset, New Jersey which is 100% netleased to Philips Holdings, USA Inc., a wholly-owned subsidiary of Royal Philips Electronics, through December 2021. The property is subject to a $40,424 fixed-rate mortgage note with maturity in September 2035. The loan had an anticipated repayment date in September 2015 and, as such, distributions from the property beganpaying down the loan in September 2015.

Asset and Property Management

In addition to net leased investing, we also operate a commercial real estate management business for third parties. As of December 31, 2015, this business, whichoperates under the name Gramercy Asset Management, manages approximately $900.0 million of commercial properties. We manage properties for companies includingKBS Real Estate Investment Trust, Inc., or KBS, and the Gramercy European Property Fund.

We have an integrated asset management platform within Gramercy Asset Management to consolidate responsibility for, and control over, leasing, leaseadministration, property management, operations, construction management, tenant relationship management and property accounting. To the extent that we provide assetmanagement services for third-party property owners, we provide such services in consultation with and at the direction of such owners.

Our Management Agreement with KBS provides for a base management fee of $7.5 million per year as well as certain other fees as provided therein. The term of theManagement Agreement will continue to December 31, 2016 (with a one year extension option exercisable by KBS), unless earlier terminated as therein provided, andalso provides incentive fees in the form of profit participation ranging from 10% - 30% of incentive profits earned on sales.

In December 2014, we assumed a Property and Asset Management Agreement, or Gramercy Europe Management Agreement, in connection with our acquisition ofThreadGreen Europe Limited, which we subsequently renamed Gramercy Europe Asset Management. Pursuant to the Gramercy Europe Management Agreement,Gramercy Europe Asset Management provides property, asset management and advisory services to an existing portfolio of single-tenant industrial and office assets located in Germany and Finland, as well as the Gramercy European Property Fund.

Commercial Real Estate Finance

In March 2013, we disposed of our Gramercy Finance segment, and exited the commercial real estate finance business. The disposal was completed pursuant to a saleand purchase agreement to transfer the collateral management and sub-special servicing agreements for our three collateralized debt obligations, or CDOs, to CWCapitalInvestments LLC, or CWCapital, for proceeds of $6.3 million in cash, after expenses. We retained the noninvestment grade subordinate bonds, preferred shares andordinary shares, or the Retained CDO Bonds, in the CDOs, which may allow us to recoup additional proceeds over the remaining life of the CDOs based upon resolutionof underlying assets within the CDOs. However, there is no guarantee that we will realize any proceeds from the Retained CDO Bonds or what the timing of theseproceeds might be. On March 15, 2013, we deconsolidated the assets and liabilities of Gramercy Finance from our Consolidated Financial Statements and recognized again on the disposal of $389.1 million within discontinued operations. The carrying value of the Retained CDO Bonds was $7.5 million as of December 31, 2015.

57

In addition to our Retained CDO Bonds, we expect to receive additional cash proceeds for past CDO servicing advances when specific assets within the CDOs areliquidated. We received no reimbursements during the year ended December 31, 2015, and the carrying value of the receivable for servicing advance reimbursements asof December 31, 2015 is $1.4 million.

58

Critical Accounting Policies

The following discussion related to our Consolidated Financial Statements should be read in conjunction with the financial statements appearing in Item 8 of thisAnnual Report on Form 10-K.

Our discussion and analysis of financial condition and results of operations is based on our financial statements, which have been prepared in accordance withaccounting principles generally accepted in the United States, known as GAAP. These accounting principles require us to make some complex and subjective decisionsand assessments. Our most critical accounting policies involve decisions and assessments, which could significantly affect our reported assets, liabilities andcontingencies, as well as our reported revenues and expenses. We believe that all of the decisions and assessments upon which our financial statements are based werereasonable at the time and made based upon information available to us at that time. We evaluate these decisions and assessments on an ongoing basis. Actual results maydiffer from these estimates under different assumptions or conditions.

Real Estate Investments

We record acquired real estate investments as business combinations when the real estate is occupied, at least in part, at acquisition. Costs directly related to theacquisition of such investments are expensed as incurred. We allocate the purchase price of real estate to land, building and intangibles, such as the value of above-, below- and at-market leases, and origination costs associated with the in-place leases at the acquisition date. The values of the above- and below-market leases are amortized and recorded as either an increase, in the case of below-market leases, or a decrease, in the case of above-market leases, to rental revenue over the remaining term of the associated lease. The values associated with in-place leases are amortized over the expected term of the associated lease.

We assess the fair value of the leases at acquisition based upon estimated cash flow projections that utilize appropriate discount and capitalization rates and availablemarket information. Estimates of future cash flows are based on a number of factors including the historical operating results, known trends, and market/economicconditions that may affect the property. To the extent acquired leases contain fixed-rate renewal options that are below-market and determined to be material, we amortize such below-market lease value into rental revenue over the renewal period. Additionally, for transactions that are business combinations, we evaluate the existence ofgoodwill or a gain from a bargain purchase at the time of acquisition.

Acquired real estate investments involving sale-leasebacks that have newly-originated leases are recorded as asset acquisitions and accordingly, transaction costsincurred in connection with the acquisition are capitalized. Acquired real estate investments which are under construction are considered build-to-suit transactions and other acquired real estate investments that do not meet the definition of a business combination are recorded at cost. In build-to-suit transactions, we engage a developer to construct a property or provide funds to a tenant to develop a property. We capitalize the funds provided to the developer/tenant and the internal costs of interest and realestate taxes, if applicable, during the construction period.

Certain improvements are capitalized when they are determined to increase the useful life of the building. Depreciation is computed using the straight-line method over the shorter of the estimated useful life at acquisition of the capitalized item or 40 years for buildings, five to ten years for building equipment and fixtures, and the lesserof the useful life or the remaining lease term for tenant improvements and leasehold interests. Maintenance and repair expenditures are charged to expense as incurred.

In leasing office space, we may provide funding to the lessee through a tenant allowance. In accounting for tenant allowances, we determine whether the allowancerepresents funding for the construction of leasehold improvements and evaluate the ownership of such improvements. If we are considered the owner of the leaseholdimprovements, we capitalize the amount of the tenant allowance and depreciate it over the shorter of the useful life of the leasehold improvements or the lease term. If thetenant allowance represents a payment for a purpose other than funding leasehold improvements, or in the event we are not considered the owner of the improvements foraccounting purposes, the allowance is considered to be a lease incentive and is recognized over the lease term as a reduction of rental revenue. Factors considered duringthis evaluation usually include (i) who holds legal title to the improvements, (ii) evidentiary requirements concerning the spending of the tenant allowance, and (iii) othercontrolling rights provided by the lease agreement (e.g. unilateral control of the tenant space during the build-out process). Determination of the accounting for a tenant allowance is made on a case-by-case basis, considering the facts and circumstances of the individual tenant lease.

59

We also review the recoverability of the property’s carrying value when circumstances indicate a possible impairment of the value of a property. The review ofrecoverability is based on an estimate of the future undiscounted cash flows, excluding interest charges, expected to result from the property’s use and eventual disposition. These estimates consider factors such as changes in strategy resulting in an increased or decreased holding period, expected future operating income, marketand other applicable trends and residual value, as well as the effects of leasing demand, competition and other factors. If management determines impairment exists due tothe inability to recover the carrying value of a property, an impairment loss is recorded to the extent that the carrying value exceeds the estimated fair value of the propertyfor properties to be held and used and for assets held for sale, an impairment loss is recorded to the extent that the carrying value exceeds the fair value less estimated costof disposal. These assessments are recorded as an impairment loss in our Consolidated Statements of Comprehensive Income (Loss) in the period the determination ismade. The estimated fair value of the asset becomes its new cost basis. For a depreciable long-lived asset, the new cost basis will be depreciated or amortized over theremaining useful life of that asset.

Unconsolidated Equity Investments

We account for substantially all of our equity investments under the equity method of accounting since we exercise significant influence, but do not unilaterally controlthe entities, and we are not considered to be the primary beneficiary. In unconsolidated equity investments, the rights of the other investors are protective andparticipating. Unless we are determined to be the primary beneficiary, these rights preclude us from consolidating the investments. The investments are recorded initiallyat cost as unconsolidated equity investments and subsequently are adjusted for equity in net income (loss) and cash contributions and distributions. Any differencebetween the carrying amount of the investments on our balance sheet and the underlying equity in net assets is evaluated for impairment at each reporting period. None ofthe unconsolidated equity investment debt is recourse to us. Transactions with equity method entities are eliminated to the extent of our ownership in each such entity.Accordingly, our share of net income (loss) of these equity method entities is included in consolidated net income (loss).

Our 5.07% investment in CBRE Strategic Partners Asia is presented in the Consolidated Financial Statements at fair value. CBRE Strategic Partners Asia is aninvestment company that accounts for its investments at fair value with changes in the fair value of the investments recorded in the statement of operations. Theinvestment manager of CBRE Strategic Partners Asia applies valuation techniques for our investment carried at fair value based upon the application of the incomeapproach, the direct market comparison approach, the replacement cost approach or third-party appraisals to the underlying assets held in the unconsolidated entity indetermining the net asset value attributable to our ownership interest therein. See Note 11, "Fair Value Measurements," for further discussion of the application of the fairvalue accounting.

As of December 31, 2015 and 2014, we had unconsolidated equity investments of $580,000 and $0, respectively.

Variable Interest Entities

We had two consolidated variable interest entities, or VIEs, as of December 31, 2015 and one consolidated VIE as of December 31, 2014. We had four unconsolidated VIEs as of December 31, 2015 and 2014.

Consolidated VIEs

Chisholm

In December 2015, we entered into a non-recourse financing arrangement with Big Proportion Austin LLC, or BIG, for a build-to-suit industrial property in Round Rock, Texas, or Chisholm. Concurrently, we entered into a forward purchase agreement with BIG, pursuant to which we will acquire the property, which is 100% leasedto Proportion Foods, upon substantial completion of the facility’s development. We have determined that Chisholm is a VIE, as the equity holders of the entity do nothave controlling financial interests and the obligation to absorb losses. We control the activities that most significantly affect the economic outcome of Chisholm throughour financing arrangement to fund its development and our forward purchase agreement with BIG. As such, we have concluded that we are that entity’s primary beneficiary and have consolidated the VIE. We have a note receivable from BIG related to the financing arrangement, which is a note payable for BIG and thus eliminatesupon consolidation of the VIE.

The construction of the facility on the property is expected to be completed in December 2016 and we have committed $24,950 in financing for the construction. BIG is responsible for funding in excess of the $24,950 mortgage note. As of December 31, 2015, we have funded $8,167 for the property.

60

Gramercy Europe Asset Management (European Fund Manager)

In connection with our December 2014 investment in the Gramercy European Property Fund, we acquired equity interests in the entity, hereinafter European FundManager, which provides investment and asset management services to Gramercy European Property Fund. We have determined that European Fund Manager is a VIE,as the equity holders of that entity do not have controlling financial interests and the obligation to absorb losses. As Gramercy Europe Asset Management, through aninvestment advisory agreement with the VIE, controls the activities that most significantly affect the economic outcome of European Fund Manager, we have concludedthat we are that entity’s primary beneficiary and have consolidated the VIE.

As of December 31, 2015 and 2014, European Fund Manager had net assets of $(498) and $0. European Fund Manager is expected to generate net cash inflows for usin the form of management fees in the future, however, if the VIE’s cash inflows are not sufficient to cover our obligations, we may provide financial support for the VIE.

Collateralized Debt Obligations

On March 15, 2013, as a result of the disposal of the Gramercy Finance segment, we deconsolidated three VIEs, which represented the three CDOs that we previouslymanaged as part of our Finance business. We were the collateral manager of the three CDOs and in our capacity as collateral manager, we made decisions related to thecollateral that most significantly impacted the economic outcome of the CDOs, which was the basis upon which we concluded that we were the primary beneficiary of theCDOs as of December 31, 2012. In connection with the disposal of Gramercy Finance, we transferred the collateral management and sub-special servicing agreements for our three CDOs to CWCapital, thereby removing ourselves as the collateral manager and our ability to make any and all decisions related to the collateral, including thosethat would most significantly impact the economic outcome of the CDOs. As of March 15, 2013, we had no continuing involvement with the collateral to the CDOs, andas a result, we determined that we were no longer the primary beneficiary of the CDOs, and therefore deconsolidated the CDOs.

We have retained our subordinate debt and equity ownership, or the Retained CDO Bonds, in the CDOs, which were previously eliminated in consolidation and werenot sold as part of the disposal of Gramercy Finance. The Retained CDO Bonds may provide us with the potential to receive continuing cash flows in the future, however,there is no guarantee that we will realize any proceeds from the Retained CDO Bonds, or what the timing of these proceeds might be. These interests have beenrecognized at fair value as the Retained CDO Bonds on the Consolidated Balance Sheets.

Unconsolidated VIEs

Gramercy Europe Asset Management (European Fund Carry Co.)

In connection with our December 2014 investment in the Gramercy European Property Fund, we acquired equity interests in the entity, hereinafter European FundCarry Co., entitled to receive certain preferential distributions, if any, made from time-to-time by Gramercy European Property Fund. We have determined that EuropeanFund Carry Co. is a VIE, as the equity holders of that entity do not have controlling financial interests and the obligation to absorb losses. Decisions that mostsignificantly affect the economic performance of European Fund Carry Co. are decided by a majority vote of that VIE’s shareholders. As such, we do not have a controlling financial interest in the VIE and have accounted for it as an equity investment.

As of December 31, 2015 and 2014, European Fund Carry Co. had net assets of $(5) and $0, respectively.

Investment in Retained CDO Bonds

As further discussed above, on March 15, 2013, we recognized an asset in Retained CDO Bonds in connection with the disposal of the Gramercy Finance segment. Weare not obligated to provide any financial support to these CDOs. Our maximum exposure to loss is limited to our interest in the Retained CDO Bonds and we do notcontrol the activities that most significantly impact the VIEs’ economic performance.

61

Assets Held for Sale and Discontinued Operations

As of December 31, 2015 and 2014, we had six and zero assets classified as held for sale. The assets classified as held for sale as of December 31, 2015 represent legacy Chambers properties that qualified as held for sale as of the closing date of the Merger and are included within discontinued operations, in accordance with ASC360-10-45, Impairment or Disposal of Long-Lived Assets, as these assets acquired in the Merger do not align with the Company’s investment strategy and therefore will be sold. Real estate investments to be disposed of are reported at the lower of carrying amount or estimated fair value, less costs to sell. Once an asset is classified as heldfor sale, depreciation and amortization expense is no longer recorded.

Tenant and Other Receivables

Tenant and other receivables are derived from management fees, rental revenue and tenant reimbursements.

Management fees, including incentive management fees, are recognized as earned in accordance with the terms of the management agreements. The managementagreements may contain provisions for fees related to dispositions, administration of the assets including fees related to accounting, valuation and legal services, andmanagement of capital improvements or projects on the underlying assets.

Rental revenue is recorded on a straight-line basis over the initial term of the lease. Since many leases provide for rental increases at specified intervals, straight-line basis accounting requires us to record a receivable, and include in revenues, unbilled rent receivables that will only be received if the tenant makes all rent paymentsrequired through the expiration of the initial term of the lease. Tenant and other receivables also include receivables related to tenant reimbursements for common areamaintenance expenses and certain other recoverable expenses that are recognized as revenue in the period in which the related expenses are incurred.

We continually review receivables related to rent, tenant reimbursements, and management fees, including incentive fees, and determine collectability by taking intoconsideration the tenant or asset management clients’ payment history, the financial condition of the tenant or asset management client, business conditions in the industryin which the tenant or asset management client operates and economic conditions in the area in which the property or asset management client is located. In the event thatthe collectability of a receivable is in doubt, we increase the allowance for doubtful accounts or record a direct write-off of the receivable.

Intangible Assets and Liabilities

We follow the acquisition method of accounting for business combinations. We allocate the purchase price of acquired properties to tangible and identifiableintangible assets and liabilities acquired based on their respective fair values. Tangible assets include land, buildings and improvements on an as-if vacant basis. We utilize various estimates, processes and information to determine the as-if vacant property value. Estimates of value are made using customary methods, including datafrom appraisals, comparable sales, discounted cash flow analyses and other methods. Identifiable intangible assets include amounts allocated to acquired leases for above-and below-market lease and ground rent rates, the value of in-place leases, and acquired contract-based intangibles. Management also considers information obtainedabout each property as a result of its pre-acquisition due diligence in estimating the fair value of the tangible and intangible assets and liabilities acquired.

Above-market and below-market lease values for properties acquired are recorded based on the present value of the difference between the contractual amount to bepaid pursuant to each in-place lease and management’s estimate of the fair market lease rate for each such in-place lease, measured over a period equal to the remaining non-cancelable term of the lease. The present value calculation utilizes a discount rate that reflects the risks associated with the leases acquired. The above-market lease values are amortized as a reduction of rental revenue over the remaining non-cancelable terms of the respective leases. The below-market lease values are amortized as an increase to rental revenue over the initial term of the respective leases. If a tenant terminates its lease prior to its contractual expiration and no future rental payments willbe received, any unamortized balance of the market lease intangibles will be written off to rental revenue.

62

The aggregate value of intangible assets related to in-place leases is primarily the difference between the property valued with existing in-place leases adjusted to market rental rates and the property valued as-if vacant. Factors considered by management in its analysis of the in-place lease intangibles include an estimate of carrying costs during the expected lease-up period for each property taking into account current market conditions and costs to execute similar leases. In estimating carrying costs,management includes real estate taxes, insurance and other operating expenses and estimates of lost rentals at market rates during the anticipated lease-up period. Management also estimates costs to execute similar leases including leasing commissions and other related expenses. The value of in-place leases is amortized to depreciation and amortization expense over the remaining non-cancelable term of the respective leases. In no event does the amortization period for intangible assetsexceed the remaining depreciable life of the building. If a tenant terminates its lease prior to its contractual expiration and no future rental payments will be received, anyunamortized balance of the in-place lease intangible would be written off to depreciation and amortization expense.

Above-market and below-market ground rent intangibles are recorded for properties acquired in which we are the lessee pursuant to a ground lease assumed on theproperty at acquisition. The above-market and below-market ground rent intangibles are recorded based on the present value of the difference between the contractualamount to be paid pursuant to each in-place ground lease and management’s estimate of the fair market lease rate for each such in-place ground lease, measured over a period equal to the remaining non-cancelable term of the lease. The present value calculation utilizes a discount rate that reflects the risks associated with the groundleases assumed. The above-market ground lease values are amortized as a reduction of rent expense over the remaining non-cancelable terms of the respective leases. The below-market ground lease values are amortized as an increase to rent expense over the initial term of the respective leases. If we terminate a lease prior to its contractualexpiration and no future rent payments will be paid, any unamortized balance of the market lease intangibles will be written off to rent expense.

Contracts that we have assumed pursuant to a business combination, such as asset or property management contracts, are recorded at fair value at the time ofacquisition. We determine the fair value of the contract intangible using a discounted cash flow analysis that considers the future cash flows projected from the contract aswell as the term of the contract and any renewal or termination provisions. The present value calculation utilizes a discount rate that reflects the risks associated with thecontract acquired. The value of the contract intangible is amortized to depreciation and amortization expense on a straight-line basis over the expected remaining useful term of the contract. If the contract is terminated prior to its contractual expiration and no future payments will be received, any unamortized balance of the contractintangible would be written off to depreciation and amortization expense. Contract intangibles are recorded in other assets on our Consolidated Balance Sheets.

Goodwill

Goodwill represents the fair value of the synergies expected to be achieved upon consummation of a business combination and is measured as the excess ofconsideration transferred over the net assets acquired at acquisition date. Our goodwill has an indeterminate life and is not amortized, but is tested for impairment on anannual basis, or more frequently if events or changes in circumstances indicate that the asset might be impaired. We take a qualitative approach to consider whether animpairment of goodwill exists prior to quantitatively determining the fair value of the reporting unit in step one of the impairment test. We did not record any impairmenton our goodwill during 2015 or 2014.

63

Fair Value Measurements

At December 31, 2015, we measured our Retained CDO Bonds, derivative instruments, and CBRE Strategic Partners Asia on a recurring basis and we measured ourreal estate investments classified as held for sale at the time of the Merger on a non-recurring basis. As of December 31, 2014, we measured our Retained CDO Bonds and derivative on a recurring basis. ASC 820-10, “Fair Value Measurements and Disclosures,” among other things, establishes a hierarchical disclosure framework associatedwith the level of pricing observability utilized in measuring financial instruments and other assets and liabilities at fair value. Considerable judgment is necessary tointerpret market data and develop estimated fair values. Accordingly, fair values are not necessarily indicative of the amounts we could realize on disposition of theseassets and liabilities. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between marketparticipants at the measurement date, or an exit price. The level of pricing observability generally correlates to the degree of judgment utilized in measuring the fair valueof financial instruments and other assets and liabilities. The investment manager of CBRE Strategic Partners Asia, our unconsolidated equity investment described morein Note 6, applies valuation techniques for our investment carried at fair value based upon the application of the income approach, the direct market comparison approach,the replacement cost approach or third-party appraisals to the underlying assets held in the unconsolidated entity in determining the net asset value attributable to ourownership interest therein. The three broad levels defined are as follows:

Level I — This level is comprised of financial instruments and other assets and liabilities that have quoted prices that are available in active markets for identical assetsor liabilities.

Level II — This level is comprised of financial instruments and other assets and liabilities for which quoted prices are available but which are traded less frequentlyand instruments that are measured at fair value using management’s judgment, where the inputs into the determination of fair value can be directly observed.

Level III — This level is comprised of financial instruments and other assets and liabilities that have little to no pricing observability as of the reported date. Thesefinancial instruments do not have active markets and are measured using management’s best estimate of fair value, where the inputs into the determination of fair valuerequire significant management judgment and assumptions. Instruments that are generally included in this category include derivatives.

Derivative instruments: Fair values of our derivative instruments, such as interest rate swaps, are valued with assistance of a third-party derivative specialist, who uses a combination of observable market-based inputs, such as interest rate curves, and unobservable inputs which require significant judgment such as the credit valuationadjustments due to the risk of non-performance by us and our counterparties. The most significant unobservable input in the fair valuation of derivative instruments is thecredit valuation adjustment as it requires significant management judgment regarding changes in the credit risk of the Company or its counterparties, however the primarydriver of the fair value of the interest rate swaps is the forward interest rate curve. Fair value of some of our derivative instruments is determined using a Black-Scholes model. This model requires inputs such as expected term, expected volatility, and risk-free interest rate. Fair value of our embedded exchange option was determinedusing a probabilistic valuation model with the assistance of third-party valuation specialists.

Retained CDO Bonds: Retained CDO Bonds are valued on a recurring basis using an internally developed discounted cash flow model. Management estimates thetiming and amount of cash flows expected to be collected and applies a discount rate equal to the yield that we would expect to pay for similar securities with similar risksat the valuation date. Future expected cash flows generated by management require significant assumptions and judgment regarding the expected resolution of theunderlying collateral, which includes loans and other lending investments, real estate investments, and CMBS. The resolution of the underlying collateral requires furthermanagement assumptions regarding capitalization rates, lease-up periods, future occupancy rates, market rental rates, holding periods, capital improvements, net propertyoperating income, timing of workouts and recoveries, loan loss severities and other factors. The models are most sensitive to the unobservable inputs such as the timing ofa loan default or property sale and the severity of loan losses. Significant increases (decreases) in any of those inputs in isolation as well as any change in the expectedtiming of those inputs would result in a significantly lower (higher) fair value measurement. Due to the inherent uncertainty in the determination of fair value, we havedesignated our Retained CDO Bonds as Level III.

64

Investment in CBRE Strategic Partners Asia: Our investment in CBRE Strategic Partners Asia is based on the Level III valuation inputs applied by the investmentmanager of this investment company, or the CBRE Investment Manager, utilizing a mix of different approaches for valuing the underlying real estate related investmentswithin the investment company. The approaches include the income approach, direct market comparison approach and the replacement cost approach for newerproperties. For investments owned more than one year, except for investments under construction or incurring significant renovation, CBRE Strategic Partners Asiaobtains a third-party appraisal. For investments in real estate under construction or incurring significant renovation, the valuation analysis is prepared by the CBREInvestment Manager. The valuations are most sensitive to the unobservable inputs of discount rates, as well as capitalization rates an expected future cash flows, andsignificant increases (decreases) in these inputs would result in a significantly lower (higher) fair value measurement. On a quarterly basis, we obtain the financial resultsof CBRE Strategic Partners Asia and on an annual basis we receive audited financial statements.

Real estate investments classified as held for sale at Merger closing: Real estate investments classified as held for sale at the time of the Merger are reported atestimated fair value, less costs to sell. The fair value of real estate investments and their related lease intangibles is determined by an independent valuation firm usingvaluation techniques including the market approach, income approach, and cost approach. Key assumptions in the valuations, to which the fair value determinations aremost sensitive, include discount and capitalization rates as well as expected future cash flows. Significant increases (decreases) in these inputs would result in asignificantly lower (higher) fair value measurement. As the inputs are unobservable, the Company determined the inputs used to value this liability falls within Level IIIfor fair value reporting.

Refer to Note 11 of the accompanying financial statements for more information on our fair value measurements and their impact on our results of operations.

Revenue Recognition

Real Estate Investments

Rental revenue from leases on real estate investments is recognized on a straight-line basis over the term of the lease, regardless of when payments are contractuallydue. The excess of rental revenue recognized over the amounts contractually due according to the underlying leases are included in deferred revenue on the ConsolidatedBalance Sheets. We begin recognition of rental revenue from leases on properties that are under construction at the time of acquisition upon completion of construction ofthe leased asset and delivery of the leased asset to the tenant.

Our lease agreements with tenants also generally contain provisions that require tenants to reimburse us for real estate taxes, insurance costs, common areamaintenance costs, and other property-related expenses. Under lease arrangements in which we are the primary obligor for these expenses, such amounts are recognized asboth revenues and operating expenses for us. Under lease arrangements in which the tenant pays these expenses directly, such amounts are not included in revenues orexpenses. These reimbursement amounts are recognized in the period in which the related expenses are incurred.

We recognize sales of real estate properties only upon closing. Payments received from purchasers prior to closing are recorded as deposits. Profit on real estate sold isrecognized using the full accrual method upon closing when the collectability of the sale price is reasonably assured and we are not obligated to perform significantactivities after the sale. Profit may be deferred in whole or part until the sale meets the requirements of profit recognition on sale of real estate.

Asset Management Business

Our asset and property management agreements may contain provisions for fees related to dispositions, administration of the assets including fees related toaccounting, valuation and legal services, and management of capital improvements or projects on the underlying assets. We recognize revenue for fees pursuant to ourmanagement agreements in the period in which they are earned. Management fees received prior to the date earned are included in deferred revenue on the ConsolidatedBalance Sheets.

65

Certain of our asset management contracts include provisions that may allow us to earn additional fees, generally described as incentive fees or profit participationinterests, based on the achievement of a targeted valuation of the managed assets or the achievement of a certain internal rate of return on the managed assets. Werecognize incentive fees on our asset management contracts based upon the amount that would be due pursuant to the contract, if the contract were terminated at thereporting date, through the measurement date. If the contract may be terminated at will, revenue will only be recognized to the amount that would be due pursuant to thattermination. If the incentive fee is a fixed amount, only a proportionate share of revenue is recognized at the reporting date, with the remaining fees recognized on astraight-line basis over the measurement period. The values of incentive management fees are periodically evaluated by management.

The Company's Management Agreement with KBS Acquisition Sub, LLC, or KBSAS, a wholly-owned subsidiary of KBS Real Estate Investment Trust, Inc., or KBSREIT, provides for a base management fee of $7,500 per year, payable monthly, plus the reimbursement of certain administrative and property related expenses. TheManagement Agreement is effective through December 31, 2016 with a one-year extension option through December 31, 2017, exercisable by KBS, and also providesincentive fees in the form of profit participation ranging from 10% - 30% of profits earned on sales.

Prior to December 1, 2013, the previous management agreement with KBSAS provided a base management fee of $9,000 per year, payable monthly, plus the reimbursement of all property related expenses paid, and an incentive fee, or the Threshold Value Profits Participation, in an amount equal to the greater of: (a) $3,500 or (b) 10% of the amount, if any, by which the portfolio equity value exceeds $375,000. The Threshold Value Profits Participation was capped at a maximum of $12,000. In the second quarter of 2013, after consideration of the termination provisions of the agreement and the sales of real estate assets made through June 30, 2015, werecognized incentive fees of $5,700 related to the previous management agreement and, in December 2013, KBSAS paid $12,000 to us in satisfaction of our profit participation interest under the previous management agreement.

In December 2014, we assumed the Gramercy Europe Asset Management Agreement in connection with the acquisition of ThreadGreen Europe Limited, which wesubsequently renamed Gramercy Europe Asset Management. Pursuant to the Gramercy Europe Management Agreement, Gramercy Europe Asset Management providesproperty, asset management and advisory services to a portfolio of single-tenant industrial and office assets located in Germany and Finland as well the GramercyEuropean Property Fund.

Investment and Other Income

Investment income consists primarily of income accretion on our Retained CDO Bonds, which are measured at fair value on a quarterly basis using a discounted cashflow model. Other income includes interest income on servicing advances and interest income earned and reimbursed related to deposits we make for real estateacquisitions. Interest income on servicing advances is recognized as it is earned and interest income on deposits made for pending acquisitions is recognized when thetransaction closes.

Rent Expense

Rent expense is recognized on a straight-line basis regardless of when payments are due. Accounts payable and accrued expenses in the accompanying ConsolidatedBalance Sheets as of December 31, 2015 and 2014 includes an accrual for rental expense recognized in excess of amounts due at that time. Rent expense related toleasehold interests is included in property operating expenses, and rent expense related to office rentals is included in general and administrative expense and propertymanagement expense.

Share-Based Compensation Plans

We have share-based compensation plans, described more fully in Note 13 in the accompanying financial statements. We account for share-based awards using the fair value recognition provisions. Awards of shares or restricted shares are expensed as compensation over the benefit period and may require inputs that are highly subjectiveand require significant management judgment and analysis to develop. We assume a forfeiture rate which impacts the amount of aggregate compensation cost recognized.In accordance with the provisions of our share-based compensation plans, we accept the return of shares of our common stock, at the current quoted market price to satisfyminimum statutory tax-withholding requirements related to shares that vested during the period. We also grant awards pursuant to its share-based compensation plans in the form of LTIP units, which are a class of limited partnership interests in the Gramercy Operating Partnership.

We use the Black-Scholes option-pricing model to estimate the fair value of a stock option award. This model requires inputs such as expected term, expectedvolatility, and risk-free interest rate. These inputs are highly subjective and generally require significant analysis and judgment to develop. Compensation cost for stockoptions, if any, is recognized ratably over the vesting period of the award. Our policy is to grant options with an exercise price equal to the quoted closing market price ofour stock on the business day preceding the grant date.

The fair value of each stock option granted is estimated on the date of grant for options issued to employees, and quarterly for options issued to non-employees, using the Black-Scholes option pricing model with the following weighted average assumptions for grants in 2015 and 2014.

Foreign Currency

Our Gramercy Europe Asset Management operates an asset and property management business in the United Kingdom and we have commitments to invest inGramercy European Property Fund, which will invest in assets throughout Europe. Additionally, we have unconsolidated equity investments with subsidiaries of theGoodman Group, or Goodman, one of which invests in assets in the United Kingdom, or the Goodman UK Joint Venture, and the other of which invests in assets inEurope, or the Goodman Europe Joint Venture, and with other investors in a joint venture that invests in real estate in Asia, or CBRE Strategic Partners Asia. We own an80% interest in the Goodman UK Joint Venture and the Goodman Europe Joint Venture, and a 5.07% interest in CBRE Strategic Partners Asia. Refer to Note 6 for moreinformation on our foreign joint venture interests.

Translation

We have interests in the European Union and United Kingdom for which the functional currency is the euro and the British pound sterling, respectively. We performthe translation from the euro or the British pound sterling to the U.S. dollar for assets and liabilities using the exchange rates in effect at the balance sheet date and forrevenue and expense accounts using a weighted-average exchange rate during the period. We report the gains and losses resulting from such translation as a component ofother comprehensive income (loss). We recorded net translation losses of $594 and $48 for the years ended December 31, 2015 and 2014, respectively. These translation gains and losses are reclassified to earnings when we have substantially exited from all investments in the related currency.

Transaction Gains or Losses

A transaction gain or loss realized upon settlement of a foreign currency transaction will be included in earnings for the period in which the transaction is settled.Foreign currency intercompany transactions that are scheduled for settlement are included in the determination of net income.

Intercompany foreign currency transactions of a long-term nature that do not have a planned or foreseeable future settlement date, in which the entities to thetransactions are consolidated or accounted for by the equity method in our financial statements, are not included in net income but are reported as a component of othercomprehensive income (loss).

Net realized gains or (losses) are recognized on foreign currency transactions in connection with the transfer of cash from or to foreign operations of subsidiaries orequity investments to the parent company. For the years ended December 31, 2015, 2014, and 2013, we recognized net realized foreign currency transaction losses of$(23), $(16) and $0, respectively, on such transactions.

2015 2014

Dividend yield 5.63% 2.50%

Expected life of option 2.8 years 5.0 years

Risk-free interest rate 1.20% 1.81%

Expected stock price volatility 25.54% 41.00%

66

Derivative and Hedging Instruments

In the normal course of business, we are exposed to the effect of interest rate changes and foreign exchange rate changes. We limit these risks by following establishedrisk management policies and procedures including the use of derivatives and net investment hedges. We use a variety of derivative instruments to manage, or hedge,interest rate risk. We enter into hedging and derivative instruments that will be maximally effective in reducing the interest rate risk and foreign currency exchange raterisk exposure that they are designated to hedge. This effectiveness is essential for qualifying for hedge accounting. Instruments that meet these hedging criteria areformally designated as hedges at the inception of the derivative contract. We use a variety of commonly used derivative products that are considered “plain vanilla” derivatives. These derivatives typically include interest rate swaps, caps, collars and floors, as well as net investment hedges. We expressly prohibit the use ofunconventional derivative instruments and using derivative instruments for trading or speculative purposes. Further, we have a policy of only entering into contracts withmajor financial institutions based upon their credit ratings and other factors.

Derivatives that are not hedges must be adjusted to fair value through income. If a derivative is a hedge, depending on the nature of the hedge, changes in the fair valueof the derivative will either be offset against the change in fair value of the hedged asset, liability or firm commitment through earnings, or recognized in othercomprehensive income until the hedged item is recognized in earnings. The ineffective portion of a derivative’s change in fair value will be immediately recognized in earnings. Derivative accounting may increase or decrease reported net income and shareholders’ equity prospectively, depending on future levels of LIBOR, swap spreadsand other variables affecting the fair values of derivative instruments and hedged items, but will have no effect on cash flows, provided the contract is carried through tofull term.

In October 2013, we entered into contingent value right agreements, or CVR Agreements, in connection with the private placement of equity. Pursuant to each CVRAgreement, we issued to each purchaser the number of contingent value rights, or CVRs, equal to the number of common stock purchased. These CVRs were notdesignated as hedge instruments. The CVRs did not qualify, nor did we intend for these instruments to qualify, as hedging instruments. On March 25, 2014, the CVRAgreements expired with no value.

In March 2014, we issued Exchangeable Senior Notes, which are exchangeable, under certain circumstances, for cash, for shares of our common stock or for acombination of cash and shares of our common stock, in accordance with the terms of the Exchangeable Senior Notes, as described in Note 7 in the accompanying financial statements. The embedded exchange option value of the Exchangeable Senior Notes was originally recorded as a derivative at March 31, 2014, pursuant toNYSE share-settlement limitations, however the exchange option was revalued as of June 26, 2014, when the appropriate shareholder approvals were obtained for share-settlement, and the exchange option value was recorded as additional paid-in-capital. The exchange option does not qualify, nor did we intend for it to qualify, as ahedging instrument.

We recognize all derivatives on the Consolidated Balance Sheets at fair value. Refer to Note 12, "Derivative and Hedging Instruments," for more information on theeffect of our derivative instruments on our financial statements.

Servicing Advances Receivable

Servicing advances receivable is comprised of the accrual for the reimbursement of servicing advances recognized as part of the disposal of Gramercy Finance. Theaccrual for reimbursement of servicing advances incurred while we were the collateral manager of the CDOs includes expenses such as legal fees and other professionalfees. These reimbursement proceeds will be realized when the related assets within the CDOs are liquidated. We have no control over the timing of the resolution of therelated assets, however, we earn accrued interest at the prime rate for the time that these reimbursements are outstanding. For the years ended December 31, 2015 and December 31, 2014 we received reimbursements of $0 and $7,428, respectively. As of December 31, 2015 and December 31, 2014, the servicing advances receivable was $1,382 and $1,485, respectively.

We review the servicing advances receivable on a quarterly basis and determine collectability by reviewing the expected resolution and timing of the underlying assetsof the CDOs. As of December 31, 2015, we have reviewed the outstanding servicing advances and have determined that all amounts are collectible.

67

Retained CDO Bonds

The Retained CDO Bonds are non-investment grade subordinate bonds, preferred shares and ordinary shares of three CDO’s, which we recognized at fair value and retained in March 2013 subsequent to the disposal of Gramercy Finance. Our management estimated the timing and amount of cash flows expected to be collected andrecognized an investment in the Retained CDO Bonds equal to the net present value of these discounted cash flows. There is no guarantee that we will realize anyproceeds from this investment, or what the timing will be for the expected remaining life of the Retained CDO Bonds. We consider these investments to be not of highcredit quality and do not expect a full recovery of interest and principal. Therefore, we have suspended interest income accruals on these investments. On a quarterlybasis, we evaluate the Retained CDO Bonds to determine whether significant changes in estimated cash flows or unrealized losses on these investments, if any, reflect adecline in value which is other-than-temporary. If there is a decrease in estimated cash flows and the investment is in an unrealized loss position, we will record an other-than-temporary impairment in the Consolidated Statements of Operations. To determine the component of the other-than-temporary impairment related to expected credit losses, we compare the amortized cost basis of the Retained CDO Bonds to the present value of our revised expected cash flows, discounted using our pre-impairment yield. Conversely, if the security is in an unrealized gain position and there is a decrease or significant increase in expected cash flows, we will prospectively adjust theyield using the effective yield method.

As of December 31, 2015, the Retained CDO Bonds had an amortized cost of $6,461 and a fair value of $7,471. For the years ended December 31, 2015 and December 31, 2014, we recognized other-than-temporary impairment, or OTTI, of $0 and $4,816, respectively, on the Retained CDO Bonds.

68

Income Taxes

We elected to be taxed as a REIT, under Sections 856 through 860 of the Internal Revenue Code, beginning with our taxable year ended December 31, 2004. Toqualify as a REIT, we must meet certain organizational and operational requirements, including a requirement to distribute at least 90% of our ordinary taxable income, ifany, to shareholders. As a REIT, we generally will not be subject to U.S. federal income tax on taxable income that we distribute to our shareholders. If we fail to qualifyas a REIT in any taxable year, we will then be subject to U.S. federal income taxes on our taxable income at regular corporate rates and we will not be permitted to qualifyfor treatment as a REIT for U.S. federal income tax purposes for four years following the year during which qualification is lost unless the Internal Revenue Service grantsus relief under certain statutory provisions. Such an event could materially adversely affect our net income and net cash available for distributions to shareholders.However, we believe that we will be organized and operate in such a manner as to qualify for treatment as a REIT and we intend to operate in the foreseeable future insuch a manner so that we will qualify as a REIT for U.S. federal income tax purposes. We may, however, be subject to certain state and local taxes. Our TRSs are subjectto federal, state and local taxes.

For the years ended December 31, 2015, 2014 and 2013, we recorded $2,153, $809, and $8,908 of income tax expense, including $0, $0, and $2,515, within discontinued operations, respectively. Tax expense for each year is comprised of federal, state, local and foreign taxes. Income taxes, primarily related to our TRSs, areaccounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differencesbetween the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and operating loss carryforwards. Deferred tax assets andliabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. A valuation allowance isprovided if we believe it is more likely than not that all or a portion of a deferred tax asset will not be realized. Any increase or decrease in a valuation allowance isincluded in the tax provision when such a change occurs.

Our policy for interest and penalties, if any, on material uncertain tax positions recognized in the financial statements is to classify these as interest expense andoperating expense, respectively. As of December 31, 2015, 2014 and 2013, we did not incur any material interest or penalties.

69

Results of Operations

Comparison of the year ended December 31, 2015 to the year ended December 31, 2014

Revenues

The increase of $109,728 in rental revenue is due to the acquisition of 158 properties in the year ended December 31, 2015 compared to the acquisition of 100properties in the year ended December 31, 2014.

The decrease of $2,762 in third-party management fees is primarily attributable to the decrease in property management fees of $2,837 earned from our contracts withKBS and other third-parties due to the sales of 19 and 13 properties, respectively, from the portfolios during the year ended December 31, 2015, and the decrease of$1,402 from third-party property management fees earned from our 50% interest in the Bank of America Portfolio joint venture in 2014 that we fully acquired on June 9,2014 through the acquisition of the remaining 50% equity interest. This decrease is partially offset by the increase of $1,876 earned in incentive fees during the year endedDecember 31, 2015 compared to the year ended December 31, 2014.

The increase of $21,210 in operating expense reimbursements is attributable to 158 acquisitions made during the year ended December 31, 2015 compared to 100acquisitions made during the year ended December 31, 2014.

The decrease of $61 in investment income is primarily attributable to changes in expected cash flows on our Retained CDO Bonds.

For the year ended December 31, 2015, other income is primarily comprised of the recovery of servicing advances of $1,071, realized foreign currency exchange gain(loss), and miscellaneous property related income. For the year ended December 31, 2014, other income is primarily comprised of $155 in interest earned on outstandingservicing advances and cash balances held by us.

The equity in net income (loss) of unconsolidated equity investments of $(1,107) and $1,959 for the year ended December 31, 2015 and 2014, respectively, represents our proportionate share of the income (loss) generated by our joint ventures and equity investments, including our 50% interest in the Bank of America Portfolio jointventure, which we fully acquired on June 9, 2014 through acquisition of the remaining 50% equity interest.

70

2015 2014 Change

Rental revenue $ 169,986 $ 60,258 $ 109,728

Third-party management fees 22,271 25,033 (2,762)

Operating expense reimbursements 41,814 20,604 21,210

Investment income 1,763 1,824 (61)

Other income 1,438 221 1,217

Total revenue $ 237,272 $ 107,940 $ 129,332

Equity in net income (loss) of unconsolidated equity investments $ (1,107) $ 1,959 $ (3,066)

Expenses

Property operating expenses are comprised of expenses directly attributable to our real estate portfolio. Property operating expenses include property related costswhich we are responsible for during the lease term but can be passed through to the tenant as operating expense reimbursement revenue. The increase of $20,956 is attributable to the acquisition of 158 properties in the year ended December 31, 2015.

Property management expenses are comprised of costs related to our asset and property management business. The increase of $1,946 in property management expenses is primarily related to increased costs from the Gramercy Europe Asset Management business which was acquired in the fourth quarter of 2014.

The increase of $61,246 in depreciation and amortization expense is primarily due to the acquisition of 158 properties in the year ended December 31, 2015.

The increase of $1,378 in general and administrative expense is primarily related to increased professional fees and increased compensation costs.

The increase of $55,169 in acquisition and merger-related expenses is attributable to the acquisition of 158 properties in the year ended December 31, 2015 compared to the acquisition of 100 properties in the year ended December 31, 2014 as well as $54,945 of merger-related expenses incurred during the year ended December 31, 2015 in connection with the Merger with Chambers. Merger-related expenses consisted of $29,244 of transaction costs for legal and advisory services, $17,550 of employee costs for termination, severance, and transition expenses, $5,567 of administrative and compliance costs for accounting and regulatory expenses, and $2,584 of integration costs for technology and other transitional matters.

The increase of $18,077 in interest expense is primarily due to borrowings on our unsecured revolving credit facilities and term loans, our Secured Credit Facilitywhich was terminated in June 2014, our Exchangeable Senior Notes and the mortgages we assumed on our real estate acquisitions subsequent to December 31, 2013.

During the year ended December 31, 2014, we recorded net impairment recognized in earnings of $4,816 on our Retained CDO Bonds due to adverse changes in expected cash flows related to the Retained CDO bonds.

During the year ended December 31, 2014, we recorded a realized loss on derivative instruments of $3,300. The loss in 2014 was primarily related to the change in the fair value of the exchange option on the Exchangeable Senior Notes from the issuance date through June 26, 2014, when they qualified for equity classification and wereaccordingly reclassified into equity at fair value. The loss on the exchange option was $3,415 and was slightly offset by a $115 gain on the expiration of the CVRAgreements.

71

2015 2014 Change

Property operating expenses $ 42,076 $ 21,120 $ 20,956

Property management expenses 19,446 17,500 1,946

Depreciation and amortization 97,654 36,408 61,246

General and administrative expenses 19,794 18,416 1,378

Acquisition and merger-related expenses 61,340 6,171 55,169

Interest expense 34,663 16,586 18,077

Net impairment recognized in earnings — 4,816 (4,816)

Loss on derivative instruments — 3,300 (3,300)

Net gains on disposals (839) — (839)

Gain on remeasurement of previously held joint venture — (72,345) 72,345

Loss on extinguishment of debt 9,472 1,925 7,547

Provision for taxes 2,153 809 1,344

Total expenses $ 285,759 $ 54,706 $ 231,053

During the year ended December 31, 2014, we recorded gain on remeasurement of previously held joint venture of $72,345 due to remeasurement of our previously held Bank of America Portfolio joint venture prior to our acquisition of the remaining 50% equity interest in the joint venture in June 2014.

During the years ended December 31, 2015 and 2014, we recorded loss on extinguishment of debt of $9,472 and $1,925 related to termination of our 2014 Revolving Credit Facility and 2014 Term Loan in 2015 and termination of our Secured Credit Facility in 2014.

The provision for taxes was $2,153 and $809 for the years ended December 31, 2015 and 2014, respectively. The increase is primarily attributable to an increase inincentive fees recognized.

72

Comparison of the year ended December 31, 2014 to the year ended December 31, 2013

Revenues

The increase of $48,077 in rental revenue is due to the acquisition of 100 properties in the year ended December 31, 2014 compared to the acquisition of 29 properties in the year ended December 31, 2013.

The decrease of $15,863 in third-party management fees is primarily attributable to the decrease of $9,087 in incentive fees recognized for the year endedDecember 31, 2014 compared to the year ended December 31, 2013. The decrease is also attributable to the decrease in the management fees of $5,283 earned from ourcontract with the Bank of America Portfolio joint venture for the year ended December 31, 2014 compared to the year ended December 31, 2013 as the fees were eliminated upon our acquisition of the remaining 50% equity interest in the joint venture on June 9, 2014.

The increase of $19,401 in operating expense reimbursements is attributable to 100 acquisitions made during the year ended December 31, 2014 compared to 29 acquisitions made during the year ended December 31, 2013.

The increase of $107 in investment income is primarily attributable to changes in expected cash flows on our Retained CDO Bonds, which increased the amount ofinvestment income that was accreted.

For the year ended December 31, 2014, other income is primarily comprised of $155 in interest earned on outstanding servicing advances and cash balances held byus. For the year ended December 31, 2013, other income is primarily comprised of $611 gain on the liquidation of a joint venture plus interest earned on outstanding cashbalances.

The equity in net income (loss) of unconsolidated equity investments of $1,959 and $(5,662) for the year ended December 31, 2014 and 2013, respectively, represents our proportionate share of the income (loss) generated by our joint ventures and equity investments, including our 50% interest in the Bank of America Portfolio jointventure, which we fully acquired on June 9, 2014 through acquisition of the remaining 50% equity interest. The Bank of America Portfolio joint venture net loss for theyear ended December 31, 2013 includes our pro-rata share of impairments of $4,866 and gains on sales of $399 related to held for sale and sold properties and $4,534 lossfrom the sale of a pool of pledged treasury securities and the related defeased mortgage acquired as part of the joint venture’s acquisition.

73

2014 2013 Change

Rental revenue $ 60,258 $ 12,181 $ 48,077

Third-party management fees 25,033 40,896 (15,863)

Operating expense reimbursements 20,604 1,203 19,401

Investment income 1,824 1,717 107

Other income 221 707 (486)

Total revenue $ 107,940 $ 56,704 $ 51,236

Equity in net income (loss) of unconsolidated equity investments $ 1,959 $ (5,662) $ 7,621

Expenses

Property operating expenses are comprised of expenses directly attributable to our real estate portfolio. Property operating expenses include property related costswhich we are responsible for during the lease term but can be passed through to the tenant as operating expense reimbursement revenue. The increase of $19,709 is primarily attributable to the acquisition of 100 properties in the year ended December 31, 2014.

Property management expenses are comprised of costs related to our asset and property management business. The decrease of 3,368 is primarily attributable to the decreased management fee from KBS after December 2013.

The increase of 30,733 in depreciation and amortization expense is primarily due to the acquisition of 100 properties in the year ended December 31, 2014.

The increase of $3,363 in acquisition and merger-related expenses is attributable to the acquisition of 100 properties in the year ended December 31, 2014 compared to the acquisition of 29 properties in the year ended December 31, 2013.

The increase of $14,854 in interest expense is primarily due to borrowings on our Term Loan and Unsecured Credit Facility, our Secured Credit Facility which wasterminated in June 2014, our Exchangeable Senior Notes and the mortgages we assumed on our real estate acquisitions subsequent to December 31, 2012.

During the years ended December 31, 2014 and 2013, we recorded net impairment recognized in earnings of $4,816 and $2,002, respectively, on our Retained CDO Bonds due to adverse changes in expected cash flows related to the Retained CDO bonds.

During the year ended December 31, 2014, we recorded a realized loss on derivative instruments of $3,300. The loss in 2014 was primarily related to the change in the fair value of the exchange option on the Exchangeable Senior Notes from the issuance date through June 26, 2014, when they qualified for equity classification and wereaccordingly reclassified into equity at fair value. The loss on the exchange option was $3,415 and was slightly offset by a $115 gain on the expiration of the CVRAgreements. During the year ended December 31, 2013, we recorded a $115 loss on derivative instruments related to the CVR Agreements as of December 31, 2013.

During the year ended December 31, 2014, we recorded gain on remeasurement of previously held joint venture of $72,345 due to remeasurement of our previously held Bank of America Portfolio joint venture prior to our acquisition of the remaining 50% equity interest in the joint venture in June 2014.

During the year ended December 31, 2014, we recorded loss on extinguishment of debt of $1,925 related to termination of our Secured Credit Facility in 2014.

The provision for taxes was $809 and $6,393 for the years ended December 31, 2014 and 2013, respectively. The decrease is primarily attributable to a reduction ofincentive fees recognized.

74

2014 2013 Change

Property operating expenses $ 21,120 $ 1,411 $ 19,709

Property management expenses 17,500 20,868 (3,368)

Depreciation and amortization 36,408 5,675 30,733

General and administrative expenses 18,416 18,210 206

Acquisition and merger-related expenses 6,171 2,808 3,363

Interest expense 16,586 1,732 14,854

Net impairment recognized in earnings 4,816 2,002 2,814

Loss on derivative instruments 3,300 115 3,185

Gain on remeasurement of previously held joint venture (72,345) — (72,345)

Loss on extinguishment of debt 1,925 — 1,925

Provision for taxes 809 6,393 (5,584)

Total expenses $ 54,706 $ 59,214 $ (4,508)

Same-Store and Acquisition Portfolio Analysis

The tables and discussion below present the results related to our same-store and acquisition operations. The same-store results for the years ended December 31, 2015and 2014 pertain to the properties owned as of January 1, 2014 and still owned as of December 31, 2015. For the same-store results related to the years ended December 31, 2014 and 2013, we owned two properties as of January 1, 2013 that are still owned as of December 31, 2015, which generated revenues and net income of $2,662 and $775 for the year ended December 31, 2013, $3,256 and $765 for the year ended December 31, 2014, and $2,681 and $618 for the year ended December 31,2015, respectively. The acquisition results include results of property acquisitions from the dates of acquisition through the periods presented, for properties acquiredduring 2013, 2014, and 2015. The financial information presented is not an alternative to GAAP. The same-store and acquisition results of operations may be calculated differently by other REITs and should be read in conjunction with our condensed consolidated financial statements and the accompanying footnotes.

Results of the same-store and acquisition properties in our portfolio, for the years ended December 31, 2015 and 2014 are as follows:

75

Same Store(1) Acquisition(2)Developmentand Other(3)

AssetManagement

and Corporate Total

2015 2014$

Change 2015 2014$

Change 2015 2014 2015 2014 2015 2014$

Change

Revenues

Rental revenue 29,566 29,481 85 133,221 27,985 105,236 7,199 2,792 — — 169,986 60,258 109,728

Third-party management fees — — — — — — — — 22,271 25,033 22,271 25,033 (2,762)

Operating expense reimbursements 3,376 2,539 837 37,777 17,348 20,429 661 717 — — 41,814 20,604 21,210

Investment income — — — — — — — — 1,763 1,824 1,763 1,824 (61)

Other income 84 2 82 330 — 330 8 — 1,016 219 1,438 221 1,217

Total revenues 33,026 32,022 1,004 171,328 45,333 125,995 7,868 3,509 25,050 27,076 237,272 107,940 129,332

Operating Expenses

Property operating expenses 3,675 2,692 983 39,047 17,509 21,538 927 1,111 (1,573) (192) 42,076 21,120 20,956

Property management expenses — — — — — — — — 19,446 17,500 19,446 17,500 1,946

Depreciation and amortization 15,152 15,945 (793) 78,289 18,732 59,557 3,344 948 869 783 97,654 36,408 61,246

General and administrative expenses — 9 (9) — — — — — 19,794 18,407 19,794 18,416 1,378

Acquisition and merger-related expenses — 95 (95) 4,528 3,249 1,279 48 1 56,764 2,826 61,340 6,171 55,169

Total operating expenses 18,827 18,741 86 121,864 39,490 82,374 4,319 2,060 95,300 39,324 240,310 99,615 140,695

Operating Income 14,199 13,281 918 49,464 5,843 43,621 3,549 1,449 (70,250) (12,248) (3,038) 8,325 (11,363)

Other Income (Expense):

Interest expense 5,587 5,695 (108) 7,281 685 6,596 15 (1) (47,546) (22,965) (34,663) (16,586) (18,077)

Other-than-temporary impairment — — — — — — — — — (4,064) — (4,064) 4,064

Portion of impairment recognized in other comprehensive loss — — — — — — — — — (752) — (752) 752

Net impairment recognized in earnings — — — — — — — — — (4,816) — (4,816) 4,816

Loss on derivative instruments — — — — — — — — — (3,300) — (3,300) 3,300

Equity in net income of joint ventures and equity investments — — — — — — — — (1,107) 1,959 (1,107) 1,959 (3,066)

Gain on remeasurement of previously held joint venture — — — — — — — — — 72,345 — 72,345 (72,345)

Loss on extinguishment of debt — — — — — — — — (9,472) (1,925) (9,472) (1,925) (7,547)

Income (loss) from continuing operations before provision for taxes 19,786 18,976 810 56,745 6,528 50,217 3,564 1,448 (128,375) 29,050 (48,280) 56,002 (104,282)

Provision for taxes — — — — — — — — (2,153) (809) (2,153) (809) (1,344)

Income (loss) from continuing operations 19,786 18,976 810 56,745 6,528 50,217 3,564 1,448 (130,528) 28,241 (50,433) 55,193 (105,626)

Income (loss) from discontinued operations — — — 745 — 745 — — 130 (524) 875 (524) (291,144)

Income (loss) before net gains on disposals 19,786 18,976 810 57,490 6,528 50,962 3,564 1,448 (130,398) 27,717 (49,558) 54,669 (396,770)

Net gains on disposals — — — — — — 839 — — — 839 — 839

Net income (loss) 19,786 18,976 810 57,490 6,528 50,962 4,403 1,448 (130,398) 27,717 (48,719) 54,669 (395,931)

(1) Properties owned as of January 1, 2014 and still owned as of December 31, 2015.

(2) Represents results, from the dates of acquisition through the periods presented, of properties acquired during 2014 and 2015.

(3) Includes results of properties under development as of January 1, 2014 and results of properties sold during the periods presented.

The increase in net income of the same-store properties for the year ended December 31, 2015 compared to the year ended December 31, 2014 is primarily due to adecrease in depreciation and amortization expense recorded. Depreciation and amortization expense decreased for the year ended December 31, 2015 compared to theyear ended December 31, 2014 due to the impact of adjustments recorded for the finalization of purchase price allocation on the same-store properties. The increase in net income of the acquisition properties for the year ended December 31, 2015 compared to the year ended December 31, 2014 is due to our 158 property acquisitions in theyear ended December 31, 2015, including 104 properties acquired as part of the Merger, which are reflected in the 2015 results and not in the 2014 results.

76

Liquidity and Capital Resources

Liquidity is a measurement of our ability to meet cash requirements, including ongoing commitments to fund acquisitions of real estate assets, repay borrowings, paydividends and other general business needs. In addition to cash on hand, our primary sources of funds for short-term and long-term liquidity requirements, including working capital, distributions, debt service and additional investments, consist of: (i) cash flow from operations; (ii) borrowings under our unsecured revolving creditfacility and term loans; (iii) proceeds from our common equity, preferred equity and debt offerings; and, (iv) new financings. We believe these sources of financing willbe sufficient to meet our short-term and long-term liquidity requirements. Our ability to fund our short-term liquidity needs, including debt service and general operations(including employment related benefit expenses), through cash flow from operations can be evaluated through the Consolidated Statements of Cash Flows included in ourConsolidated Financial Statements.

Our ability to borrow under our Unsecured Credit Facility and Term Loan is subject to our ongoing compliance with a number of customary financial covenantsincluding our maximum secured and unsecured leverage ratios, minimum fixed charge coverage ratios, consolidated adjusted net worth values, unencumbered assetvalues, occupancy rates, and portfolio lease terms.

As of the date of this filing, we expect that our cash on hand and cash flow from operations will be sufficient to satisfy our anticipated short-term and long-term liquidity needs as well as our recourse liabilities, if any.

To maintain our qualification as a REIT under the Internal Revenue Code, we must distribute annually at least 90% of our taxable income. This distributionrequirement limits our ability to retain earnings and thereby replenish or increase capital for operations.

Cash Flows

Net cash provided by operating activities increased $905 to $33,692 for the year ended December 31, 2015 compared to $32,787 for the same period in 2014. Operating cash flow was generated primarily by net rental revenue from our real estate investments and management fees.

Net cash used for investing activities for the year ended December 31, 2015 was $854,665 compared to net cash used by investing activities of $471,174 during the same period in 2014. The increase in cash flow used by investing activities in 2015 is primarily attributable to the acquisition of 158 properties during the year ended December 31, 2015, net of any assumed mortgages, and capital expenditures related to the acquisitions. The increase was partially offset by cash assumed in connectionwith the Merger.

Net cash provided by financing activities for the year ended December 31, 2015 was $748,858 as compared to net cash provided by financing activities of $595,171during the same period in 2014. The increase is primarily attributable to the net proceeds from our 2015 unsecured credit facility and three term loans entered into inconnection with the closing of the Merger, our equity raises, and the net proceeds from our issuance of 4.97% senior unsecured notes, net of our payment of dividends and our repayment of outstanding balance on previous unsecured credit facilities and term loans subsequent to the Merger.

Capitalization

Our equity structure following the reverse merger reflects the equity structure of the Surviving Corporation. As a result, our common shares outstanding have beenadjusted retroactively for all prior periods presented computed on the basis of the number of shares outstanding multiplied by the Exchange Ratio of 3.1898 established in the Merger Agreement. As of December 31, 2015 and 2014 , our authorized capital shares consists of 1,000,000,000 shares of beneficial interest, $0.01 par value per share, of which the we are authorized to issue up to 990,000,000 common shares of beneficial interest, par value $0.01 per share of our common shares and 10,000,000preferred shares of beneficial interest, par value of $0.01, or preferred shares. There were 236,710,763 common shares issued at the closing of the Merger, representingthe number of Gramercy Property Trust Inc.’s outstanding shares multiplied by the Exchange Ratio of 3.1898, and there were 3,500,000 shares of 7.125% Series A Preferred Shares issued which were exchanged from Legacy Gramercy's outstanding 7.125% Series B Preferred Stock at Merger closing. As of December 31, 2015, 420,523,153 common shares and 3,500,000 preferred shares were issued and outstanding, respectively.

77

In March 2015, our board of directors authorized and we declared a dividend of $0.06270 per common share for the first quarter of 2015, which was paid on April 15,2015 to holders of record as of March 31, 2015. In June 2015, our board of directors authorized and we declared a dividend of $0.06897 per common share for the secondquarter of 2015, which was paid on July 15, 2015 to holders of record as of June 30, 2015. In September 2015, our board of directors authorized and we declared adividend of $0.06897 per common share for the third quarter of 2015, which was paid October 15, 2015 to holders of record as of September 30, 2015.

In connection with the closing of the Merger, in December 2015, we declared a pro-rata fourth quarter cash dividend of $0.05772 per common share for the period October 1, 2015 through December 16, 2015, the date prior to the close of the Merger, which was paid on December 22, 2015 to common stock and unitholders of recordas of the close of business on December 16, 2015. We also declared a dividend on the 7.125% Series B Cumulative Redeemable Preferred Stock for the quarter endingDecember 31, 2015 in the amount of $0.44531 per share, which was paid on December 31, 2015 to preferred shareholders of record as of the close of business onDecember 16, 2015. Additionally, we declared a pro-rata dividend for the period December 17, 2015 through December 31, 2015 in the amount of $0.0206 per common share, which was paid on January 15, 2016 to common stock and unitholders of record as of the close of business on December 31, 2015. For income tax purposes, dividends paid to Legacy Gramercy stockholders represent ordinary income.

In April 2015, we completed an underwritten public offering of 31,180,295 shares of our common stock, which includes the exercise in full by the underwriters of theiroption to purchase up to 4,066,995 additional shares of common stock. The shares of common stock were issued at a public offering price of $8.70 per share and the net proceeds from the offering were approximately $259,325, after expenses.

In February 2015, our board of directors approved a 1-for-4 reverse stock split of our common stock and outstanding OP Units. The reverse stock split was effectiveafter the close of trading on March 20, 2015, and our common stock began trading on a reverse split-adjusted basis on the New York Stock Exchange on March 23, 2015.No fractional shares were issued in connection with the reverse stock split. Instead, each stockholder holding fractional shares received, in lieu of such fractional shares,cash in an amount determined on the basis of the average closing price of our common stock on the New York Stock Exchange for the three consecutive trading daysending on March 20, 2015. The reverse stock split applied to all of our outstanding shares of common stock and therefore did not affect any stockholder’s relative ownership percentage.

At-The-Market Equity Offering Program

In September 2014, we, along with Legacy Gramercy's operating partnership, entered into an “at-the-market” equity offering program, or Previous ATM Program, to issue an aggregate of up to $100,000 of our common stock. During the year ended December 31, 2015, we sold 2,094,777 shares of our common stock through the Previous ATM Program for net proceeds of approximately $18,292 after related expenses. The net proceeds from these offerings were used to fund new investments andfor other operating purposes. The Previous ATM Program was terminated upon closing of the Merger on December 17, 2015.

Preferred Stock

Upon closing of the Merger on December 17, 2015, each of Legacy Gramercy's 3,500,000 shares of 7.125% Series B Preferred Stock was exchanged for one share of our 7.125% Series A Preferred Shares, which have the same preferences, rights and privileges as the Series B Preferred Stock. Holders of our Series A Preferred Sharesare entitled to receive annual dividends of $1.78125 per share on a quarterly basis and dividends are cumulative, subject to certain provisions. On or after August 15,2019, we can, at our option, redeem the Series A Preferred Shares at par for cash. At December 31, 2014, we had 3,500,000 Series A Preferred Shares outstanding with a mandatory liquidation preference of $25.00 per share.

In September 2014, we redeemed all of the outstanding shares of Legacy Gramercy's 8.125% Series A Preferred Stock at a redemption price of $25.32161 per share, equal to the sum of the $25.00 per share redemption price of the stock and a quarterly dividend of $0.32161 prorated to the redemption date of September 12, 2014. As aresult of the redemption, we recorded a $2,912 charge to the Consolidated Statements of Operations equal to the excess of the $25.00 per share liquidation preference over the carrying value as of the redemption date.

78

Market Capitalization

At December 31, 2015, our consolidated market capitalization was $5,858,683 based on a common share price of $7.72 per share and the closing price of our commonshares on the New York Stock Exchange on December 31, 2015. Market capitalization includes consolidated debt and common and preferred shares.

Equity Incentive Plans

Under the equity incentive plans, or Equity Incentive Plans, which are described below, we had stock options, restricted stock awards, restricted stock units, and LTIPsoutstanding as of the date the Merger was completed. Pursuant to the Merger Agreement, each outstanding Legacy Gramercy award was converted into 3.1898 shares of newly issued awards of the combined company and all of the legacy Chambers equity awards vested upon closing of the Merger. Additionally, restricted stock awards,restricted stock units, and LTIPs were adjusted to fair value as of the closing date of the Merger. The fair value of legacy Chambers' equity awards that vested into themerger was allocated between consideration and acquisition and merger related expense based upon the portion of the service period attributable to the term that hadpassed before the merger closing and the remaining original term.The Legacy Gramercy Equity Incentive Plans continued substantially under their original termsfollowing the Merger, with the exception of some changes in vesting for certain awards that resulted from the close of the Merger, which are described in further detailbelow.

Equity Plan Summaries

In August 2004, we instituted the 2004 Equity Incentive Plan, or the 2004 Equity Incentive Plan, which authorized (i) the grant of stock options that qualify asincentive stock options under Section 422 of the Internal Revenue Code, or ISOs, (ii) the grant of stock options that do not qualify, or NQSOs, (iii) grants of shares ofrestricted common stock, (iv) grants of phantom shares, (v) dividend equivalent rights, and (vi) other equity-based awards. The exercise price of stock options was to be determined by the compensation committee, but could not be less than 100% of the fair market value of the shares of common stock on the date of grant. The 2004 EquityIncentive Plan expired by its terms in July 2014, the ten-year anniversary of adoption of the Plan by our board of directors.

In June 2012, we adopted the 2012 Inducement Equity Incentive Plan, or the 2012 Inducement Plan, in connection with the hiring of Gordon F. DuGan, Benjamin P.Harris, and Nicholas L. Pell, who joined us on July 1, 2012 as Chief Executive Officer, President and Managing Director, respectively. Under the 2012 Inducement Plan,we may grant equity awards for up to 14,354,100 shares of common stock pursuant to the employment inducement award exemption provided by the New York StockExchange Listed Company Manual. The 2012 Inducement Plan authorizes the grant of (i) NQSOs, (ii) shares of restricted stock, (iii) phantom shares, (iv) dividendequivalent rights and (v) other forms of equity-based awards, including LTIP units, as “employment inducement awards” within the meaning of Section 303A.08 of the New York Stock Exchange Listed Company Manual to newly hired eligible officers and employees. All of the shares available under the 2012 Inducement Plan wereissued or reserved for issuance to Messrs. DuGan, Harris and Pell in connection with the equity awards made upon the commencement of their employment with us.Equity awards issued under the 2012 Inducement Plan had a fair value of $6,125 on the date of grant which was calculated in accordance with ASC 718. The 2012Inducement Plan terminates on the ten year anniversary of its approval by our board of trustees, unless sooner terminated. As a result of the Merger, the change in controlprovision for the restricted stock units was triggered and vesting of the restricted stock units subsequent to the closing of the Merger is recorded on a straight-line basis as the performance hurdles, which determined vesting in the past, ceased to apply following the close of the Merger.

79

In July 2012, we adopted the 2012 Long-Term Outperformance Plan, or 2012 Outperformance Plan, which provides that if certain performance goals are achieved andother conditions are met, LTIP units would be issued to certain executives under the 2012 Inducement Equity Incentive Plan and to certain executives under the 2004Equity Incentive Plan. The LTIP units are structured to quality as “profits interests” for federal income tax purposes and do not have full parity, on a per unit basis, withthe Class A limited partnership interests in Legacy Gramercy's operating partnership with respect to liquidating distributions. Pursuant to the 2012 Outperformance Plan,these executives, in the aggregate, may earn up to $20,000 of LTIP units based on our common stock price appreciation over a four-year performance period ending June 30, 2016. The amount of LTIP units earned under the 2012 Outperformance Plan will range from $4,000 if our common stock price equals a minimum hurdle of $6.27 per share (less any dividends paid during the performance period) to $20,000 if our common stock price equals or exceeds $11.29 per share (less any dividends paid during the performance period) at the end of the performance period. In the event that the performance hurdles are not met on a vesting date, the award scheduled to vest on thatvesting date may vest on a subsequent vesting date if the common stock price hurdle is met as of such subsequent vesting date. Any LTIP units earned under the 2012Outperformance Plan will remain subject to vesting, with 50% of any LTIP units earned vesting on June 30, 2016 and the remaining 50% vesting on June 30, 2017 based, in each case, on continued employment through the vesting date. The LTIP units issued in July 2012 in connection with the hiring of new executives had a fair value of$2,715 on the date of grant, which was calculated in accordance with ASC 718.

In June 2015, we instituted the 2015 Equity Incentive Plan, which was approved by our board of directors and stockholders. Subject to the restrictions contained in theMerger Agreement, the 2015 Equity Incentive Plan allows for the following awards to be made: (i) ISOs, (ii) NQSOs, (iii) stock appreciation rights, or SARs, (iv) stockawards, (v) phantom shares and dividend equivalents, and (vi) other equity awards, including LTIP units. A total of 10,207,360 shares may be issued out of the 2015 Equity Incentive Plan, subject to adjustment in certain circumstances. The shares of common stock that are issued or transferred under the 2015 Equity Incentive Plan maybe authorized but unissued shares of our common stock or reacquired shares of our common stock, including shares of our common stock purchased by it on the openmarket for purposes of the 2015 Equity Incentive Plan. The 2015 Equity Incentive Plan became effective in June 2015.

The 2004 Equity Incentive Plan, 2012 Inducement Plan, 2012 Outperformance Plan, and 2015 Equity Incentive Plan continued to exist following the Merger, howeverthey became inactive and thus no new share awards will be issued out of any of those plans.

The Company has available the legacy Chambers equity incentive plan, or the 2013 Equity Incentive Plan, following the Merger. The 2013 Equity Incentive Planallows for the following awards to be made: (i) ISOs, (ii) NQSQs, (iii) SARs, (iv) share awards, (v) phantom shares, and (vi) dividend equivalents and other equityawards. At December 31, 2015, 3,284,308 shares of common stock were available for issuance under the 2013 Equity Incentive Plan.

Equity Plan Activities

In March 2013, we granted equity awards to four of our senior officers pursuant to the 2012 Outperformance Plan in the form of LTIP units having an aggregatemaximum value of $4,000, and a fair value of $845, which was calculated in accordance with ASC 718. We used a probabilistic valuation approach to estimate theinherent uncertainty that the LTIP units may have with respect to our common stock.

In March 2013, we granted four of our senior officers, pursuant to the 2004 Equity Incentive Plan, a total of 91,707 time-based restricted stock awards and 275,120performance-based restricted stock units. The time-based awards vest in five equal annual installments commencing December 15, 2013, subject to continuedemployment. Vesting of the performance-based units requires, in addition to continued employment over a 5-year period, achievement of absolute increases in either our stock price or an adjusted funds from operations (as defined by our compensation committee).

In May 2014, we granted 151,896 shares of restricted stock to our Chief Executive Officer, Gordon F. DuGan, to recognize his strong performance leading us in 2013,during which we achieved a number of important repositioning milestones. The restricted stocks awards vest on the fifth anniversary of the date of grant, subject to Mr.DuGan’s continued employment. The shares of restricted stock are also subject to accelerated vesting in certain circumstances pursuant to Mr. DuGan's employmentagreement.

In connection with the adoption of the 2015 Equity Incentive Plan, four Gramercy executives and three Gramercy non-executives were issued a total of 308,444restricted shares in June 2015, 50% of which will vest on each of the fourth and fifth anniversaries of the grant date, subject to continued employment.

80

Effective at the closing of the Merger, the change in control accelerated vesting provisions of the 2012 Outperformance Plan were waived by all plan participants, andas a result the LTIP units will continue on, subject to the original service and performance conditions.

Employee Stock Purchase Plan

In November 2007, our board of directors adopted, and the stockholders subsequently approved in June 2008, the 2008 Employee Stock Purchase Plan, or ESPP, toprovide equity-based incentives to eligible employees. The ESPP was intended to qualify as an “employee stock purchase plan” under Section 423 of the Internal Revenue Code of 1986, as amended, and was adopted by the board to enable our eligible employees to purchase its shares of common stock through payroll deductions. The ESPPbecame effective on January 1, 2008 with a maximum of 199,363 shares of the common stock available for issuance, subject to adjustment upon a merger, reorganization,stock split or other similar corporate change. We filed a registration statement on Form S-8 with the Securities and Exchange Commission with respect to the ESPP. Thecommon stock was offered for purchase through a series of successive offering periods. Each offering period was three months in duration and began on the first day ofeach calendar quarter, with the first offering period having commenced on January 1, 2008. The ESPP provided for eligible employees to purchase the common stock at apurchase price equal to 85% of the lesser of (1) the market value of the common stock on the first day of the offering period or (2) the market value of the common stockon the last day of the offering period. The ESPP was terminated upon closing of the Merger on December 17, 2015.

Deferred Stock Compensation Plan for Directors

Under the Legacy Gramercy's Directors' Deferral Program, which commenced April 2005 and was amended and restated in December 2014, independent directorscould elect to defer up to 100% of their annual retainer fee, chairman fees and meeting fees. Unless otherwise elected by a participant, fees deferred under the programwere be credited in the form of phantom shares. The phantom shares were convertible into an equal number of shares of common stock upon such directors’ termination of service from the board of directors or a change in control by us, as defined by the program. Phantom shares were credited to each independent director quarterly usingthe closing price of our common stock on the applicable dividend record date for the respective quarter. If dividends were declared by us, each participating independentdirector who elected to receive fees in the form of phantom shares had the option to have their account credited for an equivalent amount of phantom shares stock unitsbased on the dividend rate for each quarter or have dividends paid in cash.

In connection with the closing of the Merger, on December 17, 2015 each outstanding phantom share granted under Legacy Gramercy's Directors' Deferral Program,was vested and on the first business day of the month following the Merger closing, converted into the right to receive a number of our common shares, rounded to thenearest whole share, determined by multiplying the number of subject phantom shares by the Exchange Ratio of the Merger. As a result, the directors received anaggregate of $916 in cash and 410,713 in phantom shares in January 2016. The portion paid out in cash was classified as a liability on the Consolidated Balance Sheets.Legacy Gramercy's Directors' Deferral Program terminated upon consummation of the Merger.

Indebtedness

Secured Debt

Secured Revolving Credit Facility

On June 9, 2014, we terminated our Secured Credit Facility, which we had entered into in September 2013 and under which we had borrowing capacity of $150,000, and concurrently replaced it with an unsecured credit facility. We recorded a net loss on the early extinguishment of debt of $1,925 for the year ended December 31, 2014 in connection with the unamortized deferred financing costs that were immediately expensed upon termination.

Mortgage Loans

Certain of our real estate assets are subject to mortgage loans. During 2015, we assumed $618,169 of non-recourse mortgages in connection with 46 real estate acquisitions, including $464,292 in connection with 29 properties acquired in the Merger. During 2014, we assumed $45,607 of non-recourse mortgages in connection with four real estate acquisitions.

81

The following table details our encumbered and unencumbered properties as of December 31, 2015, including our pro-rata share of mortgage loans in unconsolidated entities:

82

PropertiesDebt

Balance

WeightedAverageInterestRate(1)

WeightedAverage

RemainingTerm

(years)

Consolidated Properties:

Encumbered Properties (3) 57 $ 770,293 5.35% 3.7

Unencumbered Properties 225 — — —

Net Premiums 23,333

Total Properties 282 793,626 5.35% 3.7

Unconsolidated Properties(2)

Encumbered Properties 25 180,622 3.37% 5.3

Unencumbered Properties 16 — — —

Net Premiums 1,213

Total Properties 41 181,835 3.37% 5.3

Total(2)

Encumbered Properties 82 950,915 4.97% 4.0

Unencumbered Properties 241 — — —

Net Premiums 24,546

Total Properties 323 $ 975,461 4.97% 4.0

(1) Represents the rate at which interest expense is recorded for financial reporting purposes, which reflects the effect of the interest rate swaps, excluding debt issuancecosts.

(2) Represents the number of properties at 100%, however the debt balance for unconsolidated properties is at our pro rata share of effective ownership. (3) Includes mortgage notes held for sale as of December 31, 2015 of $260,704.

Unsecured Debt

2015 Credit Facility and Term Loans

At the close of the Merger on December 17, 2015, both Legacy Gramercy and Chambers terminated the Legacy Gramercy unsecured credit facilities and entered intoan agreement, or the Credit Agreement, for a new $850,000 senior unsecured revolving credit facility and $1,050,000 term loan facility with JPMorgan Chase Securities LLC and Merrill Lynch, Pierce, Fenner and Smith Incorporated. The $850,000 senior unsecured revolving credit facility, or the 2015 Revolving Credit Facility, consistsof a $750,000 U.S. dollar revolving credit facility and a $100,000 multicurrency revolving credit facility. Letters of credit issued under the Revolving Credit Facilities arelimited to $85,000 in the aggregate. The term loan facility, or the 2015 Term Loan, consists of a $300,000 term loan facility that matures in January 2019 with one 12-month extension, or the 3-Year Term Loan, and a $750,000 term loan facility that matures in January 2021, or the 5-Year Term Loan. The 2015 Revolving Credit Facility matures in January 2020, but may be extended for two additional six month periods upon the payment of applicable fees and satisfaction of certain customary conditions.Net proceeds from the 2015 Revolving Credit Facility were used to repay Legacy Gramercy's 2014 Revolving Credit Facility and 2014 Term Loan, as well as for generalcorporate purposes. Outstanding borrowings under the 2015 Revolving Credit Facility incur interest a floating rate based upon, at our option, either (i) adjusted LIBORplus an applicable margin ranging from 0.875% to 1.55%, depending on our credit ratings, or (ii) the alternate base rate plus an applicable margin ranging from 0% to 0.55%, depending on our credit ratings. We are also required to pay quarterly in arrears a 0.125% to 0.30% facility fee, depending on our credit ratings, on the total commitments under the 2015 Revolving Credit Facility. Outstanding borrowings under the 3-Year Term Loan and 5-Year Term Loan incur interest at a floating rate based upon, at our option, either (i) adjusted LIBOR plus an applicable margin ranging from 0.9% to 1.75%, depending on our credit ratings, or (ii) the alternate base rate plusan applicable margin ranging from 0% to 0.75%, depending on our credit ratings. The alternate base rate is the greatest of (x) the prime rate announced by JPMorganChase Bank, N.A., (y) 0.50% above the Federal Funds Effective Rate and (z) the adjusted LIBOR for a one-month interest period plus 1.0%.

At the close of the Merger on December 17, 2015, we also entered into a new $175,000 seven-year unsecured term loan with Capital One, N.A., or the 7-Year Term Loan, which matures in January 2023. Outstanding borrowings under the 7-Year Term Loan incur interest at a floating rate based upon, at our option, either (i) adjustedLIBOR plus an applicable margin ranging from 1.3% to 2.1%, depending on the credit ratings of us and the Borrowers, or (iii) the alternate base rate plus an applicablemargin ranging from 0.3% to 1.1%, depending on the credit ratings of us and the Borrowers. The alternate base rate is the greatest of (x) the prime rate announced byCapital One, (y) 0.50% above the Federal Funds Effective Rate and (z) the adjusted LIBOR for a one-month interest period plus 1.0%.

We are a guarantor of the obligations under the 2015 Revolving Credit Facility, the 2015 Term Loan, and the 7-Year Term Loan. These unsecured borrowing facilities include a series of financial and other covenants that we have to comply with in order to borrow under the facilities. We were in compliance with the covenants under thefacilities during as of December 31, 2015. As of December 31, 2015, there were borrowings of $296,724 outstanding under the 2015 Revolving Credit Facility, including$21,724 (€20,000) on the multicurrency tranche, borrowings of $1,050,000 outstanding under the 2015 Term Loan, and borrowings of $175,000 outstanding under the 7-Year Term Loan.

Chambers Unsecured Credit Facility

In connection with the Merger, we assumed Chambers’ existing $850,000 unsecured revolving credit facility, which incurred interest at LIBOR plus 1.30% and had a maturity date of January 15, 2018, as well as Chambers’ four unsecured term loans which incurred interest at LIBOR plus 1.50% or LIBOR plus 1.75% and had maturity dates between March 2018 and January 2021. Chambers’ unsecured revolving credit facility had a balance of $290,000 and Chambers’ unsecured term loans had an aggregate balance of $570,000 as of December 17, 2015, the closing date of the Merger, and we paid off all of these balances on December 17, 2015 in connection withthe closing of the 2015 Credit Facility.

83

2014 Credit Facility

On June 9, 2014, we entered into a Revolving Credit and Term Loan Agreement with lead arrangers JP Morgan Chase Bank, N.A, administrative agent, and MerrillLynch, Pierce, Fenner and Smith Incorporated, as syndication agent, for a $400,000 unsecured credit facility, consisting of a $200,000 senior term loan, or the 2014 Term Loan, and a $200,000 senior revolving credit facility, or the 2014 Revolving Credit Facility. The aggregate amount of the facility could be increased to a total of up to$800,000, in the aggregate. In January 2015, we expanded the revolving borrowing capacity under the 2014 Revolving Credit Facility from $200,000 to $400,000 and the accordion feature by $200,000. In May 2015, we amended the revolving borrowing capacity to bifurcate its 2014 Revolving Credit Facility into a $350,000 tranche denominated in U.S. dollars and a $50,000 tranche that could be denominated in certain foreign currencies. In July 2015, we expanded our 2014 Term Loan from$200,000 to $300,000 and exercised a portion of the accordion feature in its 2014 Revolving Credit Facility to increase the borrowing capacity under the U.S denominatedtranche of the 2014 Revolving Credit Facility from $350,000 to $450,000. In the third quarter of 2015, we designated the euro loan as a net investment hedge to mitigatethe risk from fluctuations in foreign currency exchange rates. Refer to Note 12, “Derivative and Hedging Instruments,” for further information on the net investment hedge.

Interest on outstanding balances on the 2014 Term Loan and advances made on the 2014 Revolving Credit Facility, were incurred at a floating rate based upon either(i) LIBOR plus an applicable margin ranging from 1.35% to 2.05%, depending on our total leverage ratio, or (ii) the applicable base rate plus an applicable marginranging from 0.35% to 1.05%, depending on our total leverage ratio. The applicable base rate was the greater of (x) the prime rate, (y) 0.50% above the Federal Funds Effective Rate, and (z) 30-day LIBOR plus 1.00%. The $200,000 2014 Term Loan had an expiration in June 2019 and was used to repay the existing $200,000 mortgage loan secured by the Bank of America Portfolio at the time of our acquisition of the remaining 50% equity interest in the Bank of America Portfolio joint venture. The$200,000 2014 Revolving Credit Facility had an expiration in June 2018, with an option for a one-year extension, and replaced our previously existing $150,000 Secured Credit Facility, which was terminated simultaneously. On December 17, 2015, we paid off the 2014 Revolving Credit Facility and concurrently replaced the revolvingcredit facility and term loan under it with the Unsecured Credit Facility, as discussed above. We recorded a net loss on the early extinguishment of debt of $9,472 for the year ended December 31, 2015 in connection with the unamortized deferred financing costs that were immediately expensed upon termination.

The 2014 Term Loan and Unsecured Credit Facility were guaranteed by Gramercy Property Trust Inc. and certain subsidiaries. The facilities included a series offinancial and other covenants that we had to comply with in order to borrow under the facilities. We were in compliance with the covenants under the facilities during2015, through the date of payoff on December 17, 2015.

Senior Unsecured Notes

On December 17, 2015, we entered into a Note Purchase and Guarantee Agreement, or the Note Purchase Agreement, in connection with the private placement of our4.97% Guaranteed Unsecured Senior Notes due December 2024, or the Senior Unsecured Notes. Pursuant to the terms of the Note Purchase Agreement, we issued andsold $100,000 aggregate principal amount of the Senior Unsecured Notes on December 17, 2015 and agreed to issue and sell an additional $50,000 aggregate principal amount of the Senior Unsecured Notes on January 12, 2016. The Senior Unsecured Notes bear interest at a rate of 4.97% per annum, with interest payable in arrears on June 17 and December 17 of each year, commencing June 17, 2016, until the maturity date of December 17, 2024. Along with our operating partnerships, we are jointly and severally obligated under the Senior Unsecured Notes, which are unconditionally guaranteed by us.

84

Exchangeable Senior Notes

On March 18, 2014, we issued $115,000 of 3.75% Exchangeable Senior Notes. The Exchangeable Senior Notes are senior unsecured obligations of the OperatingPartnership and are guaranteed by us on a senior unsecured basis. The Exchangeable Senior Notes mature on March 15, 2019, unless redeemed, repurchased or exchanged in accordance with their terms prior to such date and will be exchangeable, under certain circumstances, for cash, for common shares or for a combination of cash andcommon shares, at the Operating Partnership's election. The Exchangeable Senior Notes will also be exchangeable prior to the close of business on the second scheduledtrading day immediately preceding the stated maturity date, at any time beginning on December 15, 2018, and also upon the occurrence of certain events. On or afterMarch 20, 2017, in certain circumstances, the Operating Partnership may redeem all or part of the Exchangeable Senior Notes for cash at a price equal to 100% of the principal amount of the Exchangeable Senior Notes to be redeemed, plus accrued and unpaid interest up to, but excluding, the redemption date. As a result of transactionswe entered into under the Merger Agreement, the Exchangeable Senior Notes became exchangeable at the option of the holder commencing August 13, 2015 and willremain exchangeable through 35 trading days following the consummation of the Merger, which occurred on December 17, 2015, in accordance with the terms of theindenture governing the Exchangeable Senior Notes. As of the period ended December 31, 2015, no holders elected to exercise the aforementioned exchange option.

As of December 31, 2015, the Exchangeable Senior Notes have a current exchange rate of 40.9434 units of Merger consideration, or Units of Merger Consideration,where one Unit of Merger Consideration represents 3.1898 of our common shares, or approximately 130.6013 of our common shares for each $1.0 principal amount of the Exchangeable Senior Notes. The fair value of the Exchangeable Senior Notes was determined at issuance to be $106,689. The discount is being amortized to interest expense over the expected life of the Exchangeable Senior Notes. As of December 31, 2015, the principal amount of the Exchangeable Senior Notes was $115,000, the unamortized discount was $5,606, and the carrying value was $109,394. As of December 31, 2015, and if Exchangeable Senior Notes were eligible for conversion, wecould issue shares valued at $115,948 based upon our closing share price of $7.72, which would exceed the value of the outstanding principal by $948.

Due to the New York Stock Exchange’s limitation on the issuance of more than 19.99% of a company’s common stock outstanding without shareholder approval forissuances above this threshold, the embedded exchange option in the Exchangeable Senior Notes did not qualify for equity classification at the time of issuance. Instead, itwas accounted for as a derivative liability upon issuance. As such, the value of the Exchangeable Senior Notes’ conversion options was recorded as a derivative liability on the balance sheet upon issuance of the Exchangeable Senior Notes. On June 26, 2014, we obtained the appropriate shareholder approval, and reclassified the embeddedexchange option at a fair value of $11,726 into additional paid-in-capital within stockholders’ equity, and recorded a loss on derivative of $3,415 on the Consolidated Statements of Operations.

85

The following table sets forth our unsecured sources of financing and other related disclosures as of December 31, 2015 and 2014:

Contractual Obligations

We are obligated to fund capital expenditures related to our real estate investments, which primarily consist of expenditures to maintain assets, tenant improvementallowances and other construction or expansion obligations under tenant leases, and leasing commissions. As of December 31, 2015, we had commitments relating to tenant improvement allowances and funding obligations under leases totaling approximately $19,000 that are expected to be funded over the next five years. Additionally, we are obligated to fund the development of Chisholm, a build-to-suit property in Round Rock, Texas, which is a consolidated VIE, and upon substantial completion ofthe development to acquire the property through a forward purchase contract. Our remaining future commitment for the property at December 31, 2015 is approximately $20,941.

We have committed approximately $54,310 (€50,000) to the Gramercy European Property Fund, which was formed in December 2014. The Gramercy EuropeanProperty Fund has a total initial capital commitment of approximately $305,475 (€252,500) from us and our investment partners, comprised of $54,310 (€50,000) from us, $244,985 (€202,500) from our investment partners, and an additional $108,620 (€100,000) from certain investment partners, not including us, after the first $305,475(€252,500) has been invested. See Note 6, “Unconsolidated Equity Investments,” in the Consolidated Financial Statements for further information on the GramercyEuropean Property Fund. Foreign currency commitments have been converted into U.S. dollars based on (i) the foreign exchange rate at the closing date for completedtransactions and (ii) the exchange rate that prevailed on December 31, 2015, in the case of unfunded commitments.

We have certain properties acquired that are subject to ground leases, which are accounted for as operating leases. The ground leases have varying ending dates,renewal options and rental rate escalations, with the latest leases extending to June 2053.

86

UnswappedInterest

Rate

EffectiveInterestRate(1)

MaturityDate

Outstanding Balance

December 31,

2015 2014

2015 Revolving Credit Facility - USD tranche 1.58% 1.58% 1/8/2020 $ 275,000 $ —

2015 Revolving Credit Facility - multicurrency tranche 1.20% 1.20% 1/8/2020 21,724

3-Year Term Loan 1.73% 1.73% 1/8/2019 300,000 —

5-Year Term Loan 1.73% 2.95% 1/8/2021 750,000 —

7-Year Term Loan 2.13% 3.57% 1/9/2023 175,000 —

2014 Term Loan(2) N/A N/A N/A — 200,000

Senior Unsecured Notes 4.97% 4.97% 12/17/2024 100,000 —

Exchangeable Senior Notes 3.75% 3.75% 3/15/2019 109,394 —

Total $ 1,731,118 $ 200,000

(1) Represents the rate at which interest expense is recorded for financial reporting purposes, which reflects the effect of the interest rate swaps, excluding debt issuancecosts.

(2) Represents our 2014 Term Loan, which was fully repaid on December 17, 2015.

Combined aggregate principal maturities and future minimum payments of our unsecured debt obligations, non-recourse mortgages, Senior Unsecured Notes, Exchangeable Senior Notes, and ground leases, in addition to associated interest payments, as of December 31, 2015 are as follows:

We incurred rent expense on ground leases of $1,582, $853 and $0 during the years ended December 31, 2015, 2014, and 2013, respectively.

We have several office locations, which are each subject to operating lease agreements. These office locations include our corporate office at 521 Fifth Avenue, 30thFloor, New York, New York, and our three regional offices located at 550 Blair Mill Road, Horsham, Pennsylvania, 130 South Bemiston Ave, Clayton, Missouri, and 15Bedford Street, London WC2E 9HE, United Kingdom. In connection with the Merger, we assumed operating leases on offices located at 47 Hulfish Street, Princeton,New Jersey and 515 S. Flower Street, Los Angeles, California. Related to our operating leases for office locations, we incurred rental expense of $775, $601, and $393 for the years ended December 31, 2015, 2014, and 2013.

The New York, New York lease has rents of approximately $368 per annum for year one rising to $466 per annum in year ten. The Horsham, Pennsylvania lease hasrents of approximately $151 per annum for year one rising to $221 per annum in year four, and expires in April 2018. The Clayton, Missouri has rents of $21 per annum for year one, rising to $22 per annum in year three, and expires in December 2016. The London office expires in January 2020 and has rents of approximately $156 per annum for year one, which are subject to annual review. The Princeton office lease expires in December 2018 and has rents of $494 in year one, rising to $509 in year two and $523 in year three. The Los Angeles office lease expires in February 2016 and has rent of $25 for the two months in 2016.

Leasing Agreements

Future minimum rental revenue under non-cancelable leases, excluding reimbursements for operating expenses, as of December 31, 2015 are as follows:

87

UnsecuredCreditFacility

and TermLoans

TermLoans

MortgageNotes

Payable

SeniorUnsecured

Notes

ExchangeableSenior Notes

GroundLeases

InterestPayments Total

2016 $ — $ — $ 162,537 $ — $ — $ 1,806 $ 83,843 $ 248,186

2017 — — 68,814 — — 1,805 78,686 149,305

2018 — — 108,152 — — 1,805 73,169 183,126

2019 — 300,000 125,911 — 115,000 1,727 59,929 602,567

2020 296,724 — 175,382 — — 1,732 46,463 520,301

Thereafter — 925,000 129,497 100,000 — 48,321 49,252 1,252,070

Below market interest — — — — — — 17,727 17,727

Total $ 296,724 $ 1,225,000 $ 770,293 $ 100,000 $ 115,000 $ 57,196 $ 409,069 $ 2,973,282

Operating Leases

2016 $ 364,966

2017 359,424

2018 341,987

2019 318,986

2020 285,776

Thereafter 1,506,652

Total minimum lease rental income $ 3,177,791

Future straight-line rent adjustments under non-cancelable leases as of December 31, 2015 are as follows:

Off-Balance-Sheet Arrangements

We have off-balance-sheet investments, including joint ventures and equity investments. These investments all have varying ownership structures. Substantially all ofour joint venture and equity investment arrangements are accounted for under the equity method of accounting as we have the ability to exercise significant influence, butnot control over the operating and financial decisions of these joint venture and equity investment arrangements. Our off-balance-sheet arrangements and financial results are discussed in detail in Note 6 in the accompanying financial statements.

Dividends

To maintain our qualification as a REIT, we must pay annual dividends to our shareholders of at least 90% of our REIT taxable income, determined before taking intoconsideration the dividends paid deduction and net capital gains. Before we pay any dividend, whether for U.S. federal income tax purposes or otherwise, which wouldonly be paid out of available cash, we must first meet both our operating requirements and scheduled debt service on our mortgages and loans payable.

Transactions with Trustee Related Entities and Related Parties

Our CEO, Gordon F. DuGan, is on the board of directors of the Gramercy European Property Fund and has committed approximately $1,358 (€1,250) in capital to the Gramercy European Property Fund. The two Managing Directors of Gramercy Europe Asset Management have collectively committed approximately $1,358 (€1,250) in capital to the Gramercy European Property Fund. Foreign currency commitments have been converted into U.S. dollars based on (i) the foreign exchange rate at theclosing date for completed transactions and (ii) the exchange rate that prevailed on December 31, 2015, in the case of unfunded commitments.

Three of the properties we acquired in January 2015 for an aggregate purchase price of approximately $19,750, which comprised an aggregate 450,000 square feet and are located in Milwaukee, Wisconsin, were acquired from affiliates of KTR Capital Partners, or KTR, a private industrial real estate investment company, for which oneof our trustees served as Chief Executive Officer and Chairman of the Board.

The Chief Executive Officer of SL Green Realty Corp. (NYSE: SLG), or SL Green, was one of our directors until September 30, 2014, when he resigned. We did nothave a disagreement with Mr. Holliday on any matter relating to our operations, policies or practices. In recognition of his service, our board of directors ratably vested3,589 of the 4,785 shares of our common stock granted to Mr. Holliday in January 2014.

In June 2013, we signed a lease agreement with 521 Fifth Fee Owner LLC, an affiliate of SL Green, for new corporate office space located at 521 Fifth Avenue, 30th

Floor, New York, New York. The lease commenced in September 2013, following the completion of certain improvements to the space. The lease is for approximately6,580 square feet and expires in 2023 with rents of approximately $368 per annum for year one rising to $466 per annum in year ten. We paid $375 under the lease for the year ended December 31, 2015.

88

Straight-line Rent Adjustments

2016 $ 26,061

2017 14,181

2018 10,857

2019 4,511

2020 (339)

Thereafter (73,159)

Total straight-line rent adjustments $ (17,888)

From May 2005 through September 2013, we were party to a lease agreement with SLG Graybar Sublease LLC, an affiliate of SL Green, for our previous corporateoffices at 420 Lexington Avenue, New York, New York. In September 2013, concurrently with the commencement of the lease for the new corporate offices at 521 FifthAvenue, we canceled the lease for our corporate office at 420 Lexington Avenue. The Company paid $287 under the lease for the year ended December 31, 2013.

Non-GAAP Financial Measures

We use the following non-GAAP financial measures that we believe are useful to investors as a key supplemental measure of our operating performance: funds fromoperations attributable to common shareholders and unitholders, or FFO, core funds from operations attributable to common shareholders and unitholders, or Core FFO,and adjusted funds from operations attributable to common shareholders and unitholders, or AFFO. We present FFO because we consider it an important supplementalmeasure of our operating performance and believe that it is frequently used by securities analysts, investors and other interested parties in the evaluation of REITs. Wealso use FFO as one of several criteria to determine performance-based incentive compensation for members of our senior management, which may be payable in cash orequity awards. The revised White Paper on FFO approved by the Board of Governors of the National Association of Real Estate Investment Trusts, or NAREIT, definesFFO as net income (loss) (determined in accordance with GAAP), excluding impairment write-downs of investments in depreciable real estate and investments in in-substance real estate investments, gains or losses from debt restructurings and sales of depreciable operating properties, plus real estate-related depreciation and amortization (excluding amortization of deferred financing costs), less distributions to noncontrolling interests and gains/losses from discontinued operations and afteradjustments for unconsolidated partnerships and joint ventures.

Core FFO and AFFO are presented excluding property acquisition costs, other-than-temporary impairments on retained bonds and other one-time charges. Our AFFO also excludes non-cash share-based compensation expense, amortization of above and below market leases, amortization of deferred financing costs, amortization of leaseinducement costs, non-real estate depreciation and amortization, amortization of free rent received at property acquisition and straight-line rent. We believe that Core FFO and AFFO are useful supplemental measures regarding our operating performances as they provide a more meaningful and consistent comparison of our operatingperformance.

FFO, Core FFO and AFFO do not represent cash generated from operating activities in accordance with GAAP and should not be considered as an alternative to netincome (determined in accordance with GAAP), as an indication of our financial performance, or to cash flow from operating activities as a measure of our liquidity, noris it entirely indicative of funds available to fund our cash needs, including our ability to make cash distributions. Our calculation of FFO may be different from thecalculation used by other companies and, therefore, comparability may be limited.

FFO, Core FFO and AFFO for the years ended December 31, 2015, 2014 and 2013 are as follows:

89

For the Year Ended December 31,

2015 2014 2013

Net income (loss) attributable to common shareholders and unitholders $ (54,162) $ 44,644 $ 377,665

Add:

Depreciation and amortization 97,654 36,408 6,449

FFO adjustments for unconsolidated equity investments 2,019 4,086 11,111

Net income (loss) attributed to noncontrolling interest (791) (236) —

Net (income) loss from discontinued operations (875) 524 (392,999)

Less:

Non real estate depreciation and amortization (870) (784) (952)

Gain on remeasurement of previously held joint venture — (72,345) —

Net gain from disposals (839) — (7)

Funds from operations attributable to common shareholders and unitholders $ 42,136 $ 12,297 $ 1,267

Add:

90

For the Year Ended December 31,

2015 2014 2013

Acquisition costs 6,395 6,171 2,808

Acquisition costs for unconsolidated equity investments 1,557 — 2,002

Other-than-temporary impairments on retained bonds — 4,816 —

Merger related costs 54,945 — —

Loss on extinguishment of debt 9,472 1,925 —

Loss on derivative instruments — 3,300 —

Preferred share redemption costs — 2,912 —

Change in preferred share dividends — 564 —

European Fund setup costs 221 — —

Net income from discontinued operations related to properties 1,106 — —

Less:

Recovery of servicing advances (1,071) — —

Core funds from operations attributable to common shareholders and unitholders $ 114,761 $ 31,985 $ 6,077

Add:

Non-cash share-based compensation expense 3,829 2,901 2,147

Amortization of market lease assets 3,777 1,310 266

Amortization of deferred financing costs and non-cash interest 2,331 2,561 167

Amortization of lease inducement costs 269 175 —

Return on construction advances — 358 153

Non-real estate depreciation and amortization 870 784 952

Amortization of free rent received at property acquisition 3,415 544 —

Less:

AFFO adjustments for unconsolidated equity investments 259 (793) 3,973

Straight-lined rent (12,206) (3,995) (1,015)

Incentive fees under prior asset management contract, net of taxes — — (5,675)

Change in preferred share dividends — (564) —

Amortization of market lease liabilities (16,026) (3,661) (296)

Adjusted funds from operations attributable to common shareholders and unitholders $ 101,279 $ 31,605 $ 6,749

Funds from operations per share – basic $ 0.23 $ 0.15 $ 0.03

Funds from operations per share – diluted $ 0.22 $ 0.14 $ 0.02

Core funds from operations per share – basic $ 0.62 $ 0.38 $ 0.12

Core funds from operations per share – diluted $ 0.61 $ 0.37 $ 0.12

Adjusted funds from operations per share – basic $ 0.55 $ 0.37 $ 0.14

Adjusted funds from operations per share – diluted $ 0.54 $ 0.37 $ 0.13

Recently Issued Accounting Pronouncements

Please refer to Note 2 in the accompanying footnotes to our financial statements.

Market Risk

Market risk includes risks that arise from changes in interest rates, credit, commodity prices, equity prices and other market changes that affect market sensitiveinstruments. In pursuing our business plan, we expect that the primary market risks to which we will be exposed are real estate, interest rate and credit risks. These risksare highly sensitive to many factors, including governmental monetary and tax policies, domestic and international economic and political considerations and other factorsthat are beyond our control.

Real Estate Risk

Commercial property values and net operating income derived from such properties are subject to volatility and may be affected adversely by a number of factors,including, but not limited to, national, regional and local economic conditions, local real estate conditions (such as an oversupply of retail, industrial, office or othercommercial or multi-family space), changes or continued weakness in specific industry segments, construction quality, age and design, demographic factors, retroactivechanges to building or similar codes, and increases in operating expenses (such as energy costs). We may seek to mitigate these risks by employing careful businessselection, rigorous underwriting and credit approval processes and attentive asset management.

91

For the Year Ended December 31,

2015 2014 2013

Basic weighted average common shares outstanding – EPS 182,096,149 83,582,183 49,043,852

Phantom shares 410,713 — —

Weighted average non-vested share based payment awards 1,336,830 — 541,296

Weighted average partnership units held by noncontrolling interest 1,555,007 824,464 —

Weighted average common shares and units outstanding 185,398,699 84,406,647 49,585,148

Diluted weighted average common shares and common share equivalents outstanding – EPS(1) 182,096,149 85,925,509 49,043,852

Weighted average partnership units held by noncontrolling interest 1,555,007 — —

Weighted average non-vested share based payment awards 2,722,535 — 1,764,526

Weighted average stock options 52,976 — 163,994

Phantom shares 410,713 — 1,703,476

Dilutive effect of Exchangeable Senior Notes 472,154 — —

Diluted weighted average common shares and units outstanding 187,309,534 85,925,509 52,675,848

(1) For the year ended December 31, 2014, the diluted weighted average share calculations, which are the denominator in diluted earnings per share, include the weightedaverage partnership units, non-vested share based payment awards, stock options and phantom shares. These amounts were excluded from the diluted earnings pershare calculation for the years ended December 31, 2015 and December 31, 2013 because they would have been anti-dilutive during this period.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

Interest Rate Risk

Interest rate risk is highly sensitive to many factors, including governmental monetary and tax policies, domestic and international economic and politicalconsiderations and other factors beyond our control. Our operating results will depend in large part on differences between the income from our assets and our borrowingcosts. Our real estate assets generate income principally from fixed long-term leases and we are exposed to changes in interest rates primarily from floating rate borrowingarrangements. We expect that we will primarily finance our investment in commercial real estate with fixed rate, non-recourse mortgage financing, however, to the extent that we use floating rate borrowing arrangements, our net income from our real estate investments will generally decrease if LIBOR increases. We have used, and maycontinue to use, interest rate caps or swaps to manage our exposure to interest rate changes. We currently have a 2015 Revolving Credit Facility, several term loans andseveral mortgage notes payable which are based upon a floating rate which have an aggregate outstanding balance of $1.6 billion at December 31, 2015, of which $977.6 million is hedged effectively by interest rate swaps which we believe will mitigate the interest rate risk related to these borrowings.

The following chart shows our floating rate debt instruments, including debt that is hedged by interest rate swaps, and the related interest rates, maturity dates andbalances as of December 31, 2015 (amounts in thousands):

The following chart shows a hypothetical 100 basis point increase in interest rates along the entire interest rate curve for the interest rate risk related to the 2015Revolving Credit Facility and $300.0 million of the balance on the term loans (amounts in thousands):

92

Floating Rate Debt Instrument

UnswappedInterest Rate

Effective Interest Rate(1)

MaturityDate

Balance atDecember 31, 2015

2015 Revolving Credit Facility 1.58% 1.58% 1/8/2020 $ 275,000

2015 Revolving Credit Facility - Multicurrency tranche 1.20% 1.20% 1/8/2020 21,724

3-Year Term Loan (2) 1.73% 1.73% 1/8/2019 300,000

5-Year Term Loan 1.73% 2.95% 1/8/2021 $ 750,000

7-Year Term Loan 2.13% 3.57% 1/9/2023 175,000

Mortgage note payable - Waco 2.26% 4.55% 12/19/2020 10,391

Mortgage note payable - Point West I 2.25% 3.41% 12/6/2016 15,485

Mortgage note payable - Atrium I 2.25% 3.78% 5/31/2018 20,644

Mortgage note payable - Easton III 2.25% 3.95% 1/31/2019 6,094

Total Floating Rate Debt Instruments $ 1,574,338

(1) Represents the rate at which interest expense is recorded for financial reporting purposes, which reflects the amortization of any discounts/premiums, excluding debtissuance costs.

(2) These floating rate debt instruments are not hedged by interest rate swaps.

Change in LIBOR Projected Decrease in Net Income

Base case

+100 bps $ (1,508)

+200 bps $ (3,017)

+300 bps $ (4,525)

Credit Risk

Credit risk refers to the ability of each tenant in our portfolio of real estate investments to make contractual lease payments on the scheduled due dates. We seek toreduce credit risk of our real estate investments by entering into long-term leases with tenants after a careful evaluation of credit worthiness as part of our propertyacquisition process. If defaults occur, we employ our asset management resources to mitigate the severity of any losses and seek to relet the property. In the event of asignificant rising interest rate environment and/or economic downturn, tenant delinquencies and defaults may increase and result in credit losses that would materially andadversely affect our business, financial condition and results of operations.

Foreign Currency Exchange Rate Risk

We operate an asset management business and have capital commitments to an equity investment in the European Union. As a result, we are subject to risk from theeffects of exchange rate risk from the effects of exchange rate movements in the euro and the British pound sterling, which may affect future costs and cash flows. Weintend to hedge our foreign currency exposure related to our investments in Europe primarily by financing our investments in the local currency denominations. We aregenerally a net payer of various foreign currencies (we pay out more cash than we receive), and therefore our foreign operations benefit from a weaker U.S. dollar, and areadversely affected by a stronger U.S. dollar, relative to the foreign currency. As of December 31, 2015, we had outstanding borrowings of $21,724 (€20,000) under the foreign currency denominated tranche of our Unsecured Revolving Credit Facility, which is designated as a net investment hedge to mitigate our risk from fluctuations inforeign currency exchange rates. Our unhedged net investment in foreign currencies was $1,661 as of December 31, 2015 based on the period ending U.S. dollar value of the hedge of $21,724. For the year ended December 31, 2015, we recorded net losses of $594 in other comprehensive income as the portion of the foreign currency netinvestment derivative used to hedge the currency exposure of our unconsolidated equity investment in the Gramercy European Property Fund which qualifies as a netinvestment hedge under ASC Topic 815. For the years ended December 31, 2015 and 2014, we recognized a realized foreign currency transaction loss of $16 and $23,respectively, and no unrealized foreign currency transaction gain or loss. Foreign currency transaction gains and losses are included in Other Income in the CondensedConsolidated Statement of Operations.

93

Index to Financial Statements and Schedules

All other schedules are omitted because they are not required or the required information is shown in the financial statements or notes thereto.

94

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

GRAMERCY PROPERTY TRUST(F/K/A CHAMBERS STREET PROPERTIES)

Report of Independent Registered Public Accounting Firm 95

Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting 96

Consolidated Balance Sheets as of December 31, 2015 and 2014 97

Consolidated Statements of Operations for the years ended December 31, 2015, 2014 and 2013 98

Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2015, 2014 and 2013 99

Consolidated Statements of Shareholders’ Equity (Deficit) and Noncontrolling Interests for the years ended December 31, 2015, 2014 and 2013 100

Consolidated Statements of Cash Flows for the years ended December 31, 2015, 2014 and 2013 103

Notes to Consolidated Financial Statements 104

Schedules

Schedule II Valuation and Qualifying Accounts 173

Schedule III Real Estate and Accumulated Depreciation as of December 31, 2015 174

Report of Independent Registered Public Accounting Firm

The Board of Trustees and Shareholders of Gramercy Property Trust

We have audited the accompanying consolidated balance sheets of Gramercy Property Trust (“the Company”) as of December 31, 2015 and 2014, and the related consolidated statements of operations, comprehensive income (loss), shareholders' equity (deficit) and noncontrolling interests, and cash flows for each of the three yearsin the period ended December 31, 2015. Our audits also included the financial statement schedules listed in the Index at Item 15(a)(2). These financial statements andschedules are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and schedules based on ouraudits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we planand perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a testbasis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significantestimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Gramercy Property Trust atDecember 31, 2015 and 2014, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2015, inconformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedules, when considered in relation to the basicfinancial statements taken as a whole, present fairly in all material respects the information set forth therein.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Gramercy Property Trust's internalcontrol over financial reporting as of December 31, 2015, based on criteria established in Internal Control-Integrated Framework issued by the Committee of SponsoringOrganizations of the Treadway Commission (2013 framework) and our report dated February 29, 2016 expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP

New York, New YorkFebruary 29, 2016

95

Report of Independent Registered Public Accounting Firm

The Board of Trustees and Shareholders of Gramercy Property Trust

We have audited Gramercy Property Trust’s (the “Company”) internal control over financial reporting as of December 31, 2015, based on criteria established inInternal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), (the COSO criteria).Gramercy Property Trust’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness ofinternal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is toexpress an opinion on the company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we planand perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our auditincluded obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design andoperating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believethat our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions anddispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements inaccordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations ofmanagement and trustees of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or dispositionof the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation ofeffectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with thepolicies or procedures may deteriorate.

In our opinion, Gramercy Property Trust maintained, in all material respects, effective internal control over financial reporting as of December 31, 2015, based on theCOSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets ofGramercy Property Trust as of December 31, 2015 and 2014, and the related consolidated statements of operations, comprehensive income (loss), shareholders’ equity (deficit) and noncontrolling interests, and cash flows for each of the three years in the period ended December 31, 2015 of Gramercy Property Trust and our report datedFebruary 29, 2016 expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP

New York, New YorkFebruary 29, 2016

96

Gramercy Property Trust(F/K/A Chambers Street Properties)

Consolidated Balance Sheets(Amounts in thousands, except share and per share data)

The accompanying notes are an integral part of these financial statements.

97

December 31, 2015 December 31, 2014

Assets:

Real estate investments, at cost:

Land $ 702,557 $ 239,503

Building and improvements 3,313,747 828,117

Less: accumulated depreciation (84,627) (27,598)

Total real estate investments, net 3,931,677 1,040,022

Cash and cash equivalents 128,031 200,069

Restricted cash 17,354 1,244

Investment in unconsolidated equity investments 580,000 —

Servicing advances receivable 1,382 1,485

Retained CDO bonds 7,471 4,293

Assets held for sale, net 420,485 —

Tenant and other receivables, net 34,234 15,398

Acquired lease assets, net of accumulated amortization of $54,323 and $15,168 682,174 200,231

Deferred costs, net of accumulated amortization of $3,760 and $1,908 20,339 10,355

Goodwill 3,568 3,840

Other assets 14,192 23,063

Total assets $ 5,840,907 $ 1,500,000

Liabilities and Equity:

Liabilities:

Senior unsecured revolving credit facility $ 296,724 $ —

Exchangeable senior notes, net 109,394 107,836

Mortgage notes payable 532,922 161,642

Senior unsecured notes 100,000 —

Senior unsecured term loans 1,225,000 200,000

Total long-term debt 2,264,040 469,478

Accounts payable and accrued expenses 59,808 18,806

Dividends payable 8,980 9,579

Accrued interest payable 4,546 2,357

Deferred revenue 36,031 11,592

Below market lease liabilities, net of accumulated amortization of $17,083 and $3,961 242,456 53,826

Liabilities related to assets held for sale 291,364 —

Derivative instruments, at fair value 3,442 3,189

Other liabilities 8,271 8,263

Total liabilities 2,918,938 577,090

Commitments and contingencies

Noncontrolling interest in operating partnership 10,892 16,129

Equity:

Common shares, par value $0.01, 420,523,153 and 149,079,743 shares issued and outstanding at December 31, 2015 and December 31, 2014, respectively. 4,205 1,491

Series A cumulative redeemable preferred shares, par value $0.01, liquidation preference $87,500, 3,500,000 shares authorized, issued and outstanding at December 31, 2015. 84,394 —

Series B cumulative redeemable preferred shares, par value $0.01, liquidation preference $87,500, 3,500,000 shares authorized, issued and outstanding at December 31, 2014. — 84,394

Additional paid-in-capital 3,879,932 1,767,533

Accumulated other comprehensive loss (5,751) (3,703)

Accumulated deficit (1,051,454) (942,934)

Total shareholders' equity 2,911,326 906,781

Noncontrolling interest in other partnerships (249) —

Total equity 2,911,077 906,781

Total liabilities and equity $ 5,840,907 $ 1,500,000

Gramercy Property Trust(F/K/A Chambers Street Properties)

Consolidated Statements of Operations(Amounts in thousands, except share and per share data)

The accompanying notes are an integral part of these financial statements.

98

Year Ended December 31,

2015 2014 2013

Revenues

Rental revenue $ 169,986 $ 60,258 $ 12,181

Third-party management fees 22,271 25,033 40,896

Operating expense reimbursements 41,814 20,604 1,203

Investment income 1,763 1,824 1,717

Other income 1,438 221 707

Total revenues 237,272 107,940 56,704

Operating Expenses

Property operating expenses 42,076 21,120 1,411

Property management expenses 19,446 17,500 20,868

Depreciation and amortization 97,654 36,408 5,675

General and administrative expenses 19,794 18,416 18,210

Acquisition and merger-related expenses 61,340 6,171 2,808

Total operating expenses 240,310 99,615 48,972

Operating Income (Loss) (3,038) 8,325 7,732

Other Income (Expense):

Interest expense (34,663) (16,586) (1,732)

Other-than-temporary impairment — (4,064) (3,339)

Portion of impairment recognized in other comprehensive loss — (752) 1,337

Net impairment recognized in earnings — (4,816) (2,002)

Loss on derivative instruments — (3,300) (115)

Equity in net income (loss) of unconsolidated equity investments (1,107) 1,959 (5,662)

Gain on remeasurement of previously held joint venture — 72,345 —

Loss on extinguishment of debt (9,472) (1,925) —

Income (loss) from continuing operations before provision for taxes (48,280) 56,002 (1,779)

Provision for taxes (2,153) (809) (6,393)

Income (loss) from continuing operations (50,433) 55,193 (8,172)

Income (loss) from discontinued operations 875 (524) 5,057

Gain on sale of joint venture interest to a director related entity — — 1,317

Gains from disposals — — 389,140

Provision for taxes — — (2,515)

Income (loss) from discontinued operations 875 (524) 392,999

Income (loss) before gains on disposals (49,558) 54,669 384,827

Net gains on disposals 839 — —

Net income (loss) (48,719) 54,669 384,827

Net loss attributable to noncontrolling interest 791 236 —

Net income (loss) attributable to Gramercy Property Trust (47,928) 54,905 384,827

Preferred share redemption costs — (2,912) —

Preferred share dividends (6,234) (7,349) (7,162)

Net income (loss) available to common shareholders $ (54,162) $ 44,644 $ 377,665

Basic earnings per share:

Net income (loss) from continuing operations, after preferred dividends $ (0.30) $ 0.54 $ (0.31)

Net income (loss) from discontinued operations — (0.01) 8.01

Net income (loss) available to common shareholders $ (0.30) $ 0.53 $ 7.70

Diluted earnings per share:

Net income (loss) from continuing operations, after preferred dividends $ (0.30) $ 0.53 $ (0.31)

Net income (loss) from discontinued operations — (0.01) 8.01

Net income (loss) available to common shareholders $ (0.30) $ 0.52 $ 7.70

Basic weighted average common shares outstanding 182,096,149 83,582,183 49,043,852

Diluted weighted average common shares and common share equivalents outstanding 182,096,149 85,925,509 49,043,852

Gramercy Property Trust(F/K/A Chambers Street Properties)

Consolidated Statements of Comprehensive Income (Loss)(Amounts in thousands, except share and per share data)

The accompanying notes are an integral part of these financial statements.

99

Year Ended December 31,

2015 2014 2013

Net income (loss) $ (48,719) $ 54,669 $ 384,827

Other comprehensive income (loss):

Unrealized gain on debt securities and derivative instruments:

Unrealized gain (loss) on available for sale debt securities 1,476 752 (3,221)

Reclassification adjustment for other-than-temporary impairment in net income — — 2,002

Unrealized loss on derivative instruments (2,885) (3,002) (187)

Reclassification of unrealized holding losses on debt securities and derivative instruments into discontinued operations — — 95,265

Foreign currency translation adjustments (594) (48) —

Reclassification of unrealized loss of terminated derivative instruments into earnings(45) — —

Other comprehensive income (loss) (2,048) (2,298) 93,859

Comprehensive income (loss) (50,767) 52,371 478,686

Net loss attributable to noncontrolling interest 791 236 —

Other comprehensive (income) loss attributable to noncontrolling interest (4) 41 —

Comprehensive income (loss) attributable to Gramercy Property Trust $ (49,980) $ 52,648 $ 478,686

Gramercy Property Trust(F/K/A Chambers Street Properties)

Consolidated Statements of Shareholders’ Equity (Deficit) and Noncontrolling Interests(Amounts in thousands, except share data)

The accompanying notes are an integral part of these financial statements.

100

Common StockCommon Stock,

Class B-1Common Stock,

Class B-2

Series APreferred

Stock

AdditionalPaid-In-Capital

Accum-ulatedOtherCom-

prehensiveIncome (Loss)

RetainedEarnings /(Accum-ulatedDeficit)

TotalGramercyProperty

Trust

Non-controlling

InterestSharesPar

Value SharesPar

Value SharesPar

Value Total

Balance at December 31, 2012 45,240,138 $ 452 1,594,900 $ 16 1,594,900 $ 16 $ 85,235 $ 1,101,804 $ (95,265) $ (1,344,989) $ (252,731) $ 903 $ (251,828)

Net income — — — — — — — — — 384,827 384,827 — 384,827

Change in net unrealized loss on derivative instruments — — — — — — — — 9,914 — 9,914 — 9,914

Change in net unrealized gain on debt securities — — — — — — — — (1,219) — (1,219) — (1,219)

Change in net unrealized loss on securities available for sale — — — — — — — — 23,083 — 23,083 — 23,083

Gramercy Finance disposal — — — — — — — — 62,082 — 62,082 (42) 62,040

Conversion of Class B-1 & Class B-2 shares into common stock 3,189,800 32 (1,594,900) (16) (1,594,900) (16) — — — — — — —

Issuance of stock 9,198,745 92 — — — — — 45,440 — — 45,532 — 45,532

Issuance of stock - stock purchase plan 7,179 — — — — — — 13 — — 13 — 13

Stock based compensation-fair value(1) (767,275) (7) — — — — — 2,141 — — 2,134 — 2,134

Liquidation of noncontrolling interest — — — — — — — — — — — (861) (861)

Dividends on preferred stock — — — — — — — — — (7,162) (7,162) — (7,162)

Balance at December 31, 2013 56,868,587 $ 569 — $ — — $ — $ 85,235 $ 1,149,398 $ (1,405) $ (967,324) $ 266,473 $ — $ 266,473

(1) In the first quarter of 2013, the Company excluded unvested restricted share units from the outstanding share count.

Gramercy Property Trust(F/K/A Chambers Street Properties)

Consolidated Statements of Shareholders’ Equity (Deficit) and Noncontrolling Interests – (Continued)(Amounts in thousands, except share data)

The accompanying notes are an integral part of these financial statements.

101

Common Stock

Series APreferred

Stock

Series BPreferred

Stock

AdditionalPaid-In-Capital

AccumulatedOtherCom-

prehensiveIncome (Loss)

RetainedEarnings /

(AccumulatedDeficit)

TotalGramercyProperty

Trust

Non-controlling

interestSharesPar

Value Total

Balance at December 31, 2013 56,868,587 $ 569 $ 85,235 $ — $ 1,149,398 $ (1,405) $ (967,324) $ 266,473 $ — $ 266,473

Net income — — — — — — 54,905 54,905 — 54,905

Change in net unrealized loss on derivative instruments — — — — — (3,002) — (3,002) — (3,002)

Reclassification of fair value of embedded exchange option on 3.75% exchangeable senior notes — — — — 11,726 — — 11,726 — 11,726

Change in net unrealized gain on debt securities — — — — — 752 — 752 — 752

Offering costs — — — (3,106) (29,207) — — (32,313) — (32,313)

Stock redemption costs — — (3) — — — — (3) — (3)

Redemption of Series A cumulative redeemable preferred stock — — (85,232) — — — (2,912) (88,144) — (88,144)

Issuance of stock 91,033,228 910 — 87,500 626,924 — — 715,334 — 715,334

Issuance of stock - stock purchase plan 4,995 — — — 27 — — 27 — 27

Stock based compensation-fair value — — — — 2,483 — — 2,483 — 2,483

Proceeds from stock options exercised 23,924 — — — 91 — — 91 — 91

Conversion of OP Units to common stock 1,149,009 12 — — 8,727 — — 8,739 — 8,739

Reallocation of noncontrolling interest in the operating partnership — — — — (2,636) — — (2,636) — (2,636)

Dividends on preferred stock - Series A — — — — — — (4,993) (4,993) — (4,993)

Dividends on preferred stock - Series B — — — — — — (2,356) (2,356) — (2,356)

Dividends on common stock — — — — — — (20,254) (20,254) — (20,254)

Foreign currency translation adjustments — — — — — (48) — (48) — (48)

Balance at December 31, 2014 149,079,743 $ 1,491 $ — $ 84,394 $ 1,767,533 $ (3,703) $ (942,934) $ 906,781 $ — $ 906,781

Gramercy Property Trust(F/K/A Chambers Street Properties)

Consolidated Statements of Shareholders’ Equity (Deficit) and Noncontrolling Interests – (Continued)(Amounts in thousands, except share data)

The accompanying notes are an integral part of these financial statements.

102

Common SharesSeries A

PreferredShares

Series BPreferred

Stock

AdditionalPaid-In-Capital

AccumulatedOtherCom-

prehensiveIncome (Loss)

RetainedEarnings /

(AccumulatedDeficit)

TotalGramercyProperty

Trust

Non-controlling

interestSharesPar

Value Total

Balance at December 31, 2014 149,079,743 $ 1,491 $ — $ 84,394 $ 1,767,533 $ (3,703) $ (942,934) $ 906,781 $ — $ 906,781

Shares issued in connection with merger 236,710,763 2,367 84,394 (84,394) 1,826,874 — — 1,829,241 — 1,829,241

Net income (loss) — — — — — — (47,928) (47,928) (415) (48,343)

Change in net unrealized loss on derivative instruments — — — — — (2,930) — (2,930) — (2,930)

Change in net unrealized gain on debt securities — — — — — 1,476 — 1,476 — 1,476

Offering costs — — — — (12,090) — — (12,090) — (12,090)

Issuance of shares 33,274,824 333 — — 289,567 — — 289,900 — 289,900

Issuance of shares - stock purchase plan 13,108 — — — 80 — — 80 — 80

Stock based compensation - fair value 991,586 10 — — 3,445 — — 3,455 — 3,455

Conversion of OP Units to common shares 453,129 4 — — 3,784 — — 3,788 — 3,788

Reallocation of noncontrolling interest in the operating partnership — — — — 739 — — 739 — 739

Dividends on preferred shares - Series A — — — — — — — — — —

Dividends on preferred stock - Series B — — — — — — (6,234) (6,234) — (6,234)

Dividends on common shares — — — — — — (54,358) (54,358) — (54,358)

Contributions to consolidated equity investment — — — — — — — — 171 171

Foreign currency translation adjustments — — — — — (594) — (594) (5) (599)

Balance at December 31, 2015 420,523,153 $ 4,205 $ 84,394 $ — $ 3,879,932 $ (5,751) $ (1,051,454) $ 2,911,326 $ (249) $ 2,911,077

Gramercy Property Trust(F/K/A Chambers Street Properties)

Consolidated Statements of Cash Flows(Amounts in thousands)

Year Ended December 31,

2015 2014 2013

Operating Activities:

Net income (loss) $ (48,719) $ 54,669 $ 384,827

Adjustments to net cash provided by operating activities:

Depreciation and amortization 97,654 36,408 6,383

Amortization of acquired leases to rental revenue and expense (12,249) (2,352) (65)

Amortization of deferred costs 3,711 1,991 175

Amortization of discounts and other fees (3,212) (959) (10,577)

Amortization of lease inducement costs 269 175 —

Straight-line rent adjustment (12,406) (3,995) (2,225)

Non-cash impairment charges — 4,816 9,643

Net gain on sale of properties and lease terminations (839) — (611)

Net realized gain on disposal of Gramercy Finance — — (389,140)

Net realized gain on sale of joint venture to director related entity — — (1,317)

Loss on derivative instruments — 3,300 115

Distributions received from unconsolidated equity investments 5,704 3,373 7,985

Equity in net (income) loss of unconsolidated equity investments 1,107 (1,959) 6,466

Gain from remeasurement of previously held joint ventures — (72,345) —

Loss on extinguishment of debt 9,472 1,925 —

Amortization of share-based compensation 6,562 2,483 2,149

Changes in operating assets and liabilities:

Restricted cash (3,667) (272) (1,108)

Payment of capitalized leasing costs (3,132) (77) (2,630)

Tenant and other receivables 5,403 4,983 588

Accrued interest 103 (155) 5,780

Other assets 10,843 (11,229) 13,710

Accounts payable, accrued expenses and other liabilities (27,651) 7,029 (2,362)

Deferred revenue 4,739 4,978 1,617

Net cash provided by operating activities 33,692 32,787 29,403

Investing Activities:

Capital expenditures (4,577) (16,496) (8,345)

Distributions received from unconsolidated equity investments — 3,841 21,642

Proceeds from disposal of Gramercy Finance — — 6,291

Proceeds from sale of joint venture to director related entity — — 8,275

Proceeds from sale of real estate 73,796 — —

Cash acquired in connection with Merger 24,687 — —

Principal collections on investments — — 34,990

Contributions to unconsolidated equity investments (25,959) — (1,750)

Acquisition of real estate, net of cash acquired of $0, $4,108, and $0 (919,213) (461,963) (283,148)

Acquisition of Gramercy Europe Asset Management, net of cash acquired of $0, $97, and $0 — (3,658) —

Restricted cash for tenant improvements (3,399) (326) —

Proceeds from repayments of servicing advances receivable — 7,428 5,953

Net cash used in investing activities (854,665) (471,174) (216,092)

Financing Activities:

Repayment of collateralized debt obligations — — (85,912)

Proceeds from unsecured term loans and revolving credit facility 2,293,612 275,000 —

Proceeds from senior unsecured notes 100,000 — —

Proceeds from secured credit facility — 23,000 45,000

Repayment of unsecured term loans and revolving credit facility (1,831,806) (75,000) —

Repayment of secured credit facility — (68,000) —

Proceeds from issuance of exchangeable senior notes — 115,000 —

Proceeds from mortgage notes payables — — 67,255

Repayment of mortgage notes payable (5,936) (205,392) (771)

Offering costs (12,090) (28,381)

Proceeds from sale of common stock 289,910 627,183 45,532

Payment of deferred financing costs (19,724) (8,457) (3,546)

Termination of derivatives (3,784) — —

Proceeds from issuance of Series B shares — 87,500 —

Issuance costs for Series B shares — (3,004) —

Redemption of Series A shares — (89,279) —

Preferred shares dividends paid (6,234) (43,814) —

Common shares dividends paid (54,868) (10,792) —

Proceeds from sale of repurchased bonds — — 34,364

Proceeds from exercise of stock options and employee purchase under the employee share purchase plan 80 118 —

Contributions from noncontrolling interests in other entities 169 — —

Distribution to noncontrolling interest holders (421) (86) (250)

Change in restricted cash from financing activities (50) (425) 22,948

The accompanying notes are an integral part of these financial statements.

103

Net cash provided by financing activities 748,858 595,171 124,620

Net increase (decrease) in cash and cash equivalents (72,115) 156,784 (62,069)

Decrease in cash and cash equivalents related to foreign currency translation 77 (48) —

Cash and cash equivalents at beginning of period 200,069 43,333 105,402

Cash and cash equivalents at end of period $ 128,031 $ 200,069 $ 43,333

Gramercy Property Trust(F/K/A Chambers Street Properties)

Notes To Consolidated Financial Statements(Amounts in thousands, except share and per share data)

December 31, 2015

1. Business and Organization

Gramercy Property Trust, or the Company or Gramercy, a Maryland real estate investment trust, or REIT, is a leading global investor and asset manager ofcommercial real estate. Gramercy specializes in acquiring and managing single-tenant, net leased industrial, office, and specialty properties. The Company focuses onincome producing properties leased to high quality tenants in major markets in the United States and Europe.

Gramercy earns revenues primarily through three sources: (i) rental revenues on properties that it owns in the United States, (ii) asset management revenues onproperties owned by third parties in the United States and Europe and (iii) pro-rata rental revenues on its unconsolidated equity investments in the United States, Europe,and Asia.

On December 17, 2015, Chambers Street Properties, or Chambers, a Maryland REIT, completed a merger, or the Merger, with Gramercy Property Trust Inc., or Legacy Gramercy, a Maryland corporation, pursuant to which Legacy Gramercy stockholders received 3.1898 common shares of beneficial interest of Chambers for each share of common stock of Legacy Gramercy held. Following the Merger, Chambers changed its name to “Gramercy Property Trust” and began trading on the New York Stock Exchange, or NYSE, using the “GPT” stock symbol. Legacy Gramercy’s executive management team manages the combined company.

In the Merger, Chambers was the legal acquirer but Legacy Gramercy was determined to be the “accounting acquirer” for financial reporting purposes. Thus, the financial information set forth herein reflects approximately 11.5 months of Legacy Gramercy results and 14 days of combined company results following the Mergerclosing. For this reason, period to period comparisons may not be meaningful.

As of December 31, 2015, the Company owns, either directly or in an unconsolidated equity investment, a portfolio of 323 industrial, office, and specialty properties with 98.4% occupancy. Tenants include Bank of America, N.A., Healthy Way of Life II, LLC (d.b.a Life Time Fitness), Raytheon Company, Amazon.com, Inc.,JPMorgan Chase Bank, N.A. and others. As of December 31, 2015, the Company’s asset management business, which operates under the name Gramercy AssetManagement, manages for third-parties approximately $900,000 of commercial real estate assets.

During the year ended December 31, 2015, excluding the properties acquired in the Merger, the Company acquired 54 properties aggregating 8,838,304 square feet in 21 separate transactions for a total purchase price of approximately $1,095,669. As a result of the Merger, during the year ended December 31, 2015, the Company acquired 104 properties from Chambers, aggregating 24,961,842 square feet.

As of December 31, 2015, the Company’s wholly-owned portfolio of net leased properties is summarized as follows:

The Company has elected to be taxed as a REIT under the Internal Revenue Code of 1986, as amended, or the Internal Revenue Code, and generally will not be subjectto U.S. federal income taxes to the extent it distributes its taxable income, if any, to its shareholders. The Company has in the past established, and may in the futureestablish taxable REIT subsidiaries, or TRSs, to effect various taxable transactions. Those TRSs would incur U.S. federal, state and local taxes on the taxable income fromtheir activities.

104

Property TypeNumber of Properties

Rentable Square Feet Occupancy

Industrial 135 32,877,202 95.9%

Office 122 11,959,636 83.8%

Specialty industrial 14 676,472 100.0%

Specialty retail 9 1,187,258 100.0%

Data center 2 227,953 100.0%

Total 282 46,928,521 98.4%

Gramercy Property Trust(F/K/A Chambers Street Properties)

Notes To Consolidated Financial Statements(Amounts in thousands, except share and per share data)

December 31, 2015

The Company’s operating partnership, GPT Operating Partnership LP, or the Operating Partnership, indirectly owns (i) all of the Company's consolidated real estateinvestments, (ii) the Company's interests in unconsolidated investments and (iii) the entities, primarily a TRS, that conduct the Company’s third-party asset management operations. The Company is the sole general partner and 100% owner of the Operating Partnership. The Operating Partnership is the 100% owner of all of its direct and indirect subsidiaries, except that as of December 31, 2015 third-party holders of limited partnership interests in Legacy Gramercy’s operating partnership, the entity that owns substantially all of Legacy Gramercy’s assets and investments, owned approximately 0.33% of the beneficial interest of the Company. These interests are referred to as the noncontrolling interests in the Gramercy Operating Partnership. See Note 15 for more information on the Company’s noncontrolling interests.

2. Significant Accounting Policies

Reclassification

Certain prior year balances have been reclassified to conform with the current year presentation for assets classified as discontinued operations. Certainreclassifications were made to the Consolidated Balance Sheets, Consolidated Statements of Operations, Consolidated Statements of Comprehensive Income (Loss) andfootnote disclosures for all periods presented to reflect held for sale and discontinued operations as of December 31, 2015.

Principles of Consolidation

The Consolidated Financial Statements include the Company’s accounts and those of the Company’s subsidiaries which are wholly-owned or controlled by the Company, or entities which are variable interest entities, or VIEs, in which the Company is the primary beneficiary. The primary beneficiary is the party that absorbs amajority of the VIE’s anticipated losses and/or a majority of the expected returns. The Company has evaluated its investments for potential classification as variableinterests by evaluating the sufficiency of each entity’s equity investment at risk to absorb losses.

Entities which the Company does not control and are considered VIEs, but where the Company is not the primary beneficiary, are accounted for under the equitymethod. All significant intercompany balances and transactions have been eliminated. The equity interests of other limited partners in the Company’s operating partnerships are reflected as noncontrolling interests.

Real Estate Investments

The Company records acquired real estate investments as business combinations when the real estate is occupied, at least in part, at acquisition. Costs directly relatedto the acquisition of such investments are expensed as incurred. The Company allocates the purchase price of real estate to land, building, improvements and intangibles,such as the value of above- and below-market leases, and origination costs associated with the in-place leases at the acquisition date. The values of the above- and below-market leases are amortized and recorded as either an increase, in the case of below-market leases, or a decrease, in the case of above-market leases, to rental revenue over the remaining term of the associated lease. The values associated with in-place leases are amortized to depreciation and amortization expense over the remaining term ofthe associated lease.

The Company assesses the fair value of the leases at acquisition based upon estimated cash flow projections that utilize appropriate discount rates and available marketinformation. Estimates of future cash flows are based on a number of factors including the historical operating results, known trends, and market/economic conditions thatmay affect the property. To the extent acquired leases contain fixed rate renewal options that are below-market and determined to be material, the Company amortizessuch below-market lease value into rental revenue over the renewal period. Additionally, for transactions that are business combinations, the Company evaluates theexistence of goodwill or a gain from a bargain purchase at the time of acquisition.

105

Gramercy Property Trust(F/K/A Chambers Street Properties)

Notes To Consolidated Financial Statements(Amounts in thousands, except share and per share data)

December 31, 2015

Acquired real estate investments involving sale-leasebacks that have newly-originated leases are recorded as asset acquisitions and accordingly, transaction costsincurred in connection with the acquisition are capitalized. Acquired real estate investments which are under construction are considered build-to-suit transactions and other acquired real estate investments that do not meet the definition of a business combination are recorded at cost. In build-to-suit transactions, the Company engages a developer to construct a property or provide funds to a tenant to develop a property. The Company capitalizes the funds provided to the developer/tenant and real estatetaxes, if applicable, during the construction period.

Certain improvements are capitalized when they are determined to increase the useful life of the building. Depreciation is computed using the straight-line method over the shorter of the estimated useful life at acquisition of the capitalized item or 40 years for buildings, five to ten years for building equipment and fixtures, and the lesser of the useful life or the remaining lease term for tenant improvements and leasehold interests. Maintenance and repair expenditures are charged to expense as incurred.

In leasing space, the Company may provide funding to the lessee through a tenant allowance. In accounting for tenant allowances, the Company determines whetherthe allowance represents funding for the construction of leasehold improvements and evaluates the ownership of such improvements. If the Company is considered theowner of the leasehold improvements, the Company capitalizes the amount of the tenant allowance and depreciates it over the shorter of the useful life of the leaseholdimprovements or the lease term. If the tenant allowance represents a payment for a purpose other than funding leasehold improvements, or in the event the Company is notconsidered the owner of the improvements for accounting purposes, the allowance is considered to be a lease incentive and is recognized over the lease term as areduction of rental revenue. Factors considered during this evaluation usually include (i) who holds legal title to the improvements, (ii) evidentiary requirementsconcerning the spending of the tenant allowance, and (iii) other controlling rights provided by the lease agreement (e.g. unilateral control of the tenant space during thebuild-out process). Determination of the accounting for a tenant allowance is made on a case-by-case basis, considering the facts and circumstances of the individualtenant lease.

The Company also reviews the recoverability of the property’s carrying value when circumstances indicate a possible impairment of the value of a property. Thereview of recoverability is based on an estimate of the future undiscounted cash flows, excluding interest charges, expected to result from the property’s use and eventual disposition. These estimates consider factors such as changes in strategy resulting in an increased or decreased holding period, expected future operating income, marketand other applicable trends and residual value, as well as the effects of leasing demand, competition and other factors. If management determines impairment exists due tothe inability to recover the carrying value of a property, an impairment loss is recorded to the extent that the carrying value exceeds the estimated fair value of the propertyfor properties to be held and used and for assets held for sale, an impairment loss is recorded to the extent that the carrying value exceeds the fair value less estimated costof disposal. These assessments are recorded as an impairment loss in the Consolidated Statements of Operations in the period the determination is made. The estimatedfair value of the asset becomes its new cost basis. For a depreciable long-lived asset to be held and used, the new cost basis will be depreciated or amortized over theremaining useful life of that asset.

Unconsolidated Equity Investments

The Company accounts for substantially all of its unconsolidated equity investments under the equity method of accounting since it exercises significant influence, butdoes not unilaterally control the entities, and is not considered to be the primary beneficiary. In unconsolidated equity investments, the rights of the other investors areprotective and participating. Unless the Company is determined to be the primary beneficiary, these rights preclude it from consolidating the investments. The investmentsare recorded initially at cost as unconsolidated equity investments, as applicable, and subsequently are adjusted for equity interest in net income (loss) and cashcontributions and distributions. The amount of the investments on the Consolidated Balance Sheets is evaluated for impairment at each reporting period. None of theunconsolidated equity investment debt is recourse to the Company. Transactions with unconsolidated equity method entities are eliminated to the extent of the Company’s ownership in each such entity. Accordingly, the Company’s share of net income (loss) of these equity method entities is included in consolidated net income (loss).

106

Gramercy Property Trust(F/K/A Chambers Street Properties)

Notes To Consolidated Financial Statements(Amounts in thousands, except share and per share data)

December 31, 2015

The Company’s 5.07% investment in CBRE Strategic Partners Asia is presented in the Consolidated Financial Statements at fair value. CBRE Strategic Partners Asiais an investment company that accounts for its investments at fair value with changes in the fair value of the investments recorded in the statement of operations. Theinvestment manager of CBRE Strategic Partners Asia applies valuation techniques for the Company’s investment carried at fair value based upon the application of theincome approach, the direct market comparison approach, the replacement cost approach or third-party appraisals to the underlying assets held in the unconsolidatedentity in determining the net asset value attributable to the Company’s ownership interest therein. See Note 11, "Fair Value Measurements," for further discussion of theapplication of the fair value accounting.

Carrying values of the Company’s unconsolidated equity investments are $580,000 and $0 at December 31, 2015 and December 31, 2014, respectively.

Cash and Cash Equivalents

The Company considers all highly liquid investments with maturities of three months or less when purchased to be cash equivalents.

Restricted Cash

The Company has restricted cash of $17,354 and $1,244 at December 31, 2015 and December 31, 2014, respectively, which primarily consists of reserves for certaincapital improvements, leasing, interest and real estate tax and insurance payments as required by certain mortgage loan obligations.

Variable Interest Entities

The Company had two consolidated VIEs as of December 31, 2015 and one consolidated VIE as of December 31, 2014. The Company had four unconsolidated VIEs as of December 31, 2015 and December 31, 2014. The following is a summary of the Company’s involvement with consolidated VIEs and unconsolidated VIEs as ofDecember 31, 2015:

107

Companycarrying

value-assets

Companycarrying

value-liabilities

Face value ofassets held

by the VIEs

Face value ofliabilities issued

by the VIEs

Assets

Consolidated VIEs

Chisholm $ 7,949 $ 16 $ 7,949 $ 8,183

Gramercy Europe Asset Management (European Fund Manager) $ 334 $ 832 $ 334 $ 832

Unconsolidated VIEs

Gramercy Europe Asset Management (European Fund Carry Co.) $ — $ — $ 11 $ 16

Retained CDO Bonds $ 7,471 $ — $ 1,382,373 $ 1,282,583

Gramercy Property Trust(F/K/A Chambers Street Properties)

Notes To Consolidated Financial Statements(Amounts in thousands, except share and per share data)

December 31, 2015

The following is a summary of the Company’s involvement with VIEs as of December 31, 2014:

Consolidated VIEs

Chisholm

In December 2015, the Company entered into a non-recourse financing arrangement with Big Proportion Austin LLC, or BIG, for a build-to-suit industrial property in Round Rock, Texas, or Chisholm. Concurrently, the Company entered into a forward purchase agreement with BIG, pursuant to which the Company will acquire theproperty, which is 100% leased to Proportion Foods, upon substantial completion of the facility’s development. The Company has determined that Chisholm is a VIE, asthe equity holders of the entity do not have controlling financial interests and the obligation to absorb losses. The Company controls the activities that most significantlyaffect the economic outcome of Chisholm through its financing arrangement to fund the property’s development and its forward purchase agreement with BIG. As such,the Company has concluded that it is the entity’s primary beneficiary and has consolidated the VIE. The Company has a note receivable from BIG related to the financingarrangement, which is a note payable for BIG and thus eliminates upon consolidation of the VIE.

The construction of the facility on the property is expected to be complete in December 2016 and the Company has committed $24,950 in financing for the construction. BIG is responsible for funding in excess of the $24,950 mortgage note. As of December 31, 2015, the Company has funded $8,167 for the property.

Gramercy Europe Asset Management (European Fund Manager)

In connection with the Company’s December 2014 investment in the Gramercy European Property Fund, the Company acquired equity interests in the entity,hereinafter European Fund Manager, which provides investment and asset management services to Gramercy European Property Fund. The Company has determined thatEuropean Fund Manager is a VIE, as the equity holders of that entity do not have controlling financial interests and the obligation to absorb losses. As Gramercy EuropeAsset Management, through an investment advisory agreement with the VIE, controls the activities that most significantly affect the economic outcome of European FundManager, the Company has concluded that it is the entity’s primary beneficiary and has consolidated the VIE.

European Fund Manager is expected to generate net cash inflows for the Company in the form of management fees in the future, however, if the VIE’s cash inflows are not sufficient to cover its obligations, the Company may provide financial support for the VIE.

108

Companycarrying

value-assets

Companycarrying

value-liabilities

Face value ofassets held

by the VIEs

Face value ofliabilities issued

by the VIEs

Assets

Consolidated VIEs

Gramercy Europe Asset Management (European Fund Manager) $ — $ — $ — $ —

Unconsolidated VIEs

Gramercy Europe Asset Management (European Fund Carry Co.) $ — $ — $ — $ —

Retained CDO Bonds $ 4,293 $ — $ 1,691,854 $ 1,547,693

Gramercy Property Trust(F/K/A Chambers Street Properties)

Notes To Consolidated Financial Statements(Amounts in thousands, except share and per share data)

December 31, 2015

Collateralized Debt Obligations

On March 15, 2013, as a result of the disposal of the Gramercy Finance segment as more fully described in Note 4, the Company deconsolidated three VIEs, which represented the three CDOs that the Company previously managed as part of its Finance business. The Company was the collateral manager of the three CDOs and in its capacity as collateral manager the Company made decisions related to the collateral that most significantly impacted the economic outcome of the CDOs, which was thebasis upon which the Company concluded that it was the primary beneficiary of the CDOs as of December 31, 2012. In connection with the disposal of GramercyFinance, the Company transferred the collateral management and sub-special servicing agreements for its three CDOs to CWCapital, thereby removing the Company asthe collateral manager and its ability to make any and all decisions related to the collateral, including those that would most significantly impact the economic outcome ofthe CDOs. As of March 15, 2013, the Company had no continuing involvement with the collateral to the CDOs, and as a result, the Company determined that it was nolonger the primary beneficiary of the CDOs, and therefore deconsolidated the CDOs. Refer to Note 4 for more information on the disposal of the Gramercy Financesegment.

The Company has retained its subordinate debt and equity ownership, or the Retained CDO Bonds, in the CDOs, which were previously eliminated in consolidationand were not sold as part of the disposal of Gramercy Finance. The Retained CDO Bonds may provide the potential for the Company to receive continuing cash flows inthe future, however, there is no guarantee that the Company will realize any proceeds from the Retained CDO Bonds, or what the timing of these proceeds might be.These interests have been recognized at fair value as the Retained CDO Bonds on the Consolidated Balance Sheets. For further discussion of the measurement of fairvalue of the Retained CDO Bonds see Note 11.

Unconsolidated VIEs

Gramercy Europe Asset Management (European Fund Carry Co.)

In connection with the Company’s December 2014 investment in the Gramercy European Property Fund, the Company acquired equity interests in the entity,hereinafter European Fund Carry Co., entitled to receive certain preferential distributions, if any, made from time-to-time by Gramercy European Property Fund. The Company has determined that European Fund Carry Co. is a VIE, as the equity holders of that entity do not have controlling financial interests and the obligation toabsorb losses. Decisions that most significantly affect the economic performance of European Fund Carry Co. are decided by a majority vote of that VIE’s shareholders. As such, the Company does not have a controlling financial interest in the VIE and has accounted for it as an equity investment.

As of December 31, 2015 and 2014, European Fund Carry Co. had net assets of $(5) and $0.

Investment in Retained CDO Bonds

As further discussed above, on March 15, 2013, the Company recognized an asset in Retained CDO Bonds in connection with the disposal of the Gramercy Financesegment. The Company is not obligated to provide any financial support to these CDOs. The Company’s maximum exposure to loss is limited to its interest in theRetained CDO Bonds and the Company does not control the activities that most significantly impact the VIEs’ economic performance.

Assets Held for Sale and Discontinued Operations

As of December 31, 2015 and December 31, 2014, the Company had six and zero assets classified as held for sale. The assets classified as held for sale as ofDecember 31, 2015 represent legacy Chambers properties that qualified as held for sale as of the closing date of the Merger and are included within discontinuedoperations, in accordance with ASC 360, as these assets acquired in the Merger do not align with the Company’s investment strategy and therefore will be sold. Real estate investments to be disposed of are reported at the lower of carrying amount or estimated fair value, less costs to sell. Once an asset is classified as held for sale,depreciation and amortization expense is no longer recorded.

109

Gramercy Property Trust(F/K/A Chambers Street Properties)

Notes To Consolidated Financial Statements(Amounts in thousands, except share and per share data)

December 31, 2015

Tenant and Other Receivables

Tenant and other receivables are derived from management fees, rental revenue and tenant reimbursements.

Management fees, including incentive management fees, are recognized as earned in accordance with the terms of the management agreements. The managementagreements may contain provisions for fees related to dispositions, administration of the assets including fees related to accounting, valuation and legal services, andmanagement of capital improvements or projects on the underlying assets.

Rental revenue is recorded on a straight-line basis over the initial term of the lease. Since many leases provide for rental increases at specified intervals, straight-line basis accounting requires the Company to record a receivable, and include in revenues, unbilled rent receivables that will only be received if the tenant makes all rentpayments required through the expiration of the initial term of the lease. Tenant and other receivables also include receivables related to tenant reimbursements forcommon area maintenance expenses and certain other recoverable expenses that are recognized as revenue in the period in which the related expenses are incurred.

Tenant and other receivables are recorded net of the allowances for doubtful accounts, which as of December 31, 2015 and December 31, 2014 were $204 and $188, respectively. The Company continually reviews receivables related to rent, tenant reimbursements, and management fees, including incentive fees, and determinescollectability by taking into consideration the tenant or asset management clients’ payment history, the financial condition of the tenant or asset management client,business conditions in the industry in which the tenant or asset management client operates and economic conditions in the area in which the property or assetmanagement client is located. In the event that the collectability of a receivable is in doubt, the Company increases the allowance for doubtful accounts or records a directwrite-off of the receivable.

Intangible Assets and Liabilities

The Company follows the acquisition method of accounting for business combinations. The Company allocates the purchase price of acquired properties to tangibleand identifiable intangible assets acquired based on their respective fair values. Tangible assets include land, buildings and improvements on an as-if vacant basis. The Company utilizes various estimates, processes and information to determine the as-if vacant property value. Estimates of value are made using customary methods,including data from appraisals, comparable sales, discounted cash flow analyses and other methods. Identifiable intangible assets include amounts allocated to acquiredleases for above- and below-market lease rates and the value of in-place leases. Management also considers information obtained about each property as a result of its pre-acquisition due diligence in estimating the fair value of the tangible and intangible assets and liabilities acquired.

Above-market and below-market lease values for properties acquired are recorded based on the present value of the difference between the contractual amount to bepaid pursuant to each in-place lease and management’s estimate of the fair market lease rate for each such in-place lease, measured over a period equal to the remaining non-cancelable term of the lease. The present value calculation utilizes a discount rate that reflects the risks associated with the leases acquired. The above-market lease values are amortized as a reduction of rental revenue over the remaining non-cancelable terms of the respective leases. The below-market lease values are amortized as an increase to rental revenue over the initial term of the respective leases. If a tenant terminates its lease prior to its contractual expiration and no future rental payments willbe received, any unamortized balance of the market lease intangibles will be written off to rental revenue.

110

Gramercy Property Trust(F/K/A Chambers Street Properties)

Notes To Consolidated Financial Statements(Amounts in thousands, except share and per share data)

December 31, 2015

The aggregate value of intangible assets related to in-place leases is primarily the difference between the property valued with existing in-place leases adjusted to market rental rates and the property valued as-if vacant. Factors considered by management in its analysis of the in-place lease intangibles include an estimate of carrying costs during the expected lease-up period for each property taking into account current market conditions and costs to execute similar leases. In estimating carrying costs,management includes real estate taxes, insurance and other operating expenses and estimates of lost rentals at market rates during the anticipated lease-up period. Management also estimates costs to execute similar leases including leasing commissions and other related expenses. The value of in-place leases is amortized to depreciation and amortization expense over the remaining non-cancelable term of the respective leases. In no event does the amortization period for intangible assetsexceed the remaining depreciable life of the building. If a tenant terminates its lease prior to its contractual expiration and no future rental payments will be received, anyunamortized balance of the in-place lease intangible would be written off to depreciation and amortization expense.

Above-market and below-market ground rent intangibles are recorded for properties acquired in which the Company is the lessee pursuant to a ground lease assumedat acquisition. The above-market and below-market ground rent intangibles are recorded based on the present value of the difference between the contractual amount to bepaid pursuant to each in-place ground lease and management’s estimate of the fair market lease rate for each such in-place ground lease, measured over a period equal to the remaining non-cancelable term of the lease. The present value calculation utilizes a discount rate that reflects the risks associated with the ground leases assumed. Theabove-market ground lease values are amortized as a reduction of rent expense over the remaining non-cancelable terms of the respective leases. The below-market ground lease values are amortized as an increase to rent expense over the initial term of the respective leases. If the Company terminates its lease prior to its contractualexpiration and no future rent payments will be paid, any unamortized balance of the market lease intangibles will be written off to rent expense.

Intangible assets and acquired lease obligations consist of the following:

111

December 31, 2015

December 31, 2014

Intangible assets:

In-place leases, net of accumulated amortization of $49,125 and $13,581 $ 644,540 $ 181,426

Above-market leases, net of accumulated amortization of $5,051 and $1,520 94,202 14,380

Below-market ground rent, net of accumulated amortization of $147 and $67 5,236 4,425

Amounts related to assets held for sale, net of accumulated amortization of $0 and $0 (61,804) —

Total intangible assets $ 682,174 $ 200,231

Intangible liabilities:

Below-market leases, net of accumulated amortization of $16,934 and $3,932 $ 255,452 $ 51,853

Above-market ground rent, net of accumulated amortization of $149 and $29 $ 3,522 $ 1,973

Amounts related to liabilities of assets held for sale, net of accumulated amortization of $0 and $0 (16,518) —

Total intangible liabilities $ 242,456 $ 53,826

Gramercy Property Trust(F/K/A Chambers Street Properties)

Notes To Consolidated Financial Statements(Amounts in thousands, except share and per share data)

December 31, 2015

The following table provides the weighted-average amortization period as of December 31, 2015 for intangible assets and liabilities and the projected amortizationexpense for the next five years.

The Company recorded $37,592, $12,263, and $1,291 of amortization of intangible assets as part of depreciation and amortization, including $0, $0 and $3 within discontinued operations for the years ended December 31, 2015, 2014, and 2013, respectively. The Company recorded $12,256, $2,390 and $(64) of amortization of intangible assets and liabilities as an increase (decrease) to rental revenue, including $0, $0 and $(34) within discontinued operations for the years ended December 31,2015, 2014, and 2013, respectively. The Company recorded $41, $38 and $0 of amortization of ground rent intangible assets and liabilities as a reduction to other propertyoperating expense, none of which was in discontinued operations for the years ended December 2015, 2014, and 2013, respectively.

Goodwill

Goodwill represents the fair value of the synergies expected to be achieved upon consummation of a business combination and is measured as the excess ofconsideration transferred over the net assets acquired at acquisition date. The Company initially recognized goodwill of $3,887 related to the acquisition of Gramercy Europe Asset Management, however during the second quarter of 2015, as a result of finalization of the purchase price allocation for the acquisition, the Companydecreased the amount allocated to goodwill by $85 and thus the final purchase price allocation to goodwill as a result of the acquisition was $3,802. The adjustment to goodwill for the finalized purchase price was primarily related to a reduction in the contract intangible value as well as an increase in the accrued income recorded forincentive fees. The carrying value of goodwill is adjusted each reporting period for the effect of foreign currency translation adjustments. The carrying value of goodwillat December 31, 2015 and December 31, 2014 was $3,568 and $3,840, respectively. The Company’s goodwill has an indeterminate life and is not amortized, but is testedfor impairment on an annual basis, or more frequently if events or changes in circumstances indicate that the asset might be impaired. The Company takes a qualitativeapproach to consider whether an impairment of goodwill exists prior to quantitatively determining the fair value of the reporting unit in step one of the impairment test.The Company did not record any impairment on its goodwill during 2015 or 2014.

Deferred Costs

Deferred costs consist of deferred financing costs, deferred acquisition costs, and deferred leasing costs. Deferred costs are presented net of accumulated amortization.

112

Weighted-Average

AmortizationPeriod 2016 2017 2018 2019 2020

In-place leases 9.3 $ 106,176 $ 90,761 $ 78,283 $ 65,466 $ 53,197

Total to be included in depreciation and amortization expense $ 106,176 $ 90,761 $ 78,283 $ 65,466 $ 53,197

Above-market lease assets 7.6 $ 15,714 $ 13,743 $ 12,122 $ 10,557 $ 8,126

Below-market lease liabilities 20.4 (16,676) (13,231) (12,927) (12,676) (12,409)

Total to be included in rental revenue $ (962) $ 512 $ (805) $ (2,119) $ (4,283)

Below-market ground rent 42.3 $ 127 $ 127 $ 127 $ 127 $ 127

Above-market ground rent 37.5 (94) (94) (94) (94) (94)

Total to be included in property operating expense $ 33 $ 33 $ 33 $ 33 $ 33

Gramercy Property Trust(F/K/A Chambers Street Properties)

Notes To Consolidated Financial Statements(Amounts in thousands, except share and per share data)

December 31, 2015

The Company’s deferred financing costs are comprised of various costs associated with the Company’s financing arrangements. These costs include commitment fees,issuance costs, and legal and other third-party costs associated with obtaining financing, as well as fees related to loans assumed as part of real estate acquisitions.Deferred financing costs are amortized on a straight-line or effective interest basis over the contractual terms of the respective agreements and the amortization is reflectedas interest expense. Unamortized deferred financing costs are expensed when the associated debt is refinanced or repaid before maturity. Costs incurred in seekingfinancing transactions that do not close are expensed in the period in which it is determined that the financing will not close.

The Company’s deferred acquisition costs consist primarily of lease inducement fees paid to secure acquisitions and are amortized on a straight-line basis over the related lease term as a reduction from rental revenue.

The Company’s deferred leasing costs include direct costs, such as lease commissions, incurred to initiate and renew operating leases and are amortized on a straight-line basis over the related lease term as a reduction from rental revenue.

Fair Value Measurements

At December 31, 2015 and December 31, 2014, the Company measured its Retained CDO Bonds, derivative instruments, and CBRE Strategic Partners Asia on arecurring basis. At December 31, 2015, the Company measured its real estate investments classified as held for sale at Merger closing on a non-recurring basis and at December 31, 2014, the Company had no assets or liabilities measured on a non-recurring basis. ASC 820-10, “Fair Value Measurements and Disclosures,” among other things, establishes a hierarchical disclosure framework associated with the level of pricing observability utilized in measuring financial instruments and other assets andliabilities at fair value. Considerable judgment is necessary to interpret market data and develop estimated fair values. Accordingly, fair values are not necessarilyindicative of the amounts the Company could realize on disposition of these assets and liabilities. Fair value is defined as the price that would be received to sell an assetor paid to transfer a liability in an orderly transaction between market participants at the measurement date, or an exit price. The level of pricing observability generallycorrelates to the degree of judgment utilized in measuring the fair value of financial instruments and other assets and liabilities. The investment manager of CBREStrategic Partners Asia, the Company’s unconsolidated equity investment described more in Note 6, applies valuation techniques for the Company’s investment carried at fair value based upon the application of the income approach, the direct market comparison approach, the replacement cost approach or third-party appraisals to the underlying assets held in the unconsolidated entity in determining the net asset value attributable to the Company’s ownership interest therein. The three broad levels defined are as follows:

Level I – This level is comprised of financial instruments and other assets and liabilities that have quoted prices that are available in liquid markets for identical assetsor liabilities.

Level II – This level is comprised of financial instruments and other assets and liabilities for which quoted prices are available but which are traded less frequently andinstruments that are measured at fair value using management’s judgment, where the inputs into the determination of fair value can be directly observed.

Level III – This level is comprised of financial instruments and other assets and liabilities that have little to no pricing observability as of the reported date. Thesefinancial instruments do not have active markets and are measured using management’s best estimate of fair value, where the inputs into the determination of fair valuerequire significant management judgment and assumptions. Instruments that are generally in this category include derivatives.

For a further discussion regarding fair value measurements see Note 11, “Fair Value Measurements.”

113

Gramercy Property Trust(F/K/A Chambers Street Properties)

Notes To Consolidated Financial Statements(Amounts in thousands, except share and per share data)

December 31, 2015

Revenue Recognition

Real Estate Investments

Rental revenue from leases on real estate investments is recognized on a straight-line basis over the term of the lease, regardless of when payments are contractuallydue. The excess of rental revenue recognized over the amounts contractually due according to the underlying leases are included in deferred revenue on the ConsolidatedBalance Sheets. For leases on properties that are under construction at the time of acquisition, the Company begins recognition of rental revenue upon completion ofconstruction of the leased asset and delivery of the leased asset to the tenant.

The Company’s lease agreements with tenants also generally contain provisions that require tenants to reimburse the Company for real estate taxes, insurance costs,common area maintenance costs, and other property-related expenses. Under lease arrangements in which the Company is the primary obligor for these expenses, suchamounts are recognized as both revenues and operating expenses for the Company. Under lease arrangements in which the tenant pays these expenses directly, suchamounts are not included in revenues or expenses. These reimbursement amounts are recognized in the period in which the related expenses are incurred.

The Company recognizes sales of real estate properties only upon closing. Payments received from purchasers prior to closing are recorded as deposits. Profit on realestate sold is recognized using the full accrual method upon closing when the collectability of the sale price is reasonably assured and the Company is not obligated toperform significant activities after the sale. Profit may be deferred in whole or part until the sale meets the requirements of profit recognition on sale of real estate.

Asset Management Business

The Company’s asset and property management agreements may contain provisions for fees related to dispositions, administration of the assets including fees relatedto accounting, valuation and legal services, and management of capital improvements or projects on the underlying assets. The Company recognizes revenue for feespursuant to its management agreements in the period in which they are earned. Management fees received prior to the date earned are included in deferred revenue on theConsolidated Balance Sheets.

Certain of the Company’s asset management contracts include provisions that may allow it to earn additional fees, generally described as incentive fees or profitparticipation interests, based on the achievement of a targeted valuation of the managed assets or the achievement of a certain internal rate of return on the managedassets. The Company recognizes incentive fees on its asset management contracts based upon the amount that would be due pursuant to the contract, if the contract wereterminated at the reporting date. If the contract may be terminated at will, revenue will only be recognized to the amount that would be due pursuant to that termination. Ifthe incentive fee is a fixed amount, only a proportionate share of revenue is recognized at the reporting date, with the remaining fees recognized on a straight-line basis over the measurement period. The values of incentive management fees are periodically evaluated by management.

The Company’s management agreement, or the Management Agreement, with KBS Acquisition Sub, LLC, or KBSAS, a wholly-owned subsidiary of KBS Real Estate Investment Trust, Inc., or KBS REIT, provides for a base management fee of $7,500 per year, payable monthly, plus the reimbursement of certain administrative andproperty related expenses. The Management Agreement is effective through December 31, 2016 with a one-year extension option through December 31, 2017, exercisableby KBSAS, and also provides incentive fees in the form of profit participation ranging from 10% – 30% of profits earned on sales.

114

Gramercy Property Trust(F/K/A Chambers Street Properties)

Notes To Consolidated Financial Statements(Amounts in thousands, except share and per share data)

December 31, 2015

Prior to December 1, 2013, the previous management agreement with KBSAS provided a base management fee of $9,000 per year, payable monthly, plus the reimbursement of all property related expenses paid, and an incentive fee, or the Threshold Value Profits Participation, in an amount equal to the greater of: (a) $3,500 or (b) 10% of the amount, if any, by which the portfolio equity value exceeds $375,000. The Threshold Value Profits Participation was capped at a maximum of $12,000. In the second quarter of 2013, after consideration of the termination provisions of the agreement and the sales of real estate assets through June 30, 2013, the Companyrecognized incentive fees of $5,700 related to the previous management agreement and, in December 2013, KBSAS paid $12,000 to the Company in satisfaction of the Company’s profit participation interest under the previous management agreement.

In December 2014, the Company assumed a Property and Asset Management Agreement, or the Gramercy Europe Asset Management Agreement, in connection withthe acquisition of ThreadGreen Europe Limited, which the Company subsequently renamed Gramercy Europe Asset Management. Gramercy Europe Asset Managementprovides property, asset management and advisory services to a portfolio of single-tenant industrial and office assets located in Germany and Finland as well as theGramercy European Property Fund.

For the years ended December 31, 2015, 2014, and 2013, the Company recognized incentive fees of $3,012, $1,136 and $10,223, respectively.

Investment and Other Income

Investment income consists primarily of income accretion on the Company’s Retained CDO Bonds, which are measured at fair value on a quarterly basis using adiscounted cash flow model. Other income includes interest income on servicing advances.

Rent Expense

Rent expense is recognized on a straight-line basis regardless of when payments are due. Accounts payable and accrued expenses in the accompanying ConsolidatedBalance Sheets as of December 31, 2015 and 2014 includes an accrual for rental expense recognized in excess of amounts due at that time. Rent expense related toleasehold interests is included in property operating expenses, and rent expense related to office rentals is included in general and administrative expense and propertymanagement expense.

Share-Based Compensation Plans

The Company has share-based compensation plans, described more fully in Note 13.

The Company accounts for share-based awards using the fair value recognition provisions. Awards of shares or restricted shares are expensed as compensation overthe benefit period and may require inputs that are highly subjective and require significant management judgment and analysis to develop. The Company assumes aforfeiture rate which impacts the amount of aggregate compensation cost recognized. In accordance with the provisions of the Company’s share-based compensation plans, the Company accepts the return of shares of the Company's common shares, at the current quoted market price to satisfy minimum statutory tax-withholding requirements related to shares that vested during the period. The Company also grants awards pursuant to its share-based compensation plans in the form of LTIP units, which are a class of limited partnership interests in the Gramercy Operating Partnership. As of December 31, 2015, 2014, and 2013, the Company had 684,199, 560,547and 541,296 weighted-average unvested restricted shares outstanding, respectively.

The Company uses the Black-Scholes option-pricing model to estimate the fair value of a stock option award. This model requires inputs such as expected term,expected volatility, and risk-free interest rate. These inputs are highly subjective and generally require significant analysis and judgment to develop. Compensation costfor stock options, if any, is recognized ratably over the vesting period of the award. The Company’s policy is to grant options with an exercise price equal to the quotedclosing market price of its stock on the business day preceding the grant date.

115

Gramercy Property Trust(F/K/A Chambers Street Properties)

Notes To Consolidated Financial Statements(Amounts in thousands, except share and per share data)

December 31, 2015

The fair value of each stock option granted is estimated on the date of grant for options issued to employees, and quarterly awards to non-employees, using the Black-Scholes option pricing model with the following weighted average assumptions for grants in 2015 and 2014.

Foreign Currency

Gramercy Europe Asset Management operates an asset and property management business in the United Kingdom. The Company owns one property located in the United Kingdom and has unconsolidated equity investments in Europe and Asia. The Company also has euro-denominated borrowings outstanding under the multi-currency portion of its revolving credit facility. Refer to Note 6 for more information on the Company’s foreign unconsolidated equity investments.

Translation

The Company has interests in the European Union and United Kingdom for which the functional currency is the euro and the British pound sterling, respectively. TheCompany performs the translation from the euro or the British pound sterling to the U.S. dollar for assets and liabilities using the exchange rates in effect at the balancesheet date and for revenue and expense accounts using a weighted-average exchange rate during the period. The Company reports the gains and losses resulting from suchtranslation as a component of other comprehensive income (loss). The Company recorded net translation losses of $594 and $48 for the years ended December 31, 2015and 2014, respectively. These translation gains and losses are reclassified to earnings when the Company has substantially exited from all investments in the relatedcurrency.

Transaction Gains or Losses

A transaction gain or loss realized upon settlement of a foreign currency transaction will be included in earnings for the period in which the transaction is settled.Foreign currency intercompany transactions that are scheduled for settlement are included in the determination of net income.

Intercompany foreign currency transactions of a long-term nature that do not have a planned or foreseeable future settlement date, in which the entities to thetransactions are consolidated or accounted for by the equity method in the Company’s financial statements, are not included in net income but are reported as a componentof other comprehensive income (loss).

Net realized gains or (losses) are recognized on foreign currency transactions in connection with the transfer of cash from or to foreign operations of subsidiaries orequity investments to the parent company. For the years ended December 31, 2015, 2014, and 2013, the Company recognized net realized foreign currency transactionlosses of $(23), $(16) and $0 on such transactions.

116

2015 2014

Dividend yield 5.63% 2.50%

Expected life of option 2.8 years 5.0 years

Risk-free interest rate 1.20% 1.81%

Expected stock price volatility 25.54% 41.00%

Gramercy Property Trust(F/K/A Chambers Street Properties)

Notes To Consolidated Financial Statements(Amounts in thousands, except share and per share data)

December 31, 2015

Derivative and Hedging Instruments

In the normal course of business, the Company is exposed to the effect of interest rate changes and foreign exchange rate changes. The Company limits these risks byfollowing established risk management policies and procedures including the use of derivatives and net investment hedges. The Company uses a variety of derivativeinstruments to manage, or hedge, interest rate risk. The Company enters into hedging and derivative instruments that will be maximally effective in reducing the interestrate risk and foreign currency exchange rate risk exposure that they are designated to hedge. This effectiveness is essential for qualifying for hedge accounting.Instruments that meet these hedging criteria are formally designated as hedges at the inception of the derivative contract. The Company uses a variety of commonly usedderivative products that are considered “plain vanilla” derivatives. These derivatives typically include interest rate swaps, caps, collars and floors, as well as netinvestment hedges. The Company expressly prohibits the use of unconventional derivative instruments and using derivative instruments for trading or speculativepurposes. Further, the Company has a policy of only entering into contracts with major financial institutions based upon their credit ratings and other factors.

The Company recognizes all derivatives on the Consolidated Balance Sheets at fair value. Derivatives that are not hedges must be adjusted to fair value throughincome. If a derivative is a hedge, depending on the nature of the hedge, changes in the fair value of the derivative will either be offset against the change in fair value ofthe hedged asset, liability or firm commitment through earnings, or recognized in other comprehensive income until the hedged item is recognized in earnings. Theineffective portion of a derivative’s change in fair value will be immediately recognized in earnings. Derivative accounting may increase or decrease reported net incomeand shareholders’ equity prospectively, depending on future levels of the London Interbank Offered Rate, or LIBOR, swap spreads and other variables affecting the fairvalues of derivative instruments and hedged items, but will have no effect on cash flows, provided the contract is carried through to full term.

In October 2013, the Company entered into contingent value rights agreements, or CVR Agreements, in connection with the private placement of equity. Pursuant toeach CVR Agreement, the Company issued to each purchaser the number of contingent value rights, or CVRs, equal to the number of common stock purchased. TheCVRs were not designated as hedge instruments. The CVRs did not qualify, nor did the Company intend for these instruments to qualify, as hedging instruments. OnMarch 25, 2014, the CVR Agreements expired with no value.

In March 2014, the Company issued 3.75% unsecured exchangeable senior notes, or the Exchangeable Senior Notes, which are exchangeable, under certaincircumstances, for cash, for common shares or for a combination of cash and common shares, in accordance with the terms of the Exchangeable Senior Notes, asdescribed in Note 7. The embedded exchange option value of the Exchangeable Senior Notes was originally recorded as a derivative at March 31, 2014, pursuant toNYSE share-settlement limitations, however, the exchange option was revalued as of June 26, 2014, when the appropriate shareholder approvals were obtained for share-settlement, and the exchange option value was recorded as additional paid-in-capital. The exchange option does not qualify, nor did the Company intend for it to qualify,as a hedging instrument.

Refer to Note 12 for more information on the effect of the Company’s derivative instruments on its financial statements.

Other Assets

The Company makes payments for certain expenses such as insurance and property taxes in advance of the period in which it receives the benefit. These payments areclassified as other assets and amortized over the respective period of benefit relating to the contractual arrangement. Other assets also includes deposits related to pendingacquisitions and financing arrangements, as required by a seller or lender, respectively. Costs prepaid in connection with securing financing for a property are reclassifiedinto deferred financing costs at the time the transaction is completed.

117

Gramercy Property Trust(F/K/A Chambers Street Properties)

Notes To Consolidated Financial Statements(Amounts in thousands, except share and per share data)

December 31, 2015

The Company capitalizes its costs of software purchased for internal use and once the software is placed into service, the costs are amortized into expense on astraight-line basis over the assets' estimated useful life, which is generally three years. During the years ended December 31, 2015 and 2014, the Company had $769 and $948 of unamortized computer software costs, respectively. The Company recorded amortization expense of $600, $486, and $0 on capitalized software costs during the years ended December 31, 2015, 2014, and 2013, respectively.

The following table provides the weighted-average amortization period as of December 31, 2015 for capitalized software and the projected amortization expense forthe next five years.

Contracts assumed by the Company pursuant to a business combination, such as asset or property management contracts, are recorded at fair value at the time ofacquisition. The Company determines the fair value of the contract intangible using a discounted cash flow analysis that considers the future cash flows projected from thecontract as well as the term of the contract and any renewal or termination provisions. The present value calculation utilizes a discount rate that reflects the risksassociated with the contract acquired. The value of the contract intangible is amortized on a straight-line basis over the expected remaining useful term of the contract. Ifthe contract is terminated prior to its contractual expiration and no future payments will be received, any unamortized balance of the contract intangible would be writtenoff to property management expense. For the years ended December 31, 2015 and 2014, the Company had $113 and $480 of unamortized contract intangible assets, respectively. The Company recorded $47, $0 and $0 amortization expense on contract intangible assets during the years ended December 31, 2015, 2014, and 2013, respectively. Contract intangibles are recorded in other assets on the Company’s Consolidated Balance Sheets.

The following table provides the weighted-average amortization periods as of December 31, 2015 for contract intangible assets and the projected amortization expensefor the next five years.

Servicing Advances Receivable

Servicing advances receivable is comprised of the accrual for the reimbursement of servicing advances recognized as part of the disposal of Gramercy Finance inMarch 2013. The accrual for reimbursement of servicing advances incurred while the Company was the collateral manager of the CDOs includes expenses such as legalfees and other professional fees. These reimbursement proceeds will be realized when the related assets within the CDOs are liquidated. Recovery of servicing advances isrecognized in other income on the Company's Statements of Operations. The Company has no control over the timing of the resolution of the related assets, however, theCompany earns accrued interest at the prime rate for the time that these reimbursements are outstanding. For the years ended December 31, 2015 and December 31, 2014, the Company received reimbursements of $0 and $7,428, respectively. As of December 31, 2015 and December 31, 2014, the servicing advances receivable is $1,382 and $1,485, respectively.

118

Weighted-Average

AmortizationPeriod 2016 2017 2018 2019 2020

Capitalized software costs 1.5 $ 591 $ 144 $ 34 $ — $ —

Total to be included in depreciation and amortization expense $ 591 $ 144 $ 34 $ — $ —

Weighted-Average

AmortizationPeriod 2015 2016 2017 2018 2019

Contract intangible asset 2.5 $ 45 $ 45 $ 23 $ — $ —

Total to be included in property management expense $ 45 $ 45 $ 23 $ — $ —

Gramercy Property Trust(F/K/A Chambers Street Properties)

Notes To Consolidated Financial Statements(Amounts in thousands, except share and per share data)

December 31, 2015

The Company reviews the servicing advances receivable on a quarterly basis and determines collectability by reviewing the expected resolution and timing of theunderlying assets of the CDOs. As of December 31, 2015, the Company has reviewed the outstanding servicing advances and has determined that all amounts arecollectible.

Retained CDO Bonds

The Retained CDO Bonds are non-investment grade subordinate bonds, preferred shares and ordinary shares of three CDOs, which the Company recognized at fairvalue and retained in March 2013 subsequent to the disposal of Gramercy Finance. Management estimated the timing and amount of cash flows expected to be collectedand recognized an investment in the Retained CDO Bonds equal to the net present value of these discounted cash flows. There is no guarantee that the Company willrealize any proceeds from this investment, or what the timing will be for the expected remaining life of the Retained CDO Bonds. The Company considers theseinvestments to be not of high credit quality and does not expect a full recovery of interest and principal. Therefore, the Company has suspended interest income accrualson these investments. On a quarterly basis, the Company evaluates the Retained CDO Bonds to determine whether significant changes in estimated cash flows orunrealized losses on these investments, if any, reflect a decline in value which is other-than-temporary. If there is a decrease in estimated cash flows and the investment isin an unrealized loss position, the Company will record an other-than-temporary impairment in the Consolidated Statements of Operations. To determine the componentof the other-than-temporary impairment related to expected credit losses, the Company compares the amortized cost basis of the Retained CDO Bonds to the present valueof the revised expected cash flows, discounted using the pre-impairment yield. Conversely, if the security is in an unrealized gain position and there is a decrease or significant increase in expected cash flows, the Company will prospectively adjust the yield using the effective yield method. Refer to Note 11 for further discussion regarding the fair value measurement of the Retained CDO Bonds. For the years ended December 31, 2015, 2014, and 2013, the Company recognized other-than-temporary impairment, or OTTI, of $0, $4,816, and $2,002 respectively, on its Retained CDO Bonds.

A summary of the Company’s Retained CDO Bonds as of December 31, 2015 is as follows:

119

DescriptionNumber ofSecurities

FaceValue

AmortizedCost

GrossUnrealizedGain (Loss)

Other-than-temporaryimpairment

FairValue

WeightedAverageExpected

Life

Available for Sale, Non-investment Grade:

Retained CDO Bonds 9 $ 374,576 $ 6,461 $ 1,010 $ — $ 7,471 2.8 years

Total 9 $ 374,576 $ 6,461 $ 1,010 $ — $ 7,471 2.8 years

Gramercy Property Trust(F/K/A Chambers Street Properties)

Notes To Consolidated Financial Statements(Amounts in thousands, except share and per share data)

December 31, 2015

The following table summarizes the activity related to credit losses on the Retained CDO Bonds for the year ended December 31, 2015:

The following table summarizes the activity related to credit losses on the Retained CDO Bonds for the year ended December 31, 2014:

120

Balance as of December 31, 2014 of credit losses on Retained CDO Bonds for which a portion of an OTTI was recognized in other comprehensive income $ 6,818

Additions to credit losses:

On Retained CDO Bonds for which an OTTI was not previously recognized —

On Retained CDO Bonds for which an OTTI was previously recognized and a portion of an OTTI was recognized in other comprehensive income —

On Retained CDO Bonds for which an OTTI was previously recognized without any portion of OTTI recognized in other comprehensive income —

Reduction for credit losses:

On Retained CDO Bonds for which no OTTI was recognized in othercomprehensive income at current measurement date —

On Retained CDO Bonds sold during the period —

On Retained CDO Bonds charged off during the period —

For increases in cash flows expected to be collected that are recognized over the remaining life of the Retained CDO Bonds (3,622)

Balance as of December 31, 2015 of credit losses on Retained CDO Bonds for which a portion of an OTTI was recognized in other comprehensive income $ 3,196

Balance as of December 31, 2013 of credit losses on Retained CDO Bonds for which a portion of an OTTI was recognized in other comprehensive income $ 2,002

Additions to credit losses:

On Retained CDO Bonds for which an OTTI was not previously recognized —

On Retained CDO Bonds for which an OTTI was previously recognized and a portion of an OTTI was recognized in other comprehensive income 4,816

On Retained CDO Bonds for which an OTTI was previously recognized without any portion of OTTI recognized in other comprehensive income —

Reduction for credit losses:

On Retained CDO Bonds for which no OTTI was recognized in othercomprehensive income at current measurement date —

On Retained CDO Bonds sold during the period —

On Retained CDO Bonds charged off during the period —

For increases in cash flows expected to be collected that are recognized over the remaining life of the Retained CDO Bonds —

Balance as of December 31, 2014 of credit losses on Retained CDO Bonds for which a portion of an OTTI was recognized in other comprehensive income $ 6,818

Gramercy Property Trust(F/K/A Chambers Street Properties)

Notes To Consolidated Financial Statements(Amounts in thousands, except share and per share data)

December 31, 2015

Income Taxes

The Company elected to be taxed as a REIT, under Sections 856 through 860 of the Internal Revenue Code, beginning with its taxable year ended December 31, 2004.To qualify as a REIT, the Company must meet certain organizational and operational requirements, including a requirement to distribute at least 90% of its ordinarytaxable income, to shareholders. As a REIT, the Company generally will not be subject to U.S. federal income tax on taxable income that the Company distributes to itsshareholders. If the Company fails to qualify as a REIT in any taxable year, it will then be subject to U.S. federal income taxes on taxable income at regular corporaterates and will not be permitted to qualify for treatment as a REIT for U.S. federal income tax purposes for four years following the year during which qualification is lostunless the Internal Revenue Service grants the Company relief under certain statutory provisions. Such an event could materially adversely affect the Company’s net income and net cash available for distributions to shareholders. However, the Company believes that it will be organized and will operate in such a manner as to qualifyfor treatment as a REIT and the Company intends to operate in the foreseeable future in such a manner so that it will qualify as a REIT for U.S. federal income taxpurposes. The Company is subject to certain state and local taxes. The Company’s TRSs are subject to federal, state and local taxes.

For the years ended December 31, 2015, 2014, and 2013, the Company recorded $2,153, $809, and $8,908 of income tax expense, including $0, $0, and $2,515 within discontinued operations, respectively. Tax expense for each year is comprised of federal, state, local, and foreign taxes. Income taxes, primarily related to the Company’s TRSs, are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable todifferences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and operating loss carryforwards. Deferred taxassets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. A valuationallowance is provided if the Company believes it is more likely than not that all or a portion of a deferred tax asset will not be realized. Any increase or decrease in avaluation allowance is included in the tax provision when such a change occurs.

The Company’s policy for interest and penalties, if any, on material uncertain tax positions recognized in the financial statements is to classify these as interestexpense and operating expense, respectively. As of December 31, 2015, 2014, and 2013, the Company did not incur any material interest or penalties.

Earnings Per Share

The Company presents both basic and diluted earnings per share, or EPS. Basic EPS excludes dilution and is computed by dividing net income available to commonshareholders by the weighted average number of common shares outstanding during the period. The Company has adopted the two-class computation method, and thus includes all participating securities in the computation of basic shares for the periods in which the Company has net income available to common shareholders. A participating security is defined as an unvested share-based payment award containing non-forfeitable rights to dividends regardless of whether or not the awardsultimately vest or expire. As the Company has the intent and ability to settle the debt component of the Exchangeable Senior Notes in cash and the excess conversionpremium in shares, the Company only includes the effect of the excess conversion premium in the calculation of diluted shares. Net losses are not allocated toparticipating securities unless the holder has a contractual obligation to share in the losses. Diluted EPS reflects the potential dilution that could occur if securities or othercontracts to issue common shares were exercised or converted into common shares, as long as their inclusion would not be anti-dilutive.

Concentrations of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash investments, debt investments and accountsreceivable. The Company places its cash investments in excess of insured amounts with high quality financial institutions.

121

Gramercy Property Trust(F/K/A Chambers Street Properties)

Notes To Consolidated Financial Statements(Amounts in thousands, except share and per share data)

December 31, 2015

Concentrations of credit risk also arise when a number of the Company’s tenants or asset management clients are engaged in similar business activities or are subjectto similar economic risks or conditions that could cause their inability to meet contractual obligations to the Company. The Company regularly monitors its portfolio toassess potential concentrations of credit risk. Management believes the current credit risk portfolio is reasonably well diversified. One asset management client, KBS,accounted for 84%, 78%, and 73% of the Company’s management fee income for the years ended December 31, 2015, 2014, and 2013, respectively. One tenant accounted for 24%, 29% and 24% of the Company’s rental revenue for the years ended December 31, 2015, 2014, and 2013 respectively. Additionally, for the year ended December 31, 2015, there were three states, California, Florida and Texas, that each accounted for 10% or more of the Company’s rental revenue.

Use of Estimates

The preparation of financial statements in conformity with Generally Accepted Accounting Principles, or GAAP, requires management to make estimates andassumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Recently Issued Accounting Pronouncements

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, which creates a new Topic ASC 606, Revenue from Contracts withCustomers. The core principle of the new guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in anamount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Additionally, the guidance requires improveddisclosures to help users of financial statements better understand the nature, amount, timing and uncertainty of revenue that is recognized. The update was originallyeffective for fiscal years, and interim periods within those years, beginning after December 15, 2016, with early adoption not permitted. In August 2015, the FASB issuedASU 2015-14, Revenue from Contracts with Customers, which defers the effective date of Update 2014-09, making it effective for fiscal years, and interim periods withinthose years, beginning after December 15, 2017, with early adoption only permitted as of annual reporting periods beginning after December 15, 2016, including interimreporting periods within that reporting period. The Company will appropriately adopt and apply the guidance retrospectively for its fiscal year ended December 31, 2018and the interim periods within that year. The Company is currently evaluating the guidance to determine the impact it may have on its Consolidated Financial Statements.

In February 2015, the FASB issued ASU 2015-02, Amendments to the Consolidation Analysis, which amends the current consolidation guidance, includingintroducing a separate consolidation analysis specific to limited partnerships and other similar entities. Under this analysis, limited partnerships and other similar entitieswill be considered a VIE unless the limited partners hold substantive kick-out rights or participating rights. The guidance is effective for annual and interim periodsbeginning after December 15, 2015, with early adoption permitted. The Company has not elected early adoption and expects the new guidance will not have a materialimpact on its Consolidated Financial Statements.

In April 2015, the FASB issued ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs, which serves to simplify the presentation of debt issuance costs ina company’s financial statements. The amendments in the update require that debt issuance costs related to a recognized debt liability be presented in the balance sheet asa direct deduction from the carrying amount of that liability. The update is effective for annual and interim periods beginning after December 15, 2015, with earlyadoption permitted. In August 2015, the FASB issued ASU 2015-15, Interest – Imputation of Interest, which allows an entity to present the debt issuance costs from aline-of-credit arrangement as an asset. The Company has not elected early adoption of the amendments in the updates and expects that the new guidance will not have amaterial impact on its Consolidated Financial Statements.

In April 2015, the FASB issued ASU 2015-05, Intangibles – Goodwill and Other – Internal-Use Software: Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement. The update requires companies to account for the software license element of a cloud computing arrangement consistent with the acquisition of othersoftware licenses and other licenses of intangible assets. The update is effective for annual and interim periods beginning after December 15, 2015, with early adoptionpermitted. The Company has not elected early adoption and expects that the new guidance will not have a material impact on its Consolidated Financial Statements.

122

Gramercy Property Trust(F/K/A Chambers Street Properties)

Notes To Consolidated Financial Statements(Amounts in thousands, except share and per share data)

December 31, 2015

In September 2015, the FASB issued ASU 2015-16, Business Combinations: Simplifying the Accounting for Measurement-Period Adjustments. The amendments in the update require an acquirer in a business combination to recognize adjustments to estimated amounts identified during the measurement period in the reporting periodin which the purchase price allocation is finalized. The acquirer must record the effect of the adjustments on earnings as if the final allocation of assets and liabilities hadbeen accounted for since the acquisition date and disclose the amounts recorded in each line item of current-period earnings that would have been recorded in previous periods if the adjustments had been recognized as of the acquisition date. The update is effective for fiscal years beginning after December 15, 2015, including interimperiods within those fiscal years, with early adoption permitted for financial statements that have not been issued. The Company elected to early adopt the guidance in thethird quarter of 2015. Adoption did not have a material effect on the Company’s Consolidated Financial Statements.

In January 2016, the FASB issued ASU No. 2016-01, "Recognition and Measurement of Financial Assets and Financial Liabilities," which amends the measurement,presentation and disclosure of changes in the fair value of financial liabilities measured under the fair value option that are attributable to a company's own credit. Underthe updated guidance, changes in instrument-specific credit risk for financial liabilities measured under the fair value option must be recorded in other comprehensiveincome. The update also requires fair value measurement for equity investments that do not result in consolidation and are not accounted for under the equity method to bemeasured at fair value with any changes in fair value recognized in net income and it eliminates the requirement to disclose the methods and significant assumptions usedto estimate the fair value of financial instruments measured at amortized cost. The guidance in the ASU is effective for fiscal years beginning after December 15, 2017,including interim periods within those fiscal years, with early adoption permitted only for certain provisions of the update. Any adjustment as a result of the adoption ofthis standard will be recorded as a cumulative-effect adjustment to beginning retained earnings as of the first period in which the guidance is adopted. The Company iscurrently evaluating what impact this update will have on the consolidated financial statements.

In February 2016, the FASB issued ASU 2016-02, ‘‘Leases,’’ which amends the existing accounting standards for lease accounting, including requiring lessees torecognize most leases on their balance sheets and making targeted changes to lessor accounting. The update will be effective beginning in the first quarter of 2019 andearly adoption is permitted. The new standard requires a modified retrospective transition approach for all leases existing at, or entered into after, the date of initialapplication, with an option to use certain transition relief. The Company is currently evaluating the impact of adopting the new leases standard on its ConsolidatedFinancial Statements.

3. Merger with Chambers

On December 17, 2015, the Company completed the combination of Chambers Street Properties, a Maryland real estate investment trust, or Chambers, and GramercyProperty Trust Inc., a Maryland corporation, or Legacy Gramercy, through a transaction in which Legacy Gramercy merged with and into a subsidiary of Chambers, orthe Merger. In connection with the Merger, Chambers was renamed Gramercy Property Trust, began trading on the NYSE under the "GPT" ticker symbol and theexecutive team of Legacy Gramercy began managing the surviving legal entity. In accordance with ASC 805, Business Combinations, the Merger is accounted for as areverse acquisition. Consequently, even though Chambers was the legal acquirer in the Merger for certain legal and regulatory matters, Gramercy Property Trust Inc. wasdeemed the "accounting acquirer" in the Merger for purposes of the financial information set forth herein. The strongest factors supporting Legacy Gramercy as theaccounting acquirer are the continuation of Legacy Gramercy’s senior management, operational structure, surviving brand, name, and ticker symbol in the Company.Other factors that support Legacy Gramercy as the accounting acquirer include the composition of the Company's board of trustees following the Merger and the fact thatthe transaction was initiated by an unsolicited inbound proposal that Legacy Gramercy submitted to the board of Chambers. With the Merger, the Company added 104wholly-owned properties and 27 properties owned in unconsolidated equity investments.

At the effective time of the Merger, each share of common stock, par value $0.001 per share, of Legacy Gramercy, issued and outstanding immediately prior to theeffective time of the Merger on December 17, 2015 was canceled and converted into the right to receive 3.1898 common shares, par value $0.01 per share, of the Company.

123

Gramercy Property Trust(F/K/A Chambers Street Properties)

Notes To Consolidated Financial Statements(Amounts in thousands, except share and per share data)

December 31, 2015

Because the Merger is accounted for as a reverse acquisition, consideration for the Merger is computed as if Legacy Gramercy had issued its equity interests toChambers shareholders. The consideration transferred was computed by multiplying Legacy Gramercy’s closing stock price of $24.63 on December 17, 2015 by the number of Chambers shares of common stock outstanding at the close of the Merger divided by the Merger Agreement exchange ratio, or 3.1898.

Consideration is calculated below as of the December 17, 2015 closing date:

The Company is in the process of completing the allocation of the purchase price for the Merger, which the Company expects to finalize later this year. The followingtable summarizes the preliminary purchase price allocation, which represents the current best estimate of acquisition date fair values of the assets acquired and liabilitiesassumed:

The final allocation of the purchase price will be based on the Company's assessment of the fair value of the acquired assets and liabilities, as summarized below. Thefinal purchase price allocation may differ significantly from the estimates above.

124

Chambers common shares outstanding as of December 17, 2015 236,710,763

Exchange ratio 3.1898

Implied Legacy Gramercy common stock issued in consideration 74,208,654

Legacy Gramercy common stock share price as of December 17, 2015 $ 24.63

Value of implied Legacy Gramercy common stock issued in consideration $ 1,827,759

Fair value of stock awards included in consideration$ 1,482

Total Consideration$ 1,829,241

Assets

Investments:

Real estate investments:

Land $ 261,514

Buildings and improvements 1,646,157

Net investments 1,907,671

Cash and cash equivalents 24,687

Restricted cash 8,990

Unconsolidated equity investments 558,887

Tenant and other receivables, net 10,885

Acquired lease assets 387,988

Deferred costs and other assets 5,002

Assets held for sale $ 421,093

Total assets $ 3,325,203

Liabilities

Revolving credit facilities and term loans $ 860,000

Mortgage notes payable 216,754

Below-market lease liabilities 40,593

Accounts payable, accrued expenses, and other liabilities 87,434

Liabilities related to assets held for sale 291,181

Total liabilities $ 1,495,962

Estimated fair value of net assets acquired $ 1,829,241

Gramercy Property Trust(F/K/A Chambers Street Properties)

Notes To Consolidated Financial Statements(Amounts in thousands, except share and per share data)

December 31, 2015

Real estate investments and lease intangibles

The fair value of real estate investments and lease intangibles is calculated in accordance with the Company’s approach for business combinations as described in Note 2. Key assumptions include capitalization and discount rates. If a property is expected to be sold in the near term, the fair value of the real estate is based on third-party appraisals, letters of intent, or purchase and sales agreements. The valuations are based, in part, on valuations prepared by an independent valuation firm. Total leaseintangibles acquired had a weighted-average remaining amortization period of 8.3 years. Included in lease intangibles are in-place leases, above market leases, and below market leases which, upon acquisition, had weighted-average remaining amortization periods of 7.7 years, 7.1 years, and 15.3 years, respectively.

Investments in unconsolidated equity investments

The Company estimated the fair value of investments in unconsolidated equity investments by fair valuing the assets and liabilities of the entities using similarvaluation methods as those used for consolidated assets and liabilities. The Company multiplied the net equity in the entities by its ownership percentage to estimate thefair value of its investment.

Debt

The fair value of debt is estimated based on contractual future cash flows discounted using borrowing spreads and market interest rates that would be available to theCompany for the issuance of debt with similar terms and remaining maturities.

Other liabilities

In connection with the Merger, the Company has determined that there is a risk it will have to pay future amounts to tenants related to open operating expensereimbursement audits. The Company has estimated a range of loss to be $1,000 to $6,000 and determined that its best estimate of loss is $1,000, which has been accrued and is included in other liabilities as of December 31, 2015. The Company has determined that there is a reasonable possibility that a loss may be incurred in excess of$1,000.

Merger-related expenses

In connection with the Merger, the Company has incurred significant transaction, employee transition, administrative, and integration costs. These costs includeadvisory fees, legal, tax, accounting and valuation fees, termination and severance costs for terminated and transitional employees, and other integration costs. These costsare expensed as incurred. The costs that were obligations of Chambers and expensed pre-Merger are not included in the Company's Consolidated Financial Statements.The following is a breakdown of the costs incurred during the year ended December 31, 2015 related to the Merger:

The actual results for the year ended December 31, 2015 include total revenues and net income attributable to common shareholders of $10,299 and $2,246, respectively, including $2,121 and $745, respectively, in discontinued operations, subsequent to the close of the Merger on December 17, 2015 through December 31,2015.

125

Transaction costs $ 29,244

Termination, severance and transitional employee costs 17,550

Compliance and administrative costs 5,567

Integration costs 2,584

Total merger-related costs $ 54,945

Gramercy Property Trust(F/K/A Chambers Street Properties)

Notes To Consolidated Financial Statements(Amounts in thousands, except share and per share data)

December 31, 2015

Pro forma information

The following unaudited pro forma information presents the Company’s operating results as though the Merger had been consummated as of January 1, 2013. The proforma information does not necessarily reflect the actual results of operations had the Merger been consummated at the beginning of the period indicated nor is itnecessarily indicative of future results. Additionally, the unaudited pro forma condensed consolidated financial statements do not include the impact of all the potentialsynergies that may be achieved from the Merger or any strategies that the Company’s management may consider in order to continue to efficiently manage the on-going operations of the Company.

4. Dispositions and Assets Held for Sale

Real Estate Dispositions

During the year ended December 31, 2015, the Company sold seven properties, including sale of 50% of its interest in one property. During the years ended December 31, 2014 and 2013, the Company did not sell any properties. The seven properties sold in 2015 include six office properties which comprised an aggregate of 254,927square feet and one specialty retail asset which comprised 143,286 square feet. The Company received gross proceeds of $89,919 from the seven sales during the year ended December 31, 2015. Included in these sales is the Company's sale of 50% of its interest in an office property located in Morristown, New Jersey, which comprised41,861 square feet, and generated gross proceeds of $2,600. See Note 6 for more information on the sale of the 50% interest in the Morristown, New Jersey property. The Company recognized $1,195 in gains on disposals during the year ended December 31, 2015. The Company recognized impairments of $356 during the year ended December 31, 2015, which are included within net gains on disposals on the Company’s Consolidated Statement of Operations. Four of the property sales in 2015 were structured as like-kind exchanges within the meaning of Section 1031 of the Internal Revenue Code. As a result of the sales, the Company deposited $14,619 of the total sales proceeds into an Internal Revenue Code Section 1031 exchange escrow account with a qualified intermediary. The Company then used the funds as consideration forthree property acquisitions during the year ended December 31, 2015. The properties sold during the periods presented were not included in discontinued operations asthey did not meet the definition of discontinued operations.

Assets Held for Sale

The Company separately classifies properties held for sale in the Consolidated Balance Sheets and Consolidated Statements of Operations. The Company had sixassets classified as held for sale as of December 31, 2015 with total net asset value of $129,121, which consist of six assets assumed in the Merger that were designated asheld for sale at the time of Merger closing. The Company had no assets held for sale as of December 31, 2014. In the normal course of business the Company identifiesnon-strategic assets for sale. Changes in the market may compel the Company to decide to classify a property held for sale or classify a property that was designated asheld for sale back to held for investment. During the years ended December 31, 2015 and 2014, the Company did not reclassify any properties previously identified asheld for sale to held for investment.

In December 2013, the Company entered into an agreement with a noncontrolling interest related to a sold property to dissolve a legal entity resulting in a gain to theCompany of $611.

126

Year ended December 31,

2015(1) 2014 2013

Total revenues $ 446,407 $ 325,253 $ 274,017

Income from continuing operations $ 42,906 $ 95,088 $ 31,723

(1) Pro forma net income for the year ended December 31, 2015 is adjusted for the $54,945 of Merger costs incurred in 2015 because they represent significant, non-recurring costs that were directly attributable to the Company’s Merger with Chambers Street. Merger costs consist primarily of transaction costs, such as legal andadvisory fees, employee-related costs, compliance and administrative costs, and integration costs.

Gramercy Property Trust(F/K/A Chambers Street Properties)

Notes To Consolidated Financial Statements(Amounts in thousands, except share and per share data)

December 31, 2015

The following table summarizes the assets held for sale and liabilities related to the assets held for sale as of December 31, 2015:

Discontinued Operations

The following operating results for Gramercy Finance, the assets previously sold and the assets that were assumed in the Merger and simultaneously designated as heldfor sale for the years ended December 31, 2015, 2014, and 2013 are included in discontinued operations for all periods presented:

127

Assets held for sale

Real estate investments $ 348,582

Acquired lease assets 61,804

Other assets 10,099

Total assets 420,485

Liabilities related to assets held for sale

Mortgage notes payable, net 260,704

Below-market lease liabilities 16,518

Other liabilities 14,142

Total liabilities 291,364

Net assets held for sale $ 129,121

Year Ended December 31,

2015 2014 2013

Operating Results:

Revenues $ 2,052 $ 368 $ 33,352

Operating expenses (290) (267) (4,063)

General and administrative expense(1) (384) (625) (6,524)

Interest expense (503) — (14,654)

Depreciation and amortization — — (15)

Loans held for sale and CMBS OTTI — — (7,641)

Provision for loan losses — — —

Expense reimbursements(2) — — 5,406

Equity in net income from joint venture — — (804)

Net income (loss) from operations 875 (524) 5,057

Loss on sale of joint venture interests to a director related entity — — 1,317

Net gains from disposals — — 389,140

Provision for taxes — — (2,515)

Net income (loss) from discontinued operations $ 875 $ (524) $ 392,999

(1) Accrual for the Transfer Tax Assessments on the Company’s sale of a 45% joint venture interest in the leased fee of the 2 Herald Square property is included ingeneral and administrative in 2013. For more information see Note 16.

(2) In the first quarter of 2013, the Company received reimbursements for enforcement costs of $5,406 incurred on the behalf of a pari-passu lender for one loan held by the CDOs, which the Company incurred in prior years. The Company fully reserved for these costs when incurred due to the uncertainty of recovery.

Gramercy Property Trust(F/K/A Chambers Street Properties)

Notes To Consolidated Financial Statements(Amounts in thousands, except share and per share data)

December 31, 2015

Discontinued operations have not been segregated in the Consolidated Statements of Cash Flows. The table below presents additional relevant information pertainingto results of discontinued operations for the years ended December 31, 2015, 2014, and 2013, including depreciation, amortization, capital expenditures, and significantoperating and investing noncash items:

Gramercy Finance Segment

On March 15, 2013, the Company disposed of Gramercy Finance and exited the commercial real estate finance business. The Company reclassified the results ofoperations of Gramercy Finance in discontinued operations for the years ended December 31, 2015, 2014, and 2013. In 2013, the Company recognized a gain of $389,140in discontinued operations related to the disposal. The gain was calculated based upon the difference between the proceeds received of $6,291, after expenses, the fair value of the Retained CDO Bonds of $8,492, the accrual for the reimbursement of past servicing advances paid plus accrued interest of $14,529 and the net difference of the carrying value of the liabilities and the assets of Gramercy Finance of $(421,911) as of the date of disposal, March 15, 2013.

The basis of the assets and liabilities of Gramercy Finance were derecognized as follows:

For a further discussion regarding fair values measurements see Note 11.

128

Year Ended December 31,

2015 2014 2013

Depreciation expense $ — $ — $ 15

Amortization expense — — (8,505)

Capital expenditures — — —

Significant operating noncash items (273) — (382,637)

Significant investing noncash items 131,358 — —

Increase (decrease) in cash and cash equivalents related to foreign currency translation 121 — —

Total $ 131,206 $ — $ (391,127)

• Loans and other lending investments were derecognized at the lower of cost or market value as of the date of disposal. The fair value of the loans was measuredby an internally developed model which considered the price that a third-party would pay to assume the loans and other lending investments at the disposal date;

• Commercial mortgage-backed securities, or CMBS, investments were derecognized at fair value as of the date of disposal. For CMBS investments in anunrealized loss position, the Company recognized an other-than-temporary impairment equal to the entire difference between the investment’s amortized cost basis and its fair value at the date of disposal which is included in net income from discontinued operations. For CMBS investments in an unrealized gainposition as of the date of disposal, the Company recorded the unrealized gains as a component of accumulated other comprehensive income (loss) inshareholders’ equity;

• Derivative instruments were derecognized at fair value as of March 15, 2013. The derivatives were not terminated, but instead were transferred with the CDOs;and,

• The non-recourse CDOs were derecognized at carrying value, which represents the full amount of outstanding liabilities issued by the CDO trusts.

Gramercy Property Trust(F/K/A Chambers Street Properties)

Notes To Consolidated Financial Statements(Amounts in thousands, except share and per share data)

December 31, 2015

The Company recognized other assets and other receivables retained in the disposal of Gramercy Finance and previously eliminated in consolidation as follows:

Available for Sale CMBS Investments

On the date of disposal, March 15, 2013, the Company marked all CMBS to fair value and then recognized an other-than-temporary impairment of $84,690 for all CMBS in an unrealized loss position equal to the entire difference between the amortized cost basis and the fair value, before deconsolidating the Company’s portfolio of CMBS. The Company recorded the unrealized gain portion of CMBS equal to the excess of the fair value over the amortized cost as a component of accumulated othercomprehensive income (loss) in shareholders’ equity (deficit) before deconsolidation.

Investments in Unconsolidated Equity Investments

In January 2013, the Company’s Gramercy Finance segment sold the 10.6% interest in a joint venture of an office portfolio located in Southern California to anaffiliate of SL Green for proceeds of $8,275 and recorded a gain on disposition to a director related entity of $1,317.

5. Real Estate Investments

The Company classifies its properties into one of the following —categories based on the characteristics of the property and the following definitions ofclassifications:

129

• Retained CDO Bonds were recognized at the present value of cash flows expected to be collected, which is based upon management’s assumptions and judgments regarding the resolution of the underlying assets; and,

• The accrual for reimbursement of past servicing advances is based upon actual expenses incurred by the Company plus accrued interest at the prime rate for thetime from which the expenses were incurred through March 15, 2013.

(1) Office — A commercial property utilized for professional activities. Examples include generic office properties, call centers, retail bank branches or operationcenters.

(2) Industrial — A commercial property used for general industrial activities such as production, manufacturing, assembly, warehousing, storage, distribution, andtruck terminals.

(3) Specialty Industrial — An improved land site that allows a tenant to perform functions directly related to its overall business. Specialty Industrial assets currentlyowned by Gramercy include an auto auction site, two rental car maintenance and storage properties, a bus depot and three auto salvage sites.

(4) Specialty Retail — A commercial property primarily used for consumer sales activities whereby the property allows the tenant to offer services directly related toits overall business. Specialty Retail assets currently owned by Gramercy include nine large format fitness centers.

(5) Data Center — A commercial property with extensive power and infrastructure improvements which, along with the location of the data center, are generallyessential to the tenants’ businesses. A data center provides a secure location for the processing and storage of important electronic data and is commonly used fortransaction processing, disaster recovery objectives and to shelter corporate investment technology operations.

Gramercy Property Trust(F/K/A Chambers Street Properties)

Notes To Consolidated Financial Statements(Amounts in thousands, except share and per share data)

December 31, 2015

Property Acquisitions

During the year ended December 31, 2015, the Company’s property acquisitions, including the properties assumed in the Merger, are summarized as follows:

During the year ended December 31, 2014, the Company’s property acquisitions are summarized as follows:

The Company recorded revenues and net income for the year ended December 31, 2015 of $57,945 and $18,738, respectively, related to its 54 individual real estate acquisitions during the year. The Company recorded revenues and net income for the year ended December 31, 2014 of $12,403 and $3,647, respectively, related to its 33individual real estate acquisitions during the year. The Company recorded revenues and net income for the year ended December 31, 2014 of $34,031 and $5,225, respectively, related to the Bank of America Portfolio acquired on June 9, 2014. The Company recorded revenues and net income for the year ended December 31, 2013of $10,724 and $1,525, respectively, related to the 29 acquisitions during the year. Refer to Note 3 for results of operations from the properties acquired as part of theMerger for the post-merger period from December 18, 2015 through December 31, 2015.

130

Property TypeNumber ofProperties

Square Feet

Purchase Price

Industrial(1), (2) 92 23,720,263 $ 1,487,480

Office(1), (2) 53 8,496,686 1,864,235

Specialty industrial 1 24,700 6,400

Specialty retail 10 1,330,544 300,500

Data center 2 227,953 67,948

Total 158 33,800,146 $ 3,726,563

(1) The Company assumed mortgages on 17 of its non-Merger property acquisitions in 2015. The unpaid principal value of these mortgages assumed at acquisition was$153,877. Additionally, the Company assumed 30 mortgages in connection with 29 properties acquired as part of the Merger in 2015. The unpaid principal value ofthe mortgages assumed with the Merger was $464,292, of which $254,291 was classified as held for sale upon closing of the Merger. Refer to Note 7 for more information on the Company’s debt obligations related to acquisitions.

(2) Includes 104 properties acquired as part of the Merger, of which 60 were industrial properties that comprise 17,355,358 square feet and 44 were office properties that comprise 7,205,381 square feet. Refer to Note 3 for more information on the Merger.

Property TypeNumber ofProperties

SquareFeet

PurchasePrice

Industrial(1) 24 5,297,891 $ 302,349

Office(2) 72 3,669,168 494,620

Specialty industrial 4 32,469 37,300

Total 100 8,999,528 $ 834,269

(1) The Company assumed mortgages on four of its acquisitions of industrial properties in 2014. The gross value of the mortgages assumed at acquisition was $45,607. Refer to Note 7 for more information on the Company’s debt obligations related to acquisitions.

(2) Includes 67 properties that comprise the Bank of America Portfolio, which the Company acquired through its acquisition of the remaining 50% equity interest of the Bank of America Portfolio joint venture on June 9, 2014. Prior to the acquisition, the Company accounted for its prior 50% equity interest in the Bank of America Portfolio as a joint venture.

Gramercy Property Trust(F/K/A Chambers Street Properties)

Notes To Consolidated Financial Statements(Amounts in thousands, except share and per share data)

December 31, 2015

Property Purchase Price Allocations

The Company is currently analyzing the fair value of the lease and real estate assets of 12 and 0 of its property investments acquired in 2015 and 2014, respectively,and accordingly, the purchase price allocations are preliminary and subject to change. The initial recording of the assets is summarized as follows:

During the years ended December 31, 2015 and 2014, the Company finalized the purchase price allocations for 74 and 22 properties acquired in prior periods, respectively, for which the Company had recorded preliminary purchase price allocations at the time of acquisition, excluding the Bank of America Portfolio, which isseparately disclosed below. The aggregate changes from the preliminary purchase price allocations to the finalized purchase price allocations, in accordance with ASU2015-16, which the Company adopted in the third quarter of 2015, are shown in the table below:

131

Preliminary Allocations recorded

Period of AcquisitionNumber of

Acquisitions Real Estate Assets Intangible Assets Intangible Liabilities

Year ended December 31, 2015(1) 12 $ 269,527 $ 2,084 $ 184

(1) Allocations for the year ended December 31, 2015 exclude the 104 properties acquired as part of the Merger Portfolio, which are separately disclosed in Note 3.

(2) Allocations for the year ended December 31, 2015 include real estate assets of $7,947 for Chisholm, a consolidated VIE. Refer to Note 2 for more information onChisholm.

Preliminary Allocations recorded Finalized Allocations recorded

Period Purchase Price Allocation Finalized

Numberof

Acquisi-tions

RealEstateAssets

Intan-gible

Assets

Intan-gible

Liabilities

RealEstateAssets

Intan-gible

Assets

Intan-gible

Liabilities

Increase(Decrease)to RentalRevenue

Increase(Decrease)

toDeprecia-

tionand

Amortiza-tion

Expense

Year ended December 31, 2015 (1) 74 $ 1,009,980 $ 244,219 $ 38,120 $ 1,048,787 $ 190,890 $ 23,598 $ (347) $ 415

Year ended December 31, 2014 22 $ 248,977 $ 27,550 $ 2,236 $ 237,499 $ 40,792 $ 4,000 $ (2,819) $ 258

(1) Allocations for the year ended December 31, 2015 exclude the Bank of America Portfolio, which is separately disclosed below.

Gramercy Property Trust(F/K/A Chambers Street Properties)

Notes To Consolidated Financial Statements(Amounts in thousands, except share and per share data)

December 31, 2015

Pro Forma

The following table summarizes, on an unaudited pro forma basis, the Company’s combined results of operations for the years ended December 31, 2015, 2014 and 2013 as though the acquisitions closed during the years ended December 31, 2015, 2014 and 2013 were completed on January 1, 2013. The supplemental pro formaoperating data is not necessarily indicative of what the actual results of operations would have been assuming the transaction had been completed as set forth above, nordo they purport to represent the Company’s results of operations for future periods. The table does not include pro forma operating results for the assets acquired in theMerger. Refer to Note 3 for information on pro forma operating results related to the Merger.

Gramercy Europe Asset Management

On December 19, 2014, the Company acquired ThreadGreen Europe Limited, a United Kingdom based property and asset management platform, which the Companysubsequently renamed Gramercy Europe Asset Management, for $3,755 and the issuance of 96,535 shares of the Company’s common stock, valued at $652 as of the date of closing. As part of the acquisition, the Company assumed the Gramercy Europe Asset Management Agreement, pursuant to which Gramercy Europe AssetManagement provides property, asset management and advisory services to an existing portfolio of single-tenant industrial and office assets located in Germany and Finland. Gramercy Europe Asset Management also receives property, asset management and advisory services to the Gramercy European Property Fund, as describedfurther in Note 6, “Unconsolidated Equity Investments.”

The Company accounted for the acquisition utilizing the acquisition method of accounting for business combinations. The Company initially recognized assets of$902, liabilities of $398, and goodwill of $3,887 related to the acquisition on its Consolidated Balance Sheet, as well as a $16 realized foreign currency transaction loss related to the acquisition on its Consolidated Statement of Operations. During the second quarter of 2015, the Company finalized the purchase price allocation for theacquisition of Gramercy Europe Asset Management. As a result of the finalized purchase price allocation, the Company increased the allocation to assets by $190, increased the allocation to liabilities by $105, and decreased goodwill by $85. The final allocation of the purchase price included assets of $1,092, liabilities of $503, and goodwill of $3,802 recognized on the Company’s Consolidated Balance Sheet. Additionally, the finalization of the purchase price allocation resulted in a decrease to netincome of $80 to record adjustments to amortization and incentive fees on the Condensed Consolidated Statements of Operations for the year ended December 31, 2015.Goodwill represents the fair value of the synergies expected to be achieved upon consummation of a business combination and is measured as the excess of considerationtransferred over the net assets acquired at acquisition date.

132

2015(3) 2014(2) 2013

Pro forma revenues $ 258,274 $ 241,765 $ 247,631

Pro forma net income available to common shareholders(1) $ 14,329 $ 15,876 $ 434,171

Pro forma income per common share-basic $ 0.08 $ 0.19 $ 8.85

Pro forma income per common share-diluted $ 0.08 $ 0.18 $ 8.24

Pro forma common shares-basic 182,096,149 83,582,183 49,043,852

Pro forma common share-diluted 187,309,534 85,925,509 52,675,848

(1) Net income for each period has been adjusted for acquisition costs related to the property acquisitions during the period.

(2) The Company adjusted its pro forma net income for the year ended December 31, 2014 for the $72,345 gain on remeasurement of a previously held joint venture thatwas recorded in the second quarter of 2014 because it was directly related to the Company’s acquisition of the remaining 50% equity interest in the Bank of America Portfolio joint venture.

(3) The Company adjusted its pro forma net income for the year ended December 31, 2015 for the $54,945 of Merger costs recorded in 2015 because they were directlyrelated to the Company’s Merger with Chambers Street, in which it acquired 104 properties.

Gramercy Property Trust(F/K/A Chambers Street Properties)

Notes To Consolidated Financial Statements(Amounts in thousands, except share and per share data)

December 31, 2015

Bank of America Portfolio

On June 9, 2014, the Company acquired the remaining 50% equity interest in the Bank of America Portfolio joint venture. At the time of acquisition, the Bank ofAmerica Portfolio represented 67 properties located across the United States totaling approximately 3,055,000 rentable square feet which was 97% leased to Bank of America, N.A. under a master lease with expiration dates through 2023, and in which the Company owned a 50% joint venture interest until it acquired the remaining 50% equity interest in June 2014. The Company accounted for the acquisition of the remaining joint venture interest utilizing the acquisition method of accounting forbusiness combinations. The Company valued its share of the joint venture at $106,294 based upon the purchase price of Garrison Investment Group’s 50% equity interest and recognized a gain on remeasurement of a previously held equity investment of $72,345 on the Company’s Consolidated Statement of Operations for the year ended December 31, 2014.

During the first quarter of 2015, the Company finalized the purchase price allocation for the Bank of America Portfolio. As a result of the finalized purchase priceallocations, the Company increased real estate assets by $123,596, increased intangible assets by $35,346, and increased intangible liabilities by $158,942. These final allocations resulted in an increase to rental income of $2,654 and an increase to depreciation expense of $620 to record adjustments to depreciation and amortization on the Condensed Consolidated Statements of Operations for the year ended December 31, 2015. The final allocation of the purchase price is as follows:

6. Unconsolidated Equity Investments

The Company has investments in a variety of ventures. The Company will co-invest in entities that own multiple properties with various investors or with one partner.The Company may manage the ventures and collect asset and property management fees as well as incentive fees, otherwise known as profit participation, from itsinvestment partners, or one of the other partners will manage the ventures for asset and property management fees as well as incentive fees. Depending on the structure ofthe venture, the Company’s voting interest may be different than its economic interest. As the Company does not control these ventures, the Company accounts for theseinvestments under the equity method of accounting.

133

June 9, 2014

Assets acquired:

Real estate assets $ 486,976

Cash 4,108

Accounts receivable 9,999

Intangible assets 111,193

Other assets 3,777

Total assets acquired 616,053

Liabilities assumed:

Accrued expenses 1,614

Deferred Revenue 5,012

Intangible liabilities 202,783

Other liabilities 7,000

Total liabilities assumed 216,409

Total consideration paid $ 399,644

Gramercy Property Trust(F/K/A Chambers Street Properties)

Notes To Consolidated Financial Statements(Amounts in thousands, except share and per share data)

December 31, 2015

As a result of the Merger, the Company acquired an interest in four unconsolidated entities, the Duke Joint Venture, Goodman Europe Joint Venture, Goodman UKJoint Venture, and the CBRE Strategic Partners Asia, a real estate investment fund. The Company’s equity investment in the entities was fair valued on the Merger closingdate, and the difference between the historical carrying value of the net assets and the fair value has been recorded as a basis difference. The basis difference will beamortized to equity in net income from joint ventures and equity investments over the remaining weighted-average useful life of the underlying assets of each entity.

As of December 31, 2015 and 2014, and for the years ended December 31, 2015, 2014, and 2013, the Company owned properties through unconsolidated equityinvestments and had investment interests in these unconsolidated entities as follows:

134

As of December 31, 2015 As of December 31, 2014

InvestmentOwnership

%

VotingInterest

% Partner

Investment in

Unconsolid-ated

EquityInvestment(1)

Numberof

Properties

Investment in

Unconsolid-ated

EquityInvestment(1)

Numberof

Properties

Gramercy European Property Fund (2) 19.8% 19.8% Various $ 23,381 12 $ — —

Philips Building 25.0% 25.0% Various — 1 — 1

Duke Joint Venture 80.0% 50.0% Duke Realty 352,932 13 — —

Goodman Europe Joint Venture 80.0% 50.0% Goodman Group 158,863 9 — —

Goodman UK Joint Venture 80.0% 50.0% Goodman Group 36,698 3 — —

CBRE Strategic Partners Asia 5.1% 5.1% Various 5,508 2 — —

Morristown Joint Venture 50.0% 50.0% 21 South Street 2,618 1 — —

Total $ 580,000 41 $ — 1

(1) The amounts presented include basis differences of $136,198, $37,371, and $6,578, net of accumulated amortization, for the Duke Joint Venture, Goodman EuropeJoint Venture, and Goodman UK Joint Venture, respectively, as of December 31, 2015.

(2) Includes European Fund Carry Co., which has a carrying value of $0 for the Company's 25% interest as of December 31, 2015.

Gramercy Property Trust(F/K/A Chambers Street Properties)

Notes To Consolidated Financial Statements(Amounts in thousands, except share and per share data)

December 31, 2015

The following is a summary of the Company’s unconsolidated equity investments for the years ended December 31, 2015 and 2014:

Gramercy European Property Fund

In December 2014, the Company, along with several equity investment partners, formed Gramercy European Property Fund, a private real estate investment fund,which targets single-tenant industrial, office and specialty retail assets throughout Europe. The equity investors, including the Company, have collectively committedapproximately $382,886 (€352,500) in equity capital comprised of an initial commitment of approximately $274,266 (€252,500), including $54,310 (€50,000) from the Company and $219,956 (€202,500) from its equity investment partners, plus an additional $108,620 (€100,000) from certain equity investment partners, not including the Company, after the first $274,266 (€252,500) has been invested. As of December 31, 2015 and 2014, the Company contributed $25,663 (€23,160) and $0 (€0) to the Gramercy European Property Fund, respectively. Of the contributions made during the year ended December 31, 2015, $2,319 (€2,135) was accrued as of December 31, 2015 and funded in January 2016. During the years ended December 31, 2015 and 2014, the Gramercy European Property Fund acquired 12 and 0 properties, respectively, located in Germany, the Netherlands, and Poland.

Philips Building

The Philips Joint Venture is a fee interest in 200 Franklin Square Drive, a 199,900 square foot building located in Somerset, New Jersey which is 100% net leased to Philips Holdings, USA Inc., a wholly-owned subsidiary of Royal Philips Electronics through December 2021, or the Philips Joint Venture. The property is financed by a$40,424 fixed rate mortgage note with maturity in September 2035. The loan had an anticipated repayment date in September 2015 and, as such, distributions from theproperty began paying down the loan in September 2015. During the years ended December 31, 2015, 2014, and 2013 the Company received distributions of $344, $413and $413 from the joint venture, respectively.

135

December 31,

2015 2014

Balance as of January 1, $ — $ 39,385

Contributions to unconsolidated equity investments 25,663 —

Unconsolidated equity investments acquired 561,504 —

Equity in net income (loss) of unconsolidated equity investments, including adjustments for basis differences (1,107) 1,959

Other comprehensive income of unconsolidated equity investments (356) —

Distributions from unconsolidated equity investments (5,704) (7,213)

Gain on remeasurement of unconsolidated equity investments — 72,345

Sale of unconsolidated equity investments — (106,476)

Balance as of December 31, $ 580,000 $ —

Gramercy Property Trust(F/K/A Chambers Street Properties)

Notes To Consolidated Financial Statements(Amounts in thousands, except share and per share data)

December 31, 2015

Duke

The Duke Joint Venture investments in industrial and office properties located throughout the United States. The Company’s investment partner, Duke Realty, acts as the managing member of the Duke Joint Venture, is entitled to receive fees in connection with the services it provides to the Duke Joint Venture, including assetmanagement, construction, development, leasing and property management services, and is entitled to a promoted interest in the Duke Joint Venture. The Company hasjoint approval rights with Duke over all major policy decisions. Pursuant to the Duke Amended and Restated Operating Agreement, the Company has the right to a calloption to acquire Duke's entire interest in the Duke Joint Venture, with the value of such interest based on the opinions of qualified appraisers and which the Company canexercise upon the occurrence and adoption by resolution of certain triggering events. Additionally, the Duke Joint Venture has certain rights to participate in thedevelopment of certain adjacent and nearby parcels of land currently owned by Duke. During the year ended December 31, 2015, the Company received distributions of$5,360 from the Duke Joint Venture.

Goodman Joint Ventures

The Goodman UK Joint Ventures invests in industrial properties in the United Kingdom and the Goodman Europe Joint Venture invests in industrial properties inFrance and Germany. The Goodman UK and Goodman Europe Joint Ventures pay certain fees to certain Goodman Group subsidiaries in connection with the servicesthey provide to the Goodman UK and Goodman Europe Joint Ventures, including but not limited to investment advisory, development management and propertymanagement services. Goodman is entitled to a promote interest in the Goodman UK and Goodman Europe Joint Ventures.

If a deadlock has arisen pertaining to a major decision regarding a specific property, either shareholder may exercise a buy-sell option in relation to the relevant property for the Goodman UK and Goodman Europe Joint Ventures. After the initial investment period, either shareholder wishing to exit the Goodman Europe andGoodman UK Joint Venture may exercise a buy-sell option with respect to its entire interest. During the year ended December 31, 2015, the Company did not receive anydistributions from the Goodman UK or Goodman Europe Joint Ventures.

CBRE Strategic Partners Asia

CBRE Strategic Partners Asia is a real estate investment fund with investments in China. CBRE Strategic Partners Asia has an eight-year term, which began on January 31, 2008 and may be extended for up to two one-year periods with the approval of two-thirds of the limited partners. CBRE Strategic Partners Asia's commitmentperiod has ended; however, it may call capital to fund operations, obligations and liabilities. For the year ended December 31, 2015, no capital has been committed ordistributed. In February 2016, the limited partners approved a two-year extension. CBRE Strategic Partners Asia is managed by CBRE Investors SP Asia II, LLC, or theInvestment Manager, an affiliate of CBRE Global Investors. CBRE Strategic Partners Asia is not obligated to redeem the interests of any of its investors, including of theCompany, prior to 2017. Except in certain limited circumstances such as transfers to affiliates or successor trustees or state agencies, the Company will not be permitted tosell its interest in CBRE Strategic Partners Asia without the prior written consent of the general partner, which the general partner may withhold in its sole discretion.

Morristown

On October 8, 2015, the Company contributed 50% of its interest in an office property located in Morristown, New Jersey to a joint venture the Company formed with21 South Street, a subsidiary of Hampshire Partners Fund VIII LP. The Company sold the remaining 50% equity interest of the property to 21 South Street for gross proceeds of $2,600. In connection with the sale, the Company, entered into a joint venture agreement for the property with 21 South Street, or the Morristown JointVenture. In October 2015, the Morristown Joint Venture entered into a leasing and construction management agreement with Prism Construction Management, LLC tomanage the construction of specific improvements at the property.

136

Gramercy Property Trust(F/K/A Chambers Street Properties)

Notes To Consolidated Financial Statements(Amounts in thousands, except share and per share data)

December 31, 2015

Bank of America Portfolio

The Company owned a 50% interest in the Bank of America Portfolio joint venture until June 9, 2014, when it acquired the remaining 50% equity interest from Garrison Investment Group. The portfolio’s $200,000 floating rate, interest-only mortgage note, was paid off at the time of the Company’s acquisition of the remaining 50% interest. During the years ended December 31, 2014 and 2013, the Company received distributions of $6,800, and $29,215 from the joint venture, respectively. The joint venture’s purchase price allocation was finalized as of December 31, 2013 and included $460,012 of net real estate assets, $58,172 of intangible assets and $50,963of intangible liabilities. During the years ended December 31, 2014 and 2013, the Bank of America Portfolio joint venture sold eight, and 38, properties for net proceeds of $7,682 and $43,284, respectively. In May 2013, the joint venture sold a defeased mortgage and the corresponding pool of pledged treasury securities, and recorded aloss of $4,577.

The Consolidated Balance Sheets for the Company’s unconsolidated equity investments at December 31, 2015 and 2014 are as follows:

137

As of December 31, 2015

As of December 31,

2014

DukeJoint

Venture

EuropeJoint

Ventures(1) Other(2) 2015 Total

Assets:

Real estate assets, net(3) $ 443,313 $ 513,237 $ 202,836 $ 1,159,386 $ 46,575

Other assets 32,739 82,133 28,707 143,579 15,225

Total assets $ 476,052 $ 595,370 $ 231,543 $ 1,302,965 $ 61,800

Liabilities and members' equity:

Mortgages payable $ 56,105 $ 264,966 $ 40,424 $ 361,495 $ 41,000

Other liabilities 6,035 23,219 32,255 61,509 16,602

Total liabilities 62,140 288,185 72,679 423,004 57,602

Gramercy Property Trust equity 352,932 182,244 44,824 580,000 —

Other members' equity 60,980 124,941 114,040 299,961 4,198

Liabilities and members' equity $ 476,052 $ 595,370 $ 231,543 $ 1,302,965 $ 61,800

(1) Includes Gramercy European Property Fund and Goodman Europe Joint Venture

(2) Includes Philips Joint Venture, Morristown Joint Venture, Goodman UK Joint Venture, and CBRE Strategic Partners Asia.

(3) Includes REIT basis adjustments that were recorded by the Company to adjust the unconsolidated equity investments' to fair value upon closing of the Merger.

Gramercy Property Trust(F/K/A Chambers Street Properties)

Notes To Consolidated Financial Statements(Amounts in thousands, except share and per share data)

December 31, 2015

The Consolidated Statements of Operations for the unconsolidated equity investments for the years ended December 31, 2015, 2014, and 2013 or partial period for acquisitions or dispositions which closed during these periods, are as follows:

138

December 31, 2015(1)

Year Ended December 31,

2014

Year Ended December 31,

2013

DukeJoint

Venture

EuropeJoint

Ventures(2) Other(3) Total Total(4) Total(5)

Revenues $ 1,853 $ 6,172 $ 4,108 $ 12,133 $ 32,648 $ 71,839

Operating expenses 565 2,650 90 3,305 14,204 37,459

Acquisition expenses — 7,865 — 7,865 — —

Interest expense 113 808 2,322 3,243 6,130 18,328

Depreciation and amortization 700 2,590 1,341 4,631 8,671 18,469

Total expenses 1,378 13,913 3,753 19,044 29,005 74,256

Net income (loss) from operations 475 (7,741) 355 (6,911) 3,643 (2,417)

Loss on derivatives — (1,090) — (1,090) — —

Net gain (loss) on disposals — — — — (215) (9,046)

Provision for taxes — (37) (12) (49) (41) —

Net income (loss) $ 475 $ (8,868) $ 343 $ (8,050) $ 3,387 $ (11,463)

Company's share in net income $ 380 $ (1,583) $ 406 $ (797) $ 1,959 $ (5,662)

Adjustments for REIT basis (183) (72) (55) (310) — —

Company's equity in net income (loss) within continuing operations $ 197 $ (1,655) $ 351 $ (1,107) $ 1,959 $ (5,662)

Company's equity in net income (loss) within discontinued operations $ — $ — $ — $ — $ — $ (804)

(1) The results of operations of the investments acquired as part of the Merger with Chambers, including the Duke Joint Venture, Goodman Europe Joint Venture,Goodman UK Joint Venture, and CBRE Strategic Partners Asia, are included for the post-merger period from December 18, 2015 through December 31, 2015.

(2) Includes the Gramercy European Property Fund and Goodman Europe Joint Venture.

(3) Includes the Philips Joint Venture, Morristown Joint Venture, Goodman UK Joint Venture, and CBRE Strategic Partners Asia.

(4) The results of operations for the year ended December 31, 2014 include the year of results from Philips Joint Venture and Bank of America joint venture’s results for the period January 1, 2014 through June 9, 2014. Subsequent to the Company’s acquisition of the remaining 50% equity interest in the Bank of America Portfolio, the results of operations for the Bank of America Portfolio are consolidated into the Company’s Consolidated Statements of Operations.

(5) Includes Philips Joint Venture, Bank of America Portfolio joint venture and Gramercy European Property Fund.

Gramercy Property Trust(F/K/A Chambers Street Properties)

Notes To Consolidated Financial Statements(Amounts in thousands, except share and per share data)

December 31, 2015

7. Debt Obligations

Secured Debt

Mortgage Loans

Certain real estate assets are subject to mortgage loans. During 2015, the Company assumed $618,169 of non-recourse mortgages in connection with 46 real estate acquisitions, including $464,292 of non-recourse mortgages relating to 29 properties acquired in connection with the Merger. During 2014, the Company assumed$45,607 of non-recourse mortgages in connection with four real estate acquisitions.

139

Gramercy Property Trust(F/K/A Chambers Street Properties)

Notes To Consolidated Financial Statements(Amounts in thousands, except share and per share data)

December 31, 2015

The following is a summary of the Company’s secured financing arrangements as of December 31, 2015:

140

PropertyInterestRate(1) Maturity Date

Outstanding Balance

December 31, 2015

December 31, 2014

70 Hudson Street(2), (4) 5.65% 4/11/2016 $ 112,000 $ —

Point West I - Swapped to Fixed 3.41% 12/6/2016 10,391 —

100 Tice Blvd 5.97% 9/15/2017 18,340 —

100 Tice Blvd 5.97% 9/15/2017 18,341 —

4701 Gold Spike Drive(3) 4.45% 3/1/2018 9,754 —

1985 International Way(3) 4.45% 3/1/2018 6,777 —

3660 Deerpark Boulevard(3) 4.45% 3/1/2018 7,006 —

Tolleson Commerce Park II(3) 4.45% 3/1/2018 4,213 —

20000 S. Diamond Lake Road(3) 4.45% 3/1/2018 6,136 —

Atrium I - Swapped to Fixed 3.78% 5/31/2018 20,644 —

McAuley Place(4) 3.98% 9/1/2018 12,485 —

Easton III - Swapped to Fixed 3.95% 1/31/2019 6,094 —

90 Hudson Street(4) 5.66% 5/1/2019 101,726 —

Fairforest Bldg. 6 5.42% 6/1/2019 1,398 —

North Rhett I 5.65% 8/1/2019 1,486 —

Kings Mountain II 5.47% 1/1/2020 2,859 —

1 Rocket Road 6.60% 8/1/2020 18,108 —

North Rhett II 5.20% 10/1/2020 1,210 —

Mount Holly Bldg. 5.20% 10/1/2020 1,210 —

Orangeburg Park Bldg. 5.20% 10/1/2020 1,230 —

Kings Mountain I 5.27% 10/1/2020 1,049 —

Ten Parkway North 4.75% 1/1/2021 11,145 —

Union Cross Bldg. II 5.53% 6/1/2021 4,998 —

Union Cross Bldg. I 5.50% 7/1/2021 1,647 —

Norman Pointe I 5.24% 10/1/2021 19,824 —

Norman Pointe II 5.24% 10/1/2021 21,825 —

The Landings I(4) 5.24% 10/1/2021 14,896 —

The Landings II(4) 5.24% 10/1/2021 13,139 —

Fairforest Bldg. 5 6.33% 2/1/2024 7,040 —

North Rhett IV 5.80% 2/1/2025 7,277 —

Richfield 5.46% 7/1/2020 7,931 —

Dixon 5.46% 7/1/2020 8,134 —

Houston(5) 5.46% 7/1/2020 17,407 —

Aurora 5.46% 7/1/2020 2,074 —

Redondo Beach 5.46% 7/1/2020 9,354 —

Commerce 5.46% 7/1/2020 8,134 —

Parsippany 5.46% 7/1/2020 14,926 —

Plantation(6) 5.46% 7/1/2020 17,692 —

Irving 5.46% 7/1/2020 21,800 —

El Segundo 5.46% 7/1/2020 15,455 —

Gramercy Property Trust(F/K/A Chambers Street Properties)

Notes To Consolidated Financial Statements(Amounts in thousands, except share and per share data)

December 31, 2015

141

PropertyInterestRate(1) Maturity Date

Outstanding Balance

December 31, 2015

December 31, 2014

Richardson 5.46% 7/1/2020 3,254 —

Hutchins 6.95% 6/1/2029 23,870 24,902

Allentown 5.07% 1/6/2024 23,443 23,793

Lawrence 4.00% 1/1/2020 21,371 21,962

Ames 5.53% 5/1/2018 16,900 17,342

Buford 7.46% 7/1/2017 15,947 16,354

Blue Grass 4.28% 1/1/2019 12,696 —

Arrowood 5.57% 11/11/2016 13,025 —

Yuma 5.15% 12/6/2023 12,247 12,428

Wilson 5.33% 10/1/2016 8,603 8,827

Greenwood 3.28% 6/15/2018 7,610 7,777

Mt. Comfort 3.28% 6/15/2018 6,150 6,286

Des Plaines 5.25% 10/31/2020 2,537 2,608

Waco - Swapped to Fixed 4.55% 12/19/2020 15,485 15,782

Total Mortgage Notes Payable 770,293 158,061

Plus Premium 24,083 4,432

Less Discount (750) (851)

Total Mortgage Notes Payable, Net $ 793,626 $ 161,642

Total Mortgage Notes Payable, Net on assets held for sale (260,704) —

Total Mortgage Notes Payable, Net $ 532,922 $ 161,642

(1) Represents the current interest rate as of December 31, 2015, including the swapped interest rate for loans that have interest rate swaps. The current interest rate is notadjusted to include the amortization of fair market value premiums or discounts.

(2) In accordance with the provisions of this loan, the property's excess cash proceeds after the payment of debt service, impounds and budgeted operating expenses arebeing held by the lender. In January 2016, the loan was paid off in full.

(3) These five mortgage loans are cross-collateralized.

(4) These mortgage loans are related to properties that are classified as held for sale as of December 31, 2015, and accordingly the mortgage loans are included withinliabilities related to assets held for sale on the Consolidated Balance Sheet.

(5) Represents four properties under this mortgage loan.

(6) Represents two properties under this mortgage loan.

Gramercy Property Trust(F/K/A Chambers Street Properties)

Notes To Consolidated Financial Statements(Amounts in thousands, except share and per share data)

December 31, 2015

Secured Credit Facility

On September 4, 2013, the Company entered into a Credit and Guaranty Agreement, with Deutsche Bank Securities, Inc. for a $100,000 senior secured revolving credit facility, which Credit and Guaranty Agreement was amended and restated on September 24, 2013, or the Secured Credit Facility. The Company exercised the$50,000 accordion feature in February 2014, which increased its borrowing capacity to $150,000. The maturity date of the revolving credit facility was September 30, 2015, with one 12 -month extension option. The Secured Credit Facility was secured by first priority mortgages on designated properties, or the Borrowing Base.Outstanding borrowings under the Secured Credit Facility were limited to the lesser of (i) the sum of the $150,000 revolving commitment or (ii) 60.0% of the value of the Borrowing Base. Interest on advances made on the Secured Credit Facility, were incurred at a floating rate based upon either (i) LIBOR plus the applicable LIBORmargin, or (ii) the applicable base rate which is the greater of the Prime Rate, 0.50% above the Federal Funds Rate, or 30-day LIBOR plus 1.00%. The applicable LIBOR margin ranged from 1.90% to 2.75%, depending on the ratio of the Company’s outstanding consolidated indebtedness to the value of the Company’s consolidated gross assets. On June 9, 2014, the Company terminated the Secured Credit Facility and concurrently replaced it with an unsecured credit facility, as discussed below. TheCompany recorded a net loss on the early extinguishment of debt of $1,925 for the year ended December 31, 2014 in connection with the unamortized deferred financingcosts that were immediately expensed upon termination.

Unsecured Debt

2015 Credit Facility and Term Loans

In December 2015, the Company entered into an agreement, or the Credit Agreement, for a new $1,900,000 credit facility, or the 2015 Credit Facility, consisting of an $850,000 senior unsecured revolving credit facility, or the 2015 Revolving Credit Facility, and $1,050,000 term loan facility with JPMorgan Securities LLC and MerrillLynch, Pierce, Fenner and Smith Incorporated and terminated Legacy Gramercy's 2014 Credit Facility. The 2015 Revolving Credit Facility, consists of a $750,000 U.S. dollar revolving credit facility and a $100,000 multicurrency revolving credit facility. The 2015 Revolving Credit Facility matures in January 2020, but may be extended for two additional six month periods upon the payment of applicable fees and satisfaction of certain customary conditions. The term loan facility, or the 2015 Term Loan,consists of a $300,000 term loan facility that matures in January 2019 with one 12-month extension option, or the 3-Year Term Loan, and a $750,000 term loan facility that matures in January 2021, or the 5-Year Term Loan.

Outstanding borrowings under the 2015 Revolving Credit Facility incur interest a floating rate based upon, at the Company’s option, either (i) adjusted LIBOR plus an applicable margin ranging from 0.875% to 1.55%, depending on the Company’s credit ratings, or (ii) the alternate base rate plus an applicable margin ranging from 0% to 0.55%, depending on the Company’s credit ratings. The Company is also required to pay quarterly in arrears a 0.125% to 0.30% facility fee, depending on the Company's credit ratings, on the total commitments under the 2015 Revolving Credit Facility. Outstanding borrowings under the 2015 Term Loan incur interest at a floating ratebased upon, at the Company’s option, either (i) adjusted LIBOR plus an applicable margin ranging from 0.9% to 1.75%, depending on the Company’s credit ratings, or (ii) the alternate base rate plus an applicable margin ranging from 0% to 0.75%, depending on the Company’s credit ratings. The alternate base rate is the greater of (x) theprime rate announced by JPMorgan Chase Bank, N.A., (y) 0.50% above the Federal Funds Effective Rate and (z) the adjusted LIBOR for a one-month interest period plus 1%.

In December 2015, the Company also entered into a new $175,000 seven-year unsecured term loan with Capital One, N.A., or the 7-Year Term Loan, which matures in January 2023. Outstanding borrowings under the 7-Year Term Loan incur interest at a floating rate based upon, at the Company’s option, either (i) adjusted LIBOR plus an applicable margin ranging from 1.3% to 2.1%, depending on the Company’s credit ratings, or (iii) the alternate base rate plus an applicable margin ranging from0.3% to 1.1%, depending on the Company’s credit ratings. The alternate base rate is the greatest of (x) the prime rate announced by Capital One, (y) 0.50% above the Federal Funds Effective Rate and (z) the adjusted LIBOR for a one-month interest period plus 1%.

142

Gramercy Property Trust(F/K/A Chambers Street Properties)

Notes To Consolidated Financial Statements(Amounts in thousands, except share and per share data)

December 31, 2015

These unsecured borrowing facilities include a series of financial and other covenants that the Company has to comply with in order to borrow under the facilities. TheCompany was in compliance with the covenants under the facilities during as of December 31, 2015.

Chambers Unsecured Credit Facility

In connection with the Merger, the Company assumed Chambers’ existing $850,000 unsecured revolving credit facility, which incurred interest at LIBOR plus 1.30%and had a maturity date of January 15, 2018, as well as Chambers’ four unsecured term loans which incurred interest at LIBOR plus 1.50% or LIBOR plus 1.75% and had maturity dates between March 2018 and January 2021. Chambers’ unsecured revolving credit facility had a balance of $290,000 and Chambers’ unsecured term loans had an aggregate balance of $570,000 as of December 17, 2015, the closing date of the Merger, and the Company paid off all of these balances on December 17, 2015 inconnection with the closing of the 2015 Credit Facility.

2014 Credit Facility

On June 9, 2014, the Company entered into a Revolving Credit and Term Loan Agreement with lead arrangers JP Morgan Chase Bank, N.A, administrative agent, andMerrill Lynch, Pierce, Fenner and Smith Incorporated, as syndication agent, for a $400,000 unsecured credit facility, consisting of a $200,000 senior term loan, or the 2014 Term Loan, and a $200,000 senior revolving credit facility, or the 2014 Revolving Credit Facility. The aggregate amount of the facility could be increased to a totalof up to $800,000, in the aggregate. In January 2015, the Company expanded the revolving borrowing capacity under the 2014 Revolving Credit Facility from $200,000 to $400,000 and the accordion feature by $200,000. In May 2015, the Company amended the revolving borrowing capacity to bifurcate its 2014 Revolving Credit Facilityinto a $350,000 tranche denominated in U.S. dollars and a $50,000 tranche that could be denominated in certain foreign currencies. In July 2015, the Company expandedits 2014 Term Loan from $200,000 to $300,000 and exercised a portion of the accordion feature in its 2014 Revolving Credit Facility to increase the borrowing capacityunder the U.S denominated tranche of the 2014 Revolving Credit Facility from $350,000 to $450,000. In the third quarter of 2015, the Company designated the euro loanas a net investment hedge to mitigate the risk from fluctuations in foreign currency exchange rates. Refer to Note 12, “Derivative and Hedging Instruments,” for further information on the net investment hedge.

Interest on outstanding balances on the 2014 Term Loan and advances made on the 2014 Revolving Credit Facility, were incurred at a floating rate based upon, either(i) LIBOR plus an applicable margin ranging from 1.35% to 2.05%, depending on the Company’s total leverage ratio, or (ii) the applicable base rate plus an applicablemargin ranging from 0.35% to 1.05%, depending on the Company’s total leverage ratio. The applicable base rate was the greater of (x) the prime rate, (y) 0.50% above the Federal Funds Effective Rate, and (z) 30-day LIBOR plus 1.00% . The $200,000 2014 Term Loan had an expiration in June 2019 and was used to repay the existing $200,000 mortgage loan secured by the Bank of America Portfolio at the time of the Company’s acquisition of the remaining 50% equity interest in the Bank of America Portfolio joint venture. The $200,000 2014 Revolving Credit Facility had an expiration in June 2018, with an option for a one-year extension, and replaced the Company’s previously existing $150,000 Secured Credit Facility, which was terminated simultaneously. On December 17, 2015, the Company paid off the 2014 Revolving CreditFacility and concurrently replaced the revolving credit facility and term loan under it with the Unsecured Credit Facility, as discussed above. The Company recorded a netloss on the early extinguishment of debt of $9,472 for the year ended December 31, 2015 in connection with the unamortized deferred financing costs that wereimmediately expensed upon termination.

The 2014 Term Loan and Unsecured Credit Facility were guaranteed by Gramercy Property Trust Inc. and certain subsidiaries. The facilities included a series offinancial and other covenants that the Company had to comply with in order to borrow under the facilities. The Company was in compliance with the covenants under thefacilities during 2015, through the date of payoff on December 17, 2015.

143

Gramercy Property Trust(F/K/A Chambers Street Properties)

Notes To Consolidated Financial Statements(Amounts in thousands, except share and per share data)

December 31, 2015

Credit and Term Loan Facilities

The terms of the Company’s unsecured term loan facilities and outstanding balances as of December 31, 2015 and 2014 are set forth in the table below:

Senior Unsecured Notes

On December 17, 2015, the Company issued and sold $100,000 aggregate principal amount of senior unsecured notes payable, or the Senior Unsecured Notes onDecember 17, 2015 and agreed to issue and sell an additional $50,000 aggregate principal amount of the Senior Unsecured Notes on January 12, 2016, both in privateplacements. The Senior Unsecured Notes bear interest at a rate of 4.97% per annum, with interest payable in arrears on June 17 and December 17 of each year,commencing June 17, 2016, until maturity on December 17, 2024.

Exchangeable Senior Notes

On March 18, 2014, the Company issued $115,000 of 3.75% Exchangeable Senior Notes. The Exchangeable Senior Notes are senior unsecured obligations of theGramercy Operating Partnership and are guaranteed by the Company on a senior unsecured basis. The Exchangeable Senior Notes mature on March 15, 2019, unless redeemed, repurchased or exchanged in accordance with their terms prior to such date and will be exchangeable, under certain circumstances, for cash, for common sharesor for a combination of cash and common shares, at the Gramercy Operating Partnership's election. The Exchangeable Senior Notes will also be exchangeable prior to theclose of business on the second scheduled trading day immediately preceding the stated maturity date, at any time beginning on December 15, 2018, and also upon theoccurrence of certain events. On or after March 20, 2017, in certain circumstances, the Gramercy Operating Partnership may redeem all or part of the ExchangeableSenior Notes for cash at a price equal to 100% of the principal amount of the Exchangeable Senior Notes to be redeemed, plus accrued and unpaid interest up to, butexcluding, the redemption date. As a result of transactions the Company entered into under the Merger Agreement, the Exchangeable Senior Notes became exchangeableat the option of the holder commencing August 13, 2015 and remained exchangeable for 35 trading days following the consummation of the Merger, which occurred onDecember 17, 2015, in accordance with the terms of the indenture governing the Exchangeable Senior Notes. No holders elected to exercise the aforementioned exchangeoption.

144

UnswappedInterest

Rate

Effective Interest Rate(1)

MaturityDate

Outstanding BalanceDecember 31,

2015 2014

2015 Revolving Credit Facility 1.58% 1.58% 1/8/2020 $ 275,000 $ —

2015 Revolving Credit Facility - Multicurrency tranche 1.20% 1.20% 1/8/2020 21,724 —

3-Year Term Loan 1.73% 1.73% 1/8/2019 300,000 —

5-Year Term Loan 1.73% 2.95% 1/8/2021 750,000 —

7-Year Term Loan 2.13% 3.57% 1/9/2023 175,000 —

2014 Term Loan (2) N/A N/A N/A — 200,000

Total Unsecured Revolving Credit and Term Loan Facilities $ 1,521,724 $ 200,000

(1) Represents the rate at which interest expense is recorded for financial reporting purposes, which reflects the effect of the interest rate swaps, excluding debt issuancecosts.

(2) Represents the Company's 2014 Term Loan, which was fully repaid on December 17, 2015.

Gramercy Property Trust(F/K/A Chambers Street Properties)

Notes To Consolidated Financial Statements(Amounts in thousands, except share and per share data)

December 31, 2015

The Exchangeable Senior Notes had an initial exchange rate of 40.2966 units of merger consideration, or Units of Merger Consideration, per $1.0 principal amount of principal amount of the Exchangeable Senior Notes, where one Unit of Merger Consideration represents 3.1898 of the Company's common shares, or approximately 128.5380 of the Company's common shares per $1.0 principal amount of the Exchangeable Senior Notes. The initial exchange rate represents an exchange price of approximately $24.82 per Unit of Merger Consideration or $7.78 per share of the Company's common shares. The initial exchange rate is subject to adjustment undercertain circumstances. As of December 31, 2015, the Exchangeable Senior Notes have a current exchange rate of 40.9434 Units of Merger Consideration, or approximately 130.6013 of the Company's common shares for each $1.0 principal amount of the Exchangeable Senior Notes, representing an exchange price of $7.66 per share of the Company's common shares. The fair value of the Exchangeable Senior Notes was determined at issuance to be $106,689. The discount is being amortized to interest expense over the expected life of the Exchangeable Senior Notes. As of December 31, 2015, the principal amount of the Exchangeable Senior Notes was$115,000, the unamortized discount was $5,606, and the carrying value was $109,394. As of December 31, 2015, and if Exchangeable Senior Notes were eligible for conversion, the Company could issue shares valued at $115,948 based upon the Company’s closing share price of $7.72, which would exceed the value of the outstanding principal by $948.

Due to the New York Stock Exchange’s limitation on the issuance of more than 19.99% of a company’s common shares outstanding without shareholder approval forissuances above this threshold, the embedded exchange option in the Exchangeable Senior Notes did not qualify for equity classification at the time of issuance. Instead, itwas accounted for as a derivative liability upon issuance. As such, the value of the Exchangeable Senior Notes’ conversion options was recorded as a derivative liability on the balance sheet upon issuance of the Exchangeable Senior Notes. On June 26, 2014, the Company obtained the appropriate shareholder approval, and reclassified theembedded exchange option at a fair value of $11,726 into additional paid-in-capital within shareholders’ equity, which is the carrying amount of the equity component asof December 31, 2015. For the year ended December 31, 2015, the Company recorded a loss on derivative of $3,415 on the Consolidated Statements of Operations.

Combined aggregate principal maturities of the Company's unsecured debt obligations, non-recourse mortgages, and Exchangeable Senior Notes, in addition toassociated interest payments, as of December 31, 2015 are as follows:

During the years ended December 31, 2015 and 2014, the Company capitalized $0 and $67, respectively, of interest associated with redevelopment activities.

8. Leasing Agreements

The Company’s properties are leased to tenants under operating leases with expiration dates extending through the year 2039. These leases generally contain rent increases and renewal options.

145

2015Revolving

Credit Facility

TermLoans

MortgageNotes

Payable(1)

SeniorUnsecured

Notes

ExchangeableSenior Notes

InterestPayments Total

2016 $ — $— — $ 162,537 — $ — $ 83,843 $ 246,380

2017 — — 68,814 — — 78,686 147,500

2018 — — 108,152 — — 73,169 181,321

2019 — 300,000 125,911 — 115,000 59,929 600,840

2020 296,724 — 175,382 — — 46,463 518,569

Thereafter — 925,000 129,497 100,000 — 49,252 1,203,749

Net Premium — — — — — 17,727 17,727

Total $ 296,724 $ 1,225,000 $ 770,293 $ 100,000 $ 115,000 $ 409,069 $ 2,916,086

(1) Amounts include $260,704 related to mortgage notes payable on assets held for sale as of December 31, 2015.

Gramercy Property Trust(F/K/A Chambers Street Properties)

Notes To Consolidated Financial Statements(Amounts in thousands, except share and per share data)

December 31, 2015

Future minimum rental revenues under non-cancelable leases excluding reimbursements for operating expenses as of December 31, 2015 are as follows:

9. Transactions with Trustee Related Entities and Related Parties

The Company’s CEO, Gordon F. DuGan, is on the board of directors of the Gramercy European Property Fund and has committed approximately $1,358 (€1,250) in capital to the Gramercy European Property Fund. The two Managing Directors of Gramercy Europe Asset Management have collectively committed approximately$1,358 (€1,250) in capital to the Gramercy European Property Fund. Foreign currency commitments have been converted into U.S. dollars based on (i) the foreignexchange rate at the closing date for completed transactions and (ii) the exchange rate that prevailed on December 31, 2015, in the case of unfunded commitments.

The Company acquired three properties in January 2015 in an arms-length transaction from affiliates of KTR Capital Partners, a private industrial real estateinvestment company, for which one of the Company's trustees, Jeffrey Kelter, served as Chief Executive Officer and Chairman of the Board. The properties are located inMilwaukee, Wisconsin, comprise an aggregate 450,000 square feet and were acquired for an aggregate purchase price of approximately $19,750.

The Chief Executive Officer of SL Green Realty Corp. (NYSE: SLG), or SL Green, was one of Gramercy's directors until September 30, 2014, when he resigned. TheCompany did not have a disagreement with Mr. Holliday on any matter relating to its operations, policies or practices. In recognition of his service, Gramercy’s board of directors ratably vested 3,589 of the 4,785 shares of its common stock granted to Mr. Holliday in January 2014.

In June 2013, the Company signed a lease agreement with 521 Fifth Fee Owner LLC, an affiliate of SL Green, for new corporate office space located at 521 FifthAvenue, 30th Floor, New York, New York. The lease commenced in September 2013, following the completion of certain improvements to the space. The lease is forapproximately 6,580 square feet and expires in 2023 with rents of approximately $368 per annum for year one rising to $466 per annum in year ten. The Company paid $375, $368, and $0 under the lease for the years ended December 31, 2015, 2014 and 2013, respectively.

From May 2005 through September 2013, the Company was party to a lease agreement with SLG Graybar Sublease LLC, an affiliate of SL Green, for its previouscorporate offices at 420 Lexington Avenue, New York, New York. In September 2013, concurrently with the commencement of the lease for the new corporate offices at521 Fifth Avenue, the Company canceled the lease for its corporate office at 420 Lexington Avenue. The Company paid $287 under the lease for the year ended December 31, 2013.

OperatingLeases

2016 $ 364,966

2017 359,424

2018 341,987

2019 318,986

2020 285,776

Thereafter 1,506,652

Total minimum lease rental income $ 3,177,791

Gramercy Property Trust(F/K/A Chambers Street Properties)

Notes To Consolidated Financial Statements(Amounts in thousands, except share and per share data)

December 31, 2015

10. Deferred Costs

Deferred costs at December 31, 2015 and 2014 consisted of the following:

The Company’s deferred financing costs primarily relate to its financing arrangements. These costs are amortized on a straight-line or effective interest basis to interest expense over on the contractual term of the related financing.

The Company’s deferred acquisition costs include lease inducement fees paid to secure acquisitions and are amortized on a straight-line basis over the related lease term.

The Company’s deferred leasing costs include direct costs, such as lease commissions, incurred to initiate and renew operating leases and are amortized on a straight-line basis over the related lease term.

11. Fair Value Measurements

The Company discloses fair value information, whether or not recognized in the financial statements, for which it is practicable to estimate that value. In cases wherequoted market prices are not available, fair values are based upon the application of discount rates to estimated future cash flows based upon market yields or by usingother valuation methodologies. Considerable judgment is necessary to interpret market data and develop estimated fair value. Accordingly, fair values are not necessarilyindicative of the amounts the Company could realize on disposition of the financial instruments and other assets and liabilities measured at fair value. The use of differentmarket assumptions and/or estimation methodologies may have a material effect on estimated fair value amounts.

2015 2014

Deferred financing costs $ 18,250 $ 9,556

Deferred acquisition costs 5,024 2,630

Deferred leasing costs 825 77

24,099 12,263

Accumulated amortization (3,760) (1,908)

$ 20,339 $ 10,355

Gramercy Property Trust(F/K/A Chambers Street Properties)

Notes To Consolidated Financial Statements(Amounts in thousands, except share and per share data)

December 31, 2015

The following table presents the carrying value in the financial statements and approximate fair value of assets and liabilities measured on a recurring and non-recurring basis at December 31, 2015 and 2014:

The following methods and assumptions were used to estimate the fair value of each class of assets and liabilities for which it is practicable to estimate the value:

Cash and cash equivalents, marketable securities, accrued interest, and accounts payable: These balances in the Consolidated Financial Statements reasonablyapproximate their fair values due to the short maturities of these items.

Retained CDO Bonds: Non-investment grade, subordinate CDO bonds, preferred shares and ordinary shares are presented on the Consolidated Financial Statementsat fair value. The fair value is determined by an internally developed discounted cash flow model.

148

December 31, 2015 December 31, 2014

Carrying Value Fair Value Carrying Value Fair Value

Financial assets:

Retained CDO Bonds(1) $ 7,471 $ 7,471 $ 4,293 $ 4,293

Marketable securities(3) $ — $ — $ 165,001 $ 165,001

Investment in CBRE Strategic Partners Asia $ 5,508 $ 5,508 $ — $ —

Real estate investments classified as held for sale at Merger closing(5) $ 393,984 $ 393,984 $ — $ —

Financial liabilities:

Derivative instruments $ 3,442 $ 3,442 $ 3,189 $ 3,189

Long-term debt

Revolving credit facilities(2) $ 296,724 $ 297,394 $ — $ —

3-Year Term Loan(2) $ 300,000 $ 300,349 $ — $ —

5-Year Term Loan(2) $ 750,000 $ 751,304 $ — $ —

7-Year Term Loan(2) $ 175,000 $ 175,338 $ — $ —

2014 Term Loan(2) $ — $ — $ 200,000 $ 199,997

Mortgage notes payable(2), (4) $ 770,293 $ 805,590 $ 161,642 $ 165,907

Senior Unsecured Notes(2) $ 100,000 $ 100,528 $ — $ —

Exchangeable Senior Notes(2) $ 109,394 $ 115,524 $ 107,836 $ 116,064

(1) Retained CDO Bonds represent the CDOs’ subordinate bonds, preferred shares, and ordinary shares, which were retained subsequent to the disposal of GramercyFinance and were previously eliminated in consolidation.

(2) Long-term debt instruments are classified as Level III due to the significance of unobservable inputs which are based upon management assumptions.

(3) Marketable securities represent the Company’s investment in money market funds, which are classified in cash and cash equivalents on the Consolidated BalanceSheets.

(4) Amounts include mortgage notes payable on assets held for sale as of December 31, 2015, which have total carrying value of $260,704 and total fair value of $263,308 as of December 31, 2015.

(5) Amounts include six real estate investments classified as held for sale at Merger closing, which are included in discontinued operations.

Gramercy Property Trust(F/K/A Chambers Street Properties)

Notes To Consolidated Financial Statements(Amounts in thousands, except share and per share data)

December 31, 2015

Derivative instruments: The Company’s derivative instruments, which are primarily comprised of interest rate caps and interest rate swap agreements, are carried atfair value in the Consolidated Financial Statements based upon third-party valuations. Refer to Note 12 for more information on the derivative instruments.

Mortgage notes payable, unsecured term loans, unsecured revolving credit facilities and senior unsecured notes: These instruments are presented in the Consolidated Financial Statements at amortized cost and not at fair value. The fair value of each instrument is estimated by a discounted cash flows model, using discountrates that best reflect current market rates for financings with similar characteristics and credit quality. Mortgage premiums and discounts are amortized to interestexpense on the Consolidated Statements of Operations using the effective interest method over the terms of the related notes. Refer to Note 7 for more information onthese instruments.

Exchangeable Senior Notes: The Exchangeable Senior Notes are presented at amortized cost on the Consolidated Financial Statements. The fair value is determinedbased upon a discounted cash-flow methodology using discount rates that best reflect current market rates for instruments with similar with characteristics and creditquality. Refer to Note 7 for more information on these instruments.

CBRE Strategic Partners Asia: The Company’s unconsolidated equity investment, CBRE Strategic Partners Asia, is presented in the Consolidated FinancialStatements at fair value. The investment manager of CBRE Strategic Partners Asia applies valuation techniques for the Company’s investment carried at fair value based upon the application of the income approach, the direct market comparison approach, the replacement cost approach or third-party appraisals to the underlying assets held in the unconsolidated entity in determining the net asset value attributable to the Company’s ownership interest therein. Refer to Note 2 and Note 6 for more informationon these instruments.

Real estate investments designated as held for sale at Merger closing: The Company designated six properties as held for sale at the closing of the Merger onDecember 17, 2015. These properties are reported at estimated fair value, less costs to sell and are included in discontinued operations. Refer to Note 2 and Note 4 formore information on these instruments.

Disclosure about fair value measurements is based on pertinent information available to the Company at the reporting date. Although the Company is not aware of anyfactors that would significantly affect the reasonable fair value amounts, such amounts have not been comprehensively revalued for the purpose of these financialstatements since December 31, 2015 and December 31, 2014, and current estimates of fair value may differ significantly from the amounts presented herein.

The following discussion of fair value was determined by the Company using available market information and appropriate valuation methodologies. Considerablejudgment is necessary to interpret market data and develop estimated fair value. Accordingly, fair values are not necessarily indicative of the amounts the Company couldrealize on disposition of the assets or liabilities. Determining which category an asset or liability falls within the hierarchy requires significant judgment and the Companyevaluates its hierarchy disclosures each quarter.

149

Gramercy Property Trust(F/K/A Chambers Street Properties)

Notes To Consolidated Financial Statements(Amounts in thousands, except share and per share data)

December 31, 2015

Assets and liabilities measured at fair value on a recurring basis and on a non-recurring basis are categorized in the table below based upon the lowest level ofsignificant input to the valuations.

Derivative instruments: Interest rate swaps are valued with the assistance of a third-party derivative specialist, who uses a combination of observable market-based inputs, such as interest rate curves, and unobservable inputs which require significant judgment such as the credit valuation adjustments due to the risk of non-performance by both the Company and its counterparties. The most significant unobservable input in the fair valuation of derivative instruments is the credit valuationadjustment as it requires significant management judgment regarding changes in the credit risk of the Company or its counterparties, however the primary driver of thefair value of the interest rate swaps is the forward interest rate curve. Fair values of the Company’s derivative instruments, such as the CVR investments, were valuedusing a Black-Scholes model. Fair value of the Company’s embedded exchange option was determined using a probabilistic valuation model with the assistance of third-party valuation specialists.

Total gains or (losses) from derivatives for the years ended December 31, 2015 and 2014 were $(2,885) and $(3,002), respectively, in accumulated other comprehensive income (loss).

150

At December 31, 2015 Total Level I Level II Level III

Financial Assets:

Retained CDO Bonds:

Non-investment grade, subordinate CDO bonds $ 7,471 $ — $ — $ 7,471

Marketable securities:

Investment in CBRE Strategic Partners Asia 5,508 — — 5,508

Real estate investments classified as held for sale at Merger closing 393,984 393,984

$ 406,963 $ — $ — $ 406,963

Financial Liabilities:

Derivative instruments:

Interest rate swaps $ 3,442 $ — $ — $ 3,442

$ 3,442 $ — $ — $ 3,442

At December 31, 2014 Total Level I Level II Level III

Financial Assets:

Retained CDO Bonds:

Non-investment grade, subordinate CDO bonds $ 4,293 $ — $ — $ 4,293

U.S. Treasury securities 165,001 165,001 — —

$ 169,294 $ 165,001 $ — $ 4,293

Financial Liabilities:

Derivative instruments:

Interest rate swaps $ 3,189 $ — $ — $ 3,189

$ 3,189 $ — $ — $ 3,189

Gramercy Property Trust(F/K/A Chambers Street Properties)

Notes To Consolidated Financial Statements(Amounts in thousands, except share and per share data)

December 31, 2015

Retained CDO Bonds: Retained CDO Bonds are valued on a recurring basis using an internally developed discounted cash flow model. Management estimates thetiming and amount of cash flows expected to be collected and applies a discount rate equal to the yield that the Company would expect to pay for similar securities withsimilar risks at the valuation date. Future expected cash flows generated by management require significant assumptions and judgment regarding the expected resolutionof the underlying collateral, which includes loans and other lending investments, real estate investments, and CMBS. The resolution of the underlying collateral requiresfurther management assumptions regarding capitalization rates, lease-up periods, future occupancy rates, market rental rates, holding periods, capital improvements, netproperty operating income, timing of workouts and recoveries, loan loss severities and other factors. The models are most sensitive to the unobservable inputs such as thetiming of a loan default or property sale and the severity of loan losses. Significant increases (decreases) in any of those inputs in isolation as well as any change in theexpected timing of those inputs would result in a significantly lower (higher) fair value measurement. Due to the inherent uncertainty in the determination of fair value,the Company has designated its Retained CDO Bonds as Level III.

Investment in CBRE Strategic Partners Asia: The Company’s investment in CBRE Strategic Partners Asia is based on the Level III valuation inputs applied by theinvestment manager of CBRE Strategic Partners Asia, utilizing a mix of different approaches for valuing the underlying real estate related investments within theinvestment company. The approaches include the income approach, direct market comparison approach and the replacement cost approach for newer properties. Forinvestments owned more than one year, except for investments under construction or incurring significant renovation, CBRE Strategic Partners Asia obtains a third-party appraisal. For investments in real estate under construction or incurring significant renovation, the valuation analysis is prepared by the investment manager of CBREStrategic Partners Asia. The valuations are most sensitive to the unobservable inputs of discount rates, as well as capitalization rates an expected future cash flows, andsignificant increases (decreases) in these inputs would result in a significantly lower (higher) fair value measurement. On a quarterly basis, the Company obtains thefinancial results of CBRE Strategic Partners Asia and on an annual basis the Company receives audited financial statements.

Real estate investments classified as held for sale at Merger closing: Real estate investments classified as held for sale at the time of the Merger: Real estateinvestments classified as held for sale at the time of the Merger are reported at estimated fair value, less costs to sell. The fair value of real estate investments and theirrelated lease intangibles is determined by an independent valuation firm using valuation techniques including the market approach, income approach, and cost approach.Key assumptions in the valuations, to which the fair value determinations are most sensitive, include discount and capitalization rates as well as expected future cashflows. Significant increases (decreases) in these inputs would result in a significantly lower (higher) fair value measurement. As the inputs are unobservable, the Companydetermined the inputs used to value this liability falls within Level III for fair value reporting.

Fair Value on a Recurring Basis

Quantitative information regarding the valuation techniques and the range of significant unobservable Level III inputs used to determine fair value measurements on arecurring basis as of December 31, 2015 are:

151

At December 31, 2015

Financial Asset or Liability Fair ValueValuationTechnique

UnobservableInputs Range

Non-investment grade, subordinate CDO bonds

$ 7,471 Discounted cash flows Discount rate 22.50%

Interest rate swaps $ 3,442 Hypothetical derivative method Credit borrowing spread 135 to 210 basis points

Investment in CBRE Strategic Partners Asia $ 5,508 Discounted cash flows Discount rate 20.00%

Gramercy Property Trust(F/K/A Chambers Street Properties)

Notes To Consolidated Financial Statements(Amounts in thousands, except share and per share data)

December 31, 2015

The following roll forward table reconciles the beginning and ending balances of financial assets measured at fair value on a recurring basis using Level III inputs:

The following roll forward table reconciles the beginning and ending balances of financial liabilities measured at fair value on a recurring basis using Level III inputs:

Fair Value on a Non-Recurring Basis

The Company measured its real estate investments classified as held for sale at the time of the Merger on a non-recurring basis as of December 31, 2015. These assets are recorded at fair value, less costs to sell of $393,984 as of December 31, 2015, and are included in discontinued operations. The Company did not measure any of itsassets or liabilities at fair value on a non-recurring basis as of December 31, 2014.

12. Derivative and Hedging Instruments

In connection with the Merger, the Company assumed three interest rate swap derivative contracts related to mortgage loans on real estate assets. The Company re-designated these interest rate swaps as cash flow hedges. The resulting off-market cash flow hedges were deemed highly effective upon re-designation. Additionally, the Company terminated the interest rate swap on its 2014 Term Loan and, in connection with its entry into the 2015 Revolving Credit Facility, entered into two new interest rate swap derivative contracts related to the 3-Year Term Loan and 7-Year Term Loan associated with its 2015 Revolving Credit Facility.

152

RetainedCDOBonds

Investment inCBRE

StrategicPartners

Asia

Total FinancialAssets –Level III

Balance as of December 31, 2014 $ 4,293 $ — $ 4,293

Amortization of discounts or premiums 1,702 — 1,702

Financial assets acquired in Merger — 5,508 5,508

Adjustments to fair value:

Unrealized gain (loss) in other comprehensive income from fair value adjustment 1,476 — 1,476

Balance as of December 31, 2015 $ 7,471 $ 5,508 $ 12,979

DerivativeInstruments

Balance as of December 31, 2014 $ 3,189

Financial liabilities assumed in Merger 589

Termination of derivative instruments (3,784)

Adjustments to fair value:

Ineffective portion of change in derivative instruments 563

Unrealized loss on derivatives 2,885

Balance as of December 31, 2015 $ 3,442

Gramercy Property Trust(F/K/A Chambers Street Properties)

Notes To Consolidated Financial Statements(Amounts in thousands, except share and per share data)

December 31, 2015

As of December 31, 2015, the Company’s derivative instruments consist of interest rate swaps, which are cash flow hedges. Changes in the effective portion of fairvalue of the derivatives are recognized in other comprehensive income (loss) until the hedged item expires or is recognized in earnings. Borrowings on the Company’s foreign currency denominated tranche of the 2015 Revolving Credit Facility, and borrowings on the foreign currency denominated tranche of the Company’s 2014 Revolving Credit Facility, which are designated as net investment hedges, are recognized at par value based on the exchange rate in effect on the date of the draw.Subsequent changes in the exchange rate of the Company’s net investment hedge are recognized as part of the cumulative foreign currency translation adjustment withinother comprehensive income (loss). The ineffective portion of the change in fair value of a derivative or hedging instrument will be immediately recognized in earnings.Derivative accounting may increase or decrease reported net income and shareholders’ equity, depending on future levels of LIBOR interest rates and other variablesaffecting the fair values of derivative instruments and hedged items, but will have no effect on cash flows, provided the contract is carried through to full term. Refer toNote 2 and Note 11 for additional information on the Company's hedging instruments, including the fair value measurement of these instruments.

The following table summarizes the notional and fair value of the Company’s derivative and hedging instruments at December 31, 2015. The fair value of the derivatives is presented in the Company's balance sheet in Derivative instruments, at fair value and the net investment hedge is included in the senior unsecured revolvingcredit facility. The notional value is an indication of the extent of the Company’s involvement in this instrument at that time, but does not represent exposure to credit,interest rate or market risks:

153

BenchmarkRate

NotionalValue

StrikeRate

Effect-ive

Date

Expira-tionDate

FairValue

Assets of Non-VIEs:

Interest Rate Swap - Waco 1 mo. USD-LIBOR-BBA 15,485 USD 4.55% 12/19/13 12/19/20 $ 654

Interest Rate Swap - Point West I 1 mo. USD-LIBOR-BBA 10,391 USD 1.41% 8/16/11 12/06/16 71

Interest Rate Swap - Atrium I 1 mo. USD-LIBOR-BBA 20,644 USD 1.78% 8/16/11 5/31/18 322

Interest Rate Swap - Easton III 1 mo. USD-LIBOR-BBA 6,094 USD 1.95% 8/16/11 01/31/19 126

Interest Rate Swap - 5-Year Term Loan 1 mo. USD-LIBOR-BBA 750,000 USD 1.82% 12/17/15 12/17/20 634

Interest Rate Swap - 7-Year Term Loan 1 mo. USD-LIBOR-BBA 175,000 USD 1.6% 12/17/15 01/09/23 1,635

Net Investment Hedge in Gramercy European Property Fund EUR-USD exchange rate 20,000 Euros N/A 9/28/15 N/A 21,724

Total hedging instruments $ 25,166

Gramercy Property Trust(F/K/A Chambers Street Properties)

Notes To Consolidated Financial Statements(Amounts in thousands, except share and per share data)

December 31, 2015

Through its interest rate swaps, the Company is hedging exposure to variability in future interest payments on its debt facilities. At December 31, 2015, the interest rate swap derivative instruments were reported at their fair value as a net liability of $3,442. Swap loss of $600 was recognized as interest expense in the Consolidated Statements of Operations with respect to interest rate swap hedge ineffectiveness, or to amounts excluded from ineffectiveness, which relates to the off-market financing element associated with certain derivatives. No gain or loss was recognized with respect to hedge ineffectiveness or to amounts excluded from ineffectiveness for theyears ended December 31, 2014, and 2013. For the year-ended December 31, 2015, the Company terminated one derivative, and reclassified $45 from accumulated other comprehensive income into interest expense. Over time, the realized and unrealized gains and losses held in accumulated other comprehensive income will be reclassifiedinto earnings in the same periods in which the hedged interest payments affect earnings. During the next 12 months, the Company expects that $6,729 will be reclassified from other comprehensive income as an increase in interest expense for the Company’s interest rate swaps as of December 31, 2015. Additionally, the Company will recognize $3,739 in interest expense on a straight-line basis over the remaining original term of terminated swaps through June 2019, representing amortization of theremaining accumulated other comprehensive income balance related to the swap, and of this amount $1,090 will be recognized in interest expense during the next 12 months.

Through its net investment hedge, which was entered into in September 2015, the Company is hedging exposure to changes in the euro-U.S. dollar exchange rate of its net equity investment in the Gramercy European Property Fund, which has euros as its functional currency. At December 31, 2015, the net investment hedge was reported at its carrying value as a net liability of $21,724, which is included in the balance of the senior unsecured revolving credit facility on the Consolidated Balance Sheets.During the year ended December 31, 2015, the Company recorded a net gain of $14 in other comprehensive income from the impact of exchange rates related to the netinvestment hedge. No gain or loss was recognized with respect to net investment hedge ineffectiveness, or to amounts excluded from ineffectiveness, in interest expensein the Consolidated Statement of Operations for the year ended December 31, 2015. When the net investment is sold or substantially liquidated, the balance of thetranslation adjustment accumulated in other comprehensive income will be reclassified into earnings.

13. Shareholders’ Equity (Deficit)

The equity structure in the consolidated financial statements following the reverse merger reflects the equity structure of the Company. As a result, the Company'scommon shares outstanding have been adjusted retroactively for all prior periods presented computed on the basis of the number of shares outstanding multiplied by theExchange Ratio of 3.1898 established in the Merger Agreement. As of December 31, 2015 and 2014, the Company's authorized capital shares consist of 1,000,000,000shares of beneficial interest, $0.01 par value per share, of which the Company is authorized to issue up to 990,000,000 common shares of beneficial interest, par value $0.01 per share, or common shares, and 10,000,000 preferred shares of beneficial interest, par value of $0.01, or preferred shares. As of December 31, 2015, 420,523,153common shares and 3,500,000 preferred shares were issued and outstanding, respectively. All share, share price, and per share data has been updated retroactively toreflect the Merger Exchange Ratio of 3.1898.

In connection with the closing of the Merger, in December 2015, the Company declared a pro-rata fourth quarter cash dividend of $0.05772 per common share, adjusted for the Exchange Ratio of 3.1898, for the period October 1, 2015 through December 16, 2015, the date prior to the close of the Merger, which was paid onDecember 22, 2015 to common share and unitholders of record as of the close of business on December 16, 2015. The Company also declared a dividend on the 7.125%Series B Cumulative Redeemable Preferred Shares for the quarter ending December 31, 2015 in the amount of $0.44531 per share, which was paid on December 31, 2015to preferred shareholders of record as of the close of business on December 16, 2015. Additionally, the Company declared a pro-rata dividend for the period December 17, 2015 through December 31, 2015 in the amount of $0.0206 per common share, which was paid on January 15, 2016 to common share and unitholders of record as of theclose of business on December 31, 2015. For income tax purposes, dividends paid to Legacy Gramercy stockholders represent ordinary income.

154

Gramercy Property Trust(F/K/A Chambers Street Properties)

Notes To Consolidated Financial Statements(Amounts in thousands, except share and per share data)

December 31, 2015

In April 2015, the Company completed an underwritten public offering of 31,180,295 shares of its common stock, which includes the exercise in full by theunderwriters of their option to purchase up to 4,066,995 additional shares of common stock. The shares of common stock were issued at a public offering price of $8.70per share and the net proceeds from the offering were approximately $259,325, after expenses.

In February 2015, Gramercy's board of directors approved a 1-for-4 reverse stock split of its common stock and outstanding Legacy OP Units. The reverse stock splitwas effective after the close of trading on March 20, 2015, and the Company’s common stock began trading on a reverse split-adjusted basis on the New York Stock Exchange on March 23, 2015.

In December 2014, the Company completed an underwritten public offering of 47,687,510 shares of its common stock, which includes the exercise in full by theunderwriters of their option to purchase up to 6,220,110 additional shares of common stock. The shares of common stock were issued at a public offering price of $7.40per share and the net proceeds from the offering were approximately $336,073, after expenses.

In May 2014, the Company completed an underwritten public offering of 36,682,700 shares of its common stock, which includes the exercise in full by theunderwriters of their option to purchase up to 4,784,700 additional shares of common stock. The shares of common stock were issued at a public offering price of $6.24per share and the net proceeds from the offering were approximately $218,224, after expenses.

In October 2013, the Company entered into a common stock purchase agreement and related joinder agreements, or the Purchase Agreement, for the issuance of9,198,745 shares of common stock at a purchase price of $5.15 per share, raising net proceeds of $45,520, to various purchasers in a private placement. Pursuant to thePurchase Agreement, each purchaser agreed that it would not, without the prior written consent of the Company, offer, sell, contract to sell, pledge or otherwise disposeany or all of the common stock purchased until March 25, 2014, or the Lock-Up Period. During the Lock-Up Period, if the Company issued common stock or securitiesconvertible into common stock (except for certain permitted issuances), then the purchasers would have the ability to: (1) purchase their pro rata portion of all or any partof the new issuance, and (2) elect the benefit of any different terms provided to the new investors. Pursuant to the Purchase Agreement, the Company entered into CVRAgreements with the purchasers at the closing of the sale of common stock in the private placement. The CVR Agreements expired on March 25, 2014 with no value.

At-The-Market Equity Offering Program

In September 2014, the Company, along with the Gramercy Operating Partnership, entered into an “at-the-market” equity offering program, or the ATM Program, to issue an aggregate of up to $100,000 of the Company's common stock. During the year ended December 31, 2015, the Company sold 2,094,777 shares of its common stock through the ATM Program for $18,292 of net proceeds after related expenses. During the year ended December 31, 2014, the Company sold 6,149,971 shares of its common stock through the ATM Program for $44,302 of net proceeds after related expenses. The ATM Program was terminated upon closing of the Merger on December17, 2015.

Preferred Shares

Upon closing of the Merger on December 17, 2015, each of Legacy Gramercy’s 3,500,000 shares of 7.125% Series B Preferred Stock, or Series B Preferred Stock, was exchanged for one share of the Company's 7.125% Series A Preferred Shares, or Series A Preferred Shares, which have the same preferences, rights and privileges asthe Series B Preferred Stock. Holders of the Series A Preferred Shares are entitled to receive annual dividends of $1.78125 per share on a quarterly basis and dividends are cumulative, subject to certain provisions. On or after August 15, 2019, the Company can, at its option, redeem the Series A Preferred Shares at par for cash. AtDecember 31, 2015, the Company has 3,500,000 of its Series A Preferred Shares outstanding with a mandatory liquidation preference of $25.00 per share.

155

Gramercy Property Trust(F/K/A Chambers Street Properties)

Notes To Consolidated Financial Statements(Amounts in thousands, except share and per share data)

December 31, 2015

In September 2014, the Company redeemed all of the outstanding shares of Legacy Gramercy's 8.125% Series A Preferred Stock at a redemption price of $25.32161per share, equal to the sum of the $25.00 per share redemption price of the share and a quarterly dividend of $0.32161 prorated to the redemption date of September 12, 2014. The 8.125% Series A Preferred Stock were replaced by the Series B Preferred Stock, for which the Company received $81,638 in net proceeds after expenses upon issuance in August 2014. As a result of the redemption, the Company recorded a $2,912 charge to the Consolidated Statements of Operations equal to the excess of the$25.00 per share liquidation preference over the carrying value as of the redemption date. Holders of the 8.125% Series A Preferred Share were entitled to receive annual dividends of $2.03125 per share on a quarterly basis and dividends were cumulative, subject to certain provisions.

Equity Incentive Plans

Under its equity incentive plans, or Equity Incentive Plans, which are described below, the Company had stock options, restricted share awards, restricted share units,phantom share awards and LTIPs outstanding as of the date the Merger was completed. Pursuant to the Merger Agreement, each outstanding Legacy Gramercy award,other than phantom share awards,was converted into 3.1898 shares of newly issued awards of the combined company. Each outstanding Legacy Gramercy phantom shareaward, representing an award to a Legacy Gramercy non-employee director of rights to receive shares of common stock, was vested and, on the first business day of themonth following the Merger, converted into the right to receive a number of the Company’s common shares, rounded to the nearest whole share, determined bymultiplying the number of subject phantom shares by the Exchange Ratio of the Merger. All of the legacy Chambers equity awards vested upon closing of the Merger.Additionally, restricted share awards, restricted share units, and LTIPs were adjusted to fair value as of the closing date of the Merger. The fair value of legacy Chambers'equity awards that vested into the merger was allocated between consideration and acquisition and merger related expense based upon the portion of the service periodattributable to the term that had passed before the merger closing and the remaining original term. The Legacy Gramercy Equity Incentive Plans continued substantiallyunder their original terms following the Merger, with the exception of some changes in vesting for certain awards that resulted from the close of the Merger, which aredescribed in further detail below.

Equity Plan Summaries

In August 2004, the Company instituted its 2004 Equity Incentive Plan, or the 2004 Equity Incentive Plan, which authorized (i) the grant of stock options that qualifyas incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended, or ISOs, (ii) the grant of stock options that do not qualify as incentivestock options, or NQSOs, (iii) grants of shares of restricted common stock, (iv) grants of phantom shares, (v) dividend equivalent rights, and (vi) other equity-based awards. The exercise price of stock options was to be determined by the compensation committee, but could not be less than 100% of the fair market value of the shares of common stock on the date of grant. The 2004 Equity Incentive Plan expired by its terms in July 2014, the ten-year anniversary of adoption of the Plan by Gramercy's board of directors.

156

Gramercy Property Trust(F/K/A Chambers Street Properties)

Notes To Consolidated Financial Statements(Amounts in thousands, except share and per share data)

December 31, 2015

In June 2012, the Company adopted the 2012 Inducement Equity Incentive Plan, or the 2012 Inducement Plan, in connection with the hiring of Gordon F. DuGan,Benjamin P. Harris, and Nicholas L. Pell, who joined the Company on July 1, 2012 as Chief Executive Officer, President and Managing Director, respectively. Under the2012 Inducement Plan, the Company may grant equity awards for up to 14,354,100 shares of common stock pursuant to the employment inducement award exemptionprovided by the New York Stock Exchange Listed Company Manual. The 2012 Inducement Plan authorizes the grant of (i) NQSOs, (ii) shares of restricted stock, (iii)phantom shares, (iv) dividend equivalent rights and (v) other forms of equity-based awards, including LTIP units, as “employment inducement awards” within the meaning of Section 303A.08 of the New York Stock Exchange Listed Company Manual to newly hired eligible officers and employees. All of the shares available underthe 2012 Inducement Plan were issued or reserved for issuance to Messrs. DuGan, Harris and Pell in connection with the equity awards made upon the commencement oftheir employment with the Company. Equity awards issued under the 2012 Inducement Plan had a fair value of $6,125 on the date of grant which was calculated in accordance with ASC 718. The 2012 Inducement Plan terminates on the ten year anniversary of its approval by Gramercy's board of directors, unless sooner terminated.As a result of the Merger, the change in control provision for the restricted share units was triggered and vesting of the restricted share units subsequent to the closing ofthe Merger is recorded on a straight-line basis as the performance hurdles, which determined vesting in the past, ceased to apply following the close of the Merger.

In July 2012, the Company adopted the 2012 Long-Term Outperformance Plan, or 2012 Outperformance Plan, which provides that if certain performance goals areachieved and other conditions are met, LTIP units would be issued to certain executives under the 2012 Inducement Equity Incentive Plan and to certain executives underthe 2004 Equity Incentive Plan. The LTIP units are structured to quality as “profits interests” for U.S. federal income tax purposes and do not have full parity, on a perunit basis, with the Class A limited partnership interests in the Legacy Gramercy's operating partnership with respect to liquidating distributions. Pursuant to the 2012Outperformance Plan, these executives, in the aggregate, may earn up to $20,000 of LTIP units based on the Company’s common stock price appreciation over a four-year performance period ending June 30, 2016. The amount of LTIP units earned under the 2012 Outperformance Plan will range from $4,000 if the Company’s common stock price equals a minimum hurdle of $6.27 per share (less any dividends paid during the performance period) to $20,000 if the Company’s common stock price equals or exceeds $11.29 per share (less any dividends paid during the performance period) at the end of the performance period. In the event that the performance hurdles arenot met on a vesting date, the award scheduled to vest on that vesting date may vest on a subsequent vesting date if the common stock price hurdle is met as of suchsubsequent vesting date. Any LTIP units earned under the 2012 Outperformance Plan will remain subject to vesting, with 50% of any LTIP units earned vesting on June 30, 2016 and the remaining 50% vesting on June 30, 2017 based, in each case, on continued employment through the vesting date. The LTIP units had a fair value of$2,715 on the date of grant, which was calculated in accordance with ASC 718.

In June 2015, the Company instituted its 2015 Equity Incentive Plan, which was approved by Gramercy's board of directors and shareholders. The 2015 EquityIncentive Plan allows for the following awards to be made: (i) ISOs, (ii) NQSOs, (iii) stock appreciation rights, or SARs, (iv) stock awards, (v) phantom shares anddividend equivalents, and (vi) other equity awards, including LTIP units. The maximum number of shares that could have been issued under the 2015 Equity IncentivePlan is 10,207,360 shares may be issued out of the 2015 Equity Incentive Plan, subject to adjustment in certain circumstances. The shares of common stock that are issuedor transferred under the 2015 Equity Incentive Plan may be authorized but unissued shares of the Company’s common stock or reacquired shares of the Company’s common stock, including shares of the Company’s common stock purchased by it on the open market for purposes of the 2015 Equity Incentive Plan.

The 2004 Equity Incentive Plan, 2012 Inducement Plan, 2012 Outperformance Plan, and 2015 Equity Incentive Plan continued to exist following the Merger, howeverthey became inactive and thus no new share awards will be issued out of any of those plans.

The Company has available the legacy Chambers equity incentive plan, or the 2013 Equity Incentive Plan, following the Merger. The 2013 Equity Incentive Planallows for the following awards to be made: (i) ISOs, (ii) NQSQs, (iii) SARs, (iv) share awards, (v) phantom shares, and (vi) dividend equivalents and other equityawards. As of December 31, 2015, there were 3,284,308 shares available for grant under the 2013 Equity Incentive Plan.

157

Gramercy Property Trust(F/K/A Chambers Street Properties)

Notes To Consolidated Financial Statements(Amounts in thousands, except share and per share data)

December 31, 2015

Equity Plan Activities

In March 2013, the Company granted to four senior officers of the Company pursuant to the 2004 Equity Incentive Plan a total of 91,707 time-based restricted stock awards and 275,120 performance-based restricted stock units. The time-based awards vest in five equal annual installments commencing December 15, 2013, subject tocontinued employment. Vesting of the performance-based units requires, in addition to continued employment over a 5-year period, achievement of absolute increases in either the Company’s stock price or an adjusted funds from operations (as defined by the Company’s compensation committee).

In May 2014, the Company granted 151,896 shares of restricted stock to the Company’s Chief Executive Officer, Gordon F. DuGan, to recognize his strongperformance leading the Company in 2013, during which the Company achieved a number of important repositioning milestones. The restricted stocks awards vest on thefifth anniversary of the date of grant, subject to Mr. DuGan’s continued employment. The shares of restricted stock are also subject to accelerated vesting in certaincircumstances pursuant to Mr. DuGan's employment agreement.

In connection with the adoption of the 2015 Equity Incentive Plan, seven senior officers were issued a total of 308,444 restricted shares in June 2015, 50% of which will vest on each of the fourth and fifth anniversaries of the grant date, subject to continued employment.

Effective at the closing of the Merger, the change in accelerated vesting control provisions of the 2012 Outperformance Plan were waived by all plan participants, andas a result the LTIP units will continue on, subject to the original service and performance conditions.

A summary of the status of the Company’s Options as of December 31, 2015, 2014 and 2013 are presented below:

For the year ended December 31, 2015, Options were granted with prices of $7.70 or $7.37. The remaining weighted average contractual life of the Options was 4.7 years. Compensation expense of $137, $53 and $51 was recorded for the years ended December 31, 2015, 2014 and 2013, respectively, related to the issuance of Options.

Through December 31, 2015, 2,467,912 restricted shares had been issued under the Equity Incentive Plans, of which 69% have vested. Except for certain performance based awards, the vested and unvested shares are currently entitled to receive distributions on common shares if declared by the Company. Holders of restricted shares areprohibited from selling such shares until they vest but are provided the ability to vote such shares beginning on the date of grant. Compensation expense of $1,360, $950and $606 was recorded for the years ended December 31, 2015, 2014 and 2013, respectively, related to the issuance of restricted shares. Compensation expense of $4,575will be recorded over the course of the next 61 months representing the remaining weighted average vesting period of equity awards issued under the Equity IncentivePlans as of December 31, 2015. Certain of the Company’s awards are subject to performance vesting conditions which were determined in March 2013 and are assessedon a quarterly basis.

158

December 31, 2015 December 31, 2014 December 31, 2013

OptionsOutstanding

WeightedAverageExercise

PriceOptions

Outstanding

WeightedAverageExercise

PriceOptions

Outstanding

WeightedAverageExercise

Price

Balance at beginning of period 164,994 $ 16.08 271,995 $ 18.43 287,282 $ 20.24

Granted 177,032 7.41 23,924 7.26 23,924 3.82

Exercised — — (23,924) 3.79 — —

Lapsed or canceled (4,595) 4.92 (107,001) 22.86 (39,211) 28.20

Balance at end of period 337,431 $ 11.68 164,994 $ 16.08 271,995 $ 18.43

Gramercy Property Trust(F/K/A Chambers Street Properties)

Notes To Consolidated Financial Statements(Amounts in thousands, except share and per share data)

December 31, 2015

Compensation expense of $1,952, $1,570, and $1,187 was recorded for the years ended December 31, 2015, 2014, and 2013, respectively, for the 2012 Long-Term Outperformance Plan. Compensation expense of $2,925 will be recorded over the course of the next 18 months, representing the remaining weighted average vesting period of the awards issued under the 2012 Long-Term Outperformance Plan as of December 31, 2015.

Employee Stock Purchase Plan

In November 2007, Gramercy's board of directors adopted, and the shareholders subsequently approved in June 2008, the 2008 Employee Stock Purchase Plan, orESPP, to provide equity-based incentives to eligible employees. The ESPP was intended to qualify as an “employee stock purchase plan” under Section 423 of the Internal Revenue Code of 1986, as amended, and was adopted by the board to enable the Company’s eligible employees to purchase its shares of common stock throughpayroll deductions. The ESPP became effective on January 1, 2008 with a maximum of 199,363 shares of the common stock available for issuance, subject to adjustmentupon a merger, reorganization, stock split or other similar corporate change. The shares of common stock were offered for purchase through a series of successive offeringperiods. Each offering period was three months in duration and began on the first day of each calendar quarter, with the first offering period having commenced onJanuary 1, 2008. The ESPP provided for eligible employees to purchase the common stock at a purchase price equal to 85% of the lesser of (1) the market value of the common stock on the first day of the offering period or (2) the market value of the common stock on the last day of the offering period. The ESPP was terminated uponclosing of the Merger on December 17, 2015.

Deferred Stock Compensation Plan for Directors

Under Legacy Gramercy's Directors' Deferral Program, which commenced April 2005 and was amended and restated effective January 1, 2015, the Company’s independent directors could elect to defer up to 100% of their annual retainer fee, chairman fees and meeting fees. Unless otherwise elected by a participant, fees deferredunder the program were credited in the form of phantom shares. The phantom shares were convertible into an equal number of shares of common stock upon suchdirectors’ termination of service from the board of directors or a change in control by the Company, as defined by the program. Phantom shares were credited to eachindependent director quarterly using the closing price of the Company’s common stock for the respective quarter. If dividends were declared by the Company, eachparticipating independent director who elected to receive fees in the form of phantom shares had the option to have their account credited for an equivalent amount ofphantom shares stock units based on the dividend rate for each quarter or have dividends paid in cash.

In connection with the closing of the Merger, on December 17, 2015 each outstanding phantom share granted under Legacy Gramercy's Directors' Deferral Program,was vested and, on the first business day of the month following the Merger closing, converted into the right to receive a number of the Company’s common shares, rounded to the nearest whole share, determined by multiplying the number of subject phantom shares by the Exchange Ratio of the Merger. As a result, the directorsreceived an aggregate of $916 in cash and 410,713 in shares in January 2016. The portion paid out in cash was classified as a liability on the Consolidated Balance Sheets.Legacy Gramercy's Directors' Deferral Program terminated upon consummation of the Merger.

There were 410,713 phantom shares outstanding as of December 31, 2015, all of which were vested.

Earnings per Share

The Company has adopted the two-class computation method, and thus includes all participating securities in the computation of basic shares for the periods in whichthe Company has net income available to vested common shares outstanding. A participating security is defined as an unvested share-based payment award containing non-forfeitable rights to dividends regardless of whether or not the awards ultimately vest or expire. Net losses are not allocated to participating securities unless theholder has a contractual obligation to share in the losses.

159

Gramercy Property Trust(F/K/A Chambers Street Properties)

Notes To Consolidated Financial Statements(Amounts in thousands, except share and per share data)

December 31, 2015

Earnings per share for the years ended December 31, 2015, 2014 and 2013 are computed as follows:

Diluted income (loss) per share assumes the conversion of all common share equivalents into an equivalent number of common shares if the effect is not anti-dilutive. Options were computed using the treasury share method. The Company only includes the effect of the excess conversion premium in the calculation of diluted earningsper share, as the Company has the intent and ability to settle the debt component of the Exchangeable Senior Notes in cash and the excess conversion premium in shares.The weighted average price of the Company’s common shares for the year ended December 31, 2015 was above the exchange price of $7.66 for the year ended December 31, 2015, however due to the net loss available to common shareholders the excess conversion premium was excluded from the calculation of earnings pershare. The weighted average price of the Company’s common shares from March 18, 2014, the date of issuance, through December 31, 2014 was below the exchange price of $7.76 for the period. Therefore, there is no potential dilutive effect of the excess conversion premium and no effect was included in the calculation of dilutedearnings per share for the years ended December 31, 2015 or 2014.

160

For the Year Ended December 31,

2015 2014 2013

Numerator – Income (loss):

Net income (loss) from continuing operations $ (50,433) $ 55,193 $ (8,172)

Net income (loss) from discontinued operations 875 (524) 392,999

Income (loss) before gains on disposals (49,558) 54,669 384,827

Net gains on disposals 839 — —

Net income (loss) (48,719) 54,669 384,827

Net loss attributable to noncontrolling interest 791 236 —

Preferred share redemption costs — (2,912) —

Nonforfeitable dividends allocated to unvested restricted shareholders (104) (13) —

Preferred share dividends (6,234) (7,349) (7,162)

Net income (loss) available to vested common shares outstanding $ (54,266) $ 44,631 $ 377,665

Denominator – Weighted average shares (1):

Weighted average basic shares outstanding 182,096,149 83,582,183 49,043,852

Effect of dilutive securities:

Unvested share based payment awards — 1,004,747 —

Options — 41,798 —

Phantom shares — 472,317 —

Shares related to OP Units — 824,464 —

Exchangeable Senior Notes — — —

Diluted Shares 182,096,149 85,925,509 49,043,852

(1) As a result of the Merger, each outstanding share of common stock of Gramercy Property Trust Inc. was converted into 3.1898 of a newly issued common share of the Company. Therefore, the historical data related to quarterly earnings per common share for the periods ended before December 31, 2015 have been adjusted bythe Merger exchange ratio of 3.1898.

Gramercy Property Trust(F/K/A Chambers Street Properties)

Notes To Consolidated Financial Statements(Amounts in thousands, except share and per share data)

December 31, 2015

For the year ended December 31, 2015, 52,976 share options, 3,133,248 unvested share based payment awards, 1,555,007 common shares related to Legacy OP Units, and 472,154 Exchangeable Senior Notes were computed using the treasury share method, which due to the net loss from continuing operations excluding amountsattributable to noncontrolling interest and adjusted for preferred dividends declared during the period were anti-dilutive. For the year ended December 31, 2015, the Company excluded unvested restricted share awards of 684,199 from its weighted average basic shares outstanding due to the net loss from continuing operationsexcluding amounts attributable to noncontrolling interest and adjusted for preferred dividends declared during the period.

For the year ended December 31, 2013, 40,998 share options, 541,296 unvested share based payment awards, and 425,869 phantom share units were computed using the treasury share method, which due to the net loss from continuing operations excluding amounts attributable to noncontrolling interest and adjusted for preferreddividends declared during the period were anti-dilutive. For the year ended December 31, 2013, the Company excluded unvested restricted stock awards of 541,296 from its weighted average basic shares outstanding due to the net loss from continuing operations excluding amounts attributable to noncontrolling interest and adjusted forpreferred dividends declared during the period.

Accumulated other comprehensive income (loss)

Accumulated other comprehensive income (loss) as of December 31, 2015, 2014 and 2013 is comprised of the following:

14. Benefit Plans

In June 2009, the Company implemented a 401(k) Savings/Retirement Plan, or the 401(k) Plan, to cover eligible employees of the Company, and any designatedaffiliate. The 401(k) Plan permits eligible employees to defer up to15% of their annual compensation, subject to certain limitations imposed by the Internal Revenue Code.The employees’ elective deferrals are immediately vested and non-forfeitable. The 401(k) Plan provides for discretionary matching contributions by the Company. Exceptfor the 401(k) Plan, at December 31, 2015, the Company did not maintain a defined benefit pension plan, post-retirement health and welfare plan or other benefit plans. The expense associated with the Company’s matching contribution was $185, $229, and $156 for the years ended December 31, 2015, 2014 and 2013, respectively.

161

As of December 31,

2015 2014 2013(1)

Net unrealized gain (loss) on derivative securities $ (6,074) $ (3,189) $ (186)

Net unrealized gain (loss) on debt instruments 1,010 (466) (1,219)

Foreign currency translation adjustments:

Gain on net investment hedge(2) 14 — —

Other foreign currency translation adjustments (656) (48) —

Reclassification of swap loss into interest expense (45) — —

Total accumulated other comprehensive income (loss) $ (5,751) $ (3,703) $ (1,405)

(1) The Company reclassified unrealized gains on CMBS of $107,774 for the year ended December 31, 2013 into net income as a component of the gain on disposal ofGramercy Finance on the Consolidated Statement of Operations. The Company also reclassified the unamortized fair value of terminated swaps previously designatedas cash flow hedges of $6,359 into net income as a component of the gain on disposal of Gramercy Finance on the Consolidated Statement of Operations.

(2) The Company's net investment hedge related to its net investment in the Gramercy European Property Fund is included in the foreign currency translationadjustments within other comprehensive income.

Gramercy Property Trust(F/K/A Chambers Street Properties)

Notes To Consolidated Financial Statements(Amounts in thousands, except share and per share data)

December 31, 2015

In connection with the Merger, the Company inherited Chambers’ 401(k) Qualified Safe-Harbor Retirement Plan, or the Chambers 401(k) Plan, which was in placethrough December 31, 2015. Under the Chambers 401(k) Plan, eligible employees may make discretionary contributions and the Chambers 401(k) Plan provides for amatching contribution by the Company up to an amount equal to the sum of 100% of an employee’s 401(k) contributions that do not exceed 3% of annual compensation for the year, plus a matching contribution in an amount equal to the sum of 50% of an employee’s 401(k) contributions that exceed 3% of annual compensation for the plan year and that do not exceed 4% of annual compensation for the plan year. Contributions made by employees and Chambers vest immediately in the Chambers 401(k)Plan and the Company will match contributions according to the terms of the Chambers 401(k) Plan.

15. Noncontrolling Interest

The Company's Operating Partnership indirectly owns (i) all of the Company’s consolidated real estate investments, (ii) the Company’s interests in unconsolidated investments and (iii) the entities, primarily a taxable REIT subsidiary, or TRS, that conduct the Company’s third-party asset management operations. The Company is the sole general partner of the Operating Partnership. Noncontrolling interests represent the common units of limited partnership interest in Legacy Gramercy’s operating partnership, the entity that owns substantially all of Legacy Gramercy’s assets and investments, or Legacy OP Units, not held by the Company as well as third-party equity interests in the Company’s other consolidated subsidiaries. Legacy OP Units may be redeemed for one share of the Company’s common stock. The redemption rights are outside of the Company’s control, and thus the Legacy OP Units are classified as a component of temporary equity and are shown in the mezzanine equitysection of the Company’s Consolidated Financial Statements. The Company is party by assumption to a registration rights agreement with the holders of the Legacy OPUnits that requires the Company, subject to the terms and conditions and certain exceptions set forth therein, to file and maintain a registration statement relating to theissuance of shares of its common shares upon redemption of Legacy OP Units.

Common Units of Limited Partnership Interest in the Operating Partnership

On July 31, 2014, the Company issued 944,601 Legacy OP Units in connection with the acquisition of three properties. Subsequent to the Merger, each OP Unit may be redeemed at the election of the holder for cash equal to the then fair market value of 3.1898 shares of the Company’s common stock, par value $0.01 per share, except that the Company may, at its election, acquire each Legacy OP Unit for 3.1898 shares of the Company’s common stock. The Legacy OP Unit holders do not have anyobligation to provide additional contributions to the partnership, nor do they have any decision making powers or control over the Gramercy Operating Partnership’s business. The Legacy OP Unit holders do not have voting rights; however, they are entitled to receive dividends.

As of December 31, 2015, the noncontrolling interest unit holders owned 442,319 OP Units, which can be redeemed for 1,410,909 shares, representing an interest of approximately 0.33% in the Company. During the years ended December 31, 2015 and 2014, 453,129 and 1,149,009 Legacy OP Units, respectively, were converted on a one-for-one basis into shares of Legacy Gramercy's common stock. At December 31, 2015, 1,410,909 shares of the Company’s common stock were reserved for issuance upon redemption of units of limited partnership interest of the Company's Operating Partnership, as each Legacy OP Unit is redeemable for 3.1898 shares of the Company’s common stock following the Merger.

Legacy OP Units are recorded at the greater of cost basis or fair market value based on the closing share price of the Company’s common shares at the end of the reporting period. As of December 31, 2015, the value of the Legacy OP units was $10,892. The Company attributes a portion of its net income (loss) during eachreporting period to noncontrolling interest based on the percentage ownership of Legacy OP Unit holders relative to the Company’s total outstanding common shares and Legacy OP Units. The Company recognizes changes in fair value in the Legacy OP Units through accumulated deficit, however decreases in fair value are recognizedonly to the extent that increases to the amount in temporary equity were previously recorded. The Company’s diluted earnings per share includes the effect of any potential shares outstanding from redemption of the Legacy OP Units.

162

Gramercy Property Trust(F/K/A Chambers Street Properties)

Notes To Consolidated Financial Statements(Amounts in thousands, except share and per share data)

December 31, 2015

Below is the rollforward of the activity relating to the noncontrolling interests in the Gramercy Operating Partnership as of December 31, 2015:

Interests in Other Operating Partnerships

In connection with the Company’s December 2014 investment in the Gramercy European Property Fund, the Company acquired a 50% equity interest in EuropeanFund Manager, which provides investment and asset management services to Gramercy European Property Fund. European Fund Manager is a VIE of the Company andis consolidated into its Consolidated Financial Statements. Refer to Note 2 for further discussion of the VIE and consolidation considerations.

As of December 31, 2015 and 2014, the value of the Company’s interest in European Fund Manager was $(249) and $0, respectively. The Company’s interest in European Fund Manager is presented in the equity section of the Company’s Consolidated Financial Statements.

16. Commitments and Contingencies

Funding Commitments

Capital expenditures consist of expenditures to maintain assets, tenant improvement allowances and other construction or expansion obligations under tenant leases,and leasing commissions. As of December 31, 2015, the Company had commitments relating to tenant improvement allowances and funding obligations under leasestotaling approximately $19,000 that are expected to be funded over the next five years. Additionally, the Company is obligated to fund the development of Chisholm, abuild-to-suit property in Round Rock, Texas, which is a consolidated VIE, and upon substantial completion of the development to acquire the property through a forwardpurchase contract. The Company’s remaining future commitment for the property at December 31, 2015 is approximately $20,941.

The Company has committed approximately $54,310 (€50,000) to the Gramercy European Property Fund, which was formed in December 2014. As of December 31,2015 and 2014, the Company had contributed $25,663 (€23,160) and $0 (€0), respectively. See Note 6, “Unconsolidated Equity Investments,” for further information on the Gramercy European Property Fund. Foreign currency commitments have been converted into U.S. dollars based on (i) the foreign exchange rate at the closing date forcompleted transactions and (ii) the exchange rate that prevailed on December 31, 2015, in the case of unfunded commitments.

163

NoncontrollingInterest

Balance as of December 31, 2014 $ 16,129

Issuance of noncontrolling interests in the Company’s operating partnerships —

Redemption of noncontrolling interests in the Company’s operating partnerships (3,788)

Net loss attribution (376)

Fair value adjustments (739)

Dividends (334)

Balance as of December 31, 2015 $ 10,892

Gramercy Property Trust(F/K/A Chambers Street Properties)

Notes To Consolidated Financial Statements(Amounts in thousands, except share and per share data)

December 31, 2015

Legal Proceedings

The Company evaluates litigation contingencies based on information currently available, including the advice of counsel and the assessment of available insurancecoverage. The Company will establish accruals for litigation and claims when a loss contingency is considered probable and the related amount is reasonably estimable.The Company will periodically review these contingencies which may be adjusted if circumstances change. The outcome of a litigation matter and the amount or range ofpotential losses at particular points may be difficult to ascertain. If a range of loss is estimated and an amount within such range appears to be a better estimate than anyother amount within that range, then that amount is accrued.

Legacy Gramercy, its board of directors, Chambers Street and/or Merger Sub are named as defendants in two pending putative class action lawsuits brought by purported Legacy Gramercy stockholders challenging the Merger. Two suits that were separately filed in New York Supreme Court, New York County, captioned (i)Berliner v. Gramercy Property Trust, et al., Index No. 652424/2015 (filed July 9, 2015) and (ii) Gensler v. Baum, et al., Index No. 157432/2015 (filed July 22, 2015),have been consolidated into a single action under the caption In re Gramercy Property Trust Stockholder Litigation, Index No. 652424/2015 (the “New York Action”). In addition, four suits that were separately filed in Circuit Court for Baltimore City, Maryland, captioned (i) Jobin v. DuGan, et al., Case No. 24-C-15-003942 (filed July 27, 2015); (ii) Vojik v. Gramercy Property Trust, et al., Case No. 24-C-15-004412 (filed August 25, 2015); (iii) Hoffbauer et al. v. Chambers Street Properties, et al., 24-C-15-004904 (filed September 24, 2015) (originally filed as two separate suits in the Circuit Court for Baltimore County, Maryland, captioned Plemons v. Chambers StreetProperties, et al., Case No. 03-C-15-007943 (filed July 24, 2015) and Hoffbauer et al. v. Chambers Street Properties, et al., Case No. 03-C-15-008639 (filed August 12, 2015), and refiled as a single action in the Circuit Court for Baltimore County on September 24, 2015); and (iv) Morris v. Gramercy Property Trust, et al., Case No. 24-C-15-004972 (filed September 28, 2015) have been consolidated into a single action under the caption Glenn W. Morris v. Gramercy Property Trust Inc. et al., Case No. 24-C-15-004972 (the “Maryland Action,” and together with the New York Action, the “Actions”). The complaints allege, among other things, that the directors of LegacyGramercy breached their fiduciary duties to Legacy Gramercy stockholders by agreeing to sell the Company for inadequate consideration and agreeing to improper dealprotection terms in the merger agreement, and that the preliminary joint proxy statement/prospectus filed with the SEC on Form S-4 on September 11, 2015 was materially incomplete and misleading. The complaints also allege that Chambers Street, Merger Sub and/or Legacy Gramercy aided and abetted these purported breachesof fiduciary duty. The amended complaint in the Morris consolidated action also asserts derivative claims on behalf of Legacy Gramercy for breach of fiduciary dutyagainst the directors of Legacy Gramercy. Plaintiffs seek, among other things, an injunction barring the Merger, rescission of the Merger to the extent it is alreadyimplemented, declaratory relief, an award of damages and/or costs/attorney fees.

On December 7, 2015, the parties to the Actions entered into a Memorandum of Understanding (the “MOU”), which provides for the settlement of the Actions. While the defendants in the Actions continue to vigorously deny all allegations of wrongdoing, fault, liability or damage to any of the plaintiffs or the class of stockholders ofLegacy Gramercy, and believe that no supplemental disclosure is required under the applicable law, in order to (i) avoid the burden, inconvenience, expense anddistraction of further litigation in connection with the Actions, (ii) finally put to rest and terminate all of the claims that were or could have been asserted against thedefendants in the Actions and (iii) permit the Merger to proceed without risk of the courts in New York or Maryland ordering an injunction or damages in connection withthe Actions, Chambers and Legacy Gramercy agreed, without admitting any liability or wrongdoing, pursuant to the terms of the MOU, to make certain supplementaldisclosures related to the proposed Merger, which were set forth in Legacy Gramercy's Current Report on Form 8-K filed with on December 7, 2015.

164

Gramercy Property Trust(F/K/A Chambers Street Properties)

Notes To Consolidated Financial Statements(Amounts in thousands, except share and per share data)

December 31, 2015

The MOU contemplates that the parties will enter into a stipulation of settlement. The stipulation of settlement will be subject to customary conditions, including,among other things, confirmatory discovery and court approval following notice to Legacy Gramercy stockholders. In the event that the parties enter into a stipulation ofsettlement, a hearing will be scheduled at which a court will consider the fairness, reasonableness and adequacy of the settlement. If the settlement is finally approved bythe court, it will resolve and release all claims by stockholders of Legacy Gramercy challenging any aspect of the proposed Merger, the Merger Agreement and anydisclosure made in connection therewith, pursuant to terms that will be set forth in the notice sent to Legacy Gramercy stockholders prior to final approval of thesettlement. In addition, in connection with the settlement, the parties contemplate that plaintiffs’ counsel will file a petition for an award of attorneys’ fees and expenses to be paid by Gramercy or its successor. There can be no assurance that the court will approve the settlement. In the event that the settlement is not approved or that theconditions are not satisfied, the settlement may be terminated.

On October 1, 2015, a putative class action lawsuit was filed in the Superior Court of New Jersey, Law Division, Mercer County by a purported shareholder ofChambers Street. The action, captioned Elstein v. Chambers Street Properties et al., Docket No. L-002254-15 (the “New Jersey Action”), names as defendants Chambers Street, its board of trustees and Legacy Gramercy. The complaint alleges, among other things, that the trustees of Chambers Street breached their fiduciary duties toChambers Street’s shareholders by agreeing to the Merger after a flawed sales process and by approving improper deal protection terms in the merger agreement, and thatLegacy Gramercy aided and abetted these purported breaches of fiduciary duty. The complaint also alleges that the preliminary joint proxy statement/prospectus wasmaterially misleading and incomplete. Plaintiffs seek, among other things, an injunction barring the Merger, rescission of the Merger to the extent it is alreadyimplemented, declaratory relief and an award of damages.

On December 3, 2015, the parties to the New Jersey Action entered into a Stipulation of Settlement providing for the settlement of the New Jersey Action. While thedefendants in the New Jersey Action continue to vigorously deny all allegations of wrongdoing, fault, liability or damage to any of the plaintiffs or the class ofshareholders of Chambers, and believe that no supplemental disclosure is required under the applicable law, in order to (i) avoid the burden, inconvenience, expense anddistraction of further litigation in connection with the New Jersey Action, (ii) finally put to rest and terminate all of the claims that were or could have been assertedagainst the defendants in the New Jersey Action and (iii) permit the Merger to proceed without risk of the Superior Court of New Jersey ordering an injunction ordamages in connection with the New Jersey Action, Chambers and Legacy Gramercy agreed, without admitting any liability or wrongdoing, pursuant to the terms of theStipulation of Settlement, to make certain supplemental disclosures related to the proposed Merger, all of which were set forth in Legacy Gramercy's Current Report onForm 8-K filed with on December 7, 2015. The Stipulation of Settlement is subject to customary conditions, including court approval following notice to the Chambersshareholders. If the settlement is finally approved by the court, it will resolve and release all claims by shareholders of Chambers challenging any aspect of the proposedMerger, the Merger Agreement and any disclosure made in connection therewith, including in the Definitive Proxy Statement, pursuant to terms that will be set forth inthe notice sent to Chambers’ shareholders prior to final approval of the settlement. There can be no assurance that the court will approve the settlement. In the event thatthe settlement is not approved or that the conditions are not satisfied, the settlement may be terminated.

The defendants believe the lawsuits are without merit.

In December 2010, the Company sold its 45% joint venture interest in the leased fee of the 2 Herald Square property in New York, New York, for approximately$25,600 plus assumed mortgage debt of approximately $86,100 , or the 2 Herald Sale Transaction. Subsequent to the closing of the transaction, the New York CityDepartment of Finance, or the NYC DOF, and New York State Department of Taxation, or the NYS DOT, issued notices of determination assessing, in the case of theNYC DOF notice, approximately $2,924 of real property transfer tax, plus interest, and, in the case of the NYS DOT notice, approximately $446 of real property transfer tax, plus interest, collectively, the Transfer Tax Assessments, against the Company in connection with the 2 Herald Sale Transaction. The Company believes that NYCDOF and NYS DOT erred in issuing the Transfer Tax Assessments and intends to vigorously defend against same.

165

Gramercy Property Trust(F/K/A Chambers Street Properties)

Notes To Consolidated Financial Statements(Amounts in thousands, except share and per share data)

December 31, 2015

In September 2013, the Company filed a petition challenging the NYC DOF Transfer Tax Assessment with the New York City Tax Appeal Tribunal. In July 2014, theCompany filed a similar petition challenging the NYS DOT Transfer Tax Assessment. Trial of the Company’s NYC DOF Transfer Tax Assessment appeal was completed in December 2014.

In April 2015, the New York City Tax Appeals Tribunal, or the NYC Tribunal, rendered an opinion denying the Company’s petition challenging the NYC DOF Transfer Tax Assessment and ruled that the Company is liable for the NYC DOF Transfer Tax Assessment. In July 2015, the Company appealed the adverse decision ofthe NYC Tribunal. A decision on the Company’s appeal is expected in 2016.

No decision has yet been rendered in connection with the NYS DOT Transfer Tax Assessment, which the Company anticipates will be set for trial by mid-2016.

In April 2015, to stop the accrual of additional interest while the Company’s appeals are pending, the Company paid the NYC DOF $4,025 in full satisfaction of the NYC DOF Transfer Tax Assessment and the NYS DOT $617 in full satisfaction of the NYS DOF Transfer Tax Assessment.

There was $4,454 accrued as of December 31, 2014 including $271 of additional interest recorded in discontinued operations for the matter for the year endedDecember 31, 2014. There was $68 of additional interest recorded in discontinued operations for the matter for the year ended December 31, 2015.

In connection with the Company’s property acquisitions and the Merger, the Company has determined that there is a risk it will have to pay future amounts to tenantsrelated to continuing operating expense reimbursement audits. The Company has estimated a range of loss and determined that its best estimate of total loss is $8,000, including $1,000 related to the Merger, which has been accrued and recorded in other liabilities as of December 31, 2015. The Company has determined that there is a reasonable possibility that a loss may be incurred in excess of $8,000 and estimates this range to be $8,000 to $18,000.

In addition, the Company and/or one or more of its subsidiaries is party to various litigation matters that are considered routine litigation incidental to its business,none of which are considered material.

Office Leases

The Company has several office locations, which are each subject to operating lease agreements. These office locations include the Company’s corporate office at 521 Fifth Avenue, New York, New York, and the Company’s three regional offices located in Horsham, Pennsylvania, Clayton, Missouri, and London WC2E 9HE, UnitedKingdom. In connection with the Merger, the Company assumed operating leases on offices located in Princeton, New Jersey and Los Angeles, California. Related to itsoperating leases for office locations, the Company incurred rental expense of $775, $601, and $393 for the years ended December 31, 2015, 2014, and 2013.

The New York, New York lease has rents of approximately $368 per annum for year one rising to $466 per annum in year ten. The Company’s previous corporate office lease, which was canceled in September 2013 concurrent with the signing of the new lease at 521 Fifth Avenue, was at 420 Lexington Avenue, New York, NewYork, and was with SLG Graybar Sublease LLC, an affiliate of SL Green. The Horsham, Pennsylvania lease has rents of approximately $151 per annum for year one rising to $221 per annum in year four, and expires in April 2018. The Company’s previous regional office lease, which expired in April 2014, was in Jenkintown,Pennsylvania with rents of approximately $322 per annum, and was with an affiliate of KBS. The Clayton, Missouri has rents of $21 per annum for year one, rising to $22per annum in year three, and expires in December 2016. The London office lease expires in January 2020 and has rents of approximately $156 per annum for year one with increases of 3% per annum. The Princeton office lease expires in December 2018 and has rents of $494 in year one, rising to $509 in year two and $523 in year three. The Los Angeles office lease expires in February 2016 and has rent of $25 for the two months in 2016.

166

Gramercy Property Trust(F/K/A Chambers Street Properties)

Notes To Consolidated Financial Statements(Amounts in thousands, except share and per share data)

December 31, 2015

Capital and Operating Ground Leases

Certain properties acquired are subject to ground leases, which are accounted for as operating and capital leases. The ground leases have varying ending dates, renewaloptions and rental rate escalations, with the latest leases extending to June 2053. Future minimum rental payments to be made by the Company under these noncancelableground leases, excluding increases resulting from increases in the consumer price index, are as follows:

The Company incurred rent expense on ground leases of $1,582, $853 and $0 during the years ended December 31, 2015, 2014 and 2013, respectively.

17. Income Taxes

The Company has elected to be taxed as a REIT, under Sections 856 through 860 of the Internal Revenue Code beginning with its taxable year ended December 31,2004. To qualify as a REIT, the Company must meet certain organizational and operational requirements, including a requirement to distribute at least 90% of its ordinarytaxable income to stockholders. As a REIT, the Company generally will not be subject to U.S. federal income tax on taxable income that it distributes to its stockholders.If the Company fails to qualify as a REIT in any taxable year, it will then be subject to U.S. federal income taxes on taxable income at regular corporate rates and will notbe permitted to qualify for treatment as a REIT for U.S. federal income tax purposes for four years following the year during which qualification is lost unless the InternalRevenue Service grants the Company relief under certain statutory provisions. Such an event could materially adversely affect the Company’s net income and net cash available for distributions to stockholders. However, the Company believes that it is organized and will operate in such a manner as to qualify for treatment as a REIT andthe Company intends to operate in the foreseeable future in such a manner so that it will qualify as a REIT for U.S. federal income tax purposes. The Company may,however, be subject to certain state and local taxes. The Company’s TRSs are subject to federal, state and local taxes. The Company’s Asset and Property management business, Gramercy Asset Management, conducts its business through a wholly-owned TRS. In addition to the limitation on the Company's use of its net operating lossesunder Section 382, since the Company uses separate subsidiary REITs and taxable REIT subsidiaries to conduct different aspects of its business, losses incurred by theindividual subsidiary REITs and TRSs are only available to offset taxable income derived by each respective subsidiary REIT or TRS.

The Company’s provision for income taxes for the years ended December 31, 2015, 2014 and 2013 is summarized as follows:

For the years ended December 31, 2015, 2014 and 2013 the Company recorded $2,153, $809, and $8,908 of income tax expense, including $0, $0 and $2,515 within discontinued operations, respectively. Tax expense for the years ended December 31, 2015, 2014 and 2013 in continuing operations is comprised of federal, state and local taxes primarily attributable to Gramercy Asset Management. Tax expense for the year ended December 31, 2013 included in discontinued operations is comprised offederal, state and local taxes attributable to the sale of the CDO management contracts to CWCapital. As of December 31, 2015, returns for the calendar years 2012 through 2015 remain subject to examination by the Internal Revenue Service and various state and local tax jurisdictions. As of December 31, 2015, certain returns for calendar year 2011 also remain subject to examination by various state and local tax jurisdictions.

Net deferred tax assets of $453 and $738 are included in other assets on the accompanying Consolidated Balance Sheets at December 31, 2015 and 2014, respectively. These net deferred tax assets relate primarily to differences in the timing of the recognition of income (loss) between GAAP and tax. All deferred tax assets relating to netoperating loss carry forwards of TRSs are fully reserved.

167

GroundLeases -

Operating

GroundLeases -Capital Total

2016 $ 1,806 $ — $ 1,806

2017 1,805 — 1,805

2018 1,805 — 1,805

2019 1,727 — 1,727

2020 1,732 — 1,732

Thereafter 47,992 329 48,321

Total minimum rent expense $ 56,867 $ 329 $ 57,196

2015 2014 2013

Current:

Federal $ (859) $ (1,235) $ (5,902)

State and local (1,009) 323 (2,535)

Total current (1,868) (912) (8,437)

Deferred:

Federal (228) 197 (348)

State and local (57) (94) (123)

Total deferred (285) 103 (471)

Total income tax expense $ (2,153) $ (809) $ (8,908)

Gramercy Property Trust(F/K/A Chambers Street Properties)

Notes To Consolidated Financial Statements(Amounts in thousands, except share and per share data)

December 31, 2015

The income tax provision differs from the amount computed by applying the statutory federal income tax rate to pretax operating income, as follows:

As of December 31, 2015, the Company and each of its eight subsidiaries which file corporate tax returns, had total net loss carryforwards, inclusive of net operatinglosses and capital losses, of approximately $514,000. The aggregate amounts of net operating loss carryforwards and capital loss carryforwards as of December 31, 2015are subject to the completion of the 2015 tax returns. Net operating loss carryforwards and capital loss carryforwards can generally be used to offset future ordinaryincome and capital gains of the entity originating the losses, for up to 20 years and five years, respectively, however, the Company has limits on the maximum amount ofloss carryforwards that can be used in any given year, as discussed below. The amounts of net operating loss carryforwards and capital loss carryforwards as ofDecember 31, 2015 are subject to the completion of the 2015 tax returns.

In January 2011 and December 2015, the Company and some of its subsidiaries experienced an ownership change, as defined for purposes of Section 382 of theInternal Revenue Code of 1986, as amended. In general, an “ownership change” occurs if there is a change in ownership of more than 50% of common stock during acumulative three year period. For this purpose, determinations of ownership changes are generally limited to shareholders deemed to own 5% or more of the Company’s common stock. The provisions of Section 382 will apply an annual limit to the amount of net loss carryforwards that can be used by the Company or its subsidiary thatgenerated the loss to offset future ordinary income and capital gains received by the Company or the subsidiary (as the case may be), beginning with the 2011 taxableyear. Because the Company uses separate subsidiary REITs and taxable REIT subsidiaries to conduct different aspects of its business, losses incurred by the individualsubsidiary REITs or TRSs are only available to offset taxable income derived by each respective subsidiary REIT or TRS. Accordingly, to the extent the Company, asubsidiary REIT or a TRS has taxable income in future years and has net loss carryforwards incurred prior to the ownership changes which are available to be utilized,such net loss carryforwards would be limited in future years, and they may have greater taxable income as a result of such limitation.

The Company’s policy for interest and penalties, if any, on material uncertain tax positions recognized in the financial statements is to classify these as interestexpense and operating expense, respectively. As of December 31, 2015, 2014 and 2013, the Company did not incur any material interest or penalties.

18. Environmental Matters

The Company believes that it is in compliance in all material respects with applicable federal, state and local ordinances and regulations regarding environmentalissues. Its management is not aware of any environmental liability that it believes would have a materially adverse impact on the Company’s financial position, results of operations or cash flows.

19. Segment Reporting

As of December 31, 2015, the Company has determined that it has two reportable operating segments: Asset Management and Investments/Corporate. On March 15,2013, the Company disposed of its third reportable segment, Gramercy Finance, as discussed in Note 4. The reportable segments are determined based upon the management approach, which looks to the Company’s internal organizational structure. The Company’s lines of business require different support infrastructures. Allsignificant inter-segment balances and transactions have been eliminated.

The Third-Party Asset Management segment includes substantially all of the Company’s activities related to asset and property management of commercial propertieslocated throughout the United States and Europe. The Asset Management segment generates revenues from fee income related to the management agreements forproperties owned by third parties throughout the United States and Europe.

The Investments/Corporate segment includes all of the Company’s activities related to the investment and ownership of commercial properties located throughout theUnited States and Europe. The Investments/Corporate segment generates revenues from rental revenues from properties owned by the Company, either directly or in unconsolidated equity investments.

The Company evaluates performance based on the following financial measures for each segment:

168

For the year ended December 31,

2015 2014 2013

Income tax expense at federal statutory rate $ (8,950) $ (19,500) $ (137,775)

Tax effect of REIT election 7,642 18,501 138,563

State and local taxes, net of federal benefit (839) 194 (1,088)

Permanent difference (6) (4) (1)

Valuation allowance — — (8,607)

Total income tax provision $ (2,153) $ (809) $ (8,908)

AssetManagement

Investments /Corporate

TotalCompany

Year ended December 31, 2015

Total revenues $ 22,248 $ 215,024 $ 237,272

Equity in net loss from unconsolidated equity investments — (1,107) (1,107)

Total operating and interest expense(1) (21,694) (264,904) (286,598)

Net income (loss) from continuing operations(2) $ 554 $ (50,987) $ (50,433)

Gramercy Property Trust(F/K/A Chambers Street Properties)

Notes To Consolidated Financial Statements(Amounts in thousands, except share and per share data)

December 31, 2015

169

AssetManagement

Investments /Corporate

TotalCompany

Year ended December 31, 2014

Total revenues $ 25,017 $ 82,923 $ 107,940

Equity in net income from unconsolidated equity investments — 1,959 1,959

Total operating and interest expense(1) (21,154) (33,552) (54,706)

Net income from continuing operations(2) $ 3,863 $ 51,330 $ 55,193

AssetManagement

Investments /Corporate

TotalCompany

Year ended December 31, 2013

Total revenues $ 40,896 $ 15,808 $ 56,704

Equity in net loss from unconsolidated equity investments — (5,662) (5,662)

Total operating and interest expense(1) (30,887) (28,327) (59,214)

Net income (loss) from continuing operations(2) $ 10,009 $ (18,181) $ (8,172)

AssetManagement

Investments /Corporate

TotalCompany

Total Assets:

December 31, 2015 $ 5,882 $ 5,835,025 $ 5,840,907

December 31, 2014 $ 8,140 $ 1,491,860 $ 1,500,000

(1) Total operating and interest expense includes operating costs on commercial property assets for the Investments segment and costs to perform required functionsunder the management agreement for the Asset Management segment. Depreciation and amortization of $97,654, $36,408 and $5,675 and provision for taxes of $2,153, $809, and $6,393 for the years ended December 31, 2015, 2014 and 2013, respectively.

(2) Net income (loss) from continuing operation represents income (loss) before discontinued operations. Net income (loss) from continuing operations representsincome (loss) before discontinued operations.

Gramercy Property Trust(F/K/A Chambers Street Properties)

Notes To Consolidated Financial Statements(Amounts in thousands, except share and per share data)

December 31, 2015

20. Supplemental Cash Flow Information

The following table represents supplemental cash flow disclosures for the years ended December 31, 2015, 2014 and 2013:

170

2015 2014 2013

Supplemental cash flow disclosures:

Interest paid $ 30,303 $ 12,096 $ 17,902

Income taxes paid 1,730 1,565 9,237

Non-cash activity:

Net assets acquired in Merger in exchange for common shares $ 1,829,241 $ — $ —

Common shares registered in exchange for net assets acquired in Merger 1,829,241 — —

Land acquired for consideration of a note payable — — 4,839

Consolidation of real estate investments – unconsolidated equity investment interests — 106,294 —

Real estate acquired for units of noncontrolling interests in the operating partnership — 22,670 —

Fair value adjustment to noncontrolling interest in the operating partnership (769) 2,636 —

Debt assumed in acquisition of real estate 618,169 45,607 53,889

Common shares issued for acquisition of Gramercy Europe Asset Management — 652 —

Redemption of units of noncontrolling interest in the operating partnership for common stock (3,784) (8,727) —

Non-cash activities recognized in other comprehensive income:

Deferred losses and other non-cash activity related to derivatives $ (2,885) $ (3,002) $ (187)

Change in net unrealized loss on securities available for sale 1,476 752 (1,219)

Non-cash effect of foreign currency translation adjustments (594) (48) —

Gramercy Property Trust(F/K/A Chambers Street Properties)

Notes To Consolidated Financial Statements(Amounts in thousands, except share and per share data)

December 31, 2015

21. Selected Quarterly Financial Data (unaudited)

This unaudited quarterly financial information for the years ended December 31, 2015 and 2014 has been adjusted to reflect reclassifications for discontinuedoperations as of December 31, 2015.

171

2015 Quarter Ended(1) December 31, September 30, June 30, March 31,

Total Revenues $ 69,977 $ 65,213 $ 54,147 $ 47,935

Operating Income (Loss) (30,429) 12,967 7,015 7,409

Equity in net income (loss) of unconsolidated equity investments (133) (1,096) 123 (1)

Loss on extinguishment of debt (9,472) — — —

Provision for taxes (37) (985) (17) (1,114)

Income (loss) from continuing operations (51,509) 1,659 (607) 24

Income (loss) from discontinued operations 858 (41) 120 (62)

Income (loss) before net gains on disposals (50,651) 1,618 (487) (38)

Net gains on disposals 246 392 201 —

Net income (loss) (50,405) 2,010 (286) (38)

Net loss attributable to noncontrolling interest 748 (20) 21 42

Net income (loss) attributable to Gramercy Property Trust (49,657) 1,990 (265) 4

Preferred share dividends (1,558) (1,559) (1,558) (1,559)

Net income (loss) available to common shareholders $ (51,215) $ 431 $ (1,823) $ (1,555)

Basic earnings per share:

Net income (loss) from continuing operations and after preferred dividends(2) $ (0.23) $ — $ (0.01) $ (0.01)

Net income (loss) from discontinued operations(2) — — — —

Net income (loss) available to common shareholders(2) $ (0.23) $ — $ (0.01) $ (0.01)

Diluted earnings per share:

Net income (loss) from continuing operations and after preferred dividends(2) $ (0.23) $ — $ (0.01) $ (0.01)

Net income (loss) from discontinued operations(2) — — — —

Net income (loss) available to common shareholders(2) $ (0.23) $ — $ (0.01) $ (0.01)

Basic weighted average common shares outstanding(2) 218,638,226 183,945,495 177,393,521 149,115,357

Diluted weighted average common shares and common share equivalents outstanding(2) 218,638,226 187,683,631 177,393,521 149,115,357

(1) 2015 quarterly data includes fourteen days of activity from the Merger in the period ended December 31, 2015.

(2) As a result of the Merger, each outstanding common share of Gramercy Property Trust Inc. was converted into 3.1898 of a newly issued share of common stock of the Company. Therefore, the historical data related to quarterly earnings per common share for the periods ended before December 31, 2015 have been adjusted bythe Merger exchange ratio of 3.1898.

Gramercy Property Trust(F/K/A Chambers Street Properties)

Notes To Consolidated Financial Statements(Amounts in thousands, except share and per share data)

December 31, 2015

22. Subsequent Events

In January 2016, the Company issued and sold $50,000 aggregate principal amount of its Senior Unsecured Notes in a private placement with the same terms as thepreviously issued Senior Unsecured Notes.

Subsequent to December 31, 2015, the Company closed on the acquisition of three industrial properties which comprise an aggregate 621,646 square feet and were acquired for an aggregate purchase price of approximately $52,750. The properties are 100% leased with lease terms ending between January 2031 and October 2034.

Subsequent to December 31, 2015, the Company sold nine office properties, four of which were sold out of the Duke Joint Venture. The properties comprised anaggregate 1,769,909 square feet and were sold for gross proceeds of approximately $477,829, including the proceeds from the Duke Joint Venture property sales at the Company's 80% pro-rata share. In connection with the sales, the Company paid off the outstanding loans on seven of the properties for an aggregate of $83,433. Related to one of these wholly-owned properties sold subsequent to December 31, 2015, the Company paid off the $112,000 outstanding balance on the loan that encumbered the property in January 2016, prior to its disposition.

Subsequent to December 31, 2015, the Company's board of trustees approved a share repurchase program authorizing the Company to repurchase up to $100,000 of its outstanding common shares. Purchases under the share repurchase program will be made from time to time in the open market or in privately negotiated transactions. Thetiming, manner, price and amount of any repurchases will be determined by the Company at its discretion. The share repurchase program may be suspended ordiscontinued at any time.

172

2014 Quarter Ended December 31, September 30, June 30, March 31,

Total Revenues $ 37,427 $ 34,301 $ 20,628 $ 15,584

Operating Income 3,603 3,322 (156) 1,556

Equity in net income of unconsolidated equity investments 103 103 1,125 628

Gain on remeasurement of previously held joint venture — — 72,345 —

Loss on extinguishment of debt — — (1,925) —

Net income (loss) from continuing operations before provision for taxes (5,883) (2,252) 64,183 (46)

Provision for taxes 162 (165) (437) (369)

Net income (loss) continuing operations (5,721) (2,417) 63,746 (415)

Net loss from discontinued operations (2) (41) (395) (86)

Net income (loss) (5,723) (2,458) 63,351 (501)

Net loss attributable to noncontrolling interest 132 104 — —

Net income (loss) attributable to Gramercy Property Trust (5,591) (2,354) 63,351 (501)

Preferred share redemption costs — (2,912) — —

Preferred share dividends (1,576) (2,192) (1,791) (1,790)

Net income (loss) available to common shareholders $ (7,167) $ (7,458) $ 61,560 $ (2,291)

Basic earnings per share:

Net income (loss) from continuing operations and after preferred dividends(1) $ (0.07) $ (0.08) $ 0.84 $ (0.04)

Net income (loss) from discontinued operations(1) — — — —

Net income (loss) available to common shareholders(1) $ (0.07) $ (0.08) $ 0.84 $ (0.04)

Diluted earnings per share:

Net income (loss) from continuing operations and after preferred dividends(1) $ (0.07) $ (0.08) $ 0.82 $ (0.04)

Net income (loss) from discontinued operations(1) — — — —

Net income (loss) available to common shareholders(1) $ (0.07) $ (0.08) $ 0.82 $ (0.04)

Basic weighted average common shares outstanding(1) 106,746,389 94,040,207 73,966,677 56,430,720

Diluted weighted average common shares and common share equivalents outstanding(1) 106,746,389 94,040,207 75,827,505 56,430,720

(1) As a result of the Merger, each outstanding common share of Gramercy Property Trust Inc. was converted into 3.1898 of a newly issued share of common stock of the Company. Therefore, the historical data related to quarterly earnings per common share for the periods ended before December 31, 2015 have been adjusted bythe Merger exchange ratio of 3.1898.

Gramercy Property TrustSCHEDULE II

Valuation and Qualifying Accounts(In thousands)

173

Tenant and Other Receivables -Allowance

Balance atBeginning of

Year

AdditionsCharged to Costs

and Expenses DeductionsBalance at

End of Year

Year ended December 31, 2015 $ 188 $ (63) $ (79) $ 204

Year ended December 31, 2014 $ 449 $ 107 $ 368 $ 188

Year ended December 31, 2013 $ 211 $ 450 $ 212 $ 449

Gramercy Property TrustSCHEDULE III

Real Estate Investments(In thousands)

174

Initial Costs(2)Gross Amount at Which Carried

December 31, 2015

City StateAcquisition

Date

Encumbrancesat

December 31, 2015(1) Land

Building andImprove-

ments

Work in Progress and CostsCapitalizedSubsequent

To Acquisition Land

Building and

Improve-ments Total(3)

AccumulatedDepreciationDecember 31,

2015

AverageDepreciable

Life

Industrial Properties:

Greenwood IN 11/20/2012 $ 7,610 $ 1,200 $ 12,002 $ — $ 1,200 $ 12,002 $ 13,202 $ (1,075) (4)

Greenfield IN 11/20/2012 6,150 600 9,357 — 600 9,357 9,957 (793) (4)

Olive Branch MS 3/11/2013 — 2,250 18,891 36 2,250 18,927 21,177 (1,441) (4)

Garland TX 3/19/2013 — 2,200 6,081 1,109 2,200 7,190 9,390 (1,060) (4)

Bellmawr NJ 5/30/2013 — 540 2,992 — 540 2,992 3,532 (292) (4)

Hialeah Gardens FL 5/31/2013 — 4,839 1,437 19,915 4,839 21,352 26,191 (801) (4)

Swedesboro NJ 6/28/2013 — 1,070 9,603 — 1,070 9,603 10,673 (705) (4)

Atlanta GA 8/22/2013 — 224 3,150 — 224 3,150 3,374 (599) (4)

Manassas VA 9/5/2013 — 890 2,796 — 890 2,796 3,686 (216) (4)

Manassus VA 9/5/2013 — 546 3,401 — 546 3,401 3,947 (257) (4)

Yuma AZ 10/1/2013 12,247 1,897 16,275 18 1,897 16,293 18,190 (1,500) (4)

Austin TX 10/23/2013 — 1,017 6,527 — 1,017 6,527 7,544 (536) (4)

Galesburg IL 11/15/2013 — 300 903 — 300 903 1,203 (86) (4)

Lawrence IN 11/15/2013 20,715 2,168 27,485 (38) 2,168 27,447 29,615 (1,963) (4)

Peru IL 11/15/2013 — 869 4,438 — 869 4,438 5,307 (339) (4)

Waco TX 11/21/2013 15,485 1,615 17,940 — 1,615 17,940 19,555 (1,133) (4)

Allentown PA 12/23/2013 23,443 4,767 25,468 — 4,767 25,468 30,235 (2,307) (4)

Los Angeles CA 12/30/2013 — 5,400 9,420 — 5,400 9,420 14,820 (641) (4)

Des Plaines IL 2/28/2014 2,533 1,512 3,720 — 1,512 3,720 5,232 (402) (4)

Elgin IL 4/23/2014 — 1,675 4,712 — 1,675 4,712 6,387 (247) (4)

Harrisburg PA 5/1/2014 — 1,896 5,689 — 1,896 5,689 7,585 (449) (4)

Elk Grove Village IL 5/20/2014 — 5,876 12,618 — 5,876 12,618 18,494 (756) (4)

Tampa FL 5/29/2014 — 1,839 6,589 — 1,839 6,589 8,428 (464) (4)

Ames IA 7/31/2014 17,235 2,650 20,364 — 2,650 20,364 23,014 (1,210) (4)

Buford GA 7/31/2014 16,623 3,495 19,452 — 3,495 19,452 22,947 (1,110) (4)

Wilson NC 7/31/2014 8,690 633 14,073 48 633 14,121 14,754 (717) (4)

Arlington Heights IL 8/19/2014 — 2,205 14,595 — 2,205 14,595 16,800 (713) (4)

Blloomington IL 9/19/2014 — 1,118 5,150 — 1,118 5,150 6,268 (250) (4)

Kenosha WI 9/24/2014 — 1,530 7,383 — 1,530 7,383 8,913 (363) (4)

Worcester MA 9/24/2014 — 1,391 16,877 95 1,391 16,972 18,363 (790) (4)

Miami FL 10/24/2014 — 3,980 6,376 484 3,980 6,860 10,840 (313) (4)

Morrow GA 11/25/2014 — 656 5,490 — 656 5,490 6,146 (407) (4)

Midway GA 12/8/2014 — 2,465 15,698 — 2,465 15,698 18,163 (595) (4)

Puyallup WA 12/2/2014 — 2,825 6,584 — 2,825 6,584 9,409 (315) (4)

Lewisville TX 12/4/2014 — 1,287 4,500 — 1,287 4,500 5,787 (237) (4)

Rolling Meadows IL 12/4/2014 — 3,240 6,705 — 3,240 6,705 9,945 (207) (4)

Groveport OH 12/4/2014 — 785 5,437 — 785 5,437 6,222 (230) (4)

Buffalo Grove IL 12/18/2014 — 1,055 3,079 — 1,055 3,079 4,134 (125) (4)

Burr Ridge IL 12/18/2014 — 1,230 2,608 — 1,230 2,608 3,838 (101) (4)

Downers Grove IL 12/23/2014 — 1,414 8,426 — 1,414 8,426 9,840 (321) (4)

Hamlet NC 12/19/2014 — 292 10,418 — 292 10,418 10,710 (346) (4)

Bolingbrook IL 12/23/2014 — 2,257 10,375 — 2,257 10,375 12,632 (388) (4)

Cinnaminson NJ 1/9/2015 — 2,149 22,035 — 2,149 22,035 24,184 (1,104) (4)

St Louis MO 1/6/2015 — 1,398 7,502 — 1,398 7,502 8,900 (272) (4)

Sussex WI 2/13/2015 — 1,806 5,441 — 1,806 5,441 7,247 (419) (4)

Milwaukee WI 2/13/2015 — 601 3,640 — 601 3,640 4,241 (339) (4)

Oak Creek WI 2/13/2015 — 969 5,058 — 969 5,058 6,027 (314) (4)

Kent WA 3/5/2015 — 4,919 11,928 185 4,919 12,113 17,032 (389) (4)

Gramercy Property TrustSCHEDULE III

Real Estate Investments – (Continued)(In thousands)

175

Initial Costs(2)Gross Amount at Which Carried

December 31, 2015

City StateAcquisition

Date

Encumbrancesat

December 31, 2015(1) Land

Building andImprove-

ments

Work in Progress and CostsCapitalizedSubsequent

To Acquisition Land

Building and

Improve-ments Total(3)

AccumulatedDepreciationDecember 31,

2015

AverageDepreciable

Life

San Jose CA 3/9/2015 — 11,466 26,229 502 11,466 26,731 38,197 (674) (4)

Richfield OH 3/11/2015 8,398 522 24,230 — 522 24,230 24,752 (666) (4)

Houston TX 3/11/2015 18,432 6,628 35,637 — 6,628 35,637 42,265 (1,029) (4)

Aurora CO 3/11/2015 2,196 453 5,363 — 453 5,363 5,816 (158) (4)

Dixon IL 3/11/2015 8,613 1,078 18,413 — 1,078 18,413 19,491 (666) (4)

Oswego IL 3/26/2015 — 767 3,167 — 767 3,167 3,934 (167) (4)

Obetz OH 4/10/2015 — 1,955 19,381 225 1,955 19,606 21,561 (444) (4)

Auburn WA 5/7/2015 — 2,543 9,121 — 2,543 9,121 11,664 (216) (4)

Fairfield CA 5/7/2015 — 949 2,205 — 949 2,205 3,154 (48) (4)

San Bernardino CA 5/7/2015 — 2,308 7,613 — 2,308 7,613 9,921 (166) (4)

Philadelphia PA 7/21/2015 12,606 3,986 17,963 — 3,986 17,963 21,949 (224) (4)

Orlando FL 6/10/2015 — 1,658 5,412 — 1,658 5,412 7,070 (130) (4)

Orlando FL 6/10/2015 — 1,756 4,346 106 1,756 4,452 6,208 (134) (4)

Vernon CA 7/6/2015 — 7,813 14,428 — 7,813 14,428 22,241 (220) (4)

Fridley MN 7/22/2015 — 5,229 29,754 (96) 5,229 29,658 34,887 (453) (4)

Pinellas Park FL 9/25/2015 — 2,260 8,891 — 2,260 8,891 11,151 (59) (4)

Norcross GA 11/24/2015 — 1,060 5,529 — 1,060 5,529 6,589 (19) (4)

Norcross GA 11/24/2015 — 860 2,985 38 860 3,023 3,883 (10) (4)

Round Rock TX 12/21/2015 — 1,820 6,127 — 1,820 6,127 7,947 — (4)

Hackettstown NJ 12/22/2015 — 2,260 10,985 — 2,260 10,985 13,245 — (4)

Nashville TN 12/24/2015 — 1,015 3,868 — 1,015 3,868 4,883 — (4)

La Vergne TN 12/24/2015 — 1,140 6,117 — 1,140 6,117 7,257 — (4)

Dallas TX 12/17/2015 — 900 7,656 — 900 7,656 8,556 (9) (4)

Dallas TX 12/17/2015 — 749 5,380 — 749 5,380 6,129 (6) (4)

Dallas TX 12/17/2015 — 565 2,830 — 565 2,830 3,395 (4) (4)

Chicago IL 12/17/2015 — 2,501 14,716 — 2,501 14,716 17,217 (30) (4)

Spartanburg SC 12/17/2015 7,577 646 9,378 — 646 9,378 10,024 (19) (4)

Spartanburg SC 12/17/2015 1,388 168 3,131 — 168 3,131 3,299 (5) (4)

Spartanburg SC 12/17/2015 — 215 3,055 — 215 3,055 3,270 (5) (4)

Spartanburg SC 12/17/2015 — 453 1,731 — 453 1,731 2,184 (4) (4)

Charleston SC 12/17/2015 1,486 434 7,630 — 434 7,630 8,064 (15) (4)

Charleston SC 12/17/2015 1,210 954 3,955 — 954 3,955 4,909 (7) (4)

Charleston SC 12/17/2015 — 2,785 724 — 2,785 724 3,509 (2) (4)

Charleston SC 12/17/2015 7,623 1,128 13,418 — 1,128 13,418 14,546 (20) (4)

Charleston SC 12/17/2015 — 474 16,442 — 474 16,442 16,916 (29) (4)

Charleston SC 12/17/2015 1,210 585 1,771 — 585 1,771 2,356 (5) (4)

Charleston SC 12/17/2015 1,230 491 3,436 — 491 3,436 3,927 (6) (4)

Charlotte NC 12/17/2015 1,049 257 3,190 — 257 3,190 3,447 (5) (4)

Charlotte NC 12/17/2015 2,859 452 9,235 — 452 9,235 9,687 (14) (4)

Winston-Salem NC 12/17/2015 1,704 912 3,543 — 912 3,543 4,455 (8) (4)

Winston-Salem NC 12/17/2015 5,174 1,690 11,221 — 1,690 11,221 12,911 (16) (4)

Spartanburg SC 12/17/2015 — 173 1,363 — 173 1,363 1,536 (4) (4)

Spartanburg SC 12/17/2015 — 191 3,167 — 191 3,167 3,358 (6) (4)

Spartanburg SC 12/17/2015 — 260 2,856 — 260 2,856 3,116 (6) (4)

Spartanburg SC 12/17/2015 — 300 5,940 — 300 5,940 6,240 (10) (4)

Spartanburg SC 12/17/2015 — 322 3,526 — 322 3,526 3,848 (9) (4)

Spartanburg SC 12/17/2015 — 179 559 — 179 559 738 (2) (4)

Spartanburg SC 12/17/2015 — 333 1,916 — 333 1,916 2,249 (7) (4)

Spartanburg SC 12/17/2015 — 90 470 — 90 470 560 (1) (4)

Spartanburg SC 12/17/2015 — 171 1,813 — 171 1,813 1,984 (4) (4)

Gramercy Property TrustSCHEDULE III

Real Estate Investments – (Continued)(In thousands)

176

Initial Costs(2)Gross Amount at Which Carried

December 31, 2015

City StateAcquisition

Date

Encumbrancesat

December 31, 2015(1) Land

Building andImprove-

ments

Work in Progress and CostsCapitalizedSubsequent

To Acquisition Land

Building and

Improve-ments Total(3)

AccumulatedDepreciationDecember 31,

2015

AverageDepreciable

Life

Spartanburg SC 12/17/2015 — 1,091 3,187 — 1,091 3,187 4,278 (28) (4)

Spartanburg SC 12/17/2015 — 252 1,742 — 252 1,742 1,994 (5) (4)

Duncan SC 12/17/2015 — 439 3,130 — 439 3,130 3,569 (6) (4)

Duncan SC 12/17/2015 — 590 2,709 — 590 2,709 3,299 (6) (4)

Charlotte NC 12/17/2015 — 1,156 17,151 — 1,156 17,151 18,307 (25) (4)

Minneapolis MN 12/17/2015 — 1,220 15,330 — 1,220 15,330 16,550 (25) (4)

Boston MA 12/17/2015 — 1,366 14,707 — 1,366 14,707 16,073 (21) (4)

Jacksonville FL 12/17/2015 — 2,892 28,241 — 2,892 28,241 31,133 (47) (4)

Dallas TX 12/17/2015 9,916 2,750 24,335 — 2,750 24,335 27,085 (31) (4)

Cincinnati KY 12/17/2015 6,777 1,664 6,299 — 1,664 6,299 7,963 (15) (4)

Jacksonville FL 12/17/2015 7,123 1,797 16,346 — 1,797 16,346 18,143 (22) (4)

Phoenix AZ 12/17/2015 4,292 1,635 9,977 34 1,635 10,011 11,646 (15) (4)

Dallas TX 12/17/2015 — 1,262 50,935 — 1,262 50,935 52,197 (61) (4)

Denver CO 12/17/2015 — 1,979 26,117 — 1,979 26,117 28,096 (30) (4)

Chicago IL 12/17/2015 — 1,453 68,607 — 1,453 68,607 70,060 (80) (4)

Kansas City KS 12/17/2015 — 2,990 52,486 — 2,990 52,486 55,476 (67) (4)

Minneapolis MN 12/17/2015 6,238 929 16,283 — 929 16,283 17,212 (20) (4)

Baltimore MD 12/17/2015 — 3,581 56,081 — 3,581 56,081 59,662 (80) (4)

Baltimore MD 12/17/2015 — 1,316 2,271 — 1,316 2,271 3,587 (8) (4)

Baltimore MD 12/17/2015 — 3,735 40,044 — 3,735 40,044 43,779 (49) (4)

Goodyear AZ 12/17/2015 — 7,036 40,815 — 7,036 40,815 47,851 (50) (4)

Spartanburg SC 12/17/2015 — 1,414 7,083 — 1,414 7,083 8,497 (15) (4)

Indianapolis IN 12/17/2015 — 3,633 28,699 — 3,633 28,699 32,332 (38) (4)

Hawthorne CA 12/17/2015 19,901 20,359 32,900 — 20,359 32,900 53,259 (51) (4)

East Saint Louis IL 12/17/2015 — 834 18,106 — 834 18,106 18,940 (32) (4)

Pittston / Wilkes-Barre PA 12/17/2015 — 1,966 43,230 — 1,966 43,230 45,196 (54) (4)

Hazelton PA 12/17/2015 — 2,421 36,574 1,803 2,421 38,377 40,798 (48) (4)

Pittston / Wilkes-Barre PA 12/17/2015 — 616 9,856 — 616 9,856 10,472 (13) (4)

Jessup / Scranton PA 12/17/2015 — 929 9,366 — 929 9,366 10,295 (14) (4)

Office Properties

Emmaus PA 6/6/2013 — 407 986 — 407 986 1,393 (135) (4)

Calabash NC 6/6/2013 — 187 290 — 187 290 477 (51) (4)

St. Louis MO 5/15/2014 — 1,085 771 150 1,085 921 2,006 (200) (4)

Nashville TN 5/20/2014 — 2,995 8,879 — 2,995 8,879 11,874 (449) (4)

Phoenix AZ 6/9/2014 — — 6,206 — — 6,206 6,206 (381) (4)

Phoenix AZ 6/9/2014 — — 14,605 95 — 14,700 14,700 (989) (4)

Phoenix AZ 6/9/2014 — — 6,834 — — 6,834 6,834 (403) (4)

Phoenix AZ 6/9/2014 — — 6,202 — — 6,202 6,202 (373) (4)

Mesa AZ 6/9/2014 — 796 2,411 — 796 2,411 3,207 (187) (4)

Phoenix AZ 6/9/2014 — — 11,206 — — 11,206 11,206 (734) (4)

Long Beach CA 6/9/2014 — 1,117 2,599 — 1,117 2,599 3,716 (162) (4)

Bakersfield CA 6/9/2014 — 503 2,670 — 503 2,670 3,173 (196) (4)

Compton CA 6/9/2014 — 2,368 1,639 — 2,368 1,639 4,007 (140) (4)

El Segundo CA 6/9/2014 — 2,812 1,879 — 2,812 1,879 4,691 (143) (4)

Escondido CA 6/9/2014 — 1,718 2,961 — 1,718 2,961 4,679 (214) (4)

Fresno CA 6/9/2014 — 664 1,878 — 664 1,878 2,542 (137) (4)

Gardena CA 6/9/2014 — 2,970 5,564 — 2,970 5,564 8,534 (385) (4)

Glendale CA 6/9/2014 — 4,582 7,583 — 4,582 7,583 12,165 (487) (4)

Ontario CA 6/9/2014 — 2,767 4,299 20 2,767 4,319 7,086 (320) (4)

Newport Beach CA 6/9/2014 — 1,818 4,315 — 1,818 4,315 6,133 (264) (4)

Gramercy Property TrustSCHEDULE III

Real Estate Investments – (Continued)(In thousands)

177

Initial Costs(2)Gross Amount at Which Carried

December 31, 2015

City StateAcquisition

Date

Encumbrancesat

December 31, 2015(1) Land

Building andImprove-

ments

Work in Progress and CostsCapitalizedSubsequent

To Acquisition Land

Building and

Improve-ments Total(3)

AccumulatedDepreciationDecember 31,

2015

AverageDepreciable

Life

Los Angeles CA 6/9/2014 — 1,403 3,128 — 1,403 3,128 4,531 (187) (4)

North Hollywood CA 6/9/2014 — 2,504 5,106 — 2,504 5,106 7,610 (310) (4)

Sacramento CA 6/9/2014 — 924 3,710 — 924 3,710 4,634 (231) (4)

Sacramento CA 6/9/2014 — 568 2,619 — 568 2,619 3,187 (165) (4)

Los Angeles CA 6/9/2014 — 1,146 1,909 — 1,146 1,909 3,055 (136) (4)

Pomona CA 6/9/2014 — 928 5,518 — 928 5,518 6,446 (382) (4)

Riverside CA 6/9/2014 — 2,446 6,808 — 2,446 6,808 9,254 (464) (4)

Salinas CA 6/9/2014 — 944 3,791 — 944 3,791 4,735 (262) (4)

San Bernadino CA 6/9/2014 — 591 8,840 — 591 8,840 9,431 (526) (4)

Santa Barbara CA 6/9/2014 — 2,883 5,220 — 2,883 5,220 8,103 (308) (4)

Lynwood CA 6/9/2014 — 1,652 1,834 — 1,652 1,834 3,486 (132) (4)

Santa Maria CA 6/9/2014 — 1,458 4,703 — 1,458 4,703 6,161 (297) (4)

Mission Hills CA 6/9/2014 — 1,434 3,166 — 1,434 3,166 4,600 (199) (4)

Bakersfield CA 6/9/2014 — 1,035 2,617 — 1,035 2,617 3,652 (189) (4)

Sunnyvale CA 6/9/2014 — 6,903 5,574 — 6,903 5,574 12,477 (403) (4)

Torrance CA 6/9/2014 — 1,454 3,269 93 1,454 3,362 4,816 (198) (4)

Ventura CA 6/9/2014 — 2,444 3,534 — 2,444 3,534 5,978 (234) (4)

Long Beach CA 6/9/2014 — 1,272 2,533 — 1,272 2,533 3,805 (153) (4)

Tampa FL 6/9/2014 — 4,266 3,799 165 4,266 3,964 8,230 (326) (4)

Clearwater FL 6/9/2014 — 1,389 3,354 — 1,389 3,354 4,743 (221) (4)

Jacksonville FL 6/9/2014 — 5,953 28,118 528 5,953 28,646 34,599 (1,710) (4)

Jacksonville FL 6/9/2014 — 3,180 9,936 215 3,180 10,151 13,331 (670) (4)

Jacksonville FL 6/9/2014 — 3,100 10,959 1 3,100 10,960 14,060 (710) (4)

Jacksonville FL 6/9/2014 — 4,754 16,893 447 4,754 17,340 22,094 (1,112) (4)

Jacksonville FL 6/9/2014 — 3,168 10,835 1 3,168 10,836 14,004 (660) (4)

Jacksonville FL 6/9/2014 — 7,844 27,974 1 7,844 27,975 35,819 (1,726) (4)

Jacksonville FL 6/9/2014 — 3,212 11,324 1 3,212 11,325 14,537 (709) (4)

Jacksonville FL 6/9/2014 — 555 1,583 1 555 1,584 2,139 (135) (4)

Jacksonville FL 6/9/2014 — 118 450 1 118 451 569 (30) (4)

Jacksonville FL 6/9/2014 — 598 1,607 1 598 1,608 2,206 (126) (4)

Hialeah FL 6/9/2014 — 2,615 2,410 — 2,615 2,410 5,025 (168) (4)

Port Charlotte FL 6/9/2014 — 956 2,167 18 956 2,185 3,141 (180) (4)

Jacksonville FL 6/9/2014 — 741 1,011 — 741 1,011 1,752 (86) (4)

Miami Lakes FL 6/9/2014 — 8,439 13,078 241 8,439 13,319 21,758 (996) (4)

Tampa FL 6/9/2014 — 2,534 3,493 — 2,534 3,493 6,027 (241) (4)

Savannah GA 6/9/2014 — 1,006 3,828 108 1,006 3,936 4,942 (223) (4)

Overland Park KS 6/9/2014 — 547 3,384 — 547 3,384 3,931 (226) (4)

Annapolis MD 6/9/2014 — 779 3,623 — 779 3,623 4,402 (206) (4)

Baltimore MD 6/9/2014 — 751 2,249 147 751 2,396 3,147 (176) (4)

Richland MO 6/9/2014 — 78 1,183 — 78 1,183 1,261 (95) (4)

Springfield MO 6/9/2014 — 1,211 2,154 — 1,211 2,154 3,365 (151) (4)

Springfield MO 6/9/2014 — — 2,432 — — 2,432 2,432 (164) (4)

Carrollton TX 6/9/2014 — 1,476 2,494 — 1,476 2,494 3,970 (189) (4)

Houston TX 6/9/2014 — 1,000 5,284 — 1,000 5,284 6,284 (341) (4)

Mission TX 6/9/2014 — 614 1,342 35 614 1,377 1,991 (129) (4)

Bellingham WA 6/9/2014 — 1,663 2,702 — 1,663 2,702 4,365 (180) (4)

Spokane WA 6/9/2014 — 2,297 9,559 — 2,297 9,559 11,856 (723) (4)

Malvern PA 6/30/2014 — 2,085 21,494 — 2,085 21,494 23,579 (1,187) (4)

Parsippany NJ 9/30/2014 — 2,133 4,108 127 2,133 4,235 6,368 (242) (4)

Westlake Village CA 12/22/2014 — 19,227 15,423 — 19,227 15,423 34,650 (812) (4)

Charlotte NC 2/3/2015 13,278 1,944 12,613 — 1,944 12,613 14,557 (343) (4)

Gramercy Property TrustSCHEDULE III

Real Estate Investments – (Continued)(In thousands)

178

Initial Costs(2)Gross Amount at Which Carried

December 31, 2015

City StateAcquisition

Date

Encumbrancesat

December 31, 2015(1) Land

Building andImprove-

ments

Work in Progress and CostsCapitalizedSubsequent

To Acquisition Land

Building and

Improve-ments Total(3)

AccumulatedDepreciationDecember 31,

2015

AverageDepreciable

Life

Irving TX 3/11/2015 23,083 3,859 47,397 16 3,859 47,413 51,272 (1,071) (4)

Parsippany NJ 3/11/2015 15,805 5,215 39,985 — 5,215 39,985 45,200 (1,035) (4)

Plantation FL 3/11/2015 18,734 12,721 32,270 — 12,721 32,270 44,991 (873) (4)

Commerce CA 3/11/2015 8,613 5,112 14,910 — 5,112 14,910 20,022 (368) (4)

Redondo Beach CA 3/11/2015 9,905 8,520 17,946 1,192 8,520 19,138 27,658 (427) (4)

Burbank CA 3/31/2015 — 5,563 7,757 — 5,563 7,757 13,320 (161) (4)

San Diego CA 12/17/2015 — 11,720 13,227 — 11,720 13,227 24,947 (24) (4)

Dallas TX 12/17/2015 — 3,449 8,822 — 3,449 8,822 12,271 (10) (4)

Houston TX 12/17/2015 — 4,590 24,529 — 4,590 24,529 29,119 (25) (4)

Chantilly VA 12/17/2015 — 1,763 10,250 — 1,763 10,250 12,013 (13) (4)

Chantilly VA 12/17/2015 — 1,126 8,848 — 1,126 8,848 9,974 (10) (4)

Oakland CA 12/17/2015 — 10,942 25,837 — 10,942 25,837 36,779 (44) (4)

Hopkins MN 12/17/2015 — 3,113 15,326 — 3,113 15,326 18,439 (17) (4)

East Bay CA 12/17/2015 — 10,130 27,216 — 10,130 27,216 37,346 (34) (4)

San Diego CA 12/17/2015 — 10,257 18,071 — 10,257 18,071 28,328 (27) (4)

Boston MA 12/17/2015 — 4,049 55,270 3,828 4,049 59,098 63,147 (55) (4)

Northern NJ 12/17/2015 37,983 4,267 22,894 — 4,267 22,894 27,161 (29) (4)

Deerfield IL 12/17/2015 11,339 2,182 9,579 — 2,182 9,579 11,761 (11) (4)

Sterling VA 12/17/2015 — 24,695 84,096 — 24,695 84,096 108,791 (107) (4)

Northern NJ 12/17/2015 — 3,321 30,907 — 3,321 30,907 34,228 (35) (4)

Phoenix AZ 12/17/2015 — — 47,352 — — 47,352 47,352 (53) (4)

Philadelphia PA 12/17/2015 — 6,323 72,804 — 6,323 72,804 79,127 (79) (4)

Tampa FL 12/17/2015 — 2,636 13,602 — 2,636 13,602 16,238 (18) (4)

Princeton NJ 12/17/2015 — 5,945 19,840 — 5,945 19,840 25,785 (30) (4)

Raleigh NC 12/17/2015 — 1,247 4,926 — 1,247 4,926 6,173 (6) (4)

Raleigh NC 12/17/2015 — 1,625 14,015 — 1,625 14,015 15,640 (15) (4)

Raleigh NC 12/17/2015 — 1,595 17,209 — 1,595 17,209 18,804 (18) (4)

Coppell TX 12/17/2015 10,391 8,246 27,016 23 8,246 27,039 35,285 (31) (4)

Houston TX 12/17/2015 — 4,351 22,096 12,604 4,351 34,700 39,051 (22) (4)

Columbus OH 12/17/2015 20,644 3,535 22,045 — 3,535 22,045 25,580 (30) (4)

Columbus OH 12/17/2015 6,094 1,664 8,751 — 1,664 8,751 10,415 (11) (4)

Miramar FL 12/17/2015 — 11,619 8,227 — 11,619 8,227 19,846 (16) (4)

Miramar FL 12/17/2015 — 6,754 24,977 — 6,754 24,977 31,731 (27) (4)

Lake Mary FL 12/17/2015 — 2,337 13,799 — 2,337 13,799 16,136 (16) (4)

Celebration FL 12/17/2015 — 1,721 9,403 — 1,721 9,403 11,124 (11) (4)

Bloomington MN 12/17/2015 20,701 4,029 34,002 — 4,029 34,002 38,031 (43) (4)

Bloomington MN 12/17/2015 22,790 3,279 54,756 — 3,279 54,756 58,035 (54) (4)

Dallas TX 12/17/2015 — 7,326 31,511 — 7,326 31,511 38,837 (33) (4)

Special Industrial Properties

East Brunswick NJ 3/28/2013 — 5,700 4,626 63 5,700 4,689 10,389 (579) (4)

Atlanta GA 5/6/2013 — 1,700 4,949 684 1,700 5,633 7,333 (1,421) (4)

Deer Park NY 6/18/2013 — 1,596 1,926 — 1,596 1,926 3,522 (365) (4)

Elkridge MD 6/19/2013 — 2,589 3,034 — 2,589 3,034 5,623 (505) (4)

Houston TX 6/26/2013 — 3,251 2,650 134 3,251 2,784 6,035 (904) (4)

Orlando FL 6/26/2013 — 1,644 2,904 — 1,644 2,904 4,548 (590) (4)

Hutchins TX 6/27/2013 26,019 10,867 40,104 — 10,867 40,104 50,971 (6,460) (4)

Franklin Park IL 11/21/2013 — 4,512 2,457 — 4,512 2,457 6,969 (276) (4)

Chicago IL 11/22/2013 — 3,070 1,983 25 3,070 2,008 5,078 (305) (4)

Medley FL 8/27/2014 — 7,503 624 — 7,503 624 8,127 (270) (4)

Medley FL 8/27/2014 — 3,300 141 (100) 3,300 41 3,341 (5) (4)

Medley FL 8/27/2014 — 4,622 386 (113) 4,622 273 4,895 (19) (4)

Gramercy Property TrustSCHEDULE III

Real Estate Investments – (Continued)(In thousands)

179

Initial Costs(2)Gross Amount at Which Carried

December 31, 2015

City StateAcquisition

Date

Encumbrancesat

December 31, 2015(1) Land

Building andImprove-

ments

Work in Progress and CostsCapitalizedSubsequent

To Acquisition Land

Building and

Improve-ments Total(3)

AccumulatedDepreciationDecember 31,

2015

AverageDepreciable

Life

Santa Clara CA 9/11/2014 — 16,670 1,920 — 16,670 1,920 18,590 (247) (4)

Milford CT 2/2/2015 — 465 5,271 — 465 5,271 5,736 (178) (4)

Special Retail Properties

Reston VA 6/10/2015 — 4,440 28,070 — 4,440 28,070 32,510 (437) (4)

Colorado Springs CO 6/10/2015 — 1,600 33,766 — 1,600 33,766 35,366 (519) (4)

Mansfield TX 6/10/2015 — 3,050 23,684 — 3,050 23,684 26,734 (369) (4)

Canton MI 6/10/2015 — 950 24,620 — 950 24,620 25,570 (395) (4)

Collierville TN 6/10/2015 — 2,950 24,161 — 2,950 24,161 27,111 (372) (4)

Deerfield OH 6/10/2015 — 3,620 20,880 — 3,620 20,880 24,500 (337) (4)

South Tulsa (Bixby) OK 6/10/2015 — 2,410 22,663 — 2,410 22,663 25,073 (350) (4)

Centennial CO 6/10/2015 — 2,400 29,043 — 2,400 29,043 31,443 (448) (4)

Eden Prairie MN 6/10/2015 — 2,290 20,549 — 2,290 20,549 22,839 (509) (4)

Data Center Properties

El Segundo CA 3/11/2015 16,365 7,412 43,403 — 7,412 43,403 50,815 (924) (4)

Richardson TX 3/11/2015 3,445 1,360 7,619 — 1,360 7,619 8,979 (301) (4)

$ 532,922 $ 702,557 $ 3,268,531 $ 45,216 $ 702,557 $ 3,313,747 $ 4,016,304

Assets Held For Sale

Office Properties

Blue Ash OH 12/17/2015 $ 15,556 $ 1,571 $ 19,980 $ — $ 1,571 $ 19,980 $ 21,551 — (5)

Blue Ash OH 12/17/2015 13,742 1,061 19,629 — 1,061 19,629 20,690 — (5)

Blue Ash OH 12/17/2015 12,485 1,333 18,248 — 1,333 18,248 19,581 — (5)

New York City Metro NJ 12/17/2015 112,000 10,900 104,427 — 10,900 104,427 115,327 — (5)

New York City Metro NJ 12/17/2015 106,921 10,714 149,918 5 10,714 149,923 160,637 — (5)

London UK 12/17/2015 — 2,922 7,875 — 2,922 7,875 10,797 — (5)

$ 260,704 $ 28,501 $ 320,077 $ 5 $ 28,501 $ 320,082 $ 348,583

$ 793,626 $ 731,058 $ 3,588,608 $ 45,221 $ 731,058 $ 3,633,829 $ 4,364,887

(1) Encumbrances represent balances at 12/31/2015 of mortgage notes payable that are collateralized by the property for which they are noted.

(2) Initial costs reflect adjustments recorded to finalize purchase price allocations.

(3) The aggregate cost basis of land, building and improvements, before depreciation, for Federal income tax purposes at December 31, 2015 was $4,598,152(unaudited).

(4) The Company computes depreciation expense using the straight-line method over the shorter of the estimated useful life at acquisition of the capitalized item or 40 years for buildings, five to ten years for building equipment and fixtures, and the lesser of the useful life or the remaining lease term for tenant improvements andleasehold interests.

(5) There is no depreciation recorded on properties classified as held for sale.

Gramercy Property TrustSCHEDULE III

Rollforward(In thousands)

Set forth below is a rollforward of the carrying values for our real estate investments classified as held for investment:

180

Years Ended December 31,

2015 2014 2013

Investment in real estate:

Balance at beginning of year $ 1,067,620 $ 337,712 $ 23,159

Improvements 22,734 15,202 7,824

Business acquisitions 3,018,585 714,706 306,729

Acquisitions designated as held for sale 348,582 — —

Change in held for sale (348,582) — 37,667

Write-off of fully depreciated assets (358) — —

Impairments (356) — —

Property sales (91,921) — (37,667)

Balance at end of year $ 4,016,304 $ 1,067,620 $ 337,712

Accumulated depreciation:

Balance at beginning of year $ 27,598 $ 4,247 $ 50

Depreciation expense 59,145 23,351 4,197

Write-off of fully depreciated assets(358) — —

Change in held for sale — — 2,966

Property sales (1,758) — (2,966)

Balance at end of year $ 84,627 $ 27,598 $ 4,247

None.

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded,processed, summarized and reported within the time frame specified in the SEC’s rules and forms, and that such information is accumulated and communicated to ourmanagement, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure based closelyon the definition of “disclosure controls and procedures” in Rule 13a-15(e). Notwithstanding the foregoing, a control system, no matter how well designed and operated,can provide only reasonable, not absolute, assurance that it will detect or uncover failures within our company to disclose material information otherwise required to be setforth in our periodic reports. Also, we may have investments in certain unconsolidated entities. As we do not control these entities, our disclosure controls and procedureswith respect to such entities are necessarily substantially more limited than those we maintain with respect to our consolidated subsidiaries.

In connection with the preparation of this report, we carried out an evaluation under the supervision and with the participation of our management, including our ChiefExecutive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon that evaluation,our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by thisreport.

Management’s Annual Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conductedan evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2015 based on the framework in Internal Control - Integrated Framework (2013 Framework) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on that evaluation, we concluded thatour internal control over financial reporting was effective as of December 31, 2015.

Our internal control over financial reporting during the year ended December 31, 2015 has been audited by Ernst & Young LLP, an independent registered publicaccounting firm, as stated in their report, appearing on page 80, which expresses an unqualified opinion on the effectiveness of our internal control over financial reportingas of December 31, 2015.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting identified in connection with the evaluation of such internal control that occurred during the yearended December 31, 2015 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

None.

181

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

ITEM 9A. CONTROLS AND PROCEDURES

ITEM 9B. OTHER INFORMATION

Part III

The information required by Item 10 will be set forth in our Definitive Proxy Statement for our 2016 Annual Meeting of Shareholders, expected to be filed pursuant toRegulation 14A under the Exchange Act within 120 days after December 31, 2015, or the 2016 Proxy Statement, and is incorporated herein by reference.

The information required by Item 11 will be set forth in the 2016 Proxy Statement and is incorporated herein by reference.

The information required by Item 12 will be set forth in the 2016 Proxy Statement and is incorporated herein by reference.

The information required by Item 13 will be set forth in the 2016 Proxy Statement and is incorporated herein by reference.

The information regarding principal accounting fees and services and the audit committee’s pre-approval policies and procedures required by Item 14 is incorporatedherein by reference to the 2016 Proxy Statement.

182

ITEM 10. TRUSTEES, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

ITEM 11. EXECUTIVE COMPENSATION

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND TRUSTEE INDEPENDENCE

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

Part IV

(a)(1) Consolidated Financial Statements

GRAMERCY PROPERTY TRUST

Schedules other than those listed are omitted as they are not applicable or the required or equivalent information has been included in the financial statements or notesthereto.

(a)(3) Exhibits

See Index to Exhibits on following page.

183

ITEM 15. EXHIBITS, FINANCIAL STATEMENTS AND SCHEDULES

Report of Independent Registered Public Accounting Firm 95

Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting 96

Consolidated Balance Sheets as of December 31, 2015 and 2014 97

Consolidated Statements of Operations for the years ended December 31, 2015, 2014 and 2013 98

Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2015, 2014 and 2013 99

Consolidated Statements of Shareholders’ Equity (Deficit) and Noncontrolling Interests for the years ended December 31, 2015, 2014 and 2013 100

Consolidated Statements of Cash Flows for the years ended December 31, 2015, 2014 and 2013 103

Notes to Consolidated Financial Statements 104

(a)(2) Financial Statement Schedules

Schedule II Valuation and Qualifying Accounts 173

Schedule III Real Estate and Accumulated Depreciation as of December 31, 2015 174

INDEX TO EXHIBITS

184

Exhibit No. Description

2.1 Agreement and Plan of Merger, dated as of July 1, 2015, by and among Chambers Street Properties, Gramercy Property Trust Inc. and Columbus Merger Sub, LLC, incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on July 1, 2015.

2.2 First Amendment to Agreement and Plan of Merger, dated as of November 23, 2015, by and among Chambers Street Properties, Gramercy Property Trust Inc. and Columbus Merger Sub, LLC, incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on November 23, 2015.

2.3 Second Amendment to Agreement and Plan of Merger, dated as of December 7, 2015, by and among Chambers Street Properties, Gramercy Property Trust Inc. and Columbus Merger Sub, LLC, incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on December 7, 2015.

3.1 Articles of Amendment and Restatement to the Declaration of Trust of Chambers Street Properties, incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on June 26, 2013.

3.2 Articles of Amendment to the Declaration of Trust of Chambers Street Properties, incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on December 18, 2015.

3.3 Fifth Amended and Restated Bylaws of Gramercy Property Trust, incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on December 18, 2015.

3.4 Articles Supplementary establishing and fixing the rights and preferences of the 7.125% Series A Cumulative Redeemable Preferred Shares, incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on December 18, 2015.

4.1 Form of Certificate for Common Shares, incorporated by reference to the Company’s Registration Statement on Form S-3 ASR, filed with the SEC on November 6, 2013.

4.2 Form of Certificate for Series A Cumulative Redeemable Preferred Shares, incorporated by reference to Amendment No. 1 to the Company’s Registration Statement on Form S-4/A, filed with the SEC on October 23, 2015.

4.3 Indenture, by and among Gramercy Real Estate CDO 2005-1, Ltd., as issuer, Gramercy Real Estate CDO 2005-1 LLC, as co-issuer, GKK Liquidity LLC, as advancing agent and Wells Fargo Bank, National Association, as trustee, paying agent, calculation agent, transfer agent, custodial securities intermediary, backup advancing agent, notes registrar, dated as of July 14, 2005, incorporated by reference to Gramercy Property Trust Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2005, filed with the SEC on July 27, 2005.

4.4 Indenture, dated as of August 24, 2006, by and among Gramercy Real Estate CDO 2006-1, Ltd., as issuer, Gramercy Real Estate CDO 2006-1 LLC, as co-issuer, GKK Liquidity LLC, as advancing agent, and Wells Fargo Bank, National Association, as trustee, paying agent, calculation agent, transfer agent, custodial securities intermediary, backup advancing agent and notes registrar, incorporated by reference to Gramercy Property Trust Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2006, filed with the SEC on November 9, 2006.

4.5 Indenture, dated as of August 8, 2007, by and among Gramercy Real Estate CDO 2007-1, Ltd., Gramercy Real Estate CDO 2007-1, LLC, GKK Liquidity LLC and Wells Fargo Bank, National Association, incorporated by reference to Gramercy Property Trust Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2007, filed with the SEC on November 9, 2007.

4.6 Indenture, dated as of March 24, 2014, among GPT Property Trust LP, as issuer, Gramercy Property Trust Inc., as guarantor, and U.S. Bank National Association, as trustee, incorporated by reference to Gramercy Property Trust Inc.’s Current Report on Form 8-K, filed with the SEC on March 24, 2014.

4.7 First Supplemental Indenture, dated December 17, 2015, among GPT Property Trust LP, Gramercy Property Trust, Columbus Merger Sub, LLC and U.S. Bank National Association, as trustee, incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on December 18, 2015.

185

Exhibit No. Description

4.8 Form of Global Note representing the Operating Partnership’s 3.75% Exchangeable Senior Notes due 2019, incorporated by reference to Gramercy Property Trust Inc.’s Current Report on Form 8-K, filed with the SEC on March 24, 2014 (included in Exhibit 4.1 thereof).

10.1 Fourth Amended and Restated Agreement of Limited Partnership of GPT Property Trust LP, dated as of July 31, 2014, incorporated by reference to Gramercy Property Trust Inc.’s Current Report on Form 8-K, filed with the SEC on July 31, 2014.

10.2 First Amendment to the Fourth Amended and Restated Agreement of Limited Partnership of GPT Property Trust LP, dated as of August 15, 2014, incorporated by reference to Gramercy Property Trust Inc.’s Current Report on Form 8-K, filed with the SEC on August 15, 2014.

10.3 Third Amended and Restated Agreement of Limited Partnership, by and among CB Richard Ellis Realty Trust and the limited partners named therein, dated April 27, 2012 (Previously filed as Exhibit 10.3 to the Current Report on Form 8-K (File 000-53200) filed with the SEC on April 30, 2012 and incorporated herein by reference).

10.4 Amendment No. 1 to the Third Amended and Restated Agreement of Limited Partnership, by and among Chambers Street Properties and the limited partners named therein, entered into as of July 1, 2012 (Previously filed as Exhibit 10.7 to the Quarterly Report on Form 10-Q (File 000-53200) filed with the SEC on August 14, 2012 and incorporated herein by reference).

10.5 Second Amendment to the Third Amended and Restated Agreement of Limited Partnership of CSP Operating Partnership, LP, dated as of December 15, 2015, incorporated by reference to Gramercy Property Trust Inc.’s Current Report on Form 8-K, filed with the SEC on December 18, 2015.

10.6 Third Amendment to the Third Amended and Restated Agreement of Limited Partnership of CSP Operating Partnership, LP, dated as of December 17, 2015, incorporated by reference to Gramercy Property Trust Inc.’s Current Report on Form 8-K, filed with the SEC on December 18, 2015.

10.7 Collateral Management Agreement, dated as of July 14, 2005, by and between Gramercy Real Estate CDO 2005 1, Ltd., as issuer, and GKK Manager LLC, as collateral manager, incorporated by reference to Gramercy Property Trust Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2005, filed with the SEC on July 27, 2005.

10.8 Collateral Management Agreement, dated as of August 24, 2006, by and between Gramercy Real Estate CDO 2006-1, Ltd., as issuer, and GKK Manager LLC, as collateral manager, incorporated by reference to Gramercy Property Trust Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2006, filed with the SEC on November 9, 2006.

10.9 Collateral Management Agreement, dated as of August 8, 2007, by and between Gramercy Real Estate CDO 2007-1, Ltd., as issuer, and GKK Manager LLC, as collateral manager, incorporated by reference to Gramercy Property Trust Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2007, filed with the SEC on November 9, 2007.

10.10 Registration Rights Agreement, dated as of March 24, 2014, by and among GPT Property Trust LP and Gramercy Property Trust Inc. and various holders of notes of the Company’s Operating Partnership, incorporated by reference to Gramercy Property Trust Inc.’s Current Report on Form 8-K, filed with the SEC on March 24, 2014.

10.11 Assignment and Assumption Agreement, dated December 27, 2015, between Gramercy Property Trust and Gramercy Property Trust Inc., incorporated by reference to Gramercy Property Trust Inc.’s Current Report on Form 8-K, filed with the SEC on December 18, 2015.

10.12 Master Lease Agreement, dated of January 1, 2005, by and between GPT GIG BOA Portfolio Owner LLC (as successor-in-interest to First States Investors 5000A, LLC), as landlord, and Bank of America, N.A., as tenant, incorporated by reference to Gramercy Property Trust Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009, filed with the SEC on March 17, 2010.

10.13 Sale and Purchase Agreement, dated January 30, 2013, by and among Gramercy Investment Trust, Gramercy Investment Trust II, GKK Manager LLC, Gramercy Loan Services LLC, GKK Liquidity LLC, Gramercy Property Trust Inc., CWCapital Investments LLC and CW Financial Services LLC, incorporated by reference to Gramercy Property Trust Inc.’s Current Report on Form 8-K, filed with the SEC on February 5, 2013.

10.14 Common Stock Purchase Agreement, dated as of October 4, 2013, among the Company, BHR Master Fund, Ltd. and BHR OC Master Fund, Ltd., incorporated by reference to Gramercy Property Trust Inc.’s Current Report on Form 8-K/A, filed with the SEC on October 7, 2013.

186

Exhibit No. Description

10.15 Form of Joinder Agreement pursuant to the Common Stock Purchase Agreement, dated as of October 4, 2013, among the Company, BHR Master Fund, Ltd. and BHR OC Master Fund, Ltd. (attached thereto is information with respect to the number of common shares and aggregate purchase price for each additional purchaser), incorporated by reference to Gramercy Property Trust Inc.’s Current Report on Form 8-K/A, filed with the SEC on October 7, 2013.

10.16 Form of Contingent Value Rights Agreement pursuant to the Common Stock Purchase Agreement, dated as of October 4, 2013, among the Company, BHR Master Fund, Ltd. and BHR OC Master Fund, Ltd. (attached thereto is information with respect to the number of contingent value rights for each purchaser), incorporated by reference to Gramercy Property Trust Inc.’s Current Report on Form 8-K/A, filed with the SEC on October 7, 2013.

10.17 Amended and Restated Asset Management Services Agreement, dated as of December 1, 2013, by and between KBS Acquisition Sub, LLC, as owner, and GKK Realty Advisors LLC, as manager, incorporated by reference to Gramercy Property Trust Inc.’s Current Report on Form 8-K, filed with the SEC on December 20, 2013.

10.18 Membership Interest Purchase and Sale Agreement, dated as of May 12, 2014, by and among FYF Net Lease LLC, GPT BOA Portfolio Member LLC and GPT BOA Defeasance Pool Owner LLC, incorporated by reference to Gramercy Property Trust Inc.’s Current Report on Form 8-K, filed with the SEC on May 12, 2014.

10.19 Purchase and Sale Contract, dated as of December 9, 2014, by and among certain subsidiaries of Dividend Capital Diversified Property Fund Inc., as sellers, and certain subsidiaries of the Company, as purchasers, incorporated by reference to Gramercy Property Trust Inc.’s Current Report on Form 8-K/A, filed with the SEC on December 10, 2014.

10.20 Term Loan Agreement, dated as of December 17, 2015, among GPT Operating Partnership LP, GPT Property Trust LP, Gramercy Property Trust, the lenders party thereto, and Capital One, National Association, as administrative agent, incorporated by reference to Gramercy Property Trust Inc.’s Current Report on Form 8-K, filed with the SEC on December 18, 2015.

10.21 Revolving Credit and Term Loan Agreement, dated as of December 17, 2015, among GPT Operating Partnership LLP, GPT Property Trust LP, Gramercy Property Trust, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent, incorporated by reference to Gramercy Property Trust Inc.’s Current Report on Form 8-K, filed with the SEC on December 18, 2015.

10.22 Amendment No. 1 to the Revolving Credit and Term Loan Agreement, dated as of January 22, 2015, among the Operating Partnership, Gramercy Property Trust Inc. and certain of its subsidiaries, the Lenders referred to therein and JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders, incorporated by reference to Gramercy Property Trust Inc.’s Current Report on Form 8-K, filed with the SEC on January 27, 2015.

10.23 Amendment No. 2 to the Revolving Credit and Term Loan Agreement, dated as of May 22, 2015, among GPT Operating Partnership LLP, GPT Property Trust LP, Gramercy Property Trust, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent, incorporated by reference to Gramercy Property Trust, Inc.'s Current Report on Form 8-K, filed with the SEC on May 29, 2015.

10.24 Incremental Amendment to Revolving Credit and Term Loan Agreement, dated as of July 17, 2015, by and among GPT Property Trust LP, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent for the lenders, incorporated by reference to Gramercy Property Trust Inc.’s Quarterly Report on Form 10-Q, filed with the SEC on November 5, 2015.

10.25 Amendment No. 4 to Revolving Credit and Term Loan Agreement, dated as of July 28, 2015, by and among GPT Property Trust LP, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent for the lenders, incorporated by reference to Gramercy Property Trust Inc.’s Quarterly Report on Form 10-Q, filed with the SEC on November 5, 2015.

10.26 Note Purchase and Guarantee Agreement, dated as of December 17, 2015, among GPT Operating Partnership LLP, GPT Property Trust LP, Gramercy Property Trust, the purchasers party thereto, incorporated by reference to Gramercy Property Trust Inc.’s Current Report on Form 8-K, filed with the SEC on December 18, 2015.

10.27 Agreement for Purchase and Sale of Real Estate, dated May 15, 2015, by and among GPT ML Owner 1 LLC, GPT ML Owner 2 LLC, GPT Summerlin Owner LLC, GPT Colorado Springs Owner LLC, GPT Reston Owner LLC and GPT Mansfield Owner LLC and LTF Holdings, Inc., incorporated by reference to Gramercy Property Trust Inc.’s Quarterly Report on Form 10-Q, filed with the SEC on August 5, 2015.

187

Exhibit No. Description

10.28 First Amendment of Agreement for Purchase and Sale of Real Estate, dated June 10, 2015, by and among GPT ML Owner 1 LLC, GPT ML Owner 2 LLC, GPT Summerlin Owner LLC, GPT Colorado Springs Owner LLC, GPT Reston Owner LLC and GPT Mansfield Owner LLC and LTF Holdings, Inc., incorporated by reference to Gramercy Property Trust Inc.’s Quarterly Report on Form 10-Q, filed with the SEC on August 5, 2015.

10.29 Letter Agreement, by and between Gramercy Property Trust Inc., GPT Property Trust LP and Gordon DuGan, dated July 1, 2015, incorporated by reference to Gramercy Property Trust Inc.’s Current Report on Form 8-K, filed with the SEC on July 1, 2015.

10.30 Letter Agreement, by and between Gramercy Property Trust Inc., GPT Property Trust LP and Benjamin Harris, dated July 1, 2015, incorporated by reference to Gramercy Property Trust Inc.’s Current Report on Form 8-K, filed with the SEC on July 1, 2015.

10.31 Letter Agreement, by and between Gramercy Property Trust Inc., GPT Property Trust LP and Jon Clark, dated July 1, 2015, incorporated by reference to Gramercy Property Trust Inc.’s Current Report on Form 8-K, filed with the SEC on July 1, 2015.

10.32 Letter Agreement, by and between Gramercy Property Trust Inc., GPT Property Trust LP and Edward Matey, Jr. dated July 1, 2015, incorporated by reference to Gramercy Property Trust Inc.’s Current Report on Form 8-K, filed with the SEC on July 1, 2015.

10.33 Contribution Agreement, dated May 5, 2008, by and among Duke Realty Limited Partnership, Duke/Hulfish, LLC and CBRE Operating Partnership, L.P, incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on May 6, 2008.

10.34 First Amendment to the Contribution Agreement, by and between Duke Realty Limited Partnership, Duke/Hulfish LLC and CBRE Operating Partnership, L.P. dated September 12, 2008, incorporated by reference to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on November 14, 2008.

10.35 Shareholders' Agreement by and among Goodman Europe Development Trust, RT Princeton CE Holdings, LLC and Goodman Princeton Holdings (LUX) S.À R.L., dated June 10, 2010, incorporated by reference to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on August 13, 2010.

10.36 Shareholders' Agreement by and among Goodman Jersey Holdings Trust, RT Princeton UK Holdings, LLC and Goodman Princeton Holdings (Jersey) Limited, dated June 10, 2010, incorporated by reference to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on August 13, 2010.

10.37 Duke/Hulfish, LLC Amended and Restated Limited Liability Company Agreement, by and between CBRE Operating Partnership, L.P. and Duke Realty Limited Partnership, dated December 17, 2010 (Previously filed as Exhibit 10.3 to the Current Report on Form 8-K (File 000-53200) filed with the SEC on December 23, 2010 and incorporated herein by reference).

10.38 First Amendment, dated March 1, 2013, to the Amended and Restated Limited Liability Company Agreement of Duke/Hulfish, LLC, by and between CSP Operating Partnership, LP and Duke Realty LImited Partnership (previously filed as Exhibit 10.1 to the Current Report on Form 8-K (File 000-53200) filed with the SEC on March 7, 2013 and incorporated herein by reference).

10.39 Assumption of Mortgage and Security Agreement by and among U.S. Bank National Association, as trustee, as successor-in-interest to Bank of America, National Association, as successor by merger to LaSalle Bank National Association, as trustee for the registered holders of LB-UBS Commercial Mortgage Trust 2006-C4, Commercial Mortgage Pass-through Certificates, Series 2006-C4, 70 Hudson Street L.L.C., 70 Hudson Street Urban Renewal Associates, L.L.C., Hartz Financial Corp., RT 70 Hudson Street LLC, RT 70 Hudson Street Urban Renewal, LLC, CBRE Operating Partnership, L.P., and CB Richard Ellis Realty Trust dated April 11, 2011, incorporated by reference to the Company’s Post-Effective Amendment No. 9 to the Registration Statement on Form S-11, filed with the SEC on April 21, 2011.

10.40 Loan Agreement, by and between 70 Hudson Street L.L.C., 70 Hudson Street Urban Renewal Associates, L.L.C. and Lehman Brothers Bank, FSB dated April 11, 2006, incorporated by reference to the Company’s Post-Effective Amendment No. 9 to the Registration Statement on Form S-11, filed with the SEC on April 21, 2011.

10.41 Loan Assumption and Modification Agreement, by and among RT 90 Hudson, LLC and 90 Hudson Street L.L.C. and Teachers Insurance and Annuity Association of America dated April 11, 2011, incorporated by reference to the Company’s Post-Effective Amendment No. 9 to the Registration Statement on Form S-11, filed with the SEC on April 21, 2011.

188

Exhibit No. Description

10.42 Omnibus Amendment to Loan Documents, by and between RT 90 Hudson, LLC and Teachers Insurance and Annuity Association of America dated July 14, 2011 (Previously filed as Exhibit 10.1 to the Quarterly Report on Form 10-Q (File 000-53200) filed with the SEC on August 15, 2011 and incorporated herein by reference).

10.43 Amended and Restated Promissory Note, by and between RT 90 Hudson, LLC and Teachers Insurance and Annuity Association of America dated July 14, 2011 (Previously filed as Exhibit 10.2 to the Quarterly Report on Form 10-Q (File 000-53200) filed with the SEC on August 15, 2011 and incorporated herein by reference).

10.44 Transition to Self-Management Agreement, by and among CB Richard Ellis Realty Trust, CBRE Operating Partnership, L.P., CBRE Global Investors, LLC and CBRE Advisors LLC, dated April 27, 2012 (Previously filed as Exhibit 10.1 to the Current Report on Form 8-K (File 000-53200) filed with the SEC on April 30, 2012 and incorporated herein by reference).

10.45 Amended, Restated and Consolidated Credit Agreement, dated September 26, 2013, by and among CSP Operating Partnership, LP as Borrower, Chambers Street Properties, as Parent, the financial institutions party thereto as Lenders, and Wells Fargo Bank, National Association, as Administrative Agent, Wells Fargo Securities, LLC and RBC Capital Markets, as Joint Lead Arrangers and Joint Bookrunners, Royal Bank of Canada, as Syndication Agent, and each of Bank of America, N.A., Bank of Montreal, Citibank, N.A., JPMorgan Chase Bank, N.A., Regions Bank, and Union Bank, N.A., as a Documentation Agent, incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on October 1, 2013.

10.46 Equity Distribution Agreement, dated November 6, 2013, by and among the Company, CSP Operating Partnership, LP and Wells Fargo Securities, LLC, incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on November 7, 2013.

10.47 Equity Distribution Agreement, dated November 6, 2013, by and among the Company, CSP Operating Partnership, LP and Citigroup Global Markets Inc., incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on November 7, 2013.

10.48 Equity Distribution Agreement, dated November 6, 2013, by and among the Company, CSP Operating Partnership, LP and Merrill Lynch, Pierce, Fenner & Smith Incorporated, incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on November 7, 2013.

10.49 Equity Distribution Agreement, dated November 6, 2013, by and among the Company, CSP Operating Partnership, LP and RBC Capital Markets, LLC, incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on November 7, 2013.

10.50 Form of Amended and Restated Indemnification Agreement, incorporated by reference to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on November 3, 2014.

10.51 Agreement of Purchase and Sale by and among RT 90 Hudson, LLC, RT 90 Hudson Urban Renewal, LLC, SSC IV Investor, LLC and SSC V Investor, LLC, dated November 9 2015, as amended by the First Amendment to Agreement of Purchase and Sale dated January 15, 2016 and the Second Amendment to Agreement of Purchase and Sale dated February 22, 2016, filed herewith.

10.52 Agreement of Purchase and Sale by and among RT 70 Hudson, LLC, RT 70 Hudson Urban Renewal, LLC, SSC IV Investor, LLC and SSC V Investor, LLC, dated November 9 2015, as amended by the First Amendment to Agreement of Purchase and Sale dated January 15, 2016 and the Second Amendment to Agreement of Purchase and Sale dated February 22, 2016, filed herewith.

10.53 Amended and Restated 2004 Equity Incentive Plan, dated as of June 10, 2008, incorporated by reference to Gramercy Property Trust Inc.’s Quarterly Report on Form 10-Q, filed with the SEC on November 10, 2008.*

10.54 First Amendment to Amended and Restated 2004 Equity Incentive Plan, dated as of October 27, 2008, incorporated by reference to Gramercy Property Trust Inc.’s Quarterly Report on Form 10-Q, filed with the SEC on November 10, 2008.*

10.55 2008 Employee Stock Purchase Plan, incorporated by referenced to the Company’s Registration Statement on Form S-8 (333-149838), filed with the SEC on March 20, 2008.*

10.56 2012 Inducement Equity Incentive Plan, incorporated by reference to Gramercy Property Trust Inc.’s Current Report on Form 8-K, filed with the SEC on June 13, 2012.*

10.57 Gramercy Property Trust Inc. Directors’ Deferral Program, incorporated by reference to theCompany’s Quarterly Report on Form 10-Q/A for the fiscal quarter ended June 30, 2005, filed with the SEC on August 4, 2005.*

189

Exhibit No. Description

10.58 Gramercy Property Trust Inc. Directors’ Deferral Program, amended and restated effective as of January 1, 2015, filed with the SEC on March 9, 2015. *

10.59 Form of Restricted Stock Unit Award Agreement of Gramercy Property Trust Inc., incorporated by reference to Gramercy Property Trust Inc.’s Annual Report on Form 10-K, filed with the SEC on March 9, 2015.*

10.60 Form of Restricted Stock Award Agreement of Gramercy Property Trust Inc., incorporated by reference to Gramercy Property Trust Inc.’s Annual Report on Form 10-K, filed with the SEC on March 9, 2015.*

10.61 Form of Option Award Agreement, incorporated by reference to Gramercy Property Trust Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007, filed with the SEC on March 17, 2008.*

10.62 Form of Phantom Share Award Agreement, incorporated by reference to Gramercy Property Trust Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007, filed with the SEC on March 17, 2008.*

10.63 Form of 2012 Long-Term Outperformance Plan Award Agreement, incorporated by reference to Gramercy Property Trust Inc.’s Current Report on Form 8-K, dated June 7, 2012, filed with the SEC on June 13, 2012.*

10.64 Employment and Noncompetition Agreement, dated as of April 27, 2009, by and between GKK Manager LLC and Jon W. Clark, incorporated by reference to Gramercy Property Trust Inc.’s Current Report on Form 8-K, filed with the SEC on April 28, 2009.*

10.65 Amendment, dated as of January 1, 2012, by and between GKK Capital LP and Jon W. Clark, incorporated by reference to Gramercy Property Trust Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011, filed with the SEC on March 15, 2012.*

10.66 Employment and Noncompetition Agreement, dated as of June 7, 2012, by and between Gramercy Property Trust Inc. and Gordon DuGan, incorporated by reference to Gramercy Property Trust Inc.’s Current Report on Form 8-K, filed with the SEC on June 13, 2012.*

10.67 Employment and Noncompetition Agreement, dated as of June 12, 2012, by and between Gramercy Property Trust Inc. and Benjamin P. Harris, incorporated by reference to Gramercy Property Trust Inc.’s Current Report on Form 8-K, filed with the SEC on June 13, 2012.*

10.68 First Amendment, effective as of April 30, 2013, to the Employment and Noncompetition Agreement, dated July 1, 2012, as amended, by and between Gramercy Property Trust Inc. and Gordon F. DuGan, incorporated by reference to Gramercy Property Trust Inc.’s Current Report on Form 8-K, filed with the SEC on May 6, 2013.*

10.69 2013 Equity Incentive Plan, incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on June 4, 2013.*

10.70 2015 Equity Incentive Plan, incorporated by reference to Gramercy Property Trust Inc.’s Registration Statement on Form S-8, filed with the SEC on June 23, 2015.*

10.71 Form of Restricted Stock Award of Gramercy Property Trust Inc., incorporated by reference to Gramercy Property Trust Inc.’s Current Report on Form 8-K, filed with the SEC on June 24, 2015.*

10.72 Form of Stock Award for Executives, incorporated by reference to Gramercy Property Trust Inc.’s Current Report on Form 8-K, filed with the SEC on June 24, 2015.*

10.73 Form of Stock Award for Employees, incorporated by reference to Gramercy Property Trust Inc.’s Quarterly Report on Form 10-Q, filed with the SEC on August 5, 2015.*

10.74 Form of Non-Qualified Stock Option Award for Non-Employee Directors, incorporated by reference to Gramercy Property Trust Inc.’s Quarterly Report on Form 10-Q, filed with the SEC on August 5, 2015.*

10.75 Form of Phantom Share Award for Non-Employee Directors, incorporated by reference to Gramercy Property Trust Inc.’s Quarterly Report on Form 10-Q, filed with the SEC on August 5, 2015.*

10.76 Form of Liquidity Award Agreement, incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on June 26, 2013.*

10.77 Form of Share Award Agreement, incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on June 26, 2013. *

190

Exhibit No. Description

10.78 Employment Agreement by and among Chambers Street Properties, CSP Operating Partnership, LP and Jack A. Cuneo (Previously filed as Exhibit 10.1 to the Current Report on Form 8-K (File 000-53200) filed with the SEC on October 1, 2012 and incorporated herein by reference).*

10.79 Memorandum of Retirement, dated November 9, 2014, by and among Chambers Street Properties, CSP Operating Partnership, LP and Jack A. Cuneo, incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on November 10, 2014.*

10.80 Employment Agreement by and among Chambers Street Properties, CSP Operating Partnership, LP and Philip L. Kianka, incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on October 1, 2012.*

10.81 First Amendment to Employment Agreement, dated May 8, 2015, by and among Chambers Street Properties, CSP Operating Partnership, LP and Philip L. Kianka, incorporated by reference to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on May 8, 2015.*

10.82 Employment Agreement by and among Chambers Street Properties, CSP Operating Partnership, LP and Martin A. Reid (Previously filed as Exhibit 10.3 to the Current Report on Form 8-K (File 000-53200) filed with the SEC on October 1, 2012 and incorporated herein by reference).*

10.83 First Amendment to Employment Agreement by and among Chambers Street Properties, CSP Operating Partnership, LP and Martin A. Reid, incorporated by reference to the Company’s Annual Report on Form 10-K, filed with the SEC on March 3, 2014.*

10.84 Second Amendment to Employment Agreement, dated May 8, 2015, by and among Chambers Street Properties, CSP Operating Partnership, LP and Martin A. Reid, incorporated by reference to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on May 8, 2015.*

10.85 Amended and Restated Severance Agreement, dated May 8, 2015, by and among Chambers Street Properties and Hugh S. O'Beirne, incorporated by reference to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on May 8, 2015.*

10.86 Incentive Bonus Plan, incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on July 31, 2014.*

10.87 Form of Restricted Share Award Agreement, incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on July 31, 2014.*

10.88 Form of Restricted Share Unit Award Agreement, incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on July 31, 2014.*

10.89 Form of Restricted Share Unit Award Agreement for Non-Employee Trustees, incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on January 9, 2015.*

12.1 Computation of ratio of earnings to fixed charges and preferred shares dividend, filed herewith.

21.1 Subsidiaries of the Registrant, filed herewith.

23.1 Consent of Independent Registered Accounting Firm, filed herewith.

31.1 Certification by the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.

31.2 Certification by the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.

32.1 Certification by the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, furnished herewith.

32.2 Certification by the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, furnished herewith.

101.INS XBRL Instance Document, filed herewith.

101.SCH XBRL Taxonomy Extension Schema, filed herewith.

101.CAL XBRL Taxonomy Extension Calculation Linkbase, filed herewith.

101.DEF XBRL Taxonomy Extension Definition Linkbase, filed herewith.

101.LAB XBRL Taxonomy Extension Label Linkbase, filed herewith.

101.PRE XBRL Taxonomy Extension Presentation Linkbase, filed herewith.

* This exhibit is a management contract or a compensatory plan or arrangement.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by theundersigned, thereunto duly authorized.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in thecapacities and on the dates indicated:

191(Back To Top)

Exhibit 10.51

AGREEMENT OF PURCHASE AND SALE

between

GRAMERCY PROPERTY TRUST

Dated: February 29, 2016 By:/s/ Jon W. Clark

Name: Jon W. Clark

Title: Chief Financial Officer

Signatures Title Date

/s/ Gordon F. DuGanGordon F. DuGan

Chief Executive Officer,and Trustee(Principal Executive Officer) February 29, 2016

/s/ Jon W. ClarkJon W. Clark

Chief Financial Officer,(Principal Financial and Accounting Officer) February 29, 2016

/s/ Charles E. BlackCharles E. Black Non-Executive Chairman and Trustee February 29, 2016

/s/ Allan J. BaumAllan J. Baum Trustee February 29, 2016

/s/ Z. Jamie BeharZ. Jamie Behar

Trustee February 29, 2016

/s/ Thomas D. Eckert Thomas D. Eckert Trustee February 29, 2016

/s/ James L. Francis James L. Francis Trustee February 29, 2016

/s/ Gregory F. HughesGregory F. Hughes Trustee February 29, 2016

/s/ Jeffrey E. KelterJeffrey E. Kelter Trustee February 29, 2016

/s/ Louis P. Salvatore Louis P. Salvatore Trustee February 29, 2016

Section 2: EX-10.51 (EXHIBIT 10.51)

RT 90 HUDSON, LLC and

RT 90 HUDSON URBAN RENEWAL, LLC

Sellers

and

SSC IV INVESTOR, LLC and

SSC V INVESTOR, LLC

Buyer

TABLE OF CONTENTS

EXHIBITS

i

Section Page

1. Definitions 1

2. Agreement to Purchase and Sell; Deposit 3

3. Other Property Included in Purchase and Sale 4

4. Documents Furnished by Sellers; Confidentiality 5

5. Title 5

6. Buyer’s Inspection of the Property 7

7. Representations and Warranties 10

8. Conditions to Closing 15

9. Closing 18

10. Adjustments and Prorations 21

11. Expenses 23

12. Risk of Loss; Casualty and Eminent Domain 24

13. Broker 25

14. Management of the Property 25

15. Defaults 25

16. Notices 26

17. Assignment 28

18. Limitation of Liability 28

19. General Provisions 29

20. Bulk Sales Notice 31

A. Legal DescriptionB. Escrow AgreementC. Schedule of Existing Loan DocumentsD. Schedule of Occupancy LeasesE. Schedule of Service ContractsF. Diligence Checklist for the PropertyG. Tenant Estoppel CertificateH. Bill of SaleI. Assignment of Occupancy LeasesJ. Landlord’s Land Lease Assignment

ii

K. Tenant’s Building Lease AssignmentA. Tenant’s Land Lease AssignmentB. Landlord’s Building Lease AssignmentC. Financial Agreement AssignmentD. Assignment of Service ContractsE. Form of Bargain and Sale Deed

AGREEMENT OF PURCHASE AND SALE

THIS AGREEMENT OF PURCHASE AND SALE (this “Agreement”) made as of the 9th day of November, 2015, between RT 90HUDSON, LLC, a Delaware limited liability company (“RT Hudson”) and RT 90 HUDSON URBAN RENEWAL, LLC, a New Jerseylimited liability company (“RT Urban”), each having an address at c/o Chambers Street Properties at 47 Hulfish Street, Suite 210, Princeton,New Jersey 08542, Attn: Legal Department (collectively “Sellers”) and SSC IV INVESTOR, LLC (“Investor IV”) and SSC V Investor, LLC (“Investor V”), each a Delaware limited liability company having an address at c/o Spear Street Capital, LLC, One Market Plaza, SpearTower, Suite 4125, San Francisco, California 94105 (collectively, “Buyer”).

RECITALS

A. Sellers are the owner of that certain property having an address of 90 Hudson Street, Jersey City, New Jersey, located on the landmore fully described in Exhibit A attached hereto and together with certain improvements situated thereon (collectively, the “Property”).

B. Sellers desire to sell and convey the Property to Buyer and Buyer desires to purchase and acquire the Property from Sellers, uponthe terms and subject to the conditions hereinafter set forth.

C. Simultaneously herewith, RT 70 Hudson, LLC, a Delaware limited liability company and RT 70 Hudson Urban Renewal, LLC, aNew Jersey limited liability company, and Buyer have entered into that certain Agreement of Purchase and Sale, of even date herewith (the"70 Hudson PSA") for the purchase and sale of that certain property having an address of 70 Hudson Street, Jersey City, New Jersey andtogether with certain improvements situated thereon, all as more specifically set forth in the 70 Hudson PSA (collectively, the “70 Hudson Property”).

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, thereceipt and sufficiency of which are hereby acknowledged, Sellers and Buyer hereby agree as follows:

1. Definitions. The following words and terms, when used in this Agreement, shall have the respective meaningsascribed to them below unless the context otherwise requires:

“Affiliate” means any person or entity that directly, or indirectly through one or more intermediaries, controls, is controlled by or isunder common control with Buyer or Seller, as the case may be. For the purposes of this definition, “control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership ofvoting securities, by contract or otherwise, and the terms “controlling” and “controlled” have the meanings correlative to the foregoing.

“Authorities” means the various governmental and quasi-governmental bodies or agencies having jurisdiction over the Property orany portion thereof.

1

“Building Lease” means that certain Lease dated as of March 16, 1998, originally between Hartz Urban, as landlord, and Hartz Land,as tenant, a Memorandum of which was recorded February 23, 1999 in the Register’s Office in Deed Book 5403, page 77. Hartz Urbanassigned all of its right, title and interest under the Building Lease to RT Urban by that certain Assignment and Assumption of Landlord’s Interest in Lease dated April 11, 2011 and recorded April 13, 2011 in the Register’s Office in Deed Book 8786, page 790. Hartz Landassigned all of its right, title and interest under the Building Lease to RT Hudson by that certain Assignment and Assumption of Tenant’s Interest in Lease dated April 11, 2011 and recorded April 13, 2011 in the Register’s Office in Deed Book 8786, page 798.

“Business Day” means any day other than a Saturday, Sunday or a legal holiday on which banks are required or permitted to beclosed in Hudson County, New Jersey.

“Buyer’s Tax Exemption Entity” means an urban renewal entity to be formed by Buyer for the purpose of assuming the obligationsof RT Urban under the Financial Agreement and being the recipient of all right, title and interest of RT Urban under the Land Lease and theBuilding Lease.

“City” means the City of Jersey City, New Jersey.

“Environmental Laws” means all federal, state, local and municipal environmental laws (including, without limitation, principles ofcommon law), rules, statutes, directives, binding written interpretations, binding written policies, ordinances and regulations issued by anyAuthorities and in effect as of the date of this Agreement with respect to or which otherwise pertain to or affect the Property or any portionthereof, or the development, use, ownership, occupancy or operation of the Property or any portion thereof, and as same have been amended,modified or supplemented from time to time prior to and are in effect as of the date of this Agreement, including but not limited to CERCLA,the Hazardous Substances Transportation Act (49 U.S.C. § 1802 et seq.), RCRA, the Water Pollution Control Act (33 U.S.C. § 1251 et seq.),the Safe Drinking Water Act (42 U.S.C. § 300f et seq.), the Clean Air Act (42 U.S.C. § 7401 et seq.), the Toxic Substances Control Act (15U.S.C. § 2601 et seq.), the Emergency Planning and Community Right-to-Know Act of 1986 (42 U.S.C. § 11001 et seq.), the Radon andIndoor Air Quality Research Act (42 U.S.C. § 7401 note, et seq.), comparable state and local laws, and any and all rules and regulationswhich are in effect as of the date of this Agreement under any and all of the aforementioned laws.

“Existing Lender” means Teachers Insurance and Annuity Association of America.

“Existing Loan” means that certain mortgage loan in the original principal amount of $108,500,000.00 and evidenced by that certainAmended and Restated Promissory Note dated as of July 14, 2011, made by RT Hudson payable to Existing Lender.

“Existing Loan Documents” means those certain documents evidencing and/or securing the Existing Loan and listed on Exhibit Cattached hereto.

“Financial Agreement” means that certain Financial Agreement dated May 13, 1998, between Hartz Urban and the City. Hartz Urbanassigned all of its right, title and interest under

2

the Financial Agreement to RT Urban by that certain Assignment and Assumption Agreement (Tax Abatement Financial Agreement) datedApril 11, 2011.

“Guarantor” means CSP Operating Partnership, LP, formerly known as CBRE Operating Partnership, L.P.

“Hartz Land” means 90 Hudson Street, L.L.C., a New Jersey limited liability company.

“Hartz Urban” means 90 Hudson Street Urban Renewal Associates, L.L.C., a New Jersey limited liability company.

“Land Lease” means that certain Lease dated as of March 16, 1998 between Hartz Land, as landlord, and Hartz Urban, as tenant, aMemorandum of which dated March 16, 1998, was recorded February 23, 1999 in the Register’s Office in Deed Book 5403, page 72. By that certain Assignment and Assumption of Landlord’s Interest in Lease dated April 11, 2011 and recorded April 13, 2011 in the Register’s Office in Deed Book 8786, page 769, Hartz Land assigned all of its right, title and interest under the Land Lease to RT Hudson. Hartz Urbanassigned all of its rights, title and interest under the Land Lease to RT Urban by that certain Assignment and Assumption of Tenant’s Interest in Lease dated April 11, 2011 and recorded April 13, 2011 in the Register’s Office in Deed Book 8786, page 779.

“Occupancy Leases” means those certain leases for portions of the Property listed on Exhibit D attached hereto.

“Occupancy Tenants” means the Tenants under the Occupancy Leases.

“Register’s Office” means that certain Register of Deeds of Hudson County, New Jersey.

“Tenant Inducement Costs” shall mean any out-of-pocket payments required under the Occupancy Leases or an Additional Lease(hereinafter defined) to be paid by the landlord thereunder to or for the benefit of the Tenant thereunder that is in the nature of a tenantinducement, including specifically, but without limitation, tenant improvement costs, lease buyout payments, and moving, design,refurbishment and costs.

2. Agreement to Purchase and Sell; Deposit.

2.1 Agreement to Purchase and Sell. Subject to and upon the terms and conditions contained in this Agreement,Sellers agree to sell and convey to Buyer and Buyer agrees to purchase from Sellers the Property for a total gross purchase price ofOne Hundred Eighty-One Million and 00/100 Dollars ($181,000,000.00) (the “Purchase Price”).

2.2 Deposit; Payment of Purchase Price. Within two (2) Business Days from the Effective Date, Buyer shall paya good faith deposit in the amount of Nine Million and 00/100 Dollars ($9,000,000.00) (the “Deposit”) to First American Title Insurance Company (“Escrow Agent”) having an office at 666 Third Avenue, New York, NY 10017, Attention: Jennifer Panciera.Escrow Agent, by wire or intra-bank transfer of immediately available funds. Escrow Agent shall give prompt written confirmation toSellers of Escrow Agent’s receipt of the Deposit. If the Deposit is not paid when due, Sellers shall have the right, at its option, to

3

terminate this Agreement. The Deposit constitutes a deposit to be applied, subject to the provisions of this Agreement, toward the payment ofthe Purchase Price. The Deposit shall be invested and disbursed by Escrow Agent in accordance with the terms and conditions of the EscrowAgreement attached hereto as Exhibit B the (“Escrow Agreement”) and to be executed by Sellers, Buyer and the Escrow Agent. All interestearned on the Deposit shall be paid to the party entitled to receive the Deposit. Buyer shall pay Sellers by wire transfer of federal funds at theClosing (hereinafter defined) an amount (the “Closing Payment”) equal to (i) the Purchase Price, (ii) plus or minus net adjustments andprorations provided for in this Agreement, (iii) minus the amount of the outstanding principal balance of the Existing Loan as of the ClosingDate (hereinafter defined), and (iv) minus the Deposit. The Deposit shall be disbursed by Escrow Agent to Sellers at the Closing.

3. Other Property Included in Purchase and Sale. In addition to the Property, all right, title and interest of Sellers, if any,in and to the following, to the extent that the same apply to the Property, shall be included within the term “Property”:

3.1 all easements, rights of way, privileges, licenses, appurtenances and other rights and benefits running withthe Property;

3.2 all fixtures, machinery, equipment and other tangible personal property owned by Sellers (but not by tenantsor subtenants of the Property or by Hulfish Managers, LLC (the “Property Manager”)) and attached and appurtenant to, or forming part of,the Property (the “Personal Property”);

3.3 Sellers’ interest under (i) the Occupancy Leases, (ii) such additional leases for portions of the Property, asmay be entered into by Sellers prior to the Closing in accordance with Section 14 (the “Additional Occupancy Leases”) and (iii) all security deposits and advance rentals, if any, made under the Occupancy Leases and the Additional Occupancy Leases;

3.4 Sellers’ interest under the Financial Agreement, the Building Lease and the Land Lease;

3.5 subject to Buyer's right to direct Seller to deliver notice of cancellation of any Service Contract inaccordance with Section 14 below, all assignable service, utility, maintenance and other contracts and agreements in the name of any ofSellers or the Property Manager affecting the operation of the Property and listed in Exhibit E attached hereto (collectively, the “Service Contracts”), but expressly excluding therefrom the existing management and leasing agreement for the Property with Property Manager (the“Management Agreement”);

3.6 all consents, authorizations, variances, licenses, permits and certificates of occupancy, if any, issued by anygovernmental authority with respect to the Property; and

3.7 all intangible personal property, if any, owned by Sellers and related solely to the Property, including,without limitation, all warranties and guarantees; and all Property specific logos, trade or business names and telephone numbers.

4

4. Documents Furnished by Sellers; Confidentiality. Sellers, to the extent in Sellers’ possession or control, have delivered electronically (if available) or otherwise, copies of, or have made available at the Property or the offices of the Property Manager,for inspection by Buyer the following (collectively, the “Review Materials”): (i) the Occupancy Leases, (ii) the Service Contracts, (iii) theExisting Survey (as hereinafter defined), and (iv) the materials listed in Exhibit E attached hereto (the “Diligence Checklist”) as are within Sellers’ possession or control. The Review Materials, all other materials, reports, studies, books and records obtained or examined by or onbehalf of Buyer pursuant to this Agreement, and the terms of this Agreement shall: (i) be held in strict confidence by Buyer; (ii) not be usedfor any purpose other than the investigation and evaluation of the Property by Buyer and its lenders, attorneys, investors, members,employees, agents, engineers, consultants and representatives (collectively, “Buyer’s Agents”); and (iii) not be disclosed, divulged or otherwise furnished to any other person or entity prior to the Closing except to Buyer’s Agents who need to know such information for thepurpose of consummating this transaction, or as required by law. Buyer shall inform Buyer’s Agents of the confidential nature of the information related to the Property, Buyer shall cause Buyer’s Agents to treat such information confidentially, and Buyer shall be responsibleand liable for any breach of the confidentiality provisions of this Agreement by Buyer or Buyer’s Agents. If this Agreement is terminated for any reason whatsoever, Buyer shall return to Sellers all of the Review Materials in the possession of Buyer and Buyer’s Agents. The provisions of this Section shall survive the termination of this Agreement.

5. Title.

5.1 Title. Sellers have caused the Escrow Agent (also referred to herein as the “Title Company” to issue to Buyer (with a copy to Sellers) a title insurance commitment for the Property (the “Title Commitment”). The title insurance policy to be issued at the Closing by the Title Company pursuant to the Title Commitment (the “Title Policy”) shall be a standard New Jersey-approved ALTA 2006 form of owner’s policy. Sellers shall cause the Title Policy to be issued to Buyer subject to the Permitted Exceptions (hereinafterdefined) and free and clear of all standard or general exceptions contained in the Title Commitment which the Title Company is permitted byapplicable law to remove or modify upon delivery of a standard title affidavit from Sellers.

5.2 Survey. Sellers have delivered to Buyer a copy of the existing “as-built” survey of the Property (the “Existing Survey”) dated October 13, 2010 and last revised March 23, 2011 and prepared by Dresdner Robin, Greg S. Gloor, P.L.S. Buyerhas obtained a new survey, prepared by Control Point Associates, Inc., dated October 23, 2015, File No. 150516 (the “New Survey”) (with a copy to Sellers) certified to Buyer, Sellers and which will be certified to the Title Company prior to Closing.

5.3 Title Defects. Buyer has reviewed the Title Commitment, the Existing Survey and the New Survey and hasnot identified any material claim, lien or exception set forth in the Title Commitment, the Existing Survey or the New Survey adverselyaffecting title to the Property and which Buyer is not willing to waive. Accordingly, Buyer accepts same.

5.4 Permitted Title Exceptions. All items set forth in the Existing Survey, the New Survey and the TitleCommitment, other than any objections specified in the Defects Notice

5

(defined in Section 5.5 below) which Sellers elect in writing to cure or is required to cure as provided in Section 5.3 shall be deemed “Permitted Exceptions”.

5.5 Subsequent Title Defects. Buyer may, at or prior to Closing, notify Sellers in writing of any claim, lien orexception, in each case first raised by the Title Company or otherwise revealed after the Effective Date of this Agreement ("Defects Notice"). If Buyer makes any objection that Buyer is permitted to make pursuant to the preceding sentence, then Sellers may, by giving notice to Buyerwithin five (5) Business Days after Sellers’ receipt of the applicable Defects Notice, elect either to cure such objection or not to cure suchobjection. Sellers shall be deemed to have elected not to cure any such objection unless Sellers elect or are obligated to cure any suchobjection in accordance with this Section 5.5. If Sellers elect or are obligated to cure any such objection, Sellers shall cure the title exceptionin question on or before the Closing Date in a manner reasonably acceptable to Buyer (causing a non-monetary exception to be omitted from the Title Commitment is acceptable to Buyer); provided, however, that if Sellers elect to cure any such objection, such objection is capable ofcure and Sellers need time beyond the Closing Date to do so, then Sellers shall have the right to adjourn the Closing, upon written notice toBuyer, for up to ten (10) Business Days to effect such cure. If Sellers elect (or are deemed to have elected) not to remove any such objection(excluding any objection which Sellers are obligated to remove in accordance with Section 5.3 above), then Buyer shall have the right, by giving notice to Sellers within three (3) Business Days after Buyer's receipt of Sellers’ election notice (or the expiration of Sellers’ five (5) Business Day response period if Sellers do not respond), either to terminate this Agreement, and have the Deposit returned, or to withdrawsuch objection and accept title to the Property subject to the title or survey matter in question without reduction of the Purchase Price. IfBuyer does not exercise the right to terminate this Agreement in accordance with this Section 5.5, then Buyer shall be deemed to have approved title to the Property, subject to the title matter in question without reduction of the Purchase Price, and withdrawn such objection. Inthe event that any objection is a mortgage or UCC Financing Statement granted by Sellers or a mechanic’s or materialmen’s lien or other encumbrance securing the payment in the aggregate of a readily ascertainable sum of money of up to $50,000.00, Sellers shall satisfy suchdefect(s) of record or, as an alternative to causing such defect(s) to be satisfied of record and provided that the Title Company agrees to omitsuch defect(s) from the Title Policy: (i) bond or cause to be bonded such defect(s); (ii) deliver or cause to be delivered to Buyer or the TitleCompany, on the date of the Closing, instruments in recordable form and sufficient to satisfy such defect(s) of record, together with theappropriate recording or filing costs; (iii) deposit or cause to be deposited with the Title Company sufficient monies, acceptable to andreasonably requested by the Title Company, to assure the obtaining and recording of a satisfaction of the defect(s); or (iv) subject to Buyer’s prior approval (not to be unreasonably withheld, conditioned, or delayed), otherwise cause the Title Company to omit such defect(s) from theTitle Policy. Notwithstanding the foregoing, neither notices of commencement of work to be performed by contractors or subcontractorsengaged by the Occupancy Tenants and/or their respective subtenant(s) nor any liens filed with respect to any work performed by or on behalfof the Occupancy Tenants and/or their respective subtenant(s) shall constitute Defect(s) that Sellers must satisfy, except to the extent that suchliens have been filed or recorded with respect to work that has not been paid for by the Occupancy Tenants or their respective subtenant(s)due to Sellers’ failure to pay to the Occupancy Tenants or their respective subtenants, or to their respective contractors or subcontractors, asapplicable, any

6

tenant improvement allowance required to be provided by any of Sellers in accordance with the Occupancy Leases.

6. Buyer’s Inspection of the Property.

6.1 Inspection and Examination. Buyer and Buyer’s Agents have been given the right to (i) perform non-invasive physical tests (except that, upon Sellers’ prior written consent, which consent may be withheld in Sellers’ sole and absolute discretion, Buyer may perform minor intrusive testing to determine the presence of asbestos-containing materials, termites and other wood destroying insects, provided that all damage resulting therefrom is promptly repaired by Buyer at its sole expense (the “Repair Obligation”)); (ii) conduct any and all necessary engineering, environmental and other inspections at the Property and examine and evaluatethe Review Materials and all other relevant agreements and documents within the possession of Sellers or subject to their control, as Buyermay reasonably request; and (iii) contact governmental agencies concerning the Financial Agreement and any incentives available under theGrow N.J. Program and obtain governmental records and documents on the Property. Buyer is satisfied, in its sole discretion with the resultsof its investigation and evaluation of the Property, and, accordingly, Buyer accepts the Property. Buyer shall have the ongoing right tocontinue its investigation and evaluation of the Property, but Buyer shall not have the right to terminate this Agreement as a result of anyfurther investigations or evaluation. The following provisions shall apply to Buyer’s prior investigation and evaluation of the Property andany future investigation and evaluation. No soil and/or ground water sampling shall be performed unless and until the location, scope andmethodology of such sampling and the environmental consultant selected by Buyer to perform such sampling have all been approved bySellers. Prior to conducting any such sampling, Buyer shall have a utility mark-out performed for the Property. Copies of all environmentaland engineering reports prepared by or on behalf of Buyer with respect to the Property shall be provided promptly to Sellers upon request (the“Report Obligation”). With respect to Buyer’s right to inspect the Property, Buyer agrees that (i) Sellers shall receive at least forty-eight (48) hours’ prior written notice of each inspection, (ii) each inspection shall be performed during normal business hours or at such other times asSellers and Buyer shall mutually agree and shall be subject to any special limitations on access to certain areas of the Property arising underthe Occupancy Leases, (iii) Buyer and Buyer’s Agents shall not unreasonably interfere with the tenants, subtenants, guests, employees,occupants of the Property and the operation thereof, and (iv) Buyer and Buyer’s Agents shall fully comply with all applicable Laws andRegulations (hereinafter defined) of all governmental authorities having jurisdiction with respect to Buyer’s investigations on the Property and all its other activities undertaken in connection therewith; and (v) Buyer shall not permit any mechanics’ liens to be filed against the Property or any part thereof relating to the inspections performed on behalf of Buyer. Buyer or Buyer’s Agents shall not perform any such inspection or examination unless accompanied by Sellers or a representative of the Property Manager. The Repair Obligation and the ReportObligation shall survive the termination of this Agreement. Prior to any entry by Buyer or Buyer’s Agents on the Property to conduct the inspections and tests described above, Buyer shall obtain and maintain, at Buyer’s sole cost and expense, and shall deliver to Sellers evidencethereof (including, without limitation, a copy of a certificate evidencing each such insurance policy): (1) commercial general liabilityinsurance, from an insurer reasonably acceptable to Sellers, in the amount of TWO MILLION and 00/100 Dollars ($2,000,000.00) combinedsingle limit for personal injury and property damage per occurrence,

7

such policy to name each of Sellers, CSP Operating Partnership, LP and Property Manager as an additional insured party, which insuranceshall provide coverage against any claim for personal liability or property damage resulting from the inspections, tests, access to the Propertyor other activities of Buyer and Buyer’s Agents in connection with the performance of its due diligence; (2) property insurance insuringBuyer’s equipment against all perils; and (3) workers’ compensation insurance in amounts required by law. Buyer’s commercial general liability insurance shall be written on an occurrence basis, shall include a contractual liability endorsement that insures the Repair Obligationand Buyer’s indemnity obligations hereunder, and shall contain a waiver of subrogation provision consistent with the terms of this Section.Buyer hereby represents and warrants that it carries the insurance required under this Section. Sellers from time to time may establishreasonable rules of conduct for Buyer and Buyer’s agents in furtherance of the terms of this Section 6.1.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, BUYER HEREBY WAIVESANY AND ALL RIGHTS OF RECOVERY, CLAIM, ACTION OR CAUSE OF ACTION AGAINST SELLERS, THEIR AGENTS,EMPLOYEES, OFFICERS, DIRECTORS, PARTNERS, MEMBERS, SERVANTS OR SHAREHOLDERS FOR ANY LOSS ORDAMAGE TO BUYER’S PROPERTY BY REASON OF FIRE, THE ELEMENTS, OR ANY OTHER CAUSE WHICH IS COVERED ORCOULD BE COVERED BY STANDARD “ALL-RISKS” PROPERTY INSURANCE, REGARDLESS OF CAUSE OR ORIGIN,INCLUDING NEGLIGENCE OF SELLERS, THEIR AGENTS, EMPLOYEES, OFFICERS, DIRECTORS, PARTNERS, MEMBERS,SERVANTS OR SHAREHOLDERS.

6.2 Building Code Violations. To the extent that the Property is subject to building code violations (the “Code Violations”), Sellers agree that prior to the Closing they will pay all accrued fines and penalties with respect to the Code Violations and anynew building code violations that occur between the date of this Agreement and the Closing Date (but not including any new building codeviolations arising from the acts or omissions of the Occupancy Tenants). In addition, Sellers agree that they will use commercially reasonableefforts to correct each of the Code Violations and cause the applicable governmental authority(ies) to issue the appropriate notice(s) ofcorrection so that all of the Code Violations are corrected and closed out prior to the Closing Date. If Sellers are unable to correct theviolations and close out such violation prior to the Closing, then Sellers shall provide Buyer with a credit, at Closing, against the PurchasePrice in an amount equal to the sum of (i) the estimated costs to perform the work necessary to correct and close out any remaining CodeViolations, including, without limitation, the reasonable estimated costs of a permit consultant to assist Buyer with correcting and closing outany remaining violations, all as reasonably determined by Buyer and Sellers, and (ii) the amount of any penalties and fines that are anticipatedto accrue from and after the Closing Date until such time as any remaining violations are anticipated to be corrected and closed out, all asreasonably determined by Buyer and Sellers (the “Code Credit”).

6.3 Inspection Indemnity. Notwithstanding anything to the contrary contained in this Agreement, anyinvestigation or examination of the Property performed by Buyer or Buyer’s Agents prior to the Closing shall be performed at the sole riskand expense of Buyer, and Buyer shall be solely responsible for the acts or omissions of any of Buyer’s Agents brought on, or to, the Property by Buyer. In addition, Buyer shall defend, indemnify and hold Sellers and

8

any agent, advisor, representative, affiliate, employee, director, partner, member, beneficiary, investor, servant, shareholder, trustee or otherperson or entity acting on Sellers’ behalf or otherwise related to or affiliated with Sellers (collectively, “Sellers’ Related Parties”) harmless from and against all loss, expense (including, but not limited to, reasonable attorneys’ fees and court costs arising from the enforcement ofthis indemnity), damage and liability resulting from claims for personal injury, wrongful death or property damage against Sellers or any ofSellers’ Related Parties or any of the Property arising from or as a result of, any act or omission of Buyer or Buyer’s Agents in connection with any activities on or about, or inspection or examination of the Property by Buyer or Buyer’s Agents. The provisions of this Section 6.3shall survive the Closing or the earlier termination of this Agreement.

6.4 Condition. As a material inducement to Sellers to execute this Agreement, Buyer acknowledges, representsand warrants that, as of the Effective Date of this Agreement, (i) Buyer has fully examined and inspected the Property, including theconstruction, operation and leasing of the Property, together with the Review Materials and such other documents, reports, studies andmaterials with respect to the Property which Buyer deems necessary or appropriate in connection with its investigation and examination of theProperty, (ii) Buyer has accepted and is fully satisfied in all respects with the foregoing and with the physical condition, value,presence/absence of hazardous or toxic materials, financing status, use, leasing, operation, tax status, income and expenses of the Property,(iii) the Property will be purchased by Buyer “AS IS” and “WHERE IS” and with all faults and, upon Closing, Buyer shall assumeresponsibility for the physical and environmental condition of the Property and (iv) Buyer has decided to purchase the Property solely on thebasis of its own independent investigation. Except as expressly set forth herein or in any document executed by Sellers and delivered to Buyerpursuant to Section 9.2 (“Sellers’ Documents”), Sellers have not made, do not make, and have not authorized anyone else to make anyrepresentation as to the present or future physical condition, value, presence/absence of hazardous or toxic materials, financing status, leasing,operation, use, tax status, income and expenses or any other matter or thing pertaining to the Property, and Buyer acknowledges that no suchrepresentation or warranty has been made and that in entering into this Agreement it does not rely on any representation or warranty otherthan those expressly set forth in this Agreement or in Sellers’ Documents. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENTOR IN SELLERS’ DOCUMENTS, SELLERS MAKE NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED OR ARISINGBY OPERATION OF LAW, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF CONDITION, HABITABILITY,MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY. Sellers shall not be liable for or bound byany verbal or written statements, representations, real estate broker’s “setups” or information pertaining to the Property furnished by any realestate broker, agent, employee, servant or any other person unless the same are specifically set forth in this Agreement or in Sellers’ Documents. The provisions of this Section 6.4 shall survive the Closing. Nothing in this Section 6.4 or in Section 6.5 below shall constitute an indemnification of, or otherwise obligate Buyer to indemnify, Sellers with respect to any environmental liabilities or any Claims of thirdparties, in each case affecting the Property and arising as a result of any Seller’s own negligence or of any Released Parties (as defined inSection 6.5 below) or existing as of the date immediately preceding the Closing Date.

9

6.5 Release. Except for any Claims (as defined below) arising out of a breach or default by Sellers under thisAgreement (including a breach of any of Sellers’ representations and warranties herein) or the closing documents of Sellers (including breachof any of Sellers’ indemnities contained therein) (“Excepted Claims”), Buyer and anyone claiming by, through or under Buyer hereby waivetheir right to recover from and fully and irrevocably release Sellers and Sellers’ employees, advisors, investors, beneficiaries, officers,trustees, shareholders, members, representatives, agents, servants, attorneys, affiliates, parents, subsidiaries, their successors and assigns, andall persons, firms, corporations and organizations acting on their behalf (“Released Parties”) from any and all claims, responsibility and/or liability that it may now have or hereafter acquire against any of the Released Parties for any and all costs, losses, claims, liabilities, damages,expenses, demands, debts, controversies, claims, actions or causes of actions (collectively, “Claims”) arising from or related to the condition (including any construction defects, errors, omissions or other conditions, latent or otherwise, and the presence in the soil, air, structures andsurface and subsurface waters of materials or substances that have been or may in the future be deemed to be hazardous materials or otherwisetoxic, hazardous, undesirable or subject to regulation and that may need to be specifically treated, handled and/or removed from the Propertyunder current or future federal, state and local laws, regulations or guidelines or common law), valuation, salability or utility of the Property,the condition of title to the Property, compliance with any applicable federal, state or local law, rule or regulations or common law with respect to the Property, or the Property’s suitability for any purposes whatsoever, and any information furnished by the Released Parties inconnection with this Agreement.

7. Representations and Warranties.

7.1 Representations and Warranties of Sellers. Sellers make the following representations and warranties toBuyer, which representations and warranties shall be true and correct in all material respects on the day of the Closing:

7.1.1 RT Hudson is a limited liability company duly organized, validly existing and in good standingunder the laws of the State of Delaware. RT Urban is a limited liability company duly organized, validly existing and in good standing underthe laws of the State of New Jersey.

7.1.2 The execution, delivery and performance of this Agreement and all other documents, instrumentsand agreements now or hereafter to be executed and delivered by Sellers pursuant to this Agreement are within the limited liability companypower of Sellers and have been duly authorized by all necessary or proper limited liability company action. Each of this Agreement and theclosing documents to be executed and delivered by each Seller is a legal, valid and binding obligation of each Seller, enforceable against eachSeller in accordance with its terms, subject to the effect of applicable bankruptcy, insolvency, reorganization, arrangement, moratorium orother similar laws affecting the rights of creditors generally. Seller has not filed or been the subject of any filing of a petition under anyfederal or state bankruptcy or insolvency laws or for the reorganization of debtors.

7.1.3 Neither RT Hudson or RT Urban is a “foreign person” as defined in Section 1445(f)(3) of the Internal Revenue Code of 1986, as amended (the “Code”).

10

7.1.4 There is no suit, dispute, action or administrative proceeding of any kind pending against RTHudson, RT Urban or the Property which, if adversely decided, would prevent the consummation of the transaction contemplated by thisAgreement. Without limiting the generality of the foregoing, there are no actual or, to Sellers' knowledge, threatened suits, actions orproceedings with respect to all or part of the Property (a) for condemnation or (b) with the exception of the Code Violations, alleging anymaterial violation of any applicable law, regulation, ordinance or code (collectively, “Laws and Regulations”).

7.1.5 With the exception of the Code Violations, neither RT Hudson or RT Urban has received anywritten notice or complaint (which remains uncured) from any governmental authority or third party stating that the Property violates anyLaws and Regulations in any material respect.

7.1.6 With respect to the Occupancy Leases and/or the Additional Occupancy Leases, as applicable:

(a) There are no tenant leases or tenancy agreements affecting the Property, or any portion thereof, otherthan the Occupancy Leases and any subleases thereunder that may have been entered into by any of the Occupancy Tenants with third parties;

(b) The Occupancy Leases are in full force and effect and have not been amended in any material respectexcept as set forth in Exhibit C. Neither RT Hudson or RT Urban has given, nor has RT Hudson or RT Urban received, any written notice of amaterial default under any of the Occupancy Leases that remains uncured (the foregoing does not apply to delinquencies in the payment ofmonthly rent that have existed for less than thirty (30) days);

(c) The tenant security deposits made under the Occupancy Leases are set forth in Exhibit D and Sellersare holding such amount under the Occupancy Leases, and have not withdrawn or taken any amount of, or drawn against, such securitydeposits;

(d) As of the Closing, Sellers will have paid in full all leasing, broker’s or finder’s commissions (including any commissions for renewal or expansion options that have been exercised by the tenants under the Occupancy Leases prior to theClosing), and tenant finish-out obligations, that are unpaid although presently due and payable by Sellers with respect to the OccupancyLeases, other than the tenant improvement allowance provided to Charles Komar & Sons, Inc. under its Occupancy Lease; and

(e) To Seller’s knowledge, the copy of the Occupancy Leases delivered or made available by Sellers toBuyer is a true, correct copy of the Occupancy Leases in all material respects.

7.1.7 With respect to the Service Contracts:

(a) There are no material equipment leases or service, maintenance or other similar contracts oragreements affecting the Property, or any portion thereof, other than the Service Contracts and any equipment leases or other contracts oragreements that may have been entered into by the Occupancy Tenants (or subtenants of the Occupancy Tenants) of the Property with thirdparties; and

11

(b) Each Service Contract is in full force and effect and has not been amended in any material respectexcept as set forth in Exhibit D. Neither RT Hudson or RT Urban has given, nor has RT Hudson or RT Urban received, any written notice ofa material default under any of the Service Contracts that remains uncured, except as set forth in Exhibit D.

7.1.8 The Management Agreement will be terminated by Sellers as of the Closing without cost to Buyer.

7.1.9 The Land Lease and the Building Lease are in full force and effect and, to Seller’s knowledge, have not been amended in any material respect. There are no defaults under the Land Lease or the Building Lease by either landlord or tenant.

7.1.10 With respect to the New Jersey Industrial Site Recovery Act, as defined in N.J.S.A. 13:1K-6 et. seq., and the rules and regulations promulgated thereunder (“ISRA”), to Sellers’ knowledge: (i) no operations currently conducted at theProperty render it an “industrial establishment” as contemplated by ISRA because such operations fall within a NAICS code that is notsubject to ISRA and are covered under the exemptions codified at N.J.A.C. 7:26B-2.1(b)(2); (ii) the NAICS code covering the operations ofOccupancy Tenant at the Property is NAICS # 531120; (iii) during Sellers’ ownership of the Property, the provisions of ISRA were nottriggered; and (iv) the sale of the Property pursuant to this Agreement will not trigger the provisions of ISRA because the Property is not nowand has not been (during the period of Sellers’ ownership) an “industrial establishment” as contemplated by ISRA and is implementing regulations. To Seller's knowledge, but except as expressly disclosed in any environmental reports provided to Buyer, no underground storagetanks of any kind are located in, on or under the Property. Except as expressly disclosed in any environmental reports provided to Buyer,Seller has not received any written notice from an Authority that Seller or the Property currently is in violation of any Environmental Laws.

7.1.11 Except for Buyer, no Seller has granted or agreed in writing to grant to any person, and none ofthem is a party to, any outstanding option, contract right of first refusal, or right of first offer with respect to a purchase or sale of the Property.

7.1.12 No Seller has filed, nor has any Seller instructed anyone to file, notices of protest against, or tocommence actions to review real property tax assessments ("Tax Proceedings") against the Property which are currently pending.

7.1.13 No Seller has any employees.

7.1.14 Each Seller and, to each Seller’s actual knowledge, each person or entity owning an interest inSeller is (1) not currently identified on the Specially Designated Nationals and Blocked Persons List maintained by the Office of ForeignAssets Control, Department of the Treasury and/or on any other similar list, (ii) not a person or entity with whom a citizen of the UnitedStates is prohibited to engage in transactions by any trade embargo, economic sanction, or other prohibition of United States law, regulation,or Executive Order of the President of the United States, and (iii) not an “Embargoed Person (as such term is defined in Section 7.3.3below).”

7.1.15 With respect to the Financial Agreement:

12

(a) The Financial Agreement is in full force and effect and has not been amended in any respect.

(b) Neither RT Hudson or RT Urban have received any written notice of default from the City under theFinancial Agreement that remains uncured.

(c) The copy of the Financial Agreement delivered or made available by Sellers to Buyer is a true,correct and complete copy of such Agreement in all material respects.

7.1.16 7.1.17 With respect to the Existing Loan:

(a) Exhibit C is a schedule of all material documents evidencing, securing and/or governing the Existing Loan andsuch loan documents have not been amended or modified in any material respect except as set forth in Exhibit C.

(b) Seller has not received a written notice of default under the Existing Loan Documents that has not been cured orwaived.

(c) To Sellers’ knowledge, as of October 19, 2015, the outstanding principal balance of the Existing Loan is$102,019,637.65 and the real estate tax and rollover reserve escrow accounts presently held by Existing Lender (the “Reserve and Escrow Accounts”) are in the aggregate amount of $4,257,410.35.

7.2 Limitation of Sellers’ Representations. The representations and warranties of Sellers contained in Section 7.1are made as of the Effective Date. Prior to the date of the Closing, Sellers shall notify Buyer of any modifications to such representations thatare required to make such representations true in all material respects, including any modifications arising from actions taken in compliancewith Section 14. If any representation of Sellers herein, although true as of the Effective Date, is no longer true at the Closing as a result of amatter, event or circumstance beyond Sellers’ reasonable control, Buyer may not consider same as an event of default hereunder; but rather,in such case, Buyer may, at Buyer’s option and as Buyer’s sole and exclusive remedy, terminate this Agreement and have the Depositrefunded by Escrow Agent, whereupon the parties hereto shall have no further rights, obligations or liabilities with respect to each otherhereunder, except for the any rights and obligations that expressly survive herein. The representations and warranties set forth in Section 7.1and in Sellers’ Documents shall survive the Closing to the date (the “Representation Termination Date”) occurring six (6) months after the date of the Closing, at which time such representations and warranties shall terminate and be of no further force or effect, except for anyclaims made prior to the Representation Termination Date as hereinafter set forth; provided, however, that the representations and warrantiesset forth in Section 7.1.1 through 7.1.3 shall survive the Closing for a period of one (1) year after the Closing Date. All other representationsand warranties made by Sellers in this Agreement, unless expressly provided otherwise, shall not survive the Closing. In order to make aclaim for damages based on the inaccuracy of any of the representations or warranties of Sellers contained in Section 7.1 or in Sellers’ Documents, promptly after discovery of any such inaccuracy (but in any event prior to the Representation Termination Date), Buyer shallnotify Sellers in writing (a “Misrepresentation Notice”) that

13

Buyer has discovered the existence of an inaccuracy in a warranty or representation (such Misrepresentation Notice to describe the inaccuracyin reasonable detail). Thereupon, the claim set forth in such Misrepresentation Notice shall continue to survive until final resolution orsettlement thereof. No post-Closing claim for breach of any representation or warranty of Sellers shall be actionable or payable if the breachin question results from or is based on a condition, state of facts or other matter that was known to Buyer prior to the Closing (from whateversource as a result of Buyer’s due diligence tests, investigations and inspections of the Property, or otherwise disclosed in the ReviewMaterials or other reports or studies obtained by Buyer, or from a disclosure by Sellers or Sellers’ agents and employees). Where representations and warranties are made in this Agreement to “Sellers’ knowledge,” such phrase shall mean and be limited to the currentactual knowledge of Philip L. Kianka, the Executive Vice President of each of Sellers and Dennis Keyes, a Vice President of each of Sellers,such individuals having responsibility for oversight of the management, leasing and operation of the Property (collectively, “Sellers’ Representatives”); provided, however, that neither Philip L. Kianka or Dennis Keyes shall have any personal liability in connection with, orarising out of, any representation made by Sellers in this Agreement. For purposes of the representations and warranties made by Sellers inthis Agreement and/or Sellers’ Documents, (1) “Sellers’ knowledge” shall not include that of any independent contractor hired by Sellers and(2) notices received by any independent contractor hired by Sellers and not delivered by such contractor to Sellers shall not be deemed to havebeen received by Sellers. Furthermore, Sellers’ knowledge shall not include any implied, imputed or constructive knowledge of Sellers’ Representatives (or either of them) and shall not constitute any representation that Sellers’ Representatives have made or are obligated to make any independent investigation or have any implied duty to investigate any matters relating to this Agreement.

7.3 Representations and Warranties of Buyer. Buyer makes the following representations and warranties toSellers, which representations and warranties shall be true and correct in all material respects on the date of the Closing:

7.3.1 Each of Investor IV and Investor V is a limited liability company duly organized, validly existingand in good standing under the laws of the State of Delaware.

7.3.2 The execution, delivery and performance of this Agreement and all other documents, instrumentsand agreements now or hereafter to be executed and delivered by Buyer pursuant to this Agreement are within the power of Buyer and havebeen duly authorized by all necessary or proper limited liability company action. This Agreement and the closing documents to be executedand delivered by Buyer is a legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, subject to theeffect of applicable bankruptcy, insolvency, reorganization, arrangement, moratorium or other similar laws affecting the rights of creditorsgenerally. Buyer has not filed or been the subject of any filing of a petition under any federal or state bankruptcy or insolvency laws or for thereorganization of debtors.

7.3.3 Buyer and, to Buyer's actual knowledge, each person or entity owning an interest in Buyer is (1)not currently identified on the Specially Designated Nationals and Blocked Persons List maintained by the Office of Foreign Assets Control,Department of the Treasury and/or on any other similar list, (ii) not a person or entity with whom a citizen of the United States is prohibited toengage in transactions by any trade embargo, economic sanction,

14

or other prohibition of United States law, regulation, or Executive Order of the President of the United States, and (iii) not an “Embargoed Person.” None of the funds or other assets of Buyer constitute property of, or are beneficially owned, directly or indirectly, by any EmbargoedPerson, and no Embargoed Person has any interest of any nature whatsoever in Buyer (whether directly or indirectly). The term “Embargoed Person” means any person, entity or government subject to trade restrictions under U.S. Law, including but not limited to, the InternationalEmergency Economic Powers Act, 50 U.S.C. § 1701 et seq., The Trading With The Enemy Act, 50 U.S.C. App. 1 et seq., and any Executive Orders or regulations promulgated thereunder.

The representations and warranties of Buyer contained in this Section 7.3 shall survive the Closing to the Representation Termination Date, atwhich time such representations and warranties shall terminate and be of no further force or effect, except for any claims made prior to theRepresentation Termination Date, in the manner set forth in Section 7.2.

8. Conditions to Closing.

8.1 Buyer’s Condition. Buyer’s obligation to close the transaction contemplated by this Agreement issubject to the satisfaction, at or prior to the Closing, of the following conditions precedent, which Buyer may waive in writing.

8.1.1 Tenant Estoppel Certificates. The following condition is hereinafter referred to as the “Tenant Estoppel Condition”. That Sellers shall have obtained and delivered to Buyer an executed tenant estoppel certificate (individually, a “Tenant Estoppel Certificate” and collectively, the “Tenant Estoppel Certificates”) from each of Lord Abbett & Co. LLC and Charles Komar &Sons, Inc. Each Tenant Estoppel Certificate shall be (i) in substantially the same form as is provided under the applicable lease or, if no suchform is provided, in substantially the form attached hereto as Exhibit G and (ii) dated no earlier than thirty (30) days prior to the ClosingDate. Any qualification of any assertion in a Tenant Estoppel Certificate regarding the status of the performance of any of landlord’s obligations under the applicable lease that such assertion is made “to Tenant’s knowledge” or similar qualification made by the tenant shall be acceptable. Buyer shall have three (3) Business Days after receipt of an executed Tenant Estoppel Certificate to advise Sellers in writing ofany objections thereto and, if Buyer fails to notify Sellers of any such objections, then such Tenant Estoppel Certificate shall be deemedapproved by Buyer. Sellers shall have no obligation to make any payment or to institute any action or proceeding in order to obtain the TenantEstoppel Certificates.

8.1.2 Failure of Tenant Estoppel Condition. If the Tenant Estoppel Condition is not satisfied or waivedby Buyer on or prior to the date that is ninety (90) days from the Effective Date of this Agreement (the "Estoppel Period"), then Buyer or Sellers may postpone the date of the Closing for up to thirty (30) days in order to obtain the Tenant Estoppel Certificates by written notice ofpostponement given to the other party at least two (2) Business Days prior to the expiration of the Estoppel Period. Furthermore, if the TenantEstoppel Condition is not satisfied or waived by Buyer on or prior to the last day of the Estoppel Period, as it may be extended pursuant to thepreceding sentence, Buyer may terminate this Agreement, in which event the Deposit, including all interest earned thereon, shall be promptlyreturned to Buyer and the parties shall be released from all further obligations and liabilities hereunder,

15

except with respect to the covenants and indemnities set forth in Sections 4, 6.1, 6.3, 13, and 19.14 (collectively, the “Surviving Obligations”).

8.1.3 70 Hudson Property Closing. The "Closing" as such term is defined in the 70 Hudson PSA shallhave already occurred (the "70 Hudson Closing"). It is understood, however, that the 70 Hudson Closing shall not occur before January 13,2016.

8.2 Joint Conditions. The obligation of Sellers and Buyer, respectively, to close the transaction contemplated by thisAgreement is subject to the satisfaction, at or prior to the Closing, of the following conditions precedent (the “Joint Conditions”).

8.2.1 Financial Agreement. The following condition is hereinafter referred to as the Financial Agreement Condition. That the City has approved and consented to the assignment of the Financial Agreement by RT Urban to the BuyerTax Exemption Entity and the assumption by the Buyer Tax Exemption Entity of RT Urban’s obligations under the Financial Agreement (the “City's Consent"). Promptly after the Effective Date of this Agreement, Sellers and Buyer shall make application jointly to the Cityrequesting such approval and consent (the “Financial Agreement Application”). If required by the City, the Financial AgreementApplication also shall include any application for a new or amended tax abatement. Sellers and Buyer acknowledge that any lease/subleasestructure required of Buyer in order for the Buyer Tax Exemption Entity to qualify for continuing benefits under the Financial Agreementshall be the sole responsibility of Buyer except that Sellers shall convey their existing leasehold interests, as landlord and tenant, as necessaryfor Buyer and the Buyer Tax Exemption Entity to maintain a qualifying structure. Within thirty (30) days from the Effective Date, Buyer shallprovide Sellers with copies of any and all other applications and documentation required of Buyer and the Buyer Tax Exemption Entity inorder to make application to the City. The Buyer Tax Exemption Entity shall be an urban renewal company formed and qualified to dobusiness under the provisions of the Long Term Tax Exemption Law of 1992, as amended and supplemented, N.J.S.A.-40A:20-1 et seq. (the "LTTE Law") and shall be an Affiliate of Buyer and shall otherwise possess all other qualifications in order to be approved by the City as theassignee of Urban under the Financial Agreement. Buyer and Sellers each shall, to the extent practicable, be entitled to have a representativepresent in connection with all communications between the other and the City in regard to the transfer of the Financial Agreement, whether inperson or by telephonic or electronic means and each shall, to the extent practicable, provide at least twenty-four (24) hours prior notice (which notice may be telephonic, e-mail or fax) to the other of any such proposed communications. Each of Buyer and/or the Buyer TaxExemption Entity and Sellers shall be responsible for all aspects of the filing of the Financial Agreement Application applicable to it,including all disclosure requirements that may apply to Buyer and the Buyer Tax Exemption Entity, if any. If this Agreement is terminated,then, at Seller’s option, Buyer either shall (A) formally withdraw the Financial Agreement Application (the “Withdrawal Request”) or (B) assign all of its right, title and interest in the Financial Agreement Application to a designee of Sellers. Notwithstanding anything herein to thecontrary, the Financial Agreement Condition shall be deemed to have been satisfied if the City Consent of the transfer of the FinancialAgreement to Buyer is substantially in the same form and substance as the City consent that was granted in connection with the assignment ofthe Financial Agreement to RT Urban. Sellers and Buyer agree to share equally (50/50) the payment of the administrative or transfer feecharged by the City for the City’s Consent. Seller shall be

16

responsible for making all payments to the City required under Section 8.3 of the Financial Agreement in connection with the assignment ofthe Financial Agreement to Buyer.

8.2.2 Consent and Release by Existing Lender. That Existing Lender has agreed in writing to (i) consentto the conveyance and transfer of the Property to Buyer, subject to the Existing Loan Documents, (ii) approve the assumption by Buyer andits guarantor of the obligations of RT Hudson and Guarantor under the Existing Loan Documents and (iii) release RT Hudson and Guarantorfrom liability under the Existing Loan Documents with respect to matters first arising or accruing after the Closing Date (the foregoing items(i), (ii) and (iii) being hereinafter collectively referred to as the “Loan Assumption Condition”). Within three (3) Business Days following the Effective Date, RT Hudson shall request a loan assumption application form from Existing Lender. Buyer agrees to submit a fully-completed loan assumption application along with any required loan application fees, loan servicing and processing fees and deposits toExisting Lender within five (5) Business Days after receipt of Existing Lender’s loan assumption application form, and Buyer shall thereafteruse good faith and diligent efforts to satisfy the Loan Assumption Condition. In connection with the foregoing, Buyer agrees (x) to reasonablycooperate with Existing Lender’s customary requests for delivery of information, (y) to enter into loan assumption documents in form andcontent customarily required of similarly situated buyers in similar transactions but in any event consistent with the terms of the ExistingLoan Documents, and (z) to comply with any other commercially reasonable requirements and conditions of Existing Lender consistent withthe terms of the Existing Loan Documents. Buyer acknowledges that the documents by which RT Hudson and Guarantor assumed theExisting Loan Documents are commercially reasonable. Buyer agrees to provide such opinions as may be customarily required by ExistingLender consistent with the Existing Loan Documents. In addition, Buyer acknowledges and agrees that (A) Buyer or its permitted assigneemay be required to constitute a new single purpose entity to satisfy Existing Lender’s special purpose entity requirements and Buyer will takesuch reasonable action in connection therewith so as to not delay the Existing Loan assumption process, and (B) any requirements of ExistingLender that Buyer continue to escrow or deposit of real estate taxes, tenant inducement and improvement costs, deferred maintenance or anyother reserves or impounds provided for under the Existing Loan Documents shall not be deemed a material modification of the ExistingLoan. Buyer acknowledges that the economic terms of the Existing Loan shall not be modified in connection with the satisfaction of the LoanAssumption Condition and that Buyer’s obligation to perform under this Agreement shall not be conditioned upon Existing Lender providingany modifications to the economic terms of the Existing Loan. Buyer agrees to pay any commercially reasonable loan assumption fee requiredby Existing Lender as a requirement for satisfying the Loan Assumption Condition, as well as all other costs and expenses of Existing Lenderrelated to the assumption of the Existing Loan, including without limitation, all reasonable attorneys’ fees, title costs, appraisals fees, processing fees, filing fees, mortgage taxes, and title insurance policy or endorsement premiums and other actual third party costs incurred byExisting Lender in connection with Buyer’s application for assumption of the Existing Loan, which obligation shall survive the Closing or thesooner termination of this Agreement. Buyer further agrees that SSC IV, L.P., a Delaware limited partnership (“Buyer’s Guarantor”), shall be submitted to Existing Lender as a substitute and replacement guarantor/indemnitor to replace Guarantor under the Existing LoanDocuments. Buyer represents and warrants to Sellers that Buyer’s Guarantor has a net worth of at least $100,000,000.00 as of the EffectiveDate and will have a net worth of at least $100,000,000.00 on the Closing Date.

17

Nothing herein shall obligate Buyer to agree to any material adverse modification of the terms of the Existing Loan Documents in order tosatisfy the Loan Assumption Condition. Seller shall reasonably cooperate with Buyer in applying for and satisfying the Loan AssumptionCondition, including delivery of any notices or requests required to be submitted in connection therewith or reasonably requested by Buyer orExisting Lender and shall use good faith and diligent efforts to assist Buyer in satisfying the Loan Assumption Condition.

8.2.3 Failure of Joint Conditions. If any one or more of the Joint Conditions is not satisfied within ninety(90) days from the Effective Date of this Agreement (the “Consent Period”), Buyer or Sellers may extend the Consent Period for up to thirty(30) days in order to satisfy the Joint Conditions by written notice of postponement given to the other party at least two (2) Business Daysprior to the expiration of the Consent Period. Furthermore, if the Joint Conditions are not satisfied on or prior to the expiration of the ConsentPeriod, as it may be extended pursuant to the preceding sentence, either Buyer or Sellers may terminate this Agreement in which event theDeposit, including all interest earned thereon, shall be promptly returned to Buyer and the parties shall be released from all further obligationsand liabilities hereunder, except with respect to the Surviving Obligations and the Withdrawal Request. Notwithstanding anything herein tothe contrary, if any Joint Condition has not been satisfied as a result of a party’s breach of its obligations under Section 8.2, then the non-breaching party shall be entitled to exercise its rights and remedies under Section 15.

9. Closing.

9.1 Time and Place. The closing contemplated by this Agreement (the “Closing”) shall take place on the date ("Closing Date") (A) that is five (5) Business Days after the later to occur of (i) the satisfaction of the Tenant Estoppel Condition and theJoint Conditions, and (ii) satisfaction of the Bulk Sales notice condition in Section 20 below and (B) on which the 70 Hudson Closing occursor, as soon as possible thereafter subject to clause (A) of this sentence. The Closing shall be conducted through an escrow with Escrow Agent.If the Closing Date is not a Business Day, the Closing shall be held on the next ensuing Business Day. Time is of the essence with respect tothe Closing. For the purposes of clarification, if the 70 Hudson Closing has not already occurred or the 70 Hudson PSA has been terminatedfor any reason whatsoever, then this Agreement shall automatically terminate, and, provided the termination of the 70 Hudson PSA was notsolely the result of the breach of the Buyer thereunder, then the Deposit, including all interest earned thereon, shall be promptly returned toBuyer and the parties shall be released from all further obligations and liabilities hereunder, except with respect to the Surviving Obligationsand the Withdrawal Request.

9.2 Sellers’ Closing Documentation and Requirements. At the Closing, Sellers shall deliver the following toBuyer:

9.2.1 bargain and sale deed, with covenants against grantor's acts, duly executed and acknowledged,conveying to Buyer fee simple title to the Property, subject to the Permitted Exceptions in the form attached hereto as Exhibit N;

9.2.2 a bill of sale, duly executed and acknowledged, transferring to Buyer all of the Personal Property inthe form attached hereto as Exhibit H;

18

9.2.3 a lease assignment and assumption, duly executed and acknowledged, transferring to Buyer thelandlord’s interest under the Occupancy Leases and the Additional Occupancy Leases (if any), in the form attached hereto as Exhibit I (the “Assignment of Occupancy Leases”);

9.2.4 a lease assignment and assumption, duly executed and acknowledged, transferring to Buyer thelandlord’s interest under the Land Lease, in the form attached hereto as Exhibit J (the “Landlord’s Land Lease Assignment”);

9.2.5 a lease assignment and assumption, duly executed and acknowledged, transferring to Buyer thetenant’s interest under the Building Lease, in the form attached hereto as Exhibit K (the “Tenant’s Building Lease Assignment”);

9.2.6 a lease assignment and assumption, duly executed and acknowledged, transferring to Buyer’s Tax Exemption Entity, the tenant’s interest under the Land Lease, in the form attached hereto as Exhibit L (the “Tenant’s Land Lease Assignment”);

9.2.7 a lease assignment and assumption, duly executed and acknowledged, transferring to Buyer’s Tax Exemption Entity, the landlord’s interest under the Building Lease, in the form attached hereto as Exhibit M (the “Landlord’s Building Lease Assignment”);

9.2.8 an assignment and assumption, duly executed and acknowledged, transferring to Tax ExemptionEntity, RT Urban’s interest under the Financial Agreement, in the form attached hereto as Exhibit N (the “Financial Agreement Assignment”);

9.2.9 an affidavit of Sellers stating, under penalty of perjury, its United States taxpayer identificationnumber and that it is not a “foreign person” as defined in Section 1445(f)(3) of the Code, and otherwise in the form prescribed by the InternalRevenue Service;

9.2.10 executed originals or certified copies of the Occupancy Leases, the Additional Occupancy Leases(if any), the Land Lease, the Building Lease, the Financial Agreement and the Service Contracts;

9.2.11 a written notice, executed by Sellers and addressed to the tenants under the Occupancy Leases andthe Additional Occupancy Leases (if any) indicating that the Property has been sold to Buyer and that any security deposit under theOccupancy Leases and the Additional Occupancy Leases (if any) has been transferred to Buyer;

9.2.12 the Tenant Estoppel Certificates obtained by Sellers pursuant to Section 8.1.1;

9.2.13 an assignment and assumption of the Service Contracts, duly executed and acknowledged,assigning and transferring to Buyer all right, title and interest of Sellers in and to, and all post-closing obligations of the owner of the Property under, the Service Contracts (excluding any Service Contracts terminated prior to Closing), in the form attached hereto as Exhibit O (the “Assignment of Service Contracts”);

19

9.2.14 all documents required of RT Hudson and Guarantor by Existing Lender in connection with thesatisfaction of the Loan Assumption Condition.

9.2.15 all good standing certificates and other governmental certificates (if any) required of Sellers underthe Title Commitment;

9.2.16 a written notice to Escrow Agent pursuant to Section 3.1 of the Escrow Agreement; and

9.2.17 an estoppel certificate from the property owners’ association under the Declaration of Covenants and Restrictions for Colgate Center (such Declaration, as amended, the “Declaration”), dated within thirty (30) days of the Closing Date,certifying that: (i) no fees or assessments levied against the Property pursuant to the Declaration are unpaid, (ii) to the knowledge of thecertifying party, the Property is not in violation of the Declaration and (iii) the Declaration is in full force and effect. If Sellers are unable toobtain the foregoing estoppel, then Sellers shall execute and deliver to Buyer a substitute certificate, certifying to the matters described inclauses (i)-(iii) of this Section 9.2.17 (such certificate, a “Sellers Declaration Estoppel”). The Sellers Declaration Estoppel shall survive the Closing for one (1) year, and any liability of the Sellers thereunder shall be subject to the limitations and other conditions contained in Section18 below. The Sellers Declaration Estoppel delivered to Buyer hereunder shall be deemed revoked, null and void, if Sellers subsequentlyreceive, and deliver to Buyer, the estoppel certificate executed by the property owners’ association as described above in this Section 9.2.17;

9.2.18 with respect to the letters of credit listed in Exhibit D hereto

9.2.19 (the “Letters of Credit”), deliver to Buyer the Letters of Credit together with an assignment ofthe Letters of Credit and such other instruments as the issuer(s) of the Letters of Credit shall reasonably require;

9.2.20 such other documents and instruments as Buyer or the Title Company may reasonably request, oras may be required by law, in order to consummate the transaction contemplated hereby.

9.3 Buyer’s Closing Documentation and Requirements. At the Closing, Buyer shall pay the Closing Payment inaccordance with the provisions of this Agreement and shall deliver the following to Sellers:

9.3.1 the Assignment of Occupancy Leases, the Landlord’s Land Lease Assignment, the Tenant’s Building Lease Assignment, the Tenant’s Land Lease Assignment, the Landlord’s Building Lease Assignment, the Financial AgreementAssignment and the Assignment of Service Contracts, each duly executed and acknowledged by Buyer or Buyer’s Tax Exemption Entity, as applicable;

9.3.2 all documents required of Buyer and its guarantor by Existing Lender in connection with thesatisfaction of the Loan Assumption Condition.

9.3.3 all good standing certificates and other governmental certificates (if any) required of Buyer and theBuyer Tax Exemption Entity under the Title Commitment;

20

9.3.4 a written notice to Escrow Agent pursuant to Section 3.1 of the Escrow Agreement; and

9.3.5 such other documents and instruments as Sellers may reasonably request in order to consummatethe transaction contemplated hereby.

9.4 Form. All documents and instruments required hereby shall be in form and substance reasonably acceptableto Sellers and Buyer.

9.5 Possession. At the Closing, Seller shall transfer possession of the Property to Buyer on the Closing Date inthe condition required under this Agreement. Seller shall, upon Closing, deliver to Buyer the originals (if Seller has the originals, otherwisecopies) of all consents, authorizations, variances, licenses, permits and certificates of occupancy, if any, issued by any governmental authoritywith respect to the Property, all intangible personal property in written form, if any, all warranties and guarantees, the Lease files, anyPersonal Property not located at the Property, the books and records relating to the Property and the Leases (excluding Seller's internal books,memoranda and other analyses with respect to the Property or the Leases) and any other plans and specifications, certificates, licenses andapprovals relating to the Property in the possession or control of Seller, which shall become the property of Buyer upon Closing.

10. Adjustments and Prorations. Not less than three (3) Business Days prior to the Closing, Sellers shall determine theamounts of the prorations in accordance with this Agreement and notify Buyer thereof. Buyer shall review and, as long as Sellers’ proposed prorations are consistent with the terms of this Agreement, promptly approve such determinations prior to the Closing. Thereafter, Buyer andSellers shall inform Escrow Agent of such amounts. The following items in this Section 10 shall be adjusted and prorated between Sellers andBuyer as of the day of Closing, based upon the actual number of days in the applicable month or year:

(a) Taxes. All real estate taxes, assessments and governmental charges, payments in lieu of taxes (including, without limitation,annual service charges, land taxes, administrative fees and other consideration under the terms of the Financial Agreement) or assessmentsimposed by any governmental authority (“Taxes”) for the year in which the Closing occurs shall be prorated between Buyer and Sellers withrespect to the Property as of the Closing on the basis of the fiscal year assessed. If the Closing occurs prior to the receipt by Sellers of the taxbill for the Property for applicable tax period in which the Closing occurs, Taxes with respect to the Property shall be prorated for suchcalendar year or other applicable tax period based upon the prior year’s tax bill. Notwithstanding the foregoing, Taxes shall not be proratedwith respect to the Property to the extent that any tenant under the Occupancy Leases or the Additional Occupancy Leases is obligated to paythe full amount of the Taxes directly to the applicable taxing authority and the Occupancy Tenant is current with respect to such payments.Sellers, not Buyer, shall be responsible for any supplemental taxes or omitted assessments relating to the period prior to the Closing Date,regardless of when such supplemental taxes or omitted assessments are actually assessed, and Sellers shall promptly pay such amounts so asto avoid any enforcement by the applicable governmental authorities for payment; provided, however, that if in connection with obtaining theCity’s consent or otherwise, the City shall issue a writing indicating that it does not believe that any supplemental taxes or omittedassessments are or will

21

become due for the period prior to the Closing Date, then Seller’s liability under this sentence shall be subject to the limitation on liability setforth in Section 18. The obligations set forth in this Section 10(a) shall survive the Closing for a period of one (1) year after the Closing Date.

(b) Reproration of Taxes. Within thirty (30) days after receipt of final bills for Taxes, the party receiving said final tax billsshall furnish copies of the same to the other party and shall prepare and present to such other party a calculation of the reproration of suchTaxes based upon the actual amount of such Taxes for the year on the basis of the fiscal year assessed. The parties shall make the appropriateadjusting payment between them within thirty (30) days after presentment to Sellers of Buyer’s calculation and appropriate back-up information. The provisions of this Section 10(b) shall survive the Closing for a period of one (1) year after the Closing Date.

(c) Rents, Income and Other Expenses. Rents and any other amounts paid to Sellers by tenants under the Occupancy Leases andthe Additional Occupancy Leases shall be prorated as of 11:59 P.M. on the day preceding the Closing Date and be adjusted against thePurchase Price on the basis of a schedule which shall be prepared by Sellers and delivered to Buyer for Buyer’s review and approval prior to Closing. Sellers and Buyer shall prorate all rents, additional rent, common area maintenance charges, operating expense contributions, tenantreimbursements and escalations, and all other payments under the Occupancy Leases and the Additional Occupancy Leases (if any) receivedas of the Closing Date so that, at Closing, Sellers will receive monthly basic rent payments through the day prior to the Closing Date andSellers will receive reimbursement for all expenses paid by Sellers through the day prior to the Closing Date (including, without limitation,Taxes, unless full taxes are paid by any tenant under the Occupancy Leases or the Additional Occupancy Leases (if any) directly to theapplicable taxing authority) (such expenses shall be reasonably estimated if not ascertainable as the Closing Date and then shall be re-adjusted as provided in (e) below when actual amounts are determined) to the extent received or paid, as applicable, as of the Closing Date. Buyeragrees to pay to Sellers, upon receipt, any rents or other payments made by any tenant under the Occupancy Leases or the AdditionalOccupancy Leases (if any) that apply to periods prior to Closing but which are received by Buyer after Closing and Sellers agree to pay toBuyer, upon receipt, any rents or other payments made by any tenant under the Occupancy Leases or the Additional Occupancy Leases (ifany) that apply to periods on and after the Closing but which are received by Sellers after Closing; provided, however, that, in all cases, anyrents or other payments made by any tenant under the Occupancy Leases or the Additional Occupancy Leases (if any) received by Buyer orSellers after Closing shall be applied first to any amounts then due and owed to Buyer by the applicable tenant with the balance, if any, paidover to Sellers to the extent of delinquencies existing on the date of Closing. Buyer agrees to use commercially reasonable efforts, short ofthreatening or actually filing litigation or termination of the Occupancy Leases or the Additional Occupancy Leases (if any), to collect fromany tenant on behalf of Sellers any rents or other charges payable with respect to the Occupancy Leases and Additional Occupancy Leasesand Additional Occupancy Leases that are delinquent or past due as of the Closing Date. Upon collection of any such delinquent or past dueamounts, Buyer shall promptly remit the same to Sellers. Buyer will keep Sellers reasonably apprised of the progress of any such collectionefforts by Buyer on behalf of Sellers. The provisions of this Section 10(c) shall survive the Closing.

22

(d) Tenant Inducement Costs. Except as otherwise set forth herein, (i) Sellers shall pay all Tenant Inducement Costs payableunder the Occupancy Leases and attributable to periods prior to the Effective Date, and (ii) if such amounts have not been paid in full on orbefore Closing, Buyer shall receive a credit against the Purchase Price in the aggregate amount of all such Tenant Inducement Costsremaining unpaid at Closing, including, without limitation, the approximately $16,166,081 in inducements under the Charles Komar & Sons,Inc. Occupancy Lease, and Buyer shall assume the obligation to pay amounts after Closing. Buyer shall be responsible for the payment of allTenant Inducement Costs (i) as a result of any renewals or extensions or expansions of the Occupancy Leases entered into after the EffectiveDate hereof in accordance with Section 14 and (ii) under any Additional Occupancy Leases approved or deemed approved by Buyer inaccordance with Section 14. The provisions of this Section 10(d) shall survive the Closing.

(e) Operating Expenses; Year End Reconciliation. Installment payments of special assessment liens, vault charges, sewercharges, utility charges, and normally prorated operating expenses actually paid or payable by Sellers as of the Closing Date shall be proratedas of the Closing Date and adjusted against the Purchase Price, provided that within ninety (90) days after the Closing, Buyer and Sellers willmake a further adjustment for such expenses which may have accrued or been incurred prior to the Closing Date, but which were not paid asof the Closing Date. In addition, within ninety (90) days after the close of the fiscal year used in calculating the pass-through to any tenant of operating expenses and/or common area maintenance costs under the Occupancy Leases or the Additional Occupancy Leases (if any) (wheresuch fiscal year includes the Closing Date), Sellers and Buyer shall re-prorate on a fair and equitable basis all rents and income proratedpursuant to this Section 10 as well as all expenses prorated pursuant to this Section 10. The provisions of this Section 10(e) shall survive the Closing.

(f) Reserve and Escrow Accounts; Accrued Interest. If the Reserve and Escrow Accounts are to be transferred to Buyer uponClosing, the Purchase Price shall be adjusted by crediting Sellers and charging Buyer with the balance of the Reserve and Escrow Accounts asof the Closing Date. In addition, accrued but unpaid interest under the Existing Loan shall be prorated as of the Closing Date, with Buyerbeing liable for interest accruing on the Closing Date.

(g) Additional Adjustments. The following adjustments to the Purchase Price shall be made between the parties at the Closing:(a) Buyer shall be credited and Sellers charged with cash security deposits or advance rentals made under the Occupancy Leases and theAdditional Occupancy Leases, and (b) Sellers shall be credited and Buyer charged with transferable deposits under the Service Contracts.

(h) Code Credit. Buyer shall be credited, and Sellers charged, with the Code Credit, if applicable.

(i) Colgate Center. Any assessments or other charges imposed against the Property pursuant to the Declaration of Covenantsand Restrictions for the Colgate Center shall be prorated between Buyer and Sellers as of the Closing on the basis of the fiscal period relatingthereto.

23

11. Expenses.

11.1 Expenses. Buyer shall pay (a) the premium for the Title Policy and the cost of all endorsements and anyextended coverage obtained by Buyer thereunder; (b) the cost of the New Survey; (c) one-half (1/2) of all escrow fees and expenses charged by Escrow Agent; (d) all recording fees on any document recorded pursuant to this Agreement; (e) the realty transfer fee/mansion tax imposedby N.J.S.A. 46:15-7.2, if any, due from purchasers pursuant to Form RTF-IEE (Affidavit of Consideration for Use By Buyer); (f) one-half (1/2) of the administrative or transfer fee charged by the City in connection with the assignment of the Financial Agreement to Buyer; and (g)except as set forth herein, all other costs incidental to the Closing. Sellers shall pay (a) all state and county transfer taxes with respect to thetransaction contemplated hereby, including, without limitation, those imposed pursuant to N.J.S.A. 46:15-7 and 7.1; (b) one-half (1/2) of the administrative or transfer fee charged by the City in connection with the assignment of the Financial Agreement to Buyer; (c) one-half (1/2) of all escrow fees and expenses charged by the Escrow Agent; (d) if required, all payments to the City under Section 8.3 of the FinancialAgreement; and (e) if Sellers exercise the Prepayment Option (defined in Section 21 below), all recording charges in connection with therelease of any mortgages encumbering the Property.

11.2 Attorney’s Fees. Each party shall pay its own attorney’s fees and all of its other expenses, except as otherwise expressly set forth herein.

12. Risk of Loss; Casualty and Eminent Domain.

12.1 Casualty. If, prior to the Closing, the Property is damaged by fire, vandalism, acts of God or other casualtyor cause, Sellers shall promptly give Buyer notice of any such damage (the “Damage Notice”), together with Sellers’ estimate of the cost and period of repair and restoration. In any such event: (a) in the case of damage to the Property of less than Two Million and No/100 Dollars($2,000,000.00) and from a risk covered by insurance maintained with respect to the Property, Buyer shall take the Property at the Closing asit is together with any applicable insurance proceeds or the right to receive the same; or (b) in the case of either (i) damage to the Property ofTwo Million and No/100 Dollars ($2,000,000.00) or more or (ii) damage to the Property from a risk not covered by insurance, Buyer shallhave the option of (x) taking the Property at the Closing in accordance with item (a) above or (y) terminating this Agreement. If, pursuant tothe preceding sentence, Buyer is either obligated or elects to take the Property as it is together with any applicable insurance proceeds or theright to receive the same, (A) Sellers agrees to cooperate with Buyer in any loss adjustment negotiations, legal actions and agreements withthe insurance company, and to assign to Buyer at the Closing its rights to any such insurance proceeds with respect to such claim and will notsettle any insurance claims or legal actions relating thereto without Buyer’s prior written consent, which consent shall not be unreasonablywithheld or delayed; and (B) an amount equal to any deductible from the insurance proceeds shall be credited against the Closing Payment.

12.2 Eminent Domain. If, prior to the Closing, all or substantially all of the Property is taken by eminentdomain, this Agreement shall be terminated without further act or instrument. If a material part of the Property is so taken, Buyer shall havethe option, by written notice given to Sellers within fifteen (15) days after receiving notice of such taking, to terminate

24

this Agreement. If Buyer does not elect to terminate this Agreement, it shall remain in full force and effect and Seller shall assign, transfer andset over to Buyer at the Closing all of Sellers’ right, title and interest in and to any awards that may be made for such taking. Notwithstandinganything to the contrary contained herein, if less than a material part of the Property is so taken, Buyer shall proceed with the Closing and takethe Property as affected by such taking, together with all awards or the right to receive same. For the purposes of this Section, a part of theProperty shall be deemed “material” if it (i) includes any of the buildings or structures at the Property or (ii) otherwise (on a permanent basis)materially restricts ingress and egress to and from the Property.

12.3 Termination. If, prior to the Closing, this Agreement is terminated pursuant to this Section, the Deposit,including all interest earned thereon, shall be promptly returned to Buyer and the parties hereto shall be released from all further obligationsand liabilities hereunder, except with respect to the Surviving Obligations.

13. Broker. Buyer and Sellers represent and warrant to each other that neither they nor their affiliates have dealt withany broker, finder or the like in connection with the transaction contemplated by this Agreement other than Cushman & Wakefield of NewJersey, Inc. (the “Broker”). At the Closing, Sellers shall pay a commission to the Broker pursuant to a separate agreement. Buyer and Sellerseach agrees to indemnify, defend and hold the other harmless from and against all loss, expense (including reasonable attorneys’ fees and court costs), damage and liability resulting from the claims of any other broker or finder (including anyone claiming to be a broker or finder)on account of any services claimed to have been rendered to the indemnifying party in connection with the transaction contemplated by thisAgreement. The provisions of this Section shall survive the Closing or the earlier termination of this Agreement.

14. Management of the Property. Between the Effective Date of this Agreement and the Closing Date: (i) Sellers shallcause the Property to be operated, maintained and managed in a manner consistent with the present management of the Property; (ii) Sellersshall not enter into or amend any contract or agreement (except for renewals of expiring Service Contracts that are terminable without costupon prior notice of thirty (30) days or less) that would remain binding on the owner of the Property after the Closing without the priorwritten consent of Buyer, which consent shall not be unreasonably withheld or delayed; provided that no consent shall be required for anycontract that is terminable without cost upon prior notice of thirty (30) days or less; provided further, however, that Buyer may withhold itsconsent in its sole and absolute discretion to any new contract or agreement or amendment thereto that would remain binding on the owner ofthe Property after the Closing; and (iii) Sellers shall not enter into any Additional Occupancy Leases or any renewals, amendments orexpansions of the Occupancy Leases without the prior written consent of Buyer, which consent Buyer may withhold in its sole and absolutediscretion and which consent shall be deemed to have been withheld if Buyer fails to disapprove any renewal, amendment or expansion of anyOccupancy Lease or any Additional Occupancy Lease submitted to it by Sellers during such time period within five (5) Business Days afterBuyer’s receipt thereof. On or prior to the Closing, Seller shall give notices to cancel each of the Service Contracts listed in a written noticedelivered to Seller by Buyer no later than two (2) Business Days prior to the Closing Date. Buyer acknowledges that some or all of theService Contracts in effect as of the Effective Date of this Agreement may require not less than thirty (30) days

25

advance notice of cancellation, and therefore, some or all of the requested Service Contracts may remain effective following the Closing Date,in which case: (i) Seller shall assign such Service Contracts to Buyer at Closing; and (ii) Buyer shall be responsible for all payments requiredto be made under such Service Contracts for the period from the Closing Date through and including the date on which such ServiceContracts terminate.

15. Defaults.

15.1 BY BUYER. IF, PRIOR TO THE CLOSING, BUYER IS IN MATERIAL DEFAULT WITH RESPECTTO, OR BREACHES OR FAILS TO PERFORM ONE OR MORE OF THE REPRESENTATIONS, COVENANTS, WARRANTIES OROTHER TERMS OF THIS AGREEMENT, AND SUCH DEFAULT, BREACH OR FAILURE IS NOT CURED OR REMEDIED WITHINFIVE (5) BUSINESS DAYS AFTER RECEIPT OF WRITTEN NOTICE THEREOF GIVEN BY SELLERS TO BUYER, SELLERS MAY,AS THEIR SOLE REMEDY, TERMINATE THIS AGREEMENT AND RECEIVE THE DEPOSIT AND ALL INTEREST EARNEDTHEREON FROM THE ESCROW AGENT, AS LIQUIDATED DAMAGES, IN WHICH EVENT THIS AGREEMENT SHALL BEDEEMED NULL AND VOID AND THE PARTIES SHALL BE RELEASED FROM ALL FURTHER OBLIGATIONS AND LIABILITIESUNDER THIS AGREEMENT, EXCEPT WITH RESPECT TO THE SURVIVING OBLIGATIONS AND THE WITHDRAWALREQUEST. IT IS RECOGNIZED BY SELLERS AND BUYER THAT THE DAMAGES SELLERS WILL SUSTAIN BY REASON OFBUYER’S DEFAULT, BREACH OR FAILURE WILL BE SUBSTANTIAL, BUT DIFFICULT, IF NOT IMPOSSIBLE, TO ASCERTAIN.THE DEPOSIT HAS BEEN DETERMINED BY THE PARTIES AS A REASONABLE SUM FOR DAMAGES.

15.2 BY SELLERS. IF, PRIOR TO THE CLOSING, IF ANY SELLER IS IN DEFAULT WITH RESPECT TO,OR BREACHES, OR FAILS TO PERFORM ONE OR MORE OF THE REPRESENTATIONS, COVENANTS, WARRANTIES OROTHER TERMS OF THIS AGREEMENT, AND SUCH DEFAULT, BREACH OR FAILURE IS NOT CURED OR REMEDIED WITHINFIVE (5) BUSINESS DAYS AFTER RECEIPT OF WRITTEN NOTICE THEREOF GIVEN BY BUYER TO SELLERS, BUYER MAYEITHER (A) TERMINATE THIS AGREEMENT, IN WHICH EVENT THE DEPOSIT AND ALL INTEREST EARNED THEREONSHALL BE RETURNED BY THE TITLE COMPANY TO BUYER AND THE PARTIES SHALL BE RELEASED FROM ALLFURTHER OBLIGATIONS AND LIABILITIES UNDER THIS AGREEMENT, EXCEPT WITH RESPECT TO THE SURVIVINGOBLIGATIONS, OR (B) COMMENCE WITHIN SIXTY (60) DAYS AFTER THE DATE THE CLOSING WAS TO HAVE OCCURREDAND DILIGENTLY PROSECUTE AN ACTION IN THE NATURE OF SPECIFIC PERFORMANCE. IF AN ACTION IN THE NATUREOF SPECIFIC PERFORMANCE IS NOT AN AVAILABLE REMEDY OR IF BUYER ELECTS TO COMMENCE SUCH ACTION ANDIS UNSUCCESSFUL, THEN THE DEPOSIT (INCLUDING ALL INTEREST AND INCOME) WILL BE RETURNED TO BUYER ANDTHE PARTIES RELEASED FROM THEIR OBLIGATIONS UNDER THIS AGREEMENT (EXCEPT THOSE THAT EXPRESSLYSURVIVE TERMINATION OF THIS AGREEMENT). THE REMEDIES SET FORTH ABOVE SHALL BE BUYER’S SOLE REMEDIES ARISING FROM A DEFAULT, BREACH OR FAILURE TO PERFORM BY SELLERS.

26

16. Notices. Any notice, demand, consent, authorization or other communication (collectively, a “Notice”) which either party is required or may desire to give to or make upon the other party pursuant to this Agreement shall be effective and valid only if inwriting, signed by the party giving such Notice, and delivered personally (upon an officer of the other party or to such individual as may benoted in the addresses stated below) to the other party or sent by a nationally recognized overnight courier or by registered or certified mail ofthe United States Postal Service, return receipt requested, and addressed to the other party as follows (or to such other address or person aseither party or person entitled to notice may by Notice to the other specify) or sent by email in PDF format to the email address below, readreceipt requested, and followed by a hard copy notice received by the second business day following the email notice (in which case noticeshall be deemed delivered upon receipt of confirmation of transmission of such email notice):

27

To Sellers: RT 90 Hudson, LLC and RT 90 Hudson Urban Renewal, LLCc/o Chambers Street Properties47 Hulfish Street, Suite 210Princeton, New Jersey 08542Attention: Legal DepartmentEmail: Legal@CSPREIT.com

and to:

Troutman Sanders LLP875 Third AvenueNew York, New York 10022Attention: Jeffrey H. Weitzman, Esq.Telephone: (212) 904-6077Email: jeffrey.weitzman@troutmansanders.com

To Buyer: c/o Spear Street Capital, LLCOne Market Plaza Spear Tower, Suite 4125San Francisco, California 94105Attention: Mr. Rajiv PatelTelephone:(415) 222-7422

Facsimile: (415) 856-0348Email: rpatel@spearstreetcapital.com

Unless otherwise specified, notices shall be deemed given when received, but if delivery is not accepted, on the earlier of the datedelivery is refused or the third day after the same is deposited with the United States Postal Service. Notices given by counsel to the Buyershall be deemed given by Buyer and notices given by counsel to the Sellers shall be deemed given by Sellers.

17. Assignment. This Agreement and all rights of Buyer arising hereunder shall not be assigned, sold, pledged orotherwise transferred by Buyer in whole or in part, without (i) the prior written consent of Existing Lender, in its sole discretion (provided theconsent of the Existing Lender shall not be required if Sellers have exercised the Prepayment Option (hereinafter defined)), and (ii) the priorwritten consent of Sellers, which consent shall not be unreasonably conditioned, withheld, or delayed. Sellers hereby give their consent to anassignment of this Agreement to an entity which is controlled, directly or indirectly, by Spear Street Capital, LLC. If Buyer assigns thisAgreement and all of its rights hereunder to an unrelated third party, as permitted herein, and such party, in connection with such Assignment,pays to the original Buyer hereunder or any of such Buyer's Affiliates, an assignment fee or other consideration in an amount equal to orgreater than two and one half percent (2.5%) of the gross Purchase Price, then at the Closing, Buyer shall pay to Seller one-half of the amount of such assignment fee or other consideration. Any assignment permitted or consented to hereunder

28

with a copy to:

Spear Street Capital, LLC450 Lexington Avenue, 39th FloorNew York, NY 10017Attention: Ms. Laura DunnTelephone: (212) 488-5511

Facsimile: (212) 488-5520Email: ldunn@spearstreetcapital.com

and with a copy to:

Coblentz Patch Duffy & Bass LLPOne Montgomery Street, 30th FloorSan Francisco, California 94104Attention: J. Gregg Miller, Esq.Telephone: (415) 772-5736

Facsimile: (415) 989-1663Email: gmiller@coblentzlaw.com

To Escrow Agent: First American Title Insurance CompanyNational Commercial Services666 Third AvenueNew York, New York 10017Attention: Jennifer PancieraTelephone: (212) 850-0653Email: JPanciera@firstam.com

shall be effected by a written assignment and assumption agreement between Buyer and its assignee (with a fully executed counterpart thereofto be delivered to Sellers at or prior to the Closing) and Buyer shall continue to remain liable hereunder jointly and severally with suchassignee.

18. Limitation of Liability. Notwithstanding anything to the contrary contained herein, after the Closing: (a) themaximum aggregate liability of Sellers, and the maximum aggregate amount which may be awarded to and collected by Buyer (including,without limitation, for any breach of any representation, warranty and/or covenant by any Seller or any indemnity of Buyer given by anySeller) under this Agreement or any documents executed pursuant hereto or in connection herewith (collectively, the “Other Documents”), shall under no circumstances whatsoever exceed Two Million and No/100 Dollars ($2,000,000.00); and (b) no claim by Buyer alleging abreach by any Seller of any representation, warranty and/or covenant of any Seller contained herein or in any of the Other Documents may bemade, and Sellers shall not be liable for any judgment in any action based upon any such claim, unless and until such claim, either alone ortogether with any other claims by Buyer alleging a breach by any Seller of any such representation, warranty and/or covenant is for anaggregate amount in excess of Fifty Thousand Dollars and No/100 Dollars ($50,000.00) (the “Floor Amount”), in which event Sellers’ liability respecting any such claim or claims shall be for the entire amount thereof, subject to the limitation set forth in clause (a) above.Notwithstanding the foregoing, the cap and Floor Amount on Seller's liability provided for in this Section 18 shall not apply to any claims made by Buyer for amounts owed by Seller under Section 10 (Adjustments; Prorations), Section 12 (Risk of Loss), Section 13 (Brokers) and Section 19.18 (Attorneys' Fees). This provision shall expressly survive the Closing or the termination of this Agreement.

19. General Provisions.

19.1 Successors and Assigns. This Agreement shall bind and inure to the benefit of the respective successors andpermitted assigns of the parties hereto.

19.2 Gender and Number. Whenever the context so requires, the singular number shall include the plural and theplural the singular, and the use of any gender shall include all genders.

19.3 Entire Agreement. This Agreement contains the complete and entire agreement between the partiesrespecting the transaction contemplated herein and supersedes all prior negotiations, agreements, representations and understandings, if any,between the parties respecting such matters.

19.4 Counterparts. This Agreement may be executed in any number of original counterparts, all of whichevidence only one agreement and only one of which need be produced for any purpose.

19.5 Modifications. This Agreement may not be modified, discharged or changed in any respect whatsoever,except by a further agreement in writing duly executed by Buyer and Sellers. However, any consent, waiver, approval or authorization shallbe effective if signed by the party granting or making such consent, waiver, approval or authorization.

29

19.6 Exhibits. All exhibits referred to in this Agreement are incorporated herein by reference and shall bedeemed part of this Agreement for all purposes as if set forth at length herein.

19.7 Governing Law. This Agreement shall be construed and enforced in accordance with the laws of the Stateof New Jersey. Sellers and Buyer hereby irrevocably agree that all actions or proceedings in any way, manner or respect, arising out of orfrom or related to this Agreement shall be litigated in courts located within the State of New Jersey. Sellers and Buyer hereby consent andsubmit to the jurisdiction of any state court located within the County of Hudson or federal court located within the State of New Jersey. Eachparty hereby irrevocably waives any right it may have to transfer or change the venue of any litigation brought against it by the other party inaccordance with this Section.

19.8 No Recordation. This Agreement shall not be recorded. Violation of this provision by Buyer shallautomatically terminate this Agreement and entitle Sellers to receive the Deposit without further action, consent or release from Buyer firstbeing required, and to such other remedies available at law or in equity.

19.9 Captions. The captions of this Agreement are for convenience and reference only and in no way define,describe, extend or limit the scope, meaning or intent of this Agreement.

19.10 Severability. The invalidation or unenforceability in any particular circumstance of any of the provisionsof this Agreement shall in no way affect any of the other provisions hereof, which shall remain in full force and effect.

19.11 No Joint Venture. This Agreement shall not be construed as in any way establishing a partnership, jointventure, express or implied agency, or employer-employee relationship between Buyer and Sellers.

19.12 No Third Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto, their respectivesuccessors and permitted assigns, and no other person or entity shall be entitled to rely upon or receive any benefit from this Agreement orany term hereof.

19.13 Survival. Except as otherwise expressly set forth herein, the covenants, warranties, representations andindemnities of Sellers and Buyer contained in this Agreement shall not survive the Closing.

19.14 Public Disclosure. Except to the extent required by applicable statute, law rule, regulation, regulatorypractice, subpoena or Authorities, neither Sellers nor Buyer shall make any public disclosure of the transaction contemplated by thisAgreement, except as reasonably necessary to carry out the objectives of this Agreement, without the prior written consent of the other party,which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, after the Closing, Sellers and Buyer shall bepermitted to issue a press release describing the transaction contemplated by this Agreement, the name of the Buyer, the location anddescription of the Property, the date of Closing and the Purchase Price.

30

19.15 WAIVER OF TRIAL BY JURY. THE RESPECTIVE PARTIES HERETO SHALL AND HEREBYDO WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER OF THEPARTIES HERETO AND AGAINST THE OTHER ON ANY MATTERS WHATSOEVER ARISING OUT OF OR IN ANY WAYCONNECTED WITH THIS AGREEMENT, OR FOR THE ENFORCEMENT OF ANY REMEDY UNDER ANY STATUTE,EMERGENCY OR OTHERWISE.

19.16 Execution. The submission of this Agreement for examination does not constitute an offer by or to eitherparty. This Agreement shall be effective and binding only after due execution and delivery by the parties hereto. For purposes of thisAgreement, the term “Effective Date” shall mean the date on which this Agreement is executed by the later to sign of Sellers and Buyer (asindicated on the signature page of this Agreement) and such party’s executed counterpart is received by the other party by overnight courier,facsimile transmission or e-mail transmission, and said date shall be inserted at the top of Page 1 of this Agreement. Signatures to thisAgreement transmitted by e-mail or PDF shall be valid and effective to bind the party so signing. A copy of the electronic mail or PDF shallalso be sent to the intended addressee by one of the means described in Section 16 above, in any case with all charges prepaid, addressed tothe appropriate party at its address provided herein.

19.17 Holiday or Weekend. If the date for performance or the expiration of any time period under thisAgreement, including, without limitation, the time period for giving notice under Section 16, is on a Saturday, Sunday or federal legal holiday, then the date for performance or the expiration of the time period shall be the next day which is not a Saturday, Sunday or federallegal holiday.

19.18 Attorney’s Fees/Damages. In the event either party defaults in the performance of any of the terms of thisAgreement and the other party employs attorney(s) in connection therewith, the defaulting party agrees to pay the prevailing party’s reasonable attorneys’ fees (calculated at such attorneys’ reasonable and customary hourly rates and without regard to the amount incontroversy) and costs of litigation.

19.19 Further Assurances. From and after the date of this Agreement (including, without limitation, followingthe Closing Date), Sellers and Buyer agree to do such things, perform such acts, and make, execute, acknowledge and deliver such documentsas may be reasonably necessary or proper and usual to complete the transactions contemplated by this Agreement and to carry out the purposeof this Agreement in accordance with this Agreement.

19.20 Exclusivity. During the term of this Agreement, Sellers shall not offer the Property (or any Seller’s interest therein) for sale, solicit other offers to purchase the Property (or any Seller’s interest therein), or accept offers for the transfer of all orany portion of the Property or all or any portion of any Seller’s interest therein.

20. Bulk Sales Notice. Buyer shall have the right to comply with N.J.S.A. 54:32B-22(c) and N.J.S.A. 54:50-38 (the “Bulk Sales Law”) by delivering a Notification of Sale, Transfer, or Assignment in Bulk (Form C-9600) (the “Tax Notification”) to the Director (the “Director”) of the Division of Taxation of the State of New Jersey Department of the Treasury

31

(the “Division”) by registered or certified mail or overnight delivery at least ten (10) business days prior to Closing. Sellers shall cooperate inconnection with such compliance and shall provide all information necessary for Buyer to complete the Tax Notification, including, but notlimited to, completion and filing of the Asset Transfer Tax Declaration Form (Form TTD) with the Director. Receipt of a letter from theDirector setting forth whether a tax escrow is required or that no tax escrow is required shall be a condition precedent to Buyer’s obligation to close. If the Director informs Buyer that an escrow is required for a possible claim for taxes, including any interest and penalties thereon (the“Claim”) and the maximum amount thereof (the “Deficiency”), then Buyer and Sellers shall close as scheduled and without delay, theamount of the Deficiency shall be withheld from the Purchase Price and held and released by Escrow Agent pursuant to an escrow agreementin a form reasonably acceptable to Buyer and Sellers (“Tax Escrow”), If, after Closing, the Director demands payment of all or any portion ofthe Deficiency on behalf of Sellers, then Buyer shall direct the Escrow Agent to release to the Division of Taxation such amount from the TaxEscrow. If the Director sends a clearance letter informing Buyer that the Deficiency has been fully paid and that neither of Buyer or Sellershave any further liability for the Deficiency, then Buyer shall direct the Escrow Agent to release such difference to Sellers. Notwithstandinganything to the contrary contained herein, Sellers shall have the right to negotiate with the Director regarding the Claim and the Deficiency;provided, however, that such negotiation shall not delay for more than ten (10) Business Days any demand for payment made by the Divisionor subject Buyer to any liability or penalty and, except as hereinabove, provided, Buyer and the Escrow Agent shall be entitled to comply withall instructions of the Director and make any payment required by the Division from the Tax Escrow. Sellers shall indemnify and hold Buyerharmless from any actual losses, claims, liabilities and expenses (including reasonable attorney’s fees) with respect to any tax liability of Seller owed to the State of New Jersey under the Bulk Sales Law (the foregoing indemnity shall survive the Closing for a period of one (1)year after the Closing Date.

21. Prepayment of Existing Loan. Notwithstanding anything to the contrary in this Agreement, Sellers shall have theoption, to be exercised in their sole discretion, to prepay the Existing Loan in full on or before the Closing Date (the “Prepayment Option”). Upon the giving of written notice to Buyer (no later than five (5) Business Days prior to the Closing Date) that Sellers have exercised thePrepayment Option: (a) the Purchase Price shall be increased by Five Million and No/100 Dollars ($5,000,000.00); (b) Sections 8.2.2 and 10(f) of this Agreement shall become null and void and of no further force or effect; and (c) Sellers shall be responsible to pay any prepaymentpremium or prepayment penalty arising under the terms of the Existing Loan.

[SIGNATURE PAGE TO FOLLOW]

32

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

SELLERS:

RT 90 HUDSON, LLC,a Delaware limited liability company

By: /s/ Philip L. Kianka Name: Philip L. Kianka Title: Executive Vice President

Date: November 9, 2015

RT 90 HUDSON URBAN RENEWAL, LLC, a New Jersey limited liability company

By: /s/ Philip L. Kianka Name: Philip L. Kianka Title: Executive Vice President

Date: November 9, 2015

33

BUYER:

SSC IV INVESTOR, LLC, a Delaware limited liability company

By: /s/ John S. Grassi Name: John S. Grassi Title: President

Date: November 5, 2015

SSC V Investor, LLC, a Delaware limited liability company

By: /s/ John S. Grassi Name: John S. Grassi Title: President

Date: November 5, 2015

34

EXHIBIT A

LEGAL DESCRIPTION

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE COUNTY OF HUDSON, STATE OF NEW JERSEY, AND ISDESCRIBED AS FOLLOWS:

ALL THAT CERTAIN TRACT, PARCEL AND LOT OF LAND LYING AND BEING SITUATE IN THE CITY OF JERSEY CITY,COUNTY OF HUDSON, STATE OF NEW JERSEY, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

TRACT 1 (DEED BOOK 5312 PAGE 141)

COMMENCING AT THE INTERSECTION OF THE EASTERLY ROW LINE OF GREENE STREET AND THE SOUTHERLY ROWLINE OF YORK STREET AND RUNNING ALONG THE SOUTHERLY ROW LINE OF YORK STREET S 81° 47′ 01″ E A DISTANCEOF 470.00 FEET TO THE POINT OF BEGINNING; THENCE

TRACT II (DEED BOOK 5948 PAGE 293)

COMMENCING AND BEGINNING AT THE INTERSECTION OF THE EASTERLY TERMINUS OF YORK STREET AND THESOUTHERLY LINE OF YORK STREET; THENCE

THE ABOVE TWO TRACTS BEING JOINTLY DESCRIBED AS FOLLOWS:

A-1

1. ALONG THE SOUTHERLY ROW LINE OF YORK STREET S 81° 47′ 01″ E A DISTANCE OF 250.00 FEET TO A POINT;THENCE

2. S 8° 12′ 58″ W A DISTANCE OF 200.42 FEET TO A POINT; THENCE

3. ALONG THE NORTHERLY ROW LINE OF THE FORMER GRAND STREET N 81° 47′ 01″ W A DISTANCE OF 250.00 FEETTO A POINT LYING ON THE EASTERLY ROW LINE OF THE FORMER HUDSON STREET; THENCE

4. ALONG THE EASTERLY ROW LINE OF THE FORMER HUDSON STREET N 8° 12′ 59″ E A DISTANCE OF 200.42 FEET TOTHE POINT OF BEGINNING

1. SOUTH 81° 47′ 01″ EAST A DISTANCE OF 30.00 FEET; THENCE

2. SOUTH 08° 12′ 59″ WEST A DISTANCE OF 200.42 FEET; THENCE

3. NORTH 81° 47′ 01″ WEST A DISTANCE OF 30.00 FEET; THENCE

4. NORTH 08 DEGREES 12′ 59″ EAST A DISTANCE OF 200.42 FEET TO THE POINT OF BEGINNING.

BEGINNING AT THE POINT OF INTERSECTION OF THE NORTHERLY LINE OF GRAND STREET (80′ WIDE) AND THEEASTERLY LINE OF HUDSON STREET (70′ WIDE) AND RUNNING; THENCE

THE ABOVE DESCRIPTION IS IN ACCORDANCE WITH A SURVEY PREPARED BY DRESDNER ROBIN, GREG S. GLOOR,P.L.S., DATED OCTOBER 13, 2010 AS JOB NO. 10147-03, LAST REVISED MARCH 23, 2011

TOGETHER WITH THOSE BENEFICIAL TITLE RIGHTS AS SET FORTH IN DEED BOX 5536 PAGE 108

TOGETHER WITH THOSE BENEFICIAL TITLE RIGHTS S AS SET FORTH IN

DECLARATION OF COVENANTS AND RESTRICTION(S), RECORDED FEBRUARY 2, 2000 IN DEED BOOK 5565 PAGE 145,SECOND AMENDMENT RECORDED FEBRUARY 2, 2000 IN DEED BOOK 5565 PAGE 251 (AS TO 90 HUDSON STREET); THIRDAMENDMENT RECORDED FEBRUARY 2, 2000 IN DEED BOK 5565 PAGE 257; FOURTH AMENDMENT RECORDED FEBRUARY2, 2000 IN DEED BOOK 5565 PAGE 263; FIFTH AMENDMENT RECORDED FEBRUARY 2, 2000 IN DEED BOOK 5565 PAGE 269;SIXTH AMENDMENT RECORDED MAY 2, 2001 IN DEED BOOK 5797 PAGE 8; SEVENTH AMENDMENT RECORDED MAY 2,2001 IN DEED BOOK 5797 PAGE 12; EIGHTH AMENDMENT RECORDED MAY 2, 2001 IN DEED BOOK 5797 PAGE 215; FIRSTSUPPLEMENT TO DECLARATION RECORDED FEBRUARY 2, 2000 IN DEED BOOK 5565 PAGE 275 AND SECONDSUPPLEMENT TO DECLARATION, RECORDED FEBRUARY 2, 2000 IN DEED BOOK 5565, PAGE 284.

BEING ALSO KNOWN AS (REPORTED FOR INFORMATIONAL PURPOSES ONLY):

A-2

1. ALONG THE SAID EASTERLY LINE OF HUDSON STREET NORTH 8 DEGREES 12 MINUTES 59 SECONDS EAST ADISTANCE OF 200.42 FEET TO A POINT AND CORNER, SAID CORNER BEING THE INTERSECTION OF THEAFORESAID HUDSON STREET WITH THE SOUTHERLY LINE OF YORK STREET (60′ WIDE); THENCE

2. ALONG THE AFORESAID YORK STREET, SOUTH 81 DEGREES 47 MINUTES 01 SECONDS EAST A DISTANCE OF 280.00FEET TO A POINT AND CORNER, SAID CORNER BEGINNING THE INTERSECTION OF THE AFORESAID YORK STREETWITH THE WESTERLY LINE OF N//F MARGINAL HIGHWAY (BLOCK 8 LOT 2); THENCE

3. ALONG THE AFORESAID MARGINAL HIGHWAY, SOUTH 8 DEGREES 12 MINUTES 59 SECONDS WEST A DISTANCEOF 200.42 FEET TO A POINT AND CORNER, SAID CORNER BEING THE INTERSECTION OF THE AFORESAIDMARGINAL HIGHWAY AND THE NORTHERLY LINE OF THE FIRST MENTIONED GRAND STREET; THENCE

4. ALONG THE SAID NORTHERLY LINE OF GRAND STREET NORTH 81 DEGREES 47 MINUTES 01 SECONDS WEST ADISTANCE OF 280.00 FEET TO THE POINT AND PLACE OF BEGINNING.

LOT 15, BLOCK 6, ON THE OFFICIAL TAX MAP OF THE CITY OF JERSEY CITY, COUNTY OF HUDSON, STATE OF NEWJERSEY.

A-3

EXHIBIT B

ESCROW AGREEMENT

ESCROW AGREEMENT made as of the _____ day of ________, 2015 by and among RT 90 HUDSON, LLC, a Delawarelimited liability company, and RT 90 HUDSON URBAN RENEWAL, LLC, a New Jersey limited liability company, each having an officec/o Chambers Street Properties at 47 Hulfish Street, Suite 210, Princeton, New Jersey 08542 (collectively, “Sellers”), SSC IV INVESTOR, LLC, a Delaware limited liability company, and SSC V Investor, LLC, a Delaware limited liability company, each having an address at c/oSpear Street Capital, LLC, One Market Plaza, Spear Tower, Suite 4125, San Francisco, California 94105 (collectively, “Buyer”), and FIRST AMERICAN TITLE INSURANCE COMPANY, having an office at 666 Third Avenue, New York, New York 10017 (“Escrow Agent”).

RECITALS:

A. Sellers and Buyer have entered into that certain Agreement of Purchase and Sale of even date herewith (the “Agreement”) with respect to the Property. Pursuant to Section 2.2 of the Agreement, Buyer will deposit with Escrow Agent the amount of $9,000,000.00 (the“Deposit”) by wire transfer of immediately available funds within two (2) business days after the Effective Date.

B. Buyer and Sellers desire that Escrow Agent hold the Deposit in escrow until the Closing (as defined in the Agreement) or the soonertermination of the Agreement, on the terms and subject to the conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the sum of Ten Dollars ($10.00) and other good and valuable consideration, thereceipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1. Definitions.

Unless otherwise defined in this Escrow Agreement, all capitalized terms used herein shall have the same meanings as set forthin the Agreement.

2. Investment of Deposit.

Promptly upon receipt thereof, Escrow Agent shall acknowledge to Sellers and Buyer receipt of the Deposit. Escrow Agentshall promptly invest the Deposit in an interest-bearing money market account unless otherwise instructed in writing by Sellers and Buyer.All interest earned on the Deposit shall be paid to the party entitled to receive the Deposit pursuant to the Agreement.

Each of Sellers and Buyer has contemporaneously delivered to Escrow Agent a completed Form W-9 to be held by Escrow Agent and submitted on behalf of the applicable party to the Internal Revenue Service following disbursement of the Deposit.

B-1

3. Disbursement of Deposit.Escrow Agent shall hold and disburse the Deposit upon the following terms and conditions:

3.1 Escrow Agent shall disburse the Deposit and all interest earned thereon to Sellers upon receipt of a Notice(as hereinafter defined) signed by Sellers and Buyer and stating that the Closing has been consummated.

3.2 Escrow Agent shall disburse the Deposit and all interest earned thereon to Buyer promptly upon receipt of aNotice demanding disbursement thereof signed by Buyer and stating that either Sellers has defaulted in the performance of its obligationsunder the Agreement or that Buyer is otherwise entitled to the return of the Deposit and interest thereon pursuant to the provisions of theAgreement; provided, however, that Escrow Agent shall not comply with such demand until at least five (5) business days after the date onwhich Escrow Agent shall have given a copy of such Notice to Sellers, nor thereafter following such five (5) business day period if EscrowAgent shall have received a Notice of objection from Sellers given within such five (5) business day period in accordance with the provisionsof Section 3.4 hereof.

3.3 Escrow Agent shall disburse the Deposit and all interest earned thereon to Sellers promptly upon receipt of aNotice demanding disbursement thereof signed by Sellers and stating that Buyer has defaulted in the performance of its obligations under theAgreement or that Sellers are otherwise entitled to the payment of the Deposit and interest thereon pursuant to the provisions of theAgreement; provided, however, that Escrow Agent shall not comply with such demand until at least five (5) business days after the date onwhich Escrow Agent shall have given a copy of such Notice to Buyer, nor thereafter following such five (5) business day period if EscrowAgent shall have received a Notice of objection from Buyer given within such five (5) business day period in accordance with the provisionsof Section 3.4 hereof.

3.4 Upon receipt of a Notice demanding disbursement of the Deposit and interest thereon made by Buyer orSellers pursuant to Section 3.2 or 3.3 hereof, Escrow Agent shall promptly give a copy thereof to the other party. The other party shall havethe right to object to the disbursement of the Deposit and interest thereon by giving Notice of objection to Escrow Agent within five (5)business days after the date on which Escrow Agent gives such copy of the Notice to the other party, but not thereafter. Upon receipt of suchNotice of objection, Escrow Agent shall promptly give a copy thereof to the party who made the written demand.

4. Disputes.

4.1 If (i) Escrow Agent shall have received a Notice of objection as provided for in Section 3.4 hereof within the time therein prescribed or (ii) any other disagreement or dispute shall arise among the parties or any other persons resulting in adverse claimsand demands being made for the Deposit and interest thereon whether or not litigation has been instituted, then and in any such event, EscrowAgent shall refuse to comply with any claims or demands for the Deposit and shall continue to hold the same and all interest earned thereonuntil it receives either (x) a Notice executed by Buyer and Sellers and directing the disbursement of

B-2

the Deposit and all interest earned thereon or (y) a final nonappealable order of a court of competent jurisdiction, entered in an action, suit orproceeding in which Buyer and Sellers are parties, directing the disbursement of the Deposit and all interest earned thereon, in either of whichevents Escrow Agent shall then disburse the Deposit and all interest earned thereon in accordance with such direction. Escrow Agent shall notbe or become liable in any way or to any person for its refusal to comply with any such claims and demands unless and until it has receivedsuch direction. Upon compliance with such direction, Escrow Agent shall be released of and from all liability hereunder, except for the badfaith, gross negligence or willful misconduct of Escrow Agent.

4.2 Escrow Agent may institute or defend any action or legal process involving any matter referred to hereinwhich in any manner affects it or its duties and liabilities hereunder, but Escrow Agent shall not be required to institute or defend such actionor process unless or until requested to do so by both Buyer and Sellers and then only upon receipt of an indemnity in such amount, and ofsuch character, as it may reasonably require against any and all claims, liabilities, judgments, reasonable attorneys’ fees and other expenses of every kind in relation thereto. All reasonable costs and expenses incurred by Escrow Agent in connection with any such action or process areto be paid by the non-prevailing party.

5. Fees of Escrow Agent.

Except as set forth in Section 4.2 hereof, all fees and expenses, if any, of Escrow Agent hereunder shall be shared equallybetween Buyer and Seller.

6. Duties of Escrow Agent.

It is agreed that the duties of Escrow Agent are only as herein specifically provided, and that Escrow Agent shall not be liablefor any error in judgment or for any act done or step taken or omitted by it in good faith, or for any mistake of fact or law, or for anythingwhich it may do or refrain from doing in connection therewith, except for the bad faith, gross negligence or willful misconduct of EscrowAgent. Escrow Agent shall not be obligated to inquire as to the performance of any obligation described in the Agreement. Escrow Agentshall not incur any liability for acting upon any Notice, consent, waiver or document which appears to be signed by Buyer and/or Sellers, notonly as to its due execution and validity and the effectiveness of its provisions, but also as to the truth of any information therein contained,which Escrow Agent in good faith believes to be genuine and what it purports to be. Buyer and Sellers, jointly and severally, agree toindemnify and hold Escrow Agent harmless from and against any loss, damage, claim or expense, including reasonable attorneys’ fees, resulting from this Escrow Agreement, except for the bad faith, gross negligence or willful misconduct of Escrow Agent. Escrow Agent shallnot be bound by any modification to this Escrow Agreement, unless the modification shall be in writing and signed by Buyer and Sellers, and,if the duties of Escrow Agent hereunder are affected, unless Escrow Agent shall have given its prior written consent thereto.

B-3

7. No Third-Party Beneficiaries.

The terms and provisions of this Escrow Agreement shall create no right in any person, firm or corporation other than theparties and their respective successors and permitted assigns of the Agreement and no third party shall have the right to enforce or benefitfrom the terms hereof.

8. Notices.

Any notice, demand, consent, authorization or other communication (collectively, a “Notice”) which any party is required or may desire to give to or make upon the other party pursuant to this Escrow Agreement shall be effective and valid only if in writing, signedby the party giving such Notice, and delivered personally (upon an officer of the other party or to such individual as may be noted in theaddresses stated below) to the other party or sent by a nationally recognized overnight courier or by registered or certified mail of the UnitedStates Postal Service, return receipt requested, and addressed to the other party as follows (or to such other address or person as any party orperson entitled to notice may by Notice to the other parties specify) or sent by email in PDF format to the email address below, read receiptrequested, and followed by a hard copy notice received by the second business day following the email notice (in which case notice shall bedeemed delivered upon receipt of confirmation of transmission of such email notice):

B-4

To Buyer:

c/o Spear Street Capital, LLCOne Market Plaza Spear Tower, Suite 4125San Francisco, California 94105Attention: Mr. Rajiv PatelTelephone:(415) 222-7422

Facsimile: (415) 856-0348Email: rpatel@spearstreetcapital.com

with a copy to:

Spear Street Capital, LLC450 Lexington Avenue, 39th FloorNew York, NY 10017Attention: Ms. Laura DunnTelephone: (212) 488-5511

Facsimile: (212) 488-5520Email: ldunn@spearstreetcapital.com

Unless otherwise specified, notices shall be deemed given when received, but if delivery is not accepted, on the earlier of the datedelivery is refused or the third day after the same is deposited with the United States Postal Service. Notices given by counsel to the Buyershall be deemed given by Buyer and notices given by counsel to the Sellers shall be deemed given by Sellers.

9. Governing Law

This Escrow Agreement shall be governed by and construed in accordance with the internal laws of the State of New Jerseywithout regard to principles of conflicts of law.

B-5

and with a copy to:

Coblentz Patch Duffy & Bass LLPOne Montgomery Street, 30th FloorSan Francisco, California 94104Attention: J. Gregg Miller, Esq.Telephone: (415) 772-5736

Facsimile: (415) 989-1663Email: gmiller@coblentzlaw.com

To Sellers:

RT 90 Hudson, LLC and RT 90 Hudson Urban Renewal, LLCc/o Chambers Street Properties47 Hulfish Street, Suite 210Princeton, New Jersey 08542Attention: Legal DepartmentEmail: Legal@CSPREIT.com

and to:

Troutman Sanders LLP875 Third AvenueNew York, New York 10022Attention: Jeffrey H. Weitzman, Esq.Telephone: (212) 904-6077Email:jeffrey.weitzman@troutmansanders.com

To Escrow Agent:

First American Title Insurance CompanyNational Commercial ServicesAttention: 666 Third AvenueNew York, New York 10017Attention: Jennifer PancieraTelephone:(212) 850-0653Email: JPanciera@firstam.com

10. Holiday or Weekend

If the date for performance or the expiration of any time period under this Escrow Agreement, including, without limitation,the time period for giving notice under Section 8, is on a Saturday, Sunday or federal legal holiday, then the date for performance or theexpiration of the time period shall be the next day which is not a Saturday, Sunday or federal legal holiday.

11. Counterparts

This Escrow Agreement may be executed in any number of original counterparts, all of which evidence only one agreementand only one of which need be produced for any purpose.

[Signatures appear on the following page]

B-6

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Escrow Agreement as of the date first abovewritten.

SELLERS:

RT 90 HUDSON, LLC,a Delaware limited liability company

By: Name:Title:

RT 90 HUDSON URBAN RENEWAL, LLC,a New Jersey limited liability company

By: Name: Title:

BUYER:

SSC IV INVESTOR, LLC, a Delaware limited liability company

By:Name:Title:

SSC V Investor, LLC, a Delaware limited liability company

By:Name:Title:

ESCROW AGENT:

FIRST AMERICAN TITLE INSURANCE COMPANY

By: Name: Title:

B-7

EXHIBIT C

SCHEDULE OF EXISTING LOAN DOCUMENTS

1. Amended and Restated Promissory Note dated as of July 14, 2011, in the original principal amount of $108,500,000.00 andmade by RT Hudson to Existing Lender.

2. Allonge to Note dated April 11, 2011, made by RT Hudson.

3. Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing Statement made by Hartz Land toExisting Lender dated January 14, 2000, recorded January 18, 2000 in the Register’s Office in Book 7331, Page 79, as amended by (a) thatcertain Spreader and First Amendment of Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing Statement datedas of April 7, 2006, made by Hartz Land to Existing Lender and recorded in the Register’s Office in Book 571, Page 13, and (b) that certainLoan Assumption and Modification Agreement dated as of April 11, 2011, among Hartz Land, RT Hudson and Existing Lender and recordedApril 13, 2011 in the Register’s Office in Book 660, Page 391.

4. Assignment of Leases and Rents dated January 14, 2000, from Hartz Land to Existing Lender and recorded in the Register’s Office in Book 7331, Page 146, as amended by that certain Spreader and First Amendment of Mortgage, Assignment of Leases and Rents,Security Agreement and Fixture Filing Statement dated as of April 7, 2006, made by Hartz Land to Existing Lender and recorded in theRegister’s Office in Book 571, Page 13.

5. Guaranty of Recourse Obligations of Borrower dated as of April 7, 2006, made by Hartz Mountain Industries, Inc.(“Original Indemnitor”) in favor of Existing Lender, as amended by that certain Substitution of Indemnitor and Assumption of Obligationsof Indemnitor dated April 11, 2011 (“Substitution of Indemnitor”), among CBRE Operating Partnership, L.P., RT Hudson, OriginalIndemnitor and Existing Lender.

6. Environmental Indemnity dated as of January 14, 2000, made by Original Indemnitor in favor of Existing Lender, as re-affirmed by that certain Affirmation of Environmental Indemnity dated as of April 7, 2006, made by Original Indemnitor in favor of ExistingLender, as amended by the Substitution of Indemnitor.

7. Real Estate Tax and Rollover Reserve Escrow and Security Agreement dated as of April 7, 2006, among Hartz Land,Existing Lender and Northmarq Capital, LLC (formerly known as Northmarq Capital, Inc.).

8. UCC-1 Financing Statement naming RT Hudson, as debtor, and Existing Lender, as secured party, filed in the Register’s Office as File No. 20110413110007690.

9. UCC-1 Financing Statement name RT Hudson, as debtor, and Existing Lender, as secured party, filed in the Office of theSecretary of State of Delaware.

C-1

10. Assignment of Management Agreement and Subordination of Management Fees, dated April 11, 2011, made by RTHudson in favor of Existing Lender, and consented and agreed to by Hulfish Managers, LLC.

11. Omnibus Amendment to Loan Documents dated as of July 14, 2011, between RT Hudson and Existing Lender andrecorded in the Register’s Office in Book 663, Page 309.

12. Affirmation of Indemnitor dated as of July 14, 2011, made by CBRE Operating Partnership, L.P. in favor of ExistingLender.

13. Certification of Rent Roll (Borrower Form) dated April 5, 2006 made by Hartz Land in favor of Existing Lender.

14. [Reserved].

15. Subordination, Non-Disturbance and Attornment Agreement dated May 14, 1999, between Existing Lender and NationalDiscount Brokers Group, Inc.

16. Subordination, Non-Disturbance and Attornment Agreement dated June 11, 1999, between Existing Lender and AmericanExpress Travel Related Services Company, Inc.

17. Subordination, Non-Disturbance and Attornment Agreement dated January __, 2000, between Existing Lender and Lord,Abbett & Co.

C-2

EXHIBIT D

SCHEDULE OF OCCUPANCY LEASES

D-1

Lord Abbett & Co. LLC Lease Agreement between 90 Hudson Street LLC and Lord, Abbett & Co. dated September 11, 1998

Memorandum of Lease between 90 Hudson Street LLC and Lord, Abbett & Co. dated September 11, 1998

Letter Agreement between 90 Hudson Street LLC and Lord, Abbett & Co. dated May 17, 1999

Lease Modification Agreement between 90 Hudson Street LLC and Lord, Abbett & Co. dated January 14, 2000

Second Lease Modification Agreement between 90 Hudson Street LLC and Lord, Abbett & Co. dated June 20, 2000

Third Lease Modification Agreement between 90 Hudson Street LLC and Lord, Abbett & Co. dated January 1, 2001

Third Lease Modification Agreement between 90 Hudson Street LLC and Lord, Abbett & Co. dated August 18, 2006

Letter Agreement between 90 Hudson Street LLC and Lord, Abbett & Co. dated July 31, 2003

Consent to First Amendment to Sublease by and between NDB Capital Markets Corporation and Lord, Abbett & Co. LLC dated August 18, 2006

Letter Agreement between 90 Hudson Street LLC and Lord, Abbett & Co. dated August 18, 2006

Request for TI Allowance dated September 3, 2013, from James A. Barclay to Dennis Keyes

ROFO Notice Letter dated February 24, 2012, from Dennis Keyes of CB Richard Ellis Realty Trust to Lord, Abbett & Co., LLC

Notice to Call Exercise of Option dated January 9, 2014, from RT 90 Hudson, LLC to Lord, Abbett & Co. LLC

Fifth Lease Modification Agreement dated October 31, 2012, between RT 90 Hudson, LLC and Lord, Abbett & Co. LLC

D-2

Consent Letter for Stock Transfer between 90 Hudson Street LLC and NDB Acquisition Company, LLC dated December 21, 2007

Consent to Sublease between 90 Hudson Street LLC and National Discount Brokers Groups, Inc. dated July 31, 2003

Sublease Agreement between NDB and Lord, Abbett & Co., LLC dated July 31, 2003

Consent to First Amendment to Sublease between NDB Capital Markets Corp. and Lord, Abbett & Co. LLC dated August 18, 2006

Irrevocable Standby Letter of Credit No. 68052743 issued on April 5, 2011, by Bank of America, as amended by Amendment Number 1 dated August 9, 2011, Amendment Number 2 dated July 11, 2012, Amendment Number 3 dated February 14, 2013, Amendment Number 4 dated December 2, 2013, and Amendment Number 5 dated December 2, 2014.

New York SMSA Limited Partnership d/b/a Verizon Wireless

Modification No. 3 of Antenna Lease Agreement - Lease Modification Agreement between 90 Hudson Street LLC and New York SMSA Limited Partnership d/b/a Verizon Wireless dated September 8, 2010

Antenna Lease Agreement between 90 Hudson Street LLC and New York SMSA Limited Partnership dated February 14, 2002

Modification of Antenna Lease Agreement between 90 Hudson Street LLC and New York SMSA Limited Partnership d/b/a Verizon Wireless dated December 4, 2002

Modification No. 2 of Antenna Lease Agreement-Lease Modification Agreement between 90 Hudson Street LLC and New York SMSA Limited Partnership d/b/a Verizon Wireless dated October 2, 2009

Verizon Wireless Notice of Extension Exercise dated June 7, 2006

Cellular Telephone Company Cellular Telephone Company d/b/a AT&T Wireless Services dated December 21, 2001

New Cingular Wireless PCS, LLC d/b/a AT&T Mobility successor to Cellular Telephone Company Notice of Intent to

D-3

Extend Lease term dated June 21, 2012

Tobmar International, Inc. t/a Gateway Newsstand

Lease dated November 8, 2000, between 90 Hudson LLC as Landlord and Tobmar International, Inc. t/a Gateway Newsstand, as Tenant

Lease Modification Agreement dated October 24, 2001, between 90 Hudson LLC as Landlord and Tobmar International, Inc. d/b/a Gateway Newsstand, as Tenant

Letter Modification Agreement dated February 26, 2004, between 90 Hudson LLC as Landlord and Tobmar International, Inc. d/b/a Gateway Newsstand, as Tenant

Second Lease Modification Agreement dated April 26, 2010, between 90 Hudson LLC as Landlord and Tobmar International, Inc. d/b/a Gateway Newsstand, as Tenant

Sidera Networks, LLC License Agreement dated January 24, 2001, between 90 Hudson Street, L.L.C. and Sidera Networks, LLC

Charles Komar & Sons, Inc. Lease Agreement dated December 1, 2014, between RT 90 Hudson, LLC and Charles Komar & Sons, Inc.

Commencement Date Agreement dated December 1, 2014, between RT 90 Hudson, LLC and Charles Komar & Sons, Inc.

Irrevocable Standby Letter of Credit No. SC7002611W issued on December 9, 2014, by Wells Fargo Bank, N.A., as amended by Amendment Number 001 dated December 15, 2014.

EXHIBIT E

SCHEDULE OF SERVICE CONTRACTS

E-1

Service Contractor

HVAC Binsky Services

HVAC-BMS Energy Options

Water Treatment Nalco

Fire Alarm/Monitoring Surf Fire & Security

Fire Sprinkler/Life Safety Meadowlands Fire Protection

Security Guards Harvard Protection Services

Janitorial CRS

Pest Control Stern Environmental Group

Roof Repair / annual inspection Fania Roofing

Trash Removal Waste Management

Elevator Fujitec

Life Safety Director Metro Fire Safety Guards

Interior Plants Brennan Florist

Emergency Generator Foley Power Systems

Window Cleaning Valcourt

Wood Maintenaance Premier Restoration

exhibit F

DILIGENCE CHECKLIST FOR THE PROPERTY

F-1

1. Sellers’ existing title insurance policy.

2. Plans and specifications.

3. Environmental Phase 1 obtained by Sellers.

4. Any (i) ADA reports and (ii) engineering reports regarding roofs and structures.

5. Copies of leasing commission agreements.

6. Copies of latest tenant rent invoices.

7. Copies of recent real estate tax bills or estimates.

8. Operating statements for 2013, 2014, and year to date, including CAM reconciliations.

9.All governmental licenses, permits and approvals (including certificates of occupancy) issued to the owner of the Property.

10. Insurance certificates.

EXHIBIT G

TENANT ESTOPPEL CERTIFICATE

c/o Chambers Street Properties47 Hulfish Street, Suite 210

Princeton, New Jersey 08542Attention: Legal DepartmentEmail: Legal@CSPREIT.com

and

______________ (“Buyer”)__________________________________________

The undersigned tenant (“Tenant”) hereby certifies to Buyer and Landlord as follows:

1. The Lease has not been canceled, modified, extended or amended except as set forth on Exhibit A attached hereto. The Lease is in full force and effect.

2. Rent has been paid to the first day of the current month and all additional rent has been paid and collected in a current manner.There is no prepaid rent except $______ for ________, 20__ and the amount of the security deposit is $________.

3. Basic Rent is currently payable monthly in the amount of $______ exclusive of Tenant’s share of real estate taxes and operating expenses. Tenant is required to pay real estate taxes and operating expenses as set forth in the Lease.

4. The term of the Lease terminates on __________, 20__. Tenant has the right to renew the term of the Lease for ___ (___) renewalterm of _____ (__) years, as expressly set forth in the Lease.

5. Tenant has accepted and is in occupancy of the Premises. All work to be performed for Tenant under the Lease has beenperformed as required and has been accepted by Tenant, except as follows: ______________________. All required contributions and/orallowances by Landlord to Tenant on account of improvements to the Premises have been received.

G-1

To: RT 90 Hudson, LLC

RE: The Premises: __________________ at 90 Hudson Street, Jersey City, New Jersey Lease set forth in Exhibit A attached hereto (the “Lease”), now between RT 90 Hudson, LLC (“Landlord”) and ______________________ (“Tenant”)

6. Neither Tenant nor, to Tenant’s actual knowledge, Landlord is in default under the Lease. To Tenant’s actual knowledge, Tenant has no claims or defenses against Landlord and is not entitled to any offsets or deductions in rent, free rent, rent credit, or other leasingconcession under the Lease.

7. The undersigned has no right or option pursuant to the Lease or otherwise to purchase all or any part of the Premises or thebuilding of which the Premises are a part.

8. There are no other agreements written or oral between the undersigned and the Landlord with respect to the Lease and/or thePremises and the building of which the Premises are a part.

9. Tenant has not assigned, transferred or hypothecated the Lease or any interest therein or subleased all or any portion of thePremises or granted any other agreement, concession or license thereof, except as follows: _______________________.

10. The statements contained herein may be relied upon by the Landlord, Buyer and each of their respective principals, members,managers, officers, lenders, successors and assigns.

11. This Tenant Estoppel Certificate may be executed in counterparts, each of which when taken together shall constitute one andthe same document.

If a blank in this document is not filled in, the blank will be deemed to read “none.”

[Signature Page Immediately Follows]

G-2

The undersigned signatory is duly appointed and authorized to sign and deliver this Tenant Estoppel Certificate.

Dated this ____ day of ________, ____

Tenant: ________________________

By: ___________________________Name:Title:

G-3

EXHIBIT A

TO TENANT ESTOPPEL CERTIFICATE

G-4

EXHIBIT HBILL OF SALE

For valuable consideration, the receipt and sufficiency of which is hereby acknowledged, RT 90 HUDSON, LLC, a Delaware limitedliability company, and RT 90 Hudson Urban Renewal, LLC, a New Jersey limited liability company, each having an address at c/o ChambersStreet Properties at 47 Hulfish Street, Suite 210, Princeton, New Jersey 08542, Attn: Legal Department (collectively, “Sellers”), hereby bargain, sell, convey and transfer to ____________________________, a _______________________________ (“Buyer”), all of those certain items of personal and intangible property owned by Sellers (including any warranty made by third parties in connection with the sameand the right to sue on any claim for relief under such warranties) (the “Personal Property”) and attached and appurtenant to, or forming part of, that certain real property having an address of 90 Hudson Street, Jersey City, New Jersey, as more particularly described on Schedule Aattached hereto and made a part hereof.

TO HAVE AND TO HOLD the Personal Property hereby sold, transferred and assigned unto Buyer, its successors and assigns foreverand Sellers binds themselves and their successors and assigns to forever WARRANT AND DEFEND the Personal Property hereby sold untoBuyer, its successors and assigns, forever against every person whomsoever lawfully claiming or to claim such herein described assets or anypart thereof by, through or under Sellers, but not otherwise.

Except as to title as expressly provided herein, Sellers have not made and does not make any express or implied warranty orrepresentation of any kind whatsoever with respect to the Personal Property, including, without limitation, with respect merchantability of thePersonal Property or its fitness for any particular purpose, the design or condition of the Personal Property; the quality or capacity of thePersonal Property; workmanship or compliance of the Personal Property with the requirements of any law, rule, specification or contractpertaining thereto; patent infringement or latent defects. Buyer accepts the Personal Property on an “as is, where is” basis.

[SIGNATURES CONTAINED ON FOLLOWING PAGE]

G-1

IN WITNESS WHEREOF, Sellers have caused this instrument to be executed and delivered as of this ___ day of ___________,_____.

SELLERS:

RT 90 HUDSON, LLC,

a Delaware limited liability company

By: Name:Title:

RT 90 HUDSON URBAN RENEWAL, LLC,

a New Jersey limited liability company

By: Name:Title:

G-2

SCHEDULE A

TO BILL OF SALE

LEGAL DESCRIPTION

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE COUNTY OF HUDSON, STATE OF NEW JERSEY, AND ISDESCRIBED AS FOLLOWS:

ALL THAT CERTAIN TRACT, PARCEL AND LOT OF LAND LYING AND BEING SITUATE IN THE CITY OF JERSEY CITY,COUNTY OF HUDSON, STATE OF NEW JERSEY, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

TRACT 1 (DEED BOOK 5312 PAGE 141)

COMMENCING AT THE INTERSECTION OF THE EASTERLY ROW LINE OF GREENE STREET AND THE SOUTHERLY ROWLINE OF YORK STREET AND RUNNING ALONG THE SOUTHERLY ROW LINE OF YORK STREET S 81° 47ˈ 01″ E A DISTANCE OF 470.00 FEET TO THE POINT OF BEGINNING; THENCE

TRACT II (DEED BOOK 5948 PAGE 293)

COMMENCING AND BEGINNING AT THE INTERSECTION OF THE EASTERLY TERMINUS OF YORK STREET AND THESOUTHERLY LINE OF YORK STREET; THENCE

G-3

5. ALONG THE SOUTHERLY ROW LINE OF YORK STREET S 81° 47′ 01″ E A DISTANCE OF 250.00 FEET TO A POINT;THENCE

6. S 8° 12′ 58″ W A DISTANCE OF 200.42 FEET TO A POINT; THENCE

7. ALONG THE NORTHERLY ROW LINE OF THE FORMER GRAND STREET N 81° 47′ 01″ W A DISTANCE OF 250.00 FEETTO A POINT LYING ON THE EASTERLY ROW LINE OF THE FORMER HUDSON STREET; THENCE

8. ALONG THE EASTERLY ROW LINE OF THE FORMER HUDSON STREET N 8° 12′ 59″ E A DISTANCE OF 200.42 FEET TOTHE POINT OF BEGINNING

5. SOUTH 81° 47′ 01″ EAST A DISTANCE OF 30.00 FEET; THENCE

6. SOUTH 08° 12′ 59″ WEST A DISTANCE OF 200.42 FEET; THENCE

7. NORTH 81° 47′ 01″ WEST A DISTANCE OF 30.00 FEET; THENCE

8. NORTH 08 DEGREES 12′ 59″ EAST A DISTANCE OF 200.42 FEET TO THE POINT OF BEGINNING.

THE ABOVE TWO TRACTS BEING JOINTLY DESCRIBED AS FOLLOWS:

BEGINNING AT THE POINT OF INTERSECTION OF THE NORTHERLY LINE OF GRAND STREET (80′ WIDE) AND THEEASTERLY LINE OF HUDSON STREET (70′ WIDE) AND RUNNING; THENCE

THE ABOVE DESCRIPTION IS IN ACCORDANCE WITH A SURVEY PREPARED BY DRESDNER ROBIN, GREG S. GLOOR,P.L.S., DATED OCTOBER 13, 2010 AS JOB NO. 10147-03, LAST REVISED MARCH 23, 20011

TOGETHER WITH THOSE BENEFICIAL TITLE RIGHTS AS SET FORTH IN DEED BOX 5536 PAGE 108

TOGETHER WITH THOSE BENEFICIAL TITLE RIGHTS S AS SET FORTH IN

DECLARATION OF COVENANTS AND RESTRICTION(S), RECORDED FEBRUARY 2, 2000 IN DEED BOOK 5565 PAGE 145,SECOND AMENDMENT RECORDED FEBRUARY 2, 2000 IN DEED BOOK 5565 PAGE 251 (AS TO 90 HUDSON STREET); THIRDAMENDMENT RECORDED FEBRUARY 2, 2000 IN DEED BOOK 5565 PAGE 257; FOURTH AMENDMENT RECORDEDFEBRUARY 2, 2000 IN DEED BOOK 5565 PAGE 263; FIFTH AMENDMENT RECORDED FEBRUARY 2, 2000 IN DEED BOOK 5565PAGE 269; SIXTH AMENDMENT RECORDED MAY 2, 2001 IN DEED BOOK 5797 PAGE 8; SEVENTH AMENDMENT RECORDEDMAY 2, 2001 IN DEED BOOK 5797 PAGE 12; EIGHTH AMENDMENT RECORDED MAY 2, 2001 IN DEED BOOK 5797 PAGE 215;FIRST SUPPLEMENT TO DECLARATION RECORDED FEBRUARY 2, 2000 IN DEED BOOK 5565 PAGE 275 AND SECONDSUPPLEMENT TO DECLARATION, RECORDED FEBRUARY 2, 2000 IN DEED BOOK 5565, PAGE 284.

G-4

5. ALONG THE SAID EASTERLY LINE OF HUDSON STREET NORTH 8 DEGREES 12 MINUTES 59 SECONDS EAST ADISTANCE OF 200.42 FEET TO A POINT AND CORNER, SAID CORNER BEING THE INTERSECTION OF THEAFORESAID HUDSON STREET WITH THE SOUTHERLY LINE OF YORK STREET (60′ WIDE); THENCE

6. ALONG THE AFORESAID YORK STREET, SOUTH 81 DEGREES 47 MINUTES 01 SECONDS EAST A DISTANCE OF 280.00FEET TO A POINT AND CORNER, SAID CORNER BEGINNING THE INTERSECTION OF THE AFORESAID YORK STREETWITH THE WESTERLY LINE OF N//F MARGINAL HIGHWAY (BLOCK 8 LOT 2); THENCE

7. ALONG THE AFORESAID MARGINAL HIGHWAY, SOUTH 8 DEGREES 12 MINUTES 59 SECONDS WEST A DISTANCEOF 200.42 FEET TO A POINT AND CORNER, SAID CORNER BEING THE INTERSECTION OF THE AFORESAIDMARGINAL HIGHWAY AND THE NORTHERLY LINE OF THE FIRST MENTIONED GRAND STREET; THENCE

8. ALONG THE SAID NORTHERLY LINE OF GRAND STREET NORTH 81 DEGREES 47 MINUTES 01 SECONDS WEST ADISTANCE OF 280.00 FEET TO THE POINT AND PLACE OF BEGINNING.

BEING ALSO KNOWN AS (REPORTED FOR INFORMATIONAL PURPOSES ONLY):

LOT 15, BLOCK 6, ON THE OFFICIAL TAX MAP OF THE CITY OF JERSEY CITY, COUNTY OF HUDSON, STATE OF NEWJERSEY.

G-5

EXHIBIT I

ASSIGNMENT OF OCCUPANCY LEASES

ASSIGNMENT AND ASSUMPTION OF OCCUPANCY LEASES (Occupancy Leases)

THIS ASSIGNMENT AND ASSUMPTION OF LEASES (this “Assignment”) is made and entered into as of the ___ day of ___________________, ____, (the "Effective Date"), by and between RT 90 HUDSON, LLC, a Delaware limited liability company(“Assignor”) and (“Assignee”).

W I T N E S S E T H:

WHEREAS, pursuant to that certain Agreement of Purchase and Sale dated ________, 2015 (the “Agreement”), between Assignor and Assignee, Assignor agreed to sell to Assignee, and Assignee agreed to purchase from Assignor, that certain real property located at 90Hudson Street, Jersey City, New Jersey (the “Property”) ;

WHEREAS, Assignor desires to assign to Assignee all of its right, title and interest in and to those certain leases more fully describedin Exhibit A attached hereto and made a part hereof (collectively, the “Leases”), and Assignee desires to assume all obligations of Assignorthereunder;

NOW, THEREFORE, in consideration of TEN AND NO/100 DOLLARS ($10.00) and other good and valuable consideration, thereceipt, adequacy and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Assignment and Assumption. Assignor does hereby sell, assign, transfer and set over to Assignee all of Assignor’s right, title and interest as “Landlord” under the Leases, and Assignee hereby assumes all of Assignor’s duties and obligations as “Landlord” under the Leases arising on and after the Effective Date.

2. Mutual Indemnification. Assignor shall indemnify, defend and hold Assignee harmless against and from any and all damages,claims, liabilities and costs (including reasonable attorney’s fees), expenses and causes of action that result from Assignor’s failure to perform its obligations under the Lease and that are attributable to the period prior to the Effective Date. Assignee shall indemnify, defend and holdAssignor harmless against and from any and all damages, claims, liabilities and costs (including reasonable attorney’s fees), expenses and causes of action that result from Assignee’s failure to perform its obligations under the Lease and that are attributable to the period on or afterthe Effective Date. The mutual indemnifications contained in this paragraph shall survive the Effective Date to the date (the “Termination Date”) occurring six (6) months after the Effective Date, at which time such mutual indemnifications shall terminate and be of no furtherforce and effect, except for any claims made prior to the Termination Date.

3. Successors and Assigns. This Assignment shall be binding upon and inure to the benefit of Assignor and Assignee and theirrespective successors and assigns.

I-1

4. Counterparts. This Assignment may be executed in two (2) or more counterpart copies, all of which counterparts shall have thesame force and effect as if the parties hereto had executed a single copy of this Assignment.

5. Governing Law. This Assignment shall be governed by and construed in accordance with the laws of the State of New Jersey.

6. Authority. Assignor and Assignee each represent and warrant to the other party: (a) the execution, delivery and performance ofthis Assignment have been duly approved by such party and no further action is required on the part of such party to execute, deliver andperform this Assignment; (b) the person(s) executing this Assignment on behalf of such party have all requisite authority to execute anddeliver this Assignment; and (c) this Assignment, as executed and delivered by such person(s), is valid, legal and binding on such party, andis enforceable against such party in accordance with its terms.

7. Limitation of Liability. Assignor’s liability under this Assignment shall be limited asset forth in Section 18 of the Agreement.

[SIGNATURE PAGE TO FOLLOW]

I-2

IN WITNESS WHEREOF, Assignor and Assignee have caused this Assignment to be executed as of the day and year first abovewritten.

ASSIGNOR:

RT 90 HUDSON, LLC,a Delaware limited liability company

By: Name: Its:

ASSIGNEE:

___________________________________,a

By: Name: Its:

I-3

State of ) SS:

I CERTIFY that on _______________,____, ______________ personally appeared before me and this person acknowledged underoath, to my satisfaction, that this person:

(a) signed the attached instrument as _______________, ____________ of ________________________, sole member of_________________ (the “Maker”); and

(b) was authorized to execute the attached instrument on behalf of the Maker; and

(c) executed the attached instrument as the act of such corporation on behalf of, and as the voluntary act of, the Maker.

_______________________________Notary Public

My Commission Expires:

State of ) SS:

I CERTIFY that on , 20_________, ________________ personally appeared before me and this person acknowledged under oath, tomy satisfaction, that this person:

(a) signed the attached instrument as _______________________, which is the member of __________________, the member of__________________, the limited liability company named in the attached document (“__________”); and

(b) was authorized to execute the attached instrument on behalf of __________; and

(c) executed the attached instrument as the act of such corporation on behalf of, and as the voluntary act of, ___________.

_______________________________Notary Public

My Commission Expires:

I-4

County of )

County of )

EXHIBIT A

I-5

Lord Abbett & Co. LLC Lease Agreement between 90 Hudson Street LLC and Lord, Abbett & Co. dated September 11, 1998

Memorandum of Lease between 90 Hudson Street LLC and Lord, Abbett & Co. dated September 11, 1998

Letter Agreement between 90 Hudson Street LLC and Lord, Abbett & Co. dated May 17, 1999

Lease Modification Agreement between 90 Hudson Street LLC and Lord, Abbett & Co. dated January 14, 2000

Second Lease Modification Agreement between 90 Hudson Street LLC and Lord, Abbett & Co. dated June 20, 2000

Third Lease Modification Agreement between 90 Hudson Street LLC and Lord, Abbett & Co. dated January 1, 2001

Third Lease Modification Agreement between 90 Hudson Street LLC and Lord, Abbett & Co. dated August 18, 2006

Letter Agreement between 90 Hudson Street LLC and Lord, Abbett & Co. dated July 31,

Consent to First Amendment to Sublease by and between NDB Capital Markets Corporation and Lord, Abbett & Co. LLC dated August 18, 2006

Letter Agreement between 90 Hudson Street LLC and Lord, Abbett & Co. dated August 18, 2006

Request for TI Allowance dated September 3, 2013, from James A. Barclay to Dennis Keyes

ROFO Notice Letter dated February 24, 2012, from Dennis Keyes of CB Richard Ellis Realty Trust to Lord, Abbett & Co., LLC

I-6

Notice to Call Exercise of Option dated January 9, 2014, from RT 90 Hudson, LLC to Lord, Abbett & Co. LLC

Fifth Lease Modification Agreement dated October 31, 2012, between RT 90 Hudson, LLC and Lord, Abbett & Co. LLC

Consent Letter for Stock Transfer between 90 Hudson Street LLC and NDB Acquisition Company, LLC dated December 21, 2007

Consent to Sublease between 90 Hudson Street LLC and National Discount Brokers Groups, Inc. dated July 31, 2003

Sublease Agreement between NDB and Lord, Abbett & Co., LLC dated July 31, 2003

Consent to First Amendment to Sublease between NDB Capital Markets Corp. and Lord, Abbett & Co. LLC dated August 18, 2006

New York SMSA Limited Partnership d/b/a Verizon Wireless

Modification No. 3 of Antenna Lease Agreement - Lease Modification Agreement between 90 Hudson Street LLC and New York SMSA Limited Partnership d/b/a Verizon Wireless dated September 8, 2010

Antenna Lease Agreement between 90 Hudson Street LLC and New York SMSA Limited Partnership dated February 14, 2002

Modification of Antenna Lease Agreement between 90 Hudson Street LLC and New York SMSA Limited Partnership d/b/a Verizon Wireless dated December 4, 2002

Modification No. 2 of Antenna Lease Agreement-Lease Modification Agreement between 90 Hudson Street LLC and New York SMSA Limited Partnership d/b/a Verizon Wireless dated October 2, 2009

Verizon Wireless Notice of Extension Exercise dated June 7, 2006

Cellular Telephone Company Cellular Telephone Company d/b/a AT&T Wireless Services dated December 21, 2001

I-7

New Cingular Wireless PCS, LLC d/b/a AT&T Mobility successor to Cellular Telephone Company Notice of Intent to Extend Lease term dated June 21, 2012

Tobmar International, Inc. t/a Gateway Newsstand

Lease dated November 8, 2000, between 90 Hudson LLC as Landlord and Tobmar International, Inc. t/a Gateway Newsstand, as Tenant

Lease Modification Agreement dated October 24, 2001, between 90 Hudson LLC as Landlord and Tobmar International, Inc. d/b/a Gateway Newsstand, as Tenant

Letter Modification Agreement dated February 26, 2004, between 90 Hudson LLC as Landlord and Tobmar International, Inc. d/b/a Gateway Newsstand, as Tenant

Second Lease Modification Agreement dated April 26, 2010, between 90 Hudson LLC as Landlord and Tobmar International, Inc. d/b/a Gateway Newsstand, as Tenant

Sidera Networks, LLC License Agreement dated January 24, 2001, between 90 Hudson Street, L.L.C. and Sidera Networks, LLC

Charles Komar & Sons, Inc. Lease Agreement dated December 1, 2014, between RT 90 Hudson, LLC and Charles Komar & Sons, Inc.

Commencement Date Agreement dated December 1, 2014, between RT 90 Hudson, LLC and Charles Komar & Sons, Inc.

EXHIBIT J

LANDLORD’S LAND LEASE ASSIGNMENT

ASSIGNMENT AND ASSUMPTION OF LEASE (Land Lease-Landlord’s Interest)

THIS ASSIGNMENT AND ASSUMPTION OF LEASE (this “Assignment”) is made and entered into as of the ___ day of ___________________, ___, (the "Effective Date"), by and between RT 90 HUDSON, LLC, a Delaware limited liability company(“Assignor”) and (“Assignee”).

W I T N E S S E T H:

WHEREAS, pursuant to that certain Agreement of Purchase and Sale dated ________, 2015 (the “Agreement”), Assignor and RT Hudson Urban Renewal, LLC (“Sellers”) agreed to sell to Assignee, and Assignee agreed to purchase from Sellers, that certain real propertylocated at 90 Hudson Street, Jersey City, New Jersey (the “Property”) ;

WHEREAS, Assignor desires to assign to Assignee all of its right, title and interest in and to that certain lease more fully described inExhibit A attached hereto and made a part hereof (collectively, the “Lease”), and Assignee desires to assume all obligations of Assignorthereunder;

NOW, THEREFORE, in consideration of TEN AND NO/100 DOLLARS ($10.00) and other good and valuable consideration, thereceipt, adequacy and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Assignment and Assumption. Assignor does hereby sell, assign, transfer and set over to Assignee all of Assignor’s right, title and interest as “Tenant” under the Lease, and Assignee hereby assumes and agrees to perform all of Assignor’s duties and obligations as “Tenant” under the Lease arising on and after the Effective Date.

2. Mutual Indemnification. Assignor shall indemnify, defend and hold Assignee harmless against and from any and all damages,claims, liabilities and costs (including reasonable attorney’s fees), expenses and causes of action that result from Assignor’s failure to perform its obligations under the Lease and that are attributable to the period prior to the Effective Date. Assignee shall indemnify, defend and holdAssignor harmless against and from any and all damages, claims, liabilities and costs (including reasonable attorney’s fees), expenses and causes of action that result from Assignee’s failure to perform its obligations under the Lease and that are attributable to the period on or afterthe Effective Date. The mutual indemnifications contained in this paragraph shall survive the Effective Date to the date (the “Termination Date”) occurring six (6) months after the Effective Date, at which time such mutual indemnifications shall terminate and be of no furtherforce and effect, except for any claims made prior to the Termination Date.

3. Successors and Assigns. This Assignment shall be binding upon and inure to the benefit of Assignor and Assignee and theirrespective successors and assigns.

J-1

4. Counterparts. This Assignment may be executed in two (2) or more counterpart copies, all of which counterparts shall have thesame force and effect as if the parties hereto had executed a single copy of this Assignment.

5. Governing Law. This Assignment shall be governed by and construed in accordance with the laws of the State of New Jersey.

6. Authority. Assignor and Assignee each represent and warrant to the other party: (a) the execution, delivery and performance ofthis Assignment have been duly approved by such party and no further action is required on the part of such party to execute, deliver andperform this Assignment; (b) the person(s) executing this Assignment on behalf of such party have all requisite authority to execute anddeliver this Assignment; and (c) this Assignment, as executed and delivered by such person(s), is valid, legal and binding on such party, andis enforceable against such party in accordance with its terms.

7. Limitation of Liability. Assignor’s liability under this Assignment shall be limited asset forth in Section 18 of the Agreement.

[SIGNATURE PAGE TO FOLLOW]

J-2

IN WITNESS WHEREOF, Assignor and Assignee have caused this Assignment to be executed as of the day and year first abovewritten.

ASSIGNOR:

RT 90 HUDSON, LLC,a Delaware limited liability company

By: Name: Its:

ASSIGNEE:

___________________________________,a

By: Name: Its:

J-3

State of ) SS:

I CERTIFY that on , 20__, ______________ personally appeared before me and this person acknowledged under oath, to mysatisfaction, that this person:

(a) signed the attached instrument as _______________, ____________ of ________________________, sole member of_________________ (the “Maker”); and

(b) was authorized to execute the attached instrument on behalf of the Maker; and

(c) executed the attached instrument as the act of such corporation on behalf of, and as the voluntary act of, the Maker.

_______________________________Notary Public

My Commission Expires:

State of ) SS:

I CERTIFY that on , 20_________, ________________ personally appeared before me and this person acknowledged under oath, tomy satisfaction, that this person:

(a) signed the attached instrument as _______________________, which is the member of __________________, the member of__________________, the limited liability company named in the attached document (“__________”); and

(b) was authorized to execute the attached instrument on behalf of __________; and

(c) executed the attached instrument as the act of such corporation on behalf of, and as the voluntary act of, ___________.

_______________________________Notary Public

My Commission Expires:

J-4

County of )

County of )

EXHIBIT A

Lease dated as of March 16, 1998 between 90 Hudson Street, L.L.C., a New Jersey limited liability company (“Hartz Land”), as landlord, and 90 Hudson Street Urban Renewal Associates, L.L.C., a New Jersey limited liability company (“Hartz Urban”), as tenant, a Memorandum of which dated March 16, 1998, was recorded February 23, 1999 in the Register’s Office in Deed Book 5403, page 72. By that certainAssignment and Assumption of Landlord’s Interest in Lease dated April 11, 2011 and recorded April 13, 2011 in the Register’s Office in Deed Book 8786, page 769, Hartz Land assigned all of its right, title and interest under the Land Lease to RT 90 Hudson, LLC, a Delawarelimited liability company. Hartz Urban assigned all of its rights, title and interest under the Land Lease to RT 90 Hudson Urban Renewal,LLC, a New Jersey limited liability company, by that certain Assignment and Assumption of Tenant’s Interest in Lease dated April 11, 2011 and recorded April 13, 2011 in the Register’s Office in Deed Book 8786, page 779.

J-5

EXHIBIT K

TENANT’S BUILDING LEASE ASSIGNMENT

ASSIGNMENT AND ASSUMPTION OF LEASE (Building Lease-Tenant’s Interest)

THIS ASSIGNMENT AND ASSUMPTION OF LEASE (this “Assignment”) is made and entered into as of the ___ day of ___________________, 20__, (the “Effective Date”), by and between RT 90 HUDSON, LLC, a Delaware limited liability company(“Assignor”) and (“Assignee”).

W I T N E S S E T H:

WHEREAS, pursuant to that certain Agreement of Purchase and Sale dated ________, 2015 (the “Agreement”), Assignor and RT 90 Hudson Urban Renewal, LLC (“Sellers”) agreed to sell to Assignee, and Assignee agreed to purchase from Sellers, that certain real propertylocated at 90 RT Hudson Street, Jersey City, New Jersey (the “Property”) ;

WHEREAS, Assignor desires to assign to Assignee all of its right, title and interest in and to that certain lease more fully described inExhibit A attached hereto and made a part hereof (collectively, the “Lease”), and Assignee desires to assume all obligations of Assignorthereunder;

NOW, THEREFORE, in consideration of TEN AND NO/100 DOLLARS ($10.00) and other good and valuable consideration, thereceipt, adequacy and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Assignment and Assumption. Assignor does hereby sell, assign, transfer and set over to Assignee all of Assignor’s right, title and interest as “Tenant” under the Lease, and Assignee hereby assumes and agrees to perform all of Assignor’s duties and obligations as “Tenant” under the Lease arising on and after the Effective Date.

2. Mutual Indemnification. Assignor shall indemnify, defend and hold Assignee harmless against and from any and all damages,claims, liabilities and costs (including reasonable attorney’s fees), expenses and causes of action that result from Assignor’s failure to perform its obligations under the Lease and that are attributable to the period prior to the Effective Date. Assignee shall indemnify, defend and holdAssignor harmless against and from any and all damages, claims, liabilities and costs (including reasonable attorney’s fees), expenses and causes of action that result from Assignee’s failure to perform its obligations under the Lease and that are attributable to the period on or afterthe Effective Date. The mutual indemnifications contained in this paragraph shall survive the Effective Date to the date (the “Termination Date”) occurring six (6) months after the Effective Date, at which time such mutual indemnifications shall terminate and be of no furtherforce and effect, except for any claims made prior to the Termination Date.

3. Successors and Assigns. This Assignment shall be binding upon and inure to the benefit of Assignor and Assignee and theirrespective successors and assigns.

K-1

4. Counterparts. This Assignment may be executed in two (2) or more counterpart copies, all of which counterparts shall have thesame force and effect as if the parties hereto had executed a single copy of this Assignment.

5. Governing Law. This Assignment shall be governed by and construed in accordance with the laws of the State of New Jersey.

6. Authority. Assignor and Assignee each represent and warrant to the other party: (a) the execution, delivery and performance ofthis Assignment have been duly approved by such party and no further action is required on the part of such party to execute, deliver andperform this Assignment; (b) the person(s) executing this Assignment on behalf of such party have all requisite authority to execute anddeliver this Assignment; and (c) this Assignment, as executed and delivered by such person(s), is valid, legal and binding on such party, andis enforceable against such party in accordance with its terms.

7. Limitation of Liability. Assignor’s liability under this Assignment shall be limited asset forth in Section 18 of the Agreement.

[SIGNATURE PAGE TO FOLLOW]

K-2

IN WITNESS WHEREOF, Assignor and Assignee have caused this Assignment to be executed as of the day and year first abovewritten.

ASSIGNOR:

RT 90 HUDSON, LLC,a Delaware limited liability company

By: Name: Its:

ASSIGNEE:

___________________________________,a

By: Name: Its:

K-3

State of ) SS:

I CERTIFY that on , 20__, ______________ personally appeared before me and this person acknowledged under oath, to mysatisfaction, that this person:

(a) signed the attached instrument as _______________, ____________ of ________________________, sole member of_________________ (the “Maker”); and

(b) was authorized to execute the attached instrument on behalf of the Maker; and

(c) executed the attached instrument as the act of such corporation on behalf of, and as the voluntary act of, the Maker.

_______________________________Notary Public

My Commission Expires:

State of ) SS:

I CERTIFY that on , 20_________, ________________ personally appeared before me and this person acknowledged under oath, tomy satisfaction, that this person:

(a) signed the attached instrument as _______________________, which is the member of __________________, the member of__________________, the limited liability company named in the attached document (“__________”); and

(b) was authorized to execute the attached instrument on behalf of __________; and

(c) executed the attached instrument as the act of such corporation on behalf of, and as the voluntary act of, ___________.

_______________________________Notary Public

My Commission Expires:

K-4

County of )

County of )

EXHIBIT A

Lease dated as of March 16, 1998, originally between 90 Hudson Street Urban Renewal Associates, L.L.C., a New Jersey limited liabilitycompany (“Hartz Urban”), as landlord, and 90 Hudson, LLC, a Delaware limited liability company (“Hartz Land”), as tenant, a Memorandum of which was recorded February 23, 1999 in the Register’s Office in Deed Book 5403, page 77. Hartz Urban assigned all of its right, title andinterest under the Building Lease to RT 90 Hudson Urban Renewal, LLC, a New Jersey limited liability company, by that certain Assignmentand Assumption of Landlord’s Interest in Lease dated April 11, 2011 and recorded April 13, 2011 in the Register’s Office in Deed Book 8786, page 790. Hartz Land assigned all of its right, title and interest under the Building Lease to RT 90 Hudson, LLC, a Delaware limitedliability company, by that certain Assignment and Assumption of Tenant’s Interest in Lease dated April 11, 2011 and recorded April 13, 2011in the Register’s Office in Deed Book 8786, page 798.

K-5

EXHIBIT L

TENANT’S LAND LEASE ASSIGNMENT

ASSIGNMENT AND ASSUMPTION OF LEASE (Land Lease-Tenant’s Interest)

THIS ASSIGNMENT AND ASSUMPTION OF LEASE (this “Assignment”) is made and entered into as of the ___ day of ___________________, 20__, (the “Effective Date”), by and between RT 90 HUDSON URBAN RENEWAL, LLC, a Delaware limitedliability company (“Assignor”) and (“Assignee”).

W I T N E S S E T H:

WHEREAS, pursuant to that certain Agreement of Purchase and Sale dated ________, 2015 (the “Agreement”), Assignor and RT Hudson, LLC (“Sellers”) agreed to sell to Assignee, and Assignee agreed to purchase from Sellers, that certain real property located at 90Hudson Street, Jersey City, New Jersey (the “Property”) ;

WHEREAS, Assignor desires to assign to Assignee all of its right, title and interest in and to that certain lease more fully described inExhibit A attached hereto and made a part hereof (collectively, the “Lease”), and Assignee desires to assume all obligations of Assignorthereunder;

NOW, THEREFORE, in consideration of TEN AND NO/100 DOLLARS ($10.00) and other good and valuable consideration, thereceipt, adequacy and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Assignment and Assumption. Assignor does hereby sell, assign, transfer and set over to Assignee all of Assignor’s right, title and interest as “Tenant” under the Lease, and Assignee hereby assumes all of Assignor’s duties and obligations as “Tenant” under the Lease arising on and after the Effective Date.

2. Mutual Indemnification. Assignor shall indemnify, defend and hold Assignee harmless against and from any and all damages,claims, liabilities and costs (including reasonable attorney’s fees), expenses and causes of action that result from Assignor’s failure to perform its obligations under the Lease and that are attributable to the period prior to the Effective Date. Assignee shall indemnify, defend and holdAssignor harmless against and from any and all damages, claims, liabilities and costs (including reasonable attorney’s fees), expenses and causes of action that result from Assignee’s failure to perform its obligations under the Lease and that are attributable to the period on or afterthe Effective Date. The mutual indemnifications contained in this paragraph shall survive the Effective Date to the date (the “Termination Date”) occurring six (6) months after the Effective Date, at which time such mutual indemnifications shall terminate and be of no furtherforce and effect, except for any claims made prior to the Termination Date.

3. Successors and Assigns. This Assignment shall be binding upon and inure to the benefit of Assignor and Assignee and theirrespective successors and assigns.

L-1

4. Counterparts. This Assignment may be executed in two (2) or more counterpart copies, all of which counterparts shall have thesame force and effect as if the parties hereto had executed a single copy of this Assignment.

5. Governing Law. This Assignment shall be governed by and construed in accordance with the laws of the State of New Jersey.

6. Authority. Assignor and Assignee each represent and warrant to the other party: (a) the execution, delivery and performance of this Assignment have been duly approved by such party and no further action is required on the part of such party to execute, deliver andperform this Assignment; (b) the person(s) executing this Assignment on behalf of such party have all requisite authority to execute anddeliver this Assignment; and (c) this Assignment, as executed and delivered by such person(s), is valid, legal and binding on such party, andis enforceable against such party in accordance with its terms.

7. Limitation of Liability. Assignor’s liability under this Assignment shall be limited asset forth in Section 18 of the Agreement.

[SIGNATURE PAGE TO FOLLOW]

L-2

IN WITNESS WHEREOF, Assignor and Assignee have caused this Assignment to be executed as of the day and year first abovewritten.

ASSIGNOR:

RT 90 HUDSON URBAN RENEWAL, LLC,a New Jersey limited liability company

By: Name: Its:

ASSIGNEE:

___________________________________,a

By: Name: Its:

L-3

State of ) SS:

I CERTIFY that on , 20__, ______________ personally appeared before me and this person acknowledged under oath, to mysatisfaction, that this person:

(a) signed the attached instrument as _______________, ____________ of ________________________, sole member of_________________ (the “Maker”); and

(b) was authorized to execute the attached instrument on behalf of the Maker; and

(c) executed the attached instrument as the act of such corporation on behalf of, and as the voluntary act of, the Maker.

_______________________________Notary Public

My Commission Expires:

State of ) SS:

I CERTIFY that on , 20_________, ________________ personally appeared before me and this person acknowledged under oath, tomy satisfaction, that this person:

(a) signed the attached instrument as _______________________, which is the member of __________________, the member of__________________, the limited liability company named in the attached document (“__________”); and

(b) was authorized to execute the attached instrument on behalf of __________; and

(c) executed the attached instrument as the act of such corporation on behalf of, and as the voluntary act of, ___________.

_______________________________Notary Public

My Commission Expires:

L-4

County of )

County of )

EXHIBIT A

Lease dated as of March 16, 1998 between 90 Hudson Street, L.L.C., a New Jersey limited liability company (“Hartz Land”), as landlord, and 90 Hudson Street Urban Renewal Associates, L.L.C., a New Jersey limited liability company (“Hartz Urban”), as tenant, a Memorandum of which dated March 16, 1998, was recorded February 23, 1999 in the Register’s Office in Deed Book 5403, page 72. By that certainAssignment and Assumption of Landlord’s Interest in Lease dated April 11, 2011 and recorded April 13, 2011 in the Register’s Office in Deed Book 8786, page 769, Hartz Land assigned all of its right, title and interest under the Land Lease to RT 90 Hudson, LLC, a Delawarelimited liability company. Hartz Urban assigned all of its rights, title and interest under the Land Lease to RT 90 Hudson Urban Renewal,LLC, a New Jersey limited liability company, by that certain Assignment and Assumption of Tenant’s Interest in Lease dated April 11, 2011 and recorded April 13, 2011 in the Register’s Office in Deed Book 8786, page 779.

L-5

EXHIBIT M

LANDLORD’S BUILDING LEASE ASSIGNMENT

ASSIGNMENT AND ASSUMPTION OF LEASE (Building Lease-Landlord’s Interest)

THIS ASSIGNMENT AND ASSUMPTION OF LEASE (this “Assignment”) is made and entered into as of the ___ day of ___________________, 20__, (the “Effective Date”), by and between RT 90 HUDSON URBAN RENEWAL, LLC, a Delaware limitedliability company (“Assignor”) and (“Assignee”).

W I T N E S S E T H:

WHEREAS, pursuant to that certain Agreement of Purchase and Sale dated ________, 2015 (the “Agreement”), Assignor and RT 90 Hudson, LLC (“Sellers”) agreed to sell to Assignee, and Assignee agreed to purchase from Sellers, that certain real property located at 90Hudson Street, Jersey City, New Jersey (the “Property”) ;

WHEREAS, Assignor desires to assign to Assignee all of its right, title and interest in and to that certain lease more fully described inExhibit A attached hereto and made a part hereof (collectively, the “Lease”), and Assignee desires to assume all obligations of Assignorthereunder;

NOW, THEREFORE, in consideration of TEN AND NO/100 DOLLARS ($10.00) and other good and valuable consideration, thereceipt, adequacy and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Assignment and Assumption. Assignor does hereby sell, assign, transfer and set over to Assignee all of Assignor’s right, title and interest as “Landlord” under the Lease, and Assignee hereby assumes and agrees to perform all of Assignor’s duties and obligations as “Landlord” under the Lease arising on and after the Effective Date.

2. Mutual Indemnification. Assignor shall indemnify, defend and hold Assignee harmless against and from any and all damages,claims, liabilities and costs (including reasonable attorney’s fees), expenses and causes of action that result from Assignor’s failure to perform its obligations under the Lease and that are attributable to the period prior to the Effective Date. Assignee shall indemnify, defend and holdAssignor harmless against and from any and all damages, claims, liabilities and costs (including reasonable attorney’s fees), expenses and causes of action that result from Assignee’s failure to perform its obligations under the Lease and that are attributable to the period on or afterthe Effective Date. The mutual indemnifications contained in this paragraph shall survive the Effective Date to the date (the “Termination Date”) occurring six (6) months after the Effective Date, at which time such mutual indemnifications shall terminate and be of no furtherforce and effect, except for any claims made prior to the Termination Date.

3. Successors and Assigns. This Assignment shall be binding upon and inure to the benefit of Assignor and Assignee and theirrespective successors and assigns.

M-1

4. Counterparts. This Assignment may be executed in two (2) or more counterpart copies, all of which counterparts shall have thesame force and effect as if the parties hereto had executed a single copy of this Assignment.

5. Governing Law. This Assignment shall be governed by and construed in accordance with the laws of the State of New Jersey.

6. Authority. Assignor and Assignee each represent and warrant to the other party: (a) the execution, delivery and performance ofthis Assignment have been duly approved by such party and no further action is required on the part of such party to execute, deliver andperform this Assignment; (b) the person(s) executing this Assignment on behalf of such party have all requisite authority to execute anddeliver this Assignment; and (c) this Assignment, as executed and delivered by such person(s), is valid, legal and binding on such party, andis enforceable against such party in accordance with its terms.

7. Limitation of Liability. Assignor’s liability under this Assignment shall be limited asset forth in Section 18 of the Agreement.

[SIGNATURE PAGE TO FOLLOW]

M-2

IN WITNESS WHEREOF, Assignor and Assignee have caused this Assignment to be executed as of the day and year first abovewritten.

ASSIGNOR:

RT 90 HUDSON URBAN RENEWAL, LLC,a New Jersey limited liability company

By: Name: Its:

ASSIGNEE:

___________________________________,a

By: Name: Its:

M-3

State of ) SS:

I CERTIFY that on , 20__, ______________ personally appeared before me and this person acknowledged under oath, to mysatisfaction, that this person:

(a) signed the attached instrument as _______________, ____________ of ________________________, sole member of_________________ (the “Maker”); and

(b) was authorized to execute the attached instrument on behalf of the Maker; and

(c) executed the attached instrument as the act of such corporation on behalf of, and as the voluntary act of, the Maker.

_______________________________Notary Public

My Commission Expires:

State of ) SS:

I CERTIFY that on , 20_________, ________________ personally appeared before me and this person acknowledged under oath, tomy satisfaction, that this person:

(a) signed the attached instrument as _______________________, which is the member of __________________, the member of__________________, the limited liability company named in the attached document (“__________”); and

(b) was authorized to execute the attached instrument on behalf of __________; and

(c) executed the attached instrument as the act of such corporation on behalf of, and as the voluntary act of, ___________.

_______________________________Notary Public

My Commission Expires:

M-4

County of )

County of )

EXHIBIT A

Lease dated as of March 16, 1998, originally between 90 Hudson Street Urban Renewal Associates, L.L.C., a New Jersey limited liabilitycompany (“Hartz Urban”), as landlord, and 90 Hudson, LLC, a Delaware limited liability company (“Hartz Land”), as tenant, a Memorandum of which was recorded February 23, 1999 in the Register’s Office in Deed Book 5403, page 77. Hartz Urban assigned all of itsright, title and interest under the Building Lease to RT 90 Hudson Urban Renewal, LLC, a New Jersey limited liability company, by thatcertain Assignment and Assumption of Landlord’s Interest in Lease dated April 11, 2011 and recorded April 13, 2011 in the Register’s Office in Deed Book 8786, page 790. Hartz Land assigned all of its right, title and interest under the Building Lease to RT 90 Hudson, LLC,a Delaware limited liability company, by that certain Assignment and Assumption of Tenant’s Interest in Lease dated April 11, 2011 and recorded April 13, 2011 in the Register’s Office in Deed Book 8786, page 798.

M-5

EXHIBIT N

FINANCIAL AGREEMENT ASSIGNMENT

ASSIGNMENT AND ASSUMPTION OF FINANCIAL AGREEMENT

THIS ASSIGNMENT AND ASSUMPTION OF FINANCIAL AGREEMENT (this “Assignment”) is made and entered into as of the ___ day of ___________________, 20__, (the “Effective Date”), by and between RT 90 HUDSON URBAN RENEWAL, LLC, a NewJersey limited liability company (“Assignor”) and (“Assignee”).

W I T N E S S E T H:

WHEREAS, pursuant to that certain Agreement of Purchase and Sale dated ________, 2015 (the “Agreement”), Assignor and RT 90 Hudson, LLC (“Sellers”) agreed to sell to Assignee, and Assignee agreed to purchase from Sellers, that certain real property located at 90Hudson Street, Jersey City, New Jersey (the “Property”) ;

WHEREAS, Assignor desires to assign to Assignee all of its right, title and interest in and to that certain Financial Agreement datedMay 13, 1998 (the “Financial Agreement”), now between Assignor and the City of Jersey City, New Jersey, and Assignee desires to assumeall obligations of Assignor thereunder;

NOW, THEREFORE, in consideration of TEN AND NO/100 DOLLARS ($10.00) and other good and valuable consideration, thereceipt, adequacy and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Assignment and Assumption. Assignor does hereby sell, assign, transfer and set over to Assignee all of Assignor’s right, title and interest under the Financial Agreement, and Assignee hereby assumes and agrees to perform all of Assignor’s duties and obligations under the Financial Agreement arising on and after the Effective Date hereof.

2. Mutual Indemnification. Assignor shall indemnify, defend and hold Assignee harmless against and from any and all damages,claims, liabilities and costs (including reasonable attorney’s fees), expenses and causes of action that result from Assignor’s failure to perform its obligations under the Financial Agreement and that are attributable to the period prior to the Effective Date. Assignee shall indemnify,defend and hold Assignor harmless against and from any and all damages, claims, liabilities and costs (including reasonable attorney’s fees), expenses and causes of action that result from Assignee’s failure to perform its obligations under the Financial Agreement and that areattributable to the period on or after the Effective Date. The mutual indemnifications contained in this paragraph shall survive the EffectiveDate to the date (the “Termination Date”) occurring six (6) months after the Effective Date, at which time such mutual indemnifications shallterminate and be of no further force and effect, except for any claims made prior to the Termination Date.

N-1

3. Successors and Assigns. This Assignment shall be binding upon and inure to the benefit of Assignor and Assignee and theirrespective successors and assigns.

4. Counterparts. This Assignment may be executed in two (2) or more counterpart copies, all of which counterparts shall have thesame force and effect as if the parties hereto had executed a single copy of this Assignment.

5. Governing Law. This Assignment shall be governed by and construed in accordance with the laws of the State of New Jersey.

6. Authority. Assignor and Assignee each represent and warrant to the other party: (a) the execution, delivery and performance ofthis Assignment have been duly approved by such party and no further action is required on the part of such party to execute, deliver andperform this Assignment; (b) the person(s) executing this Assignment on behalf of such party have all requisite authority to execute anddeliver this Assignment; and (c) this Assignment, as executed and delivered by such person(s), is valid, legal and binding on such party, andis enforceable against such party in accordance with its terms.

7. Limitation of Liability. Assignor’s liability under this Assignment shall be limited asset forth in Section 18 of the Agreement.

[SIGNATURE PAGE TO FOLLOW]

N-2

IN WITNESS WHEREOF, Assignor and Assignee have caused this Assignment to be executed as of the day and year first abovewritten.

ASSIGNOR:

RT 90 HUDSON URBAN RENEWAL, LLC,a New Jersey limited liability company

By: Name: Its:

ASSIGNEE:

___________________________________,a

By: Name: Its:

N-3

EXHIBIT O

ASSIGNMENT OF SERVICE CONTRACTS

ASSIGNMENT AND ASSUMPTION OF SERVICE CONTRACTS

THIS ASSIGNMENT AND ASSUMPTION OF SERVICE CONTRACTS (this “Assignment”) is made and entered into as of the ___ day of ___________________, 20__, by and between RT 90 HUDSON, LLC, a Delaware limited liability company (“Assignor”) and (“Assignee”).

W I T N E S S E T H:

WHEREAS, pursuant to that certain Agreement of Purchase and Sale dated ________, 2015, Assignor and RT 90 Hudson UrbanRenewal, LLC (“Sellers”) agreed to sell to Assignee, and Assignee agreed to purchase from Sellers, that certain real property located at 90Hudson Street, Jersey City, New Jersey (the “Property”) ;

WHEREAS, Assignor desires to assign to Assignee all of its right, title and interest in and to those certain service contracts more fullydescribed in Exhibit A attached hereto and made a part hereof (collectively, the “Service Contracts”), and Assignee desires to assume all obligations of Assignor thereunder;

NOW, THEREFORE, in consideration of TEN AND NO/100 DOLLARS ($10.00) and other good and valuable consideration, thereceipt, adequacy and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Assignment and Assumption. Assignor does hereby sell, assign, transfer and set over to Assignee all of Assignor’s right, title and interest under the Service Contracts, and Assignee hereby assumes and agrees to perform all of Assignor’s duties and obligations under the Service Contracts arising following the Effective Date.

2. Successors and Assigns. This Assignment shall be binding upon and inure to the benefit of Assignor and Assignee and theirrespective successors and assigns.

3. Counterparts. This Assignment may be executed in two (2) or more counterpart copies, all of which counterparts shall have thesame force and effect as if the parties hereto had executed a single copy of this Assignment.

4. Governing Law. This Assignment shall be governed by and construed in accordance with the laws of the State of New Jersey.

5. Authority. Assignor and Assignee each represent and warrant to the other party: (a) the execution, delivery and performance ofthis Assignment have been duly approved by such party and no further action is required on the part of such party to execute, deliver andperform this

O-1

Assignment; (b) the person(s) executing this Assignment on behalf of such party have all requisite authority to execute and deliver thisAssignment; and (c) this Assignment, as executed and delivered by such person(s), is valid, legal and binding on such party, and isenforceable against such party in accordance with its terms.

[SIGNATURE PAGE TO FOLLOW]

O-2

IN WITNESS WHEREOF, Assignor and Assignee have caused this Assignment to be executed as of the day and year first abovewritten.

ASSIGNOR:

RT 90 HUDSON, LLC,a Delaware limited liability company

By: Name: Its:

ASSIGNEE:

___________________________________,a

By: Name: Its:

O-3

EXHIBIT P

DEED

Record and return to: Prepared by: ______________________

DEED

This Deed is made as of ___________________, 20____:

BETWEEN

RT 90 HUDSON, LLC, a Delaware limited liability company, having an address at c/o Chambers Street Properties, 47 Hulfish Street, Suite 210, Princeton, New Jersey 08542

referred to as the “Grantor”.

AND

referred to as the “Grantee”.

The words “Grantor” and “Grantee” shall mean all the Grantors and all the Grantees listed above.

Transfer of Ownership. The Grantor grants and conveys (transfers ownership of) the property described below to the Grantee. This transfer is made for the sum of _________________________________________ ($______________________). The Grantor acknowledges receipt of this money.

Tax Map Reference. (N.J.S.A. 46:26A-3) City of Jersey City, County of Hudson, New Jersey.

Block 6, Lot 15

Property. The property (“Property”) consists of that certain tract of land and all improvements thereon located in the City of Jersey City, County of Hudson and State of New Jersey. The legal description is:

See Exhibit A attached hereto and made a part hereof.

P-1

BEING the same lands and premises conveyed to Grantor by deed from 90 Hudson Street, L.L.C., a New Jersey limited liability company, dated April 11, 2011, recorded on April 13, 2011 in the Office of the Clerk/Register of Hudson County in Deed Book 8786 at Page 760.

SUBJECT to all restrictions and easements of record.

Promises by Grantor. The Grantor promises that the Grantor has done no act to encumber the Property. This promise is called a “covenant as to grantor’s acts” (N.J.S.A. 46:4-6). This promise means that the Grantor has not allowed anyone else to obtain any legal rights which affect the Property (such as by making a mortgage or allowing a judgment to be entered against the Grantor).

[NOTE: If the Existing Loan is assumed by Buyer, then the warranty of title provided herein shall be subject to the Existing Loan Documents, a schedule of which will be attached hereto.]

Signatures. The Grantor signs this Deed as of the date at the top of the first page.

O-1

RT 90 HUDSON, LLC,a Delaware limited liability company

By: _________________________________Name: ______________________________Its: _________________________________

STATE OF NEW JERSEY

SS.:COUNTY OF

I CERTIFY that on ______________ ___, 20___, ___________________________________, personally came before me and stated under oath, to my satisfaction, that:

____________________________Notary Public

P-2

a. this person is the __________________________ of RT 90 HUDSON, LLC, the Delaware limited liability company named in this instrument;

b. this person is authorized by the limited liability company to sign and deliver this instrument on behalf of the limited liability company;

c. this instrument was signed and delivered by the limited liability company as its voluntary act and deed; and

d. the full and actual consideration paid or to be paid for the transfer of title is $_______________________________. (Such consideration is defined in N.J.S.A. 46:15-5).

EXHIBIT A

LEGAL DESCRIPTION

P-3

FIRST AMENDMENT TO AGREEMENT OF PURCHASE AND SALE

(90 Hudson Street, Jersey City, New Jersey)

This First Amendment to Agreement of Purchase and Sale (this “Amendment”) is made as of January 15, 2016 (the “Effective Date”) by and between RT 90 HUDSON, LLC, a Delaware limited liability company, and RT 90 HUDSON URBAN RENEWAL, LLC, a New Jersey limited liability company (together, “Seller”), and SSC IV INVESTOR, LLC, a Delaware limited liability company, and SSC V INVESTOR, LLC, a Delaware limited liability company (together, “Buyer”).

RECITALS

A. Seller and Buyer entered into that certain Agreement of Purchase and Sale, dated as of November 9, 2015 (the “Purchase Agreement”), with respect to the purchase and sale of certain real property and the improvements thereon located in Jersey City, New Jersey, as more particularly described in the Purchase Agreement.

B. Seller and Buyer desire to amend the Purchase Agreement as more particularly set forth in this Amendment.

AGREEMENTS

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Buyer hereby agree as follows:

1. Capitalized Terms. All capitalized terms used herein and not defined herein shall have the meanings set forth in the Purchase Agreement.

2. Tenant Estoppel Condition. Section 8.1.2 of the Purchase Agreement is hereby deleted in its entirety and replaced with the following:

If the Tenant Estoppel Condition is not satisfied or waived by Buyer on or prior to May 1, 2016, Buyer may terminate this Agreement, in which event the Deposit, including all interest earned thereon, shall be promptly returned to Buyer and the parties shall be released from all further obligations and liabilities hereunder, except with respect to the covenants and indemnities set forth in Sections 4, 6.1, 6.3, 13, and 19.14 (collectively, the “Surviving Obligations”).

3. 70 Hudson Property Closing. Section 8.1.3 of the Purchase Agreement is hereby deleted in its entirety.

4. Consent and Release by Existing Lender. Section 8.2.2 of the Purchase Agreement is hereby amended to provide that“Buyer’s Guarantor” shall be either SSC IV, L.P., a Delaware limited partnership, or SSC V, L.P., a Delaware limited partnership, as requiredby Existing Lender.

1

5. Joint Conditions. The first and second sentences of Section 8.2.3 of the Purchase Agreement are hereby deleted in their entirety and replaced with the following:

If any one or more of the Joint Conditions is not satisfied on or prior to May 1, 2016, then either Buyer or Seller may terminatethis Agreement in which event the Deposit, including all interest earned thereon, shall be promptly returned to Buyer and the partiesshall be released from all further obligations and liabilities hereunder, except with respect to the Surviving Obligations and theWithdrawal Request.

6. Closing; Time and Place. The first sentence of Section 9.1 of the Purchase Agreement is hereby deleted in its entirety and replaced with the following:

The closing contemplated by this Agreement (the “Closing”) shall take place on the date ("Closing Date") (A) that is five (5) Business Days after the later to occur of (i) the satisfaction of the Tenant Estoppel Condition and the Joint Conditions, and (ii) thereceipt of the letter from the Director of the Division more fully described in the third sentence of Section 20 below and (B) on whichthe 70 Hudson Closing occurs or, as soon as possible thereafter subject to clause (A) of this sentence, or on such other date asmutually agreed upon by the parties in writing; provided, however, that in no event shall the Closing occur after May 1, 2016.

7. Bulk Sales Notice. Section 20 of the Purchase Agreement is hereby amended to insert the following sentence:

“Buyer shall submit the Tax Notification to the Director of the Division by January 31, 2016.”

8. Full Force and Effect. Except as amended by this Amendment, the Purchase Agreement is unmodified hereby, and as modified by this Amendment, the Purchase Agreement remains in full force and effect. The terms of this Amendment are hereby incorporated into the Purchase Agreement as if set forth fully therein. In the event of a conflict between the terms in the Purchase Agreement and the terms of this Amendment, this Amendment shall prevail.

9. Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original andboth of which together shall constitute one and the same agreement. This Amendment may be executed by a party's signature transmitted byfacsimile ("fax") or by electronic mail in portable document format ("pdf"), and copies of this Amendment executed and delivered by meansof faxed or pdf signatures shall have the same force and effect as copies hereof executed and delivered with original signatures. All partieshereto may rely upon faxed or pdf signatures as if such signatures were originals. All parties hereto agree that a faxed or pdf signature pagemay be introduced into evidence in any proceeding arising out of or related to this Amendment as if it were an original signature page. Eachsignatory of this Amendment represents hereby that he or she has the authority to execute and deliver it on behalf of the party hereto forwhich such signatory is acting.

[Signature Page Follows]

2

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the day and year first abovewritten.

SELLER:

RT 90 HUDSON, LLC,a Delaware limited liability company

By: /s/ Alan B. Rothschild Name: Alan B. Rothschild Title: Managing Director

RT 90 HUDSON URBAN RENEWAL, LLC, a New Jersey limited liability company

By: /s/ Alan B. Rothschild Name: Alan B. Rothschild Title: Managing Director

BUYER:

SSC IV INVESTOR, LLC,a Delaware limited liability company

By: /s/ John S. Grassi Name: John S. Grassi Title: President

SSC V INVESTOR, LLC,a Delaware limited liability company

By: /s/ John S. Grassi Name: John S. Grassi Title: President

3

SECOND AMENDMENT TO AGREEMENT OF PURCHASE AND SALE

(90 Hudson Street, Jersey City, New Jersey)

THIS SECOND AMENDMENT TO AGREEMENT OF PURCHASE AND SALE (this “Amendment”) is made as of February 22, 2016 (the “Effective Date”) by and between RT 90 HUDSON, LLC, a Delaware limited liability company, and RT 90 HUDSONURBAN RENEWAL, LLC, a New Jersey limited liability company (together, “Seller”), and 90 HUDSON WATERFRONT, LLC, a Delaware limited liability company (“Buyer”).

RECITALS

A. Seller, as seller, and SSC IV Investor, LLC, a Delaware limited liability company, and SSC V Investor, LLC, a Delawarelimited liability company, as buyer (together, “Original Buyer”), entered into that certain Agreement of Purchase and Sale dated as ofNovember 9, 2015, as amended by that certain First Amendment to Agreement of Purchase and Sale (90 Hudson Street, Jersey City, NewJersey) dated January 15, 2016 (collectively, the “Purchase Agreement”), with respect to the purchase and sale of certain real property and theimprovements thereon located at 90 Hudson Street in Jersey City, New Jersey, as more particularly described in the Purchase Agreement. Bythat certain Assignment and Assumption Agreement of Purchase and Sale of even date herewith, Original Buyer assigned and transferred toBuyer all of Original Buyer’s right, title and interest in, to and under the Purchase Agreement.

B. Seller and Buyer desire to amend the Purchase Agreement as more particularly set forth in this Amendment.

AGREEMENTS

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller andBuyer hereby agree as follows:

1. Capitalized Terms. All capitalized terms used herein and not defined herein shall have the meanings set forth in the

Purchase Agreement.

2. Definitions.

(i) The defined term “Guarantor” is hereby deleted in its entirety and replaced with the following:

“Guarantor” means GPT Operating Partnership LP, formerly known as CSP Operating Partnership, LP and CBRE OperatingPartnership, L.P.

3. Financial Agreement Condition. Section 8.2.1 of the Purchase Agreement is hereby deleted in its entirety.

4

4. Termination Notice. A new Section 9.6 is hereby added to the Purchase Agreement to read as follows:

9.6 Financial Agreement Notice. At the Closing, Seller shall execute and deliver to Escrow Agent a notice of termination ofthe Financial Agreement addressed to the City and in the form of Exhibit Q attached hereto (the “Termination Notice”), together with instructions to Escrow Agent that the Termination Notice shall be held by Escrow Agent unless and untildirected in writing by Buyer either to deliver the Termination Notice to the City or to Buyer. In addition, at the Closing,Escrow Agent shall collect from each of Seller and Buyer an amount equal to one-half (1/2) of the administrative or transfer fee charged by the City in connection with the assignment of the Financial Agreement to Buyer (the “Transfer Fee”). The Transfer Fee shall be paid by Escrow Agent (i) to the City if Buyer directs that the Termination Notice be delivered to Buyeror (ii) reimbursed one-half (1/2) to Seller and one-half (1/2) to Buyer, if Buyer directs that the Termination Notice be deliveredto the City.

5. Failure of Joint Conditions. The term “Joint Conditions” contained in Section 8.2.3 of the Purchase Agreement ishereby amended to mean and refer only to the Loan Assumption Condition.

6. Closing; Time and Place. Section 9.1 of the Purchase Agreement is hereby deleted in its entirety and replaced with thefollowing:

9.1 Time and Place. The closing contemplated by this Agreement (the “Closing”) shall take place on February 25, 2016 (the “Closing Date”) or such other date as mutually agreed upon by the parties in writing; provided, however, that the Closing shallnot occur prior to the “Closing” under the 70 Hudson PSA. The Closing shall be conducted through an escrow with EscrowAgent. Time is of the essence with respect to the Closing.

7. Tenant Inducement Costs. With respect to Section 10(d) of the Purchase Agreement, the amount of TenantInducement Costs under the Occupancy Lease with Charles Komar & Sons, Inc. to be credited to Buyer will be calculated as of the ClosingDate, it being understood that the $16,166,081 in outstanding inducements initially specified in Section 10(d) of the Purchase Agreement wascalculated as of November 9, 2015.

8. Full Force and Effect. Except as amended by this Amendment, the Purchase Agreement is unmodified hereby, and asmodified by this Amendment, the Purchase Agreement remains in full force and effect. The terms of this Amendment are hereby incorporatedinto the Purchase Agreement as if set forth fully therein. In the event of a conflict between the terms in the Purchase Agreement and the termsof this Amendment, this Amendment shall prevail.

9. Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be deemed an originaland both of which together shall constitute one and the same agreement. This Amendment may be executed by a party's signature transmittedby facsimile ("fax") or by electronic mail in portable document format ("pdf"), and copies of this

5

Amendment executed and delivered by means of faxed or pdf signatures shall have the same force and effect as copies hereof executed anddelivered with original signatures. All parties hereto may rely upon faxed or pdf signatures as if such signatures were originals. All partieshereto agree that a faxed or pdf signature page may be introduced into evidence in any proceeding arising out of or related to this Amendmentas if it were an original signature page.

Each signatory of this Amendment represents hereby that he or she has the authority to execute and deliver it on behalf of the partyhereto for which such signatory is acting.

[Signature Page Follows]

6

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the day and year first abovewritten.

SELLER:

RT 90 HUDSON, LLC,a Delaware limited liability company

By: /s/ Alan B. Rothschild Name: Alan B. Rothschild Title: Managing Director

RT 90 HUDSON URBAN RENEWAL, LLC, a New Jersey limited liability company

By: /s/ Alan B. Rothschild Name: Alan B. Rothschild Title: Managing Director

BUYER:

90 HUDSON WATERFRONT, LLC,a Delaware limited liability company

By: /s/ John S. Grassi Name: John S. Grassi Title: President

7

EXHIBIT Q

March ___, 2016

VIA CERTIFIED MAIL RETURN RECEIPT REQUESTED

Honorable Steven M. Fulop, MayorCity of Jersey CityCity Hall280 Grove StreetJersey City, New Jersey 07302

City of Jersey City, Office of the City ClerkCity Hall280 Grove StreetJersey City, New Jersey 07302

Dear Mayor Fulop and City Clerk Byrne:

As you are aware, RT 90 Hudson Urban Renewal, LLC (“RT 90 Hudson”) conveyed all of its interests in property commonly knownas 90 Hudson Street, Jersey City, New Jersey and currently designated as Block 6, Lot 15 (formerly known as Block 6, Lot 1A), on theOfficial Tax Assessor’s Map of the City of Jersey City (the “Project”) to 90 Hudson Waterfront Urban Renewal, LLC (“90 Hudson Waterfront”) on February 25, 2016. The Project is currently subject to that certain Financial Agreement, dated May 13, 1998 (the “Financial Agreement”), with the City of Jersey City (the “City”) granting a 20 year tax exemption for the Project. Pursuant to City Ordinance 16-035, which the Municipal Council of the City passed on February 24, 2016, the City consented to such transfer and such consent was to be furthermemorialized by a Consent to Assignment of Financial Agreement and Assumption of Financial Agreement Among RT 90 Hudson, 90Hudson Waterfront and the City (the “Consent Agreement”). Due to unforeseen delays, RT 90 Hudson, 90 Hudson Waterfront and the Cityare unable to execute the Consent Agreement as of the date hereof.

Accordingly, please be advised that, pursuant to Section 12.2 of the Financial Agreement, RT 90 Hudson and 90 Hudson Waterfronthereby terminate the Financial Agreement and relinquish the tax exempt status of the Project effective as of 11:59 p.m. Eastern Standard Timeon February 24, 2016. RT 90 Hudson will comply with the financial accounting requirements required pursuant to Section 12.3 of theFinancial Agreement and any other requirements of the Financial Agreement with respect to such termination.

8

RE: NOTICE OF TERMINATION OF 90 HUDSON STREET FINANCIAL AGREEMENT

Thank you for your time and anticipated cooperation with respect to this matter. Please be guided accordingly.

Very truly yours,

RT 90 HUDSON URBAN RENEWAL, LLC

By: _______________________________________Name: Title:

90 HUDSON WATERFRONT URBAN RENEWAL, LLC

By: _______________________________________Name: Title:

cc: Anthony Cruz, Director, HEDCMaureen Cosgrove, CMFO/CTC, Office of Abatement ManagementRobert J. Kakoleski, CMFO, Business AdministratorJoanne Monahan, Corporation CounselJohn Hallanan, Assistant Corporation Counsel

9(Back To Top)

Exhibit 10.52

AGREEMENT OF PURCHASE AND SALE

between

RT 70 HUDSON, LLC and

RT 70 HUDSON URBAN RENEWAL, LLC

Sellers

and

SSC IV INVESTOR, LLC and

SSC V INVESTOR, LLC

Buyer

Section 3: EX-10.52 (EXHIBIT 10.52)

TABLE OF CONTENTS

EXHIBITS

A - Legal DescriptionB - Escrow AgreementC - Schedule of Occupancy LeaseD - Schedule of Service ContractsE - Diligence ChecklistF - Bill of SaleG - Occupancy Lease AssignmentH - Landlord’s Land Lease AssignmentI - Tenant’s Building Lease AssignmentJ - Tenant’s Land Lease Assignment

i

Section Page

1. Definitions 1

2. Agreement to Purchase and Sell; Deposit 3

3. Other Property Included in Purchase and Sale 3

4. Documents Furnished by Sellers; Confidentiality 4

5. Title 5

6. Buyer’s Inspection of the Property 6

7. Representations and Warranties 10

8. Conditions to Closing 14

9. Closing 17

10. Adjustments and Prorations 19

11. Expenses 22

12. Risk of Loss; Casualty and Eminent Domain 22

13. Broker 23

14. Management of the Property 23

15. Defaults 24

16. Notices 25

17. Assignment 26

18. Limitation of Liability 26

19. General Provisions 27

20. Bulk Sales Notice 29

K - Landlord’s Building Lease AssignmentL - Financial Agreement AssignmentM - Assignment of Service ContractsN - Form of Bargain and Sale DeedO - Tenant Estoppel CertificateP - Letters to Occupancy Tenant

ii

AGREEMENT OF PURCHASE AND SALE

THIS AGREEMENT OF PURCHASE AND SALE (this “Agreement”) made as of the 9th day of November, 2015, between RT 70 HUDSON, LLC, a Delaware limited liability company (“RT Hudson”) and RT 70 HUDSON URBAN RENEWAL, LLC, a NewJersey limited liability company (“RT Urban”), each having an address at c/o Chambers Street Properties at 47 Hulfish Street, Suite 210,Princeton, New Jersey 08542, Attn: Legal Department (collectively “Sellers”) and SSC IV INVESTOR, LLC (“Investor IV”) and SSC V INVESTOR, LLC (“Investor V”), each having an address at c/o Spear Street Capital, LLC, One Market Plaza, Spear Tower, Suite 4125, SanFrancisco, California 94105 (collectively, “Buyer”). .

RECITALS

A. Sellers are the owner of that certain property having an address of 70 Hudson Street, Jersey City, New Jersey, located on the landmore fully described in Exhibit A attached hereto and together with certain improvements situated thereon (collectively, the “Property”).

B. Sellers desire to sell and convey the Property to Buyer and Buyer desires to purchase and acquire the Property from Sellers, uponthe terms and subject to the conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, thereceipt and sufficiency of which are hereby acknowledged, Sellers and Buyer hereby agree as follows:

1. Definitions. The following words and terms, when used in this Agreement, shall have the respective meanings ascribed to them below unless the context otherwise requires:“Affiliate” means any person or entity that directly, or indirectly through one or more intermediaries, controls, is controlled by or is

under common control with Buyer or Seller, as the case may be. For the purposes of this definition, “control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership ofvoting securities, by contract or otherwise, and the terms “controlling” and “controlled” have the meanings correlative to the foregoing.

“Authorities” means the various governmental and quasi-governmental bodies or agencies having jurisdiction over the Property orany portion thereof.

“Building Lease” means that certain Lease dated as of October 1, 1999, originally between Hartz Urban, as landlord, and Hartz Land,as tenant, a Memorandum of which dated April 25, 2000 was recorded May 23, 2000 in the Register’s Office in Deed Book 5620, page 333, as corrected by that certain Correction Memorandum of Lease dated as of April 25, 2000, between Hartz Urban, as landlord, and Hartz Land,as tenant, and recorded March 8, 2001 in the Register’s Office in Deed Book 5768, page 251. Hartz Urban assigned all of its right, title andinterest under the Building Lease to RT Urban by that certain Assignment and Assumption of Landlord’s Interest in Lease dated April 11, 2011 and recorded April 13, 2011 in the Register’s Office in Deed Book 8786, page 734. Hartz Land assigned all of its right, title and interestunder the Building Lease to RT Hudson by that certain Assignment and Assumption of Tenant’s

1

Interest in Lease dated April 11, 2011 and recorded April 13, 2011 in the Register’s Office in Deed Book 8786, page 745.

“Business Day” means any day other than a Saturday, Sunday or a legal holiday on which banks are required or permitted to beclosed in Hudson County, New Jersey.

“Buyer’s Tax Exemption Entity” means an urban renewal entity to be formed by Buyer for the purpose of assuming the obligationsof RT Urban under the Financial Agreement and being the recipient of all right, title and interest of RT Urban under the Land Lease and theBuilding Lease.

“City” means the City of Jersey City, New Jersey.

“Environmental Laws” means all federal, state, local and municipal environmental laws (including, without limitation, principles ofcommon law), rules, statutes, directives, binding written interpretations, binding written policies, ordinances and regulations issued by anyAuthorities and in effect as of the date of this Agreement with respect to or which otherwise pertain to or affect the Property or any portionthereof, or the development, use, ownership, occupancy or operation of the Property or any portion thereof, and as some have been amended,modified or supplemented from time to time prior to and are in effect as of the date of this Agreement, including but not limited to CERCLA,the Hazardous Substances Transportation Act (49 U.S.C. § 1802 et seq.), RCRA, the Water Pollution Control Act (33 U.S.C. § 1251 et seq.),the Safe Drinking Water Act (42 U.S.C. § 300f et seq.), the Clean Air Act (42 U.S.C. § 7401 et seq.), the Toxic Substances Control Act (15U.S.C. § 2601 et seq.), the Emergency Planning and Community Right-to-Know Act of 1986 (42 U.S.C. § 11001 et seq.), the Radon andIndoor Air Quality Research Act (42 U.S.C. § 7401 note, et seq.), comparable state and local laws, and any and all rules and regulationswhich are in effect as of the date of this Agreement under any and all of the aforementioned laws.

“Existing Loan” means that certain mortgage loan in the original principal amount of $124,000,000.00 and more fully described inthat certain Assumption of Mortgage and Security Agreement dated as of April 11, 2011, among U.S. Bank National Association, as Trustee,as successor-in-interest to Bank of America, National Association, as successor by merger to LaSalle Bank National Association, as Trusteefor the Registered Holders of LB-UBS Commercial Mortgage Trust 2006-C4, Commercial Mortgage Pass-Through Certificates, Series 2006-C4, 70 Hudson Street L.L.C., 70 Hudson Street Urban Renewal Associates, L.L.C., Hartz Financial Corp., RT 70 Hudson, LLC, RT 70Hudson Urban Renewal, LLC, CBRE Operating Partnership, L.P. and CB Richard Ellis Realty Trust.

“Financial Agreement” means that certain Financial Agreement dated October 20, 1999, between Hartz Urban and the City. HartzUrban assigned all of its right, title and interest under the Financial Agreement to RT Urban by that certain Assignment and AssumptionAgreement (Tax Abatement Financial Agreement) dated April 11, 2011.

“Hartz Land” means 70 Hudson Street, L.L.C., a New Jersey limited liability company.

“Hartz Urban” means 70 Hudson Street Urban Renewal Associates, L.L.C., a New Jersey limited liability company.

2

“Land Lease” means that certain Lease dated as of October 1, 1999 between Hartz Land, as landlord, and Hartz Urban, as tenant, aMemorandum of which dated April 25, 2000, was recorded May 23, 2000 in the Register’s Office in Deed Book 5620, page 329, as correctedby that certain Correction Memorandum of Lease between Hartz Land, as landlord, and Hartz Urban, as tenant, dated as of February 22, 2001and recorded March 8, 2001 in Deed Book 5768, page 246. By that certain Assignment and Assumption of Landlord’s Interest in Lease dated April 11, 2011 and recorded April 13, 2011 in the Register’s Office in Deed Book 8786, page 712, Hartz Land assigned all of its right, titleand interest under the Land Lease to RT Hudson. Hartz Urban assigned all of its rights, title and interest under the Land Lease to RT Urbanby that certain Assignment and Assumption of Tenant’s Interest in Lease dated April 11, 2011 and recorded April 13, 2011 in the Register’s Office in Deed Book 8786, page 723.

“Occupancy Lease” means that certain lease with the Occupancy Tenant more fully described in Exhibit C attached hereto and made a part hereof.

“Occupancy Tenant” means Long Island Holding A LLC.

“Register’s Office” means that certain Register of Deeds of Hudson County, New Jersey.

2. Agreement to Purchase and Sell; Deposit.

2.1 Agreement to Purchase and Sell. Subject to and upon the terms and conditions contained in this Agreement,Sellers agree to sell and convey to Buyer and Buyer agrees to purchase from Sellers the Property for a total purchase price of One HundredEighteen Million and 00/100 Dollars ($118,000,000.00) (the “Purchase Price”).

2.2 Deposit; Payment of Purchase Price. Within two (2) Business Days from the Effective Date, Buyer shall paya good faith deposit in the amount of Eight Million and 00/100 Dollars ($8,000,000.00) (the “Deposit”) to First American Title Insurance Company (“Escrow Agent”) having an office at 666 Third Avenue, New York, NY 10017, Attention: Jennifer Panciera. Escrow Agent, bywire or intra-bank transfer of immediately available funds. Escrow Agent shall give prompt written confirmation to Sellers of Escrow Agent’s receipt of the Deposit. If the Deposit is not paid when due, Sellers shall have the right, at its option, to terminate this Agreement. The Depositconstitutes a deposit to be applied, subject to the provisions of this Agreement, toward the payment of the Purchase Price. The Deposit shallbe invested and disbursed by Escrow Agent in accordance with the terms and conditions of the Escrow Agreement attached hereto as Exhibit B the (“Escrow Agreement”) and to be executed by Sellers, Buyer and the Escrow Agent. All interest earned on the Deposit shall be paid tothe party entitled to receive the Deposit. Buyer shall pay Sellers by wire transfer of federal funds at the Closing (hereinafter defined) anamount (the “Closing Payment”) equal to (i) the Purchase Price, (ii) plus or minus net adjustments and prorations provided for in thisAgreement, and (iii) minus the Deposit. The Deposit shall be disbursed by Escrow Agent to Sellers at the Closing.

3. Other Property Included in Purchase and Sale. In addition to the Property, all right, title and interest of Sellers, if any, in and to the following, to the extent that the same apply to the Property, shall be included within the term “Property”:

3

3.3 all easements, rights of way, privileges, licenses, appurtenances and other rights and benefits running withthe Property;

3.4 all fixtures, machinery, equipment and other tangible personal property owned by Sellers (but not by tenantsor subtenants of the Property or by Hulfish Managers, LLC (the “Property Manager”)) and attached and appurtenant to, or forming part of,the Property (the “Personal Property”);

3.5 Sellers’ interest under the Occupancy Lease and (ii) all security deposits and advance rentals, if any, madeunder the Occupancy Lease;

3.6 Sellers’ interest under the Financial Agreement, the Building Lease and the Land Lease;

3.7 subject to Buyer's right to direct Seller to deliver notice of cancellation of any Service Contract inaccordance with Section 14 below, all assignable service, utility, maintenance and other contracts and agreements in the name of any ofSellers or the Property Manager affecting the operation of the Property and listed in Exhibit D attached hereto (collectively, the “Service Contracts”), but expressly excluding therefrom the existing management and leasing agreement for the Property with Property Manager (the“Management Agreement”);

3.8 all consents, authorizations, variances, licenses, permits and certificates of occupancy, if any, issued by anygovernmental authority with respect to the Property; and

3.9 all intangible personal property, if any, owned by Sellers and related solely to the Property, including,without limitation, all warranties and guarantees; and all Property specific logos, trade or business names and telephone numbers.

3.10 The term “Property” does not, however, include Sellers’ interest in and to all escrows, reserves, accounts or other impounds maintained by or on behalf of the lender under the Existing Loan (collectively, the “Accounts”). Upon the repayment in full of the Existing Loan, all monies held in the Accounts shall belong and be paid to Sellers.

4. Documents Furnished by Sellers; Confidentiality. Sellers, to the extent in Sellers’ possession or control, have delivered electronically (if available) or otherwise, copies of, or have made available at the Property or the offices of the Property Manager, for inspection by Buyer the following (collectively, the “Review Materials”): (i) the Occupancy Lease, (ii) the Service Contracts, (iii) the Existing Survey (as hereinafter defined), and (iv) the materials listed in Exhibit E attached hereto (the “Diligence Checklist”) as are within Sellers’ possession or control. The Review Materials, all other materials, reports, studies, books and records obtained or examined by or on behalf of Buyer pursuant to this Agreement, and the terms of this Agreement shall: (i) be held in strict confidence by Buyer; (ii) not be used for any purpose other than the investigation and evaluation of the Property by Buyer and its lenders, attorneys, investors, members, employees, agents, engineers, consultants and representatives (collectively, “Buyer’s Agents”); and (iii) not be disclosed, divulged or otherwise furnished to any other person or entity prior to the Closing except to Buyer’s Agents who need to know such information for the purpose of consummating this transaction, or as required by law. Buyer shall inform Buyer’s Agents of the confidential nature of the information related to the Property, Buyer shall

4

cause Buyer’s Agents to treat such information confidentially, and Buyer shall be responsible and liable for any breach of the confidentiality provisions of this Agreement by Buyer or Buyer’s Agents. If this Agreement is terminated for any reason whatsoever, Buyer shall return to Sellers all of the Review Materials in the possession of Buyer and Buyer’s Agents. The provisions of this Section shall survive the termination of this Agreement.

5. Title.

5.1 Title. Sellers have caused the Escrow Agent (also referred to herein as the “Title Company” to issue to Buyer (with a copy to Sellers) a title insurance commitment for the Property (the “Title Commitment”). The title insurance policy to be issued at the Closing by the Title Company pursuant to the Title Commitment (the “Title Policy”) shall be a standard New Jersey-approved ALTA 2006 form of owner’s policy. Sellers shall cause the Title Policy to be issued to Buyer subject to the Permitted Exceptions (hereinafterdefined) and free and clear of all standard or general exceptions contained in the Title Commitment which the Title Company is permitted byapplicable law to remove or modify upon delivery of a standard title affidavit from Sellers.

5.2 Survey. Sellers have delivered to Buyer a copy of the existing “as-built” survey of the Property (the “Existing Survey”) dated October 13, 2010 and last revised March 26, 2011 and prepared by Dresdner Robin, Greg S. Gloor, P.L.S. Buyerhas obtained a new survey, prepared by Control Point Associates, Inc., dated October 23, 2015, File No. 150516 (the “New Survey”) (with a copy to Sellers) certified to Buyer, Sellers and which will be certified to the Title Company prior to Closing.

5.3 Title Defects. Buyer has reviewed the Title Commitment, the Existing Survey and the New Survey and hasnot identified any material claim, lien or exception set forth in the Title Commitment, the Existing Survey or the New Survey adverselyaffecting title to the Property and which Buyer is not willing to waive; provided, however, Sellers agree to cause the following exceptions tobe removed from the Title Commitment at the Closing: Items 3, 7 and 8 of Schedule B-Section 1. Accordingly, Buyer accepts same.

5.4 Permitted Title Exceptions. All items set forth in the Existing Survey, the New Survey and the TitleCommitment, other than any objections specified in the Defects Notice (defined in Section 5.5 below) which Sellers elect in writing to cure or are required to cure as provided in Section 5.3 shall be deemed “Permitted Exceptions”.

5.5 Subsequent Title Defects. Buyer may, at or prior to Closing, notify Sellers in writing of any claim, lien orexception, in each case first raised by the Title Company or otherwise revealed after the Effective Date of this Agreement (“Defects Notice”). If Buyer makes any objection that Buyer is permitted to make pursuant to the preceding sentence, then Sellers may, by giving notice to Buyerwithin five (5) Business Days after Sellers’ receipt of the applicable Defects Notice, elect either to cure such objection or not to cure suchobjection. Sellers shall be deemed to have elected not to cure any such objection unless Sellers elect or are obligated to cure any suchobjection in accordance with this Section 5.5. If Sellers elect or are obligated to cure any such objection, Sellers shall cure the title exceptionin question on or

5

before the Closing Date in a manner reasonably acceptable to Buyer (causing a non-monetary exception to be omitted from the TitleCommitment is acceptable to Buyer); provided, however, that if Sellers elect to cure any such objection, such objection is capable of cure andSellers need time beyond the Closing Date to do so, then Sellers shall have the right to adjourn the Closing, upon written notice to Buyer, forup to ten (10) Business Days to effect such cure. If Sellers elect (or are deemed to have elected) not to remove any such objection (excludingany objection which Sellers are obligated to remove in accordance with Section 5.3 above), then Buyer shall have the right, by giving noticeto Sellers within three (3) Business Days after Buyer's receipt of Sellers’ election notice (or the expiration of Sellers’ five (5) Business Day response period if Sellers do not respond), either to terminate this Agreement, and have the Deposit returned, or to withdraw such objectionand accept title to the Property subject to the title or survey matter in question without reduction of the Purchase Price. If Buyer does notexercise the right to terminate this Agreement in accordance with this Section 5.5, then Buyer shall be deemed to have approved title to theProperty, subject to the title matter in question without reduction of the Purchase Price, and withdrawn such objection. In the event that anyobjection is a mortgage or UCC Financing Statement granted by Sellers or a mechanic’s or materialmen’s lien or other encumbrance securing the payment in the aggregate of a readily ascertainable sum of money of up to $50,000.00, Sellers shall satisfy such defect(s) of record or, asan alternative to causing such defect(s) to be satisfied of record and provided that the Title Company agrees to omit such defect(s) from theTitle Policy: (i) bond or cause to be bonded such defect(s); (ii) deliver or cause to be delivered to Buyer or the Title Company, on the date ofthe Closing, instruments in recordable form and sufficient to satisfy such defect(s) of record, together with the appropriate recording or filingcosts; (iii) deposit or cause to be deposited with the Title Company sufficient monies, acceptable to and reasonably requested by the TitleCompany, to assure the obtaining and recording of a satisfaction of the defect(s); or (iv) subject to Buyer’s prior approval (not to be unreasonably withheld, conditioned or delayed), otherwise cause the Title Company to omit such defect(s) from the Title Policy.Notwithstanding the foregoing, neither notices of commencement of work to be performed by contractors or subcontractors engaged by theOccupancy Tenant and/or its subtenant(s) nor any liens filed with respect to any work performed by or on behalf of the Occupancy Tenantand/or its subtenant(s) shall constitute Defect(s) that Sellers must satisfy, except to the extent that such liens have been filed or recorded withrespect to work that has not been paid for by the Occupancy Tenant or its subtenant(s) due to Sellers’ failure to pay to the Occupancy Tenant or its subtenants, or to their respective contractors or subcontractors, as applicable, any tenant improvement allowance required to be providedby any of Sellers in accordance with the Occupancy Lease.

6. Buyer’s Inspection of the Property.

6.1 Inspection and Examination. Buyer and Buyer’s Agents have been given the right to (i) perform non-invasive physical tests (except that, upon Sellers’ prior written consent, which consent may be withheld in Sellers’ sole and absolute discretion, Buyer may perform minor intrusive testing to determine the presence of asbestos-containing materials, termites and other wood destroying insects, provided that all damage resulting therefrom is promptly repaired by Buyer at its sole expense (the “Repair Obligation”)); (ii) conduct any and all necessary engineering, environmental and other inspections at the Property and examine and evaluatethe Review Materials and all other relevant agreements and documents within the possession of Sellers or subject to their control, as Buyermay reasonably request; and (iii)

6

contact governmental agencies concerning the Financial Agreement and any incentives available under the Grow N.J. Program andobtain governmental records and documents on the Property. Buyer is satisfied, in its sole discretion with the results of itsinvestigation and evaluation of the Property, and, accordingly, Buyer accepts the Property. Buyer shall have the ongoing right tocontinue its investigation and evaluation of the Property, but Buyer shall not have the right to terminate this Agreement as a result ofany further investigations or evaluation. The following provisions shall apply to Buyer’s prior investigation and evaluation of the Property and any future investigation and evaluation. No soil and/or ground water sampling shall be performed unless and until thelocation, scope and methodology of such sampling and the environmental consultant selected by Buyer to perform such sampling haveall been approved by Sellers. Prior to conducting any such sampling, Buyer shall have a utility mark-out performed for the Property. Copies of all environmental and engineering reports prepared by or on behalf of Buyer with respect to the Property shall be providedpromptly to Sellers upon request (the “Report Obligation”). With respect to Buyer’s right to inspect the Property, Buyer agrees that (i) Sellers shall receive at least forty-eight (48) hours’ prior written notice of each inspection, (ii) each inspection shall be performedduring normal business hours or at such other times as Sellers and Buyer shall mutually agree and shall be subject to any speciallimitations on access to certain areas of the Property arising under the Occupancy Lease, (iii) Buyer and Buyer’s Agents shall not unreasonably interfere with the tenant, subtenants, guests, employees, occupants of the Property and the operation thereof, and (iv)Buyer and Buyer’s Agents shall fully comply with all applicable Laws and Regulations (hereinafter defined) of all governmentalauthorities having jurisdiction with respect to Buyer’s investigations on the Property and all its other activities undertaken inconnection therewith; and (v) Buyer shall not permit any mechanics’ liens to be filed against the Property or any part thereof relatingto the inspections performed on behalf of Buyer. Buyer or Buyer’s Agents shall not perform any such inspection or examinationunless accompanied by Sellers or a representative of the Property Manager. The Repair Obligation and the Report Obligation shallsurvive the termination of this Agreement. Prior to any entry by Buyer or Buyer’s Agents on the Property to conduct the inspectionsand tests described above, Buyer shall obtain and maintain, at Buyer’s sole cost and expense, and shall deliver to Sellers evidencethereof (including, without limitation, a copy of a certificate evidencing each such insurance policy): (1) commercial general liabilityinsurance, from an insurer reasonably acceptable to Sellers, in the amount of TWO MILLION and 00/100 Dollars ($2,000,000.00)combined single limit for personal injury and property damage per occurrence, such policy to name each of Sellers, CSP OperatingPartnership, LP and Property Manager as an additional insured party, which insurance shall provide coverage against any claim forpersonal liability or property damage resulting from the inspections, tests, access to the Property or other activities of Buyer andBuyer’s Agents in connection with the performance of its due diligence; (2) property insurance insuring Buyer’s equipment against all perils; and (3) workers’ compensation insurance in amounts required by law. Buyer’s commercial general liability insurance shall be written on an occurrence basis, shall include a contractual liability endorsement that insures the Repair Obligation and Buyer’s indemnity obligations hereunder, and shall contain a waiver of subrogation provision consistent with the terms of this Section. Buyerhereby represents and warrants that it carries the insurance required under this Section. Sellers from time to time may establishreasonable rules of conduct for Buyer and Buyer’s agents in furtherance of the terms of this Section 6.1.

7

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, BUYER HEREBY WAIVESANY AND ALL RIGHTS OF RECOVERY, CLAIM, ACTION OR CAUSE OF ACTION AGAINST SELLERS, THEIR AGENTS,EMPLOYEES, OFFICERS, DIRECTORS, PARTNERS, MEMBERS, SERVANTS OR SHAREHOLDERS FOR ANY LOSS ORDAMAGE TO BUYER’S PROPERTY BY REASON OF FIRE, THE ELEMENTS, OR ANY OTHER CAUSE WHICH IS COVERED ORCOULD BE COVERED BY STANDARD “ALL-RISKS” PROPERTY INSURANCE, REGARDLESS OF CAUSE OR ORIGIN,INCLUDING NEGLIGENCE OF SELLERS, THEIR AGENTS, EMPLOYEES, OFFICERS, DIRECTORS, PARTNERS, MEMBERS,SERVANTS OR SHAREHOLDERS.

6.2 Building Code Violations. To the extent that the Property is subject to building code violations (the “Code Violations”), Sellers agree that prior to the Closing they will pay all accrued fines and penalties with respect to the Code Violations and anynew building code violations that occur between the date of this Agreement and the Closing Date (but not including any new building codeviolations arising from the acts or omissions of the Occupancy Tenant). In addition, Sellers agree that they will use commercially reasonableefforts to correct each of the Code Violations and cause the applicable governmental authority(ies) to issue the appropriate notice(s) ofcorrection so that all of the Code Violations are corrected and closed out prior to the Closing Date. If Sellers are unable to correct theviolations and close out such violation prior to the Closing, then Sellers shall provide Buyer with a credit, at Closing, against the PurchasePrice in an amount equal to the sum of (i) the estimated costs to perform the work necessary to correct and close out any remaining CodeViolations, including, without limitation, the reasonable estimated costs of a permit consultant to assist Buyer with correcting and closing outany remaining violations, all as reasonably determined by Buyer and Sellers, and (ii) the amount of any penalties and fines that are anticipatedto accrue from and after the Closing Date until such time as any remaining violations are anticipated to be corrected and closed out, all asreasonably determined by Buyer and Sellers (the “Code Credit”). Notwithstanding anything herein to the contrary, the maximum aggregateamount that Sellers may be required to incur pursuant to this Section 6.2, including without limitation, for payment of fines and penalties, thecost of work and services necessary to correct and close out Code Violations, and the Code Credit, shall not exceed $250,000.00.

6.3 Inspection Indemnity. Notwithstanding anything to the contrary contained in this Agreement, anyinvestigation or examination of the Property performed by Buyer or Buyer’s Agents prior to the Closing shall be performed at the sole riskand expense of Buyer, and Buyer shall be solely responsible for the acts or omissions of any of Buyer’s Agents brought on, or to, the Property by Buyer. In addition, Buyer shall defend, indemnify and hold Sellers and any agent, advisor, representative, affiliate, employee, director,partner, member, beneficiary, investor, servant, shareholder, trustee or other person or entity acting on Sellers’ behalf or otherwise related to or affiliated with Sellers (collectively, “Sellers’ Related Parties”) harmless from and against all loss, expense (including, but not limited to,reasonable attorneys’ fees and court costs arising from the enforcement of this indemnity), damage and liability resulting from claims forpersonal injury, wrongful death or property damage against Sellers or any of Sellers’ Related Parties or any of the Property arising from or asa result of, any act or omission of Buyer or Buyer’s Agents in connection with any activities on or about, or inspection or examination of

8

the Property by Buyer or Buyer’s Agents. The provisions of this Section 6.3 shall survive the Closing or the earlier termination of thisAgreement.

6.4 Condition. As a material inducement to Sellers to execute this Agreement, Buyer acknowledges, representsand warrants that, as of the Effective Date of this Agreement, (i) Buyer has fully examined and inspected the Property, including theconstruction, operation and leasing of the Property, together with the Review Materials and such other documents, reports, studies andmaterials with respect to the Property which Buyer deems necessary or appropriate in connection with its investigation and examination of theProperty, (ii) Buyer has accepted and is fully satisfied in all respects with the foregoing and with the physical condition, value,presence/absence of hazardous or toxic materials, financing status, use, leasing, operation, tax status, income and expenses of the Property,(iii) the Property will be purchased by Buyer “AS IS” and “WHERE IS” and with all faults and, upon Closing, Buyer shall assumeresponsibility for the physical and environmental condition of the Property and (iv) Buyer has decided to purchase the Property solely on thebasis of its own independent investigation. Except as expressly set forth herein or in any document executed by Sellers and delivered to Buyerpursuant to Section 9.2 (“Sellers’ Documents”), Sellers have not made, do not make, and have not authorized anyone else to make anyrepresentation as to the present or future physical condition, value, presence/absence of hazardous or toxic materials, financing status, leasing,operation, use, tax status, income and expenses or any other matter or thing pertaining to the Property, and Buyer acknowledges that no suchrepresentation or warranty has been made and that in entering into this Agreement it does not rely on any representation or warranty otherthan those expressly set forth in this Agreement or in Sellers’ Documents. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENTOR IN SELLERS’ DOCUMENTS, SELLERS MAKE NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED OR ARISINGBY OPERATION OF LAW, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF CONDITION, HABITABILITY,MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY. Sellers shall not be liable for or bound byany verbal or written statements, representations, real estate broker’s “setups” or information pertaining to the Property furnished by any realestate broker, agent, employee, servant or any other person unless the same are specifically set forth in this Agreement or in Sellers’ Documents. The provisions of this Section 6.4 shall survive the Closing. Nothing in this Section 6.4 or in Section 6.5 below shall constitute anindemnification of, or otherwise obligate Buyer to indemnify, Sellers with respect to any environmental liabilities or any Claims of thirdparties, in each case affecting the Property and arising as a result of any Seller’s own negligence or of any Released Parties (as defined inSection 6.5 below, existing as of the date immediately preceding the Closing Date.

6.5 Release. Except for any Claims (as defined below) arising out of a breach or default by Sellers under thisAgreement (including a breach of any of Sellers’ representations and warranties herein) or the closing documents of Sellers (including breachof any of Sellers’ indemnities contained therein) (“Excepted Claims”), Buyer and anyone claiming by, through or under Buyer hereby waivetheir right to recover from and fully and irrevocably release Sellers and Sellers’ employees, advisors, investors, beneficiaries, officers,trustees, shareholders, members, representatives, agents, servants, attorneys, affiliates, parents, subsidiaries, their successors and assigns, andall persons, firms, corporations and organizations acting on their behalf (“Released Parties”) from any and all claims, responsibility and/or liability that it

9

may now have or hereafter acquire against any of the Released Parties for any and all costs, losses, claims, liabilities, damages, expenses,demands, debts, controversies, claims, actions or causes of actions (collectively, “Claims”) arising from or related to the condition (including any construction defects, errors, omissions or other conditions, latent or otherwise, and the presence in the soil, air, structures and surface andsubsurface waters of materials or substances that have been or may in the future be deemed to be hazardous materials or otherwise toxic,hazardous, undesirable or subject to regulation and that may need to be specifically treated, handled and/or removed from the Property undercurrent or future federal, state and local laws, regulations or guidelines or common law), valuation, salability or utility of the Property, thecondition of title to the Property, compliance with any applicable federal, state or local law, rule or regulations or common law with respect tothe Property, or the Property’s suitability for any purposes whatsoever, and any information furnished by the Released Parties in connectionwith this Agreement.

7. Representations and Warranties.

7.1 Representations and Warranties of Sellers. Sellers make the following representations and warranties toBuyer, which representations and warranties shall be true and correct in all material respects on the day of the Closing:

7.1.1 RT Hudson is a limited liability company duly organized, validly existing and in good standing under thelaws of the State of Delaware. RT Urban is a limited liability company duly organized, validly existing and in good standing under the laws ofthe State of New Jersey.

7.1.2 The execution, delivery and performance of this Agreement and all other documents, instruments andagreements now or hereafter to be executed and delivered by Sellers pursuant to this Agreement are within the limited liability companypower of Sellers and have been duly authorized by all necessary or proper limited liability company action. Each of this Agreement and theclosing documents to be executed and delivered by each Seller is a legal, valid and binding obligation of each Seller, enforceable against eachSeller in accordance with its terms, subject to the effect of applicable bankruptcy, insolvency, reorganization, arrangement, moratorium orother similar laws affecting the rights of creditors generally. Seller has not filed or been the subject of any filing of a petition under anyfederal or state bankruptcy or insolvency laws or for the reorganization of debtors.

7.1.3 Neither RT Hudson or RT Urban is a “foreign person” as defined in Section 1445(f)(3) of the Internal Revenue Code of 1986, as amended (the “Code”).

7.1.4 There is no suit, dispute, action or administrative proceeding of any kind pending against RT Hudson, RTUrban or the Property which, if adversely decided, would prevent the consummation of the transaction contemplated by this Agreement.Without limiting the generality of the foregoing, there are no actual or, to Sellers’ knowledge, threatened suits, actions or proceedings withrespect to all or part of the Property (a) for condemnation or (b) with the exception of the Code Violations, alleging any material violation ofany applicable law, regulation, ordinance or code (collectively, “Laws and Regulations”).

10

7.1.5 With the exception of the Code Violations, neither RT Hudson or RT Urban has received any writtennotice or complaint (which remains uncured) from any governmental authority or third party stating that the Property violates any Laws andRegulations in any material respect.

7.1.6 With respect to the Occupancy Lease:

(a) There are no tenant leases or tenancy agreements affecting the Property, or any portion thereof, other than theOccupancy Lease and any subleases thereunder that may have been entered into by the Occupancy Tenant with third parties;

(b) The Occupancy Lease is in full force and effect and has not been amended in any material respect. NeitherRT Hudson or RT Urban has given, nor has RT Hudson or RT Urban received, any written notice of a material default under the OccupancyLease that remains uncured (the foregoing does not apply to delinquencies in the payment of monthly rent that have existed for less than thirty(30) days or those certain letters attached hereto as Exhibit P);

(c) The tenant security deposit made under the Occupancy Lease is evidenced by irrevocable letter of credit No.GRP-TREAS-LC-00109 in the stated amount of $4,900,000 (the “Letter of Credit”). Seller is holding the Letter of Credit under the Occupancy Lease and has not drawn against the Letter of Credit;

(d) As of the Closing, Sellers will have paid in full all leasing, broker’s or finder’s commissions (including any commissions for renewal or expansion options that have been exercised by the tenant under the Occupancy Lease prior to the Closing), andtenant finish-out obligations, that are unpaid although presently due and payable by Sellers with respect to the Occupancy Lease; and

(e) To Seller’s knowledge, the copy of the Occupancy Lease delivered or made available by Sellers to Buyer is atrue, correct and complete copy of the Occupancy Lease in all material respects.

7.1.7 With respect to the Service Contracts:

(a) There are no material equipment leases or service, maintenance or other similar contracts or agreementsaffecting the Property, or any portion thereof, other than the Service Contracts and any equipment leases or other contracts or agreements thatmay have been entered into by the Occupancy Tenant (or subtenants of the tenant) of the Property with third parties; and

(b) Each Service Contract is in full force and effect and has not been amended in any material respect except asset forth in Exhibit D. Neither RT Hudson or RT Urban has given, nor has RT Hudson or RT Urban received, any written notice of a materialdefault under any of the Service Contracts that remains uncured, except as set forth in Exhibit D.

7.1.8 The Management Agreement will be terminated by Sellers as of the Closing without cost to Buyer.

11

7.1.9 The Land Lease and the Building Lease are in full force and effect and to Sellers’ knowledge, have not been amended in any material respect. There are no defaults under the Land Lease or the Building Lease by either landlord or tenant.

7.1.10 With respect to the New Jersey Industrial Site Recovery Act, as defined in N.J.S.A. 13:1K-6 et. seq., and the rules and regulations promulgated thereunder (“ISRA”), to Sellers’ knowledge: (i) no operations currently conducted at the Propertyrender it an “industrial establishment” as contemplated by ISRA because such operations fall within a NAICS code that is not subject to ISRAand are covered under the exemptions codified at N.J.A.C. 7:26B-2.1(b)(2); (ii) the NAICS code covering the operations of OccupancyTenant at the Property is NAICS # 531120; (iii) during Sellers’ ownership of the Property, the provisions of ISRA were not triggered; and (iv)the sale of the Property pursuant to this Agreement will not trigger the provisions of ISRA because the Property is not now and has not been(during the period of Sellers’ ownership) an “industrial establishment” as contemplated by ISRA and is implementing regulations. To Seller'sknowledge, but except as expressly disclosed in any environmental reports provided to Buyer, no underground storage tanks of any kind arelocated in, on or under the Property. Except as expressly disclosed in any environmental reports provided to Buyer, Seller has not receivedany written notice from an Authority that Seller or the Property currently is in violation of any Environmental Laws.

7.1.11 Except for Buyer, no Seller has granted or agreed in writing to grant to any person, and none of them is aparty to, any outstanding option, contract right of first refusal or right of first offer with respect to a purchase or sale of the Property.

7.1.12 No Seller has filed, nor has any Seller instructed anyone to file, notices of protest against, or tocommence actions to review real property tax assessments ("Tax Proceedings") against the Property which are currently pending.

7.1.13 No Seller has any employees.

7.1.14 Each Seller and, to each Seller’s actual knowledge, each person or entity owning an interest in Seller is(1) not currently identified on the Specially Designated Nationals and Blocked Persons List maintained by the Office of Foreign AssetsControl, Department of the Treasury and/or on any other similar list, (ii) not a person or entity with whom a citizen of the United States isprohibited to engage in transactions by any trade embargo, economic sanction, or other prohibition of United States law, regulation, orExecutive Order of the President of the United States, and (iii) not an “Embargoed Person (as such term is defined in Section 7.3.3 below).”

7.1.15 With respect to the Financial Agreement:

(a) The Financial Agreement is in full force and effect and has not been further amended in any respect.

(b) Neither RT Hudson or RT Urban have received any written notice of default from the City under theFinancial Agreement that remains uncured.

12

(c) The copy of the Financial Agreement delivered or made available by Sellers to Buyer is a true, correct andcomplete copy of such Agreement in all material respects.

7.2 Limitation of Sellers’ Representations. The representations and warranties of Sellers contained in Section 7.1 are made as of the Effective Date. Prior to the date of the Closing, Sellers shall notify Buyer of any modifications to such representations that arerequired to make such representations true in all material respects, including any modifications arising from actions taken in compliance withSection 14. If any representation of Sellers herein, although true as of the Effective Date, is no longer true at the Closing as a result of amatter, event or circumstance beyond Sellers’ reasonable control, Buyer may not consider same as an event of default hereunder; but rather,in such case, Buyer may, at Buyer’s option and as Buyer’s sole and exclusive remedy, terminate this Agreement and have the Depositrefunded by Escrow Agent, whereupon the parties hereto shall have no further rights, obligations or liabilities with respect to each otherhereunder, except for the any rights and obligations that expressly survive herein. The representations and warranties set forth in Section 7.1and in Sellers’ Documents shall survive the Closing to the date (the “Representation Termination Date”) occurring six (6) months after the date of the Closing, at which time such representations and warranties shall terminate and be of no further force or effect, except for anyclaims made prior to the Representation Termination Date as hereinafter set forth; provided, however, that the representations and warrantiesset forth in Section 7.1.1 through 7.1.3 shall survive the Closing for a period of one (1) year after the Closing Date. All other representationsand warranties made by Sellers in this Agreement, unless expressly provided otherwise, shall not survive the Closing. In order to make aclaim for damages based on the inaccuracy of any of the representations or warranties of Sellers contained in Section 6.1 or in Sellers’ Documents, promptly after discovery of any such inaccuracy (but in any event prior to the Representation Termination Date), Buyer shallnotify Sellers in writing (a “Misrepresentation Notice”) that Buyer has discovered the existence of an inaccuracy in a warranty orrepresentation (such Misrepresentation Notice to describe the inaccuracy in reasonable detail). Thereupon, the claim set forth in suchMisrepresentation Notice shall continue to survive until final resolution or settlement thereof. No post-Closing claim for breach of any representation or warranty of Sellers shall be actionable or payable if the breach in question results from or is based on a condition, state offacts or other matter that was known to Buyer prior to the Closing (from whatever source as a result of Buyer’s due diligence tests, investigations and inspections of the Property, or otherwise disclosed in the Review Materials or other reports or studies obtained by Buyer,or from a disclosure by Sellers or Sellers’ agents and employees). Where representations and warranties are made in this Agreement to“Sellers’ knowledge,” such phrase shall mean and be limited to the current actual knowledge of Philip L. Kianka, the Executive VicePresident of each of Sellers and Dennis Keyes, a Vice President of each of Sellers, such individuals having responsibility for oversight of themanagement, leasing and operation of the Property (collectively, “Sellers’ Representatives”); provided, however, that neither Philip L. Kianka or Dennis Keyes shall have any personal liability in connection with, or arising out of, any representation made by Sellers in thisAgreement. For purposes of the representations and warranties made by Sellers in this Agreement and/or Sellers’ Documents, (1) “Sellers’ knowledge” shall not include that of any independent contractor hired by Sellers and (2) notices received by any independent contractor hiredby Sellers and not delivered by such contractor to Sellers shall not be deemed to have been received by Sellers. Furthermore, Sellers’ knowledge

13

shall not include any implied, imputed or constructive knowledge of Sellers’ Representatives (or either of them) and shall not constitute anyrepresentation that Sellers’ Representatives have made or are obligated to make any independent investigation or have any implied duty toinvestigate any matters relating to this Agreement.

7.3 Representations and Warranties of Buyer. Buyer makes the following representations and warranties to Sellers,which representations and warranties shall be true and correct in all material respects on the date of the Closing:

7.3.1 Each of Investor IV and Investor V is a duly organized, validly existing limited liability company and ingood standing under the laws of the State of Delaware.

7.3.2 The execution, delivery and performance of this Agreement and all other documents, instruments andagreements now or hereafter to be executed and delivered by Buyer pursuant to this Agreement are within the power of Buyer and have beenduly authorized by all necessary or proper [limited liability company] action. This Agreement and the closing documents to be executed anddelivered by Buyer is a legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, subject to theeffect of applicable bankruptcy, insolvency, reorganization, arrangement, moratorium or other similar laws affecting the rights of creditorsgenerally. Buyer has not filed or been the subject of any filing of a petition under any federal or state bankruptcy or insolvency laws or for thereorganization of debtors.

7.3.3 Buyer and, to Buyer's actual knowledge, each person or entity owning an interest in Buyer is (1) notcurrently identified on the Specially Designated Nationals and Blocked Persons List maintained by the Office of Foreign Assets Control,Department of the Treasury and/or on any other similar list, (ii) not a person or entity with whom a citizen of the United States is prohibited toengage in transactions by any trade embargo, economic sanction, or other prohibition of United States law, regulation, or Executive Order ofthe President of the United States, and (iii) not an “Embargoed Person.” None of the funds or other assets of Buyer constitute property of, orare beneficially owned, directly or indirectly, by any Embargoed Person, and no Embargoed Person has any interest of any nature whatsoeverin Buyer (whether directly or indirectly). The term “Embargoed Person” means any person, entity or government subject to trade restrictionsunder U.S. Law, including but not limited to, the International Emergency Economic Powers Act, 50 U.S.C. § 1701 et seq., The Trading With The Enemy Act, 50 U.S.C. App. 1 et seq., and any Executive Orders or regulations promulgated thereunder.The representations and warranties of Buyer contained in this Section 7.3 shall survive the Closing to the Representation Termination Date, atwhich time such representations and warranties shall terminate and be of no further force or effect, except for any claims made prior to theRepresentation Termination Date, in the manner set forth in Section 7.2.

8. Conditions to Closing.

8.1 Buyer’s Condition. Buyer’s obligation to close the transaction contemplated by this Agreement is subject tothe satisfaction, at or prior to the Closing, of the following condition precedent, which Buyer may waive in writing (the “Tenant Estoppel Condition”).

14

8.1.1 Tenant Estoppel Certificate. That Sellers shall have obtained and delivered to Buyer an executedtenant estoppel certificate (a “Tenant Estoppel Certificate”) from the Occupancy Tenant. The Tenant Estoppel Certificate shall be (i) insubstantially the same form as is provided under the Occupancy Lease or, if no such form is provided, in substantially the form attachedhereto as Exhibit P and (ii) dated no earlier than thirty (30) days prior to the Closing Date. Any qualification of any assertion in the TenantEstoppel Certificate regarding the status of the performance of any of landlord’s obligations under the Occupancy Lease that such assertion ismade “to Tenant’s knowledge” or similar qualification made by the tenant shall be acceptable. Buyer shall have three (3) Business Days afterreceipt of the executed Tenant Estoppel Certificate to advise Sellers in writing of any objections thereto and, if Buyer fails to notify Sellers ofany such objections, then such Tenant Estoppel Certificate shall be deemed approved by Buyer. Sellers shall have no obligation to make anypayment or to institute any action or proceeding in order to obtain the Tenant Estoppel Certificates.

8.1.2 Failure of Tenant Estoppel Condition. If the Tenant Estoppel Condition is not satisfied or waivedby Buyer on or prior to the date that is ninety (90) days from the Effective Date of this Agreement (the “Estoppel Period”), then (A) Buyer or Sellers may extend the Estoppel Period for up to thirty (30) days in order to obtain the Tenant Estoppel Certificate by written notice ofextension given to the other party at least two (2) Business Days prior to the expiration of the Estoppel Period or (b), if neither party exercisesthe foregoing right to extend the Estoppel Period or, despite such extension, the Tenant Estoppel Condition is not satisfied or waived byBuyer, then the applicable Seller may, at such Seller’s option, execute and deliver to Buyer a substitute certificate, certifying to the matterscontained in Exhibit P (any such certificate, a “Seller Estoppel”), and upon the Sellers’ delivery to Buyer of such Seller Estoppel, the TenantEstoppel Condition shall be deemed satisfied. The Seller Estoppel shall survive the Closing for six (6) months, and any liability of theapplicable Seller thereunder shall be subject to the limitations and other conditions contained in Section 18 below. The Seller Estoppeldelivered to Buyer hereunder shall be deemed revoked, null and void, if Sellers subsequently receive, and deliver to Buyer, the TenantEstoppel Certificate executed by the tenant under the Occupancy Lease. Sellers shall use reasonable efforts to obtain the Tenant EstoppelCertificate executed by the tenant under the Occupancy Lease. Furthermore, if the Tenant Estoppel Condition is not satisfied or waived byBuyer on or prior to the last day of the Estoppel Period, as it may be extended pursuant to this Section 8.1.2, and Sellers are unwilling toprovide a Seller Estoppel, then Buyer may terminate this Agreement, in which event the Deposit, including all interest earned thereon, shallbe promptly returned to Buyer and the parties shall be released from all further obligations and liabilities hereunder, except with respect to thecovenants and indemnities set forth in Sections 4, 6.1, 6.3, 13, and 19.14 (collectively, the “Surviving Obligations”). Notwithstanding anything herein to the contrary, if the Occupancy Lease shall expire by its terms prior to the expiration of the Estoppel Period, the TenantEstoppel Condition shall terminate and be of no further force and effect.

8.2 Joint Condition. The obligation of Sellers and Buyer, respectively, to close the transaction contemplated by thisAgreement is subject to the satisfaction, at or prior to the Closing, of the following condition precedent (the “Financial Agreement Condition”).

8.2.1 Financial Agreement. That the City has approved and consented to the assignment of the FinancialAgreement by RT Urban to the Buyer Tax Exemption Entity and

15

the assumption by the Buyer Tax Exemption Entity of RT Urban’s obligations under the Financial Agreement (the “City’s Consent”). Promptly after the Effective Date of this Agreement, Sellers and Buyer shall make application jointly to the City requesting such approval andconsent (the “Financial Agreement Application”). If required by the City, the Financial Agreement Application also shall include anyapplication for a new or amended tax abatement. Sellers and Buyer acknowledge that any lease/sublease structure required of Buyer in orderfor the Buyer Tax Exemption Entity to qualify for continuing benefits under the Financial Agreement shall be the sole responsibility of Buyerexcept that Sellers shall convey their existing leasehold interests, as landlord and tenant, as necessary for Buyer and the Buyer Tax ExemptionEntity to maintain a qualifying structure. Within thirty (30) days from the Effective Date, Buyer shall provide Sellers with copies of any andall other applications and documentation required of Buyer and the Buyer Tax Exemption Entity in order to make application to the City. TheBuyer Tax Exemption Entity shall be an urban renewal company formed and qualified to do business under the provisions of the Long TermTax Exemption Law of 1992, as amended and supplemented, N.J.S.A.-40A:20-1 et seq. (the "LTTE Law") and shall be an Affiliate of Buyerand shall otherwise possess all other qualifications in order to be approved by the City as the assignee of Urban under the FinancialAgreement. Buyer and Sellers each shall, to the extent practicable, be entitled to have a representative present in connection with allcommunications between the other and the City in regard to the transfer of the Financial Agreement, whether in person or by telephonic orelectronic means and each shall, to the extent practicable, provide at least twenty-four (24) hours prior notice (which notice may betelephonic, e-mail or fax) to the other of any such proposed communications. Each of Buyer and/or the Buyer Tax Exemption Entity andSellers shall be responsible for all aspects of the filing of the Financial Agreement Application applicable to it, including all disclosurerequirements that may apply to Buyer and the Buyer Tax Exemption Entity, if any. If this Agreement is terminated, then, at Seller’s option, Buyer either shall (A) formally withdraw the Financial Agreement Application (the “Withdrawal Request”) or (B) assign all of its right, title and interest in the Financial Agreement Application to a designee of Sellers. Unless Sellers elect (in their sole discretion) by written notice toBuyer to waive this provision, the Financial Agreement Condition shall be deemed to have not been satisfied if the City’s Consent would impose an additional obligation on RT Hudson and/or RT Urban or increase an existing obligation of RT Hudson and/or RT Urban.Notwithstanding anything herein to the contrary, the Financial Agreement Condition shall be deemed to have been satisfied if the CityConsent of the transfer of the Financial Agreement to Buyer is substantially in the same form and substance as the City consent that wasgranted in connection with the assignment of the Financial Agreement to RT Urban. Sellers and Buyer agree to share equally (50/50) thepayment of the administrative or transfer fee charged by the City for the City’s Consent. Seller shall be responsible for making all paymentsto the City required under Section 8.3 of the Financial Agreement in connection with the assignment of the Financial Agreement to Buyer.

8.2.2 Failure of Financial Agreement Condition. If the Financial Agreement Condition is not satisfied withinninety (90) days from the Effective Date of this Agreement (the “Consent Period”), Buyer or Sellers may extend the Consent Period for up tothirty (30) days in order to satisfy the Financial Agreement Condition by written notice of postponement given to the other party at least two(2) Business Days prior to the expiration of the Consent Period. Furthermore, if the Financial Agreement Condition is not satisfied on or priorto the expiration of the Consent Period, as it may be extended pursuant to the preceding

16

sentence, either Buyer or Sellers may terminate this Agreement in which event the Deposit, including all interest earned thereon, shall bepromptly returned to Buyer and the parties shall be released from all further obligations and liabilities hereunder, except with respect to theSurviving Obligations and the Withdrawal Request. Notwithstanding anything herein to the contrary, if any Joint Condition has not beensatisfied as a result of a party’s breach of its obligations under Section 8.2, then the non-breaching party shall be entitled to exercise its rightsand remedies under Section 15.

9. Closing.

9.1 Time and Place. The closing contemplated by this Agreement (the “Closing”) shall take place on the date (“Closing Date”) that is five (5) Business Days after the later to occur of the satisfaction of (i) the Tenant Estoppel Condition and theFinancial Agreement Condition set forth in Section 8 above; and (ii) the satisfaction of the Bulk Sales notice condition in Section 20below; provided, however, that in no event shall the Closing Date occur before January 13, 2016. If the Closing Date is not a BusinessDay, the Closing shall be held on the next ensuing Business Day. Time is of the essence with respect to the Closing.

9.2 Sellers’ Closing Documentation and Requirements. At the Closing, Sellers shall deliver the following toBuyer:

9.2.1 bargain and sale deed, with covenants against grantor's acts, duly executed and acknowledged,conveying to Buyer fee simple title to the Property, subject to the Permitted Exceptions in the form attached hereto as Exhibit N;

9.2.2 a bill of sale, duly executed and acknowledged, transferring to Buyer all of the Personal Property inthe form attached hereto as Exhibit F;

9.2.3 a lease assignment and assumption, duly executed and acknowledged, transferring to Buyer thelandlord’s interest under the Occupancy Lease, in the form attached hereto as Exhibit G (the “Occupancy Lease Assignment”);

9.2.4 a lease assignment and assumption, duly executed and acknowledged, transferring to Buyer thelandlord’s interest under the Land Lease, in the form attached hereto as Exhibit H (the “Landlord’s Land Lease Assignment”);

9.2.5 a lease assignment and assumption, duly executed and acknowledged, transferring to Buyer thetenant’s interest under the Building Lease, in the form attached hereto as Exhibit I (the “Tenant’s Building Lease Assignment”);

9.2.6 a lease assignment and assumption, duly executed and acknowledged, transferring to Buyer’s Tax Exemption Entity, the tenant’s interest under the Land Lease, in the form attached hereto as Exhibit J (the “Tenant’s Land Lease Assignment”);

9.2.7 a lease assignment and assumption, duly executed and acknowledged, transferring to Buyer’s Tax Exemption Entity, the landlord’s interest under the Building Lease, in the form attached hereto as Exhibit K (the “Landlord’s Building Lease Assignment”);

17

9.2.8 an assignment and assumption, duly executed and acknowledged, transferring to Tax ExemptionEntity, RT Urban’s interest under the Financial Agreement, in the form attached hereto as Exhibit L (the “Financial Agreement Assignment”);

9.2.9 an affidavit of Sellers stating, under penalty of perjury, its United States taxpayer identificationnumber and that it is not a “foreign person” as defined in Section 1445(f)(3) of the Code, and otherwise in the form prescribed by the InternalRevenue Service;

9.2.10 executed originals or certified copies of the Occupancy Lease, the Land Lease, the BuildingLease, the Financial Agreement and the Service Contracts;

9.2.11 a written notice, executed by Sellers and addressed to the Occupancy Tenant indicating that theProperty has been sold to Buyer and that any security deposit under the Occupancy Lease has been transferred to Buyer;

9.2.12 the Tenant Estoppel Certificate obtained by Sellers pursuant to Section 8.1.1 or the Seller’s Estoppel;

9.2.13 an assignment and assumption of the Service Contracts, duly executed and acknowledged,assigning and transferring to Buyer all right, title and interest of Sellers in and to, and all post-closing obligations of the owner of the Property under, the Service Contracts (excluding any Service Contracts terminated prior to Closing), in the form attached hereto as Exhibit M (the “Assignment of Service Contracts”);

9.2.14 all good standing certificates and other governmental certificates (if any) required of Sellers underthe Title Commitment;

9.2.15 a written notice to Escrow Agent pursuant to Section 3.1 of the Escrow Agreement;

9.2.16 an estoppel certificate from the property owners’ association under the Declaration of Covenants and Restrictions for Colgate Center (such Declaration, as amended, the “Declaration”), dated within thirty (30) days of the Closing Date,certifying that: (i) no fees or assessments levied against the Property pursuant to the Declaration are unpaid, (ii) to the knowledge of thecertifying party, the Property is not in violation of the Declaration and (iii) the Declaration is in full force and effect. If Sellers are unable toobtain the foregoing estoppel, then Sellers shall execute and deliver to Buyer a substitute certificate, certifying to the matters described inclauses (i)-(iii) of this Section 9.2.16 (such certificate, a “Sellers Declaration Estoppel”). The Sellers Declaration Estoppel shall survive the Closing for one (1) year, and any liability of the Sellers thereunder shall be subject to the limitations and other conditions contained in Section18 below. The Sellers Declaration Estoppel delivered to Buyer hereunder shall be deemed revoked, null and void, if Sellers subsequentlyreceive, and deliver to Buyer, the estoppel certificate executed by the property owners’ association as described above in this Section 9.2.16;

9.2.17 with respect to the Letter of Credit, if the Occupancy Lease is in effect as of the Closing Date,deliver to Buyer to Letter of Credit together with an assignment of

18

the Letter of Credit and such other instruments as the issuer of the Letter of Credit shall reasonably require; and

9.2.18 such other documents and instruments as Buyer or the Title Company may reasonably request, oras may be required by law, in order to consummate the transaction contemplated hereby.

9.3 Buyer’s Closing Documentation and Requirements. At the Closing, Buyer shall pay the Closing Payment inaccordance with the provisions of this Agreement and shall deliver the following to Sellers:

9.3.1 the Occupancy Lease Assignment, the Landlord’s Land Lease Assignment, the Landlord’s Building Lease Assignment, the Tenant’s Building Lease Assignment, the Tenant’s Land Lease Assignment, the Financial Agreement Assignment and theAssignment of Service Contracts, each duly executed and acknowledged by Buyer or Buyer’s Tax Exemption Entity, as applicable;

9.3.2 all good standing certificates and other governmental certificates (if any) required of Buyer and the BuyerTax Exemption Entity under the Title Commitment;

9.3.3 a written notice to Escrow Agent pursuant to Section 3.1 of the Escrow Agreement; and

9.3.4 such other documents and instruments as Sellers may reasonably request in order to consummate thetransaction contemplated hereby.

9.4 Form. All documents and instruments required hereby shall be in form and substance reasonably acceptable toSellers and Buyer.

9.5 Possession. At the Closing, Seller shall transfer possession of the Property to Buyer on the Closing Date in thecondition required under this Agreement. Seller shall, upon Closing, deliver to Buyer the originals (if Seller has the originals, otherwisecopies) of all consents, authorizations, variances, licenses, permits and certificates of occupancy, if any, issued by any governmental authoritywith respect to the Property, all intangible personal property in written form, if any, all warranties and guarantees, the Lease files, anyPersonal Property not located at the Property, the books and records relating to the Property and the Leases (excluding Seller's internal books,memoranda and other analyses with respect to the Property or the Leases) and any other plans and specifications, certificates, licenses andapprovals relating to the Property in the possession or control of Seller, which shall become the property of Buyer upon Closing.

10. Adjustments and Prorations. Not less than three (3) Business Days prior to the Closing, Sellers shall determine the amounts of the prorations in accordance with this Agreement and notify Buyer thereof. Buyer shall review and, as long as Sellers’ proposed prorations are consistent with the terms of this Agreement, promptly approve such determinations prior to the Closing. Thereafter, Buyer and Sellers shall inform Escrow Agent of such amounts. The following items in this Section 10 shall be adjusted and prorated between Sellers and Buyer as of the day of Closing, based upon the actual number of days in the applicable month or year:

19

(a) Taxes. All real estate taxes, assessments and governmental charges, payments in lieu of taxes (including, withoutlimitation, annual service charges, land taxes, administrative fees and other consideration under the terms of the Financial Agreement) orassessments imposed by any governmental authority (“Taxes”) for the year in which the Closing occurs shall be prorated between Buyer andSellers with respect to the Property as of the Closing on the basis of the fiscal year assessed. If the Closing occurs prior to the receipt bySellers of the tax bill for the Property for applicable tax period in which the Closing occurs, Taxes with respect to the Property shall beprorated for such calendar year or other applicable tax period based upon the prior year’s tax bill. Notwithstanding the foregoing, Taxes shallnot be prorated with respect to the Property to the extent that the Occupancy Tenant is obligated to pay the full amount of the Taxes directlyto the applicable taxing authority and the Occupancy Tenant is current with respect to such payments. Sellers, not Buyer, shall be responsiblefor any supplemental taxes or omitted assessments relating to the period prior to the Closing Date, regardless of when such supplementaltaxes or omitted assessments are actually assessed, and Sellers shall promptly pay such amounts so as to avoid any enforcement by theapplicable governmental authorities for payment; provided, however, that if in connection with obtaining the City’s Consent or otherwise, the City shall issue a writing indicating that it does not believe that any supplemental taxes or omitted assessments are or will become due for theperiod prior to the Closing Date, then Sellers’ liability under this sentence shall be subject to the limitation on liability set forth in Section 18.The obligations set forth in this Section 10(a) shall survive the Closing for a period of one (1) year after the Closing Date.

(b) Reproration of Taxes. Within thirty (30) days after receipt of final bills for Taxes, the party receiving said final taxbills shall furnish copies of the same to the other party and shall prepare and present to such other party a calculation of the reproration ofsuch Taxes based upon the actual amount of such Taxes for the year on the basis of the fiscal year assessed. The parties shall make theappropriate adjusting payment between them within thirty (30) days after presentment to Sellers of Buyer’s calculation and appropriate back-up information. The provisions of this Section 10(b) shall survive the Closing for a period of one (1) year after the Closing Date.

(c) Rents, Income and Other Expenses. Rents and any other amounts paid to Sellers by the Occupancy Tenant shall beprorated as of 11:59 P.M. on the day preceding the Closing Date and be adjusted against the Purchase Price on the basis of a schedule whichshall be prepared by Sellers and delivered to Buyer for Buyer’s review and approval prior to Closing. Sellers and Buyer shall prorate all rents,additional rent, common area maintenance charges, operating expense contributions, tenant reimbursements and escalations, and all otherpayments under the Occupancy Lease received as of the Closing Date so that, at Closing, Sellers will receive monthly basic rent paymentsthrough the day prior to the Closing Date and Sellers will receive reimbursement for all expenses paid by Sellers through the day prior to theClosing Date (including, without limitation, Taxes, unless full taxes are paid by the Occupancy Tenant directly to the applicable taxingauthority) (such expenses shall be reasonably estimated if not ascertainable as the Closing Date and then shall be re-adjusted as provided in (e) below when actual amounts are determined) to the extent received or paid, as applicable, as of the Closing Date. Buyer agrees to pay toSellers, upon receipt, any rents or other payments made by the Occupancy Tenant that apply to periods prior to Closing but which arereceived by Buyer after Closing and Sellers agree to pay to Buyer, upon receipt, any rents or other payments made by the Occupancy Tenantthat apply to periods on and after the Closing but which are received by Sellers after Closing; provided, however, that, in all cases, any rentsor other payments made by the Occupancy Tenant received by Buyer or Sellers after Closing shall be applied first to any amounts then dueand owed to Buyer by the

20

Occupancy Tenant with the balance, if any, paid over to Sellers to the extent of delinquencies existing on the date of Closing. Buyer agrees touse commercially reasonable efforts, short of threatening or actually filing litigation or termination of the Occupancy Lease, to collect fromthe Occupancy Tenant on behalf of Sellers any rents or other charges payable with respect to the Occupancy Lease that are delinquent or pastdue as of the Closing Date. Upon collection of any such delinquent or past due amounts, Buyer shall promptly remit the same to Sellers.Buyer will keep Sellers reasonably apprised of the progress of any such collection efforts by Buyer on behalf of Sellers. The provisions of thisSection 10(c) shall survive the Closing.

(d) Leasing Commissions. Except as otherwise set forth herein, (i) Sellers shall pay all leasing commissions payableunder the Occupancy Lease and attributable to periods prior to the Effective Date, and (ii) if such amounts have not been paid in full on orbefore Closing, Buyer shall receive a credit against the Purchase Price in the aggregate amount of all such leasing commissions remainingunpaid at Closing, and Buyer shall assume the obligation to pay amounts after Closing. Buyer shall be responsible for the payment of allleasing commissions (i) as a result of any renewals or extensions or expansions of the Occupancy Lease entered into after the Effective Datehereof in accordance with Section 14. The provisions of this Section 10(d) shall survive the Closing.

(e) Operating Expenses; Year End Reconciliation. Installment payments of special assessment liens, vault charges,sewer charges, utility charges, and normally prorated operating expenses actually paid or payable by Sellers as of the Closing Date shall beprorated as of the Closing Date and adjusted against the Purchase Price, provided that within ninety (90) days after the Closing, Buyer andSellers will make a further adjustment for such expenses which may have accrued or been incurred prior to the Closing Date, but which werenot paid as of the Closing Date. In addition, within ninety (90) days after the close of the fiscal year used in calculating the pass-through to the Occupancy Tenant of operating expenses and/or common area maintenance costs under the Occupancy Lease (where such fiscal year includesthe Closing Date), Sellers and Buyer shall re-prorate on a fair and equitable basis all rents and income prorated pursuant to this Section 10 as well as all expenses prorated pursuant to this Section 10. The provisions of this Section 10(e) shall survive the Closing.

(f) Security Deposits. The following adjustments to the Purchase Price shall be made between the parties at the Closing:(a) Buyer shall be credited and Sellers charged with outstanding cash security deposits or advance rentals, if any, made by the OccupancyTenant under the Occupancy Lease, and (b) Sellers shall be credited and Buyer charged with transferable deposits under the ServiceContracts.

(g) Code Credit. Buyer shall be credited, and Sellers charged, with the Code Credit, if applicable.

(h) Colgate Center. Any assessments or other charges imposed against the Property pursuant to the Declaration ofCovenants and Restrictions for the Colgate Center shall

21

be prorated between Buyer and Sellers as of the Closing on the basis of the fiscal period relating thereto.

11. Expenses.

11.1 Expenses. Buyer shall pay (a) the premium for the Title Policy and the cost of all endorsements and anyextended coverage obtained by Buyer thereunder; (b) the cost of the New Survey; (c) one-half (1/2) of all escrow fees and expenses charged by Escrow Agent; (d) all recording fees on any document recorded pursuant to this Agreement; (e) the realty transfer fee/mansion tax imposedby N.J.S.A. 46:15-7.2, if any, due from purchasers pursuant to Form RTF-IEE (Affidavit of Consideration for Use By Buyer); (f) one-half (1/2) of the administrative or transfer fee charged by the City in connection with the assignment of the Financial Agreement to Buyer; (g) withrespect to the prepayment or defeasance of the Existing Loan, all prepayment charges (including the Yield Maintenance Premium) anddefeasance related costs and expenses, whichever is applicable, and in the case of a defeasance of the Existing Loan, the fees of thedefeasance consultant; (h) all state and county transfer taxes with respect to the transaction contemplated hereby, including, withoutlimitation, those imposed pursuant to N.J.S.A. 46:15-7 and 7.1; and (i) except as set forth herein, all other costs incidental to the Closing.Sellers shall pay (a) one-half (1/2) of the administrative or transfer fee charged by the City in connection with the assignment of the FinancialAgreement to Buyer; (b) one-half (1/2) of all escrow fees and expenses charged by the Escrow Agent; (c) all recording charges in connectionwith the release of any mortgages encumbering the Property; and (d) if required, all payments to the City under Section 8.3 of the FinancialAgreement.

11.2 Attorney’s Fees. Each party shall pay its own attorney’s fees and all of its other expenses, except as otherwise expressly set forth herein.

12. Risk of Loss; Casualty and Eminent Domain.

12.1 Casualty. If, prior to the Closing, the Property is damaged by fire, vandalism, acts of God or other casualtyor cause, Sellers shall promptly give Buyer notice of any such damage (the “Damage Notice”), together with Sellers’ estimate of the cost and period of repair and restoration. In any such event: (a) in the case of damage to the Property of less than Two Million andNo/100 Dollars ($2,000,000.00) and from a risk covered by insurance maintained with respect to the Property, Buyer shall take theProperty at the Closing as it is together with any applicable insurance proceeds or the right to receive the same; or (b) in the case ofeither (i) damage to the Property of Two Million and No/100 Dollars ($2,000,000.00) or more or (ii) damage to the Property from arisk not covered by insurance, Buyer shall have the option of (x) taking the Property at the Closing in accordance with item (a) aboveor (y) terminating this Agreement. If, pursuant to the preceding sentence, Buyer is either obligated or elects to take the Property as it istogether with any applicable insurance proceeds or the right to receive the same, (A) Sellers agrees to cooperate with Buyer in any lossadjustment negotiations, legal actions and agreements with the insurance company, and to assign to Buyer at the Closing its rights toany such insurance proceeds with respect to such claim and will not settle any insurance claims or legal actions relating theretowithout Buyer’s prior written consent, which consent shall not be unreasonably withheld or delayed; and (B) an amount equal to anydeductible from the insurance proceeds shall be credited against the Closing Payment.

22

12.2 Eminent Domain. If, prior to the Closing, all or substantially all of the Property is taken by eminentdomain, this Agreement shall be terminated without further act or instrument. If a material part of the Property is so taken, Buyer shallhave the option, by written notice given to Sellers within fifteen (15) days after receiving notice of such taking, to terminate thisAgreement. If Buyer does not elect to terminate this Agreement, it shall remain in full force and effect and Seller shall assign, transferand set over to Buyer at the Closing all of Sellers’ right, title and interest in and to any awards that may be made for such taking.Notwithstanding anything to the contrary contained herein, if less than a material part of the Property is so taken, Buyer shall proceedwith the Closing and take the Property as affected by such taking, together with all awards or the right to receive same. For thepurposes of this Section, a part of the Property shall be deemed “material” if it (i) includes any of the buildings or structures at theProperty or (ii) otherwise (on a permanent basis) materially restricts ingress and egress to and from the Property.

12.3 Termination. If, prior to the Closing, this Agreement is terminated pursuant to this Section, the Deposit,including all interest earned thereon, shall be promptly returned to Buyer and the parties hereto shall be released from all furtherobligations and liabilities hereunder, except with respect to the Surviving Obligations.

13. Broker. Buyer and Sellers represent and warrant to each other that neither they nor their affiliates have dealt with any broker, finder or the like in connection with the transaction contemplated by this Agreement other than Cushman & Wakefield of New Jersey, Inc. (the “Broker”). At the Closing, Sellers shall pay a commission to the Broker pursuant to a separate agreement. Buyer and Sellers each agrees to indemnify, defend and hold the other harmless from and against all loss, expense (including reasonable attorneys’ fees and court costs), damage and liability resulting from the claims of any other broker or finder (including anyone claiming to be a broker or finder) on account of any services claimed to have been rendered to the indemnifying party in connection with the transaction contemplated by this Agreement. The provisions of this Section shall survive the Closing or the earlier termination of this Agreement.

14. Management of the Property. Between the Effective Date of this Agreement and the Closing Date: (i) Sellers shall cause the Property to be operated, maintained and managed in a manner consistent with the present management of the Property; (ii) Sellers shall not enter into or amend any contract or agreement (except for renewals of expiring Service Contracts that are terminable without cost upon prior notice of thirty (30) days or less) that would remain binding on the owner of the Property after the Closing without the prior written consent of Buyer, which consent shall not be unreasonably withheld or delayed; provided that no consent shall be required for any contract that is terminable without cost upon prior notice of thirty (30) days or less; provided further, however, that Buyer may withhold its consent in its sole and absolute discretion to any new contract or agreement or amendment thereto that would remain binding on the owner of the Property after the Closing; and (iii) Sellers shall not enter into any renewal, amendment or expansion of the Occupancy Lease or any new leases without the prior written consent of Buyer, which consent Buyer may withhold in its sole and absolute discretion and which consent shall be deemed to have been withheld if Buyer fails to disapprove any renewal, amendment or expansion of the Occupancy Lease or any new lease submitted to it by Sellers during such time period within five (5) Business Days after Buyer’s receipt thereof. On or prior to the Closing,

23

Seller shall give notices to cancel each of the Service Contracts listed in a written notice delivered to Seller by Buyer no later than two (2) Business Days prior to the Closing Date. Buyer acknowledges that some or all of the Service Contracts in effect as of the Effective Date of this Agreement may require not less than thirty (30) days advance notice of cancellation, and therefore, some or all of the requested Service Contracts may remain effective following the Closing Date, in which case: (i) Seller shall assign such Service Contracts to Buyer at Closing; and (ii) Buyer shall be responsible for all payments required to be made under such Service Contracts for the period from the Closing Date through and including the date on which such Service Contracts terminate.

15. Defaults.

15.1 BY BUYER. IF, PRIOR TO THE CLOSING, BUYER IS IN MATERIAL DEFAULT WITH RESPECTTO, OR BREACHES OR FAILS TO PERFORM ONE OR MORE OF THE REPRESENTATIONS, COVENANTS, WARRANTIES OROTHER TERMS OF THIS AGREEMENT, AND SUCH DEFAULT, BREACH OR FAILURE IS NOT CURED OR REMEDIED WITHINFIVE (5) BUSINESS DAYS AFTER RECEIPT OF WRITTEN NOTICE THEREOF GIVEN BY SELLERS TO BUYER, SELLERS MAY,AS THEIR SOLE REMEDY, TERMINATE THIS AGREEMENT AND RECEIVE THE DEPOSIT AND ALL INTEREST EARNEDTHEREON FROM THE ESCROW AGENT, AS LIQUIDATED DAMAGES, IN WHICH EVENT THIS AGREEMENT SHALL BEDEEMED NULL AND VOID AND THE PARTIES SHALL BE RELEASED FROM ALL FURTHER OBLIGATIONS AND LIABILITIESUNDER THIS AGREEMENT, EXCEPT WITH RESPECT TO THE SURVIVING OBLIGATIONS AND THE WITHDRAWALREQUEST. IT IS RECOGNIZED BY SELLERS AND BUYER THAT THE DAMAGES SELLERS WILL SUSTAIN BY REASON OFBUYER’S DEFAULT, BREACH OR FAILURE WILL BE SUBSTANTIAL, BUT DIFFICULT, IF NOT IMPOSSIBLE, TO ASCERTAIN.THE DEPOSIT HAS BEEN DETERMINED BY THE PARTIES AS A REASONABLE SUM FOR DAMAGES.

15.2 BY SELLERS. IF, PRIOR TO THE CLOSING, IF ANY SELLER IS IN DEFAULT WITH RESPECT TO,OR BREACHES, OR FAILS TO PERFORM ONE OR MORE OF THE REPRESENTATIONS, COVENANTS, WARRANTIES OROTHER TERMS OF THIS AGREEMENT, AND SUCH DEFAULT, BREACH OR FAILURE IS NOT CURED OR REMEDIED WITHINFIVE (5) BUSINESS DAYS AFTER RECEIPT OF WRITTEN NOTICE THEREOF GIVEN BY BUYER TO SELLERS, BUYER MAYEITHER (A) TERMINATE THIS AGREEMENT, IN WHICH EVENT THE DEPOSIT AND ALL INTEREST EARNED THEREONSHALL BE RETURNED BY THE TITLE COMPANY TO BUYER AND THE PARTIES SHALL BE RELEASED FROM ALLFURTHER OBLIGATIONS AND LIABILITIES UNDER THIS AGREEMENT, EXCEPT WITH RESPECT TO THE SURVIVINGOBLIGATIONS, OR (B) COMMENCE WITHIN SIXTY (60) DAYS AFTER THE DATE THE CLOSING WAS TO HAVE OCCURREDAND DILIGENTLY PROSECUTE AN ACTION IN THE NATURE OF SPECIFIC PERFORMANCE. IF AN ACTION IN THE NATUREOF SPECIFIC PERFORMANCE IS NOT AN AVAILABLE REMEDY OR IF BUYER ELECTS TO COMMENCE SUCH ACTION ANDIS UNSUCCESSFUL, THEN THE DEPOSIT (INCLUDING ALL INTEREST AND INCOME) WILL BE RETURNED TO BUYER ANDTHE PARTIES RELEASED

24

FROM THEIR OBLIGATIONS UNDER THIS AGREEMENT (EXCEPT THOSE THAT EXPRESSLY SURVIVE TERMINATION OFTHIS AGREEMENT). THE REMEDIES SET FORTH ABOVE SHALL BE BUYER’S SOLE REMEDIES ARISING FROM A DEFAULT,BREACH OR FAILURE TO PERFORM BY SELLERS.

16. Notices. Any notice, demand, consent, authorization or other communication (collectively, a “Notice”) which either party is required or may desire to give to or make upon the other party pursuant to this Agreement shall be effective and valid only if in writing, signed by the party giving such Notice, and delivered personally (upon an officer of the other party or to such individual as may be noted in the addresses stated below) to the other party or sent by a nationally recognized overnight courier or by registered or certified mail of the United States Postal Service, return receipt requested, and addressed to the other party as follows (or to such other address or person as either party or person entitled to notice may by Notice to the other specify) or sent by email in PDF format to the email address below, read receipt requested, and followed by a hard copy notice received by the second business day following the email notice (in which case notice shall be deemed delivered upon receipt of confirmation of transmission of such email notice):

25

To Sellers: RT 70 Hudson, LLC and RT 70 Hudson Urban Renewal, LLCc/o Chambers Street Properties47 Hulfish Street, Suite 210Princeton, New Jersey 08542Attention: Legal DepartmentEmail: Legal@CSPREIT.com

and to:

Troutman Sanders LLP875 Third AvenueNew York, New York 10022Attention: Jeffrey H. Weitzman, Esq.Telephone: (212) 704-6077Email: jeffrey.weitzman@troutmansanders.com

To Buyer: c/o Spear Street Capital, LLC One Market Plaza, Spear Tower, Suite 4125San Francisco, California 94105 Attention: Mr. Rajiv Patel Telephone: (415) 222 7422Facsimile: (415) 856-0348Email: rpatel@spearstreetcapital.com

Unless otherwise specified, notices shall be deemed given when received, but if delivery is not accepted, on the earlier of the datedelivery is refused or the third day after the same is deposited with the United States Postal Service. Notices given by counsel to the Buyershall be deemed given by Buyer and notices given by counsel to the Sellers shall be deemed given by Sellers.

17. Assignment. This Agreement and all rights of Buyer arising hereunder shall not be assigned, sold, pledged or otherwise transferred by Buyer in whole or in part, without the prior written consent of Sellers, which consent may be withheld in the sole discretion of Sellers. Notwithstanding the foregoing, Buyer may assign this Agreement and all of its rights hereunder to an Affiliate. Any assignment permitted or consented to hereunder shall be effected by a written assignment and assumption agreement between Buyer and its assignee (with a fully executed counterpart thereof to be delivered to Sellers at or prior to the Closing) and Buyer shall continue to remain liable hereunder jointly and severally with such assignee.

18. Limitation of Liability. Notwithstanding anything to the contrary contained herein, after the Closing: (a) themaximum aggregate liability of Sellers, and the maximum aggregate amount which may be awarded to and collected by Buyer (including,without limitation, for any breach of any representation, warranty and/or covenant by any Seller or any

26

with a copy to:

Spear Street Capital, LLC 450 Lexington Avenue, 39th Floor New York, NY 10017 Attention: Ms. Laura Dunn Telephone: (212) 488-5511 Facsimile: (212) 488-5520 Email: ldunn@spearstreetcapital.com

and with a copy to

Coblentz Patch Duffy & Bass LLP One Montgomery Street, 30th FloorSan Francisco, California 94104 Attention: J. Gregg Miller, Esq. Telephone: (415) 772-5736Facsimile: (415) 989-1663Email: gmiller@coblentzlaw.com

To Escrow Agent: First American Title Insurance CompanyNational Commercial Services666 Third AvenueNew York, New York 10017Attention: Jennifer PancieraTelephone:(212) 850-0653Email: JPanciera@firstam.com

indemnity of Buyer given by any Seller) under this Agreement or any documents executed pursuant hereto or in connection herewith(collectively, the “Other Documents”), shall under no circumstances whatsoever exceed One Million Seven Hundred Fifty Thousand andNo/100 Dollars ($1,750,000.00); and (b) no claim by Buyer alleging a breach by any Seller of any representation, warranty and/or covenant ofany Seller contained herein or in any of the Other Documents may be made, and Sellers shall not be liable for any judgment in any actionbased upon any such claim, unless and until such claim, either alone or together with any other claims by Buyer alleging a breach by anySeller of any such representation, warranty and/or covenant is for an aggregate amount in excess of Fifty Thousand Dollars and No/100Dollars ($50,000.00) (the “Floor Amount”), in which event Sellers’ liability respecting any such claim or claims shall be for the entireamount thereof, subject to the limitation set forth in clause (a) above. Notwithstanding the foregoing, the cap and Floor Amount on Seller’s liability provided for in this Section 18 shall not apply to any claims made by Buyer for amounts owed by Seller under Section 10(Adjustments; Prorations), Section 12 (Risk of Loss), Section 13 (Brokers) and Section 19.18 (Attorneys’ Fees). This provision shall expressly survive the Closing or the termination of this Agreement.

19. General Provisions.

19.1 Successors and Assigns. This Agreement shall bind and inure to the benefit of the respective successors andpermitted assigns of the parties hereto.

19.2 Gender and Number. Whenever the context so requires, the singular number shall include the plural and theplural the singular, and the use of any gender shall include all genders.

19.3 Entire Agreement. This Agreement contains the complete and entire agreement between the partiesrespecting the transaction contemplated herein and supersedes all prior negotiations, agreements, representations and understandings, if any,between the parties respecting such matters.

19.4 Counterparts. This Agreement may be executed in any number of original counterparts, all of whichevidence only one agreement and only one of which need be produced for any purpose.

19.5 Modifications. This Agreement may not be modified, discharged or changed in any respect whatsoever,except by a further agreement in writing duly executed by Buyer and Sellers. However, any consent, waiver, approval or authorization shallbe effective if signed by the party granting or making such consent, waiver, approval or authorization.

19.6 Exhibits. All exhibits referred to in this Agreement are incorporated herein by reference and shall bedeemed part of this Agreement for all purposes as if set forth at length herein.

19.7 Governing Law. This Agreement shall be construed and enforced in accordance with the laws of the Stateof New Jersey. Sellers and Buyer hereby irrevocably agree that all actions or proceedings in any way, manner or respect, arising out of orfrom or related to this Agreement shall be litigated in courts located within the State of New Jersey. Sellers and

27

Buyer hereby consent and submit to the jurisdiction of any state court located within the County of Hudson or federal court located within theState of New Jersey. Each party hereby irrevocably waives any right it may have to transfer or change the venue of any litigation broughtagainst it by the other party in accordance with this Section.

19.8 No Recordation. This Agreement shall not be recorded. Violation of this provision by Buyer shallautomatically terminate this Agreement and entitle Sellers to receive the Deposit without further action, consent or release from Buyer firstbeing required, and to such other remedies available at law or in equity.

19.9 Captions. The captions of this Agreement are for convenience and reference only and in no way define,describe, extend or limit the scope, meaning or intent of this Agreement.

19.10 Severability. The invalidation or unenforceability in any particular circumstance of any of the provisionsof this Agreement shall in no way affect any of the other provisions hereof, which shall remain in full force and effect.

19.11 No Joint Venture. This Agreement shall not be construed as in any way establishing a partnership, jointventure, express or implied agency, or employer-employee relationship between Buyer and Sellers.

19.12 No Third Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto, their respectivesuccessors and permitted assigns, and no other person or entity shall be entitled to rely upon or receive any benefit from this Agreement orany term hereof.

19.13 Survival. Except as otherwise expressly set forth herein, the covenants, warranties, representations andindemnities of Sellers and Buyer contained in this Agreement shall not survive the Closing.

19.14 Public Disclosure. Except to the extent required by applicable statute, law rule, regulation, regulatorypractice, subpoena or Authorities, neither Sellers nor Buyer shall make any public disclosure of the transaction contemplated by thisAgreement, except as reasonably necessary to carry out the objectives of this Agreement, without the prior written consent of the other party,which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, after the Closing, Sellers and Buyer shall bepermitted to issue a press release describing the transaction contemplated by this Agreement, the name of the Buyer, the location anddescription of the Property, the date of Closing and the Purchase Price.

19.15 WAIVER OF TRIAL BY JURY. THE RESPECTIVE PARTIES HERETO SHALL AND HEREBYDO WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER OF THEPARTIES HERETO AND AGAINST THE OTHER ON ANY MATTERS WHATSOEVER ARISING OUT OF OR IN ANY WAYCONNECTED WITH THIS AGREEMENT, OR FOR THE ENFORCEMENT OF ANY REMEDY UNDER ANY STATUTE,EMERGENCY OR OTHERWISE.

28

19.16 Execution. The submission of this Agreement for examination does not constitute an offer by or to eitherparty. This Agreement shall be effective and binding only after due execution and delivery by the parties hereto. For purposes of thisAgreement, the term “Effective Date” shall mean the date on which this Agreement is executed by the later to sign of Sellers and Buyer (asindicated on the signature page of this Agreement) and such party’s executed counterpart is received by the other party by overnight courier,facsimile transmission or e-mail transmission, and said date shall be inserted at the top of Page 1 of this Agreement. Signatures to thisAgreement transmitted by e-mail or PDF shall be valid and effective to bind the party so signing. A copy of the electronic mail or PDF shallalso be sent to the intended addressee by one of the means described in Section 16 above, in any case with all charges prepaid, addressed tothe appropriate party at its address provided herein.

19.17 Holiday or Weekend. If the date for performance or the expiration of any time period under thisAgreement, including, without limitation, the time period for giving notice under Section 16, is on a Saturday, Sunday or federal legal holiday, then the date for performance or the expiration of the time period shall be the next day which is not a Saturday, Sunday or federallegal holiday.

19.18 Attorney’s Fees/Damages. In the event either party defaults in the performance of any of the terms of thisAgreement and the other party employs attorney(s) in connection therewith, the defaulting party agrees to pay the prevailing party’s reasonable attorneys’ fees (calculated at such attorneys’ reasonable and customary hourly rates and without regard to the amount incontroversy) and costs of litigation.

19.19 Further Assurances. From and after the date of this Agreement (including, without limitation, followingthe Closing Date), Sellers and Buyer agree to do such things, perform such acts, and make, execute, acknowledge and deliver such documentsas may be reasonably necessary or proper and usual to complete the transactions contemplated by this Agreement and to carry out the purposeof this Agreement in accordance with this Agreement.

19.20 Exclusivity. During the term of this Agreement, Sellers shall not offer the Property (or any Seller’s interest therein) for sale, solicit other offers to purchase the Property (or any Seller’s interest therein), or accept offers for the transfer of all orany portion of the Property or all or any portion of any Seller’s interest therein.

20. Bulk Sales Notice. Buyer shall have the right to comply with N.J.S.A. 54:32B-22(c) and N.J.S.A. 54:50-38 (the “Bulk Sales Law”) by delivering a Notification of Sale, Transfer, or Assignment in Bulk (Form C-9600) (the “Tax Notification”) to the Director (the “Director”) of the Division of Taxation of the State of New Jersey Department of the Treasury (the “Division”) by registered or certified mail or overnight delivery at least ten (10) business days prior to Closing. Sellers shall cooperate in connection with such compliance and shallprovide all information necessary for Buyer to complete the Tax Notification, including, but not limited to, completion and filing of the AssetTransfer Tax Declaration Form (Form TTD) with the Director. Receipt of a letter from the Director setting forth whether a tax escrow isrequired or that no tax escrow is required shall be a condition precedent to Buyer’s obligation to close. If the Director informs Buyer that anescrow is required for a possible claim for taxes, including any interest and penalties thereon (the “Claim”) and the maximum amount thereof (the

29

“Deficiency”), then Buyer and Sellers shall close as scheduled and without delay, the amount of the Deficiency shall be withheld from thePurchase Price and held and released by Escrow Agent pursuant to an escrow agreement in a form reasonably acceptable to Buyer and Sellers(“Tax Escrow”), If, after Closing, the Director demands payment of all or any portion of the Deficiency on behalf of Sellers, then Buyer shalldirect the Escrow Agent to release to the Division of Taxation such amount from the Tax Escrow. If the Director sends a clearance letterinforming Buyer that the Deficiency has been fully paid and that neither of Buyer or Sellers have any further liability for the Deficiency, thenBuyer shall direct the Escrow Agent to release such difference to Sellers. Notwithstanding anything to the contrary contained herein, Sellersshall have the right to negotiate with the Director regarding the Claim and the Deficiency; provided , however, that such negotiation shall notdelay for more than ten (10) Business Days any demand for payment made by the Division or subject Buyer to any liability or penalty and,except as hereinabove, provided, Buyer and the Escrow Agent shall be entitled to comply with all instructions of the Director and make anypayment required by the Division from the Tax Escrow. Sellers shall indemnify and hold Buyer harmless from any actual losses, claims,liabilities and expenses (including reasonable attorney’s fees) with respect to any tax liability of Seller owed to the State of New Jersey underthe Bulk Sales Law (the foregoing indemnity shall survive the Closing for a period of one (1) year after the Closing Date).

[SIGNATURE PAGE TO FOLLOW]

30

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

SELLERS:

RT 70 HUDSON, LLC,a Delaware limited liability company

By: /s/ Philip L. Kianka Name: Philip L. Kianka Title: Executive Vice President

Date: November 9, 2015

RT 70 HUDSON URBAN RENEWAL, LLC, a New Jersey limited liability company

By: /s/ Philip L. Kianka Name: Philip L. Kianka Title: Executive Vice President

Date: November 9, 2015

BUYER:

SSC IV INVESTOR, LLCa Delaware limited liability company

By: /s/ John S. Grassi Name: John S. Grassi Title: President

Date: November 5, 2015

SSC V INVESTOR, LLCa Delaware limited liability company

By: /s/ John S. Grassi Name: John S. Grassi Title: President

Date: November 5, 2015

31

EXHIBIT A

LEGAL DESCRIPTION

Blanket Description

ALL THAT CERTAIN tract, lot and parcel of land, lying and being in the City of Jersey City, County of Hudson and State of New Jersey, being more particularly described as follows:

COMMENCING at the intersection of the easterly Right of Way line of Greene Street and the southerly Right of Way line of York Street and running along the southerly Right of Way line of York Street south 81 degrees 47 minutes 01 second east, a distance of 470.000 feet to a point on the easterly Right of Way line of Hudson Street;

THENCE along the easterly Right of Way line of Hudson Street south 8 degrees 12 minutes 59 seconds west, a distance of 280.42 feet to the point of beginning; thence

1. Along the southerly Right of Way line of Grand Street south 81 degrees 47 minutes 01 second east, a distance of 280.00 feet to a point lying on the southerly Right of Way line of the former Grand Street; thence

2. South 8 degrees 12 minutes 59 seconds west, a distance of 201.47 feet to a point; thence

3. North 81 degrees 47 minutes 01 second west, a distance of 280.00 feet to a point lying on the easterly Right of Way line of Hudson Street; thence

4. Along the easterly Right of Way line of Hudson Street north 8 degrees 12 minutes 59 seconds east, a distance of 201.47 feet to the point of BEGINNING.

Together with the benefits of the Colgate Center Declaration of Covenants and Restrictions dated 1/28/00 and recorded 2/2/00 in Deed Book 5565 Page 145 and all amendments and supplements thereto.

For information only: Said premises are known as 70 Hudson Street (a/k/a 66-80 Hudson Street), Jersey City, New Jersey and designated as Lot 30 in Block 5 as shown on the Official Tax Map of the City of Jersey City, County of Hudson.

Parcel A - (Former Lot 6):

DESCRIPTION

ALL THAT CERTAIN tract, lot and parcel of land, lying and being in the City of Jersey City, County of Hudson and State of New Jersey, being more particularly described as follows:

COMMENCING at the intersection of the easterly Right of Way line of Greene Street and the southerly Right of Way line of York Street and running along the southerly Right of Way line of

A-1

York Street south 81 degrees 47 minutes 01 seconds east, a distance of 470.00 feet to a point on the easterly Right of Way line of the former Hudson Street;

THENCE along the easterly Right of Way line of the former Hudson Street south 8 degrees 12 minutes 59 seconds west, a distance of 280.42 feet to the point of beginning; thence

1. Along the southerly Right of Way line of the former Grand Street south 81 degrees 47 minutes 01 second east, a distance of 250.00 feet to a point lying on the southerly Right of Way line of the former Grand Street; thence

2. South 8 degrees 12 minutes 59 seconds west, a distance of 201.47 feet to a point lying on the northerly Right of Way line of the former Sussex Street; thence

3. Along the northerly Right of Way line of the former Sussex Street north 81 degrees 47 minutes 01 second west, a distance of 250.00 feet to a point lying on the easterly Right of Way line of the former Hudson Street; thence

4. Along the easterly Right of Way line of the former Hudson Street north 8 degrees 12 minutes 59 seconds east, a distance of 201.47 feet to the point of beginning.

For information only: Said premises are shown as part of Site 2 on a Subdivision and Lot Consolidation Plan prepared by Langan Engineering and Environmental Services filed 6/22/99 in the Hudson County Register’s Office as map number 3710.

Parcel B - (Former Lot 27):

DESCRIPTION

ALL THAT CERTAIN tract, lot and parcel of land, lying and being in the City of Jersey City, County of Hudson and State of New Jersey, being more particularly described as follows:

COMMENCING and beginning at the intersection of the easterly terminus of Grand Street and the southerly line of Grand Street; thence,

1. South 81 degrees 47 minutes 01 second east, a distance of 30.00 feet; thence

2. South 08 degrees 12 minutes 59 seconds west, a distance of 201.47 feet; thence

3. North 81 degrees 47 minutes 01 second west, a distance of 30.00 feet; thence

4. North 08 degrees 12 minutes 59 seconds east, a distance of 201.47 feet to the point of BEGINNING.

This description is prepared in accordance with a plan prepared by Langan Engineering and Environmental Services, Inc., Elmwood Park, New Jersey, Job No. 1073701, dated 3/12/00, Drawing No. 07.01, titled Colgate Center.

A-2

EXHIBIT B

ESCROW AGREEMENT

ESCROW AGREEMENT made as of the _____ day of ________, 2015 by and among RT 70 HUDSON, LLC, a Delawarelimited liability company, and RT 70 HUDSON URBAN RENEWAL, LLC, a New Jersey limited liability company, each having an officec/o Chambers Street Properties at 47 Hulfish Street, Suite 210, Princeton, New Jersey 08542 (collectively, “Sellers”), _______________________, _________________, having an office at ___________________________________ (“Buyer”), and First American Title Insurance Company, having an office at 666 Third Avenue, New York, New York 10017 (“Escrow Agent”).

RECITALS:

A. Sellers and Buyer have entered into that certain Agreement of Purchase and Sale of even date herewith (the “Agreement”) with respect to the Property. Pursuant to Section 2.2 of the Agreement, Buyer will deposit with Escrow Agent the amount of $8,000,000.00 (the“Deposit”) by wire transfer of immediately available funds within two (2) Business Days after the Effective Date.

B. Buyer and Sellers desire that Escrow Agent hold the Deposit in escrow until the Closing (as defined in the Agreement) or the soonertermination of the Agreement, on the terms and subject to the conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the sum of Ten Dollars ($10.00) and other good and valuable consideration, thereceipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1. Definitions.

Unless otherwise defined in this Escrow Agreement, all capitalized terms used herein shall have the same meanings as set forthin the Agreement.

2. Investment of Deposit.

Promptly upon receipt thereof, Escrow Agent shall acknowledge to Sellers and Buyer receipt of the Deposit. Escrow Agentshall promptly invest the Deposit in an interest-bearing money market account unless otherwise instructed in writing by Sellers and Buyer.All interest earned on the Deposit shall be paid to the party entitled to receive the Deposit pursuant to the Agreement.

Each of Sellers and Buyer has contemporaneously delivered to Escrow Agent a completed Form W-9 to be held by Escrow Agent and submitted on behalf of the applicable party to the Internal Revenue Service following disbursement of the Deposit.

B-1

3. Disbursement of Deposit.

Escrow Agent shall hold and disburse the Deposit upon the following terms and conditions:

3.1 Escrow Agent shall disburse the Deposit and all interest earned thereon to Sellers upon receipt of a Notice(as hereinafter defined) signed by Sellers and Buyer and stating that the Closing has been consummated.

3.2 Escrow Agent shall disburse the Deposit and all interest earned thereon to Buyer promptly upon receipt of aNotice demanding disbursement thereof signed by Buyer and stating that either Sellers has defaulted in the performance of its obligationsunder the Agreement or that Buyer is otherwise entitled to the return of the Deposit and interest thereon pursuant to the provisions of theAgreement; provided, however, that Escrow Agent shall not comply with such demand until at least five (5) business days after the date onwhich Escrow Agent shall have given a copy of such Notice to Sellers, nor thereafter following such five (5) business day period if EscrowAgent shall have received a Notice of objection from Sellers given within such five (5) business day period in accordance with the provisionsof Section 3.4 hereof.

3.3 Escrow Agent shall disburse the Deposit and all interest earned thereon to Sellers promptly upon receipt of aNotice demanding disbursement thereof signed by Sellers and stating that Buyer has defaulted in the performance of its obligations under theAgreement or that Sellers are otherwise entitled to the payment of the Deposit and interest thereon pursuant to the provisions of theAgreement; provided, however, that Escrow Agent shall not comply with such demand until at least five (5) business days after the date onwhich Escrow Agent shall have given a copy of such Notice to Buyer, nor thereafter following such five (5) business day period if EscrowAgent shall have received a Notice of objection from Buyer given within such five (5) business day period in accordance with the provisionsof Section 3.4 hereof.

3.4 Upon receipt of a Notice demanding disbursement of the Deposit and interest thereon made by Buyer orSellers pursuant to Section 3.2 or 3.3 hereof, Escrow Agent shall promptly give a copy thereof to the other party. The other party shall havethe right to object to the disbursement of the Deposit and interest thereon by giving Notice of objection to Escrow Agent within five (5)business days after the date on which Escrow Agent gives such copy of the Notice to the other party, but not thereafter. Upon receipt of suchNotice of objection, Escrow Agent shall promptly give a copy thereof to the party who made the written demand.

4. Disputes.

4.1 If (i) Escrow Agent shall have received a Notice of objection as provided for in Section 3.4 hereof within the time therein prescribed or (ii) any other disagreement or dispute shall arise among the parties or any other persons resulting in adverse claimsand demands being made for the Deposit and interest thereon whether or not litigation has been instituted, then and in any such event, EscrowAgent shall refuse to comply with any claims or demands for the Deposit and shall continue to hold the same and all interest earned thereonuntil it receives either (x) a Notice executed by Buyer and Sellers and directing the disbursement of

B-2

the Deposit and all interest earned thereon or (y) a final nonappealable order of a court of competent jurisdiction, entered in an action, suit orproceeding in which Buyer and Sellers are parties, directing the disbursement of the Deposit and all interest earned thereon, in either of whichevents Escrow Agent shall then disburse the Deposit and all interest earned thereon in accordance with such direction. Escrow Agent shall notbe or become liable in any way or to any person for its refusal to comply with any such claims and demands unless and until it has receivedsuch direction. Upon compliance with such direction, Escrow Agent shall be released of and from all liability hereunder, except for the badfaith, gross negligence or willful misconduct of Escrow Agent.

4.2 Escrow Agent may institute or defend any action or legal process involving any matter referred to hereinwhich in any manner affects it or its duties and liabilities hereunder, but Escrow Agent shall not be required to institute or defend such actionor process unless or until requested to do so by both Buyer and Sellers and then only upon receipt of an indemnity in such amount, and ofsuch character, as it may reasonably require against any and all claims, liabilities, judgments, reasonable attorneys’ fees and other expenses of every kind in relation thereto. All reasonable costs and expenses incurred by Escrow Agent in connection with any such action or process areto be paid by the non-prevailing party.

5. Fees of Escrow Agent.

Except as set forth in Section 4.2 hereof, all fees and expenses, if any, of Escrow Agent hereunder shall be shared equallybetween Buyer and Seller.

6. Duties of Escrow Agent.

It is agreed that the duties of Escrow Agent are only as herein specifically provided, and that Escrow Agent shall not be liablefor any error in judgment or for any act done or step taken or omitted by it in good faith, or for any mistake of fact or law, or for anythingwhich it may do or refrain from doing in connection therewith, except for the bad faith, gross negligence or willful misconduct of EscrowAgent. Escrow Agent shall not be obligated to inquire as to the performance of any obligation described in the Agreement. Escrow Agentshall not incur any liability for acting upon any Notice, consent, waiver or document which appears to be signed by Buyer and/or Sellers, notonly as to its due execution and validity and the effectiveness of its provisions, but also as to the truth of any information therein contained,which Escrow Agent in good faith believes to be genuine and what it purports to be. Buyer and Sellers, jointly and severally, agree toindemnify and hold Escrow Agent harmless from and against any loss, damage, claim or expense, including reasonable attorneys’ fees, resulting from this Escrow Agreement, except for the bad faith, gross negligence or willful misconduct of Escrow Agent. Escrow Agent shallnot be bound by any modification to this Escrow Agreement, unless the modification shall be in writing and signed by Buyer and Sellers, and,if the duties of Escrow Agent hereunder are affected, unless Escrow Agent shall have given its prior written consent thereto.

B-3

7. No Third-Party Beneficiaries.

The terms and provisions of this Escrow Agreement shall create no right in any person, firm or corporation other than theparties and their respective successors and permitted assigns of the Agreement and no third party shall have the right to enforce or benefitfrom the terms hereof.

8. Notices.

Any notice, demand, consent, authorization or other communication (collectively, a “Notice”) which any party is required or may desire to give to or make upon the other party pursuant to this Escrow Agreement shall be effective and valid only if in writing, signedby the party giving such Notice, and delivered personally (upon an officer of the other party or to such individual as may be noted in theaddresses stated below) to the other party or sent by a nationally recognized overnight courier or by registered or certified mail of the UnitedStates Postal Service, return receipt requested, and addressed to the other party as follows (or to such other address or person as any party orperson entitled to notice may by Notice to the other parties specify) or sent by email in PDF format to the email address below, read receiptrequested, and followed by a hard copy notice received by the second business day following the email notice (in which case notice shall bedeemed delivered upon receipt of confirmation of transmission of such email notice):

B-4

To Buyer: c/o Spear Street Capital, LLCOne Market Plaza, Spear TowerSuite 4125San Francisco, California 94105Attention: Mr. Rajiv PatelTelephone: (415) 222-7422Email: rpatel@spearstreetcapital.com

Spear Street Capital, LLC450 Lexington Avenue, 39th FloorNew York, New York 10017Attention: Ms. Laura DunnTelephone:(212) 488-5511Email: ldunn@spearstreetcapital.com

and to:

Coblentz Patch Duffy & Bass LLPOne Montgomery Street, 30th FloorSan Francisco, California 94104Attention: J. Gregg Miller, Esq.Telephone:(415) 772-5736Email: gmiller@coblentzlaw.com

Unless otherwise specified, notices shall be deemed given when received, but if delivery is not accepted, on the earlier of the datedelivery is refused or the third day after the same is deposited with the United States Postal Service. Notices given by counsel to the Buyershall be deemed given by Buyer and notices given by counsel to the Sellers shall be deemed given by Sellers.

9. Governing Law

This Escrow Agreement shall be governed by and construed in accordance with the internal laws of the State of New Jerseywithout regard to principles of conflicts of law.

B-5

To Sellers: RT 70 Hudson, LLC and RT 70 Hudson Urban Renewal, LLCc/o Chambers Street Properties47 Hulfish Street, Suite 210Princeton, New Jersey 08542Attention: Legal DepartmentEmail: Legal@CSPREIT.com

and to:

Troutman Sanders LLP875 Third AvenueNew York, New York 10022Attention: Jeffrey H. Weitzman, Esq.Telephone: (212) 704-6077Email:jeffrey.weitzman@troutmansanders.com

To Escrow Agent:First American Title Insurance CompanyNational Commercial Services666 Third AvenueNew York, New York 10017Attention: Jennifer PancieraTelephone:(212) 850-0653Email: JPanciera@firstam.com

10. Holiday or Weekend

If the date for performance or the expiration of any time period under this Escrow Agreement, including, without limitation,the time period for giving notice under Section 8, is on a Saturday, Sunday or federal legal holiday, then the date for performance or theexpiration of the time period shall be the next day which is not a Saturday, Sunday or federal legal holiday.

11. Counterparts

This Escrow Agreement may be executed in any number of original counterparts, all of which evidence only one agreementand only one of which need be produced for any purpose.

[Signatures appear on the following page]

B-6

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Escrow Agreement as of the date first abovewritten.

SELLERS:

RT 70 HUDSON, LLC,a Delaware limited liability company

By: /s/ Philip L. Kianka Name: Philip L. Kianka Title: Executive Vice President

Date: November 9, 2015

RT 70 HUDSON URBAN RENEWAL, LLC,a New Jersey limited liability company

By: Name: Title:

Date: November 9, 2015

BUYER:

SSC IV INVESTOR, LLCa Delaware limited liability company

By: /s/ John S Gassi Name: John S Gassi Title: President

SSC V INVESTOR, LLCa Delaware limited liability company

By: /s/ John S Grassi Name: John S Grassi Title: President

Date: November 5, 2015

B-7

EXHIBIT C

SCHEDULE OF OCCUPANCY LEASE

Lease Agreement between 70 Hudson Street, L.L.C. and Datek Online Holdings Corp. dated April 25, 2000

Assignment and Assumption of Lease dated as of September 19, 2001 between Datek Online Holdings Corp. and Lehman Brothers HoldingsInc.

Consent Agreement between 70 Hudson Street, L.L.C. and Datek Online Holdings Corp. dated September 26, 2001 with regard toAssignment of Lease

Letter Agreement waiving Tenant’s Termination Right by Lehman Brothers Holdings Inc. dated September 26, 2001

Landlord’s Estoppel Certificate dated September 26, 2001 to Lehman Brothers Holdings, Inc.

Subordination Non Disturbance and Attornment Agreement by and among 70 Hudson Street Urban Renewal Associates, L.L.C., 70 HudsonStreet, L.L.C. and Datek Online Holdings Corp., dated as of September 26, 2001

Release Agreement between 70 Hudson Street, L.L.C. and Datek Online Holdings Corp. dated September November 8, 2001 with regard toAssignment of Lease and release of Datek

Bankruptcy Order-Lehman Brothers Holdings, Inc. Chapter 11 dated September 19, 2008

Assignment and Assumption Agreement between Lehman Brothers Holdings, Inc. and Barclays Capital Inc. dated September 22, 2008

Assignment and Assumption Agreement between Barclays Capital Inc. and Long Island Holding A LLC dated December 2, 2008

Notice of Assignment between Lehman Brothers Holdings, Inc. and Long Island Holding A LLC including address information for noticesdated November 21, 2008

Assignment and Assumption Agreement between 70 Hudson Street, L.L.C. and RT 70 Hudson, LLC dated April 11, 2011

C-1

EXHIBIT D

SCHEDULE OF SERVICE CONTRACTS

NONE

D-1

EXHIBIT E

DILIGENCE CHECKLIST FOR THE PROPERTY

1. Sellers’ existing title insurance policy.

2. Plans and specifications.

3. Environmental Phase 1 obtained by Sellers.

4. Any (i) ADA reports and (ii) engineering reports regarding roofs and structures.

5. Copies of leasing commission agreements.

6. Copies of latest tenant rent invoices.

7. Copies of recent real estate tax bills or estimates.

8. Operating statements for 2013, 2014, and year to date, including CAM reconciliations.

9. All governmental licenses, permits and approvals (including certificates of occupancy) issued to the owner of the Property.

10. Insurance certificates.

E-1

EXHIBIT F

BILL OF SALE

For valuable consideration, the receipt and sufficiency of which is hereby acknowledged, RT 70 HUDSON, LLC, a Delaware limitedliability company, and RT 70 Hudson Urban Renewal, LLC, a New Jersey limited liability company, each having an address at c/o ChambersStreet Properties at 47 Hulfish Street, Suite 210, Princeton, New Jersey 08542, Attn: Legal Department (collectively, “Sellers”), hereby bargain, sell, convey and transfer to ____________________________, a _______________________________ (“Buyer”), all of those certain items of personal and intangible property owned by Sellers (including any warranty made by third parties in connection with the sameand the right to sue on any claim for relief under such warranties) (the “Personal Property”) and attached and appurtenant to, or forming part of, that certain real property having an address of 70 Hudson Street, Jersey City, New Jersey, as more particularly described on Schedule Aattached hereto and made a part hereof.

TO HAVE AND TO HOLD the Personal Property hereby sold, transferred and assigned unto Buyer, its successors and assigns foreverand Sellers binds themselves and their successors and assigns to forever WARRANT AND DEFEND the Personal Property hereby sold untoBuyer, its successors and assigns, forever against every person whomsoever lawfully claiming or to claim such herein described assets or anypart thereof by, through or under Sellers, but not otherwise.

Except as to title as expressly provided herein, Sellers have not made and does not make any express or implied warranty orrepresentation of any kind whatsoever with respect to the Personal Property, including, without limitation, with respect merchantability of thePersonal Property or its fitness for any particular purpose, the design or condition of the Personal Property; the quality or capacity of thePersonal Property; workmanship or compliance of the Personal Property with the requirements of any law, rule, specification or contractpertaining thereto; patent infringement or latent defects. Buyer accepts the Personal Property on an “as is, where is” basis.

[SIGNATURES CONTAINED ON FOLLOWING PAGE]

F-1

IN WITNESS WHEREOF, Sellers have caused this instrument to be executed and delivered as of this ___ day of ___________, 20__.

SELLERS:

RT 70 HUDSON, LLC,

a Delaware limited liability company

By: Name:Title:

RT 70 HUDSON URBAN RENEWAL, LLC,

a New Jersey limited liability company

By: Name: Title:

F-2

SCHEDULE A

TO BILL OF SALE

LEGAL DESCRIPTION

Blanket Description

ALL THAT CERTAIN tract, lot and parcel of land, lying and being in the City of Jersey City, County of Hudson and State of New Jersey,being more particularly described as follows:

COMMENCING at the intersection of the easterly Right of Way line of Greene Street and the southerly Right of Way line of York Street andrunning along the southerly Right of Way line of York Street south 81 degrees 47 minutes 01 second east, a distance of 470.000 feet to a pointon the easterly Right of Way line of Hudson Street;

THENCE along the easterly Right of Way line of Hudson Street south 8 degrees 12 minutes 59 seconds west, a distance of 280.42 feet to thepoint of beginning; thence

5. Along the southerly Right of Way line of Grand Street south 81 degrees 47 minutes 01 second east, a distance of 280.00 feet to apoint lying on the southerly Right of Way line of the former Grand Street; thence

6. South 8 degrees 12 minutes 59 seconds west, a distance of 201.47 feet to a point; thence

7. North 81 degrees 47 minutes 01 second west, a distance of 280.00 feet to a point lying on the easterly Right of Way line of HudsonStreet; thence

8. Along the easterly Right of Way line of Hudson Street north 8 degrees 12 minutes 59 seconds east, a distance of 201.47 feet to thepoint of BEGINNING.

Together with the benefits of the Colgate Center Declaration of Covenants and Restrictions dated 1/28/00 and recorded 2/2/00 in Deed Book5565 Page 145 and all amendments and supplements thereto.

For information only: Said premises are known as 70 Hudson Street (a/k/a 66-80 Hudson Street), Jersey City, New Jersey and designated asLot 30 in Block 5 as shown on the Official Tax Map of the City of Jersey City, County of Hudson.

Parcel A - (Former Lot 6):

DESCRIPTION

ALL THAT CERTAIN tract, lot and parcel of land, lying and being in the City of Jersey City, County of Hudson and State of New Jersey,being more particularly described as follows:

F-3

COMMENCING at the intersection of the easterly Right of Way line of Greene Street and the southerly Right of Way line of York Street andrunning along the southerly Right of Way line of York Street south 81 degrees 47 minutes 01 seconds east, a distance of 470.00 feet to a pointon the easterly Right of Way line of the former Hudson Street;

THENCE along the easterly Right of Way line of the former Hudson Street south 8 degrees 12 minutes 59 seconds west, a distance of 280.42feet to the point of beginning; thence

5. Along the southerly Right of Way line of the former Grand Street south 81 degrees 47 minutes 01 second east, a distance of 250.00feet to a point lying on the southerly Right of Way line of the former Grand Street; thence

6. South 8 degrees 12 minutes 59 seconds west, a distance of 201.47 feet to a point lying on the northerly Right of Way line of theformer Sussex Street; thence

7. Along the northerly Right of Way line of the former Sussex Street north 81 degrees 47 minutes 01 second west, a distance of 250.00feet to a point lying on the easterly Right of Way line of the former Hudson Street; thence

8. Along the easterly Right of Way line of the former Hudson Street north 8 degrees 12 minutes 59 seconds east, a distance of 201.47feet to the point of beginning.

For information only: Said premises are shown as part of Site 2 on a Subdivision and Lot Consolidation Plan prepared by LanganEngineering and Environmental Services filed 6/22/99 in the Hudson County Register’s Office as map number 3710.

Parcel B - (Former Lot 27):

DESCRIPTION

ALL THAT CERTAIN tract, lot and parcel of land, lying and being in the City of Jersey City, County of Hudson and State of New Jersey,being more particularly described as follows:

COMMENCING and beginning at the intersection of the easterly terminus of Grand Street and the southerly line of Grand Street; thence,

5. South 81 degrees 47 minutes 01 second east, a distance of 30.00 feet; thence

6. South 08 degrees 12 minutes 59 seconds west, a distance of 201.47 feet; thence

7. North 81 degrees 47 minutes 01 second west, a distance of 30.00 feet; thence

8. North 08 degrees 12 minutes 59 seconds east, a distance of 201.47 feet to the point of BEGINNING.

This description is prepared in accordance with a plan prepared by Langan Engineering and Environmental Services, Inc., ElmwoodPark, New Jersey, Job No. 1073701, dated 3/12/00, Drawing No. 07.01, titled “Colgate Center”.

F-4

EXHIBIT G

OCCUPANCY LEASE ASSIGNMENT

ASSIGNMENT AND ASSUMPTION OF LEASE (Occupancy Lease)

THIS ASSIGNMENT AND ASSUMPTION OF LEASE (this “Assignment”) is made and entered into as of the ___ day of ___________________, 20__, (the “Effective Date”) by and between RT 70 HUDSON, LLC, a Delaware limited liability company(“Assignor”) and (“Assignee”).

W I T N E S S E T H:

WHEREAS, pursuant to that certain Agreement of Purchase and Sale dated ________, 2015 (the “Agreement”), between Assignor and Assignee, Assignor agreed to sell to Assignee, and Assignee agreed to purchase from Assignor, that certain real property located at 70Hudson Street, Jersey City, New Jersey (the “Property”) ;

WHEREAS, Assignor desires to assign to Assignee all of its right, title and interest in and to that certain lease more fully described inExhibit A attached hereto and made a part hereof (collectively, the “Lease”), and Assignee desires to assume all obligations of Assignorthereunder;

NOW, THEREFORE, in consideration of TEN AND NO/100 DOLLARS ($10.00) and other good and valuable consideration, thereceipt, adequacy and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Assignment and Assumption. Assignor does hereby sell, assign, transfer and set over to Assignee all of Assignor’s right, title and interest as “Landlord” under the Lease, and Assignee hereby assumes all of Assignor’s duties and obligations as “Landlord” under the Lease arising on and after the Effective Date.

2. Mutual Indemnification. Assignor shall indemnify, defend and hold Assignee harmless against and from any and all damages,claims, liabilities and costs (including reasonable attorney’s fees), expenses and causes of action that result from Assignor’s failure to perform its obligations under the Lease and that are attributable to the period prior to the Effective Date. Assignee shall indemnify, defend and holdAssignor harmless against and from any and all damages, claims, liabilities and costs (including reasonable attorney’s fees), expenses and causes of action that result from Assignee’s failure to perform its obligations under the Lease and that are attributable to the period on or afterthe Effective Date. The mutual indemnifications contained in this paragraph shall survive the Effective Date to the date (the “Termination Date”) occurring six (6) months after the Effective Date, at which time such mutual indemnifications shall terminate and be of no furtherforce and effect, except for any claims made prior to the Termination Date.

3. Successors and Assigns. This Assignment shall be binding upon and inure to the benefit of Assignor and Assignee and theirrespective successors and assigns.

G-1

4. Counterparts. This Assignment may be executed in two (2) or more counterpart copies, all of which counterparts shall have thesame force and effect as if the parties hereto had executed a single copy of this Assignment.

5. Governing Law. This Assignment shall be governed by and construed in accordance with the laws of the State of New Jersey.

6. Authority. Assignor and Assignee each represent and warrant to the other party: (a) the execution, delivery and performance ofthis Assignment have been duly approved by such party and no further action is required on the part of such party to execute, deliver andperform this Assignment; (b) the person(s) executing this Assignment on behalf of such party have all requisite authority to execute anddeliver this Assignment; and (c) this Assignment, as executed and delivered by such person(s), is valid, legal and binding on such party, andis enforceable against such party in accordance with its terms.

7. Limitation of Liability. Assignor’s liability under this Assignment shall be limited as set forth in Section 18 of the Agreement.

[SIGNATURE PAGE TO FOLLOW]

G-2

IN WITNESS WHEREOF, Assignor and Assignee have caused this Assignment to be executed as of the day and year first above written.

ASSIGNOR:

RT 70 HUDSON, LLC,a Delaware limited liability company

By: Name: Its:

ASSIGNEE: ,a ___________________________________

By: Name: Its:

G-3

State of ) SS:

I CERTIFY that on , 20__, ______________ personally appeared before me and this person acknowledged under oath, to mysatisfaction, that this person:

(a) signed the attached instrument as _______________, ____________ of ________________________, sole member of_________________ (the “Maker”); and

(b) was authorized to execute the attached instrument on behalf of the Maker; and

(c) executed the attached instrument as the act of such corporation on behalf of, and as the voluntary act of, the Maker.

_______________________________Notary Public

My Commission Expires:

State of ) SS:

I CERTIFY that on , 20_________, ________________ personally appeared before me and this person acknowledged under oath, tomy satisfaction, that this person:

(a) signed the attached instrument as _______________________, which is the member of __________________, the member of__________________, the limited liability company named in the attached document (“__________”); and

(b) was authorized to execute the attached instrument on behalf of __________; and

(c) executed the attached instrument as the act of such corporation on behalf of, and as the voluntary act of, ___________.

_______________________________Notary Public

My Commission Expires:

G-4

County of )

County of )

EXHIBIT A

Lease Agreement between 70 Hudson Street, L.L.C. and Datek Online Holdings Corp. dated April 25, 2000

Assignment and Assumption of Lease dated as of September 19, 2001 between Datek Online Holdings Corp. and Lehman Brothers HoldingsInc.

Consent Agreement between 70 Hudson Street, L.L.C. and Datek Online Holdings Corp. dated September 26, 2001 with regard toAssignment of Lease

Letter Agreement waiving Tenant’s Termination Right by Lehman Brothers Holdings Inc. dated September 26, 2001

Landlord’s Estoppel Certificate dated September 26, 2001 to Lehman Brothers Holdings, Inc.

Subordination Non Disturbance and Attornment Agreement by and among 70 Hudson Street Urban Renewal Associates, L.L.C., 70 HudsonStreet, L.L.C. and Datek Online Holdings Corp., dated as of September 26, 2001

Release Agreement between 70 Hudson Street, L.L.C. and Datek Online Holdings Corp. dated September November 8, 2001 with regard toAssignment of Lease and release of Datek

Bankruptcy Order-Lehman Brothers Holdings, Inc. Chapter 11 dated September 19, 2008

Assignment and Assumption Agreement between Lehman Brothers Holdings, Inc. and Barclays Capital Inc. dated September 22, 2008

Assignment and Assumption Agreement between Barclays Capital Inc. and Long Island Holding A LLC dated December 2, 2008

Notice of Assignment between Lehman Brothers Holdings, Inc. and Long Island Holding A LLC including address information for noticesdated November 21, 2008

Assignment and Assumption Agreement between 70 Hudson Street, L.L.C. and RT 70 Hudson, LLC dated April 11, 2011

G-5

EXHIBIT H

LANDLORD’S LAND LEASE ASSIGNMENT

ASSIGNMENT AND ASSUMPTION OF LEASE (Land Lease-Landlord’s Interest)

THIS ASSIGNMENT AND ASSUMPTION OF LEASE (this “Assignment”) is made and entered into as of the ___ day of ___________________, 20__ (the “Effective Date”), by and between RT 70 HUDSON, LLC, a Delaware limited liability company(“Assignor”) and (“Assignee”).

W I T N E S S E T H:

WHEREAS, pursuant to that certain Agreement of Purchase and Sale dated ________, 2015 (the “Agreement”), Assignor and RT Hudson Urban Renewal, LLC (“Sellers”) agreed to sell to Assignee, and Assignee agreed to purchase from Sellers, that certain real propertylocated at 70 Hudson Street, Jersey City, New Jersey (the “Property”) ;

WHEREAS, Assignor desires to assign to Assignee all of its right, title and interest in and to that certain lease more fully described inExhibit A attached hereto and made a part hereof (collectively, the “Lease”), and Assignee desires to assume all obligations of Assignorthereunder;

NOW, THEREFORE, in consideration of TEN AND NO/100 DOLLARS ($10.00) and other good and valuable consideration, thereceipt, adequacy and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Assignment and Assumption. Assignor does hereby sell, assign, transfer and set over to Assignee all of Assignor’s right, title and interest as “Tenant” under the Lease, and Assignee hereby assumes and agrees to perform all of Assignor’s duties and obligations as “Tenant” under the Lease arising on and after the Effective Date.

2. Mutual Indemnification. Assignor shall indemnify, defend and hold Assignee harmless against and from any and all damages,claims, liabilities and costs (including reasonable attorney’s fees), expenses and causes of action that result from Assignor’s failure to perform its obligations under the Lease and that are attributable to the period prior to the Effective Date. Assignee shall indemnify, defend and holdAssignor harmless against and from any and all damages, claims, liabilities and costs (including reasonable attorney’s fees), expenses and causes of action that result from Assignee’s failure to perform its obligations under the Lease and that are attributable to the period on or afterthe Effective Date. The mutual indemnifications contained in this paragraph shall survive the Effective Date to the date (the “Termination Date”) occurring six (6) months after the Effective Date, at which time such mutual indemnifications shall terminate and be of no furtherforce and effect, except for any claims made prior to the Termination Date,

3. Successors and Assigns. This Assignment shall be binding upon and inure to the benefit of Assignor and Assignee and theirrespective successors and assigns.

H-1

4. Counterparts. This Assignment may be executed in two (2) or more counterpart copies, all of which counterparts shall have thesame force and effect as if the parties hereto had executed a single copy of this Assignment.

5. Governing Law. This Assignment shall be governed by and construed in accordance with the laws of the State of New Jersey.

6. Authority. Assignor and Assignee each represent and warrant to the other party: (a) the execution, delivery and performance ofthis Assignment have been duly approved by such party and no further action is required on the part of such party to execute, deliver andperform this Assignment; (b) the person(s) executing this Assignment on behalf of such party have all requisite authority to execute anddeliver this Assignment; and (c) this Assignment, as executed and delivered by such person(s), is valid, legal and binding on such party, andis enforceable against such party in accordance with its terms.

7. Limitation of Liability. Assignor’s liability under this Assignment shall be limited as set forth in Section 18 of the Agreement.

[SIGNATURE PAGE TO FOLLOW]

H-2

IN WITNESS WHEREOF, Assignor and Assignee have caused this Assignment to be executed as of the day and year first abovewritten.

ASSIGNOR:

RT 70 HUDSON, LLC,a Delaware limited liability company

By: Name: Its:

ASSIGNEE: ,a ___________________________________

By: Name: Its:

H-3

State of ) SS:

I CERTIFY that on , 20__, ______________ personally appeared before me and this person acknowledged under oath, to mysatisfaction, that this person:

(a) signed the attached instrument as _______________, ____________ of ________________________, sole member of_________________ (the “Maker”); and

(b) was authorized to execute the attached instrument on behalf of the Maker; and

(c) executed the attached instrument as the act of such corporation on behalf of, and as the voluntary act of, the Maker.

_______________________________Notary Public

My Commission Expires:

State of ) SS:

I CERTIFY that on , 20_________, ________________ personally appeared before me and this person acknowledged under oath, tomy satisfaction, that this person:

(a) signed the attached instrument as _______________________, which is the member of __________________, the member of__________________, the limited liability company named in the attached document (“__________”); and

(b) was authorized to execute the attached instrument on behalf of __________; and

(c) executed the attached instrument as the act of such corporation on behalf of, and as the voluntary act of, ___________.

_______________________________Notary Public

My Commission Expires:

H-4

County of )

County of )

EXHIBIT A

Lease dated as of October 1, 1999 between 70 Hudson Street, L.L.C., a New Jersey limited liability company (“Hartz Land”), as landlord, and 70 Hudson Street Urban Renewal Associates, L.L.C., a New Jersey limited liability company (“Hartz Urban”), as tenant, a Memorandum of which dated April 25, 2000, was recorded May 23, 2000 in the Register’s Office in Deed Book 5620, page 329, as corrected by that certainCorrection Memorandum of Lease between Hartz Land, as landlord, and Hartz Urban, as tenant, dated as of February 22, 2001 and recordedMarch 8, 2001 in Deed Book 5768, page 246. By that certain Assignment and Assumption of Landlord’s Interest in Lease dated April 11, 2011 and recorded April 13, 2011 in the Register’s Office in Deed Book 8786, page 712, Hartz Land assigned all of its right, title and interestunder the Land Lease to RT 70 Hudson, LLC, a Delaware limited liability company. Hartz Urban assigned all of its rights, title and interestunder the Land Lease to RT 70 Hudson Urban Renewal, LLC, a New Jersey limited liability company, by that certain Assignment andAssumption of Tenant’s Interest in Lease dated April 11, 2011 and recorded April 13, 2011 in the Register’s Office in Deed Book 8786, page 723.

H-5

EXHIBIT I

TENANT’S BUILDING LEASE ASSIGNMENT

ASSIGNMENT AND ASSUMPTION OF LEASE (Building Lease-Tenant’s Interest)

THIS ASSIGNMENT AND ASSUMPTION OF LEASE (this “Assignment”) is made and entered into as of the ___ day of ___________________, 20__ (the “Effective Date”), by and between RT 70 HUDSON, LLC, a Delaware limited liability company(“Assignor”) and (“Assignee”).

W I T N E S S E T H:

WHEREAS, pursuant to that certain Agreement of Purchase and Sale dated ________, 2015 (the “Agreement”), Assignor and RT 70 Hudson Urban Renewal, LLC (“Sellers”) agreed to sell to Assignee, and Assignee agreed to purchase from Sellers, that certain real propertylocated at 70 RT Hudson Street, Jersey City, New Jersey (the “Property”) ;

WHEREAS, Assignor desires to assign to Assignee all of its right, title and interest in and to that certain lease more fully described inExhibit A attached hereto and made a part hereof (collectively, the “Lease”), and Assignee desires to assume all obligations of Assignorthereunder;

NOW, THEREFORE, in consideration of TEN AND NO/100 DOLLARS ($10.00) and other good and valuable consideration, thereceipt, adequacy and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Assignment and Assumption. Assignor does hereby sell, assign, transfer and set over to Assignee all of Assignor’s right, title and interest as “Tenant” under the Lease, and Assignee hereby assumes and agrees to perform all of Assignor’s duties and obligations as “Tenant” under the Lease arising on and after the Effective Date.

2. Mutual Indemnification. Assignor shall indemnify, defend and hold Assignee harmless against and from any and all damages,claims, liabilities and costs (including reasonable attorney’s fees), expenses and causes of action that result from Assignor’s failure to perform its obligations under the Lease and that are attributable to the period prior to the Effective Date. Assignee shall indemnify, defend and holdAssignor harmless against and from any and all damages, claims, liabilities and costs (including reasonable attorney’s fees), expenses and causes of action that result from Assignee’s failure to perform its obligations under the Lease and that are attributable to the period on or afterthe Effective Date. The mutual indemnifications contained in this paragraph shall survive the Effective Date to the date (the “Termination Date”) occurring six (6) months after the Effective Date, at which time such mutual indemnifications shall terminate and be of no furtherforce and effect, except for any claims made prior to the Termination Date.

3. Successors and Assigns. This Assignment shall be binding upon and inure to the benefit of Assignor and Assignee and theirrespective successors and assigns.

I-1

4. Counterparts. This Assignment may be executed in two (2) or more counterpart copies, all of which counterparts shall have thesame force and effect as if the parties hereto had executed a single copy of this Assignment.

5. Governing Law. This Assignment shall be governed by and construed in accordance with the laws of the State of New Jersey.

6. Authority. Assignor and Assignee each represent and warrant to the other party: (a) the execution, delivery and performance ofthis Assignment have been duly approved by such party and no further action is required on the part of such party to execute, deliver andperform this Assignment; (b) the person(s) executing this Assignment on behalf of such party have all requisite authority to execute anddeliver this Assignment; and (c) this Assignment, as executed and delivered by such person(s), is valid, legal and binding on such party, andis enforceable against such party in accordance with its terms.

7. Limitation of Liability. Assignor’s liability under this Assignment shall be limited as set forth in Section 18 of the Agreement.

[SIGNATURE PAGE TO FOLLOW]

I-2

IN WITNESS WHEREOF, Assignor and Assignee have caused this Assignment to be executed as of the day and year first abovewritten.

ASSIGNOR:

RT 70 HUDSON, LLC,a Delaware limited liability company

By: Name: Its:

ASSIGNEE: ,a ___________________________________

By: Name: Its:

I-3

State of ) SS:

I CERTIFY that on , 20__, ______________ personally appeared before me and this person acknowledged under oath, to mysatisfaction, that this person:

(a) signed the attached instrument as _______________, ____________ of ________________________, sole member of_________________ (the “Maker”); and

(b) was authorized to execute the attached instrument on behalf of the Maker; and

(c) executed the attached instrument as the act of such corporation on behalf of, and as the voluntary act of, the Maker.

_______________________________Notary Public

My Commission Expires:

State of ) SS:

I CERTIFY that on , 20_________, ________________ personally appeared before me and this person acknowledged under oath, tomy satisfaction, that this person:

(a) signed the attached instrument as _______________________, which is the member of __________________, the member of__________________, the limited liability company named in the attached document (“__________”); and

(b) was authorized to execute the attached instrument on behalf of __________; and

(c) executed the attached instrument as the act of such corporation on behalf of, and as the voluntary act of, ___________.

_______________________________Notary Public

My Commission Expires:

I-4

County of )

County of )

EXHIBIT A

Lease dated as of October 1, 1999, originally between 70 Hudson Street Urban Renewal Associates, L.L.C., a New Jersey limited liabilitycompany (“Hartz Urban”), as landlord, and 70 Hudson, LLC, a Delaware limited liability company (“Hartz Land”), as tenant, a Memorandum of which dated April 25, 2000 was recorded May 23, 2000 in the Register’s Office in Deed Book 5620, page 333, as corrected by that certainCorrection Memorandum of Lease dated as of April 25, 2000, between Hartz Urban, as landlord, and Hartz Land, as tenant, and recordedMarch 8, 2001 in the Register’s Office in Deed Book 5768, page 251. Hartz Urban assigned all of its right, title and interest under theBuilding Lease to RT 70 Hudson Urban Renewal, LLC, a New Jersey limited liability company, by that certain Assignment and Assumptionof Landlord’s Interest in Lease dated April 11, 2011 and recorded April 13, 2011 in the Register’s Office in Deed Book 8786, page 734. Hartz Land assigned all of its right, title and interest under the Building Lease to RT 70 Hudson, LLC, a Delaware limited liability company, by thatcertain Assignment and Assumption of Tenant’s Interest in Lease dated April 11, 2011 and recorded April 13, 2011 in the Register’s Office in Deed Book 8786, page 745

I-5

EXHIBIT J

TENANT’S LAND LEASE ASSIGNMENT

ASSIGNMENT AND ASSUMPTION OF LEASE (Land Lease-Tenant’s Interest)

THIS ASSIGNMENT AND ASSUMPTION OF LEASE (this “Assignment”) is made and entered into as of the ___ day of ___________________, 20__ (the “Effective Date”), by and between RT 70 HUDSON URBAN RENEWAL, LLC, a Delaware limitedliability company (“Assignor”) and (“Assignee”).

W I T N E S S E T H:

WHEREAS, pursuant to that certain Agreement of Purchase and Sale dated ________, 2015 (the “Agreement”), Assignor and RT Hudson, LLC (“Sellers”) agreed to sell to Assignee, and Assignee agreed to purchase from Sellers, that certain real property located at 70Hudson Street, Jersey City, New Jersey (the “Property”) ;

WHEREAS, Assignor desires to assign to Assignee all of its right, title and interest in and to that certain lease more fully described inExhibit A attached hereto and made a part hereof (collectively, the “Lease”), and Assignee desires to assume all obligations of Assignorthereunder;

NOW, THEREFORE, in consideration of TEN AND NO/100 DOLLARS ($10.00) and other good and valuable consideration, thereceipt, adequacy and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Assignment and Assumption. Assignor does hereby sell, assign, transfer and set over to Assignee all of Assignor’s right, title and interest as “Tenant” under the Lease, and Assignee hereby assumes all of Assignor’s duties and obligations as “Tenant” under the Lease arising on and after the Effective Date.

2. Mutual Indemnification. Assignor shall indemnify, defend and hold Assignee harmless against and from any and all damages,claims, liabilities and costs (including reasonable attorney’s fees), expenses and causes of action that result from Assignor’s failure to perform its obligations under the Lease and that are attributable to the period prior to the Effective Date. Assignee shall indemnify, defend and holdAssignor harmless against and from any and all damages, claims, liabilities and costs (including reasonable attorney’s fees), expenses and causes of action that result from Assignee’s failure to perform its obligations under the Lease and that are attributable to the period on or afterthe Effective Date. The mutual indemnifications contained in this paragraph shall survive the Effective Date to the date (the “Termination Date”) occurring six (6) months after the Effective Date, at which time such mutual indemnifications shall terminate and be of no furtherforce and effect, except for any claims made prior to the Termination Date.

3. Successors and Assigns. This Assignment shall be binding upon and inure to the benefit of Assignor and Assignee and theirrespective successors and assigns.

J-1

4. Counterparts. This Assignment may be executed in two (2) or more counterpart copies, all of which counterparts shall have thesame force and effect as if the parties hereto had executed a single copy of this Assignment.

5. Governing Law. This Assignment shall be governed by and construed in accordance with the laws of the State of New Jersey.

6. Authority. Assignor and Assignee each represent and warrant to the other party: (a) the execution, delivery and performance ofthis Assignment have been duly approved by such party and no further action is required on the part of such party to execute, deliver andperform this Assignment; (b) the person(s) executing this Assignment on behalf of such party have all requisite authority to execute anddeliver this Assignment; and (c) this Assignment, as executed and delivered by such person(s), is valid, legal and binding on such party, andis enforceable against such party in accordance with its terms.

7. Limitation of Liability. Assignor’s liability under this Assignment shall be limited as set forth in Section 18 of the Agreement

[SIGNATURE PAGE TO FOLLOW]

J-2

IN WITNESS WHEREOF, Assignor and Assignee have caused this Assignment to be executed as of the day and year first abovewritten.

ASSIGNOR:

RT 70 HUDSON URBAN RENEWAL, LLC,a New Jersey limited liability company

By: Name: Its:

ASSIGNEE: ,a ___________________________________

By: Name: Its:

J-3

State of ) SS:

I CERTIFY that on , 20__, ______________ personally appeared before me and this person acknowledged under oath, to mysatisfaction, that this person:

(a) signed the attached instrument as _______________, ____________ of ________________________, sole member of_________________ (the “Maker”); and

(b) was authorized to execute the attached instrument on behalf of the Maker; and

(c) executed the attached instrument as the act of such corporation on behalf of, and as the voluntary act of, the Maker.

_______________________________Notary Public

My Commission Expires:

State of ) SS:

I CERTIFY that on , 20_________, ________________ personally appeared before me and this person acknowledged under oath, tomy satisfaction, that this person:

(a) signed the attached instrument as _______________________, which is the member of __________________, the member of__________________, the limited liability company named in the attached document (“__________”); and

(b) was authorized to execute the attached instrument on behalf of __________; and

(c) executed the attached instrument as the act of such corporation on behalf of, and as the voluntary act of, ___________.

_______________________________Notary Public

My Commission Expires:

J-4

County of )

County of )

EXHIBIT A

Lease dated as of October 1, 1999 between 70 Hudson Street, L.L.C., a New Jersey limited liability company (“Hartz Land”), as landlord, and 70 Hudson Street Urban Renewal Associates, L.L.C., a New Jersey limited liability company (“Hartz Urban”), as tenant, a Memorandum of which dated April 25, 2000, was recorded May 23, 2000 in the Register’s Office in Deed Book 5620, page 329, as corrected by that certainCorrection Memorandum of Lease between Hartz Land, as landlord, and Hartz Urban, as tenant, dated as of February 22, 2001 and recordedMarch 8, 2001 in Deed Book 5768, page 246. By that certain Assignment and Assumption of Landlord’s Interest in Lease dated April 11, 2011 and recorded April 13, 2011 in the Register’s Office in Deed Book 8786, page 712, Hartz Land assigned all of its right, title and interestunder the Land Lease to RT 70 Hudson, LLC, a Delaware limited liability company. Hartz Urban assigned all of its rights, title and interestunder the Land Lease to RT 70 Hudson Urban Renewal, LLC, a New Jersey limited liability company, by that certain Assignment andAssumption of Tenant’s Interest in Lease dated April 11, 2011 and recorded April 13, 2011 in the Register’s Office in Deed Book 8786, page 723.

J-5

EXHIBIT K

LANDLORD’S BUILDING LEASE ASSIGNMENT

ASSIGNMENT AND ASSUMPTION OF LEASE (Building Lease-Landlord’s Interest)

THIS ASSIGNMENT AND ASSUMPTION OF LEASE (this “Assignment”) is made and entered into as of the ___ day of ___________________, 20__ (the “Effective Date”), by and between RT 70 HUDSON URBAN RENEWAL, LLC, a Delaware limitedliability company (“Assignor”) and (“Assignee”).

W I T N E S S E T H:

WHEREAS, pursuant to that certain Agreement of Purchase and Sale dated ________, 2015 (the “Agreement”), Assignor and RT 70 Hudson, LLC (“Sellers”) agreed to sell to Assignee, and Assignee agreed to purchase from Sellers, that certain real property located at 70Hudson Street, Jersey City, New Jersey (the “Property”) ;

WHEREAS, Assignor desires to assign to Assignee all of its right, title and interest in and to that certain lease more fully described inExhibit A attached hereto and made a part hereof (collectively, the “Lease”), and Assignee desires to assume all obligations of Assignorthereunder;

NOW, THEREFORE, in consideration of TEN AND NO/100 DOLLARS ($10.00) and other good and valuable consideration, thereceipt, adequacy and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Assignment and Assumption. Assignor does hereby sell, assign, transfer and set over to Assignee all of Assignor’s right, title and interest as “Landlord” under the Lease, and Assignee hereby assumes and agrees to perform all of Assignor’s duties and obligations as “Landlord” under the Lease arising on and after the Effective Date.

2. Mutual Indemnification. Assignor shall indemnify, defend and hold Assignee harmless against and from any and all damages,claims, liabilities and costs (including reasonable attorney’s fees), expenses and causes of action that result from Assignor’s failure to perform its obligations under the Lease and that are attributable to the period prior to the Effective Date. Assignee shall indemnify, defend and holdAssignor harmless against and from any and all damages, claims, liabilities and costs (including reasonable attorney’s fees), expenses and causes of action that result from Assignee’s failure to perform its obligations under the Lease and that are attributable to the period on or afterthe Effective Date. The mutual indemnifications contained in this paragraph shall survive the Effective Date to the date (the “Termination Date”) occurring six (6) months after the Effective Date, at which time such mutual indemnifications shall terminate and be of no furtherforce and effect, except for any claims made prior to the Termination Date.

3. Successors and Assigns. This Assignment shall be binding upon and inure to the benefit of Assignor and Assignee and theirrespective successors and assigns.

K-1

4. Counterparts. This Assignment may be executed in two (2) or more counterpart copies, all of which counterparts shall have thesame force and effect as if the parties hereto had executed a single copy of this Assignment.

5. Governing Law. This Assignment shall be governed by and construed in accordance with the laws of the State of New Jersey.

6. Authority. Assignor and Assignee each represent and warrant to the other party: (a) the execution, delivery and performance ofthis Assignment have been duly approved by such party and no further action is required on the part of such party to execute, deliver andperform this Assignment; (b) the person(s) executing this Assignment on behalf of such party have all requisite authority to execute anddeliver this Assignment; and (c) this Assignment, as executed and delivered by such person(s), is valid, legal and binding on such party, andis enforceable against such party in accordance with its terms.

7. Limitation of Liability. Assignor’s liability under this Assignment shall be limited as set forth in Section 18 of the Agreement

[SIGNATURE PAGE TO FOLLOW]

K-2

IN WITNESS WHEREOF, Assignor and Assignee have caused this Assignment to be executed as of the day and year first abovewritten.

ASSIGNOR:

RT 70 HUDSON URBAN RENEWAL, LLC,a New Jersey limited liability company

By: Name: Its:

ASSIGNEE: ,a ___________________________________

By: Name: Its:

K-3

State of ) SS:

I CERTIFY that on , 20__, ______________ personally appeared before me and this person acknowledged under oath, to mysatisfaction, that this person:

(a) signed the attached instrument as _______________, ____________ of ________________________, sole member of_________________ (the “Maker”); and

(b) was authorized to execute the attached instrument on behalf of the Maker; and

(c) executed the attached instrument as the act of such corporation on behalf of, and as the voluntary act of, the Maker.

_______________________________Notary Public

My Commission Expires:

State of ) SS:

I CERTIFY that on , 20_________, ________________ personally appeared before me and this person acknowledged under oath, tomy satisfaction, that this person:

(a) signed the attached instrument as _______________________, which is the member of __________________, the member of__________________, the limited liability company named in the attached document (“__________”); and

(b) was authorized to execute the attached instrument on behalf of __________; and

(c) executed the attached instrument as the act of such corporation on behalf of, and as the voluntary act of, ___________.

_______________________________Notary Public

My Commission Expires:

K-4

County of )

County of )

EXHIBIT A

Lease dated as of October 1, 1999, originally between 70 Hudson Street Urban Renewal Associates, L.L.C., a New Jersey limited liabilitycompany (“Hartz Urban”), as landlord, and 70 Hudson, LLC, a Delaware limited liability company (“Hartz Land”), as tenant, a Memorandum of which dated April 25, 2000 was recorded May 23, 2000 in the Register’s Office in Deed Book 5620, page 333, as correctedby that certain Correction Memorandum of Lease dated as of April 25, 2000, between Hartz Urban, as landlord, and Hartz Land, as tenant,and recorded March 8, 2001 in the Register’s Office in Deed Book 5768, page 251. Hartz Urban assigned all of its right, title and interestunder the Building Lease to RT 70 Hudson Urban Renewal, LLC, a New Jersey limited liability company, by that certain Assignment andAssumption of Landlord’s Interest in Lease dated April 11, 2011 and recorded April 13, 2011 in the Register’s Office in Deed Book 8786, page 734. Hartz Land assigned all of its right, title and interest under the Building Lease to RT 70 Hudson, LLC, a Delaware limited liabilitycompany, by that certain Assignment and Assumption of Tenant’s Interest in Lease dated April 11, 2011 and recorded April 13, 2011 in theRegister’s Office in Deed Book 8786, page 745.

K-5

EXHIBIT L

FINANCIAL AGREEMENT ASSIGNMENT

ASSIGNMENT AND ASSUMPTION OF FINANCIAL AGREEMENT

THIS ASSIGNMENT AND ASSUMPTION OF FINANCIAL AGREEMENT (this “Assignment”) is made and entered into as of the ___ day of ___________________, 20__ (the “Effective Date”), by and between RT 70 HUDSON URBAN RENEWAL, LLC, a NewJersey limited liability company (“Assignor”) and (“Assignee”).

W I T N E S S E T H:

WHEREAS, pursuant to that certain Agreement of Purchase and Sale dated ________, 2015 (the “Agreement”), Assignor and RT 70 Hudson, LLC (“Sellers”) agreed to sell to Assignee, and Assignee agreed to purchase from Sellers, that certain real property located at 70Hudson Street, Jersey City, New Jersey (the “Property”) ;

WHEREAS, Assignor desires to assign to Assignee all of its right, title and interest in and to that certain Financial Agreement datedOctober 20, 1999 (the “Financial Agreement”), now between Assignor and the City of Jersey City, New Jersey, and Assignee desires toassume all obligations of Assignor thereunder;

NOW, THEREFORE, in consideration of TEN AND NO/100 DOLLARS ($10.00) and other good and valuable consideration, thereceipt, adequacy and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Assignment and Assumption. Assignor does hereby sell, assign, transfer and set over to Assignee all of Assignor’s right, title and interest under the Financial Agreement, and Assignee hereby assumes and agrees to perform all of Assignor’s duties and obligations under the Financial Agreement arising on and after the Effective Date.

2. Mutual Indemnification. Assignor shall indemnify, defend and hold Assignee harmless against and from any and all damages,claims, liabilities and costs (including reasonable attorney’s fees), expenses and causes of action that result from Assignor’s failure to perform its obligations under the Financial Agreement and that are attributable to the period prior to the Effective Date. Assignee shall indemnify,defend and hold Assignor harmless against and from any and all damages, claims, liabilities and costs (including reasonable attorney’s fees), expenses and causes of action that result from Assignee’s failure to perform its obligations under the Financial Agreement and that areattributable to the period on or after the Effective Date. The mutual indemnifications contained in this paragraph shall survive the EffectiveDate to the date (the “Termination Date”) occurring six (6) months after the Effective Date, at which time such mutual indemnifications shallterminate and be of no further force and effect, except for any claims made prior to the Termination Date.

L-1

3. Successors and Assigns. This Assignment shall be binding upon and inure to the benefit of Assignor and Assignee and theirrespective successors and assigns.

4. Counterparts. This Assignment may be executed in two (2) or more counterpart copies, all of which counterparts shall have thesame force and effect as if the parties hereto had executed a single copy of this Assignment.

5. Governing Law. This Assignment shall be governed by and construed in accordance with the laws of the State of New Jersey.

6. Authority. Assignor and Assignee each represent and warrant to the other party: (a) the execution, delivery and performance ofthis Assignment have been duly approved by such party and no further action is required on the part of such party to execute, deliver andperform this Assignment; (b) the person(s) executing this Assignment on behalf of such party have all requisite authority to execute anddeliver this Assignment; and (c) this Assignment, as executed and delivered by such person(s), is valid, legal and binding on such party, andis enforceable against such party in accordance with its terms.

7. Limitation of Liability. Assignor’s liability under this Assignment shall be limited as set forth in Section 18 of the Agreement

[SIGNATURE PAGE TO FOLLOW]

L-2

IN WITNESS WHEREOF, Assignor and Assignee have caused this Assignment to be executed as of the day and year first abovewritten.

ASSIGNOR:

RT 70 HUDSON URBAN RENEWAL, LLC,a New Jersey limited liability company

By: Name: Its:

ASSIGNEE: ,a ___________________________________

By: Name: Its:

L-3

ASSIGNMENT OF SERVICE CONTRACTS

ASSIGNMENT AND ASSUMPTION OF SERVICE CONTRACTS

THIS ASSIGNMENT AND ASSUMPTION OF SERVICE CONTRACTS (this “Assignment”) is made and entered into as of the ___ day of ___________________, 20__, by and between RT 70 HUDSON, LLC, a Delaware limited liability company (“Assignor”) and (“Assignee”).

W I T N E S S E T H:

WHEREAS, pursuant to that certain Agreement of Purchase and Sale dated ________, 2015, Assignor and RT 70 Hudson UrbanRenewal, LLC (“Sellers”) agreed to sell to Assignee, and Assignee agreed to purchase from Sellers, that certain real property located at 70Hudson Street, Jersey City, New Jersey (the “Property”) ;

WHEREAS, Assignor desires to assign to Assignee all of its right, title and interest in and to those certain service contracts more fullydescribed in Exhibit A attached hereto and made a part hereof (collectively, the “Service Contracts”), and Assignee desires to assume all obligations of Assignor thereunder;

NOW, THEREFORE, in consideration of TEN AND NO/100 DOLLARS ($10.00) and other good and valuable consideration, thereceipt, adequacy and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Assignment and Assumption. Assignor does hereby sell, assign, transfer and set over to Assignee all of Assignor’s right, title and interest under the Service Contracts, and Assignee hereby assumes and agrees to perform all of Assignor’s duties and obligations under the Service Contracts arising following the Effective Date.

2. Successors and Assigns. This Assignment shall be binding upon and inure to the benefit of Assignor and Assignee and theirrespective successors and assigns.

3. Counterparts. This Assignment may be executed in two (2) or more counterpart copies, all of which counterparts shall have thesame force and effect as if the parties hereto had executed a single copy of this Assignment.

4. Governing Law. This Assignment shall be governed by and construed in accordance with the laws of the State of New Jersey.

5. Authority. Assignor and Assignee each represent and warrant to the other party: (a) the execution, delivery and performance ofthis Assignment have been duly approved by such party and no further action is required on the part of such party to execute, deliver andperform this Assignment; (b) the person(s) executing this Assignment on behalf of such party have all requisite authority to execute anddeliver this Assignment; and (c) this Assignment, as executed and delivered

M-1

by such person(s), is valid, legal and binding on such party, and is enforceable against such party in accordance with its terms.

[SIGNATURE PAGE TO FOLLOW]

M-2

IN WITNESS WHEREOF, Assignor and Assignee have caused this Assignment to be executed as of the day and year first abovewritten.

ASSIGNOR:

RT 70 HUDSON, LLC,a Delaware limited liability company

By: Name: Its:

ASSIGNEE: ,a ___________________________________

By: Name: Its:

M-3

EXHIBIT N

DEED

This Deed is made as of ___________________, 20__:

BETWEEN

RT 70 HUDSON, LLC, a Delaware limited liability company, having an address at c/o Chambers Street Properties, 47 Hulfish Street, Suite 210, Princeton, New Jersey 08542

referred to as the “Grantor”.

AND

referred to as the “Grantee”.

The words “Grantor” and “Grantee” shall mean all the Grantors and all the Grantees listed above.

Transfer of Ownership. The Grantor grants and conveys (transfers ownership of) the property described below to the Grantee. This transfer is made for the sum of _________________________________________ ($______________________). The Grantor acknowledges receipt of this money.

Tax Map Reference. (N.J.S.A. 46:26A-3) City of Jersey City, County of Hudson, New Jersey.

Block 5, Lot 30

Property. The property (“Property”) consists of that certain tract of land and all improvements thereon located in the City of Jersey City, County of Hudson and State of New Jersey. The legal description is:

See Exhibit A attached hereto and made a part hereof.

N-1

BEING the same lands and premises conveyed to Grantor by deed from 70 Hudson Street, L.L.C., a New Jersey limited liability company, dated April 11, 2011, recorded on April 13, 2011 in the Office of the Clerk of Hudson County in Deed Book 8786 at Page 703.

SUBJECT to all restrictions and easements of record.

Promises by Grantor. The Grantor promises that the Grantor has done no act to encumber the Property. This promise is called a “covenant as to grantor’s acts” (N.J.S.A. 46:4-6). This promise means that the Grantor has not allowed anyone else to obtain any legal rights which affect the Property (such as by making a mortgage or allowing a judgment to be entered against the Grantor).

Signatures. The Grantor signs this Deed as of the date at the top of the first page.

RT 70 HUDSON, LLC,a Delaware limited liability company

By: Name: Its:

N-2

STATE OF NEW JERSEY

SS.:COUNTY OF

I CERTIFY that on _______ ___, 20__, ________________________________, personally came before me and stated under oath, to my satisfaction, that:

____________________________Notary Public

N-3

a. this person is the __________________________ of RT 70 HUDSON, LLC, the Delaware limited liability company named in this instrument;

b. this person is authorized by the limited liability company to sign and deliver this instrument on behalf of the limited liability company;

c. this instrument was signed and delivered by the limited liability company as its voluntary act and deed; and

d. the full and actual consideration paid or to be paid for the transfer of title is $_______________________________. (Such consideration is defined in N.J.S.A. 46:15-5).

EXHIBIT A

LEGAL DESCRIPTION

N-4

EXHIBIT O

FROM OF TENANT ESTOPPEL CERTIFICATE

c/o Chambers Street Properties47 Hulfish Street, Suite 210

Princeton, New Jersey 08542Attention: Legal DepartmentEmail: Legal@CSPREIT.com

and

______________ (“Buyer”)__________________________________________

The undersigned tenant (“Tenant”) hereby certifies to Buyer and Landlord as follows:

1. The Lease has not been canceled, modified, extended or amended except as set forth on Exhibit A attached hereto. The Lease is in full force and effect.

2. Rent has been paid to the first day of the current month and all additional rent has been paid and collected in a current manner.There is no prepaid rent except $______ for ________, 20__ and the amount of the security deposit is $________.

3. Basic Rent is currently payable monthly in the amount of $______ exclusive of Tenant’s share of real estate taxes and operating expenses. Tenant is required to pay real estate taxes and operating expenses as set forth in the Lease.

4. The term of the Lease terminates on __________, 20__. Tenant has no right to renew the term of the Lease.

5. Tenant has accepted and is in occupancy of the Premises. All work to be performed for Tenant under the Lease has beenperformed as required and has been accepted by Tenant, except as follows: ______________________. All required contributions and/orallowances by Landlord to Tenant on account of improvements to the Premises have been received.

6. Neither Tenant nor, to the Tenant’s actual knowledge, Landlord is in default under the Lease. To Tenant’s actual knowledge, Tenant has no claims or defenses against the

O-1

To: RT 70 Hudson, LLC

RE: The Premises: __________________ at 70 Hudson Street, Jersey City, New Jersey Lease set forth in Exhibit A attached hereto (the “Lease”), now between RT 70 Hudson, LLC (“Landlord”) and ______________________ (“Tenant”)

Landlord and is not entitled to any offsets or deductions in rent, free rent, rent credit or other leasing concession under the Lease.

7. The undersigned has no right or option pursuant to the Lease or otherwise to purchase all or any part of the Premises or thebuilding of which the Premises are a part.

8. There are no other agreements written or oral between the undersigned and the Landlord with respect to the Lease and/or thePremises and the building of which the Premises are a part.

9. Tenant has not assigned, transferred or hypothecated the Lease or any interest therein or subleased all or any portion of thePremises or granted any other agreement, concession or license thereof, except as follows: _______________________.

10. The statements contained herein may be relied upon by the Landlord, Buyer and each of their respective principals, members,managers, officers, lenders, successors and assigns.

11. This Tenant Estoppel Certificate may be executed in counterparts, each of which when taken together shall constitute one andthe same document.

If a blank in this document is not filled in, the blank will be deemed to read “none.”

[Signature Page Immediately Follows]

O-2

The undersigned signatory is duly appointed and authorized to sign and deliver this Tenant Estoppel Certificate.

Dated this ____ day of ________, ____

Tenant: ________________________

By: ___________________________

Name:

Title:

O-3

EXHIBIT P

LETTERS TO OCCUPANCY TENANT

P-1

FIRST AMENDMENT TO AGREEMENT OF PURCHASE AND SALE

(70 Hudson Street, Jersey City, New Jersey)

This First Amendment to Agreement of Purchase and Sale (this “Amendment”) is made as of January 15, 2016 (the “Effective Date”) by and between RT 70 HUDSON, LLC, a Delaware limited liability company, and RT 70 HUDSON URBAN RENEWAL, LLC, a New Jersey limited liability company (together, “Seller”), and SSC IV INVESTOR, LLC, a Delaware limited liability company, and SSC V INVESTOR, LLC, a Delaware limited liability company (together, “Buyer”).

RECITALS

A. Seller and Buyer entered into that certain Agreement of Purchase and Sale, dated as of November 9, 2015 (the “Purchase Agreement”), with respect to the purchase and sale of certain real property and the improvements thereon located in Jersey City, New Jersey, as more particularly described in the Purchase Agreement.

B. Seller and Buyer desire to amend the Purchase Agreement as more particularly set forth in this Amendment.

AGREEMENTS

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Buyer hereby agree as follows:

1. Capitalized Terms. All capitalized terms used herein and not defined herein shall have the meanings set forth in the PurchaseAgreement.

2. Occupancy Lease. Section 7.1.6(b) of the Purchase Agreement is hereby deleted in its entirety and replaced with thefollowing:

(b) The term of the Occupancy Lease will expire on January 31, 2016.

3. Tenant Estoppel Condition.

Section 8.1 of the Purchase Agreement (including Sections 8.1.1 and 8.1.2) is hereby deleted in its entirety.

4. Financial Agreement Condition. The first and second sentences of Section 8.2.2 of the Purchase Agreement are hereby deleted in their entirety and replaced with the following:

If the Financial Agreement Condition is not satisfied on or prior to May 1, 2016, then either Buyer or Seller mayterminate this Agreement in which event the Deposit, including all interest earned thereon, shall be promptly returned to Buyerand the parties shall be released from all further obligations and liabilities hereunder, except with respect to the SurvivingObligations and the Withdrawal Request.

2

5. Closing; Time and Place. Section 9.1 of the Purchase Agreement is hereby deleted in its entirety and replaced with thefollowing:

The closing contemplated by this Agreement (the “Closing”) shall take place on the date (“Closing Date”) that is five (5) Business Days after the later to occur of the satisfaction of (i) the Financial Agreement Condition set forth in Section 8.2above; and (ii) the receipt of the letter from the Director of the Division more fully described in the third sentence ofSection 20 below, or on such other date as mutually agreed upon by the parties in writing; provided, however, that in no eventshall the Closing Date occur after May 1, 2016. Time is of the essence with respect to the Closing.

6. Seller’s Closing Documents and Requirements.

(a) Sections 9.2.3, 9.2.11, 9.2.12 and 9.2.17 of the Purchase Agreement are hereby deleted from the PurchaseAgreement.

(b) Section 9.2.10 is hereby amended to delete the reference to the Occupancy Lease.

7. Buyer’s Closing Documents and Requirements. Section 9.3.1 of the Purchase Agreement is hereby amended to delete thereference to the Occupancy Lease.

8. Adjustments and Prorations. Section 10 of the Purchase Agreement is hereby amended to provide that there shall be noadjustments or prorations with respect to the Occupancy Lease.

9. Bulk Sales Notice. Section 20 of the Purchase Agreement is hereby amended to insert the following sentence.

“Buyer shall submit the Tax Notification to the Director of the Division by January 31, 2016”.

10. Full Force and Effect. Except as amended by this Amendment, the Purchase Agreement is unmodified hereby, and as modified by this Amendment, the Purchase Agreement remains in full force and effect. The terms of this Amendment are hereby incorporated into the Purchase Agreement as if set forth fully therein. In the event of a conflict between the terms in the Purchase Agreement and the terms of this Amendment, this Amendment shall prevail.

11. Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original and both of which together shall constitute one and the same agreement. This Amendment may be executed by a party's signature transmitted by facsimile ("fax") or by electronic mail in portable document format ("pdf"), and copies of this Amendment executed and delivered by means of faxed or pdf signatures shall have the same force and effect as copies hereof executed and delivered with original signatures. All parties hereto may rely upon faxed or pdf signatures as if such signatures were originals. All parties hereto agree that a faxed or pdf signature page may be introduced into evidence in any proceeding arising out of or related to this Amendment as if it were an original signature page.

3

Each signatory of this Amendment represents hereby that he or she has the authority to execute and deliver it on behalf of the party hereto for which such signatory is acting.

[Signature Page Follows]

4

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the day and year first above written.

SELLER:

RT 70 HUDSON, LLC,

a Delaware limited liability company

By: /s/ Alan B. Rothschild Name: Alan B. Rothschild Title: Managing Director

RT 70 HUDSON URBAN RENEWAL, LLC, a New Jersey limited liability companyBy: /s/ Alan B. Rothschild Name: Alan B. Rothschild Title: Managing Director

BUYER:SSC IV INVESTOR, LLC,a Delaware limited liability company

By: /s/ John S. Grassi Name: John S. Grassi Title: President

SSC V INVESTOR, LLC,a Delaware limited liability company

By: /s/ John S. Grassi Name: John S. Grassi Title: President

5

SECOND AMENDMENT TO AGREEMENT OF PURCHASE AND SALE

(70 Hudson Street, Jersey City, New Jersey)

THIS SECOND AMENDMENT TO AGREEMENT OF PURCHASE AND SALE (this “Amendment”) is made as of February 22, 2016 (the “Effective Date”) by and between RT 70 HUDSON, LLC, a Delaware limited liability company, and RT 70 HUDSONURBAN RENEWAL, LLC, a New Jersey limited liability company (together, “Seller”), and 70 HUDSON WATERFRONT, LLC, a Delaware limited liability company (“Buyer”).

RECITALS

A. Seller, as seller, and SCC IV Investor, LLC, a Delaware limited liability company, and SCC V Investor, LLC, aDelaware limited liability company, as buyer (together, “Original Buyer”) entered into to that certain Agreement of Purchase and Sale datedas of November 9, 2015, as amended by that certain First Amendment to Agreement of Purchase and Sale (70 Hudson Street, Jersey City,New Jersey) dated January 15, 2016 (collectively, the “Purchase Agreement”), with respect to the purchase and sale of certain real propertyand the improvements thereon located at 70 Hudson Street in Jersey City, New Jersey, as more particularly described in the PurchaseAgreement. By that certain Assignment and Assumption of Agreement of Purchase and Sale of even date herewith, Original Buyer assignedand transferred to Buyer all of Original Buyer’s right, title and interest in, to and under the Purchase Agreement

B. Seller and Buyer desire to amend the Purchase Agreement as more particularly set forth in this Amendment.

AGREEMENTS

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller andBuyer hereby agree as follows:

1. Capitalized Terms. All capitalized terms used herein and not defined herein shall have the meanings set forth in thePurchase Agreement.

2. Joint Condition. Section 8.2 of the Purchase Agreement (including Sections 8.2.1 and 8.2.2) is hereby deleted in its entirety.

3. Closing; Time and Place. Section 9.1 of the Purchase Agreement is hereby deleted in its entirety and replaced with thefollowing:

9.1 Time and Place. The closing contemplated by this Agreement (the “Closing”) shall take place on February 25, 2016 (the “Closing Date”) or such other date as mutually agreed upon by the parties in writing. The Closing shall be conducted

1

through an escrow with Escrow Agent. Time is of the essence with respect to the Closing.

4. Termination Notice. A new Section 9.6 is hereby added to the Purchase Agreement to read as follows:

9.6 Financial Agreement Notice. At the Closing, Seller shall execute and deliver to Escrow Agent a notice of termination ofthe Financial Agreement addressed to the City and in the form of Exhibit Q attached hereto (the “Termination Notice”), together with instructions to Escrow Agent that, upon Closing, the Termination Notice shall be delivered by Escrow Agent toBuyer’s lender, Wells Fargo Bank, National Association (“Buyer’s Lender”), as directed in writing by Buyer. In addition, at the Closing, Escrow Agent shall collect from each of Seller and Buyer an amount equal to one-half (1/2) of the administrative or transfer fee charged by the City in connection with the assignment of the Financial Agreement to Buyer (the “Transfer Fee”). The Transfer Fee shall be paid by Escrow Agent (i) to the City if Buyer’s Lender so directs or (ii) reimbursed one-half (1/2) to Seller and one-half (1/2) to Buyer, if Buyer’s Lender or Buyer delivers the Termination Notice to the City.

5. Full Force and Effect. Except as amended by this Amendment, the Purchase Agreement is unmodified hereby, and asmodified by this Amendment, the Purchase Agreement remains in full force and effect. The terms of this Amendment are hereby incorporatedinto the Purchase Agreement as if set forth fully therein. In the event of a conflict between the terms in the Purchase Agreement and the termsof this Amendment, this Amendment shall prevail.

6. Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be deemed an originaland both of which together shall constitute one and the same agreement. This Amendment may be executed by a party's signature transmittedby facsimile ("fax") or by electronic mail in portable document format ("pdf"), and copies of this Amendment executed and delivered bymeans of faxed or pdf signatures shall have the same force and effect as copies hereof executed and delivered with original signatures. Allparties hereto may rely upon faxed or pdf signatures as if such signatures were originals. All parties hereto agree that a faxed or pdf signaturepage may be introduced into evidence in any proceeding arising out of or related to this Amendment as if it were an original signature page.

Each signatory of this Amendment represents hereby that he or she has the authority to execute and deliver it on behalf of the partyhereto for which such signatory is acting.

[Signature Page Follows]

2

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the day and year first abovewritten.

SELLER:

RT 70 HUDSON, LLC,a Delaware limited liability company

By: /s/ Alan B. Rothschild Name: Alan B. Rothschild Title: Managing Director

RT 70 HUDSON URBAN RENEWAL, LLC, a New Jersey limited liability company

By: /s/ Alan B. Rothschild Name: Alan B. Rothschild Title: Managing Director

BUYER:

70 HUDSON WATERFRONT, LLC,a Delaware limited liability company

By: /s/ John S. Grassi Name: John S. Grassi Title: President

3

EXHIBIT Q

March ___, 2016

VIA CERTIFIED MAIL RETURN RECEIPT REQUESTED

Honorable Steven M. Fulop, MayorCity of Jersey CityCity Hall280 Grove StreetJersey City, New Jersey 07302

City of Jersey City, Office of the City ClerkCity Hall280 Grove StreetJersey City, New Jersey 07302

Dear Mayor Fulop and City Clerk Byrne:

As you are aware, RT 70 Hudson Urban Renewal, LLC (“RT 70 Hudson”) conveyed all of its interests in property commonly knownas 70 Hudson Street, Jersey City, New Jersey and currently designated as Block 5, Lot 30 (formerly known as Block 5, Lots 1. 2. 3. 4 andA2), on the Official Tax Assessor’s Map of the City of Jersey City (the “Project”) to 70 Hudson Waterfront Urban Renewal, LLC (“70 Hudson Waterfront”) on February 25, 2016. The Project is currently subject to that certain Financial Agreement, dated October 20, 1999 (the“Financial Agreement”), with the City of Jersey City (the “City”) granting a 20 year tax exemption for the Project. Pursuant to City Ordinance16.034, which the Municipal Council of the City passed on February 24, 2016, the City consented to such transfer and such consent was to befurther memorialized by a Consent to Assignment of Financial Agreement and Assumption of Financial Agreement Among RT 70 Hudson,70 Hudson Waterfront and the City (the “Consent Agreement”). Due to unforeseen delays, RT 70 Hudson, 70 Hudson Waterfront and theCity are unable to execute the Consent Agreement as of the date hereof.

Accordingly, please be advised that, pursuant to Section 12.2 of the Financial Agreement, RT 70 Hudson and 70 Hudson Waterfronthereby terminate the Financial Agreement and relinquish the tax exempt status of the Project effective as of 11:59 p.m. Eastern Standard Timeon February 24, 2016. RT 70 Hudson will comply with the financial accounting requirements required pursuant to Section 12.3 of theFinancial Agreement and any other requirements of the Financial Agreement with respect to such termination.

4

RE: NOTICE OF TERMINATION OF 70 HUDSON STREET FINANCIAL AGREEMENT

Thank you for your time and anticipated cooperation with respect to this matter. Please be guided accordingly.

Very truly yours,

RT 70 HUDSON URBAN RENEWAL, LLC

By: _______________________________________Name:

Title:

70 HUDSON WATERFRONT URBAN RENEWAL, LLC

By: _______________________________________Name: Title:

cc: Anthony Cruz, Director, HEDCMaureen Cosgrove, CMFO/CTC, Office of Abatement ManagementRobert J. Kakoleski, CMFO, Business AdministratorJoanne Monahan, Corporation CounselJohn Hallanan, Assistant Corporation Counsel

5(Back To Top)

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the following Registration Statements:

of our reports dated February 29, 2016 with respect to the Consolidated Financial Statements and schedules of Gramercy Property Trust, and the effectiveness of internal control over financial reporting of Gramercy Property Trust, included in this Annual Report (Form 10-K) for the year ended December 31, 2015.

/s/ Ernst & Young LLP

New York, New YorkFebruary 29, 2016

(Back To Top)

Exhibit 31.1

CERTIFICATION

I, Gordon F. DuGan, certify that:

Section 4: EX-23.1 (EXHIBIT 23.1)

(1) Registration Statement (Form S-3 No. 333-192137) on Form S-3 of Gramercy Property Trust (formerly known as Chambers Street Properties);

(2) Registration Statement (Form S-3 No. 333-208717) on Form S-3 of Gramercy Property Trust;

(3) Registration Statement (Form S-8 No. 333-189694) on Form S-8 pertaining to the 2013 Equity Plan of Gramercy Property Trust (formerly known as Chambers Street Properties); and

(4) Registration Statement (Form S-8 No. 333-208716) on Form S-8 pertaining to the 2015 Equity Incentive Plan, the 2012 Inducement Equity Incentive Plan and the 2004 Equity Incentive Plan of Gramercy Property Trust Inc.;

Section 5: EX-31.1 (EXHIBIT 31.1)

1. I have reviewed this Annual Report on Form 10-K of Gramercy Property Trust (the “registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

(Back To Top)

Exhibit 31.2

CERTIFICATION

I, Jon W. Clark, certify that:

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 29, 2016

/s/ Gordon F. DuGan

Name: Gordon F. DuGan

Title: Chief Executive Officer

Section 6: EX-31.2 (EXHIBIT 31.2)

1. I have reviewed this Annual Report on Form 10-K of Gramercy Property Trust (the “registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 29, 2016

(Back To Top)

Exhibit 32.1

CERTIFICATION PURSUANT TO18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TOSECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Gramercy Property Trust (the “Company”) on Form 10-K as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Gordon F. DuGan, Chief Executive Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

Date: February 29, 2016

(Back To Top)

Exhibit 32.2

CERTIFICATION PURSUANT TO18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TOSECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Gramercy Property Trust (the “Company”) on Form 10-K as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jon W. Clark, Chief Financial Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

Date: February 29, 2016

(Back To Top)

/s/ Jon W. Clark

Name: Jon W. Clark

Title: Chief Financial Officer

Section 7: EX-32.1 (EXHIBIT 32.1)

1. The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Gordon F. DuGan

Name: Gordon F. DuGan

Title: Chief Executive Officer

Section 8: EX-32.2 (EXHIBIT 32.2)

1. The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Jon W. Clark

Name: Jon W. Clark

Title: Chief Financial Officer