Exhibit 10.3

FORM OF CONTINGENT VALUE RIGHTS AGREEMENT

This CONTINGENT VALUE RIGHTS AGREEMENT (this “Agreement”), dated as of [          ], 2013, is by and among Gramercy Property Trust Inc., a Maryland corporation (the “Company”), and the investor set forth on the signature page hereto (the “Investor”).

WHEREAS, in connection with the issuance by the Company of [   ] shares of the Company’s Common Stock, par value $0.001 per share (the “Common Stock”) on the date hereof to the Investor pursuant to that certain Common Stock Purchase Agreement, dated as of October 4, 2013 (the “Stock Purchase Agreement”), by and among the Company and the investors party thereto, the Company is obligated to issue to the Investor the Contingent Value Rights (as defined below).

NOW, THEREFORE, in consideration of the mutual covenants and undertakings contained herein and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

“Contingent Value Rights” means the contingent value rights, in the amount set forth on the Investor’s signature page hereto, issued to the Investor subject to the terms and conditions contained herein (as may be adjusted in accordance with Section 2(d)).

“Purchase Price” shall equal $4.11 (as may be adjusted in accordance with Section 2(d)).

“Test Date” means the last Trading Day during the Lock-Up Period.

“VWAP” means the dollar volume-weighted average price for the Common Stock on its Trading Market during the period beginning at 9:30:01 a.m., New York time (or such other time as the Trading Market publicly announces is the official open of trading), and ending at 4:00:00 p.m., New York time (or such other time as the Trading Market publicly announces is the official close of trading), as reported by Bloomberg, L.P. through its “Volume at Price” function or, if the foregoing does not apply, the dollar volume-weighted average price of such security in the over-the-counter market on the electronic bulletin board for such security during the period beginning at 9:30:01 a.m., New York time (or such other time as the Trading Market publicly announces is the official open of trading), and ending at 4:00:00 p.m., New York City Time (or such other time as the Trading Market publicly announces is the official close of trading), as reported by Bloomberg, L.P., or, if no dollar volume-weighted average price is reported for such security by Bloomberg, L.P. for such hours, the average of the highest closing bid price and the lowest closing ask price of any of the market makers for such security as reported in the “pink sheets” by Pink Sheets LLC (formerly the National Quotation Bureau, Inc.). If the VWAP cannot be calculated for the Common Stock on a particular date on any of the foregoing bases, the VWAP of the Common Stock shall be the fair market value of the Common Stock on such date as determined by the Company’s Board of Directors in good faith.

(a) On the close of business as of the Test Date, the Company, together with the Investor, shall calculate the VWAP per Common Share for the period covering the last ten (10) Trading Days of the Lock-Up Period, including, for the avoidance of doubt, the Test Date (the “Lock-Up Period VWAP”).

(b) Not later than April 1, 2014, the Company shall pay to the Investor, in immediately available funds to an account designated in writing by such Investor, an amount (the “Settlement Amount”) equal to (i) the number of Contingent Value Rights held by the Investor on the Test Date multiplied by (ii) the amount equal to the difference between (A) the Purchase Price minus (B) the Lock-Up Period VWAP, which Settlement Amount shall not be less than zero nor, subject to Section 2(c) below, greater than $0.46 (the “Settlement Cap”) (as may be adjusted in accordance with Section 2(d)).

(c) If prior to the expiration of the Lock-Up Period, other than (A) pursuant to any bona fide, underwritten public offering, (B) pursuant to the conversion of the Class B-2 Common Stock into shares of Common Stock, or (C) pursuant to the Equity Incentive Plans, the Company issues or sells (i) Shares at a greater than 5% discount to the 10-day VWAP (measured on the ten Trading Days prior to the date the price for such Shares was determined) or (ii) rights, options or warrants in respect of Shares allowing the holders thereof to purchase Shares at a greater than 5% discount to the 10-day VWAP (measured on the ten Trading Days prior to the date the price for such securities was determined), then the Settlement Cap shall no longer apply, and the Settlement Amount shall be unlimited.

(d) The terms “Contingent Value Rights”, “Lock-Up Period VWAP”, “Purchase Price” and “Settlement Cap”, and any amount set forth herein, shall be adjusted appropriately to account for the occurrence of any stock split, subdivision, dividend or distribution affecting the Common Shares (or other securities or rights convertible into, or entitling the holder thereof to receive directly or indirectly Common Shares), combination or other similar recapitalization or event occurring after the date hereof and prior to the determination of the Settlement Amount.

[Signature pages follow.]

IN WITNESS WHEREOF, each party hereto has duly executed this Agreement or has caused this Agreement to be duly executed by an authorized officer as of the day and year first above written.

[Signature Page to Contingent Value Rights Agreement]

[Signature Page to Contingent Value Rights Agreement]

ATTACHMENT

Contingent Value Rights Information