Summary of CAPITAL TRUST INC

Entry into a Material Definitive Agreement, Unregistered Sale of Equity Securit

Item 1.01 Entry Into a Material Definitive Agreement.

Purchase Agreement

On September 27, 2012, Capital Trust, Inc. ("Capital Trust") entered into a purchase and sale agreement (the "Purchase Agreement") with Huskies Acquisition LLC (the "Purchaser"), an affiliate of The Blackstone Group L.P. ("Blackstone"), pursuant to which, among other things, Capital Trust will (i) sell its investment management and special servicing business, including, CT Investment Management Co., LLC ("CTIMCO") and related private investment fund co-investments, to the Purchaser, for a purchase price of $20,629,004, subject to adjustment (the "Investment Management Business Sale") and (ii) issue and sell to the Purchaser 5,000,000 shares (the "New CT Shares") of its class A common stock, par value $0.01 per share ("Common Stock"), for a purchase price of $10,000,000 (the "Purchaser Investment").

Upon the closing of the Investment Management Business Sale and the Purchaser Investment (the "Closing"), Capital Trust will remain publicly traded and listed on the New York Stock Exchange, under the management of the New CT Manager (as defined below), and Capital Trust's stockholders will retain their investment in the Common Stock. Capital Trust will retain its interest in CT Legacy REIT Mezz Borrower, Inc., a vehicle formed to finance certain legacy assets in connection with Capital Trust's March 31, 2011 comprehensive debt restructuring ("CT Legacy REIT"), as well as its existing cash balances (as reduced to fund the Special Dividend (as defined below), carried interest in CT Opportunity Partners I, L.P. and retained interests in three collateralized debt obligations sponsored by Capital Trust.

Sale of Investment Management Business

Capital Trust will, subject to the terms and conditions of the Purchase Agreement, sell to the Purchaser the following:

Х all of the issued and outstanding limited liability company interests in CTIMCO, through which Capital Trust operates its investment management and special servicing business;

Х all of the issued and outstanding limited liability company interests in CT OPI Investor, LLC, the entity through which Capital Trust co-invested as a limited partner in CT Opportunity Partners I, L.P., an investment fund managed by CTIMCO; and

Х all of the issued and outstanding limited liability company interests in CT High Grade Partners II Co-Invest, LLC, the entity through which Capital Trust co-invested as a non-managing member of CT High Grade Partners II, LLC, an investment fund managed by CTIMCO.

The Purchase Agreement contemplates that, immediately prior to the Closing, CTIMCO will own all 100 outstanding shares of class A preferred stock, par value $0.001 per share (the "CTLR Preferred Stock"), of CT Legacy REIT. The CTLR Preferred Stock is entitled to $7.5 million per annum of preferential dividends that step down in January 2013 to the greater of 2.5% of assets and $1.0 million per annum.

-1-

Purchaser Investment

Capital Trust will, subject to the terms and conditions of the Purchase Agreement, issue and sell the New CT Shares to the Purchaser at the Closing. Upon consummation of the sale of the New CT Shares, the Purchaser will own approximately 18.2% of the outstanding Common Stock.

Special Dividend of $2.00 Per Share Payable Contingent Upon Closing

The Purchase Agreement requires Capital Trust's board of directors (the "Board") to declare a special cash dividend of $2.00 per share, subject to decrease for any interim dividends, payable to holders of record of Common Stock on the record date for the special meeting of stockholders (the "Special Meeting") to be called in connection with the transactions contemplated by the Purchase Agreement (the "Transactions"). The record date for the Special Meeting is expected to be set shortly before Capital Trust mails the proxy statement that will be used to solicit proxies from stockholders for use at the Special Meeting. The payment of the special dividend is contingent upon the Closing and will be paid as soon as practicable following the Closing. Purchaser will not be entitled to participate in the special dividend in respect of the shares of Common Stock to be issued pursuant to the Purchaser Investment.

New Management Agreement

As a condition to the Closing, the Purchase Agreement requires Capital Trust, among other things, to enter into a new management agreement (the "New Management Agreement") with the New CT Manager, pursuant to which Capital Trust will become managed by the New CT Manager pursuant to the terms and conditions of the New Management Agreement. For additional information relating to the New Management Agreement, see "-New Management Agreement to Be Entered Into Upon Closing" below in this Item 1.01.

Right of the Purchaser to Designate Two Directors

The Purchase Agreement provides that, effective as of the Closing, the Purchaser will be entitled to designate two directors to the Board, one of whom will be appointed as Chairman of the Board and, until such time as the Purchaser and its affiliates collectively have disposed of more than 50% of the New CT Shares, Capital Trust will nominate for election to the Board two director nominees designated by the Purchaser at each annual or special meeting or Capital Trust's . . .