GTJ REIT, INC. FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Unregistered Sale of Equity Securities, Change in Directors or Principal Officers, Financial Statements and Exhibits

 Item 1.01                      Entry into a Material Definitive Agreement.    

On January 17, 2013, GTJ REIT, Inc. ("GTJ") and its wholly-owned subsidiaries GTJ GP, LLC (the "General Partner") and GTJ Realty, LP (the "UPREIT") (collectively, "the Company"), and Wu/Lighthouse Portfolio, LLC ("Wu/Lighthouse Portfolio"), Jeffrey Wu ("Wu"), the Wu Family 2012 Gift Trust (the "Wu Trust"), Paul Cooper ("P. Cooper"), Louis Sheinker ("L. Sheinker"), Jerome Cooper ("J. Cooper"), Jeffrey Ravetz ("J. Ravetz") and Sarah Ravetz ("S. Ravetz"), and together with Wu/Lighthouse Portfolio, Wu, the Wu Trust, P. Cooper, L. Sheinker, J. Cooper, J. Ravetz and S. Ravetz collectively hereinafter referred to as "Sellers"), entered into a certain contribution agreement effective as of January 1, 2013 (the "Contribution Agreement") pursuant to which the UPREIT acquired all of the Sellers' outstanding ownership interests in 25 commercial properties located in New York, New Jersey and Connecticut (the "Acquired Properties"). The Acquired Properties have a gross asset value of approximately $194 million, and are subject to an aggregate of approximately $115 million in outstanding mortgage indebtedness, which was assumed by the UPREIT upon the closing. P. Cooper, the Company's Chief Executive Officer and a director is a 6% owner and principal of Wu/Lighthouse Portfolio and J. Cooper our Chairman of the Board of Directors owns a .666% interest therein. With the acquisition of the Acquired Properties, the UPREIT currently owns a total of 32 properties, including its seven (7) previously-owned properties.

The transaction was evaluated and negotiated on behalf of the Company by the special committee formed by the Board of Directors (the "Special Committee") comprising solely of independent and disinterested directors, and upon the unanimous recommendation of the Special Committee, unanimously approved by the Board of Directors. The Special Committee engaged Duff & Phelps, LLC, a provider of independent financial advisory and investment banking services, as its independent financial advisor and to provide an opinion as to the fairness, within a range, from a financial point of view, to the stockholders of the Company, of the consideration to be paid to the Sellers by the UPREIT in the transaction. The opinion is directed to the Special Committee and may only be relied upon by the Special Committee and the Board of Directors, and sets forth, among other things, the assumptions made, procedures followed, matters considered and qualifications and limitations on the review undertaken in rendering the opinion. A copy of the fairness opinion of Duff & Phelps, LLC is filed with this Current Report on Form 8-K.

In consideration of the acquisition of the Acquired Properties, the UPREIT issued to the Sellers, limited partnership units of the UPREIT such that immediately following closing, GTJ REIT beneficially owned 66.71% of the outstanding partnership units of the UPREIT and the Sellers (other than Wu/Lighthouse Portfolio) collectively received 33.29% of the partnership units therein. A copy of the organizational chart setting forth the ownership structure of the UPREIT is filed herewith as Exhibit 99.2.

General Partner is the general partner of the UPREIT (through its 1% general partnership interest in the UPREIT) and as a result thereof, the Company, through its ownership of General Partner, will exercise managerial control over the properties, business and operations of the UPREIT. The UPREIT is authorized to issue common limited partnership units, Class A limited partnership units and Class B limited partnership units. While all limited partnership units have

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the same economic rights, holders of the UPREIT's Class B limited partnership units have no voting rights. The Company holds Class A limited partnership units.

Common limited partnership units in the UPREIT are convertible/redeemable, at the option of the General Partner, into shares of GTJ common stock or cash. Class B limited partnership units in the UPREIT are convertible/redeemable, at the option of the General Partner, into shares of newly-authorized Series B Preferred Stock of the Company or cash. Shares of Series B Preferred Stock have the same economic interest as Common Stock; however holders of the Series B Preferred Stock have no voting rights. The conversion of all of the Sellers' limited partnership units into the Company's capital stock as of the closing date would result in the issuance of approximately 1,820,000 shares of Common Stock and approximately 5,005,000 shares of Series B Preferred Stock comprising an aggregate interest of 33.29% of the then outstanding capital stock of the Company. . . .

   Item 2.01                      Completion of Acquisition or Disposition of Assets    

On January 17, 2013, the Company completed the acquisition of the Acquired Properties, effective as of January 1, 2013. The disclosures required by this Item 2.01 is set forth in Items 1.01 and 2.03.

   Item 2.03                      Creation of a Direct Financial Obligation or an 

Obligation Under an Off-Balance Sheet Arrangement of a Registrant

Each of the Acquired Properties was and continues to be encumbered by certain mortgage indebtedness from one of three different lenders in the aggregate amount of approximately $115 million. Concurrent with the acquisition of the Acquired Properties, the Company, the UPREIT and the entity owners of the Acquired Properties entered into certain loan assumption and modification documents to facilitate the acquisition of the Acquired Properties. Below is a summary of the material terms of the arrangement with each lender.

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United States Life Insurance Company Loan:

Wu/LH 15 Executive L.L.C., a Delaware limited liability company, Wu/LH 22 Marsh Hill L.L.C., a Delaware limited liability company, Wu/LH 35 Executive L.L.C., a Delaware limited liability company, Wu/LH 470 Bridgeport L.L.C., a Delaware limited liability company, Wu/LH 950 Bridgeport L.L.C., a Delaware limited liability company and Wu/LH 8 Slater L.L.C., a Delaware limited liability company (collectively, the "USLIC Borrowers") previously entered into mortgage loans with The United States Life Insurance Company in the City of New York, successor by merger to First SunAmerica Life Insurance Company, a New York corporation ("USLIC") in the aggregate original principal amount of $23.5 million (the "USLIC Mortgage Loan")

The USLIC Mortgage Loan bears interest at a rate of 5.76% and matures on April 1, 2018. USLIC has the option of extending the terms of the USLIC Mortgage Loan for an additional five (5) years based on new market interest rate and a new amortization period. After September 8, 2014, the USLIC Mortgage Loan may be prepaid upon the following terms and conditions: (i) USLIC receives not less than 30 days prior written notice and (ii) USLIC receives a prepayment fee equal to the greater of (a) 1% of the outstanding principal and (b) a yield maintenance amount.

The Company has assumed the obligations of the original guarantors under the USLIC Mortgage Loan and the USLIC Borrowers executed and delivered to USLIC certain loan assumption and modification documents included herewith.

    Below is a breakdown of the specific properties encumbered by the USLIC Mortgage Loan:                                                                        Original                                                                     Principal    Maturity Owner                      Address              Collateral           Amount        Date  Wu/LH 15 Executive     15 Executive        Mortgage and security   $ 4,096,400   3/8/2018 L.L.C.                 Blvd Orange, CT     interest in chattels                                            and intangible                                            personalty  Wu/LH 22 Marsh         22 Marsh Hill Rd    Mortgage and security   $ 2,716,700   3/8/2018 Hill L.L.C.            Orange, CT          interest in chattels                                            and intangible                                            personalty  Wu/LH 35 Executive     35 Executive        Mortgage and security   $ 5,724,600   3/8/2018 L.L.C.                 Blvd Orange, CT     interest in chattels                                            and intangible                                            personalty  Wu/LH 470              470 Bridgeport      Mortgage and security   $ 3,683,700   3/8/2018 Bridgeport L.L.C.      Ave Shelton, CT     interest in chattels                                            and intangible                                            personalty  Wu/LH 950              950 Bridgeport      Mortgage and security   $ 2,639,000   3/8/2018 Bridgeport L.L.C.      Ave Mildord, CT     interest in chattels                                            and intangible                                            personalty                                            8 

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                                                                           Original                                                                         Principal     Maturity Owner                       Address               Collateral             Amount         Date  Wu/LH 8 Slater L.L.C.    8 Slater          Mortgage and security       $ 4,639,600    3/8/2018                          Street Port       interest in chattels and                          Chester, NY       intangible personalty     John Hancock Loan:   

Wu/LH 12 Cascade L.L.C., Wu/LH 25 Executive L.L.C., Wu/LH 269 Lambert L.L.C., Wu/LH 103 Fairview Park L.L.C., Wu/LH 412 Fairview Park L.L.C., Wu/LH 401 Fieldcrest L.L.C., Wu/LH 404 Fieldcrest L.L.C., Wu/LH 36 midland L.L.C., Wu/LH 100-110 Midland L.L.C., Wu/LH 112 Midland L.L.C., Wu/LH 199 Ridgewood L.L.C., Wu/LH 203 Ridgewood L.L.C., Wu/LH 100 American L.L.C., Wu/LH 200 American L.L.C., Wu/LH 300 American L.L.C., Wu/LH 400 American L.L.C. and Wu/LH 500 American L.L.C., (collectively, the "John Hancock Borrowers"), entered into mortgage loan with John Hancock Life Insurance Company (U.S.A.), a Michigan corporation, successor by merger to John Hancock Life Insurance Company, a Massachusetts corporation, doing its mortgage business in New York as Manulife Financial ("John Hancock") in the aggregate original principal amount of $105 million (the "John Hancock Loan") which made pursuant to that certain Loan Agreement dated February 25, 2008 among the John Hancock Borrowers and certain other borrowers who have since been released from the John Hancock Loan. Certain of the notes given in connection with the John Hancock Loan in the original principal amounts of $12 million and $3.9 million were fully paid by Wu/Lighthouse Portfolio prior to the acquisition of the Acquired Properties. . . .

   Item 3.02.                     Unregistered Sales of Equity Securities.    

The disclosure required by this item is set forth under Item 1.01 above.

   Item 5.02                      Departure of Directors or Principal Officers; 

Election of Directors; Appointment of Principal Officers.

In connection with the completion of the acquisitions described above, Louis Sheinker, formerly a principal of Wu/Lighthouse Portfolio was appointed as President and Chief Operating Officer, and a director of the Company. Mr. Sheinker brings nearly 27 years of real estate experience to the Company. His primary responsibilities will be to (a) oversee real estate

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operations on behalf of the Company and the UPREIT, (b) implement strategic initiatives designed to facilitate the Company's growth and expansion, and (c) property management and construction management. Prior to joining the Company, Mr. Sheinker was a co-founding partner in Lighthouse Real Estate Ventures ("Lighthouse"). He has participated in restructuring and repositioning of over 4 million square feet of office space and industrial properties having an aggregate value in excess of $800 million. Prior to founding Lighthouse, Mr. Sheinker was the President of Sheinker Wasserstein Realty Services, Inc., where he managed a $100 million portfolio and rendered management and asset management services on behalf of financial institutions throughout the New York Metropolitan Area.

The material terms of Mr. Sheinker's employment agreement are described under Item 1.01 of this Current Report Form 8-K, and a copy of Mr. Sheinker's employment agreement is filed herewith.

Also, as described above, the Company entered into employment agreements, effective as of January 1, 2013, with Paul Cooper and David J. Oplanich, our Chief Executive Officer and Chief Financial Officer, respectively. The material terms of the employment agreements for Messrs. Cooper and Oplanich are described in Item 1.01 of this Current Report on Form 8-K, and copies of such agreements are being filed herewith.

Expansion of the Board of Directors; Appointment of New Directors

Effective as of January 17, 2013 and pursuant to the Company's Bylaws, the Board of Directors voted to expand the number of members comprising the entire Board of Directors from seven (7) to ten (10) directors. In addition, the Board of Directors voted to elect each of Louis Sheinker, Jeffery Wu and Stanley Perla to serve as Class II directors of the Company. It is expected that Mr. Perla will be named as a member of the Company's Audit Committee. Messrs. Perla and Wu qualify as "independent directors" as such term is defined in the Company's charter.

Stanley R. Perla, CPA, 69, was a partner for Ernst & Young LLP, a public accounting firm from September 1978 to June 2003 and Managing Partner of Cornerstone Accounting Group LLP, from June 2008 to May 2011. He served as Ernst & Young's National Director of Real Estate Accounting as well as Ernst & Young'sNational Accounting and Auditing Committee. He is an active member of the National Association of Real Estate Investment Trusts and the National Association of Real Estate Companies. Mr. Perla has also been a trustee and chair of the audit committees of American Mortgage Acceptance Company and Lexington Realty Trust, Vice President - Director of Internal Audit for Vornado Realty Trust (July 2003 - May 2008). Mr. Perla is currently chair of the Madison Harbor Balanced Strategies audit committee and also serves on the valuation and nominating & compensation committees and is chair of the American Realty Capital Daily Net Asset Value Fund audit committee and a member of the board of the American Realty Capital Real Estate Income Fund.

Jeffrey Wu is an active and accomplished investor in commercial real estate and many other businesses. Since mid-80's, he has transacted over sixty properties totaling more than four million square feet. He is also the principal shareholder, a founder and director of United

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International Bank. In addition, he is the sole owner of Hong Kong Supermarket Chain, one of the largest Asian supermarket chains with stores in multi-states. Jeffrey is a major contributor to many charities and non-profit organizations, and serves as a director of the New York Law Enforcement Foundation.

  Item 9.01                      Financial Statements and Exhibits.    (a)                 Financial statements of businesses acquired.   

Pursuant to Item 9.01(A)(4) of Form 8-K, the Company intends to file the financial information required by this paragraph (A) of Item 9.01 as an amendment to this Form 8-K within seventy-one days of the date this Current Report on Form 8-K as filed with the Securities and Exchange Commission.

   (b)                 Proforma financial information.   

Pursuant to Item 9.01(B)(2) of Form 8-K, the Company intends to file the financial information required by this paragraph (B) of Item 9.01 as an amendment to this Form 8-K within seventy-one days of the date this Current Report on Form 8-K as filed with the Securities and Exchange Commission

   (d)                 Exhibits    Exhibit No.                                Description  4.1            Articles Supplementary of the Series B Preferred Stock of GTJ                REIT, Inc. dated as of January 10, 2013.  10.1           Contribution Agreement by and among Wu/Lighthouse Portfolio, LLC,                GTJ REIT, Inc., GTJ GP, LLC, GTJ Realty, LP, Jeffrey Wu, Paul                Cooper, Louis Sheinker, Jerome Cooper, Jeffrey Ravetz and Sarah                Ravetz dated as of January 1, 2013.  10.2           Amended and Restated Limited Partnership Agreement by and between                GTJ REIT, Inc. and GTJ GP, LLC dated as of January 1, 2013.  10.3           Tax Protection Agreement by and among GTJ REIT, Inc., GTJ Realty,                LP, Jeffrey Wu, Wu Family 2012 Gift Trust, Paul Cooper, Jerome                Cooper, Jeffrey Ravetz, Sarah Ravetz and Louis Sheinker dated as of                January 1, 2013.  10.4           Registration Rights Agreement by and among GTJ REIT, Inc. and                certain investors dated as of January 1, 2013.  10.5           Employment Agreement by and between David J. Oplanich and GTJ                REIT, Inc. dated as of January, 2013.  10.6           Employment Agreement by and between Paul Cooper and GTJ REIT, Inc.                dated as of January, 2013.  10.7           Employment Agreement by and between Louis Sheinker and GTJ                REIT, Inc. dated as of January, 2013.  10.8           Amendment and Modification of Loan Agreement by and among WU/LH 12                Cascade L.L.C., WU/LH 25 Executive L.L.C., WU/LH 269 Lambert L.L.C.,                WU/LH 103 Fairview Park L.L.C., WU/LH 412 Fairview Park L.L.C.,                WU/LH 401 Fieldcrest L.L.C., WU/LH 404 Fieldcrest L.L.C., WU/LH 36                Midland L.L.C., WU/LH 100-110 Midland L.L.C., WU/LH 112 Midland                L.L.C., WU/LH 199 Ridgewood L.L.C., WU/LH 203 Ridgewood L.L.C.,                WU/LH 100 American L.L.C., WU/LH 200 American L.L.C., WU/LH 300                American L.L.C., WU/LH 400 American L.L.C. and WU/LH 500 American                L.L.C. (collectively the "John Hancock Borrowers") and John Hancock                Life Insurance Company ("John Hancock") dated as of January 1, 2013                in the aggregate original principal amount of $105,000,000.00. (To                file by amendment)                                            14 

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   10.9         Loan Agreement by and among the John Hancock Borrowers and John              Hancock dated as of February 25, 2008 in the aggregate principal              amount of $105,000,000.00. (To file by amendment)  10.10        Open-End Mortgage Deed, Assignment of Leases and Rents, Security              Agreement and Fixture Filing by and among Wu/LH 25 Executive L.L.C.,              Wu/LH 12 Cascade L.L.C., Wu/LH 269 Lambert L.L.C., Wu/LH 470              Bridgeport L.L.C., Wu/LH 22 Marsh Hill L.L.C., Wu/LH 15 Executive              L.L.C., Wu/LH 950 Bridgeport L.L.C. (collectively the "Connecticut              Mortgagors") and John Hancock dated as of February 25, 2008 in the              principal sum of $21,765,000.00. (To file by amendment)  10.11        Second Open-End Mortgage Deed, Assignment of Leases and Rents,              Security Agreement and Fixture Filing by and among Connecticut              Mortgagors and John Hancock dated as of February 25, 2008 in the              principal sum of $32,585,000.00. (To file by amendment)  10.12        Third Open-End Mortgage Deed, Assignment of Leases and Rents,              Security Agreement and Fixture Filing by and among Connecticut              Mortgagors and John Hancock dated as of February 25, 2008 in the              principal sum of $50,650,000.00. (To file by amendment)  10.13        First Amendment of Mortgage, Assignment of Lease and Rents, Security              Agreement and Fixture Filing by and among WU/LH 100 American L.L.C.,              WU/LH 200 American L.L.C., WU/LH 300 American L.L.C., WU/LH 400              American L.L.C. and WU/LH 500 American L.L.C. (collectively the "New              Jersey Mortgagors") and John Hancock, dated as of January, 2013. (To              file by amendment)  10.14        Mortgage, Assignment of Leases and Rents, Security Agreement and              Fixture Filing by and among the New Jersey Mortgagors and John              Hancock dated as of February 25, 2008 in the principal sum of              $105,000,000.00. (To file by amendment)  10.15        Mortgage, Assignment of Leases and Rents and Security Agreement by              and among Wu/LH 103 Fairview Park L.L.C., Wu/LH 412 Fairview Park              L.L.C., Wu/LH 401 Fieldcrest L.L.C., Wu/LH 404 Fieldcrest L.L.C.,              Wu/LH 199 Ridgewood L.L.C., Wu/LH 203 Ridgewood L.L.C., Wu/LH 36              Midland L.L.C., Wu/LH 100-110 Midland L.L.C., Wu/LH 112 Midland              L.L.C., Wu/LH 8 Slater L.L.C. and John Hancock dated as of              February 25, 2008 in the principal sum of $50,650,000.00. (To file              by amendment)                                            15 

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   10.16        Mortgage Note by and among the John Hancock Borrowers and John              Hancock dated as of February 25, 2008 in the principal sum of              $9,765,000.00. (To file by amendment)  10.17        Mortgage Note by and among the John Hancock Borrowers and John              Hancock dated as of February 25, 2008 in the principal sum of              $12,000,000.00. (To file by amendment)  10.18        Mortgage Note by and among the John Hancock Borrowers and John              Hancock dated as of February 25, 2008 in the principal sum of              $20,960,000.00. (To file by amendment)  10.19        Mortgage Note by and among the John Hancock Borrowers and John              Hancock dated as of February 25, 2008 in the principal sum of              $11,625,000.00. (To file by amendment)  10.20        Mortgage Note by and among the John Hancock Borrowers and John              Hancock dated as of February 25, 2008 in the principal sum of              $30,650,000.00. (To file by amendment)  10.21        Mortgage Note by and among the John Hancock Borrowers and John              Hancock dated as of February 25, 2008 in the principal sum of              $16,100,000.00. (To file by amendment)  10.22        Mortgage Note by and among the John Hancock Borrowers and John              Hancock dated as of February 25, 2008 in the principal sum of              $3,900,000.00. (To file by amendment)  10.23        Cash and Deposit Account Pledge & Security Agreement by and among              the John Hancock Borrowers in favor of John Hancock dated as of              January 1, 2013 relating to a loan in the original aggregate              principal amount of $21,765,000.00. (To file by amendment)  10.24        Cash and Deposit Account Pledge & Security Agreement by and among              the John Hancock Borrowers in favor of John Hancock dated as of              January 1, 2013 relating to a loan in the aggregate principal amount              of $32,585,000.00. (To file by amendment)  10.25        Cash and Deposit Account Pledge & Security Agreement by and among              the John Hancock Borrowers in favor of John Hancock dated as of              January 1, 2013 relating to a loan in the original aggregate              principal amount of $50,650,000.00. (To file by amendment)                                            16 

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   10.26        Deposit Account Control Agreement by and among the John Hancock              Borrowers, John Hancock, and Bank of America, N.A. dated as of              January 1, 2013. (To file by amendment)  10.27        Deposit Account Control Agreement by and among the John Hancock              Borrowers, John Hancock, and Bank of America, N.A. dated as of              January 1, 2013. (To file by amendment)  10.28        Deposit Account Control Agreement by and among the John Hancock              Borrowers, John Hancock, and Bank of America, N.A. dated as of              January 1, 2013. (To file by amendment)  10.29        Guaranty Agreement by and among GTJ REIT, Inc., GTJ GP, LLC, and GTJ              Realty, LP (collectively the "Guarantors"), in favor of John              Hancock, dated as of January 1, 2013 guaranteeing a loan in the              original aggregate principal amount of $21,765,000.00. (To file by              amendment)  10.30        Guaranty Agreement by and among the Guarantors in favor of John              Hancock, dated as of January 1, 2013 guaranteeing a loan in the              original aggregate principal amount of $32,585,000.00. (To file by              amendment)  10.31        Guaranty Agreement by and among the Guarantors in favor of John              Hancock dated as of January 1, 2013 guaranteeing a loan in the              original aggregate principal amount of $50,650,000.00. (To file by              amendment)  10.32        Indemnification Agreement by and among the John Hancock Borrowers,              and Guarantors in favor of John Hancock dated as of January, 2013              for a loan in the original aggregate principal amount of              $21,765,000.00. (To file by amendment)  10.33        Indemnification Agreement by and among the John Hancock Borrowers,              and Guarantors in favor of John Hancock dated as of January, 2013              for a loan in the original aggregate principal amount of              $32,585,000.00. (To file by amendment)  10.34        Indemnification Agreement by and among the John Hancock Borrowers,              and Guarantors in favor of John Hancock dated as of January, 2013              for a loan in the original aggregate principal amount of principal              amount of $50,650,000.00. (To file by amendment)  10.35        First Amendment to Loan and Security Agreement by and among Wu/LH 15              Progress L.L.C. ("15 Progress"), Paul A. Cooper, Jeffrey D. Ravetz,              Louis E. Sheinker, Jeffrey Wu, GTJ REIT, Inc.,                                            17 

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GTJ Realty, LP, and Peoples United Bank ("PUB") dated as of              January 1, 2013 for a loan in the original principal amount of              $2,700,000.00. (To file by amendment)  10.36        Loan and Security Agreement by and among 15 Progress and PUB dated              as of September 30, 2010 in the original principal amount of              $2,700,000.00. (To file by amendment)  10.37        Promissory Note made by 15 Progress to PUB dated as of September 30,              2010 in the principal sum of $2,700,000.00. (To file by amendment)  10.38        Open-End Mortgage Deed and Security Agreement by and among 15              Progress and PUB dated as of September 30, 2010 in the principal sum              of $2,700,000.00. (To file by amendment)  10.39        Substitute Limited Guaranty by GTJ REIT, Inc. to PUB dated as of              January, 2013. (To file by amendment)  10.40        First Amendment to Loan Agreement by and among 165-25 147th Avenue,              LLC, 85-01 24th Avenue, LLC, GTJ REIT, Inc. and Hartford Life              Insurance Company, Hartford Life and Accident Insurance Company and              Hartford Life and Annuity Insurance Company dated as of January 1,              2013. (To file by amendment)  10.41        Mortgage Modification Agreement by and among Farm Springs Road, LLC              ("Farm Springs"), and Manufacturers and Traders Trust Company              ("M&T") dated as of January 1, 2013. (To file by amendment)  10.42        Standard Libor Grid Note by and among GTJ REIT, Inc., Farm Springs              and M&T dated as of January 1, 2013 in the amount of $10,000,000.00.              (To file by amendment)  10.43        Credit Agreement by and among GTJ REIT, Inc., Farm Springs, and M&T              dated as of January 1, 2013. (To file by amendment)  10.44        Waiver and Consent by and between GTJ REIT, Inc. and M&T dated as of              January 1, 2013. (To file by amendment)  10.45        Assumption, Consent and Modification Agreement by and among Wu/LH 8              Slater L.L.C. ("8 Slater"), Paul Cooper, Jeffrey Ravetz, Louis              Sheinker, GTJ REIT, Inc., and The United States Life Insurance              Company in the City of New York ("USLIC") successor by merger to . . .