0000893220-07-003606 Sample Contracts

Stockholder Voting Agreement
Stockholder Voting Agreement • November 8th, 2007 • American Financial Realty Trust • Real estate investment trusts • Maryland

THIS STOCKHOLDER VOTING AGREEMENT (this “Agreement”) is entered into as of November 7, 2007 by and between SSF III Gemini, LP (the “Stockholder”), a stockholder of Gramercy Capital Corp., a Maryland corporation (“Gramercy”), and American Financial Realty Trust, a Maryland real estate investment trust (“AFR”).

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STOCKHOLDER VOTING AGREEMENT
Stockholder Voting Agreement • November 8th, 2007 • American Financial Realty Trust • Real estate investment trusts • Maryland

THIS STOCKHOLDER VOTING AGREEMENT (this “Agreement”) is entered into as of November 2, 2007 by and among SL Green Operating Partnership, L.P. (the “Stockholder”), a stockholder of Gramercy Capital Corp., a Maryland corporation (“Gramercy”), and American Financial Realty Trust, a Maryland real estate investment trust (“AFR”). Capitalized terms used and not otherwise defined herein shall have the respective meanings assigned to them in the Merger Agreement referred to below.

AMENDMENT NO. 2 TO AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF FIRST STATES GROUP, L.P.
American Financial Realty Trust • November 8th, 2007 • Real estate investment trusts

This Amendment No. 2 to the Amended and Restated Agreement of Limited Partnership, dated as of September 10, 2002 (as amended by Amendment No. 1 thereto, dated as of February 17, 2004, the “Partnership Agreement”), of First States Group, L.P. (the “Partnership”) is made and entered into as of November 2, 2007, by the undersigned. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Partnership Agreement.

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