AGREEMENT AND PLAN OF MERGER BY AND AMONG GRAMERCY CAPITAL CORP., GKK CAPITAL LP, GKK STARS ACQUISITION LLC, GKK STARS ACQUISITION CORP., GKK STARS ACQUISITION LP, AMERICAN FINANCIAL REALTY TRUST AND FIRST STATES GROUP, L.P. Dated as of November 2, 2007Merger Agreement • November 8th, 2007 • American Financial Realty Trust • Real estate investment trusts • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of November 2, 2007, is made by and among Gramercy Capital Corp., a Maryland corporation (“Parent”), GKK Capital LP, a Delaware limited partnership (“Parent OP”), GKK Stars Acquisition LLC, a Delaware limited liability company and wholly-owned subsidiary of Parent OP (“Acquisition Sub”), GKK Stars Acquisition Corp., a Maryland corporation and wholly-owned subsidiary of Acquisition Sub (“Merger Sub”), GKK Stars Acquisition LP, a Delaware limited partnership (“Merger Sub OP” and, together with Parent, Parent OP, Acquisition Sub and Merger Sub, the “Purchaser Parties”), American Financial Realty Trust, a Maryland real estate investment trust (the “Company”), and First States Group, L.P., a Delaware limited partnership (the “Operating Partnership”).
