SECURITIES TRANSFER AGREEMENT by and among GRAMERCY CAPITAL CORP. GKK CAPITAL LP SL GREEN OPERATING PARTNERSHIP, L.P. GKK MANAGER MEMBER CORP. and SL GREEN REALTY CORP.Securities Transfer Agreement • April 30th, 2009 • Sl Green Realty Corp • Real estate investment trusts • New York
THIS SECURITIES TRANSFER AGREEMENT, dated as of April 24, 2009 (this “Agreement” ), is made by and among Gramercy Capital Corp., a Maryland corporation (“Parent”), GKK Capital LP, a Delaware limited partnership (the “Operating Partnership”), SL Green Operating Partnership, L.P., a Delaware limited partnership (“SLGOP”), GKK Manager Member Corp., a Delaware corporation (“Manager Corp”), and, solely for the purpose of Sections 2.6, 5.4, 5.5, 5.6, 6.3, 6.4, 6.5, 7.1, 7.2, 7.3, 7.4(a), 7.4(b), 7.4(d), 7.4(e), 7.5, 7.6 and 7.7 and Article VIII of this Agreement, SL Green Realty Corp., a Maryland corporation (“SLG”). Capitalized terms used herein but not otherwise defined (including in the Recitals to this Agreement) shall have the meanings ascribed to such terms in Article I of this Agreement.
