3,700,000 Shares SL GREEN REALTY CORP. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • December 5th, 2006 • Sl Green Realty Corp • Real estate investment trusts • New York
SL Green Realty Corp., a Maryland corporation (the “Company”), which qualifies for federal income tax purposes as a real estate investment trust pursuant to Sections 856 through 860 of the Internal Revenue Code of 1986, as amended, including the regulations and published interpretations thereunder (the “Code”), and SL Green Operating Partnership, L.P., a Delaware limited partnership the sole general partner of which is the Company (the “Operating Partnership” and together with the Company, the “Transaction Entities”) each wish to confirm as follows its agreement with Lehman Brothers Inc. (the “Underwriter”), with respect to (i) the sale by the Company and the purchase by the Underwriter (the “Offering”), of an aggregate of 3,700,000 shares of the Company’s common stock, par value $0.01 per share (“Common Stock”); and (ii) the grant by the Company to the Underwriter of the option described in Section 2(b) hereof to purchase all or any part of 555,000 additional shares of Common Stock. T
