REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 8th, 2007 • Gramercy Capital Corp • Real estate investment trusts • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 2, 2007, is entered into by and between Gramercy Capital Corp., a Maryland corporation (the “Company”), and SSF III Gemini, LP, a Delaware limited partnership (“SSF”) and solely for purposes of Sections 4, 8, 9 and 11 hereof, SL Green Operating Partnership, L.P., a Delaware limited partnership (“SLG”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in Section 1 hereto.
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, 2007Agreement and Plan of Merger • November 8th, 2007 • Gramercy Capital Corp • 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”).
SUBSCRIPTION AGREEMENTSubscription Agreement • November 8th, 2007 • Gramercy Capital Corp • Real estate investment trusts • New York
This Subscription Agreement (the “Agreement”), dated as of November 2, 2007, is by and among Gramercy Capital Corp., a Maryland corporation (the “Company”), GKK Capital LP, a Delaware limited partnership (the “Operating Partnership”), SSF III Gemini, LP, a Delaware limited partnership (the “Subscriber”) and solely for the purposes of Section 1.1(b) and Section 1.4(a) hereof, Morgan Stanley Real Estate Special Situations Fund III, L.P., a Delaware limited partnership (the “Guarantor”). For purposes of this Agreement, certain terms used herein shall have the meanings ascribed to them in Section 8 of this Agreement.
