REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 4th, 2014 • Otto Alexander • Real estate investment trusts • New York
THIS REGISTRATION RIGHTS AGREEMENT is entered into as of November 6, 2014 by and among Paramount Group, Inc., a Maryland corporation (the “Company”), and the holders listed on Schedule I hereto (the “Initial Holders”).
PARAMOUNT GROUP, INC. SHARE PURCHASE AGREEMENTShare Purchase Agreement • December 4th, 2014 • Otto Alexander • Real estate investment trusts • New York
This SHARE PURCHASE AGREEMENT (this “Agreement”) is made as of this 6th day of November, 2014, by and between Paramount Group, Inc., a Maryland corporation (the “Company”), and the individuals and entity listed on Schedule I hereto (each, a “Purchaser” and collectively, “Purchasers”).
CONTRIBUTION AGREEMENTContribution Agreement • December 4th, 2014 • Otto Alexander • Real estate investment trusts • New York
THIS CONTRIBUTION AGREEMENT (including all exhibits and schedules, this “Contribution Agreement”) is made and entered into as of November 6, 2014, by and between PARAMOUNT GROUP, INC., a Maryland corporation (the “Company”), ARCADE RENTAL INVESTMENTS, INC., a Delaware corporation (the “Contributor” or “Arcade”), and the stockholder whose name appears on the signature page hereto (the “Stockholder”). Unless otherwise specifically stated herein or the context otherwise requires, the terms “Contributor” and “Arcade” refer to Arcade and its Subsidiaries with respect to the period prior to the Conversion and to Arcade Rental Investments LLC, a Delaware limited liability company (“Arcade LLC”), and its Subsidiaries with respect to the period from and after the Conversion. After the Conversion, all references to the term “Stockholder” shall mean the “Equity Holder.” Capitalized terms used and not defined in the body of this Contribution Agreement shall have the meanings set forth in Section 7
FORM OF LOCK-UP AGREEMENTOtto Alexander • December 4th, 2014 • Real estate investment trusts
The undersigned, a stockholder and/or an officer and/or director of Paramount Group, Inc., a Maryland corporation (the “Company”) and/or holder of common units in Paramount Group Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), understands that Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company and the Operating Partnership, providing for the public offering (the “Public Offering”) of shares (the “Securities”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”). In recognition of the benefit that such an offering will confer upon the undersigned as a stockholder and/or an officer and/or director of the Company, and/or as a holder of common units in the Operating Partnership, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees wit
AGREEMENT and plan of mergerAgreement and Plan of Merger • December 4th, 2014 • Otto Alexander • Real estate investment trusts • New York
THIS AGREEMENT AND PLAN OF MERGER (including all exhibits and schedules, this “Agreement”) is made and entered into as of November 6, 2014, by and among COSMOS RENTAL INVESTMENTS, INC., a Delaware corporation (“Cosmos”), PARAMOUNT GROUP, INC., a Maryland corporation (the “Company”), and the stockholder whose name appears on the signature page hereto (the “Stockholder”). Capitalized terms used and not defined in the body of this Agreement shall have the meanings set forth in Section 7.02 hereto.
AGREEMENT and plan of mergerAgreement And • December 4th, 2014 • Otto Alexander • Real estate investment trusts • New York
THIS AGREEMENT AND PLAN OF MERGER (including all exhibits and schedules, this “Agreement”) is made and entered into as of November 6, 2014, by and among PARAMOUNT GROUP, INC., a Delaware corporation (“PGI”), PARAMOUNT GROUP, INC., a Maryland corporation (the “Company”), and the stockholders whose names appear on the signature pages hereto (each, a “Stockholder” and together, the “Stockholders”). Capitalized terms used and not defined in the body of this Agreement shall have the meanings set forth in Section 7.02 hereto.
STOCKHOLDERS AGREEMENT OF PARAMOUNT GROUP, INC. Dated as of November 6, 2014Stockholders Agreement • December 4th, 2014 • Otto Alexander • Real estate investment trusts • Maryland
This STOCKHOLDERS AGREEMENT (as the same may be amended, modified or supplemented from time to time, this “Agreement”), dated as of November 6, 2014, concerning Paramount Group, Inc., a Maryland corporation (the “Company”), is entered into by and between the Company and Maren Otto, Alexander Otto and Katharina Otto-Bernstein (collectively, together with any permitted assignees pursuant to Section 3.4, the “Initial Otto Stockholders”).
AGREEMENTOtto Alexander • December 4th, 2014 • Real estate investment trusts
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13D need be filed with respect to the ownership by each of the undersigned of shares of common stock, par value $0.01, of Paramount Group, Inc.
