AGREEMENT AND PLAN OF MERGER by and among Malkin Holdings LLC, Empire Realty Trust, L.P. and Empire Realty Trust, Inc. Dated as of November 28, 2011Merger Agreement • December 21st, 2012 • Empire State Realty OP, L.P. • Real estate investment trusts • New York
THIS AGREEMENT AND PLAN OF MERGER (including all exhibits, hereinafter referred to as this “Agreement”) is made and entered into as of November 28, 2011 by and among Empire Realty Trust, Inc., a Maryland corporation (the “Company”), Empire Realty Trust, L.P., a Delaware limited partnership (the “Operating Partnership”), Malkin Holdings LLC, a New York limited liability company (the “Management Company”). Terms used but not defined shall have the meanings ascribed to them in Article 6.
CONTRIBUTION AGREEMENT by and among Empire State Building Company L.L.C., Empire Realty Trust, L.P. and Empire Realty Trust, Inc. Dated as of November 28, 2011Contribution Agreement • December 21st, 2012 • Empire State Realty OP, L.P. • Real estate investment trusts • New York
THIS CONTRIBUTION AGREEMENT (including all exhibits, hereinafter referred to as this “Agreement”) is made and entered into as of November 28, 2011 (the “Effective Date”) by and among Empire Realty Trust, Inc., a Maryland corporation (the “Company”), Empire Realty Trust, L.P., a Delaware limited partnership (the “Operating Partnership”) and Empire State Building Company L.L.C., a New York limited liability company (the “Contributor”). Terms used but not defined shall have the meanings ascribed to them in Section 7.1.
