0001193125-13-148812 Sample Contracts

AGREEMENT
Tender Offer Agreement • April 10th, 2013 • Empire State Building Associates L.L.C. • Operators of nonresidential buildings • New York

AGREEMENT dated as of March 27, 2013 among Malkin Holdings LLC, as supervisor of the Subject Entity defined below (the “Supervisor”), with its address at One Grand Central Place, 60 East 42nd Street, New York, NY 10165, and MPF Northstar Fund 2, LP, Mackenzie Income Fund 27, LLC, MPF Special Fund 10, LLC, MPF Special Fund 8, LLC, Mackenzie Flagship Fund 15, LLC, MPF Opportunity Fund, LP, MPF Badger Acquisition Co. II, LLC, SCM Special Fund 2, L.P., and MPF Special Fund 9, LLC, which are affiliated with MacKenzie Capital Management, LP (collectively, the “Offerors”), with their address at c/o MacKenzie Capital Management, LP, 1640 School Street, Moraga, California 94556.

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