American Financial Realty Trust Sample Contracts

American Financial Realty Trust – AMERICAN FINANCIAL REALTY TRUST ANNOUNCES EXTENSION OF THE TENDER OFFER FOR ITS OUTSTANDING 4.375% CONVERTIBLE SENIOR NOTES DUE 2024 (March 28th, 2008)

The tender offer is subject to the satisfaction of certain conditions, including consummation of the merger (the “Merger”) of an indirect subsidiary of Gramercy Capital Corp. (“Gramercy”) with and into the Company pursuant to the previously announced Agreement and Plan of Merger, dated as of November 2, 2007, by and among Gramercy, GKK Capital LP, GKK Stars Acquisition LLC, GKK Stars Acquisition Corp., GKK Stars Acquisition LP, the Company and First States Group, L.P. The tender offer is not conditioned upon the tender of a minimum amount of Notes and is not subject to a financing condition. The Company intends to fund its purchase of the Notes through funds to be received from Gramercy or its affiliates and from the proceeds of financing activities undertaken by Gramercy or its affiliates in connection with the completion of the Merger. The completion of the tender offer is not a condition to completion of the Merger.

American Financial Realty Trust – AMERICAN FINANCIAL REALTY TRUST COMMENCES TENDER OFFER FOR ITS OUTSTANDING 4.375% CONVERTIBLE SENIOR NOTES DUE 2024 (March 3rd, 2008)

The tender offer is subject to the satisfaction of certain conditions, including consummation of the merger (the “Merger”) of an indirect subsidiary of Gramercy Capital Corp. (“Gramercy”) with and into the Company pursuant to the previously announced Agreement and Plan of Merger, dated as of November 2, 2007, by and among Gramercy, GKK Capital LP, GKK Stars Acquisition LLC, GKK Stars Acquisition Corp., GKK Stars Acquisition LP, the Company and First States Group, L.P. The tender offer is not conditioned upon the tender of a minimum amount of Notes and is not subject to a financing condition. The Company intends to fund its purchase of the Notes through funds to be received from Gramercy or its affiliates and from the proceeds of financing activities undertaken by Gramercy or its affiliates in connection with the completion of the Merger. The completion of the tender offer is not a condition to completion of the Merger.

American Financial Realty Trust – American Financial Realty Trust Shareholders Approve Merger Agreement (February 14th, 2008)

JENKINTOWN, PA. February 13, 2008 – American Financial Realty Trust (NYSE:AFR) today announced that at its special meeting of shareholders held this morning, approximately 72.9 percent of shares have been voted for, 0.4 percent have been voted against and 0.2 percent abstained from voting for approval of the merger agreement with Gramercy Capital Corp. (NYSE:GKK).

American Financial Realty Trust – December 31, December 31, Assets: Real estate investments, at cost: Land $ 333,716 $ 475,457 Land held for development 14,632 24,563 Buildings and improvements 1,947,977 2,645,618 Equipment and fixtures 283,704 401,661 Leasehold interests 16,039 9,579 Investment in joint venture 21,903 — Total real estate investments, at cost 2,617,971 3,556,878 Less accumulated depreciation (297,371 ) (260,852 ) Total real estate investments, net 2,320,600 3,296,026 Cash and cash equivalents 106,006 110,245 Restricted cash 76,448 73,535 Marketable investments and accrued interest 3,457 3,353 Pledged treasury (November 20th, 2007)
American Financial Realty Trust – 2007 MULTI-YEAR EQUITY INCENTIVE PLAN (November 9th, 2007)

On the adoption date of the Plan (as defined below), the participants of the Plan shall be each individual who is employed by American Financial Realty Trust (the “Trust”) in one the following positions: Chief Executive Officer (“CEO”), Executive Vice President (“EVP”), Senior Vice President (“SVP”), Vice President (“VP”), and Assistant Vice President (“AVP”), as of such date. After the adoption date of the Plan, the Compensation and Human Resources Committee (the “Committee”) of the Board of Trustees of the Trust (the “Board”) may designate, in its sole discretion, any other officer or employee of the Trust, First States Group, L.P. (the “Company”) or any subsidiary or affiliate of the Trust (a “participating employer”) as eligible to participate in the Plan. Any such officer or employee subsequently designated as eligible to participate in the Plan shall be deemed a participant in the Plan on the date determined by the Committee. All individuals participating in the Plan shall herein

American Financial Realty Trust – 2007 ANNUAL INCENTIVE PLAN (November 9th, 2007)

On the adoption date of the Plan (as defined below), the participants of the Plan shall be each individual who is employed by American Financial Realty Trust (the “Trust”) in one the following positions: Chief Executive Officer (“CEO”), Executive Vice President (“EVP”), Senior Vice President (“SVP”), Vice President (“VP”), and Assistant Vice President (“AVP”), as of such date. After the adoption date of the Plan, the Compensation and Human Resources Committee (the “Committee”) of the Board of Trustees of the Trust (the “Board”) may designate, in its sole discretion, any other officer or employee of the Trust, First States Group, L.P. (the “Company”) or any subsidiary or affiliate of the Trust (a “participating employer”) as eligible to participate in the Plan. Any such officer or employee subsequently designated as eligible to participate in the Plan shall be deemed a participant in the Plan on the date determined by the Committee. All individuals participating in the Plan shall herein

American Financial Realty Trust – STOCKHOLDER VOTING AGREEMENT (November 8th, 2007)

THIS STOCKHOLDER VOTING AGREEMENT (this “Agreement”) is entered into as of November 2, 2007 by and among SL Green Operating Partnership, L.P. (the “Stockholder”), a stockholder of Gramercy Capital Corp., a Maryland corporation (“Gramercy”), and American Financial Realty Trust, a Maryland real estate investment trust (“AFR”). Capitalized terms used and not otherwise defined herein shall have the respective meanings assigned to them in the Merger Agreement referred to below.

American Financial Realty Trust – Stockholder Voting Agreement (November 8th, 2007)

THIS STOCKHOLDER VOTING AGREEMENT (this “Agreement”) is entered into as of November 7, 2007 by and between SSF III Gemini, LP (the “Stockholder”), a stockholder of Gramercy Capital Corp., a Maryland corporation (“Gramercy”), and American Financial Realty Trust, a Maryland real estate investment trust (“AFR”).

American Financial Realty Trust – 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, 2007 (November 8th, 2007)

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”).

American Financial Realty Trust – Stockholder Voting Agreement (November 8th, 2007)

THIS STOCKHOLDER VOTING AGREEMENT (this “Agreement”) is entered into as of November 7, 2007 by and between SSF III Gemini, LP (the “Stockholder”), a stockholder of Gramercy Capital Corp., a Maryland corporation (“Gramercy”), and American Financial Realty Trust, a Maryland real estate investment trust (“AFR”).

American Financial Realty Trust – AMENDMENT NO. 2 TO AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF FIRST STATES GROUP, L.P. (November 8th, 2007)

This Amendment No. 2 to the Amended and Restated Agreement of Limited Partnership, dated as of September 10, 2002 (as amended by Amendment No. 1 thereto, dated as of February 17, 2004, the “Partnership Agreement”), of First States Group, L.P. (the “Partnership”) is made and entered into as of November 2, 2007, by the undersigned. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Partnership Agreement.

American Financial Realty Trust – STOCKHOLDER VOTING AGREEMENT (November 8th, 2007)

THIS STOCKHOLDER VOTING AGREEMENT (this “Agreement”) is entered into as of November 2, 2007 by and among SL Green Operating Partnership, L.P. (the “Stockholder”), a stockholder of Gramercy Capital Corp., a Maryland corporation (“Gramercy”), and American Financial Realty Trust, a Maryland real estate investment trust (“AFR”). Capitalized terms used and not otherwise defined herein shall have the respective meanings assigned to them in the Merger Agreement referred to below.

American Financial Realty Trust – CONSENT to TERMINATE LTIP TARGET UNITS and AMEND EMPLOYMENT AGREEMENT of DAVID J. NETTINA (August 9th, 2007)

CONSENT, dated as of April 30, 2007 (the “Consent”), between First States Group, L.P., a Delaware limited partnership (the “Company”), American Financial Realty Trust, a Maryland real estate investment trust (the “REIT”), and David J. Nettina (the “Executive”).

American Financial Realty Trust – CONSENT to TERMINATE LTIP TARGET UNITS and AMEND EMPLOYMENT AGREEMENT of EDWARD J. MATEY JR. (August 9th, 2007)

CONSENT, dated as of April 30, 2007 (the “Consent”), between First States Group, L.P., a Delaware limited partnership (the “Company”), American Financial Realty Trust, a Maryland real estate investment trust (the “REIT”), and Edward J. Matey Jr. (the “Executive”).

American Financial Realty Trust – CONSENT to TERMINATE LTIP TARGET UNITS and AMEND EMPLOYMENT AGREEMENT of GLENN BLUMENTHAL (August 9th, 2007)

CONSENT, dated as of April 30, 2007 (the “Consent”), between First States Group, L.P., a Delaware limited partnership (the “Company”), American Financial Realty Trust, a Maryland real estate investment trust (the “REIT”), and Glenn Blumenthal (the “Executive”).

American Financial Realty Trust – EMPLOYMENT AGREEMENT BETWEEN HAROLD W. POTE AND FIRST STATES GROUP, L.P. (May 10th, 2007)

This Employment Agreement (the “Agreement”), dated as of March 2, 2007 (the “Effective Date”), between First States Group, L.P., a Delaware limited partnership (the “Company”), and Harold W. Pote (the “Executive”):

American Financial Realty Trust – 2002 EQUITY INCENTIVE PLAN 2007 RESTRICTED COMMON SHARES AWARD AGREEMENT (May 2nd, 2007)

This RESTRICTED COMMON SHARES AWARD AGREEMENT, dated as of the Grant Date identified above (the “Grant Date”), is delivered by American Financial Realty Trust, a Maryland real estate investment trust (the “Company”), on behalf of itself and First States Group, L.P. (“FS OP”), to the participant named above (the “Participant”).

American Financial Realty Trust – American Financial Realty Trust Announces Definitive Contract to Sell Fireman’s Fund Headquarters in Novato, California Sale Price in Excess of $310 million (March 9th, 2007)

JENKINTOWN, Pa., March 9, 2007 — American Financial Realty Trust (NYSE: AFR), a real estate investment trust focused on acquiring and leasing properties occupied by financial institutions, today announced that its affiliate has entered into a definitive contract for the sale of the Fireman’s Fund Headquarters, a three-building, Class “A” office campus in Novato, California, for a sale price in excess of $310 million, before settlement costs. The purchaser is a California-based private real estate investment group in partnership with an institutional real estate investor. The parties anticipate closing on the transaction early in the second quarter of 2007.

American Financial Realty Trust – AGREEMENT OF PURCHASE AND SALE BETWEEN FIRST STATES INVESTORS 228, LLC, a Delaware limited liability company, as SELLER AND FPG DF LINCOLN STREET, LLC, a Delaware limited liability company, as BUYER Dated: November 2, 2006 (March 1st, 2007)

THIS AGREEMENT OF PURCHASE AND SALE (“Agreement”) dated as of November 2, 2006 is between First States Investors 228, LLC, a Delaware limited liability company (“Seller”), and FPG DF Lincoln Street, LLC, a Delaware limited liability company (“Buyer”).

American Financial Realty Trust – AMERICAN FINANCIAL REALTY TRUST Muriel Lange Anthony DeFazio Investor Relations Media Relations (215) 887-2280 (X3023) (215) 887-2280 (X2919) Email: mlange@afrt.com Email: adefazio@afrt.com American Financial Realty Trust Announces 2006 Fourth Quarter Results JENKINTOWN, Pa. February 28, 2007-- American Financial Realty Trust (AFR) (NYSE:AFR), today reported financial results for the quarter ended December 31, 2006. The Company reported fourth quarter revenues from continuing operations of $106.2 million, a decrease of $17.1 million from the third quarter of 2006, which is based on previously r (February 28th, 2007)

------------------------------------------------------------------------------------------------------------------------ As of As of As of December 31, December 31, September 30, 2006 2006 2006 Net of Held -for-Sale ------------------------------------------------------------------------------------------------------------------------ Number of Properties 1,148 911 1,135

American Financial Realty Trust – Muriel Lange Investor Relations (215) 887-2280 (X3023) Email: mlange@afrt.com Anthony DeFazio Media Relations (215)887-2280 (X2919) Email: adefazio@afrt.com (December 21st, 2006)

JENKINTOWN, Pa., December 20, 2006 — American Financial Realty Trust (NYSE: AFR), a real estate investment trust focused on acquiring and leasing properties occupied by financial institutions, today announced guidance information for the year ending December 31, 2007.

American Financial Realty Trust – [Saul Ewing LLP letterhead] lawyers@saul.com www.saul.com (December 5th, 2006)

We have acted as Maryland counsel to American Financial Realty Trust, a Maryland real estate investment trust (the “Company”), in connection with certain matters of Maryland law arising out of the registration of 266,491 common shares of beneficial interest, $.001 par value per share (the “Shares”), comprised of certain shares proposed to be issued upon conversion of units of limited partnership interest (the “Conversion Shares”) in First States Group, L.P. (the “Partnership”), and certain shares currently issued and outstanding and owned by Selling Shareholders (the “Existing Shares”) proposed to be offered for resale from time to time, together or separately, under the Securities Act of 1933, as amended, pursuant to the above referenced Registration Statement (the “S-3 Registration Statement”).

American Financial Realty Trust – December 31, Assets: Real estate investments, at cost: Land $ 475,457 $ 415,852 Land held for development 24,563 — Buildings and improvements 2,645,618 2,280,971 Equipment and fixtures 401,661 352,737 Leasehold interests 9,579 4,972 Total real estate investments, at cost 3,556,878 3,054,532 Less accumulated depreciation (260,852 ) (147,478 ) Total real estate investments, net 3,296,026 2,907,054 Cash and cash equivalents 110,245 110,607 Restricted cash 73,535 59,905 Marketable investments and accrued interest 3,353 24,272 Tenant and other receivables, net 51,435 34,667 Prepaid expenses and oth (November 16th, 2006)

American Financial Realty Trust (the Company) is a self-administered and self-managed real estate investment trust (REIT). The Company was formed as a Maryland REIT on May 23, 2002 to acquire and operate properties leased primarily to regulated financial institutions.

American Financial Realty Trust – American Financial Realty Trust Announces 2006 Third Quarter Results (October 27th, 2006)

JENKINTOWN, Pa. October 27, 2006—American Financial Realty Trust (AFR) (NYSE:AFR), today reported financial results for the quarter ended September 30, 2006. The Company reported third quarter revenues from continuing operations of $123.5 million, an $18.2 million decrease from the second quarter of 2006, which is based on previously reported amounts, and an $8.7 million increase compared to the third quarter of 2005. The decrease in revenues from the second quarter is primarily attributable to the reclassification of 29 buildings containing 1,479,000 square feet from continuing operations to discontinued operations as part of the Company’s previously announced repositioning plan. Included in the reclassified assets is State Street Financial Center, which accounts for a majority of the reduction in revenues.

American Financial Realty Trust – SEPARATION AGREEMENT (August 18th, 2006)

This separation agreement (the “Separation Agreement”) is made as of the 16th day of August, 2006 by Nicholas S. Schorsch (the “Executive”) and First States Group, L.P. (the “Company”).

American Financial Realty Trust – [LOGO] American Financial Realty Trust Muriel Lange Anthony DeFazio Investor Relations Media Relations (215) 887-2280 (X3023) (215) 887-2280 (X2919) Email: mlange@afrt.com Email: adefazio@afrt.com American Financial Realty Trust Announces 2006 Second Quarter Results JENKINTOWN, Pa. August 8, 2006--American Financial Realty Trust (AFR) (NYSE:AFR), today reported financial results for the second quarter ended June 30, 2006. The Company reported second quarter revenues from continuing operations of $141.7 million, an increase in revenue of approximately $21.2 million compared to the second quarte (August 8th, 2006)

June 30, December 31, 2006 2005 ----------------- ---------------- Assets: Real estate investments, at cost: Land $ 473,870 $ 475,457 Land held for development 18,930 24,563 Buildings and improvements 2,658,484 2,645,618 Equipment and fixtures 400,768 401,661 Leasehold interests 9,283

American Financial Realty Trust – AFR Acquires 236 Fully-Occupied Triple Net Leased Bank Branches through Joint Venture with Dillon Read Capital Management (July 19th, 2006)

JENKINTOWN, Pa., July 18, 2006 – American Financial Realty Trust (NYSE: AFR), a real estate investment trust focused on acquiring and leasing properties occupied by financial institutions, today announced that a newly formed joint venture between it and Dillon Read Capital Management LLC completed the acquisition of 236 fully occupied bank branches from Citizens Bank, N.A. and Charter One Bank, N.A., two bank subsidiaries of Citizens Financial Group, Inc., a wholly owned subsidiary of The Royal Bank of Scotland Group plc.

American Financial Realty Trust – AFR to Acquire 241 Fully-Occupied Triple Net Leased Bank Branches through Joint Venture with Dillon Read Capital Management (June 26th, 2006)

JENKINTOWN, Pa., June 23, 2006 – American Financial Realty Trust (NYSE: AFR), a real estate investment trust focused on acquiring and leasing properties occupied by financial institutions, announced today that it has entered into agreements with Citizens Bank, N.A. and Charter One Bank, N.A., two bank subsidiaries of Citizens Financial Group, Inc., to acquire 241 fully occupied bank branches. The aggregate purchase price will be approximately $323 million before acquisition costs. The transactions are expected to close in late June and early July. Citizens and Charter One will continue to operate in these locations. Citizens Financial Group, Inc. is a wholly owned subsidiary of The Royal Bank of Scotland Group plc.

American Financial Realty Trust – AMERICAN FINANCIAL REALTY TRUST Muriel Lange Anthony DeFazio Investor Relations Media Relations (215) 887-2280 (X3023) (215)887-2280 (X2919) Email: mlange@afrt.com Email: adefazio@afrt.com American Financial Realty Trust Announces 2006 First Quarter Results JENKINTOWN, Pa. May 2, 2006--American Financial Realty Trust (AFR) (NYSE:AFR), today reported financial results for the first quarter ended March 31, 2006. The Company reported first quarter revenues from continuing operations of $139.6 million, a decrease of $1.8 million compared to the fourth quarter of 2005, principally related to lower (May 2nd, 2006)

Quarter Ended December Quarter Quarter 31, 2005 Ended March Ended March (As previously 31, 2005 31, 2006 reported) (Restated) --------- -------------- ----------- Revenues: Rental income $ 91,601 $ 91,397 $ 72,853 Operating expense reimbursements 46,978 49,095

American Financial Realty Trust – CONTRIBUTION AGREEMENT Between FIRST STATES GROUP, L.P. And THE PARTNERS IN FIRST STATES PARTNERS II, LP Dated as of October 26, 2005 (March 16th, 2006)

THIS CONTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of the 26th day of October, 2005 (the “Contract Date”), by and among each holder of a partnership interest in FIRST STATES PARTNERS II, LP, a Delaware limited partnership (the “Owner”), as named on Exhibit A hereto (each such holder is a “Contributor” and, collectively, are the “Contributors”) and FIRST STATES GROUP, L.P., a Delaware limited partnership (the “FSG”).

American Financial Realty Trust – AMERICAN FINANCIAL REALTY TRUST (November 10th, 2005)

JENKINTOWN, Pa., November 10, 2005 – American Financial Realty Trust (NYSE: AFR), today announced guidance information for the year ending December 31, 2006.

American Financial Realty Trust – EMPLOYMENT AGREEMENT BETWEEN GLENN BLUMENTHAL AND FIRST STATES GROUP, L.P. (November 8th, 2005)

This Employment Agreement (the “Agreement”), dated as of August 30, 2005 (“Effective Date”), between First States Group, L.P., a Delaware limited partnership (the “Company”), and Glenn Blumenthal (the “Executive”):

American Financial Realty Trust – THIRD AMENDMENT TO LOAN AGREEMENT (November 8th, 2005)

This Third Amendment to Loan Agreement (the “Amendment”), dated as of September 30, 2005, is made by and among FIRST STATES INVESTORS DB I, LLC (and each Property-Owning Borrower that has joined the Loan Agreement from time to time as listed on the signature pages hereto, collectively, “Borrower”), DEUTSCHE BANK AG, CAYMAN ISLANDS BRANCH, as agent (“Agent”), and LASALLE BANK NATIONAL ASSOCIATION, a national banking association, as collateral agent (the “Collateral Agent”).

American Financial Realty Trust – EMPLOYMENT AGREEMENT BETWEEN DAVID J. NETTINA AND FIRST STATES GROUP, L.P. (November 8th, 2005)

This Employment Agreement (the “Agreement”), dated as of August 30, 2005 (the “Effective Date”) between First States Group, L.P., a Delaware limited partnership (the “Company”), and David J. Nettina (the “Executive”):

American Financial Realty Trust – EMPLOYMENT AGREEMENT BETWEEN EDWARD J. MATEY JR. AND FIRST STATES GROUP, L.P. (November 8th, 2005)

This Employment Agreement (the “Agreement”), dated as of August 30, 2005 (“Effective Date”), between First States Group, L.P., a Delaware limited partnership (the “Company”), and Edward J. Matey Jr. (the “Executive”):