STOCKHOLDERS AGREEMENT Dated as of November 2, 2007 By and Among GRAMERCY CAPITAL CORP., SSF III GEMINI, LP and SL GREEN OPERATING PARTNERSHIP, L.P.Stockholders Agreement • November 8th, 2007 • Gramercy Capital Corp • Real estate investment trusts • New York
STOCKHOLDERS AGREEMENT (this “Agreement”), dated as of November 2, 2007, by and among Gramercy Capital Corp., a Maryland corporation (the “Company”), SSF III Gemini, LP, a Delaware limited partnership (“SSF”) and SL Green Operating Partnership, L.P., a Delaware limited partnership (“SLG”). The parties hereto and any other Person that shall hereafter acquire shares of the Common Stock (as hereinafter defined) pursuant to the provisions of and subject to this Agreement are referred to herein individually as a “Stockholder” and collectively as “Stockholders.”
LIMITED PARTNERSHIP UNIT PURCHASE AGREEMENTLimited Partnership Unit Purchase Agreement • November 8th, 2007 • Gramercy Capital Corp • Real estate investment trusts • Delaware
THIS LIMITED PARTNERSHIP UNIT PURCHASE AGREEMENT (this “Agreement”) is made as of November 2, 2007, by and among GKK Capital LP, a Delaware limited partnership (“Purchaser”), and Nicholas S. Schorsch (“Schorsch”) and Meadowcourt Trust (Shelley) (“Meadowcourt”). Each of Schorsch and Meadowcourt are each sometimes referred to herein individually as a “Seller” and together as the “Sellers”). All capitalized terms used herein without definitions shall have the meanings ascribed to them in the Amended and Restated Agreement of Limited Partnership of First States Group, L.P., a Delaware limited partnership (the “Partnership”), as amended from time to time (the “Partnership Agreement”).
