0001104659-11-007827 Sample Contracts

SL GREEN REALTY CORP. Common Stock ($0.01 par value) ATM EQUITY OFFERINGSM SALES AGREEMENT
Offeringsm Sales Agreement • February 16th, 2011 • Sl Green Realty Corp • Real estate investment trusts • New York
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SL GREEN REALTY CORP. Common Stock ($0.01 par value) ATM EQUITY OFFERINGSM SALES AGREEMENT
Equity Offeringsm Sales Agreement • February 16th, 2011 • Sl Green Realty Corp • Real estate investment trusts • New York

SL Green Realty Corp., a Maryland corporation (the “Company”), which qualifies for federal income tax purposes as a real estate investment trust pursuant to Sections 856 through 860 of the Internal Revenue Code of 1986, as amended, including the regulations and published interpretations thereunder (the “Code”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time to or through Merrill Lynch, Pierce, Fenner & Smith Incorporated, as sales agent and/or principal (the “Agent”), shares (the “Shares”) of the Company’s common stock, $0.01 par value (the “Common Stock”), having an aggregate gross sales price of up to $250,000,000 on the terms set forth in Section 2 of this ATM Equity OfferingSM Sales Agreement (the “Agreement”). The Company agrees that whenever it determines to sell Shares directly to the Agent as principal, it will enter into a separate agreement (each, a “Terms Agreement”) in substantially the form of Annex I hereto, relating to su

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