0001193125-14-408913 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • November 12th, 2014 • Paramount Group, Inc. • Real estate investment trusts • Maryland

THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the day of , 2014, (the “Effective Date”) by and between Paramount Group, Inc., a Maryland corporation (the “Company”), and (“Indemnitee”).

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PARAMOUNT GROUP, INC. (a Maryland corporation) [ ] Shares of Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • November 12th, 2014 • Paramount Group, Inc. • Real estate investment trusts • New York
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EMPLOYMENT AGREEMENT
Employment Agreement • November 12th, 2014 • Paramount Group, Inc. • Real estate investment trusts • New York

This Employment Agreement (“Agreement”) is made as of the [ ] day of [ ], 2014, among Paramount Group Operating Partnership L.P. a Delaware limited partnership (the “Employer”), Paramount Group, Inc., a Maryland corporation (the “Company”) and Jolanta Bott (the “Executive”) and is effective as of the closing of the Company’s first underwritten public offering of its equity securities pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “IPO”), provided that the IPO is consummated prior to June 30, 2015 (the “Effective Date”).

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CONTRIBUTION AGREEMENT by and among DANIEL LAUER, PARAMOUNT GROUP OPERATING PARTNERSHIP LP, and PARAMOUNT GROUP, INC. Dated as of November 6, 2014
Contribution Agreement • November 12th, 2014 • Paramount Group, Inc. • Real estate investment trusts • New York

THIS CONTRIBUTION AGREEMENT (including all exhibits and schedules, this “Agreement”) is made and entered into as of November 6, 2014, by and among PARAMOUNT GROUP, INC., a Maryland corporation (the “Company”), PARAMOUNT GROUP OPERATING PARTNERSHIP LP, a Delaware limited partnership (the “Operating Partnership”), and Daniel Lauer (the “Contributor”). Capitalized terms used and not defined in the body of this Agreement shall have the meanings set forth in Section 6.02 hereto.

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AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PARAMOUNT GROUP OPERATING PARTNERSHIP LP Dated as of , 2014
Paramount Group, Inc. • November 12th, 2014 • Real estate investment trusts • Delaware

THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PARAMOUNT GROUP OPERATING PARTNERSHIP LP, dated as of , 2014, is entered into by and among PARAMOUNT GROUP, INC., a Maryland corporation (the “Company”), as the General Partner, and the Persons whose names are set forth on Exhibit A attached hereto, as the Limited Partners, together with any other Persons who become Partners in the Partnership as provided herein.

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CONTRIBUTION AGREEMENT by and among PGREF V (CORE) PARALLEL FUND SUB US, LP PARAMOUNT GROUP OPERATING PARTNERSHIP LP, and PARAMOUNT GROUP, INC. Dated as of November 6, 2014
Contribution Agreement • November 12th, 2014 • Paramount Group, Inc. • Real estate investment trusts • New York

THIS CONTRIBUTION AGREEMENT (including all exhibits and schedules, this “Agreement”) is made and entered into as of November 6, 2014, by and among PARAMOUNT GROUP, INC., a Maryland corporation (the “Company”), PARAMOUNT GROUP OPERATING PARTNERSHIP LP, a Delaware limited partnership (the “Operating Partnership”) and a subsidiary of the Company, and PGREF V (Core) Parallel Fund Sub US, LP, a Delaware limited partnership (the “Contributor” or “Fund V Cayman Sub REIT”). Capitalized terms used and not defined in the body of this Agreement shall have the meanings set forth in Section 7.02 hereto.

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PARAMOUNT GROUP, INC. as Agent for PGREF I 1633 BROADWAY TOWER, L.P.
Lease • November 12th, 2014 • Paramount Group, Inc. • Real estate investment trusts

LEASE, dated as of October 27, 2014, between PARAMOUNT GROUP, INC., as Agent for PGREF I 1633 BROADWAY TOWER, L.P. (Landlord), having offices at 1633 Broadway, Suite 1801, New York, NY 10019 and CNBB-RDF HOLDINGS, LP (Tenant), a Delaware limited partnership and having an office at 1633 Broadway, 18th floor, New York, NY 10019 (Lease).

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PARAMOUNT GROUP, INC. SHARE PURCHASE AGREEMENT
Share Purchase Agreement • November 12th, 2014 • Paramount Group, Inc. • Real estate investment trusts • New York

This SHARE PURCHASE AGREEMENT (this “Agreement”) is made as of this 6th day of November, 2014, by and between Paramount Group, Inc., a Maryland corporation (the “Company”), and the individuals and entity listed on Schedule I hereto (each, a “Purchaser” and collectively, “Purchasers”).

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CONTRIBUTION AGREEMENT by and among ARCADE RENTAL INVESTMENTS, INC., PARAMOUNT GROUP, INC., and THE STOCKHOLDER of ARCADE RENTAL INVESTMENTS, INC. Dated as of November 6, 2014
Contribution Agreement • November 12th, 2014 • Paramount Group, Inc. • Real estate investment trusts • New York

THIS CONTRIBUTION AGREEMENT (including all exhibits and schedules, this “Contribution Agreement”) is made and entered into as of November 6, 2014, by and between PARAMOUNT GROUP, INC., a Maryland corporation (the “Company”), ARCADE RENTAL INVESTMENTS, INC., a Delaware corporation (the “Contributor” or “Arcade”), and the stockholder whose name appears on the signature page hereto (the “Stockholder”). Unless otherwise specifically stated herein or the context otherwise requires, the terms “Contributor” and “Arcade” refer to Arcade and its Subsidiaries with respect to the period prior to the Conversion and to Arcade Rental Investments LLC, a Delaware limited liability company (“Arcade LLC”), and its Subsidiaries with respect to the period from and after the Conversion. After the Conversion, all references to the term “Stockholder” shall mean the “Equity Holder.” Capitalized terms used and not defined in the body of this Contribution Agreement shall have the meanings set forth in Section 7

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 12th, 2014 • Paramount Group, Inc. • Real estate investment trusts • New York

THIS REGISTRATION RIGHTS AGREEMENT is entered into as of November 6, 2014 by and among Paramount Group, Inc., a Maryland corporation (the “Company”), and the holders listed on Schedule I hereto (the “Initial Holders”).

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CREDIT AGREEMENT Dated as of , 2014 among PARAMOUNT GROUP OPERATING PARTNERSHIP LP, as the Borrower, and PARAMOUNT GROUP, INC. and CERTAIN SUBSIDIARIES OF PARAMOUNT GROUP, INC. FROM TIME TO TIME PARTY HERETO, as Guarantors BANK OF AMERICA, N.A., as...
Credit Agreement • November 12th, 2014 • Paramount Group, Inc. • Real estate investment trusts • New York

This CREDIT AGREEMENT (“Agreement”) is entered into as of , 2014, among PARAMOUNT GROUP OPERATING PARTNERSHIP LP, a Delaware limited partnership (the “Borrower”), PARAMOUNT GROUP, INC., a Maryland corporation (the “REIT”), and certain subsidiaries of the REIT from time to time party hereto, as Guarantors, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent and Swing Line Lender, and the financial institutions party hereto as L/C Issuers.

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STOCK PURCHASE AGREEMENT by and among PARAMOUNT GROUP, INC. and THE STOCKHOLDERS of MILTON RENTAL INVESTMENTS, INC. Dated as of November 6, 2014
Stock Purchase Agreement • November 12th, 2014 • Paramount Group, Inc. • Real estate investment trusts • New York

THIS STOCK PURCHASE AGREEMENT (including all exhibits and schedules, this “Agreement”) is made and entered into as of November 6, 2014, by and among PARAMOUNT GROUP, INC., a Maryland corporation (the “Company”) and the stockholders of MILTON RENTAL INVESTMENTS, INC., a Delaware corporation (“Milton”) listed on the signature pages hereto (the “Stockholders”). Capitalized terms used and not defined in the body of this Agreement shall have the meanings set forth in Section 7.02 hereto.

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PUT OPTION AGREEMENT by and among WvF 2 W. 56, INC., a Delaware corporation, WvF, INC., a Delaware corporation, WvF, L.P., a Delaware limited partnership, WvF 718, L.P., a Delaware limited partnership, collectively, as Optionee and a New York limited...
Put Option Agreement • November 12th, 2014 • Paramount Group, Inc. • Real estate investment trusts • New York

THIS PUT OPTION AGREEMENT (this “Agreement”), dated as of September 10, 2014, is entered into by and among WvF 2 W. 56, Inc., a Delaware corporation (“WvF GP”), WvF, Inc., a Delaware corporation (“WvF Inc.”), WvF, L.P., a Delaware limited partnership (“WvF LP”), WvF 718, L.P., a Delaware limited partnership (“WvF 718 LP” and, together with WvF GP, WvF Inc. and WvF LP, collectively, “Optionee”), and 712 Fifth Avenue, L.P., a New York limited partnership (“Optionor”). Optionee and Optionor are herein sometimes referred to each as a “party” and collectively as the “parties”.

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PURCHASE OPTION AGREEMENT for PURCHASE AND SALE of DIRECT AND INDIRECT LIMITED PARTNERSHIP INTERESTS in PGREF II 60 WALL STREET INVESTORS, L.P. between PARAMOUNT DEVELOPMENT AND INVESTMENT, INC., a Delaware corporation, and PARAMOUNT GROUP REAL ESTATE...
Purchase Option Agreement • November 12th, 2014 • Paramount Group, Inc. • Real estate investment trusts • New York

THIS PURCHASE OPTION AGREEMENT, made as of the 27th day of June, 2014 (this “Agreement”), by and between PARAMOUNT GROUP REAL ESTATE FUND II, L.P., a Delaware limited partnership, having an office at 1633 Broadway, Suite 1801, New York, New York 10019 (“Fund II”), PARAMOUNT GROUP REAL ESTATE FUND III, L.P., a Delaware limited partnership, having an office at 1633 Broadway, Suite 1801, New York, New York 10019 (“Fund III, together with Fund II, collectively, “Seller”), and PARAMOUNT DEVELOPMENT AND INVESTMENT, INC., a Delaware corporation, having an office at 1633 Broadway, Suite 1801, New York, New York 10019 (“Purchaser”).

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PURCHASE AND SALE AGREEMENT OF OWNERSHIP INTERESTS in PGREF V 1301 SIXTH HOLDING LP a Delaware limited partnership by and between PGREF V 1301 SIXTH INVESTORS I LP, a Delaware limited partnership, as Seller and PARAMOUNT DEVELOPMENT AND INVESTMENT,...
Purchase and Sale Agreement • November 12th, 2014 • Paramount Group, Inc. • Real estate investment trusts • New York

THIS PURCHASE AND SALE AGREEMENT, made as of this 23rd day of July, 2014 (this “Agreement”), by and between PGREF V 1301 SIXTH INVESTORS I LP, a Delaware limited partnership (“Seller”), having an office at c/o AREoA LLC, 60 East 42nd Street, Suite 3710, New York City, NY 10165, and PARAMOUNT DEVELOPMENT AND INVESTMENT, INC., a Delaware corporation (“Purchaser”), having an office at c/o Paramount Group, Inc., 1633 Broadway, Suite 1801, New York, New York 10019. PGREF V 1301 SIXTH INVESTORS GP LLC, a Delaware limited liability company (“Paramount GP”), joins this Agreement as a party solely for purposes of Sections 8.3 and 8.6 (as it relates to Section 11.1.4) and Articles 6, 9, 14, 16, 17, and 19 through 22.

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STOCK PURCHASE AGREEMENT by and among PARAMOUNT GROUP, INC. and THE STOCKHOLDER of FORUM RENTAL INVESTMENTS, INC. Dated as of November 6, 2014
Stock Purchase Agreement • November 12th, 2014 • Paramount Group, Inc. • Real estate investment trusts • New York

THIS STOCK PURCHASE AGREEMENT (including all exhibits and schedules, this “Agreement”) is made and entered into as of November 6, 2014, by and among PARAMOUNT GROUP, INC., a Maryland corporation (the “Company”) and the stockholder of FORUM RENTAL INVESTMENTS, INC., a Delaware corporation (“Forum”) listed on the signature pages hereto (the “Stockholder”). Capitalized terms used and not defined in the body of this Agreement shall have the meanings set forth in Section 7.02 hereto.

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THE PARAMOUNT GROUP NONQUALIFIED DEFERRED COMPENSATION PLAN
Paramount Group, Inc. • November 12th, 2014 • Real estate investment trusts • New York

THIS PLAN IS ESTABLISHED BY THE ADOPTING EMPLOYER COMPLETING AND EXECUTING THE ADOPTION AGREEMENT. THE ADOPTION AGREEMENT AND PLAN DOCUMENT TOGETHER FORM THE ADOPTING EMPLOYER’S DEFERRED COMPENSATION PLAN AND INDICATE THE EMPLOYER’S ACCEPTANCE OF THE TERMS HEREIN.

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PROPERTY MANAGEMENT AGREEMENT
Agreement • November 12th, 2014 • Paramount Group, Inc. • Real estate investment trusts

IN CONSIDERATION of the mutual promises and the mutual covenants set forth in this Agreement and other good and valuable consideration, the parties hereto respectively covenant and agree as follows:

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PURCHASE AND SALE AGREEMENT OF OWNERSHIP INTERESTS in PGREF I PARAMOUNT PLAZA, L.P. a Delaware limited partnership by and between BCSP 1633 BROADWAY, LLC, a Delaware limited liability company, as Seller and PARAMOUNT DEVELOPMENT AND INVESTMENT, INC.,...
Purchase and Sale Agreement • November 12th, 2014 • Paramount Group, Inc. • Real estate investment trusts • New York

THIS PURCHASE AND SALE AGREEMENT, made as of this 4th day of September, 2014 (this “Agreement”), by and between BCSP 1633 BROADWAY, LLC, a Delaware limited liability company (“Seller”), having an office at 200 State Street, 5th Floor, Boston, MA 02109, PARAMOUNT DEVELOPMENT AND INVESTMENT, INC., a Delaware corporation (“Purchaser”), having an office at c/o Paramount Group, Inc., 1633 Broadway, Suite 1801, New York, New York 10019, PGREF I PARAMOUNT PLAZA GP, LLC, a Delaware limited liability company (“Paramount GP”), having an office at c/o Paramount Group, Inc., 1633 Broadway, Suite 1801, New York, New York 10019, and PARAMOUNT GROUP, INC., a Delaware corporation (“PGI”), having an office at c/o Paramount Group, Inc., 1633 Broadway, Suite 1801, New York, New York 10019, solely with respect to Section 8.7 of this Agreement.

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AGREEMENT AND PLAN OF MERGER by and among PARAMOUNT GROUP, INC., a Delaware corporation, PARAMOUNT GROUP, INC., a Maryland corporation, and THE STOCKHOLDERS Dated as of November 6, 2014
Agreement and Plan of Merger • November 12th, 2014 • Paramount Group, Inc. • Real estate investment trusts • New York

THIS AGREEMENT AND PLAN OF MERGER (including all exhibits and schedules, this “Agreement”) is made and entered into as of November 6, 2014, by and among PARAMOUNT GROUP, INC., a Delaware corporation (“PGI”), PARAMOUNT GROUP, INC., a Maryland corporation (the “Company”), and the stockholders whose names appear on the signature pages hereto (each, a “Stockholder” and together, the “Stockholders”). Capitalized terms used and not defined in the body of this Agreement shall have the meanings set forth in Section 7.02 hereto.

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FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • November 12th, 2014 • Paramount Group, Inc. • Real estate investment trusts

THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (“First Amendment”) is made and entered into and effective as of September 26, 2014 (the “First Amendment Effective Date”), by and among PGREF V 1301 SIXTH INVESTORS I LP, a Delaware limited partnership (“Seller”), PARAMOUNT DEVELOPMENT AND INVESTMENT, INC., a Delaware corporation (“Purchaser”), PGREF V 1301 SIXTH INVESTORS GP LLC, a Delaware limited liability company (“Paramount GP”), COMMONWEALTH LAND TITLE INSURANCE COMPANY (“Old Escrow Holder”), and FIRST AMERICAN TITLE INSURANCE COMPANY (“New Escrow Holder”).

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STOCKHOLDERS AGREEMENT OF PARAMOUNT GROUP, INC. Dated as of November 6, 2014
Stockholders Agreement • November 12th, 2014 • Paramount Group, Inc. • Real estate investment trusts • Maryland

This STOCKHOLDERS AGREEMENT (as the same may be amended, modified or supplemented from time to time, this “Agreement”), dated as of November 6, 2014, concerning Paramount Group, Inc., a Maryland corporation (the “Company”), is entered into by and between the Company and Maren Otto, Alexander Otto and Katharina Otto-Bernstein (collectively, together with any permitted assignees pursuant to Section 3.4, the “Initial Otto Stockholders”).

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AGREEMENT AND PLAN OF MERGER by and among PARAMOUNT GROUP, INC., WvF 1325, INC., WvF 1325, L.P., US REAL ESTATE HOLDING AG, and for purposes of Section 7.02 only, WvF, L.P. Dated as of October 31, 2014
Agreement and Plan of Merger • November 12th, 2014 • Paramount Group, Inc. • Real estate investment trusts • New York

THIS AGREEMENT AND PLAN OF MERGER (including all exhibits and schedules, this “Agreement”) is made and entered into as of October 31, 2014, by and among PARAMOUNT GROUP, INC., a Maryland corporation (the “Company”), WvF 1325, INC., a Delaware corporation (“WvF 1325 GP”), WvF 1325, L.P., a Delaware limited partnership (“WvF 1325 LP” and, together with WvF 1325 GP, the “WvF 1325 Parties”) and US REAL ESTATE HOLDING AG, a Swiss corporation and the sole partner (other than WvF 1325 GP) of WvF 1325 LP (“USREHAG” and, together with the WvF 1325 Parties, the “WvF Parties”) and for purposes of Section 7.02 only, WvF, L.P., a Delaware limited partnership (“WvF 712 LP”). Capitalized terms used and not defined in the body of this Agreement shall have the meanings set forth in Section 8.02 hereto.

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CONSENT AND TAG-ALONG AGREEMENT among PARAMOUNT DEVELOPMENT AND INVESTMENT, INC., a Delaware corporation, SSF III 60 WALL JV LLC, a Delaware limited liability company, PARAMOUNT GROUP REAL ESTATE FUND II, L.P., a Delaware limited partnership, PGREF II...
Property Management Agreement • November 12th, 2014 • Paramount Group, Inc. • Real estate investment trusts • New York

THIS CONSENT AND TAG-ALONG AGREEMENT, made as of the 27th day of June, 2014 (this “Agreement”), by and between SSF III 60 WALL JV LLC, a Delaware limited liability company, having an office at c/o Proprium, 1 Landmark Square, 19th Floor, Stamford, Connecticut 06901 (“SSF”), and PARAMOUNT DEVELOPMENT AND INVESTMENT, INC., a Delaware corporation, having an office at 1633 Broadway, Suite 1801, New York, New York 10019 (“PDI”); and for purposes of Sections 11.1.3 and 18 only, PARAMOUNT GROUP REAL ESTATE FUND II, L.P., a Delaware limited partnership, having an office at 1633 Broadway, Suite 1801, New York, New York 10019 (“Fund II”), PGREF II 60 WALL INVESTORS GP, LLC, a Delaware limited liability company, having an office at 1633 Broadway, Suite 1801, New York, New York 10019 (“GP”) and PGREF III WALL STREET INVESTORS, L.P., a Delaware limited partnership, having an office at 1633 Broadway, Suite 1801, New York, New York 10019 (“Fund III Holdco”)

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PARAMOUNT GROUP, INC. SHARE PURCHASE AGREEMENT
Share Purchase Agreement • November 12th, 2014 • Paramount Group, Inc. • Real estate investment trusts • New York

This SHARE PURCHASE AGREEMENT (this “Agreement”) is made as of this 31st day of October, 2014, by and between Paramount Group, Inc., a Maryland corporation (the “Company”), and WvF 718, L.P., a Delaware limited partnership (“Purchaser”).

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TRANSFER AGREEMENT by and among PARAMOUNT GROUP REAL ESTATE FUND V (CORE), L.P., PARAMOUNT GROUP OPERATING PARTNERSHIP LP, and PARAMOUNT GROUP, INC. Dated as of November 6, 2014
Transfer Agreement • November 12th, 2014 • Paramount Group, Inc. • Real estate investment trusts • New York

THIS TRANSFER AGREEMENT (including all exhibits and schedules, this “Agreement”) is made and entered into as of November 6, 2014, by and among PARAMOUNT GROUP, INC., a Maryland corporation (the “Company”), PARAMOUNT GROUP OPERATING PARTNERSHIP LP, a Delaware limited partnership (the “Operating Partnership”) and a subsidiary of the Company, and PARAMOUNT GROUP REAL ESTATE FUND V (CORE), L.P., a Delaware limited partnership (the “Transferor” or “Fund V Core”). Capitalized terms used and not defined in the body of this Agreement shall have the meanings set forth in Section 7.02 hereto.

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REGISTRATION RIGHTS AGREEMENT BY AND AMONG PARAMOUNT GROUP, INC. AND THE HOLDERS NAMED HEREIN DATED: NOVEMBER 6, 2014
Registration Rights Agreement • November 12th, 2014 • Paramount Group, Inc. • Real estate investment trusts • New York

This Registration Rights Agreement (this “Agreement”) is entered into as of November 6, 2014 by and among Paramount Group, Inc., a Maryland corporation (the “Company”), and the persons named on Exhibit A hereto (collectively with any Assignee pursuant to Section 15 hereof, the “Holders”).

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AGREEMENT AND PLAN OF MERGER by and among COSMOS RENTAL INVESTMENTS, INC., a Delaware corporation, PARAMOUNT GROUP, INC., a Maryland corporation, and THE STOCKHOLDER Dated as of November 6, 2014
Agreement and Plan of Merger • November 12th, 2014 • Paramount Group, Inc. • Real estate investment trusts • New York

THIS AGREEMENT AND PLAN OF MERGER (including all exhibits and schedules, this “Agreement”) is made and entered into as of November 6, 2014, by and among COSMOS RENTAL INVESTMENTS, INC., a Delaware corporation (“Cosmos”), PARAMOUNT GROUP, INC., a Maryland corporation (the “Company”), and the stockholder whose name appears on the signature page hereto (the “Stockholder”). Capitalized terms used and not defined in the body of this Agreement shall have the meanings set forth in Section 7.02 hereto.

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