This Assignment and Assumption Agreement involves
Title: ASSIGNMENT AND ASSUMPTION AGREEMENT
Governing Law: New York Date: 12/18/2015
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (the “ Agreement ”) is made and entered into as of this 17th day of December, 2015 by and between Gramercy Property Trust Inc., a Maryland corporation (“ Gramercy ”), and Gramercy Property Trust (formerly known as Chamber Street Properties), a Maryland real estate investment trust (“ New Gramercy ”).
Gramercy and New Gramercy are parties to that certain Agreement and Plan of Merger, dated as of July 1, 2015, as amended November 23, 2015 and December 7, 2015 (the “ Merger Agreement ”), by and among Gramercy, New Gramercy and Columbus Merger Sub, LLC, a Maryland limited liability company and a wholly owned subsidiary of New Gramercy (“ Merger Sub ”) pursuant to which Gramercy will merge with and into Merger Sub and Merger Sub will continue as the surviving entity and successor to Gramercy (the “ Merger ”). Immediately following the effective time of the Merger, New Gramercy will change its name to “Gramercy Property Trust.”
Gramercy is a party to that certain Registration Rights Agreement, dated as of March 24, 2014 (the “ Registration Rights Agreement ”), by and among Gramercy, GPT Property Trust LP (the “ Operating Partnership ”) and Morgan Stanley & Co. LLC, entered into for the bene