Lexington Realty Trust (LXP)

As part of the merger, Newkirk’s one share of special voting preferred stock was converted into a share of our Special Voting Preferred Stock, which is not entitled to dividends. The issuance of the share of our Special Voting Preferred Stock was exempt from registration under Section 4(2) of the Securities Act of 1933, as amended, as a transaction not involving a public offering of securities. The share of our Special Voting Preferred Stock will enable holders of Special Voting Partnership Units to retain the same voting rights with respect to us that they had with respect to Newkirk. The number of votes is initially 35,505,298, subject to reduction by the number of Special Voting Partnership Units that are subsequently redeemed by us. Pursuant to the Voting Trustee Agreement, NKT Advisors LLC, an affiliate of Mr. Ashner, holds the share of our Special Voting Preferred Stock and will cast the votes attached to the share of our Special Voting Preferred Stock in proportion to the votes it receives from holders of Special Voting Partnership Units, subject to the following limitations. First, Vornado Realty Trust, a holder of 8,149,592.8 voting Special Voting Preferred Units, will not have the right to vote for board members at any time when an affiliate of Vornado Realty Trust is serving or standing for election as a board member. In addition, at all other times, Vornado Realty Trust’s right to vote in the election of trustees will be limited to the number of Special Voting Partnership Units that it owns not to exceed 9.9% of our common shares outstanding on a fully diluted basis. NKT Advisors LLC (through its managing member) will be entitled to vote in its sole discretion to the extent the voting rights of Vornado Realty Trust and its affiliates are so limited.