Exhibit 10.2


EXECUTION COPY


NON-PORTFOLIO
PROPERTY INTEREST CONTRIBUTION AGREEMENT


____________________


By and Among


MR. STANLEY C. GALE,


MR. MARK YEAGER,


GCF II INVESTOR LLC,


THE GALE INVESTMENTS COMPANY, LLC,


GALE & WENTWORTH VREELAND, LLC,


GALE URBAN SOLUTIONS LLC,


MSGW-ONE CAMPUS INVESTORS, LLC,


MACK-CALI REALTY ACQUISITION CORP.,


AND


MACK-CALI REALTY
L.P.


_______________________


Dated as of May 9, 2006

















 


TABLE OF CONTENTS


	
  

  	
   

  	
   

  	
   

  	
  Page

  	
   

  
	
  Article I
  DEFINITIONS

  	
   

  	
  3

  	
   

  
	
  Section 1.01.

  	
   

  	
  Certain Defined Terms

  	
   

  	
  3

  	
   

  
	
  Section 1.02.

  	
   

  	
  Definitions

  	
   

  	
  8

  	
   

  
	
  Section 1.03.

  	
   

  	
  Interpretation and Rules of Construction

  	
   

  	
  9

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Article II
  CONTRIBUTIONS

  	
   

  	
  10

  	
   

  
	
  Section 2.01.

  	
   

  	
  Formation of the JV LLC’s

  	
   

  	
  10

  	
   

  
	
  Section 2.02.

  	
   

  	
  Contribution of Non-Portfolio Property Interests

  	
   

  	
  10

  	
   

  
	
  Section 2.03.

  	
   

  	
  Contribution of Funds

  	
   

  	
  11

  	
   

  
	
  Section 2.04.

  	
   

  	
  Option to Contribute the Optional Non-Portfolio
  Property Interests

  	
   

  	
  12

  	
   

  
	
  Section 2.05.

  	
   

  	
  Contribution of Additional Funds

  	
   

  	
  13

  	
   

  
	
  Section 2.06.

  	
   

  	
  Conditions Precedent to the Obligations of MCRAC

  	
   

  	
  13

  	
   

  
	
  Section 2.07.

  	
   

  	
  One Newark Center Interest

  	
   

  	
  15

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Article III ISSUANCE OF
  MEMBERSHIP INTERESTS

  	
   

  	
  16

  	
   

  
	
  Section 3.01.

  	
   

  	
  Issuance of Membership Interests to Sellers

  	
   

  	
  16

  	
   

  
	
  Section 3.02.

  	
   

  	
  Issuance of Membership Interests to MCRAC

  	
   

  	
  16

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Article IV CLOSING

  	
   

  	
  16

  	
   

  
	
  Section 4.01.

  	
   

  	
  Closing Date

  	
   

  	
  16

  	
   

  
	
  Section 4.02.

  	
   

  	
  Closing Deliveries

  	
   

  	
  16

  	
   

  
	
  Section 4.03.

  	
   

  	
  Special Distributions of the JV LLC’s

  	
   

  	
  17

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Article V REPRESENTATIONS AND WARRANTIES OF
  THE SELLERS

  	
   

  	
  17

  	
   

  
	
  Section 5.01.

  	
   

  	
  Organization, Authority and Qualification of the
  Sellers

  	
   

  	
  17

  	
   

  
	
  Section 5.02.

  	
   

  	
  Ownership of the Membership Interests; Real
  Property

  	
   

  	
  18

  	
   

  
	
  Section 5.03.

  	
   

  	
  No Conflict

  	
   

  	
  19

  	
   

  
	
  Section 5.04.

  	
   

  	
  Litigation

  	
   

  	
  19

  	
   

  
	
  Section 5.05.

  	
   

  	
  Consents

  	
   

  	
  19

  	
   

  
	
  Section 5.06.

  	
   

  	
  Entity Status

  	
   

  	
  19

  	
   

  
	
  Section 5.07.

  	
   

  	
  Documents

  	
   

  	
  20

  	
   

  
	
  Section 5.08.

  	
   

  	
  Right To Transfer

  	
   

  	
  20

  	
   

  
	
  Section 5.09.

  	
   

  	
  Capital Contribution

  	
   

  	
  20

  	
   

  
	
  Section 5.10.

  	
   

  	
  Liabilities

  	
   

  	
  20

  	
   

  
	
  Section 5.11.

  	
   

  	
  Compliance

  	
   

  	
  20

  	
   

  
	
  Section 5.12.

  	
   

  	
  Brokerage Agreement

  	
   

  	
  21

  	
   

  
	
  Section 5.13.

  	
   

  	
  Leasing Commissions; Tenant Improvements

  	
   

  	
  21

  	
   

  
	
  Section 5.14.

  	
   

  	
  Environmental

  	
   

  	
  21

  	
   

  
	
  Section 5.15.

  	
   

  	
  Zoning

  	
   

  	
  21

  	
   

  
	
  Section 5.16.

  	
   

  	
  Tax Certiorari Proceedings

  	
   

  	
  21

  	
   

  
	
  Section 5.17.

  	
   

  	
  Surveys

  	
   

  	
  21

  	
   

  
	
  Section 5.18.

  	
   

  	
  Private Letter Rulings

  	
   

  	
  21

  	
   

  



 



 i
















 


 


	
  Section 5.19.

  	
   

  	
  Foreign Person

  	
   

  	
  22

  	
   

  
	
  Section 5.20.

  	
   

  	
  Due Diligence Information

  	
   

  	
  22

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Article VI REPRESENTATIONS AND WARRANTIES
  OF MCRAC AND MCRLP

  	
   

  	
  22

  	
   

  
	
  Section 6.01.

  	
   

  	
  Organization and Authority of MCRAC and MCRLP

  	
   

  	
  22

  	
   

  
	
  Section 6.02.

  	
   

  	
  No Conflict

  	
   

  	
  22

  	
   

  
	
  Section 6.03.

  	
   

  	
  Litigation

  	
   

  	
  22

  	
   

  
	
  Section 6.04.

  	
   

  	
  Independent Investigation; Representations

  	
   

  	
  23

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Article VII
  ADDITIONAL AGREEMENTS

  	
   

  	
  23

  	
   

  
	
  Section 7.01.

  	
   

  	
  Notification of Certain Matters

  	
   

  	
  23

  	
   

  
	
  Section 7.02.

  	
   

  	
  Further Action

  	
   

  	
  23

  	
   

  
	
  Section 7.03.

  	
   

  	
  Third-Party Consents; Additional Closings;
  Buy-Sell

  	
   

  	
  24

  	
   

  
	
  Section 7.04.

  	
   

  	
  Assignment of Economic Interests

  	
   

  	
  25

  	
   

  
	
  Section 7.05.

  	
   

  	
  Effect of Termination

  	
   

  	
  25

  	
   

  
	
  Section 7.06.

  	
   

  	
  Development of Jefferson Real Property

  	
   

  	
  25

  	
   

  
	
  Section 7.07.

  	
   

  	
  Reimbursement for MCRAC Employee Assistance

  	
   

  	
  26

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Article VIII
  INDEMNIFICATION

  	
   

  	
  26

  	
   

  
	
  Section 8.01.

  	
   

  	
  Survival of
  Representations and Warranties

  	
   

  	
  26

  	
   

  
	
  Section 8.02.

  	
   

  	
  Indemnification by the Sellers

  	
   

  	
  26

  	
   

  
	
  Section 8.03.

  	
   

  	
  Indemnification by MCRAC

  	
   

  	
  26

  	
   

  
	
  Section 8.04.

  	
   

  	
  Limits on Indemnification

  	
   

  	
  26

  	
   

  
	
  Section 8.05.

  	
   

  	
  Notice of Loss; Third Party Claims

  	
   

  	
  27

  	
   

  
	
  Section 8.06.

  	
   

  	
  Remedies

  	
   

  	
  28

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Article IX
  GENERAL PROVISIONS

  	
   

  	
  28

  	
   

  
	
  Section 9.01.

  	
   

  	
  Expenses

  	
   

  	
  28

  	
   

  
	
  Section 9.02.

  	
   

  	
  Notices

  	
   

  	
  29

  	
   

  
	
  Section 9.03.

  	
   

  	
  Public Announcements; Confidentiality

  	
   

  	
  30

  	
   

  
	
  Section 9.04.

  	
   

  	
  Severability

  	
   

  	
  30

  	
   

  
	
  Section 9.05.

  	
   

  	
  Entire Agreement

  	
   

  	
  31

  	
   

  
	
  Section 9.06.

  	
   

  	
  Assignment

  	
   

  	
  31

  	
   

  
	
  Section 9.07.

  	
   

  	
  Waiver

  	
   

  	
  31

  	
   

  
	
  Section 9.08.

  	
   

  	
  No Third Party Beneficiaries

  	
   

  	
  31

  	
   

  
	
  Section 9.09.

  	
   

  	
  Currency

  	
   

  	
  31

  	
   

  
	
  Section 9.10.

  	
   

  	
  Governing Law

  	
   

  	
  31

  	
   

  
	
  Section 9.11.

  	
   

  	
  Waiver of Jury Trial

  	
   

  	
  32

  	
   

  
	
  Section 9.12.

  	
   

  	
  Counterparts

  	
   

  	
  32

  	
   

  
	
  Section 9.13.

  	
   

  	
  Cooperation

  	
   

  	
  32

  	
   

  
	
  Section 9.14.

  	
   

  	
  Specific Performance

  	
   

  	
  32

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  




 ii
















EXHIBITS AND
SCHEDULES


	
  Exhibit A

  	
   

  	
  55 Corporate LLC Operating Agreement

  
	
  Exhibit B

  	
   

  	
  Bedminster LLC Operating Agreement

  
	
  Exhibit C

  	
   

  	
  Belmar LLC Operating Agreement

  
	
  Exhibit D

  	
   

  	
  Campus LLC Operating Agreement

  
	
  Exhibit E

  	
   

  	
  Jefferson LLC Operating Agreement

  
	
  Exhibit F

  	
   

  	
  Kimball LLC Operating Agreement

  
	
  Exhibit G

  	
   

  	
  Newark LLC Operating Agreement

  
	
  Exhibit H

  	
   

  	
  Rock LLC Operating Agreement

  
	
  Exhibit I

  	
   

  	
  Transit LLC Operating Agreement

  
	
  Exhibit J

  	
   

  	
  Vreeland LLC Operating Agreement

  
	
  Exhibit K

  	
   

  	
  Model Economic Benefits and Burdens LLC Operating
  Agreement

  
	
   

  	
   

  	
   

  
	
  Schedule 5.04 

  	
   

  	
  Litigation

  
	
  Schedule 5.05

  	
   

  	
  Non-Portfolio Consent

  
	
  Schedule 5.07

  	
   

  	
  Organizational Documents of Seller

  
	
  Schedule 5.10

  	
   

  	
  Liabilities

  
	
  Schedule 5.13 

  	
   

  	
  Leasing Commissions; Tenant Improvements

  
	
  Schedule 5.16 

  	
   

  	
  Tax Certiorari Proceedings

  
	
  Schedule 5.17 

  	
   

  	
  Surveys

  



 



 iii
















 


NON-PORTFOLIO PROPERTY INTEREST CONTRIBUTION AGREEMENT
(this “Agreement”), dated as of May 9, 2006, by and among GCF II
Investor LLC, a Delaware limited liability company (“GCF II”), Gale &
Wentworth Vreeland, LLC, a New Jersey limited liability company (“GWV”),
MSGW-One Campus Investors, LLC, a Delaware limited liability company (“MSGW”),
Mr. Stanley C. Gale (“SG”), Mr. Mark Yeager (“MY”), The
Gale Investments Company, LLC, a Delaware limited liability company (“Gale
Investments”), Gale Urban Solutions LLC, a New Jersey limited liability
company (“Gale Urban,” and collectively with GW, GCF II, GWV, MSGW, SG,
MY and Gale Investments, the “Sellers”), Mack-Cali Realty Acquisition
Corp., a Delaware corporation, or its designee (“MCRAC”), and Mack-Cali
Realty, L.P., a Delaware limited partnership, or its designee (“MCRLP”).


WHEREAS, MSGW owns 100% of the issued and outstanding
membership interests in One Campus Associates LLC, a Delaware limited liability
company (the “3 Campus Drive Interest”);


WHEREAS, GCF II owns 33.33% of the issued and
outstanding membership interests in Gale Kimball, L.L.C., a Delaware limited
liability company (the “100 Kimball Drive Interest”);


WHEREAS, GCF II will, as of the applicable Closing (as
defined herein), own an equity interest in a limited liability company which
will own (directly or indirectly) an interest in the Jefferson Real Property
(as defined herein) (the “One Jefferson Road Interest”);


WHEREAS, GWV owns 50% of the issued and outstanding
membership interests in 12 Vreeland Associates LLC, a New Jersey limited
liability company (the “12 Vreeland Interest”);


WHEREAS, SG and MY collectively own 51.25% of the
issued and outstanding membership interests in GW Bedminster LLC, a New Jersey
limited liability company (the “GW Bedminster Interest”);


WHEREAS, SG owns 3.56% of the issued and outstanding
membership interests in Pluckemin Holdings LLC, a Delaware limited liability
company (the “Pluckemin Interest,” and collectively with the GW
Bedminster Interest, the “Bedminster Interest”);


WHEREAS, Gale Investments owns 100% of the issued and
outstanding membership interests in Gale Belmar, L.L.C., a Delaware limited
liability company (the “Belmar Interest”);


WHEREAS, Gale Investments owns 100% of the issued and
outstanding membership interests in Gale ONC Associates, L.L.C., a Delaware
limited liability company (the “One Newark Center Interest”);


WHEREAS, Gale Investments owns 50% of the issued and
outstanding membership interests in Rock-GW LLC, a Delaware limited liability
company (the “Rock GW Interest”);



















 


WHEREAS, GCF II will (indirectly through one of its
wholly owned subsidiaries), as of the applicable Closing, own 50% of the issued
and outstanding membership interests in Gale 55 Corporate Associates II LLC, a
Delaware limited liability company, or such entity as shall own the 55
Corporate Real Property (the “55 Corporate Interest”);


WHEREAS, Gale Urban owns 100% of the issued and
outstanding membership interests in Gale Broad Street, LLC, a New Jersey limited
liability company (the “Newark Transit Village Interest,” and
collectively with the 3 Campus Drive Interest, the 100 Kimball Drive Interest,
the One Jefferson Road Interest, the 12 Vreeland Interest, the Belmar Interest,
the 55 Corporate Interest, the Bedminster Interest, the Rock GW Office Interest
(as defined herein) and the One Newark Center Interest, the “Non-Portfolio
Property Interests”);


WHEREAS, upon the
terms and subject to the conditions of this Agreement, the Sellers desire to
contribute certain of the Non-Portfolio Property Interests to certain of the JV
LLC’s (as defined herein), and desire to grant an option to MCRAC to cause the
contribution of the Optional Non-Portfolio Property Interests (as defined
herein) to certain of the other JV LLC’s, in exchange for membership interests
in the applicable JV LLC’s as specified in each of the applicable Limited
Liability Company Operating Agreements (as defined herein);


WHEREAS, upon the
terms and subject to the conditions of this Agreement, MCRAC desires to, and
MCRLP desire to cause MCRAC to, contribute to certain of the applicable JV LLC’s
the funds specified herein (the “Funds”) in exchange for the applicable
membership interests in each of the applicable JV LLC’s as specified in each of
the applicable Limited Liability Company Operating Agreements;


WHEREAS, upon the
terms and subject to the conditions of this Agreement, MCRAC may exercise its
option with respect to the Optional Non-Portfolio Property Interests (as
defined herein) and, upon such exercise, may, and MCRLP may cause MCRAC to,
contribute to the JV LLC’s associated with the Optional Non-Portfolio Property
Interests certain additional funds as specified herein (the “Additional
Funds”) in exchange for the applicable membership interests in each of such
applicable JV LLC’s as specified in each of the applicable Limited Liability
Company Operating Agreements; and


WHEREAS, upon consummation of the contributions by the
Sellers and MCRAC and MCRLP to the applicable JV LLC’s contemplated hereby, the
parties desire to have each of the applicable JV LLC’s make a special
distribution to each of the applicable Sellers in an aggregate amount equal to
the applicable portion of the Funds and Additional Funds.


NOW, THEREFORE, in consideration of the promises and
the mutual agreements and covenants hereinafter set forth, and intending to be
legally bound, the parties hereby agree as follows:



 2
















 


Article I


DEFINITIONS


Section 1.01           Certain Defined Terms. For
purposes of this Agreement:


“55 Corporate LLC”
means M-C 55 Corporate, LLC, a Delaware limited liability company to be formed
in accordance with the provisions of this Agreement.


“55 Corporate LLC Operating Agreement” means
that certain limited liability company operating agreement of 55 Corporate LLC,
in the form attached hereto as Exhibit A to this Agreement.


“55 Corporate Real Property” means the
Declarant’s Rights and Obligations Under Master Deed Creating 55 Corporate
Drive Condominium, by and between Gale 55 Corporate Associates II LLC  and Gale 55 Corporate Associates LLC, to
develop that certain real property commonly known as and by the name Building
IV at the street number 55 Corporate Drive, Bridgewater, New Jersey.


“Action” means any claim, action, suit,
arbitration, inquiry, proceeding or investigation by or before any Governmental
Authority.


“Affiliate” means, with respect to any
specified Person, any other Person that directly or indirectly, through one or
more intermediaries, controls, is controlled by, or is under common control
with, such specified Person.


“Bedminster LLC” means M-C Bedminster, LLC, a
Delaware limited liability company to be formed in accordance with the
provisions of this Agreement.


“Bedminster LLC Operating Agreement” means that
certain limited liability company operating agreement of Bedminster LLC, in the
form attached hereto as Exhibit B to this Agreement.


“Bedminster Real Property” means the real
property known as and by the name The Offices at Bedminster, suite numbers 500 &
550 located at Route 206, Bedminster, NJ 07921.


“Belmar LLC” means M-C Belmar, LLC, a Delaware
limited liability company to be formed in accordance with the provisions of
this Agreement.


“Belmar LLC Operating Agreement” means that
certain limited liability company operating agreement of Belmar LLC, in the
form attached hereto as Exhibit C to this Agreement.


“Belmar Real Property” means the real property
known as and by the name The Redevelopment Zone located in the Borough of
Belmar, Block 66, lots 1,2-5,7,8-10 and 15; Block 86.01, lot 1 and
the portion of East Railroad Avenue adjoining said block and lot.


“Business Day” means any day that is not a
Saturday, a Sunday or other day on which banks are required or authorized by
Law to be closed in The City of New York.



 3
















 


 


“Campus LLC” means M-C Campus, LLC, a Delaware
limited liability company to be formed in accordance with the provisions of
this Agreement.


“Campus LLC Operating Agreement” means that
certain limited liability company operating agreement of Campus LLC, in the
form attached hereto as Exhibit D to this Agreement.


“Campus Real Property” means the real property
known as and by the street number 3 Campus Drive, Parsippany NJ, 07054.


“Cash Contribution” means, as applicable, a
Bedminster Cash Contribution, a Belmar Cash Contribution, Campus Cash Contribution,
Jefferson Cash Contribution, Kimball Cash Contribution, Newark Cash
Contribution, Rock Cash Contribution, 55 Corporate Cash Contribution, Transit
Cash Contribution or Vreeland Cash Contribution.


“Control” (including the terms “controlled
by” and “under common control with”), with respect to the
relationship between or among two or more Persons, means the possession,
directly or indirectly or as trustee, personal representative or executor, of
the power to direct or cause the direction of the affairs or management of a
Person, whether through the ownership of voting securities, as trustee,
personal representative or executor, by contract, credit arrangement or
otherwise.


“Economic Benefits and Burdens” means, with
respect to any Non-Portfolio Property Interest, (i) the economic benefit of owning such Non-Portfolio
Property Interest as if the applicable JV LLC owned such interest directly,
including the benefit of any and all rights of the applicable Seller against
any other party to the related limited liability company operating agreement,
the right to receive an allocation of all profits which would otherwise be
allocated to the applicable Seller and the right to receive all distributions
received by the applicable Seller with respect to such Non-Portfolio Property
Interest, and (ii) the economic burden of owning such Non-Portfolio
Property Interest as if the applicable JV LLC owned such interest directly,
including the obligation to make any capital contributions required by such
limited liability company operating agreement and the allocation of all losses
which would otherwise be allocated to the applicable Seller with respect to
such Non-Portfolio Property Interest.


“Encumbrance” means any security interest,
pledge, charge, option, right, hypothecation, mortgage, lien, claim or other
encumbrance.


“Environmental Law” means any applicable
federal, state, county or municipal statute, ordinance, rule, regulation,
order, code, directive or requirement, together with all successor statutes,
ordinances, rules, regulations, orders, codes, directives or requirements, of
any Governmental Authority in any way related to Hazardous Materials.


 “Governmental
Authority” means any foreign, federal, national, supranational, state,
provincial, local or other government, governmental, regulatory or
administrative authority, agency, board, bureau, agency, instrumentality or
commission or any court, tribunal, or judicial or arbitral body.



 4
















 


“Governmental Order” means any order, writ,
judgment, injunction, decree, stipulation, determination or award entered by or
with any Governmental Authority.


“Hazardous Materials” means (A) those
substances included with the definitions of any or more of the terms “hazardous
substances,” “toxic pollutants”, “hazardous materials”, “toxic substances”, and
“hazardous waste” in the Comprehensive Environmental Response, Compensation and
Liability Act, 42 U.S.C. § 9601 et seq. (as amended), the Hazardous Materials
Transportation Act, as amended, 49 U.S.C. Sections 1801 et seq., the Resource Conservation
and Recovery Act of 1976 as amended, 42 U.S.C. Section 6901 et seq., Section 311
of the Clean Water Act, the New Jersey Environmental Rights Act, N.J.S.A.
2A:35A-1 et seq., the New Jersey Spill Compensation and Control Act,
N.J.S.A. 58:10-23.11 et seq., the Industrial Site Recovery Act, N.J.S.A.
13:1K-6 et seq., the New Jersey Underground Storage of Hazardous
Substances Act, N.J.S.A. 58:10A-21 et seq., and any similar state or
federal laws or any regulations issued under any such laws and (B) petroleum,
radon gas, lead based paint, asbestos or asbestos containing material and
polychlorinated biphenyls.


“Indemnified Party” means a MCRAC Indemnified
Party or a Seller Indemnified Party, as the case may be.


“Indemnifying Party” means the Sellers pursuant
to Section 8.02 and MCRLP and MCRAC pursuant to Section 8.03, as the
case may be.


“Jefferson LLC” means M-C Jefferson, LLC, a
Delaware limited liability company to be formed in accordance with the
provisions of this Agreement.


“Jefferson LLC Operating Agreement” means that
certain limited liability company operating agreement of Jefferson LLC, in the
form attached hereto as Exhibit E to this Agreement.


“Jefferson Real Property” means the real
property known as and by the street number One Jefferson Road, Parsippany, NJ
07054.


“JV LLC’s” means Campus LLC, Kimball LLC,
Jefferson LLC, Vreeland LLC, Bedminster LLC, Belmar LLC, Rock LLC, 55 Corporate
LLC, Newark LLC and Transit LLC.


“Kimball LLC” means M-C Kimball, LLC, a
Delaware limited liability company to be formed in accordance with the
provisions of this Agreement.


“Kimball LLC Operating Agreement” means that
certain limited liability company operating agreement of Kimball LLC, in the
form attached hereto as Exhibit F to this Agreement.


“Kimball Real Property” means the real property
known as and by the street number 100 Kimball Drive, Parsippany, NJ 07054.


“Law” means any foreign, federal, national,
supranational, state, provincial, local or similar statute, law, ordinance,
regulation, rule, code, order, requirement or rule of law (including
common law) in effect as of the date hereof.



 5
















 


“Liabilities” means any and all debts,
liabilities and obligations, whether accrued or fixed, absolute or contingent,
matured or unmatured or determined or determinable, including those arising
under any Law, action or Governmental Order and those arising under any
contract, agreement, arrangement, commitment or other undertaking. Liabilities
include, with respect to any Non-Portfolio Property Interest, economic
obligations, including the obligation to make any capital contributions
required by such limited liability company operating agreement and the
allocation of all losses which would otherwise be allocated to the applicable
Seller.


“Limited Liability Company Operating Agreements”
means the Bedminster LLC Operating Agreement, the Belmar LLC Operating
Agreement, the Campus LLC Operating Agreement, the Jefferson LLC Operating
Agreement, the Kimball LLC Operating Agreement, the Newark LLC Operating
Agreement, the Rock LLC Operating Agreement, the 55 Corporate LLC, the Transit
LLC Operating Agreement and the Vreeland LLC Operating Agreement.


“Morgan Stanley Interests” means, collectively,
the following entities and their respective membership interests in MSGW: (a) Morgan
Stanley Real Estate Fund III, LP — 14.940004%; (b) MSP Real Estate Fund,
LP — 11.962302%; (c) Morgan Stanley Real Estate Investors III, LP —
0.69255%; (d) MSREF III Special Fund, LP — 14.548803%; and (e) MSP
Co-Investment Partnership, LP — 7.189701%.


“Newark LLC” means M-C Newark, LLC, a Delaware
limited liability company to be formed in accordance with the provisions of
this Agreement.


“Newark LLC Operating Agreement” means that
certain limited liability company operating agreement of Newark LLC, in the
form attached hereto as Exhibit G to this Agreement.


“Newark Real Property” means the real property
known as and by the name One Newark Center, street number 1085 Raymond Blvd,
Newark NJ, 07102.


“Non-Portfolio Real Properties” means,
collectively, the Bedminster Real Property, Belmar Real Property, Campus Real
Property, Jefferson Real Property, Kimball Real Property, Newark Real Property,
Rock GW Development Property, 55 Corporate Real Property, Transit Real Property
and Vreeland Real Property.


“Optional Non-Portfolio Property Interests”
means the Bedminster LLC Interest and the One Jefferson Road Interest.


 “Permitted
Encumbrances” means statutory liens for current Taxes not yet due or
delinquent (or which may be paid without interest or penalties) or the validity
or amount of which is being contested in good faith by appropriate proceedings.


“Person” means any individual, partnership,
firm, corporation, limited liability company, joint venture, limited public
company, limited liability partnership, association, trust, unincorporated
organization or other entity, as well as any syndicate or group that would be
deemed to be a person under Section 13(d)(3) of the Securities
Exchange Act.


“Praedium” means The Preadium Group LLC and its
Affiliates.



 6
















 


“Purchase Agreement” means that certain
Membership Interest Purchase and Contribution Agreement dated as of March 7,
2006, as amended, by and among SG, SCG Holding Corp., a Delaware corporation,
MCRLP and MCRAC.


“Rock-GW Development Property” means that
certain development property located in the Borough of Florham Park, New Jersey
(Block 1401, Lot 1 and Block 1402, Lot 1) that Rock GW LLC is currently in
contract to acquire.


“Rock GW Office Interest” means a portion of
the Rock GW Interest representing approximately 600,000 square feet of office
space to be developed at the Rock-GW Development Property.


“Rock LLC” means M-C Rock, LLC, a Delaware
limited liability company to be formed in accordance with the provisions of
this Agreement.


“Rock LLC Operating Agreement” means that
certain limited liability company operating agreement of Rock LLC, in the form
attached hereto as Exhibit H to this Agreement.


“Securities
Act” means the Securities Act of 1933, as amended.


“Securities Exchange Act” means the Securities
Exchange Act of 1934, as amended.


“Tax” or “Taxes” mean all federal,
state, county, local, foreign and other taxes of any kind whatsoever
(including, without limitation, income, profits, premium, estimated, excise,
sales, use, occupancy, gross receipts, franchise, ad valorem, severance,
capital levy, production, transfer, license, stamp, environmental, withholding,
employment, unemployment compensation, payroll related and property taxes,
import duties and other governmental charges or assessments), whether or not
measured in whole or in part by net income, and including deficiencies,
interest, additions to tax or interest, and penalties with respect thereto, and
including expenses associated with contesting any proposed adjustment related
to any of the foregoing.


“Transit LLC” means M-C Transit, LLC, a
Delaware limited liability company to be formed in accordance with the
provisions of this Agreement.


“Transit LLC Operating Agreement” means that
certain limited liability company operating agreement of Transit LLC, in the form
attached hereto as Exhibit I to this Agreement.


“Transit Real Property” means the real property
located at Newark Transit Village, Westinghouse Building, Newark NJ (Block 47,
Lot 40).


“Vreeland LLC” means M-C Vreeland, LLC, a
Delaware limited liability company to be formed in accordance with the
provisions of this Agreement.


“Vreeland LLC Operating Agreement” means that
certain limited liability company operating agreement of Vreeland LLC, in the
form attached hereto as Exhibit J to this Agreement.



 7
















 


“Vreeland Real Property” means the real
property known as and by the street number 12 Vreeland Road, Florham Park, NJ,
07932


Section 1.02.          Definitions. The following
terms have the meanings set forth in the Sections set forth below: 


 




	
  Definition

  	
   

  	
  Location

  
	
  “3 Campus Drive
  Interest”

  	
   

  	
  Recitals

  
	
  “12 Vreeland
  Interest”

  	
   

  	
  Recitals

  
	
  “55 Corporate
  Cash Contribution”

  	
   

  	
  2.03(g)

  
	
  “55 Corporate
  Interest”

  	
   

  	
  Recitals

  
	
  “100 Kimball
  Drive Interest”

  	
   

  	
  Recitals

  
	
  “Agreement”

  	
   

  	
  Preamble

  
	
  “Additional
  Funds”

  	
   

  	
  Recitals

  
	
  “Belmar Cash
  Contribution”

  	
   

  	
  2.03(d)

  
	
  “Belmar
  Interest”

  	
   

  	
  Recitals

  
	
  “Bedminster Cash
  Contribution”

  	
   

  	
  2.05(a)

  
	
  “Bedminster
  Interest”

  	
   

  	
  Recitals

  
	
  “Bedminster
  Option Period”

  	
   

  	
  2.04(d)(iii)

  
	
  “Binding Expert”

  	
   

  	
  2.06(b)

  
	
  “Campus Cash
  Contribution”

  	
   

  	
  2.03(a)

  
	
  “Closing”

  	
   

  	
  4.01

  
	
  “Closing Date”

  	
   

  	
  4.01

  
	
  “Funds”

  	
   

  	
  Recitals

  
	
  “Gale Expert”

  	
   

  	
  2.06(b)

  
	
  “Gale
  Investments”

  	
   

  	
  Preamble

  
	
  “Gale Urban”

  	
   

  	
  Preamble

  
	
  “GCF II”

  	
   

  	
  Preamble

  
	
  “GW Bedminster
  Interest”

  	
   

  	
  Recitals

  
	
  “Hills Drive”

  	
   

  	
  2.04(d)(iii)

  
	
  “Indemnification
  Threshold”

  	
   

  	
  8.04(b)

  
	
  “Jefferson Cash
  Contribution”

  	
   

  	
  2.05(b)

  
	
  “Kimball Cash
  Contribution”

  	
   

  	
  2.03(b)

  
	
  “Loss” or
  “Losses”

  	
   

  	
  8.02

  
	
  “MCRAC”

  	
   

  	
  Preamble

  
	
  “MCRAC Expert”

  	
   

  	
  2.06(b)

  
	
  “MCRAC
  Indemnified Party”

  	
   

  	
  8.02

  
	
  “MCRLP”

  	
   

  	
  Preamble

  
	
  “MSGW”

  	
   

  	
  Preamble

  
	
  “MY”

  	
   

  	
  Preamble

  
	
  “Newark Cash
  Contribution”

  	
   

  	
  2.07(a)(ii)

  
	
  “Newark Transit
  Village Interest”

  	
   

  	
  Recitals

  
	
  “Non-Portfolio
  Consents”

  	
   

  	
  2.06(a)

  
	
  “One Jefferson
  Option Period”

  	
   

  	
  2.04(c)(ii)

  
	
  “One Jefferson
  Road Interest”

  	
   

  	
  Recitals

  
	
  “One Newark
  Center Interest”

  	
   

  	
  Recitals

  






 



 8
















 


 




	
  Definition

  	
   

  	
  Location

  
	
  “Option Period”

  	
   

  	
  2.04

  
	
  “Organizational
  Documents”

  	
   

  	
  5.07

  
	
  “Non-Portfolio
  Property Interests”

  	
   

  	
  Recitals

  
	
  “Pluckemin
  Interest”

  	
   

  	
  Recitals

  
	
  “Remediation”

  	
   

  	
  2.06(b)

  
	
  “Rock Cash
  Contribution”

  	
   

  	
  2.03(g)

  
	
  “Rock GW
  Interest”

  	
   

  	
  Preamble

  
	
  “SG”

  	
   

  	
  Preamble

  
	
  “Seller” or
  “Sellers”

  	
   

  	
  Preamble

  
	
  “Seller
  Indemnified Party”

  	
   

  	
  8.03

  
	
  “Third Party
  Claim”

  	
   

  	
  8.05(b)

  
	
  “Transit Cash
  Contribution”

  	
   

  	
  2.03(e)

  
	
  “TW”

  	
   

  	
  Preamble

  
	
  “Vreeland Cash
  Contribution”

  	
   

  	
  2.03(c)

  






 


Section 1.03.          Interpretation
and Rules of Construction. In this Agreement, except to the extent
otherwise provided or that the context otherwise requires:


(a)           when
a reference is made in this Agreement to an Article, Section, Exhibit or
Schedule, such reference is to an Article or Section of, or an Exhibit or
Schedule to, this Agreement unless otherwise indicated;


(b)           the
table of contents and headings for this Agreement are for reference purposes
only and do not affect in any way the meaning or interpretation of this
Agreement;


(c)           whenever
the words “include,” “includes” or “including” are used in this Agreement, they
are deemed to be followed by the words “without limitation” whether or not they
are in fact followed by such word or words of similar import;


(d)           the
words “hereof,” “herein” and “hereunder” and words of similar import, when used
in this Agreement, refer to this Agreement as a whole and not to any particular
provision of this Agreement;


(e)           all
terms defined in this Agreement have the defined meanings when used in any
certificate or other document made or delivered pursuant hereto, unless
otherwise defined therein;


(f)            the
definitions contained in this Agreement are applicable to the singular as well
as the plural forms of such terms;


(g)           references
to a Person are also to its successors and permitted assigns;


(h)           the
use of “or” is not intended to be exclusive unless expressly indicated
otherwise;


 



 9















 


(i)            references to “day” or “days” are to
calendar days;


(j)            whenever used herein, the singular
number shall include the plural, the plural shall include the singular, and the
use of any gender shall be applicable to all genders; and


(k)           any reference in this Agreement to “writing”
or comparable expressions includes a reference to facsimile transmission or
comparable electronic (including e-mail) means of communication.


Article II

CONTRIBUTIONS


 


Section 2.01.          Formation
of the JV LLC’s. Immediately prior to each contribution set forth in
Sections 2.02, 2.03, 2.04, 2.05 and 2.07 hereof, the parties hereto shall (i) cause
to be formed the applicable JV LLC by filing a certificate of formation with
the Secretary of State of Delaware for such JV LLC, (ii) cause each such
JV LLC to be duly qualified to do business in the State of New Jersey and (iii) execute
and deliver the applicable Limited Liability Company Operating Agreement in the
form of the applicable Exhibit attached hereto.


Section 2.02.          Contribution
of Non-Portfolio Property Interests. Upon the terms and subject to the
conditions of this Agreement, at the applicable Closing, each of the Sellers
shall contribute, convey, assign, transfer and deliver to each of the JV LLC’s
as a capital contribution, and the parties shall cause each of the JV LLC’s to
accept and to assume, from and after the applicable Closing with respect to
such Non-Portfolio Property Interest, the applicable Non-Portfolio Property
Interests as follows:


(a)           MSGW shall contribute, convey, assign,
transfer and deliver to Campus LLC as a capital contribution, and upon such
contribution, conveyance, assignment, transfer and delivery, the parties hereto
shall cause Campus LLC to accept and assume, the 3 Campus Drive Interest;


(b)           GCF II shall contribute, convey,
assign, transfer and deliver to Kimball LLC as a capital contribution, and upon
such contribution, conveyance, assignment, transfer and delivery, the parties
hereto shall cause Kimball LLC to accept and assume, the 100 Kimball Drive Interest;


(c)           GWV shall contribute, convey, assign,
transfer and deliver to Vreeland LLC as a capital contribution, and upon such
contribution, conveyance, assignment, transfer and delivery, the parties hereto
shall cause Vreeland LLC to accept and assume, the 12 Vreeland Interest;


(d)           Gale Investments shall contribute,
convey, assign, transfer and deliver to Belmar LLC as a capital contribution,
and upon such contribution, conveyance, assignment, transfer and delivery, the
parties hereto shall cause Belmar LLC to accept and assume, the Belmar
Interest;


(e)           Gale Urban shall contribute, convey,
assign, transfer and deliver to  Transit
LLC as a capital contribution, and upon such contribution, conveyance,
assignment, 



 10
 






 



 


transfer and
delivery, the parties hereto shall cause Transit LLC to accept and assume, the
Newark Transit Village Interest;


(f)            Gale
Investments shall contribute, convey, assign, transfer and deliver to Rock LLC
as a capital contribution, and upon such contribution, conveyance, assignment,
transfer and delivery, the parties hereto shall cause Rock LLC to accept and
assume, the Rock GW Office Interest; and


(g)           GCF
II shall cause the contribution, conveyance, assignment, transfer and delivery
to 55 Corporate LLC as a capital contribution, and upon such contribution,
conveyance, assignment, transfer and delivery, the parties hereto shall cause
55 Corporate LLC to accept and assume, the 55 Corporate Interest.


Section 2.03.          Contribution
of Funds. Upon the terms and subject to the conditions of this Agreement,
at the applicable Closing, MCRAC shall contribute and deliver to each of the
applicable JV LLC’s, and each of the parties hereto shall cause each of the
applicable JV LLC’s to accept, the Funds as follows:


(a)           MCRAC shall contribute and deliver to
Campus LLC as a capital contribution, and the parties hereto shall cause Campus
LLC to accept, the sum of Four Million Three Hundred Four Thousand Seven
Hundred Ninety Dollars ($4,304,790) in cash (the “Campus Cash Contribution”);


(b)           MCRAC shall contribute and deliver to
Kimball LLC as a capital contribution, and the parties hereto shall cause
Kimball LLC to accept, the sum of Nine Hundred Ninety One Thousand Six Hundred
Fifty Four Dollars ($991,654) in cash (the “Kimball Cash Contribution”);


(c)           MCRAC shall contribute and deliver to
Vreeland LLC as a capital contribution, and the parties hereto shall cause
Vreeland LLC to accept, the sum of Six Million Nine Hundred Twenty Thousand
Nine Hundred Ninety Two Dollars ($6,920,992) in cash (the “Vreeland Cash
Contribution”);


(d)           MCRAC shall contribute and deliver to
Belmar LLC as a capital contribution, and the parties hereto shall cause Belmar
LLC to accept, the sum of One Million Six Hundred Thirty Five Thousand One
Hundred Thirty Three Dollars and Sixty One Cents ($1,635,133.61) in cash (the “Belmar
Cash Contribution”);


(e)           MCRAC shall contribute and deliver to
Transit LLC as a capital contribution, and the parties hereto shall cause
Transit LLC to accept, the sum of Five Hundred Fifty One Thousand Eight Hundred
Sixty Four Dollars ($551,864) in cash to Transit LLC (the “Transit Cash
Contribution”);


(f)            MCRAC shall contribute and deliver
to Rock LLC as a capital contribution, and the parties hereto shall cause Rock
LLC to accept, an amount of cash as is equal to the product of $17.50
multiplied by the actual number of square feet of rentable office space that
Rock-GW LLC is approved to develop at the Rock-GW Development Property (the “Rock
Cash Contribution”). Notwithstanding the foregoing, in the event that the
resultant



 11
 






 



 


projected internal rate
of return on the Rock Cash Contribution with respect to the Rock GW Interest
shall be less than 10%, the Rock Cash Contribution shall be reduced to such
amount as would cause the projected internal rate of return on the Rock Cash
Contribution with respect to the Rock GW Interest to equal 10%, provided,
however, if the Rock Cash Contribution shall be adjusted to an amount
which is lower than an amount of cash as is equal to the product of $12.50
multiplied by the actual number of square feet of rentable office space that
Rock-GW LLC is approved to develop at the Rock-GW Development Property, Gale
Investments shall have the right, exercisable in its sole discretion, to
terminate each of its and MCRAC’s obligations contained herein with respect to
the Rock-GW Interest and this Agreement shall automatically terminate with
respect to the Rock-GW Interest; and


(g)           MCRAC shall contribute and deliver to
55 Corporate LLC as a capital contribution, and the parties hereto shall cause
55 Corporate LLC to accept, the sum of Eight Million Five Hundred Thousand
Dollars ($8,500,000) in cash (the “55 Corporate Cash Contribution”); provided,
however, if MCRAC, MCRLP or any of their Affiliates enter into an
agreement with SL Green Corp., or any of its Affiliates the subject of which
relates to the ownership, development and/or operation of the development known
as “Meadowlands Xanadu” located at the Meadowlands Sports Complex in Secaucus,
New Jersey on terms and conditions satisfactory to MCRAC, MCRLP or such of
their applicable Affiliates, in their sole discretion (i) prior to the
Closing of the 55 Corporate Interest, the 55 Corporate Cash Contribution shall
be Ten Million Dollars ($10,000,000) in cash, or (ii) after the Closing of
the 55 Corporate Interest, MCRAC shall promptly pay to GCF II, or its designee,
the sum of One Million Five Hundred Thousand Dollars ($1,500,000) in cash.


Section 2.04.          Option
to Contribute the Optional Non-Portfolio Property Interests. Sellers hereby
grant to MCRAC the right and option (exercisable individually or in the
aggregate) to cause each of the applicable Sellers to contribute, convey,
assign, transfer and deliver each of the Optional Non-Portfolio Property
Interests at a Closing as follows:


(a)           MCRAC may require SG and MY to
contribute, convey, assign, transfer and deliver to Bedminster LLC as a capital
contribution, and upon such contribution, conveyance, assignment, transfer and
delivery, the parties hereto shall cause Bedminster LLC to accept and assume,
the Bedminster Interest; and


(b)           MCRAC may require GCF II to
contribute, convey, assign, transfer and deliver to Jefferson LLC as a capital
contribution, and upon such contribution, conveyance, assignment, transfer and
delivery, the parties hereto shall cause Jefferson LLC to accept and assume,
the One Jefferson Road Interest.


(c)           MCRAC shall be entitled to exercise
one or more of the options specified in this Section 2.04 at any time and
from time to time during the below option periods as follows:


(i)            with respect to the One Jefferson
Road Interest, ninety (90) days following the execution of a limited liability
company operating agreement evidencing a joint venture by and between SG or one
of his Affiliates and JP Morgan and its Affiliates with respect to the development
of the Jefferson Real Property (the “One Jefferson Option Period”); and



 12
 






 



 


(ii)           with respect to the Bedminster
Interest, fifteen (15) days following receipt by Pluckemin Holdings LLC of
notice given by 500 Hills Drive, L.L.C. (“Hills Drive”) that Hills Drive
intends to sell the Bedminster Real Property (the “Bedminster Option Period”,
and collectively with the One Jefferson Option Period, the “Option Periods,”
and each an “Option Period”).


MCRAC shall
exercise each of the options specified in this Section 2.04 by delivering
written notice of such exercise to the Sellers during the applicable Option
Period. If MCRAC shall fail to exercise its option with respect to any Optional
Non-Portfolio Property Interest prior to the expiration of the applicable Option
Period, then, upon the expiration of such Option Period, MCRAC’s option with
respect to such Non-Portfolio Property Interest shall terminate and no longer
be exercisable and this Agreement shall automatically terminate with respect to
such Optional Non-Portfolio Property Interest.


Section 2.05.          Contribution
of Additional Funds. If MCRAC exercises an option with respect to an
Optional Non-Portfolio Property Interest as specified in Section 2.04
hereof, at the applicable Closing, MCRAC shall contribute and deliver to each
of the applicable JV LLC’s, and the parties hereto shall cause each of the
applicable JV LLC’s to accept the Additional Funds as follows:


(a)           MCRAC shall contribute and deliver to
Bedminster LLC as a capital contribution, and the parties hereto shall cause
Bedminster LLC to accept, an amount in cash equal to the aggregate amount of
capital contributions made by SG (and/or his Affiliates) and MY to the
Bedminster Interest for the purchase by the Bedminster Interest of the
Bedminster Real Property from Hills Drive (the “Bedminster Cash Contribution”);
and


(b)           MCRAC shall contribute and deliver to
Jefferson LLC as a capital contribution, and the parties hereto shall cause
Jefferson LLC to accept, an amount in cash equal to the aggregate amount of
capital contributions made by SG and his Affiliates to the One Jefferson Road
Interest (the “Jefferson Cash Contribution”).


Section 2.06.          Conditions
Precedent to the Obligations of MCRAC. The obligations of MCRAC to
consummate the transactions with respect to any Non-Portfolio Property Interest
(including any Optional Non-Portfolio Property Interest) shall be subject to
the fulfillment or written waiver by MCRAC, in its sole and absolute
discretion, at or prior to the applicable Closing, of the following conditions:


(a)           the receipt of the third-party
consents more fully set forth in Schedule 5.05  hereto, which consents shall be necessary in
order to contribute, convey, assign, transfer and deliver such Non-Portfolio
Property Interest in accordance with the provisions of this Agreement (the “Non-Portfolio
Consents”), in each case, in form and substance reasonably satisfactory to
MCRAC;


(b)           with respect to the Rock GW Office
Interest, the receipt of evidence reasonably satisfactory to MCRAC within twenty
(20) days prior to Closing, of each of (i) all (final and nonappealable)
approvals from applicable governmental or quasi-governmental authorities having
jurisdiction over the Rock-GW Development Property, necessary to develop 



 13
 






 



 


and rezone the
Rock-GW Development Property in accordance with the development plans of
Rock-GW LLC have been obtained, and (ii) confirmation that the
environmental conditions identified at the Rock-GW Development Property have
been remediated, or all necessary action to cause such remediation have been
taken (the “Remediation”), as attested by an independent recognized
environmental expert (“Gale Expert”) appointed by Gale Investments with
the consent of MCRAC, such consent not to be unreasonably delayed. If MCRAC
does not consent to the appointment of such Gale Expert, MCRAC shall promptly
appoint an independent recognized environmental expert (“MCRAC Expert”)
to review the Remediation. If the Gale Expert and the MCRAC Expert are unable
to agree as to the status of the Remediation, the Gale Expert and the MCRAC
Expert shall jointly appoint an independent recognized environmental expert
(the “Binding Expert”) which shall determine the status of the
Remediation. The decision of the Binding Expert shall be final, binding and
conclusive on MCRAC and the Sellers. The costs of each of the Gale Expert, the
MCRAC Expert and the Binding Expert shall be paid one half by each of MCRAC and
Gale Investments;


(c)           with respect to the 3 Campus Drive
Interest, the receipt of evidence reasonably satisfactory to MCRAC that GW Real
Estate Fund III LLC, using $915,000 from the Campus Cash Contribution, has
exercised its option pursuant to that certain letter agreement, dated October 19,
2005, between Mr. Stanley C. Gale, on behalf of The Gale Company L.L.C.
and the various Gale entities and affiliates, and John P. Buza, on behalf of
Morgan Stanley Real Estate Fund II & III and affiliates, to acquire
the Morgan Stanley Interests for a purchase price of $915,000.00 and has
unconditionally acquired the Morgan Stanley Interests, such that GW Real Estate
Fund III LLC shall hold a  50.00001%
Percentage Interest in MSGW;


(d)           with respect to the 55 Corporate
Interest:


(i)            Gale 55 Corporate Drive LLC or one
if its Affiliates shall have conveyed the equity interests in Gale SLG 55
Corporate Drive LLC to Gramercy Capital Corp. or one of its Affiliates;


(ii)           the equity interests of Principal
Enhanced Property Fund, L.P. in 55 Corporate REIT, LLC shall have been conveyed
to Gale SLG Corporate Drive LLC;


(iii)          GCF II shall have been conveyed a 50%
interest in Gale 55 Corporate Associates II LLC (or such entity as shall hold
the 55 Corporate Real Property);


(iv)          the outstanding membership interests in
Gale 55 Corporate Associates II LLC is not then held by any party other than
GCF II, SL Green Corp., Gramercy Capital Corp. or any of their respective
Affiliates; and


(v)           MCRAC or its Affiliates shall have
the right to develop the 55 Corporate Real Property.


(e)           the
consummation of the transactions contemplated by the Purchase Agreement (provided,
that the condition specified in this clause (e) shall also be a condition
to the obligations of the Sellers).



 14
 






 



 


Section 2.07.          One Newark Center Interest. 


(a)           If Praedium enters into a joint
venture agreement with SG or his Affiliates and pays MCRAC at least $500,000 in
connection therewith, the subject of which relates to the ownership,
development and/or operation of the Newark Real Property, then as promptly as
practicable following the execution of such agreement:


(i)            Gale Investments shall contribute,
convey, assign, transfer and deliver to Newark LLC as a capital contribution,
and upon such contribution, conveyance, assignment, transfer and delivery, the
parties hereto shall cause Newark LLC to accept and assume, the One Newark Center
Interest;


(ii)           MCRAC shall contribute and deliver to
Newark LLC as a capital contribution, and the parties hereto shall cause Newark
LLC to accept, an amount in cash equal to the aggregate amount of capital
contributions, up to $1,000,000, made by SG and his Affiliates to the One
Newark Center Interest (the “Newark Cash Contribution”);


(iii)          the parties hereto shall cause Newark
LLC to issue and deliver to Gale Investments the membership interests
contemplated to be delivered to Gale Investments by the Newark LLC Operating
Agreement;


(iv)          the parties hereto shall cause Newark
LLC to issue and deliver to MCRAC the membership interests contemplated to be
delivered to MCRAC by the Newark LLC Operating Agreement; and


(v)           MCRAC as Manager of Newark LLC shall
cause Newark LLC to make a special distribution to Gale Investments of an
amount in cash equal to the Newark Cash Contribution.


(b)           If Praedium enters into a joint
venture agreement with MCRAC or its Affiliates, the subject of which relates to
the ownership, development and/or operation of the Newark Real Property, then
as promptly as practicable following the execution of such agreement:


(i)            MCRAC shall contribute, convey,
assign, transfer and deliver to Newark LLC as a capital contribution, and upon
such contribution, conveyance, assignment, transfer and delivery, the parties
hereto shall cause Newark LLC to accept and assume, 100% of the equity
interests in such entity that owns (directly or indirectly) an interest in the
Newark Real Property;


(ii)           the parties hereto shall cause Newark
LLC to issue and deliver to Gale Investments the membership interests
contemplated to be delivered to Gale Investments by the Newark LLC Operating
Agreement; and


(iii)          the parties hereto shall cause Newark
LLC to issue and deliver to MCRAC the membership interests contemplated to be
delivered to MCRAC by the Newark LLC Operating Agreement.



 15
 






 



 


(c)           Each
of MCRAC and MCRLP hereby acknowledge and agree that the payment received by
MCRAC (or any of its Affiliates) from Praedium in connection with any joint
venture agreement relating to the Newark Real Property shall be included in the
calculation of “Gross Income” of The Gale Services Company, L.L.C., solely for
the purposes of calculating any Earnout Payment contemplated by Exhibit D
of that certain Membership Interest Purchase and Contribution Agreement, dated
as of March 7, 2006, as amended, by and among SG, SCG Holding Corp., MCRAC
and MCRLP.


Article III

ISSUANCE OF MEMBERSHIP INTERESTS


Section 3.01.          Issuance
of Membership Interests to Sellers. Upon the terms of this Agreement, in
exchange for the contribution by each of the Sellers of the applicable
Non-Portfolio Property Interests, at each Closing the parties hereto shall
cause each applicable JV LLC to issue and deliver to each of the applicable
Sellers (or their designee) the membership interests contemplated to be
delivered to each of the applicable Sellers by the applicable Limited Liability
Company Operating Agreement.


Section 3.02.          Issuance
of Membership Interests to MCRAC. Upon the terms of this Agreement, in
exchange for the contribution by MCRAC of the applicable portion of the Funds
or the Additional Funds to the applicable JV LLC, at each Closing the parties
hereto shall cause each applicable JV LLC to issue and deliver to MCRAC the
membership interests contemplated to be delivered to MCRAC by the applicable
Limited Liability Company Operating Agreement.


Article IV

CLOSING


Section 4.01.          Closing
Date. Upon the terms and subject to the satisfaction or waiver of the conditions
of this Agreement, each conveyance of a Non-Portfolio Property Interest,
contribution of Funds or Additional Funds and issuance of a membership interest
from a JV LLC in accordance with the provisions of Articles II and III hereof
shall take place at a closing (each, a “Closing”) to be held at the
offices of Greenberg Traurig, LLP, the MetLife Building, 200 Park Avenue, New
York, NY 10166 on the fifth (5th) Business Day after the satisfaction or
waiver of the conditions to the obligations of the parties specified in Section 2.06
hereof or at such other date or location as is mutually agreed to by the
parties. Notwithstanding the foregoing, to the extent practicable, the parties
hereby agree to consummate each Closing simultaneously with or as promptly as
practicable after the closing of the Purchase Agreement, subject to the receipt
of the applicable Non-Portfolio Consents in accordance with Section 2.06(a) hereof.
The time and date on which each Closing is held is referred to herein as a “Closing
Date.”  Each Closing, and all
transactions to occur at such Closing, shall be deemed to have taken place at
12:01 a.m., Eastern time, on the Closing Date. The parties acknowledge
that multiple Closings may occur as contemplated by Sections 7.03 and 7.04
hereof.


Section 4.02.          Closing
Deliveries. At each Closing, in addition to the delivery of the applicable
Non-Portfolio Property Interests and the applicable Funds or Additional Funds,
MCRAC and each of the Sellers shall deliver to each other each  of the applicable Limited Liability Company
Operating Agreements, duly executed by MCRAC and each of the applicable



 16
 






 



 


Sellers. The Sellers
shall also deliver the applicable Non-Portfolio Consents, each in form and
substance reasonably satisfactory to MCRAC at each Closing in accordance with
the terms of this Agreement.


Section 4.03.          Special
Distributions of the JV LLC’s. At each Closing, the applicable JV LLC
shall, and MCRAC as Manager of each of the JV LLC’s shall cause the applicable
JV LLC to, make the following distributions as applicable:


(a)           Campus LLC shall distribute to MSGW
an amount in cash equal to the Campus Cash Contribution, and MSGW shall use
$915,000 of such amount to exercise the option specified in Section 2.06(c);


(b)           Kimball LLC shall distribute to GCF
II an amount in cash equal to the Kimball Cash Contribution;


(c)           Jefferson LLC shall distribute to GCF
II an amount in cash equal to the Jefferson Cash Contribution;


(d)           Vreeland LLC shall distribute to GWV
an amount in cash equal to the Vreeland Cash Contribution;


(e)           Bedminster LLC shall distribute to SG
and MY an aggregate amount in cash equal to the Bedminster Cash Contribution in
such amounts as agreed to by SG and MY;


(f)            Belmar LLC shall distribute to Gale
Investments an amount in cash equal to the Belmar Cash Contribution;


(g)           Transit LLC shall distribute to Gale
Urban an amount in cash equal to the Transit Cash Contribution;


(h)           55 Corporate LLC shall distribute to
GCF II’s designee an amount in cash equal to the 55 Corporate Cash
Contribution; and


(i)            Rock LLC shall distribute to Gale
Investments an amount in cash equal to the Rock Cash Contribution.


Article V

REPRESENTATIONS AND WARRANTIES

OF THE SELLERS


Each of the Sellers hereby, severally and not jointly,
represents and warrants to MCRAC and MCRLP as of the date hereof and as of each
Closing (except as expressly provided otherwise in Section 5.02(b)(viii)),
as follows:


Section 5.01.          Organization, Authority and
Qualification of the Sellers.


(a)           Each of the Sellers
that is a limited liability company (i) is duly organized, validly
existing and in good standing under the laws of its jurisdiction of
organization, (ii) has all 



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necessary power
and authority to enter into this Agreement and the applicable JV LLC
Agreements, to carry out its obligations hereunder and to consummate the
transactions contemplated hereby.


(b)           The execution and delivery of this
Agreement and the applicable JV LLC Agreements, by each of the Sellers that is
a limited liability company, the performance of its obligations hereunder and
the consummation by it of the transactions contemplated hereby, have been duly
authorized by all requisite action on the part of such Seller and no other
action by such Seller is necessary to authorize the transactions contemplated
hereby or to consummate such transactions.


(c)           This Agreement has been duly executed
and delivered by each Seller, and (assuming due authorization, execution and
delivery by the other parties thereto) this Agreement constitutes a legal,
valid and binding obligation of each Seller, enforceable against such Seller in
accordance with its respective terms.


Section 5.02.          Ownership of the Membership
Interests; Real Property.


(a)           Each Seller has good and marketable
title to, and is the lawful record and beneficial owner of, the applicable
Non-Portfolio Property Interest, free and clear of all Encumbrances other than
Permitted Encumbrances.


(b)           As of the date hereof:


(i)            Gale Investments is the sole owner
of the Belmar Interest.


(ii)           Gale Broad Street, LLC, has a 50%
Membership Rights in Broad Street Redevelopment LLC. For purposes of this Section 5.02(b)(ii),
the term “Membership Rights” has the meaning ascribed to such term in the
operating agreement of Broad Street Redevelopment LLC.


(iii)          Gale Investments has a 50% Membership
Interest in Rock-GW LLC. For purposes of this Section 5.02(b)(iii), the
term “Membership Interest” has the meaning ascribed to such term in the
operating agreement of Rock-GW LLC.


(iv)          GWV has a 50% Interest in 12 Vreeland
Associates LLC. For purposes of this Section 5.02(b)(iv), the term “Interest”
has the meaning ascribed to such term in the operating agreement of 12 Vreeland
Associates LLC.


(v)           GCF II has a 33.33% LLC Interest in
Gale Kimball LLC, and Gale Kimball LLC has a 25% Percentage Interest in 100 Kimball
Drive LLC. For purposes of this Section 5.02(b)(v), the term “LLC Interest”
has the meaning ascribed to such term in the operating agreement of Gale
Kimball LLC, and the term “Percentage Interest” has the meaning ascribed to
such term in the operating agreement of 100 Kimball Drive LLC.


(vi)          GW Real Estate Fund III LLC has a
..66665% Percentage Interest in MSGW. By letter agreement executed October 20,
2005, The Gale Company L.L.C. and its Affiliates were granted an option to
acquire Morgan Stanley’s interest in the 3 Campus project 



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for $915,000, and upon
such exercise, GW Real Estate Fund III LLC will hold a 50.00001% Percentage
Interest in MSGW. For purposes of this Section 5.02(b)(vi), the term “Percentage
Interest” has the meaning ascribed to such term in the operating agreement of
MSGW.


(vii)         No limited liability company operating
agreement exists for either the One Jefferson Road Interest or the One Newark
Center Interest.


(viii)        As of the date hereof, Gale 55 Corporate
Associates II LLC is the sole owner of the 55 Corporate Real Property.


(c)           To the actual knowledge of SG, as of
the date hereof:


(i)            One Campus Associates LLC is the
sole owner of the Campus Real Property.


(ii)           100 Kimball Drive LLC is the sole
owner of the Kimball Real Property.


(iii)          Gale 55 Corporate Associates II LLC is
the owner of the 55 Corporate Real Property.


Section 5.03.          No
Conflict. The execution, delivery and performance of this Agreement by each
Seller does not and will not (a) violate, conflict with or result in the
breach of the certificate of formation or operating agreement (or similar
organizational documents) of such Seller, (b) conflict with or violate, in
any material respect, any Law or Governmental Order applicable to such Seller
or (c) except as would not adversely affect the ability of such Seller to
carry out its obligations under, and to consummate the transactions
contemplated by, this Agreement and assuming the Non-Portfolio Consents listed
in Schedule 5.05 hereto shall have been obtained, conflict with, violate
or breach any agreement to which such Seller is a party.


Section 5.04.          Litigation.
No action by or against any Seller is pending or, to the knowledge of such
Seller, threatened, which could affect the legality, validity or enforceability
of this Agreement or the consummation of the transactions contemplated hereby. Other
than as set forth on Schedule 5.04, to the actual knowledge of SG, there
are no lawsuits or proceedings pending or threatened in writing which would
have a material adverse effect on the Belmar Real Property, Campus Real
Property, Kimball Real Property, 55 Corporate Real Property, Rock GW
Development Property or Transit Real Property, other than claims fully covered
by insurance.


Section 5.05.          Consents.
Subject to obtaining the Non-Portfolio Consents listed in Schedule 5.05
hereto, each Seller has the absolute right to transfer to the JV LLC’s the
Non-Portfolio Property Interests. No consent of any third party other than
those listed in Schedule 5.05 hereto is required to be obtained in order
for the Sellers to transfer the Non-Portfolio Property Interests to the JV LLC’s,
to transfer the JV LLC interests to MCRAC and MCRLP and to consummate the
transactions contemplated by this Agreement.


Section 5.06.          Entity
Status. Each entity which holds a Non-Portfolio Property Interest, has at
all times been classified and treated as a partnership or disregarded entity
and not as an



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association taxable as a
corporation for federal income tax purposes in each state and local
jurisdiction in which it files Tax Returns.


Section 5.07.          Documents.
Other than as set forth on Schedule 5.07, each Seller has delivered or
made available to MCRAC and MCRLP true and complete copies (in either paper or
electronic form) of the organizational documents of each such Seller that is an
entity and the entities comprising the Non-Portfolio Property Interests  (the “Organizational Documents”). The
Organizational Documents are true, complete and correct, in all material
respects, and constitute all of the material documents, agreements and
instruments with respect to the formation, governance, management and
organization of each of the Sellers and the entities owning, directly or
indirectly, the Non-Portfolio Property Interests.  The Organizational Documents have not been
amended, modified, supplemented, terminated or otherwise changed.


Section 5.08.          Right
To Transfer. Subject to obtaining the Non-Portfolio Consents listed in Schedule
5.05 hereto, each Seller has the right under the applicable governing
documents to transfer the applicable Economics Benefits and Burdens of the
applicable Non-Portfolio Property Interest without constituting a default under
any of the applicable governing documents.


Section 5.09.          Capital
Contribution. MCRAC will not have any obligation to make a capital
contribution to any JV LLC attributable to leasing commissions, tenant
improvement costs and any other leasing costs for leases in place at the
applicable Closing in such JV LLC except that MCRAC may be required to make
such capital contributions to any JV LLC attributable to leasing commissions,
tenant improvement costs and any other leasing costs arising from any extension
or expansion of any premises owned by a JV LLC, and occurring after any
Closing.


Section 5.10.          Liabilities.
There are no Liabilities of any Seller of any nature which relate to the
Non-Portfolio Property Interests other than the Liabilities (a) expressly
set forth in this Agreement and in the schedule attached hereto as Schedule
5.10 or (b) otherwise permitted to be incurred under this Agreement. Except
as set forth in Schedule 5.10 hereto, there are no other Liabilities
relating to (x) any Non-Portfolio Property Interest, (y) any related
membership interest, or (z) to the actual knowledge of SG, the
Non-Portfolio Real Properties, other than trade liabilities which would not
have a material adverse effect on the applicable Non-Portfolio Real Properties.
Each Seller shall provide MCRAC and MCRLP with notice of any such Liabilities
arising from and after the date of this Agreement and not appearing on Schedule
5.10 hereto other than those Liabilities arising in the normal course of
owning and operating the Non-Portfolio Real Properties. All such Liabilities
shall be subject to the prior written approval of MCRAC. From and after the
Closing of a Non-Portfolio Property Interest, the applicable Seller shall not
be subject to any Liabilities relating to such Non-Portfolio Property Interest
other than those assumed by JV LLC pursuant to the provisions of this
Agreement.


Section 5.11.          Compliance.
Except as would not adversely affect the ability of such Seller to carry out
its obligations under, and to consummate the transactions contemplated by, this
Agreement, each Seller is in compliance, in all material respects, with all
laws, regulations and agreements applicable to such Seller, including any
applicable agreement to which such Seller is a party or is subject or which is
binding upon it or its respective Non-Portfolio Real Property.



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Section 5.12.          Brokerage
Agreement. To the actual knowledge of SG, there are no agreements with
brokers or agents for the leasing of space at the Kimball Real Property.


Section 5.13.          Leasing
Commissions; Tenant Improvements. To the actual knowledge of SG, other than
as set forth on Schedule 5.13, 
there are no obligations for leasing commissions or tenant improvements
affecting the Belmar Real Property, Campus Real Property, Kimball Real
Property, Rock GW Development Property or Transit Real Property.


Section 5.14.          Environmental.
To the actual knowledge of SG, the applicable Sellers have not received written
notice from a Governmental Authority of a violation of any Environmental Law
with respect to either the 55 Corporate Real Property, Kimball Real Property or
the Campus Real Property that has not been cured.


Section 5.15.          Zoning.
To the actual knowledge of SG, none of the applicable Sellers has received
written notice from any Governmental Authority of (i) any pending,
threatened or contemplated annexation or condemnation proceedings, or private
purchase in lieu thereof, materially adversely affecting or which may
materially adversely affect any of the Belmar Real Property, Campus Real
Property, Kimball Real Property, 55 Corporate Real Property, Rock GW
Development Property or Transit Real Property, (ii) any proposed or
pending proceeding to materially adversely change or redefine the zoning
classification of all or any part of the Belmar Real Property, Campus Real
Property, Kimball Real Property, 55 Corporate Real Property, Rock GW
Development Property or Transit Real Property, (iii) any proposed or
pending special assessments affecting any of the Belmar Real Property, Campus
Real Property, Kimball Real Property, 55 Corporate Real Property, Rock GW
Development Property or Transit Real Property or any portion thereof, (iv) any
penalties or interest due with respect to real estate taxes assessed against
any of the Belmar Real Property, Campus Real Property, Kimball Real Property,
55 Corporate Real Property, Rock GW Development Property or Transit Real Property,
and (v) any proposed change(s) in any road or grades with respect to
the roads providing a means of ingress and egress to any of the Belmar Real
Property, Campus Real Property, Kimball Real Property, 55 Corporate Real
Property, Rock GW Development Property or Transit Real Property.


Section 5.16.          Tax
Certiorari Proceedings. To the actual knowledge of SG, Schedule 5.16
sets forth all pending proceeds for tax certiorari with respect to any of
Belmar Real Property, Campus Real Property, Kimball Real Property, 55 Corporate
Real Property, Rock GW Development Property or Transit Real Property.


Section 5.17.          Surveys.
To the actual knowledge of SG, Schedule 5.17 sets forth all current
surveys with respect to the Kimball Real Property that are in the possession or
control of GCF II. Complete copies of the surveys listed on Schedule 5.17
have been provided or made available to MCRAC.


Section 5.18.          Private
Letter Rulings. To the actual knowledge of SG, none of the applicable
Sellers are subject to any private letter ruling of the Internal Revenue
Service or comparable rulings of another taxing authority.


 



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Section 5.19.          Foreign Person. None of the
Sellers is a foreign person within the meaning of Section 1445 of the
Internal Revenue Code of 1986, as amended, or any other laws requiring
withholding of amounts paid to foreign persons.


Section 5.20.          Due Diligence Information. SG
has no actual knowledge that any information made available to MCRAC and MCRLP
by SG or any Seller in connection with the transactions contemplated by this
Agreement is not the true, accurate and complete understanding of SG, in all
material respects, relating to the Non-Portfolio Property Interests.


Article VI

REPRESENTATIONS AND WARRANTIES

OF MCRAC AND MCRLP


Each of MCRAC and MCRLP hereby, severally and not
jointly, represents and warrants to the Sellers as of the date hereof and as of
each Closing, as follows:


Section 6.01.          Organization
and Authority of MCRAC and MCRLP.


(a)           MCRAC is a
corporation duly organized, validly existing and in good standing under the
laws of its jurisdiction of incorporation. MCRLP is a limited partnership, duly
organized, validly existing and in good standing under the laws of its
jurisdiction of organization. Each of MCRAC and MCRLP has all necessary power
and authority to enter into this Agreement, to carry out its obligations
hereunder and to consummate the transactions contemplated hereby.


(b)           The execution and delivery by each of
MCRAC and MCRLP of this Agreement, the performance of their obligations
hereunder and the consummation of the transactions contemplated hereby by MCRAC
and MCRLP have been duly authorized by all requisite corporate or partnership
action on the part of MCRAC and MCRLP, as applicable.


(c)           This Agreement has been duly executed
and delivered by MCRAC and MCRLP, and (assuming due authorization, execution
and delivery by the other parties thereto) this Agreement constitutes the
legal, valid and binding obligations of MCRAC and MCRLP, enforceable against
each of them in accordance with its terms.


Section 6.02.          No Conflict. The execution,
delivery and performance of this Agreement by each of MCRAC and MCRLP do not
and will not (a) violate, conflict with or result in the breach of the
certificate of incorporation, bylaws, certificate of organization, operating
agreement, partnership agreement (or similar organizational documents) of MCRAC
or MCRLP, (b) conflict with or violate, in any material respect, any Law
or Governmental Order applicable to MCRAC or MCRLP, (c) except as would
not adversely affect the ability of each of MCRAC and MCRLP to carry out its
obligations under, and to consummate the transactions contemplated by, this
Agreement conflict with, violate or breach any agreement to which either MCRAC
or MCRLP is a party.


Section 6.03.          Litigation. No action by or
against MCRLP or MCRAC is pending or, to the knowledge of MCRLP or MCRAC, threatened,
which could affect the legality, validity or enforceability of this Agreement
or the consummation of the transactions contemplated hereby. 



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Section 6.04.          Independent Investigation;
Representations. Each of MCRLP and MCRAC has conducted its own independent
investigation, review and analysis of the operations, results of operations,
financial condition and prospects of the Non-Portfolio Property Interests,
which investigation, review and analysis was done by each of MCRLP and MCRAC
and its Affiliates and representatives. Each of MCRLP and MCRAC acknowledges
that it and its representatives have been provided adequate access to the
personnel, properties, premises and records of the Sellers for such purpose. In
entering into this Agreement, each of MCRLP and MCRAC acknowledges that it has
relied solely upon the aforementioned investigation, review and analysis and
not on any factual representations or opinions of the Sellers or its
representatives (except the specific representations and warranties of the
Sellers set forth in Article V). Each of MCRAC and MCRLP hereby
acknowledge and agree that (a) other than the representations and
warranties made in Article V, none of the Sellers, their Affiliates, or
any of their respective officers, directors, employees or representatives make
or have made any representation or warranty, express or implied, at law or in
equity, with respect to the Non-Portfolio Property Interests, and (b) other
than the indemnification obligations of the Sellers set forth in Article VIII,
none of the Sellers, their Affiliates, or any of their respective officers,
directors, employees or representatives will have or be subject to any
liability or indemnification obligation to MCRAC, MCRLP or to any other Person
resulting from the distribution to MCRLP or MCRAC, its Affiliates or
representatives of, or the their use of, any information relating to the
Non-Portfolio Property Interests, including any information, documents or
material made available to MCRLP or MCRAC, whether orally or in writing, in
data rooms, management presentations, break-out discussions, responses to
questions submitted on behalf of MCRLP or MCRAC or in any other form in
expectation of the transactions contemplated by this Agreement.


Article VII

ADDITIONAL AGREEMENTS


Section 7.01.          Notification
of Certain Matters. Each party shall promptly notify the other parties in
writing of any action, suit or proceeding that shall be instituted or
threatened against such party to restrain, prohibit or otherwise challenge the
legality of any transaction contemplated by this Agreement.


Section 7.02.          Further Action. The parties
hereto shall use all reasonable efforts to take, or cause to be taken, all
appropriate action, to do or cause to be done all things necessary, proper or
advisable under applicable Law, and to execute and deliver such documents and
other papers, as may be required to carry out the provisions of this Agreement
and consummate and make effective the transactions contemplated by this
Agreement. The parties hereto hereby agree that if the applicable Seller has
management rights with respect to a leased premises as contemplated by Section 5.09
hereof, MCRAC shall have the right to advise and consult with such Seller prior
to (i) any such lease extension or expansion of leased premises, (ii) any
capital contribution made by such Seller, and (iii) major management
decisions. 



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Section 7.03.          Third-Party
Consents; Additional Closings; Buy-Sell. 


(a)           Each of the Sellers
hereby agree to use their commercial best efforts to obtain the Non-Portfolio
Consents.


(b)           In the event that any Non-Portfolio
Consent is not obtained at or prior to the closing of the Purchase Agreement,
the parties agree that additional Closings shall occur to effect the
consummation of the transactions with respect to the applicable Non-Portfolio
Property Interests (i) during the ninety (90) day period following the
closing of the Purchase Agreement, or (ii) with respect to any Optional
Non-Portfolio Property Interest, during the applicable Option Period as provided
for in Section 2.04, in each case, promptly upon the receipt of the
applicable Non-Portfolio Consents.


(c)           In the event that any Non-Portfolio
Consent is not obtained within ninety (90) days following the closing of the
Purchase Agreement (or (i) with respect to the Rock GW Office Interest,
within thirty (30) days following the satisfaction of the conditions set forth
in Section 2.06(b), (ii) with respect to the 55 Corporate Interest,
within thirty (30) days following the satisfaction of the conditions set forth
in Section 2.06(d), and (iii) with respect to any Optional
Non-Portfolio Property Interest, within the applicable Option Period), MCRAC
shall have the right and the option to exercise any of the following: (1) require
the applicable Sellers to promptly thereafter implement any relevant “buy-sell”
provisions with respect to the corresponding Non-Portfolio Property Interest, (2) cause
the contribution of the Economic Benefits and Burdens of the applicable
Non-Portfolio Property Interests to the applicable JV LLC’s or (3) agree
to terminate its obligations to purchase the applicable Non-Portfolio Property
Interests and release the applicable Sellers from their obligations to
contribute such Non-Portfolio Property Interests, by delivering written notice
of such exercise to the applicable Sellers within two (2) Business Days
thereafter. If MCRAC shall fail to deliver a timely notice within said two (2) Business
Day period, then this Agreement shall automatically terminate with respect to
any Non-Portfolio Property Interest (including any Optional Non-Portfolio
Property Interest) for which a Closing shall not have occurred. MCRAC shall, if
requested by the applicable Sellers, promptly furnish such Sellers with written
evidence acknowledging such automatic termination.


(d)           In the event MCRAC shall require the
applicable Sellers to implement any relevant “buy-sell” provisions with respect
to the corresponding Non-Portfolio Property Interests, then such “buy-sell”
shall be at a price not less than the amount of the applicable Cash
Contribution for such Non-Portfolio Property Interest (provided, that if
MCRAC shall specify a higher price, the applicable Sellers shall implement such
“buy-sell” provisions at such higher price). If the other party to the “buy-sell”
shall agree to acquire the applicable Non-Portfolio Property Interest at the
price offered by the applicable Sellers, then the applicable Sellers shall sell
such Non-Portfolio Property Interest to such other party at the specified
purchase price (and shall turn over to MCRAC any portion of consideration
received which is in excess of such applicable Cash Contribution). If the other
party to the “buy-sell” shall require the applicable Sellers to acquire such
other party’s interest, then MCRAC shall, and MCRLP shall cause MCRAC to,
acquire both such other party’s interest (at the price specified by the
applicable Sellers to the other party) and the applicable Sellers’ interest (at
the price equal to the applicable Cash Contribution). In addition, MCRAC shall,
and MCRLP shall cause MCRAC to, reimburse 



 24
 






 



the applicable Sellers
for all reasonable costs and expenses incurred by the applicable Sellers in
implementing and consummating the “buy-sell” contemplated hereby.


Section 7.04.          Assignment of Economic Interests.
In the event MCRAC shall elect to accept the Economic Benefits and Burdens of
the applicable Non-Portfolio Property Interest in accordance with the
provisions of Section 7.03(c) hereof, the parties hereto hereby
acknowledge and agree that the parties shall consummate the transactions as
contemplated by this Agreement with respect to such Non-Portfolio Property
Interest, except that the applicable Sellers shall contribute to the applicable
JV LLC’s solely the Economic Benefits and Burdens of each such Non-Portfolio
Property Interests (and such additional rights as may be granted pursuant to
the applicable Limited Liability Company Operating Agreement) and in no event
shall the transactions contemplated by this Agreement constitute a sale,
assignment, transfer, pledge, hypothecation, encumbrance, disposal, loan, gift,
attachment, levy or other disposition with respect to such Non-Portfolio
Property Interests. In addition, the parties shall enter into a Limited
Liability Company Operating Agreement substantially in the form of Exhibit K
attached hereto for such Non-Portfolio Property Interests.


Section 7.05.          Effect of Termination.
Notwithstanding anything contained herein to the contrary, if MCRAC terminates
its obligations to purchase a Non-Portfolio Property Interest as specified in Section 7.03(c) or
shall fail to timely exercise its option with respect to any Optional
Non-Portfolio Property Interest as specified in Section 2.04, (i) nothing
contained in this Agreement or in the Purchase Agreement shall prohibit the
applicable Sellers from owning such Non-Portfolio Property Interest and
operating the Non-Portfolio Real Properties related to such Non-Portfolio
Property Interest, and (ii) MCRAC shall be released from any and all
obligations  and restrictions (including
without limitation, any restriction on competition) relating to such
Non-Portfolio Property Interest or Optional Non-Portfolio Property Interest.


Section 7.06.          Development
of Jefferson Real Property. Notwithstanding
anything contained herein to the contrary, each of MCRAC and MCRLP hereby agree
that, if MCRAC, MCRLP or any of their Affiliates shall enter into any agreement
or other arrangement with JP Morgan or any of its Affiliates the subject
of which relates to the development of the Jefferson Real Property, then:


(a)           MCRAC, MCRLP or their applicable
Affiliate, shall contribute, convey, assign, transfer and deliver to Jefferson
LLC as a capital contribution, and upon such contribution, conveyance,
assignment, transfer and delivery, the parties hereto shall cause Jefferson LLC
to accept and assume, 100% of the equity interests in such entity that owns
(directly or indirectly) an interest in the Jefferson Real Property;


(b)           the
parties hereto shall cause Jefferson LLC to issue and deliver to GCF II the
membership interests contemplated to be delivered to GCF II by the Jefferson
LLC Operating Agreement; and


(c)           the parties hereto shall cause
Jefferson LLC to issue and deliver to MCRAC, MCRLP or their applicable
Affiliate the membership interests contemplated to be delivered to MCRAC, MCRLP
or their applicable Affiliate by the Jefferson LLC Operating Agreement.



 25
 






 



Section 7.07.          Reimbursement for MCRAC Employee
Assistance. To the extent any employee of MCRAC or its Affiliates assists
the Sellers with the procurement of any approvals related to the Rock-GW
Development Property, SG shall promptly reimburse MCRAC or its Affiliates the
actual cost to MCRAC or its Affiliates of such services.


Article VIII

INDEMNIFICATION


Section 8.01.          Survival
of Representations and Warranties. The representations and
warranties of the parties hereto contained in this Agreement shall survive the
Closing for a period of nine (9) months after the Closing of the
applicable Non-Portfolio Property Interest; provided, that any claim made with
reasonable specificity by the party seeking to be indemnified within the time
periods set forth in this Section 8.01 shall survive until such claim is
finally and fully resolved. All covenants and agreements contained herein shall
remain in full force and effect for a period of nine (9) months following
the Closing of the applicable Non-Portfolio Property Interest; provided,
however, that any claim made with reasonable specificity by the party seeking
to be indemnified within the time periods set forth in this Section 8.01
shall survive until such claim is finally and fully resolved. Notwithstanding
the foregoing, (i) the representations and warranties contained in
Sections 5.05 and 5.08 shall survive the Closing for a period of three (3) years
after the Closing of the applicable Non-Portfolio Property Interest, and (ii) the
representations and warranties contained in Sections 5.01, 5.02, 5.06 and 6.01
shall survive the Closing indefinitely, subject only to any applicable statute
of limitations.


Section 8.02.          Indemnification by the Sellers.
Subject to Section 8.04, MCRLP, MCRAC and their Affiliates, officers,
directors, employees, agents, successors and assigns (each, a “MCRAC
Indemnified Party”) shall be indemnified and held harmless by each Seller,
severally and not jointly, for and against all losses, damages, claims, costs
and expenses, interest, awards, judgments and penalties (including reasonable
attorneys’ and consultants’ fees and expenses) actually suffered or incurred by
them (hereinafter, a “Loss” or, collectively “Losses”), arising
out of or resulting from:  (a) the
breach of any representation or warranty made by each Seller contained in this
Agreement or (b) the breach of any covenant or agreement by each Seller
contained in this Agreement.


Section 8.03.          Indemnification by MCRAC. Subject
to Section 8.04, the Sellers and their Affiliates, officers, directors,
employees, agents, successors and assigns (each, a “Seller Indemnified Party”)
shall be indemnified and held harmless by MCRLP and MCRAC, jointly and
severally, for and against any and all Losses, arising out of or resulting
from:  (a) the breach of any
representation or warranty made by MCRAC or MCRLP contained in this Agreement,
or (b) the breach of any covenant or agreement by MCRAC or MCRLP contained
in this Agreement.


Section 8.04.          Limits on Indemnification.


(a)           No claim may be asserted nor may any
Action be commenced against either party for breach of any representation,
warranty, covenant or agreement contained herein, unless written notice of such
claim or action is received by such party describing in reasonable detail the
facts and circumstances with respect to the subject matter of such claim or
Action on or 



 26
 






 



prior to the date on
which the representation, warranty, covenant or agreement on which such claim
or Action is based ceases to survive as set forth in Section 8.01,
irrespective of whether the subject matter of such claim or action shall have
occurred before or after such date.


(b)           Notwithstanding
anything to the contrary contained in this Agreement:  (i) an Indemnifying Party shall not be
liable for any claim for indemnification pursuant to Sections 8.02(a) (other
than with respect to breaches of the representations  and warranties set forth in Sections 5.01,
5.02, 5.05, 5.06, and 5.08) or 8.03(a) (other than with respect to
breaches of the representations  and
warranties set forth in Section 6.01), unless and until the aggregate
amount of indemnifiable Losses which may be recovered from the Indemnifying
Party equals or exceeds an amount equal to .05% of the applicable Cash
Contribution attributable to such Non-Portfolio Property Interest that is the
subject of the right of indemnification (the “Indemnification Threshold”)
after which the Indemnifying Party shall fully indemnify the other party for
the total of such Losses; (ii) the maximum amount of indemnifiable Losses
which may be recovered from an Indemnifying Party arising out of or resulting
from the causes set forth in Section 8.02(a) (other than with respect
to breaches of the representations  and
warranties set forth in Sections 5.01, 5.02, 5.05, 5.06, and 5.08) or 8.03(a) (other
than with respect to breaches of the representations  and warranties set forth in Section 6.01)
shall be an amount equal to 10% of the Cash Contribution attributable to such
Non-Portfolio Property Interest that is the subject of the right of
indemnification, and (iii) neither party hereto shall have any liability
under any provision of this Agreement for any punitive damages.


(c)           For all purposes of this Article VIII,
“Losses” shall be net of any insurance or other recoveries actually
received by the Indemnified Party or its Affiliates in connection with the
facts giving rise to the right of indemnification.


Section 8.05.          Notice of Loss; Third Party Claims.


(a)           An Indemnified Party shall give the
Indemnifying Party notice of any matter which an Indemnified Party has
determined has given or could give rise to a right of indemnification under
this Agreement, within sixty (60) days of such determination, stating the
amount of the Loss, if known, and method of computation thereof, and containing
a reference to the provisions of this Agreement in respect of which such right
of indemnification is claimed or arises.


(b)           If an Indemnified Party shall receive
written notice of any Action, audit, claim, demand or assessment (each, a “Third
Party Claim”) against it which may give rise to a claim for Loss under this
Article VIII, within thirty (30) days of the receipt of such notice, the
Indemnified Party shall give the Indemnifying Party notice of such Third Party
Claim; provided, however, that the failure to provide such notice shall not
release the Indemnifying Party from any of its obligations under this Article VIII
except to the extent that such failure results in a detriment to the
Indemnifying Party and shall not relieve the Indemnifying Party from any other
Liability that it may have to any Indemnified Party other than under this Article VIII.
The Indemnifying Party shall be entitled to assume and control the defense of
such Third Party Claim at its expense and through counsel of its choice if it
gives notice of its intention to do so to the Indemnified Party within fifteen
(15) days of the receipt of such notice from the Indemnified Party. If the Indemnifying
Party elects to undertake any such defense against a Third Party 



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Claim, the Indemnified
Party may participate in such defense at its own expense. The Indemnified Party
shall fully cooperate with the Indemnifying Party in such defense and make available
to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses,
pertinent records, materials and information in the Indemnified Party’s
possession or under the Indemnified Party’s control relating thereto as is
reasonably required by the Indemnifying Party. If the Indemnifying Party elects
to direct the defense of any such claim or proceeding, the Indemnified Party
shall not pay, or permit to be paid, any part of such Third Party Claim unless
the Indemnifying Party consents in writing to such payment or unless the
Indemnifying Party withdraws from the defense of such Third Party Claim
liability or unless a final judgment from which no appeal may be taken by or on
behalf of the Indemnifying Party is entered against the Indemnified Party for
such Third Party Claim. If the Indemnifying Party assumes the defense of any
such claims or proceeding pursuant to this Section 8.05 and proposes to
settle such claims or proceeding prior to a final judgment thereon or to forgo
any appeal with respect thereto, then the Indemnifying Party shall give the
Indemnified Party prompt written notice thereof and the Indemnified Party shall
have the right to participate in the settlement or assume or reassume the
defense of such claims or proceeding. The Indemnifying Party shall not enter
into any settlement or compromise of any action, suit or proceeding or consent
to the entry of any judgment (i) which does not include as an
unconditional term thereof the delivery by the claimant or plaintiff to the
Indemnified Party of a written release from all liability in respect of such
action, suit or proceeding or (ii) for other than monetary damages to be
borne in full by the Indemnifying Party without the prior written consent of
the Indemnified Party, which consent shall not be unreasonably withheld,
conditioned or delayed.


Section 8.06.          Remedies. MCRLP, MCRAC and each
of the Sellers acknowledge and agree that (i) following each applicable
Closing, the indemnification provisions of Section 8.02 and Section 8.03
shall be the sole and exclusive remedies of the parties for any breach by the
other party of the representations and warranties in this Agreement and for any
failure by the other party to perform and comply with any covenants and
agreements contained in this Agreement, except that if any of the provisions of
this Agreement are not performed in accordance with their terms or are
otherwise breached, the parties shall be entitled to specific performance of
the terms thereof in addition to any other remedy at Law or equity and (ii) anything
herein to the contrary notwithstanding, no breach of any representation,
warranty, covenant or agreement contained herein shall give rise to any right
on the part of MCRLP, MCRAC or the Sellers, after the consummation of the
contribution of all of the Economic Benefits and Burdens associated with the
Non-Portfolio Property Interests contemplated by this Agreement, to rescind
this Agreement or any of the transactions contemplated hereby. Each party
hereto shall take all reasonable steps to mitigate its Losses upon and after
becoming aware of any event which could reasonably be expected to give rise to
any Losses.


Article IX

GENERAL PROVISIONS


Section 9.01.          Expenses. Except as otherwise
specified in this Agreement, all costs and expenses, including, fees and
disbursements of counsel, financial advisors and accountants, incurred in
connection with this Agreement and the transactions contemplated by this
Agreement shall be borne by the party incurring such costs and expenses.



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Section 9.02.          Notices. All notices, requests,
claims, demands and other communications hereunder shall be in writing and
shall be given or made (and shall be deemed to have been duly given or made
upon receipt) by delivery in person, by an internationally recognized overnight
courier service, by e-mail (read receipt requested), by facsimile or registered
or certified mail (postage prepaid, return receipt requested) to the respective
parties hereto at the following addresses (or at such other address for a party
as shall be specified in a notice given in accordance with this Section 9.02):


If to the Sellers:


c/o The Gale Company, Suite 200|

100 Campus Drive

Florham Park, New Jersey 07932

Telecopy:  (973) 245-3600

Telephone:  (973) 301-9500

E-Mail: SG@TheGaleCompany.com

Attention: Mr. Stanley C. Gale and Mr. Mark Yeager


with a copy (which
shall not constitute notice) to:


Greenberg Traurig, LLP

200 Park Avenue

New York, NY  10166

Telecopy:  (212) 801-6400

Telephone: (212) 801-9200

E-Mail: Ivanhoer@gtlaw.com and Gerasimovichk@gtlaw.com    

Attention:  Robert Ivanhoe, Esq. and
Kenneth A. Gerasimovich, Esq.


If to MCRLP or
MCRAC:


c/o
Mack-Cali Realty Corporation

11 Commerce Drive

Cranford, New Jersey  07016


with two (2)

separate copies

of the notice sent

to the attention of:


Telecopy:  (908) 272-0214

Telephone:  (908) 272-2009

Email:  mhersh@mack-cali.com

Attention:  Mitchell E. Hersh,

President and Chief Executive Officer


And



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Telecopy:  (908) 497-0485

Telephone:  (908) 272-2612

Email:  rthomas@mack-cali.com

Attention:  Roger W. Thomas,

Executive Vice President and General Counsel


with a copy (which
shall not constitute notice) to:


Pryor Cashman Sherman &
Flynn LLP

410 Park Avenue

New York, New York 10022

Telecopy:  (212) 798-6329

Telephone:  (212) 326-0133

Email:  bhornick@pryorcashman.com

Attention:  Blake Hornick


And


Seyfarth
Shaw LLP

1270 Avenue of the Americas

25th Floor

New York, New York 10020

Telecopy:  (212) 218-5527

Telephone:  (212) 218-5620

Email:  jnapoli@seyfarth.com

Attention:  John P. Napoli


Section 9.03.          Public Announcements;
Confidentiality. Upon the execution of this Agreement, MCRAC and MCRLP
shall have the right to make such public announcements or filings as may be
required by (i) the Securities Act, (ii) the Securities Exchange Act,
(iii) the rules and listing standards of the New York Stock Exchange, Inc.,
(iv) any other law of a jurisdiction to which MCRLP is subject, or (v) any
oral questions, interrogatories, requests for information, subpoena, civil
investigative demand, or similar process required by applicable rules, laws or
regulations by any court, law or administrative authority to which MCRAC and
MCRLP are subject. MCRAC and MCRLP also shall have the right to make such
public announcements or filings as they may deem reasonably prudent, and shall
be entitled to make such filings or announcements upon advice of counsel as may
be otherwise be deemed necessary. The Sellers may make such public disclosures
as are required by Law. Each of the Sellers, MCRAC and MCRLP hereby agree to
provide the non-disclosing parties as much advance notice as reasonably
possible with respect to the nature of such disclosure, cooperate fully as to
the timing and contents of such disclosure and review in good faith the
suggestions of the other party with respect to the contents of such disclosure.


Section 9.04.          Severability. If any term or
other provision of this Agreement is invalid, illegal or incapable of being
enforced by any Law or public policy, all other terms and provisions of this
Agreement shall nevertheless remain in full force and effect for so long as the
economic or legal substance of the transactions contemplated by this Agreement
is not affected in any 



 30
 






 



manner materially adverse
to either party hereto. Upon such determination that any term or other
provision is invalid, illegal or incapable of being enforced, the parties
hereto shall negotiate in good faith to modify this Agreement so as to effect
the original intent of the parties as closely as possible in an acceptable
manner in order that the transactions contemplated by this Agreement are
consummated as originally contemplated to the greatest extent possible.


Section 9.05.          Entire Agreement. This
Agreement (including the Exhibits) constitutes the entire agreement of the
parties hereto with respect to the subject matter hereof and supersedes all
prior agreements and undertakings, both written and oral, between the Sellers,
MCRLP and MCRAC with respect to the subject matter hereof.


Section 9.06.          Assignment. This Agreement may
not be assigned by operation of Law or otherwise without the prior express
written consent of the Sellers, and MCRAC or MCRLP which consent may be
granted, conditioned, delayed or withheld in the sole discretion of the Sellers
or MCRAC or MCRLP, as the case may be. Notwithstanding the foregoing, MCRAC or
MCRLP may assign any or all of its interests in this transaction to one or more
Affiliates.


Section 9.07.          Waiver. Any term or provision
of this Agreement may be waived, or the time for its performance may be
extended, by the party or parties entitled to the benefit thereof. Any such
waiver shall be validly and sufficiently authorized for the purposes of this
Agreement if, as to any party, it is authorized in writing by an authorized
representative of such party. The failure of any party hereto to enforce at any
time any provision of this Agreement shall not be construed to be a waiver of
such provision, nor in any way to affect the validity of this Agreement or any
part hereof or the right of any party thereafter to enforce each and every such
provision. No waiver of any breach of this Agreement shall be held to
constitute a waiver of any other or subsequent breach.


Section 9.08.          No Third Party Beneficiaries. This
Agreement shall be binding upon and inure solely to the benefit of the parties
hereto and their respective successors and permitted assigns and nothing
herein, express or implied (including the provisions of Article VIII
relating to indemnified parties), is intended to or shall confer upon any other
Person any legal or equitable right, benefit or remedy of any nature
whatsoever, under or by reason of this Agreement.


Section 9.09.          Currency. Unless otherwise
specified in this Agreement, all references to currency, monetary values and
dollars set forth herein shall mean United States (U.S.) dollars and all
payments hereunder shall be made in United States dollars.


Section 9.10.          Governing Law. This Agreement
and all others arising out of or relating to this Agreement shall be governed
by, and construed in accordance with, the laws of the State of Delaware. All
Actions arising out of or relating to this Agreement shall be heard and
determined exclusively in any New York federal court sitting in the Borough of
Manhattan of The City of New York; provided, however, that if such federal
court does not have jurisdiction over such Action, such Action shall be heard
and determined exclusively in any New York state court sitting in the Borough
of Manhattan of The City of New York. Consistent with the preceding sentence,
the parties hereto hereby (a) submit to the exclusive jurisdiction of any
federal or state court sitting in the Borough of Manhattan of The City of New
York for the 



 31
 






 



purpose of any Action
arising out of or relating to this Agreement brought by any party hereto and (b) irrevocably
waive, and agree not to assert by way of motion, defense, or otherwise, in any
such Action, any claim that it is not subject personally to the jurisdiction of
the above-named courts, that its property is exempt or immune from attachment
or execution, that the Action is brought in an inconvenient forum, that the
venue of the Action is improper, or that this Agreement or the transactions
contemplated by this Agreement may not be enforced in or by any of the
above-named courts.


Section 9.11.          Waiver of Jury Trial. The parties
hereto hereby waive to  the fullest
extent permitted by applicable law any right it may have to a trial by jury
with respect to any litigation directly or indirectly arising out of, under or
in connection with this Agreement or the transactions contemplated by this
Agreement. Each of the parties hereto hereby (a) certifies that no
representative, agent or attorney of the other party has represented, expressly
or otherwise, that such other party would not, in the event of litigation, seek
to enforce the foregoing waiver and (b) acknowledges that it has been
induced to enter into this Agreement and the transactions contemplated by this
Agreement, as applicable, by, among other things, the mutual waivers and
certifications in this Section 9.11.


Section 9.12.          Counterparts. This Agreement
shall not be effective or binding until such time as it has been executed and
delivered by all parties hereto. This Agreement may be executed and delivered
(including by facsimile transmission or portable document format (PDF)) in one
or more counterparts, and by the different parties hereto in separate
counterparts, each of which when executed shall be deemed to be an original,
but all of which taken together shall constitute one and the same agreement.


Section 9.13.          Cooperation. This Agreement
shall be given a fair and reasonable construction in accordance with the
intentions of the parties hereto, and without regard to or aid of canons
requiring construction against the Sellers, MCRAC and MCRLP or the party whose
counsel drafted this Agreement. The provisions of this Section 9.13 shall
survive the Closing.


Section 9.14.          Specific Performance. Each of
the parties hereto acknowledges and agrees that the other party would be
irreparably damaged if any of the provisions of this Agreement are not
performed in accordance with their specific terms and that any breach of this
Agreement by the other party may not be adequately compensated in all cases by
monetary damages alone. Accordingly, in addition to any other right or remedy
to which each party may be entitled, at law or in equity, each party shall be
entitled to enforce the provisions of this Agreement by a decree of specific
performance and to temporary, preliminary and permanent injunctive relief to
prevent breaches or threatened breaches of any of the provisions of this
Agreement, without posting any bond or other undertaking.


[THE
REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]



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IN WITNESS WHEREOF, the parties hereto have executed,
or have caused this Agreement to be executed, as of the day and year first
above written.


	
   

  	
   

  	
  MACK-CALI REALTY ACQUISITION CORP.,

  a Delaware corporation

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Mitchell E. Hersh

  
	
   

  	
   

  	
   

  	
   

  	
  Name: Mitchell
  E. Hersh

  
	
   

  	
   

  	
   

  	
   

  	
  Title: President
  and Chief Executive Officer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  MACK-CALI REALTY L.P.,

  a Delaware limited Partnership

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  Mack-Cali Realty Corporation,

  
	
   

  	
   

  	
   

  	
   

  	
  a Maryland corporation, its general partner

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Mitchell E. Hersh

  
	
   

  	
   

  	
   

  	
   

  	
  Name: Mitchell
  E. Hersh

  
	
   

  	
   

  	
   

  	
   

  	
  Title: President
  and Chief Executive Officer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  STANLEY
  C. GALE

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Stanley C.
  Gale

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  MARK
  YEAGER

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Mark Yeager

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  MSGW-ONE
  CAMPUS INVESTORS, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  Gale Global Facility Services, LLC, as successor in
  interest to Gale & Wentworth, LLC, its Administrator

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Stanley C. Gale

  
	
   

  	
   

  	
   

  	
   

  	
  Name: Stanley C.
  Gale

  
	
   

  	
   

  	
   

  	
   

  	
  Title: Manager

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  THE
  GALE INVESTMENTS COMPANY, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Stanley C. Gale

  
	
   

  	
   

  	
   

  	
   

  	
  Name: Stanley C.
  Gale

  
	
   

  	
   

  	
   

  	
   

  	
  Title: Manager

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 



 33
 






 



 


	
  

  	
   

  	
  GCF II
  INVESTOR, LLC

  
	
   

  	
   

  	
   

  
	
  

  	
   

  	
  By:

  	
   

  	
  The Gale
  Investments Company, LLC, its Managing Member

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Stanley C. Gale

  
	
   

  	
   

  	
   

  	
   

  	
  Name: Stanley C.
  Gale

  
	
   

  	
   

  	
   

  	
   

  	
  Title: Manager

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  GALE &
  WENTWORTH VREELAND, LLC,

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Stanley C. Gale

  
	
   

  	
   

  	
   

  	
   

  	
  Name: Stanley C.
  Gale

  
	
   

  	
   

  	
   

  	
   

  	
  Title: Manager

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  GALE
  URBAN SOLUTIONS LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  The Gale
  Investments Company, LLC,

  
	
   

  	
   

  	
   

  	
   

  	
  its sole member

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Stanley C. Gale

  
	
   

  	
   

  	
   

  	
   

  	
  Name: Stanley C.
  Gale

  
	
   

  	
   

  	
   

  	
   

  	
  Title: Manager

  



 



 34