Exhibit
        10.117
  **MEMBERSHIP
        INTEREST PURCHASE AND CONTRIBUTION AGREEMENT**
  THIS
        MEMBERSHIP INTEREST PURCHASE AND CONTRIBUTION AGREEMENT (this “Agreement”),
        dated as of December 28, 2006, by and among NKFGMS Owners, LLC, a Delaware
        limited liability company (the “Company”), The Gale Construction Services
        Company, L.L.C., a Delaware limited liability company (the “Mack-Cali Member”),
        NKFFM Limited Liability Company, a New Jersey limited liability company (the
        “Newmark Member”), Scott Panzer (“Panzer”), Ian Marlow (“Marlow”), Newmark &
Company Real Estate, Inc. d/b/a Newmark Knight Frank, a New York corporation
        (“Newmark”), and Mack-Cali Realty, L.P., a Delaware limited partnership (“M-C
        Realty”).
  WHEREAS,
        the Mack-Cali Member owns all of the issued and outstanding membership interests
        (the “Gale Global Membership Interests”) of Gale Global Facility Services,
        L.L.C. (“Gale Global”);
  WHEREAS,
        Gale Global is engaged in the Gale Global Business;
  WHEREAS,
        the Mack-Cali Member desires to contribute to the Company the Gale Global
        Membership Interests in exchange, in part, for Company Membership
        Interests;
  WHEREAS,
        the Newmark Member desires to contribute to the Company cash and perform
        certain
        services for the Company in exchange for Company Membership
        Interests;
  WHEREAS,
        Marlow desires to contribute to the Company cash and perform professional
        services for the Company in exchange for Company Membership Interests;
        and
  WHEREAS,
        Panzer desires to contribute to the Company cash in exchange for Company
        Membership Interests.
  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:
  **Article
        I**
  **DEFINITIONS**
  Section
        1.01  Certain
        Defined Terms . 
        For purposes of this Agreement:
  “ Action ”
means
        any claim, action, suit, arbitration, inquiry, proceeding or investigation
        by or
        before any Governmental Authority.
  “ Affiliate ”
means,
        with respect to any Person (the “Subject Person”), any: (i) direct or
        indirect shareholder, partner, member, employee, officer, director, manager,
        owner, or agent of, or (in the case where such Subject Person is a Member,
        any
        Manager appointed by, such Subject Person) or, otherwise, any Person that
        has
        any direct or indirect (including, without limitation, voting) interest in,
        and/or any managerial control over, such Subject Person, or any other Person
        acting for or on behalf of such Subject Person; (ii) any member of the family
        of
        such Subject Person or any Person referred to in clause (i) above (within
        the
        meaning of Section 267(c)(4) of the Code, except that for this purpose, a
        legally adopted child of any individual shall be treated as a child of such
        individual by blood); (iii) Person that has any direct or indirect voting
        control (including by contractual arrangement) over such Subject Person or
        any
        Person referred to in clause (i) above; (iv) Person in which such Subject
        Person and/or any one or more of the Persons referred to in clauses (i) or
        (ii)
        above owns or possesses (including by contractual arrangement), directly
        or
        indirectly, any beneficial or voting interest; and (iv) any of the heirs,
        executors, administrators, personal or legal representatives, successors
        and
        assigns of any or all of the foregoing Persons referred to in clauses (i)
        through (iv) above ,
        as well
        as any “Affiliate” thereof.
   
  “ Ancillary
        Agreements ”
means
        (i) the Loans, Sale and Services Agreement, and (ii) the Company Operating
        Agreement.
  “ Claim ”
means
        all actions, suits or claims or legal, administrative or arbitral proceedings
        or
        investigations.
  “ Company
        Interest ”
means
        a
        membership interest in the Company issued in accordance with, and subject
        to,
        the Company Operating Agreement.
  “ Company
        Member ”
shall
        mean a Person admitted as a Member of the Company in accordance with the
        Company
        Operating Agreement.
  “ Company
        Operating Agreement ”
means
        the Operating Agreement of the Company, dated as of December 28, 2006, by
        and
        among the Company, the Mack-Cali Member, the Newmark Member, Marlow and Panzer,
        as such agreement may be amended from time to time in accordance with its
        terms.
  “ Code ”
means
        the Internal Revenue Code of 1986, as amended through the date
        hereof.
  “ Disclosure
        Schedule ”
means
        the Disclosure Schedule attached hereto and delivered in connection with
        this
        Agreement.
  “ Encumbrance ”
means
        any security interest, pledge, charge, option, right, hypothecation, mortgage,
        lien, claim or other encumbrance.
  “ Gale
        Global Business ”
means
        the business operated by Gale Global and the Gale Subsidiaries on the date
        hereof.
  “ Gale
        Subsidiaries ”
means
        the subsidiaries of Gale Global listed in Section 3.02(a) of the Disclosure
        Schedule.
  “ 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.
   2
  “ Knowledge
        of the Mack-Cali Member ”
means
        the knowledge of Mitchell Hersh, Barry Lefkowitz, Marlow and Roger Thomas.
  “ Knowledge
        of the Newmark Member ”
means
        the knowledge of Barry Gosin, Panzer and Joseph Rader.
  “ 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.
  “ 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 Order and those arising
        under
        any contract, agreement, arrangement, commitment or other
        undertaking.
  “ Loans,
        Sale and Services Agreement ”
means
        the Loans, Sale and Services Agreement, dated the date hereof, in the form
        executed by Newmark, the Company and the Mack-Cali Member.
  “ Marlow
        Certificate ”
means
        the certificate, dated the date hereof, executed and delivered by Marlow
        to the
        Mack-Cali Member, a copy of which is attached hereto as Exhibit A, upon which
        the Mack-Cali Member is relying in part in making the representations and
        warranties set forth in Article III hereof.
  “ Material
        Adverse Effect ”
means
        a
        material adverse effect on the results of the operation or financial condition
        of a Person and its Affiliates, taken as a whole.
  “ Order ”
means
        any order, writ, judgment, injunction, decree, stipulation, determination
        or
        award entered by or with any Governmental Authority.
  “ Original
        Gale Agreement ”
means
        the Membership Interest Purchase and Contribution Agreement, by and among
        Mr.
        Stanley C. Gale (“Stanley”), SCG Holding Corp. (together with Stanley, the “Gale
        Sellers”), Mack-Cali Realty Acquisition Corp., and Mack-Cali Realty L.P., dated
        as of March 7, 2006, as amended on March 31, 2006, May 9, 2006, August 3,
        2006,
        September 25, 2006, October 11, 2006, November 15, 2006 and December 19,
        2006, a
        full copy of which has been delivered to Newmark. Capitalized terms used
        in
        exhibits attached to this Agreement which include provisions of the Original
        Gale Agreement, and capitalized terms specifically referring to the Original
        Gale Agreement, shall have the meanings ascribed to such terms in the Original
        Gale Agreement.
  “ Permitted
        Encumbrances ”
means
        (a) 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, or (b) mechanics’,
        carriers’, workers’, repairers’ and other similar liens arising or incurred in
        the ordinary course of business relating to obligations as to which there
        is no
        default or the validity or amount of which is being contested in good faith
        by
        appropriate proceedings, or pledges, deposits or other liens securing the
        performance of bids, trade contracts, leases or statutory obligations (including
        workers’ compensation, unemployment insurance or other social security
        legislation).
   3
  “ 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.
  “ Subsidiary ”
means
        a
        Person in which another Person owns or controls, directly or indirectly,
        more
        than 50% of the beneficial or voting interest of such Person, or has the
        power
        to direct or cause the direction of the management and policies of such Person
        whether through the ownership of such voting securities, by contract or
        otherwise.
  **Article
        II**
  **PURCHASE
        AND SALE**
  Section
        2.01  Contributions
        and Consideration .
  (a)  Upon
        the
        terms and subject to the conditions of this Agreement, at the Closing, the
        Mack-Cali Member shall contribute, sell, assign, transfer and deliver to
        the
        Company all of the Gale Global Membership Interests, and the Company shall
        accept as a capital contribution from the Mack-Cali Member all of the Gale
        Global Membership Interests, free and clear of all Encumbrances. In
        consideration for such contribution, the Mack-Cali Member shall receive from
        the
        Company, at the Closing, $600,000 in cash plus a Company Interest equal to
        40%
        of all of the Company Interests issued and outstanding on the Closing Date,
        which Company Interests may be reduced, from time to time, to no less than
        35%
        of all issued and outstanding Company Interests, in accordance with the terms
        and conditions of the Company Operating Agreement.
  (b)  Upon
        the
        terms and subject to the conditions of this Agreement, at the Closing, the
        Newmark Member shall contribute and deliver to the Company $400,000 in cash,
        and
        agree to perform certain services for the Company in accordance with the
        Loans,
        Sale and Services Agreement. In consideration for such contributions, the
        Newmark Member shall receive from the Company, at the Closing, a Company
        Interest equal to 40% of all of the Company Interests issued and outstanding
        on
        the Closing Date, which Company Interests may be reduced, from time to time,
        to
        no less than 35% of all issued and outstanding Company Interests, in accordance
        with the terms and conditions of the Company Operating Agreement.
  (c)  Upon
        the
        terms and subject to the conditions of this Agreement, at the Closing, Marlow
        shall contribute and deliver to the Company $100,000 in cash, and execute
        and
        deliver to the Company the Marlow Employment Agreement. In consideration
        thereof, Marlow shall receive from the Company, at the Closing, a Company
        Interest equal to 10% of all of the Company Interests issued and outstanding
        on
        the Closing Date. The parties hereto acknowledge and agree that, in accordance
        with the provisions of the Marlow Employment Agreement and the Company Operating
        Agreement, Marlow has the opportunity to earn Company Interests of up to
        an
        additional 10% of the Company Interests, which Company Interests shall be
        transferred from each of the Mack-Cali Member and the Newmark Member, pari
        passu, in accordance with the terms and conditions of the Company Operating
        Agreement.
   4
  (d)  Upon
        the
        terms and subject to the conditions of this Agreement, at the Closing, Panzer
        shall contribute and deliver to the Company $100,000 in cash. In consideration
        for such contribution, Panzer shall receive from the Company, at the Closing,
        a
        Company Interest equal to 10% of all of the Company Interests issued and
        outstanding on the Closing date.
  Section
        2.02  Closing . 
        Upon the terms of this Agreement and subject to the satisfaction or waiver
        of
        the conditions of this Agreement, a closing of the contributions contemplated
        by
        Section 2.01 above, and the issuance of the Company Interests in consideration
        thereof, shall take place on December 28, 2006 or such other dates as shall
        be
        determined by the parties hereto (the “Closing Date”), at the offices of
        Newmark, 125 Park Avenue, New York, New York (the “Closing”).
  Section
        2.03  Closing
        Deliveries . 
        At or prior to the Closing, the parties hereto shall deliver, or cause to
        be
        delivered, to each other, as applicable, the following:
  (a)  an
        Assignment of the Gale Global Membership Interests by the Mack-Cali Member
        to
        the Company, in the form attached hereto as Exhibit B;
  (b)  the
        Loans, Sale and Services Agreement, executed by each of the parties
        thereto;
  (c)  the
        Marlow Employment Agreement, executed by Marlow and the Company;
  (d)  the
        Company Operating Agreement, executed by each of the Mack-Cali Member, the
        Newmark Member, Marlow and Panzer;
  (e)  true
        and
        complete copies of resolutions of each of the Mack-Cali Member, M-C Realty,
        the
        Newmark Member and Newmark evidencing their respective authorization of the
        execution and delivery of this Agreement and the consummation of the
        transactions contemplated hereby, each such certificate executed by an
        authorized officer of each entity;
  (f)  a
        certificate of a duly authorized officer of each of the Mack-Cali Member,
        M-C
        Realty, the Newmark Member and Newmark certifying (i) the names and signatures
        of the officer of each who is authorized to sign this Agreement and any other
        agreement delivered in connection with the transactions contemplated hereby,
        and
        (ii) that the representations and warranties of each party set forth in this
        Agreement are true and correct, except in any case where the failure to be
        true
        and correct would not have a Material Adverse Effect; and
  (g)  such
        other documents as may be reasonably required or appropriate to effectuate
        the
        consummation of the transactions contemplated by this Agreement.
  
 5
  
  **Article
        III**
  **REPRESENTATIONS
        AND WARRANTIES**
 **OF
        THE MACK-CALI MEMBER**
  Preliminary
        Matters .
        Reference is made to the Original Gale Agreement, and the representations
        and
        warranties contained in Article III thereof, a copy of which is attached
        hereto
        and made a part hereof as Exhibit C (the “Gale Representations and Warranties”).
        The Mack-Cali Member represents and warrants to Newmark that, to the Knowledge
        of the Mack-Cali Member and except as set forth in the Marlow Certificate,
        the
        Gale Representations and Warranties, to the extent they relate to Gale Global
        and the Gale Subsidiaries, (i) are, as of the date hereof (or if a
        representation and warranty is made as of a specified date, as of such date),
        true and correct in all material respects, and any breaches or violations
        of any
        such representations and warranties arising from or relating to events that
        occurred after May 9, 2006 would not have a Material Adverse Effect on Gale
        Global and the Gale Subsidiaries, (the “Post May 9 th Representations”),
        and (ii) were, as of May 9, 2006 (or, if a representation and warranty is
        made
        as of a specified date, as of such date), true and correct in all material
        respects, any breaches or violations of any such representations and warranties
        arising from or relating to events that occurred on or before May 9, 2006
        would
        not have a Material Adverse Effect on Gale Global and the Gale Subsidiaries
        (the
“Gale Closing Date Representations”). To the extent the representations and
        warranties set forth in Sections 3.01 through 3.10 hereof are inconsistent
        with
        the Gale Representations and Warranties, the representations and warranties
        set
        forth in Sections 3.01 through 3.10 shall control. Newmark acknowledges that
        (x)
        in respect of the Post May 9 th Representations, the Mack-Cali Member is relying solely on the Knowledge
        of the
        Mack-Cali Member and the Marlow Certificate, and (y) in respect of the Gale
        Closing Date Representations, is relying on the Marlow Certificate and the
        Gale
        Sellers in making the Gale Representations and Warranties pursuant to the
        Original Gale Agreement, and, in each such case, has undertaken no independent
        investigation or other affirmative action to verify the Post May 9 th Representations or the Gale Closing Date Representations.
  Subject
        to the foregoing limitations and qualifications, the Mack-Cali Member hereby
        represents and warrants to the Company, Newmark and the Newmark Member, as
        of
        the date hereof or, if a representation or warranty is made as of a specified
        date, as of such date, the following:
  Section
        3.01  Organization,
        Authority and Qualification .
  (a)  The
        Mack-Cali Member (i) is duly organized and validly existing as a limited
        liability company and is in good standing under the laws of the jurisdiction
        of
        its organization and (ii) has all necessary power and authority to enter
        into
        this Agreement and the Ancillary Agreements to which it is a party, to carry
        out
        its obligations hereunder and thereunder and to consummate the transactions
        contemplated hereby and thereby. The execution and delivery of this Agreement
        and the Ancillary Agreements to which it is a party, the performance of its
        obligations hereunder and thereunder and the consummation by it of the
        transactions contemplated hereby and thereby, have been duly authorized by
        all
        requisite action on the part of the Mack-Cali Member and no other action
        by the
        Mack-Cali Member is necessary to authorize the transactions contemplated
        hereby
        or thereby or to consummate such transactions.
   6
  (b)  Gale
        Global (i) is duly organized and validly existing as a limited liability
        company
        and is in good standing under the laws of its jurisdiction of organization,
        (ii)
        has all necessary power and authority to own, operate or lease the properties
        and assets owned, operated or leased by such company and to carry on its
        business as it is currently conducted, and (iii) is duly licensed or qualified
        to do business and is in good standing in each jurisdiction requiring it
        to be
        licensed or qualified, except for licenses and qualifications to do business,
        the loss of which (individually or in the aggregate) would not reasonably
        be
        expected to have a Material Adverse Effect.
  (c)  This
        Agreement has been, and upon its execution and the execution of the applicable
        Ancillary Agreements shall be, duly executed and delivered by the Mack-Cali
        Member, and (assuming due authorization, execution and delivery by the other
        parties thereto) this Agreement constitutes, and upon its execution each
        of the
        applicable Ancillary Agreements shall constitute, a legal, valid and binding
        obligation of the Mack-Cali Member, enforceable against it in accordance
        with
        their respective terms.
  Section
        3.02  Subsidiaries .
  (a)  Section
        3.02(a) of the Disclosure Schedule sets forth a list of the Gale Subsidiaries.
        Other than the Gale Subsidiaries, there are no other corporations, partnerships,
        limited liability companies, joint ventures, associations or other entities
        in
        which Gale Global or the Gale Subsidiaries own, of record or beneficially,
        any
        direct or indirect equity or other interest or any right (contingent or
        otherwise) to acquire the same. Other than the Gale Subsidiaries, Gale Global
        is
        not a member of any partnership, joint venture or similar arrangement nor
        is
        Gale Global nor any of the Gale Subsidiaries a participant in any partnership,
        joint venture or similar arrangement.
  (b)  Each
        Gale
        Subsidiary that is a corporation (i) is duly organized, validly existing
        and in
        good standing under the laws of its jurisdiction of organization, (ii) has
        all
        necessary power and authority to carry on its business as is currently conducted
        by such Gale Subsidiary, and (iii) is duly licensed or qualified to do business
        and is in good standing in each jurisdiction requiring it to be licensed
        or
        qualified except for licenses and qualifications to do business, the loss
        of
        which (individually or in the aggregate) would not reasonably be expected
        to
        have a Material Adverse Effect.
  (c)  Each
        Gale
        Subsidiary that is a partnership or limited liability company (i) is duly
        organized, validly existing and in good standing under the laws of its
        jurisdiction of organization, (ii) has all necessary power and authority
        to
        carry on its business as it is currently conducted by such Gale Subsidiary
        and
        (iii) is duly licensed or qualified to do business and is in good standing
        in
        each jurisdiction requiring it to be licensed or qualified except for licenses
        and qualifications to do business, the loss of which (individually or in
        the
        aggregate) would not reasonably be expected to have a Material Adverse Effect.
   7
  Section
        3.03  Ownership
        of the Membership Interests and Subsidiaries .  As
        of the
        date hereof, the Mack-Cali Member has good and marketable title to, and is
        the
        lawful record and beneficial owner of, 100% of the Gale Global Membership
        Interests, free and clear of all Encumbrances, and the Gale Global Membership
        Interests represent all of the beneficial, voting, management, contingent,
        economic interest and other right, title and interest in and to Gale
        Global.
  (b)  With
        respect to the Gale Global Membership Interests, there are no
        (i) outstanding ownership interests in Gale Global other than the
        Membership Interests owned and held by the Mack-Cali Member, (ii) securities,
        options, warrants, calls, rights, commitments, agreements, arrangements or
        undertakings of any kind to which the Mack-Cali Member or its Affiliates
        is a
        party or by which any of the foregoing is bound, which obligate the Mack-Cali
        Member or its Affiliates to issue, create, deliver and/or provide additional
        ownership interests in Gale Global or (iii) arrangements or undertakings
        which
        obligate the Mack-Cali Member or its Affiliates to issue, grant, extend or
        enter
        into any security, option, warrant, call, right, commitment, agreement,
        arrangement or other undertaking with respect to Gale Global or the Gale
        Global
        Membership Interests. No person or entity has any voting or management rights
        with respect to Gale Global other than the Mack-Cali Member as set forth
        in and
        subject to the Mack-Cali Member’s organizational documents.
  (c)  Other
        than as set forth on Section 3.03(c) of the Disclosure Schedule, Gale Global
        owns 100%, free and clear of all Encumbrances, directly or indirectly, of,
        and
        has sole voting and dispositive power with respect to, all of the ownership
        interests of each of the Gale Subsidiaries, and there are no (i) outstanding
        ownership interests in any Gale Subsidiary other than the ownership interests
        owned and held by Gale Global, (ii) securities, options, warrants, calls,
        rights, commitments, agreements, arrangements or undertakings of any kind
        to
        which Gale Global is a party or by which any of the foregoing is bound, which
        obligate Gale Global to issue, create, deliver and/or provide additional
        ownership interests in any Gale Subsidiary or (iii) arrangements or
        undertakings which obligate Gale Global to issue, grant, extend or enter
        into
        any security, option, warrant, call, right, commitment, agreement, arrangement
        or other undertaking with respect to any Gale Subsidiary. No person or entity
        has any voting or management rights with respect to the Gale Subsidiaries
        other
        than Gale Global as set forth in and subject to the Subsidiaries’ organizational
        documents.
  Section
        3.04  Financial
        Statements . The Mack-Cali Member has delivered to Newmark copies of the financial
        information for 2003, 2004, 2005, as described on Section 3.04 of the Disclosure
        Schedule, in the form delivered to the Mack-Cali Member by the Gale Sellers,
        and
        the financial information for the first six months of 2006 as described on
        Section 3.04 of the Disclosure Schedule.
  Section
        3.05  No
        Material AdverseEffect,
        Extraordinary Distributions, or Claims . 
        Except as set forth on Section 3.05 of the Disclosure Schedule, to the Knowledge
        of the Mack-Cali Member, no event, circumstance or change since June 30,
        2006
        has occurred or is threatened against Gale Global or the Gale Subsidiaries,
        the
        Gale Global Business or the Gale Global Membership Interests that, individually
        or in the aggregate, has had or could reasonably be expected to have, a Material
        Adverse Effect. Neither the Mack-Cali Member nor any Affiliate of the Mack-Cali
        Member has (i) received any extraordinary distribution of cash or property
        since
        acquiring the Gale Global Membership Interests, or (ii) filed any claim for
        indemnification under the Original Gale Agreement.
   8
  Section
        3.06  Compliance
        with Laws . Except
        as
        set forth on Section 3.06 of the Disclosure Schedule, Gale Global, to the
        Knowledge of the Mack-Cali Member (i) is not in violation of any applicable
        Order or any applicable Law of any Governmental Authority, which individually
        or
        in the aggregate, has had, will have, or reasonably could be expected to
        have, a
        Material Adverse Effect, and (ii) has not received written notice that any
        such
        violation is being or may be alleged.
  Section
        3.07  No
        Breach . The execution, delivery and performance of this Agreement and any Ancillary
        Agreements to which each of the Mack-Cali Member and Gale Global is a party,
        and
        the consummation of the transactions contemplated hereby and thereby, will
        not
        (i) violate any provision of its charter or bylaws or any other organizational
        document or any agreement, guarantee or financial obligation that it is a
        party
        to or for which it is liable; (ii) except as set forth on Section 3.07 of
        the
        Disclosure Schedule, otherwise violate, conflict with or result in the breach
        of
        any of the terms of, result in a material modification of the effect of,
        otherwise give any other contracting party the right to terminate, or constitute
        (or with notice or lapse of time or both constitute) a default under any
        agreement to which it is a party or by which it may be bound or subject;
        (iii)
        violate any Order of any Governmental Authority against, or binding upon,
        it or
        the Gale Global Business, or upon the Gale Global Membership Interests, except
        for violations which could not reasonably be expected to have a Material
        Adverse
        Effect; (iv) violate or result in the revocation, suspension, non-renewal
        or
        limitation of any Permit, the result of which would reasonably be expected
        to
        have a Material Adverse Effect; (v) to the Knowledge of the Mack-Cali member,
        violate any Law except for violations which could not reasonably be expected
        to
        have a Material Adverse Effect; or (vi) result in the creation of any
        Encumbrance on the Gale Global Membership Interests, except for Encumbrances
        which could not reasonably be expected to have a Material Adverse
        Effect.
  Section
        3.08  Claims
        and Proceedings . 
        Except as set forth on Section 3.08 of the Disclosure Schedule, there are
        no
        material outstanding Orders of any Governmental Authority pending or, to
        the
        Knowledge of the Mack-Cali Member, threatened against or involving Gale Global
        or the Gale Global Business.
  Section
        3.09  Insurance . 
        Section 3.09 of the Disclosure Schedule sets forth a list (specifying the
        insurer and the policy number or covering note number with respect to binders,
        describing any pending claim thereunder of more than $5,000) of all policies
        or
        binders of fire, liability, fidelity, workmen’s compensation, vehicular and
        other insurance held by Gale Global for its own account to insure against
        its
        liability and property loss that relate to the Gale Global Business. Such
        policies and binders are in full force and effect. Gale Global is not in
        default
        in any material respect with respect to any provision contained in any such
        policy or binder and has not failed to give any notice or present any material
        claim under any such policy or binder. Gale Global has not received any written
        notice of cancellation or non-renewal of any such policy or binder nor has
        it
        received any written notice from any of insurance carrier that any insurance
        premiums or other amounts due under any such policy or binder (or replacement
        coverage, including renewals) will be materially increased in the future
        or that
        any insurance coverage will or may not be available in the future on reasonable
        commercial terms.
   9
  Section
        3.10  Brokers
        and Finders . The
        Mack-Cali Member has not incurred any Liability for finder’s brokerage, agent’s
        or advisory fees or commissions in connection with this Agreement, the Ancillary
        Agreements or the transactions contemplated hereby or thereby.
  Section
        3.11  Contracts. To
        the
        knowledge of the Mack-Cali Member, (i) each contract listed on Section 3.11
        of
        the Disclosure Schedule (the “Contracts”) was entered into in the ordinary
        course of the Gale Global Business, and is valid and binding on Gale Global
        or
        the Gale Global Subsidiaries, as the case may be, and (ii) subject to Section
        3.07 of the Disclosure Schedule, neither the Company or any Gale Global
        Subsidiary, as the case may be, or any other party thereto, is in breach
        of, or
        default under, any Contract, except for breaches or defaults that would not
        have
        a material adverse effect on the Gale Global Business.
  **Article
        IIIA**
  **REPRESENTATIONS
        AND WARRANTIES OF MARLOW**
  To
        the
        knowledge of Marlow, with respect to any agreements with subcontractors who
        provide services in connection with the Contracts and which provide for payments
        to a subcontractor of at least (i) $25,000 or (ii) $5,000 and provide for
        services to be rendered for pest control, construction, security, window
        cleaning or roofing (such agreements in sub-clause (i) and (ii) are collectively
        referred to herein as the “Subcontractor Agreements”), all such Subcontractor
        Agreements comply with the insurance requirements set forth in the respective
        Contracts. In the event that there is any uninsured liability to the Company
        as
        a result of (A) the failure of coverage under its own insurance policies
        and (B)
        a breach by any Subcontractor to comply with the insurance requirements of
        the
        Subcontractor Agreement (each, a “Subcontractor Liability”), Marlow hereby
        agrees and acknowledges that any such Subcontractor Liability shall be offset
        by
        Marlow’s Company Membership Interests but in no event in an aggregate amount in
        excess of $100,0000. To the extent that the Company receives either an estoppel
        certificate or a confirmation of compliance of each Subcontractor Agreement
        with
        the requisite insurance requirements, Ian Marlow’s liability for such
        Subcontractor Agreement shall be eliminated for that Subcontractor.
  **Article
        IV**
  **REPRESENTATIONS
        AND WARRANTIES**
 **OF
        NEWMARK AND THE NEWMARK MEMBER**
  Newmark
        and the Newmark Member hereby, jointly and severally, represent and warrant
        to
        the Company and the Mack-Cali Member, as of the date hereof or, if a
        representation or warranty is made as of a specified date, as of such date,
        the
        following:
  Section
        4.01  Organization,
        Authority and Qualification.
  (a)  Each
        of
        Newmark and the Newmark Member (i) is duly organized and validly existing
        as a
        limited liability company and is in good standing under the laws of the
        jurisdiction of its organization and (ii) has all necessary power and authority
        to enter into this Agreement and the Ancillary Agreements to which it is
        a
        party, to carry out its obligations hereunder and thereunder and to consummate
        the transactions contemplated hereby and thereby. The execution and delivery
        of
        this Agreement and the Ancillary Agreements to which it is a party, the
        performance of its obligations hereunder and thereunder and the consummation
        by
        it of the transactions contemplated hereby and thereby, have been duly
        authorized by all requisite action on the part of Newmark and the Newmark
        Member
        and no other action by the Newmark or the Newmark Member is necessary to
        authorize the transactions contemplated hereby or thereby or to consummate
        such
        transactions.
   10
  (b)  Each
        of
        Newmark and the Newmark Member (i) has all necessary power and authority
        to own,
        operate or lease the properties and assets owned, operated or leased by such
        company and to carry on its business as is currently conducted by such company
        and (ii) is duly licensed or qualified to do business and is in good standing
        in
        each jurisdiction in which such qualification is necessary.
  (c)  This
        Agreement has been, and upon its execution and the execution of the applicable
        Ancillary Agreements shall be, duly executed and delivered by each of Newmark
        and the Newmark Member, and (assuming due authorization, execution and delivery
        by the other parties thereto) this Agreement constitutes, and upon its execution
        each of the applicable Ancillary Agreements shall constitute, a legal, valid
        and
        binding obligation of each of Newmark and the Newmark Member, enforceable
        against each of such party in accordance with their respective
        terms.
  Section
        4.02  Compliance .
  (a)  No
        Material Adverse Change . No event
        or circumstance has occurred or is threatened against Newmark or the Newmark
        Member since January 1, 2006 that, individually or in the aggregate, has
        had or
        could reasonably be expected to have, a Material Adverse Effect on Newmark
        or
        the Newmark Member.
  (b)  Compliance
        with Laws .
        Except
        as set forth on Section 4.02 of the Disclosure Schedule, each of Newmark
        and the
        Newmark Member, to the Knowledge of the Newmark Member (i) is not in violation
        of any applicable Order or any applicable Law of any Governmental Authority,
        which individually or in the aggregate, has had, will have, or reasonably
        could
        be expected to have, a Material Adverse Effect on the business of Newmark,
        and
        (ii) has not received written notice that any such violation is being or
        may be
        alleged.
  (c)  No
        Breach .
        The
        execution, delivery and performance of this Agreement and any Ancillary
        Agreements to which each of Newmark and the Newmark Member is a party, and
        the
        consummation of the transactions contemplated hereby and thereby, will not
        (i)
        violate any provision of its charter or bylaws or any other organizational
        document or any agreement, guarantee or financial obligation that it is a
        party
        to or for which it is liable; (ii) except as set forth on Section 4.02 of
        the
        Disclosure Schedule, otherwise violate, conflict with or result in the breach
        of
        any of the terms of, result in a material modification of the effect of,
        otherwise give any other contracting party the right to terminate, or constitute
        (or with notice or lapse of time or both constitute) a default under any
        agreement to which it is a party or by which it may be bound or subject;
        (iv)
        violate any Order of any Governmental Authority against, or binding upon,
        it;
        (v) violate or result in the revocation, suspension, non-renewal or limitation
        of any Permit, the result of which would have a Material Adverse Effect on
        Newmark; or (vi) to the Knowledge of the Newmark member, violate any
        Law.
   11
  Section
        4.03  Brokers
        or Finder .
  Each
        of
        the Newmark and the Newmark Member have not incurred any Liability for finder’s
        brokerage, agent’s or advisory fees or commissions in connection with this
        Agreement, the Ancillary Agreements or the transactions contemplated hereby
        or
        thereby.
  **Article
        V**
  **COVENANTS**
  Section
        5.01  Excluded
        Assets. Reference
        is made to Sections 5.11(c) and (d) of the Original Gale Agreement, a copy
        of
        which is attached hereto and made a part hereof as Exhibit D (the “Excluded
        Assets Provisions”). The parties hereto affirmatively acknowledge the covenants
        set forth in the Excluded Assets Provisions, and agree to execute and deliver,
        or cause to be executed and delivered, such instruments, and to take such
        action
        as the Mack-Cali Member may reasonably request in order to comply with, and
        effectuate the intent of, the Excluded Assets Provisions, including, without
        in
        any way limiting the covenants set forth in the Excluded Assets Provisions,
        (a)
        to use all reasonable efforts to identify Excluded Assets and to assign,
        transfer and convey to the Gale Sellers, without consideration or other payment
        therefore any Excluded Assets, and (b) to use all reasonable efforts to identify
        Assets and to cause the Gale Sellers to assign, transfer or convey to the
        Company, if applicable, all Assets so identified. The
        covenants contained in Section 5.01 hereof shall survive the Closing until
        May
        9, 2007.
  Section
        5.02  Bonus
        Payments.
  M-C
        Realty hereby acknowledges and agrees that it shall retain the obligation
        to pay
        any bonus payments to employees of Gale Global who were employed as of December
        27, 2006 for services rendered to Gale Global in 2006. The amounts and
        recipients of any such bonus payments shall be determined by M-C Realty in
        its
        sole discretion and, to the extent M-C Realty determines to make such bonus
        payments, it agrees to make such payments by March 31, 2007.
   12
  **Article
        VI**
  **INDEMNIFICATION
        AND SURVIVAL**
  Section
        6.01  Survival
        of Representations and Warranties . 
        Each of the parties hereto has the right to rely fully upon the representations
        and warranties of the other parties contained in this Agreement. The parties
        agree that (i) the Gale Closing Date Representations shall survive to the
        extent
        that the Gale Representations and Warranties survive, as set forth in Section
        8.01 of Article VIII of the Original Gale Agreement, a copy of which is attached
        hereto and made a part hereof as Exhibit E (the “Gale Indemnity Provisions),
        (ii) the representations and warranties set forth in Section 3.03 shall survive
        through May 9, 2009, and (iii) the Post May 9 th Representations, the other representations and warranties set forth in Article
        III, and the representations and warranties set forth in Article IV shall
        survive for a period of one year from the date hereof.
  Section
        6.02  Indemnification for
        Breach of the Representations and Warranties of the Mack-Cali Member and
        Newmark. Subject
        to the limitations set forth in this Article VI, each of the parties hereto
        agrees to indemnify, defend and hold harmless any other party to which its
        representations and warranties were directed (and its directors,
        representatives, officers, employees, affiliates, successors and assigns)
        from
        and against all losses, damages, claims, costs and expenses, awards, judgments
        and penalties (including reasonable attorneys’ fees and expenses) actually
        suffered or incurred (“Losses”) based upon, arising out of or otherwise in
        respect of, any inaccuracy in or any breach of any representation or warranty
        contained in this Agreement, provided that (i) no party shall be entitled
        to
        such indemnification until such time as such party has incurred Losses in
        excess
        of $250,000, (ii) the Mack-Cali Member shall be limited in the aggregate
        amount
        payable to the Company and the Newmark Member for Losses claimed under this
        indemnity relating to the Gale Closing Date Representations to no more than
        $4,000,000, (iii) the Mack-Cali Member shall be limited in the aggregate
        amount
        payable to the Company and the Newmark Member for Losses claimed under this
        indemnity relating to the Post May 9 th Representations to no more than $1,500,000, (iv) except as otherwise provided
        in
        subparagraphs (ii) and (iii) above, each party shall be limited in the aggregate
        amount payable to the other party for Losses claimed under this indemnity
        to no
        more than $1,500,000, and (v) no party shall be entitled to indemnification
        herunder if the party knew of a breach of a representation and warranty at
        the
        time such representation and warranty was made. M-C Realty agrees to guaranty
        any obligations of the Mack-Cali Member to indemnify, defend and hold harmless
        Newmark, the Newmark Member or the Company from and against any Losses, in
        accordance with, and subject to the limitations of, the provisions of this
        Article VI.
  Section
        6.03  Notice
        to Indemnifying Party . 
        If any party hereto (the “Indemnitee”) receives written notice of any third
        party claim or potential claim or the commencement of any action or proceeding
        of any third party that could give rise to an obligation on the part of another
        party (the “Indemnifying Party”) pursuant to this Agreement, the Indemnitee
        shall promptly give the Indemnifying Party notice thereof (the “Indemnification
        Notice”); provided , however ,
        that
        the failure to give the Indemnification Notice promptly shall not impair
        the
        Indemnitee’s right to indemnification in respect of such claim, action or
        proceeding unless, and only to the extent that, the lack of prompt notice
        adversely affects the ability of the Indemnifying Party to defend against
        or
        diminish the Losses arising out of such claim, action or proceeding. The
        Indemnification Notice shall contain factual information describing the asserted
        claim in reasonable detail (to the extent known to the Indemnitee) and shall
        include copies of any notice or other documents received from any third party
        in
        respect of any such asserted claim. The Indemnifying Party shall have the
        right
        to assume the defense of a third party claim or suit described in this Section
        6.03 at its own cost and expense and with counsel of its own choosing; provided,
        however, that the Indemnifying Party acknowledges in writing (at the time
        it
        elects to assume the defense of such claim or suit, which shall be not later
        than thirty (30) days after the date of the Indemnification Notice) its
        obligation under this Section 6.03 to indemnify the Indemnitee with respect
        to
        such claim or suit; the Indemnitee is kept fully informed of all substantive
        developments and is furnished copies of all substantive papers; the Indemnitee
        is given the opportunity, at its option, to participate at its own cost and
        expense and with counsel of its own choosing in the defense of such claim
        or
        suit; and the Indemnifying Party diligently prosecutes the defense of such
        claim
        or suit. In the event that all of the conditions of the foregoing provision
        are
        not satisfied, the Indemnitee shall have the right, without impairing any
        of its
        rights to indemnification as provided herein, to assume and control the defense
        of such claim or suit and to settle such claim or suit. The Indemnifying
        Party
        shall make no settlement of any such third party claim or suit without the
        prior
        written consent of the Indemnitee (which shall not be unreasonably withheld
        or
        delayed). No settlement of any such third party claim or suit shall be made
        by
        the Indemnitee if the Indemnifying Party shall have assumed the defense thereof
        and shall be in substantial compliance with its obligations with respect
        thereto
        as set forth above in this Section 6.03. If the Indemnifying Party chooses
        to
        defend any claim, the Indemnitee shall make available to the Indemnifying
        Party,
        any books, records or other documents within its control that are necessary
        or
        appropriate for such defense. Notwithstanding the foregoing, the Indemnitee
        shall have the right to employ separate counsel at the Indemnifying Party’s
        expense and to control its own defense of such asserted liability if in the
        written opinion of counsel to such Indemnitee a conflict or potential conflict
        exists between the Indemnifying Party and such Indemnitee that would make
        such
        separate representation advisable.
   13
  Section
        6.04  Remedies for
        Breach of the Gale Closing Date Representations.  Notwithstanding
        anything contained in this Agreement to the contrary, except as set forth
        in
        Section 6.05, the parties hereto agree, that with respect to any Losses based
        upon, arising out of or otherwise in respect of, any breach of the Gale Closing
        Date Representations to the extent they relate to Gale Global and the Gale
        Subsidiaries (the “Gale Losses”), the parties shall look solely to the Gale
        Sellers in accordance with the Gale Indemnity Provisions, and neither Gale
        Global, the Mack-Cali Member, M-C Realty or their respective Affiliates shall
        have any liability for indemnification or recovery of Gale Losses. Upon receipt
        from the Newmark Member of a claim for Gale Losses (the “Gale Notice”), the
        Mack-Cali Member shall, provided such claim is in excess of $250,000, take
        such
        action to seek indemnification and recovery from the Gale Sellers for the
        Gale
        Losses (a “Gale Claim”) in accordance with the terms of the Gale Indemnity
        Provisions. The prosecution of any Gale Claim made by Newmark or the Newmark
        Member shall be controlled by Newmark, provided that any and all communication
        with the Gale Sellers shall be through the Mack-Cali Member, and provided
        that
        the Company shall pay all costs and expenses of counsel in connection with
        a
        Gale Claim, which counsel shall be approved by the Mack-Cali Member, such
        approval not to be unreasonably withheld or delayed. Notwithstanding anything
        contained herein or the Gale Indemnity Provisions to the contrary, the Members
        and the Company shall be limited in the aggregate amount payable to it for
        Gale
        Losses claimed under this Section 6.04 to no more than $4,000,000, which
        amount
        shall be reduced proportionately by amounts payable to the Mack-Cali Member
        or
        its Affiliates in respect of Losses based upon, arising out of or otherwise
        in
        respect of, any breaches of the Gale Closing Date Representations to the
        extent
        they *do
        not* relate
        to Gale Global and the Gale Subsidiaries (the “Non-Gale Losses”); provided,
        however, subject to the provisions of Section 6.05, any such reductions shall
        not reduce the aggregate amount payable to the Company for Gale Losses claimed
        under this Section 6.04 to less than $1,500,000; provided, further, however,
        no
        party shall be entitled to indemnification herunder if the party knew of
        a
        breach of a representation and warranty at the time such representation and
        warranty was made. Newmark shall deliver to the Mack-Cali Member the Gale
        Notice
        with respect to Gale Losses or any third party claim or potential claim or
        the
        commencement of any action or proceeding of any third party that could give
        rise
        to an obligation of the Mack-Cali Member to commence a Gale Claim. The Gale
        Notice shall contain factual information describing the asserted breach of
        the
        Gale Closing Date Representations, as well as any claim in reasonable detail
        (to
        the extent known to the Newmark Member), and shall include copies of any
        relevant information, notices or other documents received from any third
        party
        in respect of any such asserted claim. Newmark and the Newmark Member also
        shall
        provide to the Mack-Cali Member such additional information as shall be
        reasonably requested by the Mack-Cali Member from time to time in order for
        the
        Mack-Cali Member to communicate with the Gale Sellers. Any recoveries from
        the
        Gale Sellers with respect to a Gale Claim shall be, subject to the terms
        of this
        Section 6.04, paid to the Company in accordance with and subject to the terms
        of
        the Gale Indemnity Provisions, as follows: (i) any cash amounts recovered
        from
        the Gale Sellers by the Mack-Cali Member in connection with a Gale Claim
        shall
        be paid to the Company, provided that any such amounts shall be paid in amounts
        proportionate with cash amounts recovered from the Gale Seller by the Mack-Cali
        Member in connection with any Non-Gale Losses, (ii) the amount of any offset
        against any payments to the Gale Sellers pursuant to the earnout provisions
        set
        forth in Exhibit D of the Original Gale Agreement retained by the Mack-Cali
        Member in full or partial satisfaction of a Gale Claim shall be paid in cash
        to
        the Company, or (iii) the surrender and cancellation of OP Units held by
        the
        Gale Sellers in full or partial satisfaction of a Gale Claim shall be paid
        in
        cash to the Company at a valuation of $44.50 per OP Unit. Each party shall
        keep
        the other parties fully informed of all substantive developments in respect
        of
        any Gale Claim.
   14
  Section
        6.05  Arbitration. 
        In the event that the Newmark Member delivers to the Mack-Cali Member a Gale
        Notice, and the claim for Gale Losses cannot be pursued or adjudicated, in
        whole
        or in part, due to the prior recovery from the Gale Sellers of the maximum
        aggregate amount recoverable under the Gale Indemnity Provisions, then, during
        the 30-day period following the delivery of the Gale Notice (the “Negotiation
        Period”), the parties shall meet to review the claim detailed in the Gale Notice
        and determine whether the Gale Sellers would have been liable for such claim
        and
        for what amount, had the maximum aggregate amount recoverable under the Gale
        Indemnity Provisions not been exhausted. If the parties do not reach an
        agreement within such 30-day period as to what, if any, amount should be
        allocated to the Gale Losses set forth in the Gale Notice, and paid to the
        Newmark Member by the Mack-Cali Member, the Newmark Member may, during the
        30-day period following the end of the Negotiation Period, submit the matter
        to
        JAMS for arbitration in New York City, to determine whether the Gale Sellers
        would have been liable for the Gale Losses set forth in the Gale Notice and
        for
        what amount, and to determine a fair and equitable allocation among the amounts
        received by the Mack-Cali Member for its Non-Gale Losses, the amounts that
        the
        Company would have received for the Gale Losses had the Gale Indemnity
        Provisions not been exhausted, and the amounts, if any, that have already
        been
        received from the Gale Sellers for Losses relating to the Gale Closing Date
        Representations. In the event that the arbitrator rules in favor of the Newmark
        Member, the Mack-Cali Member shall pay to the Newmark Member, within 30 days
        following such arbitrator’s decision, the amount, if any, determined by such
        arbitrator; provided, however, that in no event shall such amount exceed
        $1,500,000; and provided, further, however, that any amounts payable shall
        also
        be subject to the limitations set forth in Section 6.02 and Section 6.04.
        All
        fees, costs and expenses (including reasonable attorneys’ fees and the costs of
        the arbitrator(s)) incurred in connection with such arbitration, shall be
        borne
        by the Company.
   15
  **Article
        VII**
  **CONDITIONS
        TO CLOSING** ****
  The
        obligation of each of each of the parties to enter into and complete the
        Closing
        is subject to the fulfillment on or prior to the Closing Date of the following
        conditions, any one or more of which may be waived by each in its sole
        discretion:
  Section
        7.01  Representations
        and Covenants . 
        The representations and warranties of each of the parties contained in this
        Agreement shall be true, complete and accurate in all material respects on
        and
        as of the Closing Date with the same force and effect as though made on and
        as
        of the Closing Date. Each shall have performed and complied in all material
        respects with all covenants and agreements required by this Agreement to
        be
        performed or complied with by each on or prior to the Closing Date.
  Section
        7.02  Governmental
        Permits and Approvals . 
        Any and all Permits necessary for the consummation of the transactions
        contemplated hereby shall have been obtained.
  Section
        7.03  Legal
        Proceedings . 
        No suit, action, claim, proceeding or investigation shall have been instituted
        or threatened by or before any court or any foreign, federal, state, county
        or
        local government or any other governmental, regulatory or administrative
        agency
        or authority seeking to restrain, prohibit or invalidate this Agreement,
        the
        Ancillary Agreements or the transactions contemplated hereby or
        thereby.
  Section
        7.04  Transaction
        Documents . 
        Each of the Ancillary Documents shall have been executed and
        delivered.
  Section
        7.05  Closing
        Deliverable . All of the deliverables set forth in Section 2.03 shall have been made to
        the
        appropriate party.
  Section
        7.06  Good
        Standing Certificates . 
        Each party hereto not an individual shall have received from each other party
        hereto certificates from the Secretary of State or other appropriate official
        of
        the respective jurisdictions of incorporation or formation, as the case may
        be,
        to the effect that each entity is in good standing in such jurisdiction as
        of a
        date within thirty (30) days of the Closing Date.
   16
  Section
        7.07  Contributions . 
        The contributions by the parties set forth in Section 2.01 shall have been
        made.
  **Article
        VIII**
  **MISCELLANEOUS
        PROVISIONS**
  Section
        8.01  Successors
        and Assigns . This Agreement shall be binding upon and shall inure to the benefit of the
        parties hereto and their respective successors and assigns. No party shall
        have
        the right to assign this Agreement or its rights hereunder without the consent
        of the other parties.
  Section
        8.02  Further
        Assurances . 
        Each party hereto agrees that it will, from time to time after the date of
        this
        Agreement, at its expense execute and deliver such other certificates, documents
        and instruments and take such other action as may be reasonably requested
        by the
        other party to carry out the transactions contemplated hereby.
  Section
        8.03  Remedies
        Limited; Non-Recourse . 
        The full and exclusive rights, powers and remedies of the parties hereto,
        other
        than such injunctive or other equitable remedies as may be available to such
        party, for a breach of or a default under this Agreement (including without
        limitation, a breach of or default under any of the representations, warranties,
        covenants or agreements contained in this Agreement) shall be the
        indemnification afforded under Article VI hereof.
  Section
        8.04  Waiver . No
        waiver, amendment or supplement of or to the Agreement shall be effective
        unless
        in writing and signed by all of the parties hereto or, in the case of a waiver,
        by the party granting the waiver.
  Section
        8.05  Entire
        Agreement; Exhibits and Schedules . 
        This Agreement and the Ancillary Agreements (together with the certificates,
        agreements, Exhibits, Schedules, instruments and other documents referred
        to
        herein) constitutes the entire agreement between the parties with respect
        to the
        subject matter hereof and thereof and supersedes all prior agreements and
        understandings, both written and oral, with respect to such subject matter.
        The
        Exhibits and Schedules to this Agreement are incorporated by reference herein
        and are made a part hereof as if they were fully set forth herein.
  Section
        8.06  Governing
        Law . 
        This Agreement shall be governed by and construed in accordance with the
        laws of
        New York applicable to agreements made and to be performed entirely within
        such
        state.
  Section
        8.07  Notices . 
        All notices and other communications hereunder shall be in writing and shall
        be
        deemed given if delivered personally, transmitted by telecopy or mailed by
        registered or certified mail (return receipt requested) or by overnight delivery
        to the parties at the addresses set forth on Section 8.07 of the Disclosure
        Schedule (or at such other address for a party as may be specified by like
        notice). All notices shall be deemed to have been given upon receipt if
        delivered personally, by nationally recognized overnight courier or by telecopy,
        or five days after mailing, if mailed. Refusal to accept delivery shall
        constitute receipt for purposes of the foregoing.
   17
  Section
        8.08  Headings . 
        The headings contained in this Agreement are for reference purposes only
        and
        shall not affect in any way the meaning or interpretation of this
        Agreement.
  Section
        8.09  Counterparts . 
        This Agreement may be executed in multiple counterparts, all of which shall
        be
        considered one and the same agreement, and shall become effective when one
        or
        more counterparts have been signed by each of the parties and delivered to
        the
        other party, it being understood that all parties need not sign the same
        counterpart.
  Section
        8.10  Severability . 
        The invalidity of any term or terms of this Agreement shall not affect any
        other
        term of this Agreement, which shall remain in full force and
        effect.
  [Remainder
        of page intentionally left blank]
   18
  IN
        WITNESS WHEREOF, the parties have executed this Agreement as of the date
        first
        above written.
  NKFGMS
        Owners, LLC
  
 By:
        /s/ Ian Marlow
 Ian
        Marlow
  THE
        GALE
        CONSTRUCTION SERVICES COMPANY, LLC
  By:
              The
                  Gale Real Estate Service Company, L.L.C., sole
                  member
 By:
              Mack-Cali
                  Services, Inc., sole member
 
 
 By:
        /s/ Mitchell E. Hersh
 Mitchell
        E.
        Hersh
 President
        and Chief
        Executive Officer
  MACK-CALI
        REALTY, L.P.
  By:
        Mack-Cali Realty Corporation, its general partner
  By:
        /s/ Mitchell E. Hersh
 Mitchell E. Hersh
 President and Chief Executive Officer
   NKFFM
        Limited Liability Company
 
 By:
        /s/ Barry Gosin
 Barry Gosin
 Manager
  NEWMARK
        & COMPANY REAL ESTATE, INC.
 d/b/a
        NEWMARK KNIGHT FRANK
  
  By:
        /s/ Barry Gosin
 Barry
        Gosin
 Manager
  /s/
        Ian Marlow
 Ian
        Marlow
  
 /s/
        Scott Panzer
 Scott
        Panzer
  
  [Signature
        Page to the Membership Interest Purchase and Contribution
        Agreement]
   19
  Exhibits :
  Exhibit
                          A
                      Marlow
                          CertificateExhibit
                          B
                      Assignment
                          of the Gale Global Membership InterestExhibit
                          C
                      Gale
                          Representations and WarrantiesExhibit
                          D
                      Excluded
                          Assets ProvisionsExhibit
                          E
                      Gale
                          Indemnity Provisions
 
  
  Disclosure
        Schedule :
  Section
                      3.02(a)
                  Gale
                      SubsidiariesSection
                      3.03(c)
                  EncumbrancesSection
                      3.04
                  Financial
                      StatementsSection
                      3.05
                  No
                      Material Adverse ChangeSection
                      3.06
                  Compliance
                      with LawsSection
                      3.07
                  No
                      BreachSection
                      3.08
                  Claims
                      and ProceedingsSection
                      3.09
                  InsuranceSection
                      3.11
                  ContractsSection
                      4.02
                  No
                      BreachSection
                      8.07
                  Notices
  20
  **DISCLOSURE
        SCHEDULE**
   21
  **SECTION
        3.02(a)**
  **GALE
        SUBSIDIARIES**
  
 
 Name
                  of Entity
              **Place
                  of Formation**
              **Ownership
                  of Entity**The
                  Gale Puerto Rico Company, Inc.
              Commonwealth
                  of Puerto Rico
              Gale
                  Global Facility Services, L.L.C. (“GGFS”)Gale
                  Global Facility Services Limited
              United
                  Kingdom
              GGFSGale
                  Global Facility Services GmbH
              Germany
              Gale
                  Global Facility Services LimitedGFS
                  Landscaping Services, LLC
              State
                  of Delaware
              GGFSGFS
                  Janitorial Servicves, LLC
              State
                  of Delaware
              GGFSGFS
                  Mechanical Services, LLC
              State
                  of Delaware
              GGFSGFS
                  Self-Performing Services, LLC
              State
                  of Delaware
              GGFS
 
 
  
   22
  **SECTION
        3.03(c)**
  
  None.
  
   23
  **SECTION
        3.04**
  
  See
        attached (1) The Gale Company, L.L.C. Consolidated Financial Statements Year
        Ended December 31, 2003, (2) The Gale Company, L.L.C. Consolidated Financial
        Statements Year Ended December 31, 2004, (3) Preliminary Unaudited Consolidating
        Pro Forma Balance Sheets 2005 and Preliminary Unaudited Consolidating Pro
        Forma
        Income Statements 2005, and (4) Preliminary Unaudited Summary Income Statement
        for the period beginning January 1, 2006 and ending June 30, 2006.
  
   24
  **SECTION
        3.05**
  M-C
        Realty has withdrawn the aggregate amount of $217,859.04. for expenses advanced
        in connection with the build-out of the office space of Newmark Knight Frank
        Global Management Services, LLC at 10 Sylvan Way, Parsippany, New
        Jersey.
  
  
   25
  **SECTION
        3.06**
  
  None.
  
   26
  **SECTION
        3.07**
  
  The
        parties acknowledge that no consent to the transfers and assignments
        contemplated by this Agreement has been sought or received from the parties
        to
        those contracts listed on Section 3.11 of the Disclosure Schedule and that
        such
        lack of consent may constitute a default under said contracts and therefore
        provide a right to terminate such contracts.
  
  
   27
  **SECTION
        3.08**
  
  None.
  
   28
  **SECTION
        3.09**
  **Schedule
        of Insurance as of December 26, 2006 (unless otherwise
        noted)**
  **THE
        GALE DIVISION OF MACK-CALI**
 The
        policies below include Gale Global Facility Services, LLC and other entities
        as
        named insureds.
 
 **GENERAL
        LIABILITY POLICY**
 National
        Fire Insurance Company of Hartford
 Policy
        Number: Binder B06063045247
 
 The
        premium for this policy is subject to audit based upon actual exposures during
        the policy period.
 
 **WORKERS
        COMPENSATION**
 Insurer:
        Continental Casualty Company
 Policy
        Numbers:  California: 
        2084941146
 All
        other
        states:  2084911695
 
 **OHIO
        WORKERS COMPENSATION POLICY**
 State
        of
        Ohio Bureau of Workers Compensation
 Policy
        Number: 1387767
 
 **AUTOMOBILE
        POLICY**
 Insurer:
        Continental Casualty Company
 Policy
        Number: C 2089117463
 
 **EXCESS
        LIABILITY POLICIES**
 Insurer:
        Continental Casualty Company
 Policy
        Number: L2090703566
 
 Insurer:
        North River Insurance Company (Crum & Forster)
 Policy
        Number: TBD
 
 Insurer:
        American Guarantee and Liability Insurance Company
 Policy
        Number: AEC 9138540 00
 
 **PROFESSIONAL
        AND POLLUTION LIABILITY POLICY**
 Insurer:
        Greenwich Insurance Company
 Policy
        Number: PEC0020574
 
 **MISCELLANEOUS
        ERRORS AND OMISSIONS LIABILITY POLICY**
 Insurer:
        Westchester Surplus Lines Insurance Company
 Policy
        Number: EON G23613001 001
 
  29
  **EUROPEAN
        OPERATIONS**
 Insurer:
        The Insurance Company of the State of Pennsylvania
 Policy
        Number: WR10004417
 
 **MISCELLANEOUS
        PROFESSIONAL LIABILITY POLICY (extended reporting
        period)**
 Insurance
        Company:  Executive
        Risk Indemnity Inc.
 Policy
        Number:  6803-4272
        (tail coverage)
 
 **DIRECTORS
        & OFFICERS / EMPLOYMENT PRACTICES LIABILITY POLICY (extended reporting
        period)**
 Insurance
        Company:  Federal
        Insurance Company
 Policy
        Number:  6802-2239
        (tail coverage)
 
 **FIDUCIARY
        LIABILITY POLICY (extended reporting period)**
 Insurance
        Company:  Federal
        Insurance Company
 Policy
        Number:  8142-3490
        (tail coverage)
 
 **EMPLOYED
        LAWYERS PROFESSIONAL LIABILITY POLICY (extended reporting
        period)**
 Insurance
        Company:  Executive
        Risk Specialty Insurance Company
 Policy
        Number:  6802-1679
        (tail coverage)
 
 **PROPERTY,
        EMPLOYMENT PRACTICES LIABILITY, FIDELITY, AND DIRECTORS AND OFFICERS LIAIBLITY
        COVERAGES ARE PROVIDED UNDER MACK-CALI’S INSURANCE
        PROGRAM**
 
 There
        is
        also a policy arranged by the Simon Malls for Gale GFS.
  **Insurance
        Claims**
  Claimant
                Payment
                ReserveLiability:Fay
                $3,609
                    (expenses)
                $5,849Sun
                    Microsystems
                $47,876
                    (expenses)
                $150,000Andrews
                $0
                $160,000Roth
                $12,252
                    (expenses)
                $52,403Property:PAETEC
                    Communications
                $0
                $71,000Workers
                    Compensation:Maltbie-Hulse
                    (carpal tunnel)
                $10,526






30
 
 **SECTION
        3.11**
 
  Contracts
        of the Gale Global Business:
  1.
            AT&T  2.
            New
                York Life  3.
            Toys
                R Us  4.
            Panasonic
                North America  5.
            BASF  6.
            BNP
                Paribas  7.
            Principal
                Global Investors  8.
            Cendant  9.
            Unilever  10.
            UPS  11.
            ISI  12.
            Villa
                Contracting  13.
            Simon   31
  **DISCLOSURE
        SCHEDULE**
 **OF**
 **NEWMARK
        AND NEWMARK MEMBER**
 **TO**
 **CONTRIBUTION
        AGREEMENT**
  Section
        4.02 :
  Section
        4.02(b): Compliance with Laws.
  None.
  Section
        4.02(c): No Breach.
  None.
   32
  **SECTION
        8.07**
  **NOTICES**
  **If
        to NKFGMS Owners, LLC:**
  c/o
        Gale
        GFS
  10
        Sylvan
        Way, Floor 2
  Parsippany,
        New Jersey 07054
  Facsimile:
        (973) 842-0633
 Telephone:
        (973) 898-8840
 Attention:  Ian
        Marlow
 President
 
 With
        a
        copy to:
  Newmark
        Knight Frank
 125
        Park
        Avenue,
 New
        York,
        NY 10017
  Facsimile:
        (212) 372-2156
 Telephone:
        (212) 372-2386
 Attention:  Elaine
        Kleinberg
  General
        Counsel
  **If
        to The Gale Construction Services Company, L.L.C.:**
  If
        mailed
        to:
 
 c/o
        Mack-Cali Realty Corporation
 P.O.
        Box
        7817
 Edison,
        New Jersey 08818-7817
 
 If
        sent
        via overnight courier service:
 
 c/o
        Mack-Cali Realty Corporation
 343
        Thornall Street
 Edison,
        New Jersey 08837-2206
 
 With
        two
        (2) separate copies of the
 Notice
        sent to the attention of:
 
 Facsimile:
        (732) 205-9040
 Telephone:
        (732) 590-1040
 Attention:  Mitchell
        E. Hersh
 President
        and Chief Executive Officer
   33
 
 And
 
 Facsimile:
        (732) 205-9015
 Telephone:
        (732) 590-1010
 Attention:  Roger
        W.
        Thomas
 Executive
        Vice President and General Counsel
 
 
 With
        a
        copy (which shall not constitute notice) to:
 
 Seyfarth
        Shaw LLP
 1270
        Avenue of the Americas, Suite 2500
  New
        York,
        New York 10020-1801
  Facsimile:
        (212) 218-5501
 Telephone:
        (212) 218-5620
 Attention:
        John P. Napoli, Esq.
  **If
        to Mack-Cali Realty, L.P.:**
  If
        mailed
        to:
 
 c/o
        Mack-Cali Realty Corporation
 P.O.
        Box
        7817
 Edison,
        New Jersey 08818-7817
 
 If
        sent
        via overnight courier service:
 
 c/o
        Mack-Cali Realty Corporation
 343
        Thornall Street
 Edison,
        New Jersey 08837-2206
 
 With
        two
        (2) separate copies of the
 Notice
        sent to the attention of:
 
 Facsimile:
        (732) 205-9040
 Telephone:
        (908) 590-1040
 Attention:  Mitchell
        E. Hersh
 President
        and Chief Executive Officer
 
 And
 
 Facsimile:
        (732) 205-9015
 Telephone:
        (732) 590-1010
 Attention:  Roger
        W.
        Thomas
 Executive
        Vice President and General Counsel
   34
 
 
 With
        a
        copy (which shall not constitute notice) to:
 
 Seyfarth
        Shaw LLP
 1270
        Avenue of the Americas, Suite 2500
  New
        York,
        New York 10020-1801
  Facsimile:
        (212) 218-5501
 Telephone:
        (212) 218-5620
 Attention:
        John P. Napoli, Esq.
  
 **If
        to NKFFM Limited Liability Company :**
  c/o
        Newmark Knight Frank
 125
        Park
        Avenue,
 New
        York,
        NY 10017
 
 With
        two
        (2) separate copies of the
 Notice
        sent to the attention of:
 
 Facsimile:
        (212) 949-5250
 Telephone:
        (212) 372-2339
 Attention:  Joseph
        Rader
 Chief Operating Officer
  And
  Facsimile:
        (212) 372-2156
 Telephone:
        (212) 372-2386
 Attention:  Elaine
        Kleinberg
 General
        Counsel
   35
  **If
        to Newmark & Company Real Estate, Inc. (d/b/a Newmark Knight
        Frank):**
  c/o
        Newmark Knight Frank
 125
        Park
        Avenue,
 New
        York,
        NY 10017
 With
        two
        (2) separate copies of the
 Notice
        sent to the attention of:
 
 Facsimile:
        (212) 949-5250
 Telephone:
        (212) 372-2339
 Attention:  Joseph
        Rader
 Chief
        Operating Officer
  And
  Facsimile:
        (212) 372-2156
 Telephone:
        (212) 372-2386
 Attention:  Elaine
        Kleinberg
 General
        Counsel
   36
  **SCHEDULE
        3.09**
 
 **THE
        GALE DIVISION OF MACK-CALI**
 Schedule
        of Insurance as of December 26, 2006 (unless otherwise noted)
 The
        policies below include Gale Global Facility Services, LLC and other entities
        as
        named insureds.
  **GENERAL
        LIABILITY POLICY**
 National
        Fire Insurance Company of Hartford
 Policy
        Number: Binder B06063045247
  The
        premium for this policy is subject to audit based upon actual exposures during
        the policy period.
  **WORKERS
        COMPENSATION**
 Insurer:
        Continental Casualty Company
 Policy
        Numbers:  California:
        2084941146
 All
        other
        states: 2084911695
  **OHIO
        WORKERS COMPENSATION POLICY**
 State
        of
        Ohio Bureau of Workers Compensation
 Policy
        Number: 1387767
  **AUTOMOBILE
        POLICY**
 Insurer:
        Continental Casualty Company
 Policy
        Number: C 2089117463
  **EXCESS
        LIABILITY POLICIES**
 Insurer:
        Continental Casualty Company
 Policy
        Number: L2090703566
  Insurer:
        North River Insurance Company (Crum & Forster)
 Policy
        Number: TBD
  Insurer:
        American Guarantee and Liability Insurance Company
 Policy
        Number: AEC 9138540 00
  **PROFESSIONAL
        AND POLLUTION LIABILITY POLICY**
 Insurer:
        Greenwich Insurance Company
 Policy
        Number: PEC0020574
  **MISCELLANEOUS
        ERRORS AND OMISSIONS LIABILITY POLICY**
 Insurer:
        Westchester Surplus Lines Insurance Company
 Policy
        Number: EON G23613001 001
   37