RESTATED LIMITED PARTNERSHIP
AGREEMENT DATED AS OF DECEMBER 11, 1997 OF MACK-CALI REALTY, L.P., AS AMENDED
(THE "SECOND AMENDED AND RESTATED PARTNERSHIP AGREEMENT") FOR THE RIGHTS OF THE
COMMON UNITS REPRESENTED BY THIS CERTIFICATE.
THE COMMON UNITS REPRESENTED BY THIS CERTIFICATE OR INSTRUMENT MAY NOT BE
TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF
UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER
DISPOSITION COMPLIES WITH THE PROVISIONS OF THE SECOND AMENDED AND RESTATED
PARTNERSHIP AGREEMENT, AND THAT CERTAIN MEMBERSHIP INTEREST PURCHASE AND
CONTRIBUTION AGREEMENT BY AND AMONG MR. STANLEY C. GALE, SCG HOLDING CORP.,
MACK-CALI REALTY ACQUISITION CORP. AND MCRLP DATED AS OF MARCH
, 2006 (A
COPY OF WHICH IS ON FILE WITH MCRLP; THE "PURCHASE AGREEMENT"). EXCEPT AS
OTHERWISE PROVIDED IN SUCH AGREEMENTS, NO TRANSFER, SALE, ASSIGNMENT, PLEDGE,
HYPOTHECATION OR OTHER DISPOSITION OF THE COMMON UNITS REPRESENTED BY THIS
CERTIFICATE MAY BE MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR (B) IF
MCRLP HAS BEEN FURNISHED WITH A SATISFACTORY OPINION OF COUNSEL FOR THE HOLDER
THAT SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION
IS EXEMPT FROM THE PROVISIONS OF SECTION 5 OF THE ACT AND THE RULES AND
REGULATIONS IN EFFECT THEREUNDER. IN ADDITION, THE COMMON UNITS ARE SUBJECT TO
THE PROVISIONS OF SECTION 5.17 OF THE PURCHASE AGREEMENT.
THE PARTNERSHIP WILL FURNISH TO EACH HOLDER WHO SO REQUESTS A STATEMENT OF THE
POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE PARTICIPATING, OPTIONAL OR OTHER
SPECIAL RIGHTS OF EACH CLASS OF UNITS OR SERIES THEREOF WHICH THE PARTNERSHIP IS
AUTHORIZED TO ISSUE AND OF THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF
SUCH PREFERENCES AND/OR RIGHTS. ANY SUCH REQUEST IS TO BE ADDRESSED TO THE
PARTNERSHIP AT ITS PRINCIPAL PLACE OF BUSINESS.
FOR VALUE RECEIVED,
hereby sells,
assigns and transfers unto
Common
Units represented by the within Certificate, and do hereby irrevocably
constitute and appoint
Attorney
to transfer the said Common Units on the books of the within named Partnership
with full power of substitution in the premises.
Dated:
EXHIBIT D
EARNOUT
Section 1
Definitions.
Section 1.01
Defined Terms. When used in this Exhibit D, the following
terms shall have the meanings specified therefor below:
"Anniversary Year" means, as applicable, the First Anniversary Year, the Second
Anniversary Year or the Third Anniversary Year.
"AT&T" means AT&T Corporation.
"AT&T Earnout Payment" means any payment made pursuant to Section 2.01 of this
Exhibit D.
"AT&T Gross Income" means Gross Income (excluding directly reimbursed expenses)
from AT&T or a replacement source of new business (which may be from an existing
client to the extent such existing client generates additional new or
incremental business) procured primarily by the Sellers and/or employees or
officers of the Purchaser, the Companies or the Subsidiaries, and as reasonably
agreed in good faith between the Purchaser and the Sellers.
"AT&T Threshold" has the meaning specified in Section 2.01 of this Exhibit D.
"Budget and Operating Plan" means collectively, the annual budget and the
operating plan