SECTION 1.5(C) IN EXCHANGE FOR THE CONTRIBUTION OF THE CONTRIBUTED
INTERESTS THAT ARE PARIS INTERESTS (COLLECTIVELY, THE "PARIS ESCROW UNITS")
SHALL BE RETAINED AND HELD PURSUANT TO THE ESCROW AGREEMENT IN ACCORDANCE WITH
THE TERMS OF THIS AGREEMENT AND THE ESCROW AGREEMENT.
THE NUMBER OF PARIS
ESCROW UNITS SHALL BE CALCULATED AS FOLLOWS:
$1,000,000.00 DIVIDED BY
6
THE DEEMED VALUE PER UNIT, MULTIPLIED BY THE PARIS ALLOCATION, AND ROUNDED IN
ACCORDANCE WITH SECTION 1.5(D).
(D)
NO REGISTRATION.
NOTWITHSTANDING ANY OTHER
PROVISION OF THIS AGREEMENT OR ANY OTHER AGREEMENT, IF THE ISSUANCE OF UNITS
PURSUANT TO THIS SECTION 1.5 WOULD CONSTITUTE AN OFFERING OR ISSUANCE OF
SECURITIES WHICH IS REQUIRED TO BE REGISTERED WITH APPROPRIATE GOVERNMENTAL
AUTHORITIES UNDER THE LAWS OF ANY APPLICABLE FEDERAL, STATE OR OTHER
JURISDICTION (OTHER THAN THE FILING OF A NOTICE FORM D WITH THE SECURITIES AND
EXCHANGE COMMISSION (THE "COMMISSION"), IF APPLICABLE), THE OPERATING
PARTNERSHIP SHALL NOT BE OBLIGATED TO DELIVER THE UNITS (AND SUCH UNITS SHALL
NOT BE CONSIDERED TO HAVE BEEN OFFERED), THIS AGREEMENT SHALL TERMINATE AND NO
PARTY HERETO SHALL HAVE ANY FURTHER LIABILITY UNDER OR IN RESPECT OF THIS
AGREEMENT TO ANY OTHER PARTY HERETO.
(E)
NO FRACTIONAL UNITS.
THE OPERATING
PARTNERSHIP SHALL NOT ISSUE OR DELIVER ANY FRACTIONAL UNITS IN THE TRANSACTION
OR UPON THE DISTRIBUTION OF UNITS BY THE ESCROW AGENT (AS DEFINED HEREIN).
PRIOR TO ANY ROUNDING OF UNITS AT CLOSING PURSUANT TO THIS SECTION 1.5(E), UNITS
TO BE RECEIVED BY EACH CONTRIBUTING PARTNER PURSUANT TO SECTION 1.5(B) AND, IF
APPLICABLE, SECTION 1.5(C), SHALL BE AGGREGATED, AND THE AGGREGATE AMOUNT OF
GENEVA ESCROW UNITS AND, IF APPLICABLE, PARIS ESCROW UNITS, SHALL BE
CALCULATED.
THE AGGREGATE UNITS SO CALCULATED TO BE ISSUED TO A GIVEN
CONTRIBUTING PARTNER OR TO BE WITHHELD FROM A GIVEN CONTRIBUTING PARTNER
PURSUANT TO THE ESCROW AGREEMENT SHALL BE ROUNDED SUCH THAT (I) FRACTIONS OF A
UNIT OTHERWISE ISSUABLE THAT ARE GREATER THAN OR EQUAL TO ONE-HALF OF A UNIT
SHALL BE ROUNDED TO THE NEXT LARGEST INTEGRAL NUMBER OF UNITS, AND
(II) FRACTIONS OF A UNIT OTHERWISE ISSUABLE THAT ARE LESS THAN ONE-HALF OF A
UNIT SHALL BE ROUNDED DOWN TO THE NEXT SMALLEST INTEGRAL NUMBER OF UNITS.
(F)
ADMISSION TO THE OPERATING PARTNERSHIP.
NOTWITHSTANDING ANY OTHER PROVISION CONTAINED IN THIS AGREEMENT, UPON THE
CLOSING, EACH CONTRIBUTING PARTNER ACQUIRING UNITS SHALL BE AUTOMATICALLY
ADMITTED TO THE OPERATING PARTNERSHIP AS A LIMITED PARTNER OF THE OPERATING
PARTNERSHIP, WITHOUT ANY FURTHER ACT, APPROVAL OR VOTE OF ANY PERSON.
EACH
CONTRIBUTING PARTNER SHALL, UPON SUCH ADMISSION, BE SUBJECT TO, AND BOUND BY,
THE VORNADO PARTNERSHIP AGREEMENT, INCLUDING ALL OF THE TERMS AND CONDITIONS OF
SUCH AGREEMENT, THE POWER OF ATTORNEY GRANTED IN SECTION 15.11 THEREOF AND THE
TERMS AGREED TO IN THE LIMITED PARTNER ACCEPTANCE AGREEMENT EXECUTED BY EACH
SUCH CONTRIBUTING PARTNER.
THE NAME OF EACH SUCH CONTRIBUTING PARTNER AND THE
NUMBER OF UNITS ISSUED TO EACH SUCH CONTRIBUTING PARTNER AT THE CLOSING SHALL BE
RECORDED BY THE COMPANY, AS GENERAL PARTNER OF THE OPERATING PARTNERSHIP, IN