RECOURSE AGREEMENTRecourse Agreement • May 9th, 2017 • Mack Cali Realty L P • Real estate investment trusts • New York
This RECOURSE AGREEMENT (this “Agreement”) is executed as of March 10, 2017, by MACK-CALI REALTY CORPORATION, a Maryland corporation (“MCRC”), MACK-CALI REALTY, L.P., a Delaware limited partnership (“MCRLP”) and ROSELAND RESIDENTIAL TRUST, a Maryland real estate investment trust (“RRT”) (each of MCRC, MCRLP and RRT, a “Responsible Party” and, collectively, the “Responsible Parties”), in favor of RPIIA-RLA, LLC, a Delaware limited liability company and RPIIA-RLB, LLC, a Delaware limited liability company (together with their respective successors and assigns, each, a “Rockpoint Preferred Holder,” and collectively, the “Rockpoint Preferred Holders”).
SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF ROSELAND RESIDENTIAL, L.P. Dated as of March 10, 2017Limited Partnership Agreement • May 9th, 2017 • Mack Cali Realty L P • Real estate investment trusts • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 9th, 2017 • Mack Cali Realty L P • Real estate investment trusts • New York
This REGISTRATION RIGHTS AGREEMENT (as amended, supplemented or modified from time to time, this “Agreement”), dated as of March 10, 2017, is made and entered into by and among Mack-Cali Realty Corporation, a Maryland corporation (“MCRC”), Mack-Cali Realty, L.P., a Delaware limited partnership (“MCRLP”), Mack-Cali Property Trust, a Maryland real estate investment trust (“MCPT”, and together with MCRC and MCRLP, the “MCRC Parties”), Roseland Residential, L.P., a Delaware limited partnership (the “Partnership”), Roseland Residential Trust, a Maryland real estate investment trust (the “General Partner”), Roseland Residential Holding L.L.C., a Delaware limited liability company (the “Limited Partner”, and together with the General Partner and the Partnership, the “Partnership Parties”), and each of the Persons set forth on the signature pages hereto (each, a “Holder,” and collectively, the “Holders”).
INDEMNITY AGREEMENTIndemnity Agreement • May 9th, 2017 • Mack Cali Realty L P • Real estate investment trusts • New York
THIS INDEMNITY AGREEMENT (this “Indemnity Agreement”) made as of the day of , 20 by and among Rockpoint Growth and Income Real Estate Fund II, L.P., a Delaware limited partnership (“Indemnitor”); Mack-Cali Realty Corporation, a Maryland corporation (“MCRC”); Mack-Cali Realty, L.P., a Delaware limited partnership (“MCRLP”); Mack-Cali Property Trust, a Maryland real estate investment trust (“MCPT”); Roseland Residential Trust, a Maryland real estate investment trust (“RRT”); and [Mack-Cali Purchaser] (the “Purchaser”, and together with MCRC, MCRLP, MCPT and RRT, the “Indemnitees” and each, individually, an “Indemnitee”). Each of the Indemnitor and the Indemnitees is referred to herein individually as a “Party”, and collectively, as “Parties.”
SHAREHOLDERS AGREEMENTShareholders Agreement • May 9th, 2017 • Mack Cali Realty L P • Real estate investment trusts • Maryland
This Shareholders Agreement (the “Agreement”) is entered into as of the 10th day of March, 2017 by and among Roseland Residential Trust, a Maryland real estate investment trust (the “Trust”), RPIIA-RLA, L.L.C., a Delaware limited liability company (together with its permitted successors, assigns and transferees, the “RP Investor I”), RPIIA-RLB, L.L.C., a Delaware limited liability company (together with its permitted successors, assigns and transferees, the “RP Investor II” and, together with the RP Investor I, the “Investors”) and each of the shareholders of the Trust listed on Schedule I attached hereto (each individually a “Shareholder” and collectively, the “Shareholders”).
SHARED SERVICES AGREEMENT between MACK-CALI REALTY, L.P. and ROSELAND RESIDENTIAL, L.P. Effective March 10, 2017Shared Services Agreement • May 9th, 2017 • Mack Cali Realty L P • Real estate investment trusts • New York
THIS SHARED SERVICES AGREEMENT (together with the Schedule and Exhibit attached hereto, the “Agreement”), dated March 10, 2017 (the “Effective Date”), is by and between Mack-Cali Realty, L.P., a Delaware limited partnership (“MCRLP”) and Roseland Residential, L.P., a Delaware limited partnership (the “Partnership”). MCRLP and the Partnership shall be collectively referred to herein as the “Parties”, and each, a “Party”.
