AMENDED AND RESTATED RECOURSE AGREEMENTRecourse Agreement • July 2nd, 2019 • Mack Cali Realty L P • Real estate investment trusts • New York
This RECOURSE AGREEMENT (this “Agreement”) is executed as of June 28, 2019, 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 AGGREGATOR, L.L.C., a Delaware limited liability company (“RP Investor I”), and RPIIA-RLB, L.L.C., a Delaware limited liability company (“RP Investor II” and, together with its and RP Investor I’s respective successors and assigns, each, a “Rockpoint Preferred Holder,” and collectively, the “Rockpoint Preferred Holders”).
THIRD AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF ROSELAND RESIDENTIAL, L.P. Dated as of June 28, 2019Limited Partnership Agreement • July 2nd, 2019 • Mack Cali Realty L P • Real estate investment trusts • Delaware
THIS THIRD AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT (as it may be amended or supplemented from time to time, this “Agreement”) of ROSELAND RESIDENTIAL, L.P., a Delaware limited partnership (the “Partnership”), is entered into as of June 28, 2019 (the “Third Amendment Effective Date”), by and among ROSELAND RESIDENTIAL TRUST, a Maryland real estate investment trust, as the general partner of the Partnership (together with its permitted successors, assigns and transferees, “RRT,” and the “General Partner”), RPIIA-RLA AGGREGATOR, L.L.C., a Delaware limited liability company, as successor in interest to RPIIA-RLA, L.L.C., a Delaware limited liability company (“Initial Rockpoint Class A Preferred Holder”) and, together with its permitted successors, assigns and transferees, “Rockpoint Class A Preferred Holder”), and RPIIA-RLB, L.L.C., a Delaware limited liability company (together with its permitted successors, assigns and transferees, “Rockpoint Class B Preferred Holder”, and tog
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 2nd, 2019 • Mack Cali Realty L P • Real estate investment trusts • New York
This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (as amended, supplemented or modified from time to time, this “Agreement”), dated as of June 28, 2019, 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”) (together with the Partnership, the “MC Partnership Parties”), and each of the Persons set forth on the signature pages hereto (each, a “Holder,” and collectively, the “Holders”).
INDEMNITY AGREEMENTIndemnity Agreement • July 2nd, 2019 • 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 business trust (“MCPT”); Roseland Residential Trust, a Maryland business 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.”
AMENDED AND RESTATED SHARED SERVICES AGREEMENT between MACK-CALI REALTY, L.P. and ROSELAND RESIDENTIAL, L.P. Effective June 28, 2019Shared Services Agreement • July 2nd, 2019 • Mack Cali Realty L P • Real estate investment trusts • New York
THIS AMENDED AND RESTATED SHARED SERVICES AGREEMENT (together with the Schedule and Exhibit attached hereto, the “Agreement”), dated June 28, 2019 (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”.
AMENDED AND RESTATED SHAREHOLDERS AGREEMENTAmended and Restated Shareholders Agreement • July 2nd, 2019 • Mack Cali Realty L P • Real estate investment trusts • Maryland
This Amended and Restated Shareholders Agreement (the “Agreement”) is entered into as of the 28th day of June, 2019 by and among Roseland Residential Trust, a Maryland real estate investment trust (the “Trust”), RPIIA-RLA Aggregator, L.L.C., a Delaware limited liability company, as successor in interest to RPIIA-RLA, L.L.C. (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 “RP Investors”) and each of the shareholders of the Trust listed on Schedule I attached hereto (each individually a “Shareholder” and collectively, the “Shareholders”).
Preferred Equity Investment Agreement Among MACK-CALI REALTY CORPORATION MACK- CALI REALTY, L.P. MACK-CALI PROPERTY TRUST MACK-CALI TEXAS PROPERTY, L.P. ROSELAND RESIDENTIAL TRUST ROSELAND RESIDENTIAL L.P. RPIIA-RLA AGGREGATOR, L.L.C. and RPIIA-RLB,...Preferred Equity Investment Agreement • July 2nd, 2019 • Mack Cali Realty L P • Real estate investment trusts • New York
This Preferred Equity Investment Agreement (this “Agreement”), dated as of June 26, 2019 (the “Execution Date”), is entered into by and among Roseland Residential, L.P., a Delaware limited partnership (together with its permitted successors, assigns and transferees, the “Partnership”), Mack-Cali Realty Corporation, a Maryland corporation (together with its permitted successors, assigns and transferees, “MCRC”), Mack-Cali Realty, L.P., a Delaware limited partnership (together with its permitted successors, assigns and transferees, “MCRLP”), Mack-Cali Property Trust, a Maryland real estate investment trust (together with its permitted successors, assigns and transferees, “MCPT”), Mack-Cali Texas Property, L.P., a Texas limited partnership (together with its permitted successors, assigns and transferees, “MCTP” and together with MCRC, MCRLP and MCPT, the “MCRC Parties”), Roseland Residential Trust, a Maryland real estate investment trust (together with its permitted successors, assigns an
