March 7, 1997
Regency Realty Corporation
000 Xxxx Xxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxxxxx, Xxxxxxx 00000
Re: Partnership Units
Ladies and Gentlemen:
The undersigned, Branch Properties, L.P., a Georgia limited partnership
("Branch"), Branch Realty, Inc., a Georgia corporation ("Branch Realty"), and
Regency Realty Corporation, a Florida corporation ("Regency"), have entered into
a Contribution Agreement and Plan of Reorganization, dated February 10, 1997
(the "Contribution Agreement"), regarding the formation of Regency Retail
Partnership, L.P., a Delaware limited partnership (the "Partnership"), to which
a wholly owned subsidiary of Regency is contributing cash and Branch is
contributing shopping center properties and other assets used in the real estate
business. All capitalized terms not otherwise defined herein shall have the
meanings ascribed to them in the Contribution Agreement or the Partnership
Agreement. Pursuant to the terms of the Contribution Agreement, the undersigned
will receive (i) Reorganization Shares and (ii) Units which may be redeemed for
Shares of Common Stock pursuant to the terms of the Partnership Agreement.
In consideration of the foregoing, the undersigned hereby agrees that for
a period of one year from the First Closing Date, he will not, without the
express written consent of Regency, (i) offer for sale, sell, transfer, give,
pledge, assign, irrevocably hypothecate or otherwise dispose of, directly or
indirectly, any of the Units, or enter into any contract, option or other
agreement or understanding regarding the same (collectively, a "Transfer"), or
(ii) exercise a Redemption Right with respect to any Units. In addition, the
undersigned agrees that during any three-month period (a "Quarterly Period")
during the two years ending on the third anniversary date of the First Closing,
he will neither Transfer, nor exercise a Redemption Right with respect to, a
number of Units greater than the number arrived at by (a) multiplying 12.5%
times the Cumulative Elapsed Quarterly Periods (as defined below) times the Base
Amount (as defined below) and (b) subtracting the total number of Units and
Reorganization Shares issued to the undersigned at the First Closing and any
Subsequent Closing that the undersigned has Transferred. Base Amount equals the
sum of the total number of Units and Reorganization Shares issued to the
undersigned at the First Closing and any Subsequent Closing. Cumulative Elapsed
Quarterly Periods means the total number of Quarterly Periods that have elapsed
since the first anniversary of the First Closing, plus one.
Regency Realty Corporation
March 7, 1997
Page -2-
Nothing herein shall prevent the undersigned from making a Transfer (a
"Permitted Transfer") to a Person described in Section 11.3(a) of the
Partnership Agreement to whom a Limited Partner may transfer Units without the
consent of the General Partner, provided that such transferee agrees in writing
to be bound by the provisions of this Agreement. In order to effect any
Permitted Transfer, the undersigned must deliver to Regency a duly executed copy
of the instrument making such Permitted Transfer within 10 days after such
Permitted Transfer and such instrument must evidence the written acceptance by
the assignee of all of the terms and conditions of this Agreement and represent
that such assignment was made in accordance with all applicable laws and
regulations.
The foregoing agreements shall be binding on the undersigned and the
undersigned's respective heirs, personal representatives, successors and
permitted assigns.
Very truly yours,
/s/ X. Xxxxxxxxx Branch III
X. Xxxxxxxxx Xxxxxx XXX
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