AMENDMENT No. 2, dated as of September 15, 1999, to WARRANT AGREEMENT
dated as of September 15, 1998, as previously amended by Amendment No. 1 dated
as of August 30, 1999 (as amended, the "Original Agreement") between Insignia
Financial Group, Inc., a Delaware corporation formerly known as Insignia/ESG
Holdings, Inc. (the "Corporation"), and APTS Partners, L.P., a Delaware limited
partnership ("APTS"), providing for the issuance of warrants to purchase 316,667
shares of common stock, par value $.01 per share, of the Corporation.
WHEREAS, pursuant to that certain letter agreement dated the date
hereof, the Corporation and APTS desire to extend the Expiration Date (as
defined in the Original Agreement) of the Warrants provided for in the Original
Agreement;
NOW, THEREFORE, the parties hereto agree as follows:
1. Terms used herein shall have the meanings set forth in the Original
Agreement, unless otherwise defined herein.
2. The Expiration Date of the Warrants is hereby extended from
September 15, 1999 to June 1, 2000.
3. Except as set forth in this Amendment No. 2, the Original Agreement
is hereby ratified and conformed in all respects.
4. Any Warrant Certificate evidencing Warrants need not be amended to
reflect the change in Expiration Date provided for herein in order to give full
effect to such change.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2
to the Original Agreement to be duly executed and delivered by their proper and
duly authorized officers, as of the date and year first above written.
INSIGNIA FINANCIAL GROUP, INC.
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: Chairman and Chief Executive Officer
APTS PARTNERS, L.P.
By: APTS GP Partners, L.P., its general partner
By: APTS Acquisition Corporation, its general
partner
By: /s/ Xxxx X. X. Xxxxxxxxx
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Name: Xxxx X. X. Xxxxxxxxx
Title: Vice President
