EXHIBIT 10.15
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EQUITY ONE, INC.
FIRST AMENDMENT TO
STOCKHOLDERS AGREEMENT
This First Amendment to Stockholders Agreement (this "First Amendment")
is entered into on December 19, 2001 by and among Equity One, Inc., a Maryland
corporation (the "Corporation"), Xxxxx Xxxx Properties & Investments, Ltd., an
Israeli corporation or a wholly owned entity (the "Investor"), Gazit-Globe
(1982) Ltd., an Israeli corporation ("Globe"), M.G.N. (USA), Inc., a Nevada
corporation ("MGN"), and Gazit (1995), Inc., a Nevada corporation ("Gazit").
WHEREAS, the parties hereto have entered into a Stockholders Agreement
dated October 4, 2000 (the "Stockholders Agreement") (all terms not otherwise
defined herein shall have the meanings ascribed thereto in the Stockholders
Agreement);
WHEREAS, pursuant to the terms of the Stockholders Agreement, the
Investor and the Gazit-Globe Group agreed to certain rights relating to the
Common Stock purchased by the Investor; and
WHEREAS, subsequent to the execution of the Stockholders Agreement, the
Corporation has issued additional shares of its Common Stock, including in
connection with the acquisitions of Centrefund (U.S.) Realty Corporation and
United Investors Realty Trust; and
WHEREAS, given the recent issuance of Common Stock of the Corporation,
the Investor and the Gazit-Globe Group desire to amend certain provisions of the
Stockholders Agreement as more fully set forth herein;
NOW THEREFORE, in consideration of the mutual covenants and promises
contained herein and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
1. AMENDMENT TO THE STOCKHOLDERS AGREEMENT. The Stockholders Agreement
is hereby amended as follows:
1.1 SECTION 3(A) of the Stockholders Agreement is hereby
amended by deleting the same in its entirety and inserting in lieu thereof the
following:
"(a) So long as the Investor owns at least 3% of the
Corporation's total outstanding voting capital stock, on a
fully-diluted basis, the Investor may designate one nominee (the
"INVESTOR Director") to the Board of Directors. In addition, each
member of the Gazit-Globe Group hereby agrees, commencing as of the
date hereof and during the term of this Agreement, to vote all of its
Stockholder Shares and any other voting securities of the Corporation
over which such Stockholder has voting control and to take all other
necessary or desirable actions within its control (whether in its
capacity as a
stockholder, designator of a director, member of a Board of Directors
committee or officer of the Corporation or otherwise, and including,
without limitation, attendance at meetings for purposes of obtaining a
quorum and execution of written consents in lieu of meetings), and the
Corporation shall take all necessary and desirable actions within its
control (including, without limitation, calling special board and
stockholder meetings), so that such Investor Director is elected to the
Board of Directors of the Corporation.
1.2 SECTION 3(C) of the Stockholders Agreement is hereby
amended by deleting the same in its entirety and inserting in lieu thereof the
following:
"(c) To the extent the Investor loses the right to designate
an Investor Director by failing to meet the ownership requirements set
forth above, the Investor shall irrevocably lose the right to designate
an Investor Director for such position notwithstanding its later
acquiring a sufficient interest to meet the ownership requirements.
1.3 SECTION 3(D) of the Stockholders Agreement is hereby
deleted in its entirety.
2. REFERENCES. All references in the Stockholders Agreement to "this
Agreement" shall hereafter refer to the Stockholders Agreement as amended
hereby.
3. COUNTERPARTS. This First Amendment may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
4. FULL FORCE AND EFFECT. The Stockholders Agreement, as amended by
this First Amendment, shall continue in full force and effect, and nothing
herein contained shall be construed as a waiver or modification of existing
rights or obligations, under the Stockholders Agreement, except as such rights
or obligations are expressly modified hereby.
5. GOVERNING LAW. This First Amendment will be governed by and
construed in accordance with the laws of the State of Florida.
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IN WITNESS WHEREOF, the parties hereto have caused this First Amendment
to be executed on their behalf, by their respective officers, thereunto duly
authorized, on the date first written above.
EQUITY ONE, INC.
By: /s/ XXXXX XXXXXXX
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Xxxxx Xxxxxxx
Chairman of the Board and
Chief Executive Officer
XXXXX XXXX PROPERTIES & INVESTMENTS, LTD.
By: /s/ XXXXXX XXXX
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Xxxxxx Xxxx
Chief Executive Officer
GAZIT-GLOBE (1982) LTD.
By: /s/ XXXX XXXXX
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Xxxx Xxxxx
President
M.G.N. (USA), INC.
By: /s/ XXXXX XXXXXXX
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Xxxxx Xxxxxxx
President
GAZIT (1995), INC.
By: /s/ XXXXX XXXXXXX
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Xxxxx Xxxxxxx
President
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