0000950123-10-056329 Sample Contracts

STOCKHOLDERS AGREEMENT
Stockholders Agreement • June 7th, 2010 • Gazit-Globe LTD • Real estate investment trusts • New York

This STOCKHOLDERS AGREEMENT (this “Agreement”) is made as of the 23rd day of May, 2010, by and among Gazit-Globe, Ltd. (“Gazit Globe”), an Israeli corporation, MGN (USA) Inc., a Nevada corporation (“MGN”), Gazit (1995), Inc., a Nevada corporation (“1995”), MGN America, LLC, a Delaware limited liability company (“America”), Silver Maple, Inc., a Nevada corporation (“Silver Maple”), and Ficus, Inc., a Delaware corporation (“Ficus”, and together with Chaim Katzman, Gazit Globe, MGN, 1995, America, Silver Maple and any of their respective controlled Affiliates, the “Gazit Group”) and Gazit America, Inc., a Canadian corporation (“Gazit America”). The members of the Gazit Group are sometimes collectively referred to herein as the “Stockholders” and each individually as a “Stockholder.”

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EQUITY ONE, INC. FOURTH AMENDMENT TO STOCKHOLDERS AGREEMENT
Stockholders Agreement • June 7th, 2010 • Gazit-Globe LTD • Real estate investment trusts • Florida

This Fourth Amendment to Stockholders Agreement (this “Fourth Amendment”) is entered into on June 23, 2004, by and among Equity One, Inc., a Maryland corporation (the “Corporation”), Alony Hetz Properties & Investments Ltd., an Israeli corporation or a wholly owned entity (the “Investor”), Gazit-Globe (1982) Ltd., an Israeli corporation (“Globe”), MGN (USA), Inc., a Nevada corporation (“MGN”), and GAZIT (1995), Inc., a Nevada corporation (“Gazit”).

EQUITY ONE,. INC. THIRD AMENDMENT TO STOCKHOLDERS AGREEMENT
Stockholders Agreement • June 7th, 2010 • Gazit-Globe LTD • Real estate investment trusts • Florida

This Third Amendment to Stockholders Agreement (this “Third Amendment”) is entered into on May 23, 2003, by and among Equity One, Inc., a Maryland corporation (the “Corporation”), Alony Hetz Properties & Investments Ltd., an Israeli corporation or a wholly owned entity (the “Investor”), Gazit-Globe (1982) Ltd., an Israeli corporation (“Globe”), MGN (USA), Inc., a Nevada corporation (“MGN”), and GAZIT (1995), Inc., a Nevada corporation (“Gazit”).

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