0001140361-06-006508 Sample Contracts

FIRST AMENDMENT TO CONTRIBUTION AND SALE AGREEMENT
Contribution and Sale Agreement • May 1st, 2006 • Equity One, Inc. • Real estate investment trusts • Texas

THIS FIRST AMENDMENT TO CONTRIBUTION AND SALE AGREEMENT ("Amendment"), being entered into by the direct and indirect wholly-owned subsidiaries of Equity One, Inc., a Maryland corporation ("Equity One"), described on Exhibit A to the Agreement (as defined below) (each of the direct and indirect subsidiaries of Equity One described on such Exhibit A being referred to sometimes herein as a "Transferor" and collectively as "Transferors"), each having an address at c/o Equity One, Inc., 1600 N.E. Miami Garden Drive, North Miami Beach, Florida 33179; and Texas Retail Invest, LLC, a Delaware limited liability company having an address at c/o Investcorp International Realty, Inc., 280 Park Avenue, 36th floor, New York, New York 10017 ("Investcorp").

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CONTRIBUTION AND SALE AGREEMENT AMONG THE EQUITY ONE PARTIES DESCRIBED HEREIN AND TEXAS RETAIL INVEST, LLC
Contribution and Sale Agreement • May 1st, 2006 • Equity One, Inc. • Real estate investment trusts • New York

This CONTRIBUTION AND SALE AGREEMENT (this “Agreement”) is entered into as of this 24th day of March, 2006, by the direct and indirect wholly-owned subsidiaries of Equity One, Inc., a Maryland corporation (“Equity One”), described on Exhibit A (each of the direct and indirect subsidiaries of Equity One described on Exhibit A being referred to sometimes herein as a “Transferor” and collectively as “Transferors” or “Equity One Parties”), each having an address at c/o Equity One, Inc., 1600 N.E. Miami Garden Drive, North Miami Beach, Florida 33179; and Texas Retail Invest, LLC, a Delaware limited liability company having an address at c/o Investcorp International Realty, Inc., 280 Park Avenue, 36th floor, New York, New York 10017 (“Investcorp”). As used herein the term “Transferor” refers to each of the Equity One Parties with the express understanding that the obligations herein of each Transferor with respect to covenants, representations or warranties shall be joint and several.

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