AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF MERUELO MADDUX PROPERTIES, L.P. (a Delaware limited partnership)Limited Partnership Agreement • November 16th, 2006 • Meruelo Maddux Properties, Inc. • Real estate • Delaware
THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF MERUELO MADDUX PROPERTIES, L.P., dated as of [ ], is entered into by and among Meruelo Maddux Properties, Inc., a Delaware corporation (the “General Partner”), and the limited partners that are parties hereto from time to time as shown on Exhibit A (as in effect from time to time).
LONG TERM INCENTIVE PLAN UNIT AGREEMENT Under the Meruelo Maddux Properties, Inc. (Officers and Employees)Long Term Incentive Plan Unit Agreement • November 16th, 2006 • Meruelo Maddux Properties, Inc. • Real estate • Delaware
Pursuant to the Meruelo Maddux Properties, Inc. 2006 Equity Incentive Plan (the “Plan”) as amended through the date hereof and the Agreement of Limited Partnership, to be dated as of the Closing Date (as defined below) (the “Partnership Agreement”), of Meruelo Maddux Properties, L.P., a Delaware limited partnership (the “Partnership”), Meruelo Maddux Properties, Inc., a Delaware corporation and the general partner of the Partnership (the “Company”), for the provision of services to or for the benefit of the Partnership in a partner capacity or in anticipation of being a partner, hereby grants to the Grantee named above an Other Equity-Based Award (an “Award”) in the form of, and by causing the Partnership to issue to the Grantee named above, a Partnership Interest (as defined in the Partnership Agreement, as amended) having the rights, voting powers, restrictions, limitations as to distributions, qualifications and terms and conditions of redemption and conversion set forth herein and
REGISTRATION RIGHTS AGREEMENT BY AND AMONG MERUELO MADDUX PROPERTIES, INC., THE STOCKHOLDERS AND THE LTIP UNIT HOLDERS DATED AS OF NOVEMBER [ ], 2006Registration Rights Agreement • November 16th, 2006 • Meruelo Maddux Properties, Inc. • Real estate • California
THIS REGISTRATION RIGHTS AGREEMENT (including all exhibits and schedules, this “Agreement”) is made and entered into as of November [__], 2006, by and among MERUELO MADDUX PROPERTIES, INC., a Delaware corporation (the “Company”), holders of the Company’s common stock, par value $0.01 per share (the “Common Stock”) whose names are set forth on the signature pages hereto (each a “Stockholder” and collectively, the “Stockholders”) and holders of Long-Term Incentive Plan units (“LTIP Units”) in Meruelo Maddux Properties, L.P., a Delaware limited partnership (the “Operating Partnership”), whose names are set forth on the signature pages hereto (each a “LTIP Unit Holder” and collectively, the “LTIP Unit Holders”).
MERUELO MADDUX PROPERTIES, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • November 16th, 2006 • Meruelo Maddux Properties, Inc. • Real estate • Delaware
This Indemnification Agreement (this “Agreement”), dated as of , 2006, is made by and between Meruelo Maddux Properties, Inc., a Delaware corporation (the “Company”), and (the “Indemnitee”).
