REGISTRATION RIGHTS AGREEMENT by and among BRIXMOR PROPERTY GROUP INC. and the other parties hereto Dated as of [ ], 2013Registration Rights Agreement • September 23rd, 2013 • Brixmor Property Group Inc. • Real estate investment trusts • New York
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is dated as of [ ], 2013 and is by and among Brixmor Property Group Inc. (the “Company”), Blackstone (as defined below) and Centerbridge (as defined below).
BPG SUBSIDIARY INC. RESTRICTED STOCK GRANT AND ACKNOWLEDGMENT (Replacement Award for Blackstone Retail Transaction II Holdco L.P. Units)Restricted Stock Grant and Acknowledgement • September 23rd, 2013 • Brixmor Property Group Inc. • Real estate investment trusts • New York
THIS RESTRICTED STOCK GRANT AND ACKNOWLEDGEMENT (the “Agreement”), is made effective as of the date set forth on the signature page (the “Signature Page”) attached hereto (the “Date of Grant”), between BPG Subsidiary Inc., a Delaware corporation (together with its successors and assigns, the “Company”), the participant identified on the Signature Page attached hereto (the “Participant”) and Blackstone Retail Transaction II Holdco L.P., a Delaware limited partnership (the “Partnership”).
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF BRIXMOR OPERATING PARTNERSHIP LP a Delaware limited partnership THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR...Agreement • September 23rd, 2013 • Brixmor Property Group Inc. • Real estate investment trusts • Delaware
THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF BRIXMOR OPERATING PARTNERSHIP LP, dated as of [ ], 2013, is made and entered into by and among Brixmor OP GP LLC, a Delaware limited liability company, as the General Partner, BPG Subsidiary Inc., a Delaware corporation, as the Special Limited Partner, and any Additional Limited Partner that is admitted from time to time to the Partnership and listed in the books and records of the Partnership. This Agreement shall be effective at the Effective Time.
EXCHANGE AGREEMENTExchange Agreement • September 23rd, 2013 • Brixmor Property Group Inc. • Real estate investment trusts • Delaware
EXCHANGE AGREEMENT (this “Agreement”), dated as of [ ], 2013 among Brixmor Property Group Inc., a Maryland corporation, BPG Subsidiary Inc., a Delaware corporation, and the Holders (as defined herein).
SEPARATE SERIES AGREEMENTSeparate Series Agreement • September 23rd, 2013 • Brixmor Property Group Inc. • Real estate investment trusts • Delaware
THIS SEPARATE SERIES AGREEMENT, dated as of , 2013 (this “Separate Series Agreement”), is entered into by and among BRE Non-Core Assets Inc. (the “Series A Limited Partner”), as a Limited Partner associated with Series A (as defined below), Non-Core Series GP, LLC (the “Series A General Partner”), as the general partner associated with Series A, Brixmor OP GP LLC, as the general partner (the “General Partner”) of Brixmor Operating Partnership LP (the “Partnership”) on behalf of the Partnership and solely to effect the transactions contemplated by Section I.4 hereof and to evidence its withdrawal as a Limited Partner of the Partnership associated with Series A, BPG Subsidiary Inc., a Delaware corporation (the “Initial Series A Limited Partner”). Capitalized terms used herein and not otherwise defined are used as defined in the Amended and Restated Limited Partnership Agreement of the Partnership, dated as of , 2013, as amended by Amendment No. 1 thereto, dated as of , 2013 (as amended f
RELEASE AND WAIVER OF CLAIMSRelease and Waiver of Claims • September 23rd, 2013 • Brixmor Property Group Inc. • Real estate investment trusts • New York
This Release and Waiver of Claims (“Release”) is entered into and delivered to Brixmor Property Group Inc. (the “Company”) as of the 4th day of September, 2013 (the “Effective Date”), by Tiffanie Fisher (the “Executive”). The Executive and the Company agree as follows:
AMENDMENT NO. 1 TO THE AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF BRIXMOR OPERATING PARTNERSHIP LPBrixmor Operating Partnership Lp • September 23rd, 2013 • Brixmor Property Group Inc. • Real estate investment trusts • Delaware
This Amendment No. 1, dated as of , 2013 (this “Amendment No. 1”), is made to that certain Amended and Restated Limited Partnership Agreement of Brixmor Operating Partnership LP (the “Partnership”), dated as of , 2013 (as amended from time to time, the “Partnership Agreement”), by and among Brixmor OP GP LLC, a Delaware limited liability company, in its capacity as the general partner of the Partnership (the “General Partner”), and the Persons admitted to the Partnership and identified on the books and records of the Partnership as limited partners of the Partnership, in their respective capacities as limited partners of the Partnership (each, a “Limited Partner”). This Amendment No. 1 shall be effective simultaneously with the effectiveness of the Amended and Restated Limited Partnership Agreement of the Partnership, dated as of , 2013. The General Partner and the Limited Partners are hereinafter sometimes referred to collectively as the “Partners” and each of them individually as a “
