0001193125-13-390799 Sample Contracts

BPG SUBSIDIARY INC. RESTRICTED STOCK GRANT AND ACKNOWLEDGMENT (Replacement Award for Blackstone Retail Transaction II Holdco L.P. Units)
Restricted Stock Grant and Acknowledgement • October 4th, 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”).

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Brixmor Property Group Inc. Shares1 Common Stock ($0.01 par value) Underwriting Agreement
Underwriting Agreement • October 4th, 2013 • Brixmor Property Group Inc. • Real estate investment trusts • New York

Brixmor Property Group Inc., a corporation organized under the laws of State of Delaware that will be converted (the “Conversion”) to a corporation organized under the laws of State of Maryland prior to the Closing Date (as defined herein) (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, [—] shares of common stock, $0.01 par value (“Common Stock”) of the Company (said shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). Upon receipt of the net proceeds of the sale of the Underwritten Securities on the Closing Date, the Company will contribute such net proceeds to BPG Subsidiary Inc., a Delaware corporation and a majority-owned subsidiary of the Company (“BPG Subsidiary”), in exchange for a number of shares of common stock of BPG Subsidiary (the “BPG Subsidiary Shares”) that is equivalent to the number of Underw

DIRECTOR RESTRICTED STOCK AWARD AGREEMENT
Director Restricted Stock Award Agreement • October 4th, 2013 • Brixmor Property Group Inc. • Real estate investment trusts • New York

THIS DIRECTOR RESTRICTED STOCK AGREEMENT (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 Brixmor Property Group Inc. (together with its successors and assigns, the “Company”) and the participant identified on the Signature Page attached hereto (the “Participant”).

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