REGISTRATION RIGHTS AGREEMENT by and among BRIXMOR PROPERTY GROUP INC. and the other parties hereto Dated as of October 29, 2013Registration Rights Agreement • November 4th, 2013 • Brixmor Property Group Inc. • Real estate investment trusts • New York
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is dated as of October 29, 2013 and is by and among Brixmor Property Group Inc. (the “Company”), Blackstone (as defined below) and Centerbridge (as defined below).
STOCKHOLDERS AGREEMENT DATED AS OF October 29, 2013 AMONG BRIXMOR PROPERTY GROUP INC. AND THE OTHER PARTIES HERETOStockholders Agreement • November 4th, 2013 • Brixmor Property Group Inc. • Real estate investment trusts • Maryland
This Stockholders Agreement is entered into as of October 29, 2013 by and among Brixmor Property Group Inc. (the “Company”), and each of the other parties identified on the signature pages hereto (the “Investor Parties”).
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 • November 4th, 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 October 29, 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 • November 4th, 2013 • Brixmor Property Group Inc. • Real estate investment trusts • Delaware
EXCHANGE AGREEMENT (this “Agreement”), dated as of October 29, 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 • November 4th, 2013 • Brixmor Property Group Inc. • Real estate investment trusts • Delaware
THIS SEPARATE SERIES AGREEMENT, dated as of October 29, 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 October 29, 2013, as amended by Amendment No. 1 thereto, dated as of
AMENDMENT NO. 1 TO THE AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF BRIXMOR OPERATING PARTNERSHIP LPBrixmor Property Group Inc. • November 4th, 2013 • Real estate investment trusts • Delaware
This Amendment No. 1, dated as of October 29, 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 October 29, 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 October 29, 2013. The General Partner and the Limited Partners are hereinafter sometimes referred to collectively as the “Partners” and ea
