exv10w2






Exhibit 10.2




EXECUTION VERSION



 




REGISTRATION AND LIQUIDITY RIGHTS AGREEMENT





by and between



EQUITY ONE, INC.,



and



LIBERTY INTERNATIONAL HOLDINGS LIMITED



Dated as of January 4, 2011



 




 









 





REGISTRATION AND LIQUIDITY RIGHTS AGREEMENT




     This REGISTRATION AND LIQUIDITY RIGHTS AGREEMENT (this “Agreement”) is dated as of
January 4, 2011, by and between Equity One, Inc., a Maryland corporation (“Equity One”),
and Liberty International Holdings Limited (“LIH”), a private company limited by shares
organized under the laws of England and Wales (the “Holder” and collectively with any
permitted transferee or assignee hereunder, the “Holders”). Certain capitalized terms used
in this Agreement are defined in Article 1 of this Agreement.



RECITALS




     WHEREAS, LIH, Capital Shopping Centers plc, a public limited company organized under the laws
of England and Wales and Equity One are parties to that certain Contribution Agreement, made as of
May 23, 2010, as amended on November 8, 2010 (the “Contribution Agreement”) pursuant to
which LIH has agreed to contribute all of the outstanding shares of common stock of C&C (US) No. 1,
Inc., a Delaware corporation (“CapCo”), and Equity One has agreed to contribute certain
other assets, in each case to a limited liability company, to be formed as set forth in the
Contribution Agreement and named EQY-CSC LLC, (“EQY-CSC”), on such terms and in exchange
for such consideration as set forth in the Contribution Agreement;



     WHEREAS, in consideration for its contribution of CapCo Common Stock to the EQY-CSC, EQY-CSC
will issue EQY-CSC Class A Shares to LIH that shall be redeemable for cash or shares of EQY Common
Stock in accordance with the terms of the Operating Agreement;



     WHEREAS, concurrently with the Closing, pursuant to that certain Subscription Agreement, dated
as of January 4, 2011, between LIH and Equity One (the “Subscription Agreement”), LIH will
receive shares of EQY Common Stock and one share of Class A Common Stock of Equity One, in exchange
for the delivery and assignment to Equity One of the CapCo Note; and



     WHEREAS, Equity One and LIH desire to enter into this Agreement in order to grant LIH the
registration and liquidity rights contained herein.



     NOW THEREFORE, in consideration of the premises and the mutual promises and covenants
contained in this Agreement, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, LIH and Equity One hereby agree as follows:



ARTICLE 1. DEFINITIONS




     1.1 Definitions. For purposes of this Agreement, the following terms shall have the
respective meanings:




     (a) “Affiliate” means with respect to any Person, any other Person directly or
indirectly controlling, controlled by or under common control with such Person. For
purposes of this definition, “control,” when used with respect to any Person, means the
power to direct the management and policies of such Person, directly or indirectly,



 









 






whether through the ownership of voting securities, by contract or otherwise, and the
terms “controlling” and “controlled” have meanings correlative to the foregoing.




     (b) “Beneficially Own(s)” and “Beneficial Ownership” and similar
formulations have the same meanings as used for purposes of Section 13(d) of the Exchange
Act and, for the avoidance of doubt, with respect to the Holders, Beneficial Ownership of
EQY Common Stock shall include shares of EQY Common Stock issuable in redemption of the
EQY-CSC Class A Shares Beneficially Owned by the Holders.




     (c) “Block Out Day” means any day that (1) Equity One has suspended its
obligations to effect a Qualified Offering pursuant to Section 2.3(a)(iii) or
(a)(iv); (2) Equity One has suspended use of the prospectus forming part of
Registration Statement pursuant to Section 2.8; or (3) a Holder is subject to a
lock-up pursuant to Section 5.1.




     (d) “Business Day” means any day except a Saturday, Sunday or other day on
which commercial banks in New York, New York are authorized or required by law to be closed.




     (e) “CapCo Common Stock” means collectively, the shares of Class A common stock
of CapCo, $1.00 par value per share, and shares of Class B common stock of CapCo, $1.00 par
value per share.




     (f) “CapCo Note” means that certain $67.0 million promissory note of CapCo,
dated as of May 13, 2010 and attached as Exhibit A to the Subscription Agreement.




     (g) “Class A Common Stock” means the share of Class A Common Stock of Equity
One, $0.01 par value per share, issued pursuant to the Subscription Agreement.




     (h) “Closing” means the closing of the transactions contemplated by the
Contribution Agreement.




     (i) “Commission” means the Securities and Exchange Commission and any successor
thereto.




     (j) “Equity One Board” means the Board of Directors of Equity One as
constituted from time to time.




     (k) “Equityholders Agreement” means that certain Equityholders Agreement, dated
as of May 23, 2010, among Equity One, LIH, Gazit-Globe Ltd. and the other parties named
therein, attached as Exhibit C to the Contribution Agreement.




     (l) “EQY Common Stock” means shares of common stock of Equity One, $0.01 par
value per share, but does not include the share of Class A Common Stock.




     (m) “EQY Shares” means any and all shares of EQY Common Stock (i) issued to LIH
pursuant to that certain Subscription Agreement, (ii) issuable to LIH upon redemption of the
EQY-CSC Class A Shares held by LIH pursuant to the Operating



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Agreement and (iii) issued or issuable with respect to the foregoing by way of a stock
dividend or a stock split or in connection with a combination of shares, recapitalization,
merger, consolidation or other reorganization or otherwise.



     (n) “EQY-CSC Class A Share” means a Class A Share of EQY-CSC, which has the
rights, preferences and privileges designated in the Operating Agreement.



     (o) “Exchange Act” means the Securities Exchange Act of 1934, as amended, and
the rules and regulations thereunder.



     (p) “Market Value” means, with respect to a share of EQY Common Stock on a
particular date or at a particular time if the Market Value is being determined intra-day,
the following: (i) if the shares of EQY Common Stock are listed or admitted to trading on
any national securities exchange, the closing price on such day as reported by such national
securities exchange, or if the Market Value is being determined intra-day, the last reported
sale price at such time of determination, or if no such sale takes place on such day, the
average of the closing bid and asked prices on such day; (ii) if the shares of EQY Common
Stock are not listed or admitted to trading on any national securities exchange, the last
reported sale price on such day or, if no sale takes place on such day, the average of the
closing bid and asked prices on such day, as reported by a reliable quotation source
designated by Equity One; (iii) if the shares of EQY Common Stock are not listed or admitted
to trading on any national securities exchange and no such last reported sale price or
closing bid and asked prices are available, the average of the reported high bid and low
asked prices on such day, as reported by a reliable quotation source designated by Equity
One, or if there shall be no bid and asked prices on such day, the average of the high bid
and low asked prices, as so reported, on the most recent day (not more than ten (10) days
prior to the date in question) for which prices have been so reported; or (iv) if none of
the conditions set forth in clauses (i), (ii), or (iii) is met then Market Value shall be
determined in good faith by the Equity One Board and certified by resolution thereof.



     (q) “Operating Agreement” means the Limited Liability Company Agreement of
EQY-CSC, in the form attached as Exhibit D to the Contribution Agreement to be effective as
of the Closing, as thereafter amended, restated, modified, supplemented or replaced.



     (r) “Parent” means Capital Shopping Centres Group plc, a public limited company
organized under the laws of England and Wales.



     (s) “Person” means an individual, corporation, partnership (whether general or
limited), limited liability company, trust, estate, unincorporated organization,
association, custodian, nominee or any other individual or entity in its own or any
representative capacity.



     (t) “Qualified Offering” means a transaction (including an offering pursuant
to an effective registration statement) in which EQY Shares are sold to an underwriter on a
firm commitment basis for reoffering and resale to the public, an



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offering that is a “bought deal” with one or more investment banks, a block trade or
other sale of EQY Shares to one or more purchasers in a private placement transaction
pursuant to a limited offering or sales process.



     (u) “Registrable Securities” means the EQY Shares; provided,
however, that such Registrable Securities shall cease to be Registrable Securities
with respect to any Holder when:




     (i) a registration statement with respect to the sale of such Registrable
Securities has become effective under the Securities Act and all such Registrable
Securities have been disposed of in accordance with such registration statement;




     (ii) such Registrable Securities have been sold under any section of Rule 144
(or any successor rule) under the Securities Act;




     (iii) such Registrable Securities can be disposed of without registration or
limitation pursuant to Rule 144 (or any successor rule); provided that if any Holder
and its Affiliates Beneficially Own, in the aggregate, EQY Shares with a Market
Value of at least $50 million, all EQY Shares owned by such Holder and its
Affiliates shall remain Registrable Securities even though such shares may be sold
without registration or limitation pursuant to Rule 144 under the Securities Act;




     (iv) such Registrable Securities are held by Equity One or one of its
subsidiaries;




     (v) such Registrable Securities have been sold in a private transaction in
which the transferor’s rights under this Agreement are not assigned to the
transferee of such securities; or




     (vi) upon the Termination Date.




     (v) “Registration Expenses” means any and all expenses incident to the
performance of, or compliance with, this Agreement, including without limitation: (i) all
registration and filing fees; (ii) all fees and expenses associated with a required listing
of the Registrable Securities on any securities exchange or quotation service; (iii) fees
and expenses with respect to filings required to be made with the New York Stock Exchange
(and/or such other national securities exchange or national quotation service on which
            shares of EQY Common Stock are then listed or quoted) or the Financial Industry Regulatory
Authority; (iv) fees and expenses of compliance with securities or “blue sky” laws
(including reasonable fees and disbursements of counsel for the underwriters or holders of
securities in connection with blue sky qualifications of the securities and determination of
their eligibility for investment under the laws of such jurisdictions); (v) printing
expenses, messenger, telephone and delivery expenses; (vi) fees and disbursements of counsel
for Equity One and customary fees and expenses for independent certified public accountants
retained by Equity One (including the expenses of any comfort letters or costs associated
with the delivery by independent registered public accountants of a comfort letter or
comfort letters); and (vii) the expenses incurred



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by Equity One in connection with making road show presentations and holding meetings
with potential investors to facilitate the distribution; provided, however,
that Registration Expenses shall not include, and Equity One shall not have any obligation
to pay, any underwriting or placement agent discounts or commissions, if applicable,
attributable to the sale of such Registrable Securities, any legal fees and expenses of
counsel to any Holder, or any transfer taxes relating to the registration or sale of the
Registrable Securities.




     (w) “Securities Act” means the Securities Act of 1933, as amended, and the
rules and regulations thereunder.




     (x) “Selling Holder” means a Holder who is selling Registrable Securities
pursuant to a registration statement.




     (y) “Transaction Documents” has the meaning set forth in the Contribution
Agreement.




     (z) “Termination Date” means ten (10) years from the date of this Agreement.



     1.2 List of Other Defined Terms. The following capitalized terms are defined in the
sections or articles set forth below:



	 	 	 

	“Agreement”

	 	Introductory Paragraph
	“CapCo”

	 	Recitals
	“Contribution Agreement”

	 	Recitals
	“Effectiveness Period”

	 	Section 2.2
	“Equity One”

	 	Introductory Paragraph
	“EQY-CSC”

	 	Recitals
	“Halted Offering”

	 	Section 2.3(b)
	“Holder” and “Holders”

	 	Introductory Paragraph
	“Initial Registration Statement”

	 	Section 2.1
	“Inspectors”

	 	Section 3.1(m)
	“LIH”

	 	Introductory Paragraph
	“Permitted Period”

	 	Section 2.8
	“Qualified Offering Notice”

	 	Section 2.3(a)
	“Records”

	 	Section 3.1(m)
	“Registration Default”

	 	Section 2.9(a)
	“Registration Default Date”

	 	Section 2.9(a)
	“Registration Statement”

	 	Section 2.1
	“Special Payments”

	 	Section 2.9(a)
	“Special Payment Multiplier”

	 	Section 2.9(b)
	“Special Payment Price”

	 	Section 2.9(b)
	“Stand-Off Period”

	 	Section 5.1
	“Subscription Agreement”

	 	Recitals
	“Violation”

	 	Section 4.1






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ARTICLE 2. REGISTRATION RIGHTS




     2.1 Shelf Registration. As of the date hereof, an “automatic shelf registration
statement” as defined under Rule 405 under the Securities Act on Form S-3 (File No. 333-166800)
permitting the public offering and sale of all Registrable Securities on a continuous basis
pursuant to Rule 415 under the Securities Act (the “Initial Registration Statement”) has
been filed with the Commission and is currently effective under the Securities Act. If during the
Effectiveness Period the Initial Registration Statement shall cease to be effective, then Equity
One shall promptly, but in any event within thirty (30) Business Days thereof, file with the
Commission and use reasonable efforts to cause to be declared effective a registration statement on
an appropriate form under the Securities Act permitting the public offering and sale of all
Registrable Securities on a continuous basis pursuant to Rule 415 under the Securities Act (any
such registration statement, together with the Initial Registration Statement, the
“Registration Statement”).



     2.2 Effectiveness Period. Equity One shall keep the Registration Statement
continuously effective under the Securities Act until the date when all Registrable Securities
cease to be Registrable Securities (the “Effectiveness Period”). During the Effectiveness
Period, Equity One shall supplement or make amendments to the Registration Statement, if required
by the Securities Act or if reasonably requested by the Holders or an underwriter of the
Registrable Securities (whether or not required by the form on which the Registrable Securities are
being registered), including to reflect any specific plan of distribution or method of sale, and
shall use its best efforts to have such supplements and amendments declared effective, if required,
as soon as practicable after filing.



     2.3 Qualified Offerings.




     (a) Subject to Section 2.8, at any time during the Effectiveness Period, a
Holder may notify Equity One in writing that such Holder desires to sell its Registrable
Securities by means of a Qualified Offering (“Qualified Offering Notice”) and Equity
One shall take all commercially reasonable steps to facilitate such offering, including the
actions required by Article 3 hereof; provided, however, that Equity
One shall not be obligated to effect, or take any action to effect, a Qualified Offering if:




     (i) the Registrable Securities to be sold in the Qualified Offering do not have
an aggregate Market Value of at least $50 million as of the date of such Qualified
Offering Notice;




     (ii) such Qualified Offering Notice is received (x) less than 180 days after
the last date on which a Qualified Offering was effected pursuant to this
Section 2.3, or if longer, (y) before the expiration of any lock-up period
required by the underwriters in the prior Qualified Offering if such lock-up period
is not waived by the underwriters;




     (iii) at the time Equity One receives a Qualified Offering Notice, Equity One
is actively undertaking an underwritten offering of its stock and Equity One had
previously delivered a written notice to the Holders in accordance with Section
6.5 of its intention to undertake such proposed underwritten offering;



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provided that immediately following the date that Equity One ceases to
actively pursue or has completed such offering, subject to Section 5.1,
Equity One shall again be obligated to effect a Qualified Offering pursuant to this
Section 2.3 unless the Holder has withdrawn its request to effect a
Qualified Offering; or




     (iv) at the time Equity One receives a Qualified Offering Notice, Equity One is
in active discussions with underwriters regarding an underwritten offering of EQY
Common Stock and it is reasonably likely that such an underwritten offering will be
promptly initiated by Equity One, but Equity One has not yet delivered a written
notice to LIH in accordance with Section 2.3(a)(iii); provided,
however, that Equity One shall not be entitled to invoke this Section
2.3(a)(iv) to avoid its obligations to effect a Qualified Offering at any time
that Equity One has completed two (2) underwritten offerings in any rolling 365-day
period;




     provided, however, Equity One shall not be entitled to invoke either
Section 2.3(a)(iii) or (iv) to avoid its obligations to
effect a Qualified Offering at any time that the Holder shall have been subject to
an aggregate of 120 or more Block Out Days in any rolling 365-day period.




     (b) Any request for a Qualified Offering hereunder shall be made to Equity One by a
Qualified Offering Notice delivered to Equity One in accordance with the notice provisions
set forth in Section 6.5 of this Agreement. Notwithstanding the foregoing or any
other provisions of this Agreement, Equity One shall be obligated to effect no more than
four (4) Qualified Offerings pursuant to this Section 2.3 during the term of this
Agreement. An offering pursuant to this Section 2.3 shall not be counted as a
Qualified Offering unless such offering is completed; provided however that
such offering will be counted as a Qualified Offering if Equity One complies with all its
obligations under this Agreement and such offering did not close because the Selling Holders
rejected the ultimate price. In the event that (a) LIH delivers a Qualified Offering Notice
that is not withdrawn before Equity One has undertaken significant actions toward complying
with its obligations under this Section 2.3 in response to such notice, (b) Equity One
complies with all of its obligations under this Agreement and (c) the offering contemplated
by such notice does not close for any reason other than a fact, event, development or
circumstance relating to the business and operations of Equity One and not to the public
markets generally, then such offering shall be deemed a “Halted Offering”, and the Selling
Holders shall bear the Registration Expenses in connection therewith. Equity One shall have
no further obligations to effect an offering under this Section 2.3 after there has
occurred four (4) Qualified Offerings and two (2) Halted Offerings. For purposes of this
Section 2.3(b), “significant actions” shall mean the engagement of underwriters,
legal counsel and accountants by Equity One in connection with such offering after receiving
a Qualified Offering Notice.




     (c) In connection with each Qualified Offering pursuant to this Section 2.3,
Equity One and LIH will jointly determine in good faith:




     (i) the lead book runner(s) and/or placement agents, if any; and




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     (ii) such other matters affecting the structure and marketing of the
Qualified Offering.




     (d) The rights of LIH set forth in this Section 2.3 are personal to LIH and
except for a transfer or assignment to Parent or a controlled Affiliate of Parent, may not
be transferred or assigned (whether by operation of law or otherwise). Any such attempted
transfer or assignment shall be void and of no effect.



     2.4 Piggyback Rights.




     (a) If, at any time after the date which is five years from the date hereof, Equity One
proposes to conduct an underwritten public offering of any of its stock or other equity
securities solely for cash pursuant to an effective registration statement under the
Securities Act (other than registrations on Form S-8 or S-4 (or any successor forms) or
registrations in connection with dividend reinvestment plans and stock purchase plans), then
Equity One shall promptly give each Holder written notice of such proposed underwritten
offering. Upon the written request of any Holder given within ten (10) days after receipt of
such notice from Equity One, Equity One shall, subject to the provisions of Section
2.5(a), cause to be included in such offering all of the Registrable Securities that
each such Holder requests to be included therein.




     (b) No registration of Registrable Securities effected under Section 2.4(a)
shall relieve Equity One of its obligations pursuant to Sections 2.1, 2.2 or
2.3. From and after the date of this Agreement, Equity One shall not enter into any
agreement providing any Person with registration rights with respect to securities of Equity
One that are more favorable in any material respect than the rights granted to Holders under
Section 2.4(a) or that would interfere with Equity One’s obligations and ability to
effect a Qualified Offering pursuant to Section 2.3.




     (c) If, at any time Equity One is no longer able to invoke Sections 2.3(iii) or
(iv) or delay rights pursuant to Section 2.8 LIH proposes to conduct a
Qualified Offering pursuant to Section 2.3, Equity One shall, subject to the
provisions of Section 2.5(b), have the right to include in such Qualified Offering shares of Equity One’s stock or other Equity One equity securities that Equity One wishes to
include in such Qualified Offering.



     2.5 Underwriting Requirements.




     (a) In connection with any offering involving an underwriting of shares of Equity One’s
stock or other Equity One equity securities under Section 2.4(a), Equity One shall
not be required under Section 2.4(a) to include any of the Holders’ Registrable
Securities in such underwriting unless such Holder accepts the terms of the underwriting as
agreed upon between Equity One and the underwriters selected by it (or by other Persons
entitled to select the underwriters). If the total amount of securities, including
Registrable Securities, requested by stockholders to be included in such offering pursuant
to Section 2.4(a) exceeds the maximum amount of securities that the underwriters
determine in their sole discretion can be sold in such offering without adversely affecting



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the success of the offering by Equity One then Equity One shall be required to include
in such offering only that number of such Registrable Securities, if any, which the
underwriters determine in their sole discretion, will not adversely affect the success of
the offering (the Registrable Securities so included, if any, to be apportioned pro rata
among the Selling Holders according to the total amount of securities requested to be
included therein owned by each Selling Holder or in such other proportions if mutually
agreed to by such Selling Holders); provided that other sellers of securities
included in such offering shall also be cut-back pro rata based on the relative ownership of
such other sellers and the Selling Holders.




     (b) In connection with any Qualified Offering, no inclusion of Equity One’s stock or
other Equity One equity securities (or securities held by sellers that have notified Equity
One that they wish to participate in such offering) shall be required under Section
2.4(c) if the total amount of securities requested by Equity One (or such other sellers
to be included in such offering) exceeds the maximum amount of securities that the
underwriters determine in their sole discretion can be sold in such offering without
adversely affecting the success of the Qualified Offering by LIH and in such event only that
number of such Equity One securities (or securities of other sellers that have requested to
be included in such offering), which the underwriters determine in their sole discretion
will not adversely affect the success of the offering will be included therein. As of the
date of this Agreement, except for those agreements, arrangements or understandings
identified on Schedule 2.5(b) attached hereto, there are no agreements, arrangements
or understandings with any Person that grant such Person rights to participate in a
Qualified Offering. From and after the date of this Agreement, Equity One will not enter
into any new agreement, arrangement or understanding providing any Person with rights to
participate in a Qualified Offering (or modify or amend any of the existing agreements,
arrangements or understandings set forth on Schedule 2.5(b) to provide any Person
with any new or additional rights to participate in a Qualified Offering); provided,
however, that such agreements, arrangements, or understandings may be modified in
any other way.



     2.6 Furnish Information. It shall be a condition precedent to the obligations of
Equity One to take any action pursuant to this Article 2 with respect to the Registrable
Securities of any Selling Holder that such Selling Holder furnish to Equity One such information
regarding itself, the Registrable Securities held by it, and the intended method of disposition of
such securities as shall be required to effect the registration of such Selling Holder’s
Registrable Securities.



     2.7 Expenses of Registration.




     (a) Except as otherwise provided in this Agreement, Equity One shall bear all
Registration Expenses incurred in connection with the registration of the Registrable
Securities pursuant to this Agreement and Equity One’s performance of its other obligations
under the terms of this Agreement. All registration and filing fees associated with
registering the Registrable Securities on the Initial Registration Statement have been paid
by Equity One on or prior to the date of the filing of the Initial Registration Statement.
The Holders shall bear all underwriting discounts, commissions or taxes (including transfer
taxes) attributable to the sale of Registrable Securities by the Holders



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and all expenses (other than any Registration Expenses) incurred in connection with the
performance by the Holders of their obligations under the terms of this Agreement.




     (b) Notwithstanding the foregoing provisions or anything to the contrary contained
herein, in the case of Qualified Offerings effected pursuant to Section 2.3, Equity
One shall bear all reasonable Registration Expenses incurred in connection with the first
two (2) of such Qualified Offerings, and the Holders will pay all reasonable Registration
Expenses, including without limitation, Registration Expenses of Equity One (other than
those set forth in clauses (i), (ii) and (iii) of the definition of Registration Expenses),
in connection with any additional Qualified Offerings effected pursuant to Section
2.3. Notwithstanding the foregoing, if Equity One exercises its piggyback rights under
Section 2.4(c) Equity One shall bear all reasonable Registration Expenses incurred
in connection with such offering and such offering shall not be counted when determining
whether Equity One has paid Registration Expenses in connection with the first two (2) of
such Qualified Offerings.



     2.8 Delay Rights. Notwithstanding anything to the contrary contained herein, Equity
One may, upon written notice (which notice shall include a certificate signed by an executive
officer of Equity One that Equity One is suspending the use of the prospectus) to any Selling
Holder whose Registrable Securities are included in the Registration Statement, suspend such
Selling Holder’s use of any prospectus which is a part of the Registration Statement (in which
event the Selling Holder shall discontinue sales of the Registrable Securities pursuant to the
Registration Statement, but such Selling Holder may settle any such sales of Registrable
Securities) if any of the following events occur: (a) Equity One is pursuing a material
acquisition, merger, reorganization, disposition or other similar transaction and the Equity One
Board determines in good faith that Equity One’s ability to pursue or consummate such a transaction
would be materially adversely affected by any required disclosure of such transaction in the
Registration Statement or (b) Equity One has experienced some other material non-public event the
disclosure of which at such time, in the good faith judgment of the Equity One Board, would
materially adversely affect Equity One; provided, however, in no event shall Equity
One be entitled to impose any such suspension if the aggregate number of Block Out Days to which
the Holder has been subject shall exceed one hundred and twenty (120) days in any rolling 365-day
period (the “Permitted Period”). Upon disclosure of such information or the termination of
the conditions described above or expiration of the Permitted Period, Equity One shall promptly (x)
provide notice to the Selling Holders whose Registrable Securities are included in the Registration
Statement, (y) terminate any suspension of sales it has put into effect and (z) take such other
actions necessary to permit registered sales of Registrable Securities as required or contemplated
by this Agreement, including, if necessary, preparation and filing of a post-effective amendment or
prospectus supplement.



     2.9 Special Payments.




     (a) If, during the Effectiveness Period, the Registration Statement shall cease to be
effective or otherwise fail to be usable for its intended purpose for any reason except as
specifically permitted herein with respect to any applicable Permitted Period (any such
event being referred to as a “Registration Default” and the date on which the
Registration Statement ceases to be effective or otherwise usable being referred to as the
“Registration Default Date”), then, in addition to any rights available to the
Holders



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hereunder (including, without limitation, pursuant to Section 6.12) or under
applicable law, Equity One shall pay the Holders an amount in cash, as partial liquidated
damages and not a penalty, with respect to the Registrable Securities held by each such
Holder, equal to 0.25% of the Special Payment Multiplier per 30 day period for the first 30
days following the Registration Default Date, increasing to 0.50% of the Special Payment
Multiplier for the subsequent 30 day period and increasing to a maximum of 1.00% of the
Special Payment Multiplier per each subsequent 30 day period (if the applicable Registration
Default shall not have been cured by such period) until the applicable Registration Default
is cured (the “Special Payments”). The Special Payments pursuant to the terms hereof
shall apply on a daily pro rata basis for any portion of a month prior to the cure of a
Registration Default. For purposes of this Section 2.9, a Registration Default shall
be deemed cured on the date that (i) the Registration Statement is again effective and
usable for its intended purpose and (ii) notice of such cure is delivered to the Holders in
accordance with the notice provisions set forth in Section 6.5 of this Agreement.




     (b) For purposes of this Agreement, the “Special Payment Multiplier” means the
product of the Special Payment Price times the Registrable Securities held by the applicable
Holder; and “Special Payment Price” means the Exchange Price (as defined in the
Contribution Agreement), as adjusted pursuant to the Contribution Agreement as of the
Closing, subject to adjustment from time to time as follows:




     (i) Upon Dividends, Distributions, Subdivisions, Splits or
Consolidations. If, at any time after the date of this Agreement, the number of
outstanding shares of EQY Common Stock is (A) increased by a dividend or share
distribution payable in shares of EQY Common Stock (or in securities convertible
into, or exchangeable or exercisable for, EQY Common Stock) or by a subdivision or
forward split of the outstanding shares of EQY Common Stock or (B) decreased by a
consolidation or reverse split of the outstanding shares of EQY Common Stock, then
the Special Payment Price shall be adjusted by multiplying such Special Payment
Price immediately prior to such event by a fraction, the numerator of which shall be
the number of shares of EQY Common Stock outstanding immediately prior to such
event, and the denominator of which shall be the number of shares of EQY Common
Stock outstanding immediately thereafter; provided that if a dividend or share
distribution is payable in securities convertible into, or exchangeable or
exercisable for, EQY Common Stock, then for purposes of determining the denominator
above, the number of shares of EQY Common Stock outstanding immediately thereafter
shall be deemed to include the maximum number of shares of EQY Common Stock
(assuming the satisfaction of any conditions to convertibility, exercisability or
exchangeability but without regard to any provision contained therein for a
subsequent adjustment of such number) issuable upon the conversion, exercise or
exchange of such securities.




     (ii) Other Adjustments. In the event of any reorganization,
recapitalization, reclassification or other like change in the outstanding shares of
EQY Common Stock at any time after the date of this Agreement for which an
adjustment is not otherwise provided under Section 2.9(b)(i), the Special
Payment



11









 






Price shall be equitably adjusted to reflect the effects of such
reorganization, recapitalization, reclassification or other like change.





     (c) Notwithstanding anything to the contrary set forth in this Agreement, in the event
that a Registration Default occurs after the date that LIH no longer Beneficially Owns any
shares of EQY Common Stock issued pursuant to the Subscription Agreement, Special Payments
will accrue as provided in Section 2.9 but will not be payable unless and until
Equity One receives a redemption notice pursuant to the Operating Agreement and LIH notifies
Equity One that it has a good faith intention to sell the shares of EQY Common Stock
received upon the redemption of the EQY-CSC Class A Shares.



ARTICLE 3. REGISTRATION PROCEDURES




     3.1 Registration Procedures. Whenever required under Article 2 to effect the
registration of any Registrable Securities or facilitate the distribution thereof pursuant to an
effective registration statement (including the Registration Statement), Equity One shall, as
expeditiously as reasonably practicable:




     (a) cause the Registration Statement to remain or be effective for the period set forth
in Section 2.2 hereof;




     (b) prepare and file with the Commission such amendments, post-effective amendments and
supplements to such registration statement and the prospectus used in connection therewith
as may be necessary to cause or maintain the effectiveness of such registration statement
and to comply with the provisions of the Securities Act with respect to the disposition of
all Registrable Securities covered by such registration statement during the period in which
such registration statement is required to be kept effective; provided,
however, that before filing such registration statement or any amendments or
supplements thereto or the prospectus used in connection therewith, Equity One will furnish
copies of all such documents proposed to be filed, including documents incorporated by
reference, to counsel for the Holders, the underwriters, if any, and counsel for the
underwriters of Registrable Securities covered by such registration statement and provide
reasonable time for such Holders, underwriters and their respective counsel to comment upon
such documents if so requested by a Holder or any underwriters;




     (c) furnish to each Holder of Registrable Securities being registered and the
underwriters, if any, without charge, such number of conformed copies of such registration
statement and of each such amendment and supplement thereto (in each case including all
exhibits) other than those which are being incorporated into such registration statement by
reference, such number of copies of the prospectus contained in such registration statements
(including each complete prospectus and any summary prospectus) and any other prospectus
filed under Rule 424 under the Securities Act in conformity with the requirements of the
Securities Act, and such other documents, including documents incorporated by reference, as
any Holder or underwriter may reasonably request to the extent such other documents are not
available on the Commission’s Electronic Data Gathering Analysis and Retrieval System;



12









 






     (d) register or qualify all Registrable Securities under such other securities or “blue
sky” laws of such jurisdictions as the Holders and the underwriters of the securities being
registered, if any, shall reasonably request, to keep such registration or qualification in
effect for so long as such registration statement is required to be kept effective, and take
any other action which may be reasonably necessary or advisable to enable the Holders to
consummate the disposition in such jurisdiction of the Registrable Securities owned by the
Holders, provided, that Equity One shall not for any such purpose be required to
qualify generally to do business as a foreign company or to register as a broker or dealer
in any jurisdiction where it would not otherwise be required to qualify but for this
Section 3.1(d), or to consent to general service of process in any such
jurisdiction, or to be subject to any material tax obligation in any such jurisdiction where
it is not then so subject;




     (e) immediately notify the Holders if at any time a prospectus relating to the
Registrable Securities is required to be delivered under the Securities Act, Equity One
becomes aware of the happening of any event as a result of which the applicable registration
statement or the prospectus included in such registration statement, as then in effect,
includes an untrue statement of a material fact or omits to state any material fact required
to be stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading, and, subject to Section
2.8, at the request of the Holders, promptly prepare and furnish to the Holders a
reasonable number of copies of a supplement to or an amendment of such registration
statement or such prospectus as may be necessary so that such registration statement or, as
thereafter delivered to the purchasers of such securities, such prospectus shall not include
an untrue statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading;




     (f) comply or continue to comply with the Securities Act and the Exchange Act and with
all applicable rules and regulations of the Commission thereunder so as to enable any
Holder to sell its Registrable Securities pursuant to Rule 144 promulgated under the
Securities Act, including without limitation to:




     (i) make and keep public information available, as those terms are understood
and defined in Rule 144(c)(1) or any similar or analogous rule promulgated under the
Securities Act;




     (ii) file with the Commission, in a timely manner, all reports and other
documents required of Equity One under the Exchange Act; and




     (iii) to the extent required from time to time to enable Holders to sell
Registrable Securities without registration under the Securities Act within the
limitation of the exemptions provided by Rule 144, furnish to such Holder upon
request a written statement by Equity One as to its compliance with the reporting
requirements of Rule 144 under the Securities Act, and of the Exchange Act; a copy
of the most recent annual or quarterly report of Equity One; and such other reports
and documents as such Holder may reasonably request;



13









 






     (g) provide a transfer agent and registrar for all Registrable Securities covered by
such registration statement not later than the effective date of such registration
statement;




     (h) list all Registrable Securities covered by such registration statement on any
securities exchange or national quotation system on which any such class of securities is
then listed or quoted and cause to be satisfied all requirements and conditions of such
securities exchange or national quotation system to the listing or quoting of such
securities that are reasonably within the control of Equity One including, without
limitation, registering the applicable class of Registrable Securities under the Exchange
Act, if appropriate, and using commercially reasonable efforts to cause such registration to
become effective pursuant to the rules of the Commission in accordance with the terms
hereof;




     (i) notify each Holder, promptly after it shall receive notice thereof, of the time
when such registration statement, or any post-effective amendments to such registration
statement, shall have become effective, or a supplement to any prospectus forming part of
such registration statement has been filed or when any document is filed with the Commission
which would be incorporated by reference into the prospectus;




     (j) notify each Holder of any written comments by the Commission or any request by the
Commission for the amendment or supplement of such registration statement or prospectus or
for additional information and respond promptly to the Commission’s requests;




     (k) advise each Holder, promptly after it shall receive notice or obtain knowledge
thereof, of (i) the issuance of any stop order, injunction or other order or requirement by
the Commission suspending the effectiveness of such registration statement or the initiation
or threatening of any proceeding for such purpose and use all commercially reasonable
efforts to prevent the issuance of any stop order, injunction or other order or requirement
or to obtain its withdrawal if such stop order, injunction or other order or requirement
should be issued, (ii) the issuance by any state securities or other regulatory authority of
any order suspending the qualification or exemption from qualification of any of the
Registrable Securities under state securities or “blue sky” laws or the initiation or threat
of initiation of any proceedings for that purpose and (iii) the removal of any such stop
order, injunction or other order or requirement or proceeding or the lifting of any such
suspension;




     (l) use best efforts to obtain as soon as practicable the lifting of any stop order
that is issued suspending the effectiveness of such registration statement;




     (m) make available for inspection by any Selling Holder, any underwriter participating
in any disposition pursuant to such registration statement and any attorney, accountant or
other professional retained by any such Holder or underwriter (collectively, the
“Inspectors”), all financial and other records, pertinent corporate documents and
properties of Equity One (collectively, the “Records”) as shall be reasonably
requested, and cause Equity One’s officers, directors and employees to supply all
information




14











 






reasonably requested by any such Inspector in connection with establishing a
defense under Section 11 of the Securities Act with respect to such registration statement.
Records which Equity One determines, in good faith, to be confidential and which it notifies
the Inspectors are confidential shall not be disclosed by the Inspectors unless (i) the
disclosure of such Records is necessary to avoid or correct a misstatement or omission in
such registration statement or (ii) the release of such Records is ordered pursuant to a
subpoena or other order from a court of competent jurisdiction;




     (n) subject to Section 2.3 hereof, if a disposition of Registrable Securities
takes the form of a Qualified Offering, furnish to each Holder and to each underwriter, if
any, a signed counterpart, addressed to such Holder or underwriter, of (i) an opinion or
opinions of counsel to Equity One and updates thereof and (ii) if eligible under applicable
accounting standards, a comfort letter or comfort letters from Equity One’s independent
public accountants, each in customary form and covering such matters of the type customarily
covered by opinions or comfort letters, as the case may be, as the Holders of a majority of
the Registrable Securities included in such offering or the managing underwriter or
underwriters therefor reasonably requests; and




     (o) subject to Section 2.3 hereof, if a disposition of Registrable Securities
takes the form of a Qualified Offering, enter into a written underwriting, placement or
similar agreement with any underwriters, placement agents or brokers in such form and
containing such provisions as are customary for an issuer in connection with a secondary
sale of equity securities pursuant to a Qualified Offering and Equity One will use its
commercially reasonable efforts to facilitate a secondary sale of the Registrable Securities
(including making members of senior management of Equity One reasonably available to
participate in, and cause them to reasonably cooperate with the underwriters, placement
agents and brokers in connection with, “road-show” and other customary marketing
activities). The Selling Holders shall be parties to any such underwriting, placement or
similar agreement.




3.2 Covenants of Holders.




     (a) In connection with the filing of any registration statement covering Registrable
Securities, each Selling Holder shall furnish in writing to Equity One such information
regarding such Holder (and any of its Affiliates), the Registrable Securities to be sold,
the intended method of distribution of such Registrable Securities and such other
information requested by Equity One as is necessary or as it reasonably deems advisable for
inclusion in the registration statement relating to such offering pursuant to the Securities
Act. Such writing shall expressly state that it is being furnished to Equity One for use in
the preparation of a registration statement, preliminary prospectus, supplementary
prospectus, final prospectus or amendment or supplement thereto, as the case may be. Each
Selling Holder agrees to deliver or cause delivery of the prospectus contained in any
registration statement to any purchaser of the shares covered by such registration statement
from such Holder to the extent required by law.




     (b) Each Holder agrees by acquisition of the Registrable Securities that (i) upon
receipt of any notice from Equity One of the happening of any event of the kind



15









 






described in Section 3.1(e) hereof, such Holder will forthwith discontinue its
disposition of Registrable Securities pursuant to the registration statement relating to
such Registrable Securities until such Holder’s receipt of the copies of the supplemented or
amended prospectus contemplated by Section 3.1(e) hereof; (ii) upon receipt of any
notice from Equity One of the happening of any event of the kind described in clause (i) of
Section 3.1(k) hereof, such Holder will discontinue its disposition of Registrable
Securities pursuant to such registration statement until such Holder’s receipt of the notice
described in clause (iii) of Section 3.1(k) hereof; and (iii) upon receipt of any
notice from Equity One of the happening of any event of the kind described in clause (ii) of
Section 3.1(k) hereof, such Holder will discontinue its disposition of Registrable
Securities pursuant to such registration statement in the applicable state jurisdiction(s)
until such Holder’s receipt of the notice described in clause (iii) of Section
3.1(k) hereof.



ARTICLE 4. INDEMNIFICATION




     4.1 Indemnification by Equity One. To the fullest extent permitted by law, Equity One
shall indemnify and hold harmless each Holder, any underwriter (as defined in the Securities Act)
for such Holder and each Person, if any, who controls such Holder or such Holder’s securities or
such underwriter within the meaning of the Securities Act or the Exchange Act, and each officer,
director, agent, employee and partner of the foregoing against any losses, claims, damages,
liabilities (joint or several), costs and expenses (or actions in respect of any of the foregoing),
including amounts paid in settlement, arising out of or based upon any of the following statements,
omissions or violations (collectively a “Violation”): (i) any untrue statement or alleged
untrue statement of a material fact contained in any registration statement, including any
preliminary prospectus or final prospectus contained therein or any amendments or supplements
thereto or any other document incorporated by reference therein, (ii) the omission or alleged
omission of a material fact required to be stated therein or necessary to make the statements
therein (in the case of any prospectus, in light of the circumstances under which they were made)
not misleading, or (iii) any violation or alleged violation by Equity One of the Securities Act,
the Exchange Act, any state securities law or any rule or regulation promulgated under the
Securities Act, the Exchange Act or any state securities law; and Equity One will pay to each such
indemnified Person any legal or other expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, damage, liability or action; provided,
however, that the indemnity agreement contained in this Section 4.1 shall not apply
to amounts paid in settlement of any such loss, claim, damage, liability or action if such
settlement is effected without the consent of Equity One (which consent shall not be unreasonably
withheld), nor shall Equity One be liable in any such case for any such loss, claim, damage,
liability or action to the extent that it arises out of or is based upon a Violation which occurs
in reliance upon and in conformity with information furnished in writing expressly for use in
connection with such registration by such Holder, underwriter or controlling Person.



     4.2 Indemnification by the Holders. To the fullest extent permitted by law, each
Selling Holder shall indemnify and hold harmless Equity One, each of its directors, each of its
officers who has signed the registration statement in which the Selling Holder is participating,
each Person, if any, who controls Equity One within the meaning of the Securities Act, any
underwriter and any controlling person of any such underwriter, against any losses, claims,
damages, liabilities (joint or several), costs and expenses (or actions in respect of any of the
foregoing), including amounts paid in settlement, in connection with, arising out of or based upon
any Violation, in each



16









 




case to the extent (and only to the extent) that such Violation occurs in reliance upon and in
conformity with information furnished in writing by such Holder expressly for use in connection
with such registration statement, and each such Holder will pay to each such indemnified party any
legal or other expenses reasonably incurred by them in connection with investigating or defending
any such loss, claim, damage, liability or action; provided, however, that the
indemnity agreement contained in this Section 4.2 shall not apply to amounts paid in
settlement of any such loss, claim, damage, liability or action if such settlement is effected
without the consent of the Holder (which consent shall not be unreasonably withheld);
provided, further, that the obligation to indemnify and hold harmless shall be
several, not joint and several, among such Selling Holders and the liability of each such Selling
Holder shall be in proportion to and limited to the gross proceeds received by such Selling Holder
from the sale of Registrable Securities pursuant to such registration statement.




     4.3 Notices of Claims, Etc. In the event of the commencement of any action or
proceeding (including any governmental investigation) with respect to which an indemnified party
seeks indemnification or contribution pursuant to this Article 4, such indemnified party
will promptly deliver to the indemnifying party a written notice of the commencement thereof and
the indemnifying party shall have the right to participate in, and, to the extent the indemnifying
party so desires, jointly with any other indemnifying party similarly noticed, to assume, at the
indemnifying party’s expense, the defense thereof, with counsel reasonably satisfactory to the
indemnified party, by giving written notice to the indemnified party within twenty (20) days of the
receipt of written notice from the indemnified party of such proceeding of its intention to do so
and acknowledging in writing the obligations of the indemnifying party with respect to such
proceeding; provided, however, that an indemnified party (together with all other
indemnified parties which may be represented without conflict by one counsel) shall have the right
to retain one separate counsel, with the fees and expenses to be paid by the indemnifying party, if
representation of such indemnified party by the counsel retained by the indemnifying party would be
inappropriate due to actual or potential differing interests between such indemnified party and any
other party represented by such counsel in such proceeding. The failure to deliver written notice
to the indemnifying party within a reasonable time of receipt of notice of any such proceeding
shall not relieve the indemnifying party of any liability to the indemnified party under this
Article 4 except to the extent the indemnifying party was materially prejudiced by such
failure (and, in any event, the omission so to deliver written notice to the indemnifying party
will not relieve it of any liability that it may have to any indemnified party otherwise than under
this Article 4). No indemnifying party, in the defense of any pending or threatened claim
or litigation, shall, except with the consent of each indemnified party, consent to entry of any
judgment or enter into any settlement unless such settlement (i) includes as an unconditional term
thereof the giving by the claimant or plaintiff to such indemnified party of a release from all
liability in respect to such claim or litigation and (ii) does not include any statement as to or
any admission of fault, culpability or a failure to act by or on behalf of any indemnified party.
Each indemnified party shall furnish such information regarding itself or the claim in question as
an indemnifying party may reasonably request in writing and as shall be reasonably required in
connection with defense of such claim and litigation resulting therefrom.



     4.4 Contribution. If the indemnification provided for in this Article 4 is
held by a court of competent jurisdiction to be unavailable to an indemnified party with respect to
any loss, liability, claim, damage or expense referred to therein, then the indemnifying party, in
lieu of indemnifying such indemnified party hereunder, shall contribute to the amount paid or
payable by



17









 




such indemnified party as a result of such loss, liability, claim, damage or expense in such
proportion as is appropriate to reflect the relative fault of the indemnifying party on the one
hand and of the indemnified party on the other in connection with the statements or omissions that
resulted in such loss, liability, claim, damage or expense as well as any other relevant equitable
considerations. The relative fault of the indemnifying party and of the indemnified party shall be
determined by reference to, among other things, whether the untrue or alleged untrue statement of a
material fact or the omission to state a material fact relates to information supplied by the
indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access
to information, and opportunity to correct or prevent such statement or omission. The parties
hereto agree that it would not be just or equitable if the contribution pursuant to this
Section 4.4 were to be determined solely by pro rata allocation or by any other method of
allocation that does not take into account such equitable considerations. In no event shall the
liability of an indemnifying party under this Section 4.4 be greater in amount than such
Person would have been obligated to pay by way of indemnification if the indemnification provided
for under Section 4.1 or Section 4.2 hereof, as applicable, had been available
under the circumstances. No Person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not
guilty of fraudulent misrepresentation. A Selling Holder’s obligation to contribute pursuant to
this Section 4.4 shall be in proportion to and limited to the gross proceeds received by
such Selling Holder from the sale of Registrable Securities pursuant to such registration
statement.




     4.5 Survival; Conflict. The obligations of Equity One and the Holders under this
Article 4 shall survive the completion of any offering of Registrable Securities in a
registration statement under Article 2 or otherwise. Notwithstanding the foregoing, except
to the extent set forth herein with respect to indemnification of Equity One, to the extent that
the provisions on indemnification and contribution contained in the underwriting agreement entered
into in connection with a Qualified Offering are in conflict with the foregoing provisions, the
provisions in the underwriting agreement shall control.



ARTICLE 5. MARKET STAND-OFF AGREEMENT




     5.1 Market Stand-Off Agreement. Each Holder hereby agrees that it shall not, to the
extent requested by an underwriter of securities of Equity One, directly or indirectly sell, offer,
pledge, contract to sell, sell any option or contract to purchase, purchase any option or contract
to sell (including without limitation any short sale), grant any option, right or warrant for the
sale of or otherwise transfer or dispose of any Registrable Securities within seven (7) days prior
to and for up to forty-five (45) days following the effective date of a registration statement of
Equity One filed under the Securities Act or the date of an underwriting agreement with respect to
a firm commitment underwritten public offering of Equity One’s securities without the consent of
the underwriter (the “Stand-Off Period”); provided, however, that:




     (a) all executive officers and directors of Equity One and each member of the Gazit
Group (as defined in the Equityholders Agreement) then holding EQY Common Stock shall enter
into similar agreements for not less than the entire time period required of the Holders
hereunder;



18









 






     (b) Equity One shall use commercially reasonable efforts to obtain similar agreements
from each 5% or greater stockholder of Equity One, for not less than the entire time period
required of the Holders hereunder; and




     (c) the Holders shall be allowed any concession or proportionate release allowed to
any (i) officer, (ii) director, (iii) other 5% or greater stockholder of Equity One or (iv)
any member of the Gazit Group that entered into similar agreements;




     provided further that this Section 5.1 shall not be applicable to a Holder
at any time that the Holder has been subject to 120 or more Block Out Days in any rolling
365 day period.



     5.2 Lock-up. With respect to any Qualified Offering of Registrable Securities by
Holders pursuant to Section 2.3 that is a firm commitment underwritten public offering or
bought deal, Equity One agrees not to effect any public sale or distribution, or to file any
registration statement (other than registrations on Form S-8 or S-4 (or any successor forms) or
registrations in connection with dividend reinvestment plans and stock purchase plans) covering
shares of EQY Common Stock or any derivatives thereof, within seven (7) days prior to and for up to
forty-five (45) days following the effective date of such offering as requested by the managing
underwriter for such offering. Equity One also agrees to use commercially reasonable efforts to
cause such of its directors and senior executive officers to execute and deliver customary lock-up
agreements in such form and for the entire time period required of Equity One hereunder.



ARTICLE 6. MISCELLANEOUS




     6.1 Termination; Survival. The rights of each Holder under this Agreement shall
terminate upon the earlier of (a) the date that all of the Registrable Securities held by such
Holder cease to be Registrable Securities, and (b) the Termination Date. Notwithstanding the
foregoing, the obligations of the parties under Article 4, Section 6.3, Section
6.4, Section 6.12, Section 6.15 and Section 6.16 hereof, and any claim
based on fraud or intentional misrepresentation, shall survive the termination of this Agreement.



     6.2 Counterparts. This Agreement may be executed manually or by facsimile in multiple
counterparts. If so executed, all of such counterparts shall constitute but one agreement, and, in
proving this Agreement, it shall not be necessary to produce or account for more than one such
counterpart.



     6.3 Applicable Law; Jurisdiction. This Agreement shall be governed by and construed
in accordance with the internal laws of the State of New York applicable to agreements made and to
be performed entirely within such State, without regard to the conflicts of law principles of such
State.



     6.4 Prior Agreement; Construction; Entire Agreement. This Agreement, when taken with
the other Transaction Documents, represents the entire agreement among each of the parties hereto
with respect to the subject matter hereof. It is expressly understood that no representations,
warranties, guarantees or other statements shall be valid or binding upon a party unless expressly
set forth in this Agreement. It is further understood that any prior agreements or understandings
between the parties with respect to the subject matter hereof have merged in this



19









 




Agreement, which alone fully expresses all agreements of the parties hereto as to the subject
matter hereof and supersedes all such prior agreements and understandings.





     6.5 Notices. Any notice or communication required under or otherwise delivered
in connection with this Agreement to any of the parties hereto shall be written and shall be
delivered to such party at the following address:


If to LIH to:



Capital Shopping Centres Group plc

40 Broadway

London SW1H OBT

United Kingdom

Attn: Company Secretary

Fax: (44) 20 7887 0001



with a copy to (which shall not constitute notice to LIH):



Skadden, Arps, Slate, Meagher & Flom, LLP

155 North Wacker Drive

Chicago, Illinois 60606

Attn: Rodd M. Schreiber, Esq.

Fax: (312) 407-0411



If to Equity One to:



Equity One, Inc.

1600 N.E. Miami Gardens Drive

North Miami Beach, Florida 33179

Attn: General Counsel

Fax: (305) 947-1734



with a copy to (which shall not constitute notice to Equity One):



Goodwin Procter LLP

Exchange Place, 53 State St.

Boston, Massachusetts 02109

Attn: Gilbert G. Menna, Esq.

Attn: Suzanne D. Lecaroz, Esq.

Fax: (617) 523-1231



Each notice shall be in writing and shall be sent to the party to receive it, postage prepaid by
certified mail, return receipt requested, or by a nationally recognized overnight courier service
that provides tracking and proof of receipt. Inclusion of fax numbers is for convenience only, and
notice by fax shall neither be sufficient nor required. Notices shall be deemed delivered upon
receipt.







20









 








     6.6 Successors and Assigns. Except as otherwise provided herein, this Agreement shall
inure to be benefit of and be binding upon the successors and assigns of each of the parties
hereto, including subsequent Holders of Registrable Securities. Nothing in this Agreement, express
or implied, is intended to confer upon any party other than the parties hereto or their respective
successors and assigns any rights, remedies, obligations or liabilities under or by reason of this
Agreement, except as expressly provided in this Agreement.



     6.7 Headings. Headings are included solely for convenience of reference and if there
is any conflict between headings and the text of this Agreement, the text shall control.



     6.8 Amendments and Waivers. The provisions of this Agreement may be amended or waived
at any time only by the written agreement of Equity One and the Holders of a majority of the
Registrable Securities; provided, however, that the provisions of this Agreement
may not be amended or waived without the consent of the Holders of all the Registrable Securities
adversely affected by such amendment or waiver if such amendment or waiver adversely affects a
portion of the Registrable Securities but does not so adversely affect all of the Registrable
Securities; provided, further, that the provisions of the preceding provision may
not be amended or waived except in accordance with this sentence. Any waiver, permit, consent or
approval of any kind or character on the part of any such Holders of any provision or condition of
this Agreement must be made in writing and shall be effective only to the extent specifically set
forth in writing. Any amendment or waiver effected in accordance with this paragraph shall be
binding upon each Holder of Registrable Securities and Equity One.



     6.9 Interpretation; Absence of Presumption. For the purposes hereof, (i) words in the
singular shall be held to include the plural and vice versa and words of one gender shall be held
to include the other gender as the context requires, (ii) the terms “hereof,” “herein,” and
“herewith” and words of similar import shall, unless otherwise stated, be construed to refer to
this Agreement as a whole and not to any particular provision of this Agreement, and Section,
paragraph or other references are to the Sections, paragraphs, or other references to this
Agreement unless otherwise specified, (iii) the word “including” and words of similar import when
used in this Agreement shall mean “including, without limitation,” unless the context otherwise
requires or unless otherwise specified, (iv) the word “or” shall not be exclusive and (v)
provisions shall apply, when appropriate, to successive events and transactions. This Agreement
shall be construed without regard to any presumption or rule requiring construction or
interpretation against the party drafting or causing any instruments to be drafted.



     6.10 Cumulative Remedies. The remedies provided herein are cumulative and not
exclusive of any other remedies provided by law.



     6.11 Severability. If any provision of this Agreement is held to be illegal, invalid
or unenforceable under present or future laws, such provision shall be fully severable, this
Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision
had never comprised a part of this Agreement, and the remaining provisions of this Agreement shall
remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable
provision or by its severance from this Agreement, unless such severance and construction would
materially alter the intent of the parties hereto with respect to the transactions contemplated by
this Agreement.



21









 





     6.12 Specific Performance; Other Rights. The parties hereto recognize that various
rights rendered under this Agreement are unique and that monetary damages would not provide
adequate compensation if the provisions of this Agreement were not performed by them in accordance
with the terms hereof or were otherwise breached and, accordingly, the parties shall, in addition
to such other remedies as may be available to them at law or in equity, have the right to enforce
the rights under this Agreement by actions for injunctive relief and specific performance. The
parties agree not to raise any objections or defenses to the availability of equitable remedies
(including that a remedy at law would be adequate) to prevent or restrain breaches of this
Agreement and to specifically enforce the terms and provisions of this Agreement to prevent
breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of
the parties under this Agreement. If monetary damages are awarded to any Holder by a court of
competent jurisdiction then Equity One shall have the right to offset the amount of any Special
Payments owed under Section 2.9 against such monetary damages.



     6.13 Further Assurances. In connection with this Agreement, as well as all
transactions and covenants contemplated by this Agreement, each party hereto agrees to execute and
deliver or cause to be executed and delivered such additional documents and instruments and to
perform or cause to be performed such additional acts as may be reasonably necessary or appropriate
to effectuate, carry out and perform all of the terms, provisions and conditions of this Agreement
and all such transactions and covenants contemplated by this Agreement.



     6.14 No Waiver. The waiver of any breach of any term or condition of this Agreement
shall not operate as a waiver of any other breach of such term or condition or of any other term or
condition, nor shall any failure to enforce any provision hereof operate as a waiver of such
provision or of any other provision hereof.



     6.15 Jurisdiction; Service of Process. Each party hereto irrevocably submits to the
exclusive jurisdiction of (a) the Supreme Court of the State of New York, New York County, and (b)
the United States District Court for the Southern District of New York, for the purposes of any
suit, action or other proceeding arising out of this Agreement or any transaction contemplated
hereby. Each party agrees to commence any such action, suit or proceeding either in the United
States District Court for the Southern District of New York or if such suit, action or other
proceeding may not be brought in such court for jurisdictional reasons, in the Supreme Court of the
State of New York, New York County. Each party irrevocably and unconditionally waives any
objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or
the transactions contemplated hereby in (i) the Supreme Court of the State of New York, New York
County, or (ii) the United States District Court for the Southern District of New York, and hereby
further irrevocably and unconditionally waives and agrees not to plead or claim in any such court
that any such action, suit or proceeding brought in any such court has been brought in an
inconvenient forum. Each party irrevocably consents to the service of process outside the
territorial jurisdiction of the courts referred to in this Section 6.15 in any such action
or proceeding by mailing copies thereof by registered United States mail, postage prepaid, return
receipt requested, to its address as specified in or pursuant to Section 6.5. However, the
foregoing shall not limit the right of a party to effect service of process on the other party by
any other legally available method.



     6.16 Waiver of Jury Trial. Each party hereto hereby waives, to the fullest extent
permitted by applicable law, any right it may have to a trial by jury in respect to any litigation



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directly or indirectly arising out of, under or in connection with this Agreement or any
transaction contemplated hereby. Each party hereto (a) certifies that no representative, agent or
attorney of any other party has represented, expressly or otherwise, that such other party would
not, in the event of litigation, seek to enforce that foregoing waiver and (b) acknowledges that it
and the other parties hereto have been induced to enter into this Agreement by, among other things,
the mutual waivers and certifications in this Section 6.16.




[Signature Page Follows]








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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the date first
written above.




	 	 	 	 	 
	 	EQUITY ONE, INC.

 	 
	 	By:  	/s/  Arthur
L. Gallagher	 
	 	 	Name:  Arthur L. Gallagher	 	 
	 	 	Its:        EVP, GC & Sec.	 
	 
	 	LIBERTY INTERNATIONAL
HOLDINGS LIMITED

 	 
	 	By:  	/s/  David
Fischel	 
	 	 	Name:  David
Fischel	 	 
	 	 	Its:        Director	 
	 



[Signature page to Registration and Liquidity Rights Agreement]