exv10w2






Exhibit 10.2




 





EQUITYHOLDERS AGREEMENT




by and among



EQUITY ONE, INC.,



CAPITAL SHOPPING CENTRES GROUP PLC



LIBERTY INTERNATIONAL HOLDINGS LIMITED,



GAZIT-GLOBE, LTD., MGN (USA) INC.,



GAZIT (1995), INC., MGN AMERICA, LLC, SILVER MAPLE (2001), INC.



and



FICUS, INC.



Dated as of May 23, 2010



 




 









 





EQUITYHOLDERS AGREEMENT




     This EQUITYHOLDERS AGREEMENT (this “Agreement”) is dated as of the 23rd day of May,
2010 and shall be effective as of the Closing (the “Effective Date”), by and among Equity
One, Inc., a Maryland corporation (“Equity One”), Capital Shopping Centres Group PLC, a
public limited company organized under the laws of England and Wales (“Parent”), Liberty
International Holdings Limited, a private company limited by shares organized under the laws of
England and Wales (“LIH”, and together with Parent and any other controlled Affiliates of
Parent and controlled Affiliates of LIH, “Liberty Group”), Gazit-Globe, Ltd. (“Gazit
Globe”), an Israeli corporation, MGN (USA) Inc., a Nevada corporation (“MGN”), Gazit
(1995), Inc., a Nevada corporation (“1995”), MGN America, LLC, a Delaware limited liability
company (“America”), Silver Maple, Inc., a Nevada corporation (“Silver Maple”), and
Ficus, Inc., a Delaware corporation (“Ficus”, and together with Chaim Katzman, Gazit Globe,
MGN, 1995, America, Silver Maple and any of their respective controlled Affiliates, the “Gazit
Group”). The Gazit Group and LIH are sometimes collectively referred to herein as the
“Equityholders” and each individually as an “Equityholder.” Certain capitalized
terms used in this Agreement are defined in Section 1 of this Agreement.



RECITALS:




     WHEREAS, LIH, Capital Shopping Centers plc, a public limited company organized under the laws
of England and Wales (“CSC”) and Equity One are parties to that certain Contribution
Agreement, dated as of May 23, 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 (“EQY-CSC”), on such terms and in exchange for such consideration as set forth in
the Contribution Agreement;



     WHEREAS, in consideration for LIH’s contribution of CapCo Common Stock to 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 as set forth in the Operating Agreement;



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



     WHEREAS, as of the date hereof, the Gazit Group is the controlling stockholder of Equity One;
and



     WHEREAS, to induce LIH, CSC and Equity One to enter into the Contribution Agreement and the
Subscription Agreement, LIH, Parent and certain members of the Gazit Group are entering into this
Agreement to govern certain agreements regarding certain rights and obligations with respect to
their respective ownership of EQY Common Stock and other matters set forth herein.



     NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, and in reliance on all representations, warranties and covenants made by each
of the parties hereto, the parties hereto agree as follows:



 









 





ARTICLE 1


DEFINITIONS




     1.1 Definitions. As used in this Agreement, in addition to the other terms defined
herein, the following capitalized terms shall have the following meanings:



     “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.



     “Alony-Hetz” means Alony Hetz Properties & Investments, Ltd., an Israeli corporation and its
wholly owned subsidiaries.



     “Alony-Hetz Stockholders Agreement” means that certain stockholders agreement, dated
as of October 4, 2000, among Equity One, affiliates of the Gazit Group and Alony-Hetz, as amended
as of the date hereof.



     “Amended EQY Charter” means the Articles of Second Amendment and Restatement of Equity
One substantially in the form of Exhibit A attached to this Agreement.



     “Articles Supplementary” means the Articles Supplementary for the Class A Common
Stock.



     “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 any member of Liberty Group, Beneficial Ownership of EQY Common Stock
shall include shares of EQY Common Stock issuable in redemption of EQY-CSC Class A Shares
Beneficially Owned by any of them.



     “Board Change” means during any period following the date hereof, the occurrence of a
majority of the members of the Board of Directors of Parent or the Board of Directors of LIH being
comprised of officers and/or directors of any Competitor.



     “Business Day” means any day except a Saturday, Sunday or other day on which
commercial banks in New York, New York or London, England are authorized or required by law to be
closed. A Business Day shall be deemed to end at 5:30 P.M. New York local time.



     “CapCo Class A Common Stock” means the shares of Class A common stock of CapCo, $1.00
par value per share.



     “CapCo Class B Common Stock” means the shares of Class B common stock of CapCo, $1.00
par value per share.



     “CapCo Common Stock” means collectively the shares of CapCo Class A Common Stock and
CapCo Class B Common Stock.



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     “CapCo Note” means that certain $67 million promissory note of CapCo, dated as of May
13, 2010 and attached as Exhibit A to the Subscription Agreement.



     “Change of Control” means with respect to any Person, the occurrence, directly or
indirectly, of one or more of the following events: (A) the consummation of a transaction (whether
by merger, consolidation, stock purchase, recapitalization, reorganization, redemption, exchange,
issuance of capital stock or otherwise), whether in a single transaction or a series of related
transactions, pursuant to which any other Person or “group” (as such term is used for purposes of
Section 13(d) of the Exchange Act) becomes the Beneficial Owner, directly or indirectly, of equity
securities representing more than fifty percent (50%) of the voting power of all of the then
outstanding equity securities of such first Person (except in the case of LIH if such acquiring
Person is another Affiliate of Parent) or the surviving corporation in such transaction; or (B) the
adoption of any plan of liquidation or dissolution of such Person.



     “Class A Common Stock” means the share of Class A Common Stock, par value $.01 per
share, of Equity One.



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



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



     “Competitor” means any Person that has a significant business in the direct or
indirect ownership, operation or management of shopping center properties. For purposes of this
definition “significant business” means a business from which more than 35% of a Person’s annual
revenue for the last fiscal year preceding the applicable date of determination is derived and
shall not include the Gazit Group.



     “Domestication Date” has the meaning set forth in the Operating Agreement.



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



     “EQY Bylaws” means the Amended and Restated Bylaws of Equity One, adopted as of
February 20, 2004.



     “EQY Charter” means the charter of Equity One in effect on the date hereof.



     “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.



     “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.



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



     “Fully Diluted Basis” means with respect to EQY Common Stock, as of any given date,
the sum of (A) the number of shares of EQY Common Stock actually outstanding, (B) the number of



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shares of EQY Common Stock for which outstanding EQY-CSC Class A Shares are redeemable in
accordance with the Operating Agreement and (C) the number of shares of EQY Common Stock which
could be obtained through the exercise or conversion of all equity securities issued by Equity One
that are by their terms convertible into, or exchangeable or exercisable for, EQY Common Stock on
the day immediately preceding the given date other than options issued by Equity One as incentive
compensation.




     “LIH Director” means the individual nominated by LIH to be elected or appointed to the
Equity One Board from time to time in accordance with Article 2.



     “Market Close” means 4:00 P.M. New York local time.



     “Market Price” means, with respect to a share of EQY Common Stock on a particular date
or at a particular time if the Market Price 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 Price 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 Price shall be determined in good faith by the
Equity One Board and certified by resolution thereof.



     “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.



     “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.



     “Qualified Lender” means a commercial bank or other commercial lending institution
(including pension funds and insurance companies that act as lenders) unrelated to the Gazit Group.



     “Qualified ROFO Offering” means 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 or an offering that is a “bought deal” with one or more investment banks.



     “Termination Date” means the tenth (10th) anniversary of the Effective Date
or such earlier date that this Agreement is terminated pursuant to Section 8.1 hereof.



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



     1.2 List of Other Defined Terms. The following capitalized terms are defined in the
Sections below:



	 	 	 	 	 

	 

	 	“Additional Shares”
	 	Section 2.8
	 

	 	“Agreement”
	 	Introductory Paragraph
	 

	 	“America”
	 	Introductory Paragraph
	 

	 	“CapCo”
	 	Recitals
	 

	 	“Contribution Agreement”
	 	Recitals
	 

	 	“Control Block”
	 	Section 8.4(a)
	 

	 	“CSC”
	 	Recitals
	 

	 	“Cure Period”
	 	Section 2.2
	 

	 	“Director Nominee”
	 	Section 2.6
	 

	 	“DRS Purchase Price”
	 	Section 3.1
	 

	 	“DRS Sale Offer”
	 	Section 3.1
	 

	 	“Effective Date”
	 	Introductory Paragraph
	 

	 	“Equity One”
	 	Introductory Paragraph
	 

	 	“Equity One DRS ROFO”
	 	Section 3.1
	 

	 	“Equity One Offer Period”
	 	Section 3.2(a)
	 

	 	“Equityholder” or
“Equityholders”
	 	Introductory Paragraph
	 

	 	“EQY-CSC”
	 	Recitals
	 

	 	“EQY Shares”
	 	Section 3.4(a)
	 

	 	“Excluded Shares”
	 	Section 3.5
	 

	 	“Ficus”
	 	Introductory Paragraph
	 

	 	“First Notice”
	 	Section 3.4(e)(i)
	 

	 	“First Offered EQY Shares”
	 	Section 3.4(a)
	 

	 	“First Offered DR Shares”
	 	Section 3.1
	 

	 	“Foreclosure Notice”
	 	Section 8.4(d)
	 

	 	“Gazit Globe”
	 	Introductory Paragraph
	 

	 	“Gazit Group”
	 	Introductory Paragraph
	 

	 	“Gazit Offer”
	 	Section 5.1
	 

	 	“Gazit Offer Period”
	 	Section 3.2(b)
	 

	 	“Gazit DRS ROFO”
	 	Section 3.2(b)
	 

	 	“Gazit ROFOs”
	 	Section 3.4(b)
	 

	 	“Gazit Share ROFO”
	 	Section 3.4(b)
	 

	 	“Gazit Sale”
	 	Section 5.1
	 

	 	“Gazit Voting Obligation”
	 	Section 2.7
	 

	 	“Liberty Group”
	 	Introductory Paragraph
	 

	 	“LIH”
	 	Introductory Paragraph
	 

	 	“LIH Tag Rights”
	 	Section 5.1
	 

	 	“LIH Voting Obligation”
	 	Section 2.6
	 

	 	“Minimum Price”
	 	Section 3.4(e)
	 

	 	“MGN”
	 	Introductory Paragraph
	 

	 	“Notice of Availability”
	 	Section 3.2(b)
	 

	 	“Offer Period”
	 	Section 5.1
	 

	 	“Ownership Cap”
	 	Section 2.8
	 

	 	“Parent”
	 	Introductory Paragraph






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	 	“Parent Section 16 Person”
	 	Section 2.1
	 

	 	“Pledged Shares”
	 	Section 5.2
	 

	 	“Proposed Competitor Transfer”
	 	Section 4.1
	 

	 	“Proposed Competitor
Transferee”
	 	Section 4.2
	 

	 	“Proposed Gazit Transferee”
	 	Section 5.1
	 

	 	“Qualified ROFO Election
Period”
	 	Section 3.4(f)(iv)
	 

	 	“QRO Minimum Price”
	 	Section 3.4(f)(v)
	 

	 	“Right of First Refusal”
	 	Section 4.1
	 

	 	“ROFO Discount”
	 	Section 3.4(f)(iii)
	 

	 	“Second Notice”
	 	Section 3.4(f)(iii)
	 

	 	“Shares First Offer Election”
	 	Section 3.4(b)
	 

	 	“Shares Offer Period”
	 	Section 3.4(b)
	 

	 	“Share Price”
	 	Section 3.4(a)
	 

	 	“Shares Sale Offer Notice”
	 	Section 3.4(a)
	 

	 	“Silver Maple”
	 	Introductory Paragraph
	 

	 	“Subject Shares”
	 	Section 5.1
	 

	 	“Subscription Agreement”
	 	Recitals
	 

	 	“Transfer Election”
	 	Section 4.3
	 

	 	“Transfer Election Period”
	 	Section 4.3
	 

	 	“Transfer Notice”
	 	Section 4.2
	 

	 	“Transfer Shares”
	 	Section 4.2
	 

	 	“Transfer Share Price”
	 	Section 4.2
	 

	 	“1995”
	 	Introductory Paragraph
	 

	 	“2011 Annual Meeting”
	 	Section 2.1






ARTICLE 2


EQUITY ONE BOARD OF DIRECTORS




     2.1 Initial Equity One Board Representation. Immediately following the Effective Date
and subject to the terms and conditions of this Agreement, Equity One will cause the Equity One
Board to be increased by one member and Equity One shall cause the Equity One Board to appoint the
Chief Executive Officer of Parent to the Equity One Board, who shall serve until the 2011 annual
meeting of stockholders of Equity One (the “2011 Annual Meeting”) in accordance with the
organizational documents of Equity One. Subject to the procedures set forth in Section
2.3, LIH shall have the right to designate another individual reasonably acceptable to the
Equity One Board (provided that the Chief Executive Officer, the Chief Financial Officer and any
other officer of Parent that would be subject to Section 16 of the Exchange Act if Parent were
subject to registration under the Exchange Act (a “Parent Section 16 Person”) shall be
deemed acceptable for purposes of this Section 2.1) if for any reason the Chief Executive
Officer of Parent shall not be willing or able to be appointed as the LIH Director as of the
Effective Date, and Equity One shall cause the Equity One Board to appoint such individual to the
Equity One Board. Subsequent nominations of the LIH Director for reelection to the Equity One
Board beginning at the 2011 Annual Meeting shall be governed by the procedures set forth in
Section 2.3.



     2.2 Subsequent Nominations. Subject to Section 2.4, for so long as (i) prior
to the Domestication Date Liberty Group Beneficially Owns, in the aggregate, a number of shares of
EQY



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Common Stock equal to 50% of the total number of shares of EQY Common Stock Beneficially Owned
by LIH as of the Closing (as such amount may be adjusted after the date of Closing for splits,
reclassifications, recapitalizations, recombinations and/or similar events or transactions
involving EQY Common Stock) (such number of shares to be agreed by the parties as of the Closing
and set forth on Schedule I to be attached to this Agreement) and (ii) on or after the
Domestication Date Liberty Group Beneficially Owns, in the aggregate, 3% or more of the total
outstanding EQY Common Stock (calculated on a Fully Diluted Basis) and until the Termination
Date, LIH shall have the right to nominate one candidate for election to the Equity One
Board at every annual meeting of the stockholders of Equity One in which directors are generally
elected, including without limitation, any adjournment or postponement thereof, and on any action
by written consent of the stockholders of Equity One relating to the election of directors
generally. For the avoidance of doubt, each threshold in subsection (i) and (ii) is a “low water
mark,” such that at such time as any threshold described in (i) or (ii) is not met, resulting in a
termination of any of the various rights and obligations of the parties set forth in this
Section 2.2, the later acquisition of additional shares of EQY Common Stock by any member
of Liberty Group (whether through open market purchases or otherwise) will not reinstate such
rights or obligations. Notwithstanding the foregoing, in the event that the threshold set forth in
subsection (ii) is either unintentionally not satisfied by Liberty Group or not satisfied by
Liberty Group as a result of Equity One satisfying a redemption of EQY-CSC Class A Shares in cash
pursuant to the Operating Agreement, then Liberty Group shall have the right for a period of ninety
(90) days after LIH has actual knowledge of the occurrence of such event (the “Cure
Period”), to buy additional shares of EQY Common Stock in order to satisfy the ownership
requirement set forth in subsection (ii) and shall promptly notify Equity One when such ownership
requirement has again been met; provided that Liberty Group shall only have the right to cure an
unintentional failure one time. For purposes of this
Section 2.2 and Section 2.4,
LIH shall be deemed to have actual knowledge of any such occurrence or non-satisfaction if at the
time of the filing of each quarterly or annual report by Equity One with the Commission, based on
the number of shares outstanding in such report, Liberty Group does not satisfy such ownership
requirement. Notwithstanding the foregoing, the Cure Period will be extended by that number of
days, if any, that Liberty Group is not permitted to buy additional shares of EQY Common Stock due
to the application of securities laws or Equity One’s insider trading policies.




     2.3 Procedures. The following procedures shall be followed with respect to the
nomination of the LIH Director beginning with the 2011 Annual Meeting.



          (a) For purposes of whether LIH has a right to nominate an LIH Director pursuant to
Section 2.2, Liberty Group’s Beneficial Ownership of shares of EQY Common Stock will be
measured as of the record date for such annual meeting or written consent.




          (b) No later than January 10 of each year beginning in 2011, LIH shall provide the Equity One
Board with LIH’s proposed nominee for LIH Director, along with any other information reasonably
requested by the Equity One Board to evaluate the suitability of such candidate for directorship.
With respect to any LIH proposed nominee, LIH shall use its best efforts to ensure that any such
nominee satisfies all stated criteria and guidelines that are applicable for all director nominees
of Equity One.




          (c) Within twenty (20) days of receiving the LIH proposed nominee for LIH Director in
accordance with Section 2.3(b), the Equity One Board or any authorized committee






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thereof shall make a good faith and reasonable determination as to the suitability of LIH’s
proposed nominee for LIH Director and shall notify LIH of its determination in writing.




          (d) If the Equity One Board or any authorized committee thereof approves of LIH’s proposed
nominee for LIH Director, the Equity One Board shall nominate such LIH nominee and recommend that
the stockholders vote to elect such director at the next annual meeting of stockholders at which
directors will be generally elected.




          (e) If the Equity One Board or any authorized committee thereof raises a reasonable objection
to LIH’s proposed nominee for LIH Director, then LIH and the Equity One Board shall use their best
efforts to agree on the nominee for LIH Director, and if LIH and the Equity One Board cannot agree
on the nominee on or before the tenth (10th) day prior to the proposed filing of Equity
One’s annual proxy statement, then such proposed nominee for LIH Director shall not be nominated by
Equity One at such annual meeting.




          (f) If the LIH proposed nominee is not nominated (as described in Section 2.3(e)) or
if nominated, refuses or is unable to stand for election, then as soon as practicable after the
annual meeting, LIH and the Equity One Board shall use their best efforts to agree on the nominee
for LIH Director, which nominee shall be appointed as director by the Equity One Board promptly
after such agreement is reached.




          (g) The nomination, appointment or election of any LIH nominee to the Equity One Board, and
the inclusion of such LIH nominee in Equity One’s proxy materials, will be subject to such
candidate delivering to the Equity One Board at the time of nomination or appointment an
irrevocable resignation letter in the form of Exhibit A to this Agreement offering to
resign effective as of the date that (i) Liberty Group no longer satisfies the ownership
requirements set forth in Section 2.2 (subject to Liberty Group’s ability to cure a failure
in the manner provided in Section 2.2), (ii) LIH’s board representation rights are canceled
pursuant to Section 2.10 or (iii) upon the failure of such LIH Director to qualify as a
Parent Section 16 Person.




          (h) Notwithstanding anything to the contrary in this Agreement, Equity One agrees that any
Parent Section 16 Person shall be deemed qualified to serve as a LIH Director for all purposes of
this Section 2.3; provided, however in no event shall a Parent Section 16 Person be deemed
qualified if such individual is an employee, officer or director of any Competitor.
Notwithstanding the foregoing, even if the LIH nominee is a Parent Section 16 Person, notice of
such proposed LIH nominee shall be given by LIH in accordance with Section 2.3(b).




     2.4 Termination. Notwithstanding anything to the contrary in this Agreement and
without any further action by Equity One, LIH’s right to nominate an individual to the Equity One
Board shall automatically terminate, and be of no further force and effect if (i) Liberty Group no
longer satisfies the ownership requirements set forth in Section 2.2 (subject to Liberty
Group’s ability to cure a failure in the manner provided in Section 2.2) or (ii) LIH’s
board representation rights are terminated pursuant to Section 2.10 or Section 8.4.
LIH shall promptly, but in any case within five (5) Business Days, provide notice to Equity One
with a copy to the Gazit Group if LIH has actual knowledge that Liberty Group has ceased to meet
the ownership requirements of Section 2.2. For the avoidance of doubt, the termination of
LIH’s rights pursuant to clause (i) above shall not be effective until the end of the applicable
Cure Period.



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     2.5 Protections and Obligations.



          (a) The LIH Director, upon appointment or election to the Equity One Board, will be entitled
to the same benefits and protections, and subject to the same obligations, as applicable to all
other directors of Equity One, including, without limitation, protections and obligations regarding
customary liability insurance for directors and officers (including with respect to any period
following his or her service on the Equity One Board but only to the same extent as obligations, if
any, owed to all other directors of Equity One with respect to such period), confidentiality,
conflicts of interests, standards of conduct, trading and disclosure policies, director evaluation
process, director code of ethics, director share ownership guidelines, stock trading and
pre-approval policies, and other governance matters. Without limiting the generality of the
foregoing, the provisions of the EQY Charter and EQY Bylaws related to liability limitation,
indemnity and advancement of expenses shall apply to the LIH Director to the same extent as applied
to any other member of the Equity One Board. Equity One agrees that it shall offer to enter into
an indemnification agreement with the LIH Director substantially similar to the indemnification
agreements then in effect with Equity One’s directors when the LIH Director becomes a member of the
Equity One Board.




          (b) Notwithstanding anything to the contrary herein, any Person who is from time to time a LIH
Director on the Equity One Board is intended to be a third party beneficiary pursuant to the last
two sentences of Section 2.5(a) and the obligations of Equity One pursuant to such
sentences shall be enforceable by each such person. This Section 2.5(b) shall survive any
termination of this Agreement.




     2.6 LIH Voting Obligation. LIH agrees, and will cause each member of Liberty Group,
at any meeting of stockholders of Equity One, or with respect to any action of such stockholders by
written consent, to cause all shares of EQY Common Stock and Class A Common Stock Beneficially
Owned by any member of Liberty Group or over which it has the power to direct the vote, to be voted
in favor of the election of each individual nominated to the Equity One Board to serve as a
director of Equity One (the “LIH Voting Obligation”) who is supported by the Gazit Group
(each, a “Director Nominee”). The support or non support by the Gazit Group of a Director
Nominee will be evidenced by written notice sent to LIH by Gazit Globe with a copy to Equity One.
Gazit Globe agrees to send such notice indicating its support or non support of each Director
Nominee at least ten (10) days prior to such meeting of the stockholders of Equity One, or to such
action by written consent, at which an election of directors is held. Except for LIH’s obligation
to vote for a Director Nominee in accordance with the LIH Voting Obligation hereunder and subject
to Section 2.8, LIH may vote shares of EQY Common Stock and Class A Common Stock
Beneficially Owned by Liberty Group at any meeting of the stockholders of Equity One (or with
respect to any action of such stockholders by written consent) in any manner it deems appropriate,
in its sole and absolute discretion.



     2.7 Gazit Voting Obligation. Each member of the Gazit Group executing this Agreement
agrees, and will cause Chaim Katzman and each of their respective controlled Affiliates (other than
Affiliates that have executed this Agreement), at any meeting of the stockholders of Equity One, or
with respect to any action by written consent of such stockholders, to cause all EQY Common Stock
Beneficially Owned by the Gazit Group or over which it has the power to direct the vote, to be
voted in favor of the election of the LIH nominee to the Equity One Board approved by the Equity
One Board in accordance with Section 2.3 for so long as LIH has the right to nominate a



9









 




director to the Equity One Board pursuant to this Article 2; provided,
however, that each member of the Gazit Group will only be required to vote in favor of such
approved LIH nominee if such LIH nominee is qualified, in the Gazit Group’s reasonable judgment, to
serve as a director of Equity One (the “Gazit Voting Obligation”). The Gazit Group agrees
that in the event that a Parent Section 16 Person is approved by the Equity One Board as the LIH
nominee pursuant to Section 2.3, then such LIH nominee will be deemed qualified by the
Gazit Group for purposes of this Section 2.7.




     2.8 Standstill Provisions. Commencing on the date hereof and until the Termination
Date, unless otherwise agreed in writing by the Equity One Board and Gazit Globe, LIH will, and
will cause each member of Liberty Group to: (i) with respect to Equity One or EQY Common Stock, not
make, engage, vote in favor of or in any way participate in or influence, directly or indirectly, a
hostile takeover or other similar action or any “solicitation,” (as such term is used in the proxy
rules of the Commission) by way of tender offer, exchange offer, merger or other business
combination, proxies, consents (whether or not relating to the election or removal of directors),
voting agreements, change of management or otherwise, except in connection with any of the
foregoing that is recommended or not opposed by the Equity One Board and that is not initiated by
Liberty Group, provided, however, that the presence of the director designated by
LIH on the Equity One Board will not violate this Section 2.8, and notwithstanding this
Section 2.8, such board member may vote and take such other actions as he or she determines
is appropriate in accordance with the exercise of his or her duties as a director and
provided further that any member of Liberty Group may abstain from voting on any
matter described in this Section 2.8 and, subject to Section 3.4, may tender shares
of EQY Common Stock Beneficially Owned by such member in connection with any tender offer or
exchange offer without violation of this Section 2.8, (ii) except as provided for in this
Agreement, not seek, alone or in concert with others, election or appointment to, or representation
on, or nominate or propose the nomination of any candidate to, the Equity One Board, (iii) not
initiate, propose or otherwise “solicit” (as such term is used in the proxy rules of the
Commission) stockholders of Equity One for the approval of stockholder proposals made to Equity One
whether made pursuant to Rule 14a-8 or Rule 14a-4 under the Exchange Act or otherwise, or cause or
encourage or attempt to cause or encourage any other person to initiate any such stockholder
proposal, regardless of its purpose, and (iv) not purchase or cause to be purchased or otherwise
acquire or agree to acquire, or become or agree to become the Beneficial Owner of, any other
securities issued by Equity One, or any securities convertible into or exchangeable for EQY Common
Stock (other than EQY-CSC Class A Shares) or any other equity securities of Equity One, if in any
such case immediately after the taking of such action Liberty Group would, in the aggregate,
Beneficially Own in excess of the greater of (A) a number of shares of voting stock of Equity One
equal to 19.9% of the shares of Equity One that are outstanding as of the Closing (as such amount
may be adjusted after the date of Closing for splits, reclassifications, recapitalizations,
recombinations and/or similar events or transactions) (such number of shares to be agreed by the
parties as of the Closing and set forth on Schedule I to be attached to this Agreement) or
(B) 15% of the EQY Common Stock outstanding on a Fully Diluted Basis from time to time (the
“Ownership Cap”), which Ownership Cap will automatically be reduced from time to time, if
Liberty Group sells any EQY Common Stock, to a new Ownership Cap that is equal to Liberty Group’s
then Beneficial Ownership percentage, in the aggregate, of the shares of EQY Common Stock then
outstanding on a Fully Diluted Basis; provided, however that in all events Liberty
Group may Beneficially Own or acquire up to 9.9% of the shares of EQY Common Stock then outstanding
on a Fully Diluted Basis and Liberty Group may acquire shares in order to satisfy the ownership
requirements set forth in Section 2.2(ii) during any Cure Period; provided, however
in all events any acquisition of EQY Common Stock by Liberty Group in addition to those shares of
EQY Common



10









 




Stock acquired pursuant to the Subscription Agreement or issuable upon the redemption of
EQY-CSC Class A Shares acquired by LIH at Closing (the “Additional Shares”) may only be
acquired, directly or indirectly, through a U.S. controlled entity.




     2.9 LIH Director Vacancy. Subject to the procedures set forth in Section 2.3,
LIH shall have the right to designate a replacement LIH Director reasonably acceptable to the
Equity One Board (provided that any Parent Section 16 Person shall be deemed acceptable for
purposes of this Section 2.9) for any LIH Director appointed or elected to the Equity One
Board in accordance with this Article 2 upon such LIH Director’s death, incapacity,
retirement, disqualification, removal from office, or resignation (other than a resignation
pursuant to Section 2.3(g) hereof) and Equity One shall cause the Equity One Board to
appoint such designee to the Equity One Board.



     2.10 No Transfer of Equity One Board Representation Rights. The rights of LIH set
forth in this Article 2 are personal to LIH and may not be transferred or assigned (whether
by operation of law or otherwise, including, without limitation, in connection with or by way of,
(i) a Change of Control of Parent and/or LIH or (ii) a Board Change). In addition, for purposes of
this Section 2.10, an attempted assignment shall be deemed to have occurred upon the entry
by LIH or Parent, or by any Person entitled to or able to directly or indirectly control LIH or
Parent, into any agreement (other than this Agreement or the irrevocable proxy described in
Section 2.11) obligating LIH or Parent to vote the shares of EQY Common Stock and the Class
A Common Stock, which are subject to the LIH Voting Obligation, in any particular manner or giving
any Person (other than Equity One, a member of Liberty Group or a member of the Gazit Group) the
power to vote or direct the voting of such shares. Upon any such attempted transfer or assignment,
all rights of LIH and all obligations of Equity One and the Gazit Group, as the case may be, under
this Article 2 shall immediately terminate.



     2.11 Irrevocable Proxy. As promptly as practicable after the date of this Agreement
(but in any event within two (2) Business Days hereafter), Equity One, LIH and the Gazit Group
members that are a party to this Agreement will exchange executed signature pages to the proxy
attached hereto as Exhibit C with respect solely to the Gazit Voting Obligation, Gazit
Group’s obligation pursuant to Section 6.2 and the LIH Voting Obligation as applicable.
The irrevocable proxy of each party shall automatically terminate on the date the Gazit Voting
Obligation and LIH Voting Obligation terminate pursuant to Section 7.1.



ARTICLE 3


RIGHT OF FIRST OFFER




     3.1 First Offer. Subject to the terms and conditions of this Agreement, if at any
time one or more members of Liberty Group desires to sell all or any part of its EQY-CSC Class A
Shares, such member or members of Liberty Group shall first deliver a written offer (the “DRS
Sale Offer”) to sell any such EQY-CSC Class A Shares (the “First Offered DR Shares”) to
Equity One (the “Equity One DRS ROFO”). For the avoidance of doubt, LIH may only submit a
DRS Sale Offer if it has a good faith intention to sell such EQY-CSC Class A Shares to a third
party in an arm’s length transaction. Notwithstanding the foregoing, LIH shall not be obligated to
sell all or any part of the First Offered DR Shares to a third party other than to Equity One or
the Gazit Group, as the case may be, in accordance with this Article 3 and Article
4. At the same time the DRS Sale Offer is delivered to Equity One, such member or members of
Liberty Group shall submit such DRS Sale



11









 




Offer to the Gazit Group, which DRS Sale Offer shall provide that if Equity One does not make
an election to purchase the First Offered DR Shares then the Gazit Group shall have the right to
purchase such First Offered DR Shares in accordance with the terms herein. The DRS Sale Offer
shall disclose in reasonable detail the amount of First Offered DR Shares proposed to be sold, the
price per First Offered DR Share (the “DRS Purchase Price”) and any other material terms
and conditions relating to the proposed sale.




     3.2 Election.



          (a) If Equity One desires to purchase all, or a portion of, of the First Offered DR Shares,
Equity One shall communicate in writing its election to purchase the First Offered DR Shares to LIH
within fourteen (14) Business Days of the date the DRS Sale Offer was made (the “Equity One
Offer Period”). Such communication shall, when taken in conjunction with the DRS Sale Offer,
be deemed to constitute a valid, legally binding and enforceable agreement for the sale and
purchase of such First Offered DR Shares to Equity One on the terms and conditions contained in the
DRS Sale Offer. The failure of Equity One to provide written notice of acceptance within the
Equity One Offer Period shall be deemed a rejection by Equity One of the DRS Sale Offer.




          (b) Election by the Gazit Group. If Equity One does not communicate in writing its
election to purchase all of the First Offered DR Shares within the Equity One Offer Period, LIH
shall provide the Gazit Group with written notice to that effect within five (5) Business Days
after the expiration of the Equity One Offer Period (the “Notice of Availability”) and the
Gazit Group shall have the right to purchase all or a portion of such First Offered DR Shares not
purchased by Equity One (the “Gazit DRS ROFO”). If the Gazit Group desires to purchase all
or a portion of the First Offered DR Shares not purchased by Equity One, the Gazit Group shall
communicate in writing its election to purchase to LIH, which communication shall be given to LIH
within fourteen (14) Business Days of the date of delivery to the Gazit Group of the Notice of
Availability (the “Gazit Offer Period”). Such communication shall, when taken in
conjunction with the DRS Sale Offer and the Notice of Availability, be deemed to constitute a
valid, legally binding and enforceable agreement for the sale and purchase of such First Offered DR
Shares on the terms and conditions contained in the DRS Sale Offer. The failure of the Gazit Group
to provide written notice of acceptance within the Gazit Offer Period shall be deemed a rejection
by the Gazit Group of the DRS Sale Offer.




          (c) Sales of the First Offered DR Shares to be sold to Equity One or the Gazit Group, as the
case may be, pursuant to this Section 3.2 shall be made at the offices of Equity One as
soon as reasonably practicable following the date the DRS Sale Offer was made but in any event
within ten (10) Business Days after the end of the Equity One Offer Period, in the case of a sale
to Equity One, or within ten (10) Business Days after the end of the Gazit Offer Period, in the
case of a sale to Gazit Group, or such other place and date mutually agreed upon by the parties to
the sale. Such sales shall be effected by such member or members of Liberty Group’s delivery to
Equity One or the Gazit Group, as the case may be, of a certificate or certificates or other
instrument evidencing the First Offered DR Shares to be purchased, free of encumbrances, duly
endorsed for transfer to Equity One or the Gazit Group, as the case may be, against payment in cash
to such member or members of Liberty Group of the DRS Purchase Price times the number of First
Offered DR Shares purchased by Equity One or the Gazit Group, as the case may be.







12









 








     3.3 No Election. If all of the First Offered DR Shares are not purchased by Equity
One or the Gazit Group pursuant to Sections 3.1 and 3.2, the First Offered DR Shares not so
purchased may be sold by such member or members of Liberty Group to another proposed transferee at
any time within 120 days after the end of the Gazit Offer Period, provided, that the purchase price
payable by the proposed transferee for such First Offered DR Shares shall equal at least ninety
five (95%) of the DRS Purchase Price, subject to Equity One’s Right of First Refusal pursuant to
the provisions of Article 4. Any First Offered DR Shares not sold within such 120-day
period shall continue to be subject to the requirements of the Equity One DRS ROFO and the Gazit
DRS ROFO set forth in this Article 3 and the Right of First Refusal set forth in
Article 4.



     3.4 Exclusive Gazit Shares Right of First Offer.



          (a) Shares Sale Offer Notice. Subject to the terms and conditions of this Agreement,
including without limitation Sections 3.4(f), 3.5 and 7.2 hereof, if at any time
LIH desires to sell all or any part of (i) any shares of EQY Common Stock received in redemption
for EQY-CSC Class A Shares, (ii) any shares of Equity One Common Stock received pursuant to the
Subscription Agreement or (iii) the share of Class A Common Stock ((i), (ii) and (iii)
collectively, the “EQY Shares”), LIH shall first deliver a written offer to the Gazit Group
(a “Shares Sale Offer Notice”); provided that this Section 3.4 shall not apply to
Excluded Shares. The Shares Sale Offer Notice shall disclose in reasonable detail the amount of
EQY Shares proposed to be sold (the “First Offered EQY Shares”), the price per EQY Share
(the “Share Price”) and any other material terms and conditions relating to the proposed
sale. For the avoidance of doubt, LIH may not submit a Shares Sale Offer Notice unless it has a
good faith intention of selling such First Offered EQY Shares to a third party in an arm’s length
transaction. Notwithstanding the foregoing, LIH shall not be obligated to sell all or any part of
the First Offered EQY Shares to a third party other than to the Gazit Group in accordance with this
Article 3 if it delivers a Shares First Offer Election.




          (b) Shares Election. At any time during the applicable period described in
Section 3.4(c) following the date the Shares Sale Offer Notice is received by the Gazit
Group (the “Shares Offer Period”), the Gazit Group may make an election (the “Gazit
Share ROFO” and together with the Gazit DRS ROFO, the “Gazit ROFOs”) to purchase all or
a portion of the First Offered EQY Shares by delivering a written notice of its election to
purchase the First Offered EQY Shares to LIH (the “Shares First Offer Election”). Such
communication shall, when taken in conjunction with the Shares Sale Offer Notice, be deemed to
constitute a valid, legally binding and enforceable agreement for the sale and purchase of such
First Offered EQY Shares on the terms and conditions contained in the Shares Sale Offer Notice.




          (c) Shares Offer Period. The period of time in which the Gazit Group must communicate
in writing its election to purchase all or a portion of the First Offered EQY Shares shall be as
follows:




               (i) If the First Offered EQY Shares have an aggregate value of $30 million or less based on
the Market Price as of the day before the Shares Sale Offer Notice is delivered (or if delivered
after Market Close, as of the day of such delivery) to the Gazit Group, five (5) Business Days
after receipt by the Gazit Group of the Shares Sale Offer Notice; and



               (ii) If the First Offered EQY Shares have an aggregate value of greater than $30 million based
on the Market Price as of the day before the Shares Sale Offer Notice is



13









 




delivered (or if delivered after Market Close, as of the day of such delivery) to the Gazit
Group, ten (10) Business Days after receipt by the Gazit Group of the Shares Sale Offer Notice.




          (d) Shares Procedure. In the event the Gazit Group elects to purchase all or a
portion of the First Offered EQY Shares, sales of such First Offered EQY Shares to be sold to the
Gazit Group pursuant to this Section 3.4 shall be made at the offices of Equity One as soon
as reasonably practicable after delivery of the Shares First Offer Election to Liberty Group but in
any event within ten (10) Business Days thereafter or such other place or date mutually agreed upon
by LIH and the Gazit Group. Such sales shall be effected by LIH’s delivery to the Gazit Group of a
certificate or certificates or other instrument evidencing the First Offered EQY Shares to be
purchased, free of encumbrances, duly endorsed for transfer to the Gazit Group against payment in
cash to LIH of the Share Price times the number of First Offered EQY Shares by the Gazit Group.




          (e) No Shares Election. Subject to provisions of Section 3.4(f), if the Gazit
Group fails to make a Shares First Offer Election during the applicable Shares Offer Period, then
the First Offered EQY Shares may be sold by LIH at any time within 120 days after the termination
of the applicable Shares Offer Period to any other Person; provided, that the purchase price for
the First Offered EQY Shares shall equal at least ninety five percent (95%) of the Share Price (the
“Minimum Price”). Any First Offered EQY Shares not sold (x) within such 120-day period or
(y) for a price equal to or greater than the Minimum Price shall continue to be subject to the
Gazit Share ROFO.




          (f) Qualified ROFO Offering. If Liberty Group desires to sell the First Offered EQY
Shares in a Qualified ROFO Offering, all of the following procedures shall apply to the Gazit Share
ROFO:




               (i) The Minimum Price limitation shall not be applicable;



               (ii) LIH shall indicate in the Shares Sale Offer Notice (the “First Notice”) that it
is electing on behalf of Liberty Group to engage in a Qualified ROFO Offering;



               (iii) No earlier than ten (10) Business Days after delivering the First Notice, LIH shall
deliver to the Gazit Group a notice (the “Second Notice”) setting forth the ROFO Discount
that the underwriters have agreed to apply in such Qualified ROFO Offering. The “ROFO
Discount” shall be comprised of an amount equal to (x) the underwriting commission plus
(y) the assumed discount to the Market Price at the time the underwriter will price the Qualified
ROFO Offering;



               (iv) The Share Price payable by the Gazit Group shall be no greater than an amount equal to
(x) the Market Price as of the day before the Second Notice is delivered (or if delivered after
Market Close, as of the day of such delivery) to the Gazit Group less (y) the ROFO
Discount;



               (v) If the Gazit Group does not exercise all or a portion of the Gazit Share ROFO, the
offering price in connection with the Qualified ROFO Offering for the First Offered EQY Shares not
purchased by the Gazit Group shall be an amount equal to (x) an amount that is not less than the
Market Price at the time the underwriter prices the Qualified ROFO Offering less (y) an
amount that is not in excess of the ROFO Discount (the “QRO Minimum Price”);



14









 





               (vi) Notwithstanding the provisions of Section 3.4(c), the period of time in which the
Gazit Group must communicate in writing its election to purchase all or a portion of the First
Offered EQY Shares subject to a Qualified ROFO Offering shall be by the end of the Business Day
following the Business Day on which the Gazit Group receives the Second Notice (the “Qualified
ROFO Offering Election Period”); provided, however, that if the Gazit Group
receives the Second Notice after 12:00 PM, New York local time, the Second Notice shall be deemed
to be received on the next Business Day. For example, if the Second Notice is received at 11:00 AM
on Monday, the Gazit Group must respond by 5:30 PM on Tuesday. If the Second Notice is received at
1:00 PM on Monday, the Gazit Group must respond by 5:30 PM on Wednesday;



               (vii) The Gazit Group may not purchase a portion of the First Offered EQY Shares if the
remaining portion of First Offered EQY Shares available for sale by Liberty Group would not equal
at least $50 million based on the Market Price as of the day before the Shares Sale Offer Notice
was delivered (or if delivered after Market Close, as of the day of such delivery);



               (viii) Equity One and LIH shall in good faith request that the underwriters in such Qualified
ROFO Offering permit the Gazit Group (should it not exercise the Gazit Share ROFO) to enter an
order in connection with such Qualified ROFO Offering and to use their reasonable efforts to
include the Gazit Group in the “book” being assembled by the underwriters;



               (ix) Notwithstanding the provisions of Section 3.4(e), any First Offered EQY Shares
not sold (x) in a Qualified ROFO Offering launched within the ten (10) Business Day period
following the expiration of the Qualified ROFO Offering Election Period or (y) at price equal to or
greater than the QRO Minimum Price shall continue to be subject to the Gazit Share ROFO;
provided, however, that if the First Offered EQY Shares are required to be
resubmitted to the Gazit Share ROFO because the final price in the offering is below the QRO
Minimum Price, LIH may provide a substitute Second Notice to Gazit Group setting forth the new ROFO
Discount and Gazit Group shall have the period of time set forth in Section 3.4(f)(vi) in
order to respond to such Second Notice; and



               (x) In the event that any provision of Section 3.4(a) through Section 3.4(e)
conflicts with this Section 3.4(f), the provisions set forth in this Section 3.4(f)
shall control.



     3.5 Limitations. The rights of first offer of Equity One pursuant to Section
3.1 will not apply to sales or offers to sell by a member of Liberty Group (i) to another
member of Liberty Group or (ii) pursuant to a tender offer, exchange offer, merger or other similar
transaction approved or not opposed by the Equity One Board and no DRS Sale Offer need be delivered
or provided to Equity One in connection therewith. The Gazit ROFOs shall not apply to sales or
offers to sell by a member of Liberty Group (i) to another member of Liberty Group, (ii) pursuant
to a tender offer, exchange offer, merger or other similar transaction approved or not opposed by
the Equity One Board or (iii) that in the aggregate do not exceed, on an annual basis, 2% of the
shares of EQY Common Stock outstanding on a Fully Diluted Basis (the “Excluded Shares”) and
no DRS Sale Offer or Shares Sale Offer Notice, as applicable, need be delivered or provided to the
Gazit Group in connection therewith. For the avoidance of doubt, a redemption of EQY-CSC Class A
Shares in accordance with the terms of the Operating Agreement shall not be considered a sale for
purposes of, or otherwise subject to, this Article 3. In addition, this Article 3
shall not apply to the sale of EQY-CSC Class A Shares or shares of EQY Common Stock in connection
with any



15









 




Change-in-Control Transaction or Privatization Transaction, each as defined in the Operating
Agreement.




ARTICLE 4



RIGHT OF FIRST REFUSAL




     4.1 Grant. Subject to the terms and conditions of this Agreement, each member of
Liberty Group hereby unconditionally and irrevocably grants to Equity One a right to purchase all
or any portion of EQY-CSC Class A Shares that Equity One or the Gazit Group, as the case may be,
did not elect to purchase pursuant to Section 3.2, that LIH may propose to transfer to a
Competitor (“Proposed Competitor Transfer”), on the same terms and conditions (including
price and form of consideration), as those offered to the prospective transferee (the “Right of
First Refusal”).



     4.2 Notice. LIH must deliver a written notice to Equity One (“Transfer
Notice”) not later than five (5) Business Days prior to the consummation of the Proposed
Competitor Transfer. The Transfer Notice shall disclose in reasonable detail the amount of EQY-CSC
Class A Shares proposed to be transferred to a Competitor (the “Transfer Shares”), the
terms and conditions of the proposed sale, which shall include the proposed price (the
“Transfer Share Price”), the identity of the prospective transferee (the “Proposed
Competitor Transferee”) and any other material terms and conditions relating to the Proposed
Competitor Transfer.



     4.3 Election. If Equity One desires to purchase all or any portion of the Transfer
Shares, Equity One shall communicate in writing its election (the “Transfer Election”) to
purchase the Transfer Shares, which communication shall state the number of Transfer Shares that
Equity One desires to purchase and shall be given to LIH within fourteen (14) Business Days of the
date of the Transfer Notice (the “Transfer Election Period”). Such communication shall,
when taken in conjunction with the Transfer Notice, be deemed to constitute a valid, legally
binding and enforceable agreement for the sale and purchase of such Transfer Shares on the terms
and conditions contained in the Transfer Notice. Sales of the Transfer Shares to be sold to Equity
One pursuant to this Article 4 shall be made at the offices of Equity One as soon as
reasonably practicable after delivery of the Transfer Election but in any event within ten (10)
Business Days after the end of the Transfer Election Period. Such sales shall be effected by LIH’s
delivery to Equity One of a certificate or certificates or other instrument evidencing the Transfer
Shares purchased by it, free and clear of all liens, claims and encumbrances, duly endorsed for
transfer to Equity One, against payment in cash to LIH of the Transfer Share Price times the number
of Transfer Shares purchased by Equity One.



     4.4 No Election. If Equity One does not purchase all of the Transfer Shares or Equity
One does not timely deliver a Transfer Election during the Transfer Election Period in accordance
with Section 4.3, the Transfer Shares not so purchased may be sold by LIH to the Proposed
Competitor Transferee on substantially the same terms and conditions contained in the Transfer
Notice provided, that the purchase price for the Transfer Shares equal at least ninety five percent
(95%) of the Transfer Share Price. Any Transfer Shares not sold to the Proposed Competitor
Transferee within 120 days of the date of the Transfer Notice shall continue to be subject to the
requirements of the Equity One DRS ROFO and the Gazit DRS ROFO set forth in Article 3 and
the Right of First Refusal set forth in this Article 4.



16









 





ARTICLE 5


TAG ALONG RIGHTS




     5.1 LIH Tag-Along Rights. In the event one or more members of the Gazit Group
proposes to sell in a bona fide arm’s length transaction or series of transactions with a third
party or third parties (other than pursuant to open-market transactions at then-currently available
market prices, a tender offer or any other transaction in which all Equity One stockholders
(including the Gazit Group) are offered the same type and amount of per share consideration) a
number of shares of EQY Common Stock that would, upon consummation of such transaction, result in a
“change of control” (such transaction, a “Gazit Sale”), such member or members of the Gazit
Group shall first deliver a written offer, disclosing in reasonable detail the shares proposed to
be sold in the proposed Gazit Sale (the “Subject Shares”), the terms and conditions,
including price, of the proposed Gazit Sale, the identity of the prospective transferee (the
“Proposed Gazit Transferee”) and any other material terms and conditions relating to the
proposed Gazit Sale (the “Gazit Offer”) to LIH to permit Liberty Group to participate on a
pro-rata basis (based upon the Gazit Group’s and Liberty Group’s respective aggregate relative
Beneficial Ownership of Equity One vis-a-vis one another until such time as the Alony-Hetz
Stockholders Agreement (as it may be amended or extended from time to time) is amended to permit
Liberty Group and Alony-Hetz to participate on a pro-rata basis, at which time this Agreement will
be automatically deemed to be modified such that (x) all references to “pro-rata basis” in this
Article 5 will be based upon the Gazit Group’s, Liberty Group’s and Alony-Hetz’s respective
aggregate relative Beneficial Ownership of Equity One vis-à-vis one another, assuming all are
participating, and (y) where Liberty Group’s respective aggregate relative Beneficial Ownership of
Equity One is less vis-à-vis Alony-Hetz, all references to Liberty Group’s “pro rata basis” in
Article 5 shall be equal to Alony-Hetz’s “pro-rata basis,” assuming all are participating) in the
proposed Gazit Sale, and on the same terms and conditions (the “LIH Tag Rights”). For the
avoidance of doubt, where Liberty Group’s respective aggregate relative Beneficial Ownership of
Equity One is less vis-à-vis Alony-Hetz, Liberty Group will be entitled to include in such Gazit
Sale up to the maximum number of shares of EQY Common Stock that Alony-Hetz would be entitled to
include in such sale assuming Alony-Hetz was participating at the maximum level. The Gazit Offer
will be held open for not less than ten (10) Business Days (the “Offer Period”), during
which LIH may accept, in whole or in part, by delivering written notice to Gazit Globe stating the
number of shares of EQY Common Stock to be sold by Liberty Group. Such written notice from LIH
shall, when taken in conjunction with the Gazit Offer, be deemed to constitute a valid, legally
binding and enforceable agreement for the sale and purchase of such shares of EQY Common Stock on
the terms and conditions contained in the Gazit Offer. The failure of LIH to provide written
notice of acceptance to Gazit Globe within the Offer Period will be deemed a rejection by LIH of
the Gazit Offer. Prior to the earlier of (x) the end of the Offer Period or (y) the acceptance or
rejection by LIH of the Gazit Offer, the Gazit Group shall not complete any sale of shares of EQY
Common Stock to the Proposed Gazit Transferee. In the event LIH elects to participate in the Gazit
Sale by delivering written notice to Gazit Globe during the Offer Period, then following expiration
of the Offer Period and for a 120-day period thereafter, members of the Gazit Group may sell or
otherwise transfer Subject Shares to the Proposed Gazit Transferee for consideration equal to at
least ninety five percent (95%) of the purchase price contained in the Gazit Offer delivered to LIH
and otherwise on terms and conditions not substantially more favorable to the Proposed Gazit
Transferee (or substantially less favorable to Liberty Group) than those contained in the Gazit
Offer; provided that, the Proposed Gazit Transferee shall simultaneously purchase the number of
shares of EQY Common Stock as calculated above from Liberty Group on



17









 




terms and conditions no more onerous than (and in all cases substantially similar to) those
applicable to the sale of the Subject Shares to the Proposed Gazit Transferee by members of the
Gazit Group; provided further, that the Gazit Group, on the one hand, and Liberty
Group, on the other hand, shall each only be liable at a maximum for any indemnification or other
liabilities to such Proposed Gazit Transferee in an amount equal to that proportion of total
liabilities that equals the proportion of the total consideration received by members of Liberty
Group relative to the total consideration received by members of the Gazit Group in such sales to
the Proposed Gazit Transferee. In the event that LIH does not elect to exercise its LIH Tag Rights
pursuant to this Section 5.1, then following expiration of the Offer Period and for a
120-day period thereafter, members of the Gazit Group may sell or otherwise transfer the Subject
Shares to the Proposed Gazit Transferee for consideration not greater than one hundred and five
percent (105%) of the purchase price contained in the Gazit Offer delivered to LIH and otherwise on
terms and conditions not substantially more favorable to the selling members of Gazit Group than
those contained in the Gazit Offer. Any Subject Shares not sold to the Proposed Gazit Transferee
within 120 days of the termination of the Offer Period shall again be subject to the LIH Tag Rights
pursuant to this Article 5.




     5.2 Limitations. The LIH Tag Rights shall not apply to any shares of EQY Common Stock
pledged by any member of the Gazit Group as security for a bona fide loan from a Qualified Lender
(any such currently or future pledged shares, the “Pledged Shares”) that are foreclosed
upon or sold by the Qualified Lender.



     5.3 Defined Terms. For purposes of this Article V, (i) “change of control”
shall mean a transaction that would result in a person or group of persons (as defined in Section
13d-3 under the Exchange Act) other than the Gazit Group becoming the Beneficial Owner of 30% or
more of the outstanding shares of EQY Common Stock and (ii) “third party” will not include any
entity in which the Gazit Group Beneficially Owns 30% or more of the outstanding stock (or
interests) of such entity and is the largest stockholder (or holder of interests).



ARTICLE 6


CHARTER AMENDMENT




     6.1 Equity One Charter.



          (a) If not done earlier, Equity One shall include in the proxy statement filed by Equity One
with the Commission in connection with the 2011 Annual Meeting a proposal seeking stockholder
approval of the Amended EQY Charter. Nothing herein shall prohibit Equity One from seeking the
approval of any other amendments to the EQY Charter at the same time it seeks approval of the
foreign ownership provisions set forth in the Amended EQY Charter, provided that the foreign
ownership provisions set forth in the Amended EQY Charter are included therein and that such other
amendments, if any, do not have the effect of altering or adversely affecting the foreign ownership
provisions set forth in the Amended EQY Charter. The Equityholders acknowledge and agree that
Equity One may, but is under no obligation to, hold a special meeting to seek approval of the
Amended EQY Charter.




          (b) Until the Foreign Limitation Cut-Off Date (as defined in the Amended EQY Charter), Equity
One agrees not to propose or submit to a vote of stockholders any amendment to






18









 







the Amended EQY Charter which would have the effect in any way of altering or adversely
affecting the foreign ownership provisions set forth in the Amended EQY Charter.




     6.2 Gazit Group Obligation. Each member of the Gazit Group executing this Agreement
agrees, and will cause Chaim Katzman and each of their respective controlled Affiliates (other than
Affiliates that have executed this Agreement), at any meeting of the stockholders of Equity One, or
with respect to any action by written consent of such stockholders, to cause all EQY Common Stock
Beneficially Owned by the Gazit Group or over which it has the power to direct the vote, to be
voted in favor of the proposal to adopt the Amended EQY Charter.



ARTICLE 7


TERMINATION OF RIGHTS; APPLICATION TO FUTURE PURCHASES; TREATMENT

OF CLASS A COMMON STOCK




     7.1 Termination of Rights. The LIH Tag Rights, the Gazit Voting Obligation, the Gazit
ROFOs and the LIH Voting Obligation will automatically terminate on the earliest of: (i) the
Termination Date; (ii) at such time as the Gazit Group, in the aggregate (together with other
persons or a group of persons considered to be acting in concert with the Gazit Group),
Beneficially Owns less than 20% of the outstanding shares of EQY Common Stock on a Fully Diluted
Basis (it being understood that the LIH Tag Rights apply to the transaction in which the Gazit
Group sells EQY Common Stock that brings the Gazit Group’s Beneficial Ownership of EQY Common Stock
below such threshold), (iii) at such time as Liberty Group in the aggregate Beneficially Owns less
than 3%, on a Fully Diluted Basis, of the outstanding shares of EQY Common Stock. For the
avoidance of doubt, each threshold in subsection (ii) and (iii) is a “low water mark,” such that at
such time as any threshold described in (ii) or (iii) is met, resulting in a termination of any of
the various rights and obligations of the parties, the later acquisition of additional EQY Common
Stock (whether through open market purchases or otherwise) will not reinstate such rights or
obligations.



     7.2 Future Purchases. Subject to Sections 2.8 and 7.1 of this
Agreement, if Liberty Group acquires Additional Shares, such Additional Shares will be subject to
(or benefit from) the LIH Tag Rights, Gazit ROFOs, LIH Voting Obligation and Section 2.8.
In addition, as provided in Section 2.8, Liberty Group may only acquire Additional Shares,
directly or indirectly, through a U.S. controlled entity.



     7.3 Class A Common Stock. For the avoidance of doubt, Parent and LIH hereby agree and
acknowledge that upon any transfer of the Class A Common Stock (even if transferred in accordance
with this Agreement), the Class A Common Stock shall automatically convert as provided in the
Articles Supplementary into shares of EQY Common Stock.



ARTICLE 8



MISCELLANEOUS




     8.1 Term. Except as otherwise provided in this Agreement, this Agreement shall
terminate on the Termination Date; provided, however, that this Agreement will
terminate upon the



19









 




termination of the Contribution Agreement pursuant to its terms prior to the consummation of
the transactions contemplated thereby.




     8.2 Request for Information; Covenants



          (a) Each of the Gazit Group and Liberty Group shall promptly provide to the other any
information reasonably requested by the other party that is required in order for the applicable
requesting party to fulfill its reporting obligations under applicable securities laws, including
without limitation information regarding the amount of EQY Common Stock Beneficially Owned by each
member of Liberty Group or the Gazit Group, as the case may be, and over which each member of
Liberty Group or the Gazit Group, as the case may be, has the power to vote.




          (b) Each of Gazit Globe, MGN, 1995, America, Silver Maple and Ficus hereby agrees, jointly and
severally, to cause Chaim Katzman and each of their respective controlled Affiliates to comply with
any and all obligations of the Gazit Group under this Agreement and shall be responsible for any
breach by Chaim Katzman or such respective controlled Affiliates of the terms of this Agreement.
The members of the Gazit Group, with the exception of Gazit Globe, that are party hereto are the
direct holders of all shares of EQY Common Stock Beneficially Owned by the Gazit Group.




          (c) The members of Liberty Group that are party hereto will be the direct holders of all
shares of EQY Common Stock Beneficially Owned by Liberty Group as of the Closing and Liberty Group
does not Beneficially Own, and will not Beneficially Own prior to the Closing, any EQY Common
Stock.




     8.3 Restrictive Legends. In order to enforce the restrictions on transfer set forth
in Articles 3 and 4 of this Agreement, Equity One shall have the right to place
restrictive legends on the certificates representing the EQY Shares and to impose stop transfer
instructions with respect to such securities. In the event that any of the EQY Shares cease to be
subject to the restrictions on transfer set forth in Articles 3 and 4 of this
Agreement, Equity One shall, upon the written request of Liberty Group, issue new certificates or
other instruments representing such shares, which shall not contain such legends and shall cause
its transfer agent to make any necessary notations in the share register book of Equity One to
reflect the removal of such legends; provided Liberty Group surrenders to Equity One the previously
issued certificates or other instruments, if any.



     8.4 Assignment of Rights.



          (a) Neither this Agreement nor any of the rights or obligations hereunder may be assigned by
any party hereto without the prior consent of the other parties, provided, however,
that (i) the Gazit Group or any member thereof may assign this Agreement in connection with the
pledge of any Pledged Shares to a Qualified Lender (or affiliated group of Qualified Lenders) that
acquires or pledges Pledged Shares that represent (as of the date of such assignment) 20% or more
of the outstanding shares of EQY Common Stock (a “Control Block”), and (ii) upon any
subsequent sale of the Pledged Shares following a foreclosure, the rights of the Gazit Group, or
any member thereof, under this Agreement may be assigned to any entity or group (within the meaning
of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision) that
acquires a Control Block; provided further, that LIH may assign its rights or
obligations hereunder to any other member of Liberty Group, except that the Equity Board
representation right set forth in






20









 







Article 2 may only be assigned to Parent or another wholly owned subsidiary of Parent,
and such board representation right will immediately terminate in the event any such assignee is no
longer a wholly owned subsidiary of Parent.




          (b) Any successor or permitted assignee of any Equityholder, shall deliver to Equity One as a
condition to any transfer or assignment, a counterpart signature page hereto pursuant to which such
successor or permitted assignee shall confirm their agreement to be subject to and bound by all of
the provisions set forth in this Agreement that were applicable to the predecessor or assignor of
such successor or permitted assignee.




          (c) Except in connection with an assignment by Equity One by operation of law or otherwise to
an acquirer of Equity One, (and subject to the terms of the Operating Agreement) the rights and
obligations of Equity One hereunder may not be assigned under any circumstances.




          (d) Promptly following the receipt by any member of the Gazit Group of a notice from any
Qualified Lender exercising its right to foreclose under any loan pursuant to which the Gazit Group
has pledged Pledged Shares to such Qualified Lender pursuant to Section 8.4(a) above (a
“Foreclosure Notice”), Gazit Globe agrees to provide a copy of the Foreclosure Notice to
LIH and Equity One; provided, however, that neither LIH nor Equity One shall share
any information contained in or related to the Foreclosure Notice with any Person other than the
other members of Liberty Group, Equity One and their respective agents and representatives, who
shall also keep such information confidential.




     8.5 Governing Law. 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.



     8.6 Counterparts; Facsimile. This Agreement may be executed in one or more
counterparts, each of which will be deemed an original, but all of which together shall constitute
one and the same instrument. This Agreement may also be executed and delivered by facsimile or
portable document format (pdf) and in one or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same instrument.



     8.7 Titles and Subtitles. Whenever herein the singular number is used, the same shall
include the plural, and the plural shall include the singular where appropriate, and words of any
gender shall include the other gender when appropriate. The headings of the Sections contained in
this Agreement are for convenience only and shall not be taken into account in determining the
meaning of any provision of this Agreement. The words “hereof” and “herein” refer to this entire
Agreement and not merely the Section in which such words appear. If the last day for performance
of any obligation hereunder is not a Business Day, then the deadline for such performance or the
expiration of the applicable period or date shall be extended to the next Business Day.



     8.8 Representatives. Any decisions, consents, agreements, notices or communications
required in connection with this Agreement by any member of the Gazit Group shall be made, written
or delivered by its representative, Gazit Globe and Equity One and Liberty Group shall be entitled
to rely on the decisions, consents, agreements, notices or communications from Gazit Globe without
further action from any other member of the Gazit Group.



21









 





     8.9 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 Parent or LIH:


Capital Shopping Centres Group plc

40 Broadway

London SW1H OBT

United Kingdom

Attn: Company Secretary

Fax: (44) 207 7887 0001




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


Skadden, Arps, Slate, Meagher & Flom, LLP

155 North Wacker Drive

Chicago, Illinois 60606

Attn: Rodd M. Schreiber, Esq.

Fax: (312) 407-0411




     If to any member or Affiliate of the Gazit Group:


Gazit-Globe Ltd.

1 Hashalom Road

Tel Aviv

Israel

Attn: Eran Ballan, Vice President and General Counsel

Fax: (972) 3-696-1910




     with a copy to (which shall not constitute notice to any member or Affiliate of the Gazit
Group):


Paul, Hastings, Janofsky & Walker LLP

75 E. 55th Street

New York, New York 10022

Attn: Mark Schonberger, Esq.

Fax: (212) 230-7747




     If to Equity One:


Equity One, Inc.

1600 N.E. Miami Gardens Drive

North Miami Beach, Florida 33179

Attn: General Counsel

Fax: (305) 947-1734







22









 








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


Goodwin Procter LLP

Exchange Place, 53 State St.

Boston, MA 02109

Attn: Gilbert G. Menna, Esq.

Attn: Suzanne 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.




     8.10 Entire Agreement; No Amendment. 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 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. This Agreement may not be amended,
modified or otherwise altered except by a written agreement signed by the party hereto against whom
enforcement is sought. It is agreed that no obligation under this Agreement which by its terms is
to be performed or continue to be performed after Closing and no provision of this Agreement which
is expressly to survive Closing shall merge upon Closing, but shall survive Closing.



     8.11 Invalid Provisions. 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 parties’ intent with respect to the transactions
contemplated by this Agreement.



     8.12 Further Assurances. At any time or from time to time after the date hereof, the
parties agree to cooperate with each other, and at the request of any other party, to execute and
deliver any further instruments or documents and to take all such further action as the other party
may reasonably request in order to evidence or effectuate the consummation of the transactions
contemplated hereby and to otherwise carry out the intent of the parties hereunder.


     8.13 Jurisdiction; Service of Process. Each party 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






23









 







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 and thereby 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 8.13 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 8.9. 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.



     8.14 Waiver of Jury Trial. Each party 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 directly or
indirectly arising out of, under or in connection with this Agreement or any transaction
contemplated hereby. Each party (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 8.14.



     8.15 Specific Performance. The parties hereto recognize that the 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.




[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]








24









 






     IN WITNESS WHEREOF, the parties have executed this Equityholders Agreement as of the date
first written above.





	 	 	 	 	 
	 	
EQUITY ONE, INC.

 	 
	 	By:  	/s/ Jeffrey S. Olson
 	 
	 	 	Name:  	Jeffrey S. Olson 	 
	 	 	Title:  	Chief Executive Officer 	 
	 
	 	CAPITAL SHOPPING CENTRES GROUP PLC

 	 
	 	By:  	/s/ David Fischel
 	 
	 	 	Name:  	David Fischel 	 
	 	 	Title:  	Director 	 
	 
	 	LIBERTY INTERNATIONAL HOLDINGS LIMITED

 	 
	 	By:  	/s/ David Fischel
 	 
	 	 	Name:  	David Fischel 	 
	 	 	Title:  	Director 	 
	 
	 	GAZIT-GLOBE, LTD.

 	 
	 	By:  	/s/ Roni Soffer
 	 
	 	 	Name:  	Roni Soffer 	 
	 	 	Title:  	President 	 
	 
	 	 	 
	 	By:  	                                              /s/ Varda Zuntz
 	 
	 	 	Name:  	Varda Zuntz 	 
	 	 	Title:  	Corporate Secretary 	 
	 



 









 






	 	 	 	 	 
	 	MGN (USA) INC.

 	 
	 	By:  	/s/ Chaim Katzman
 	 
	 	 	Name:  	Chaim Katzman 	 
	 	 	Title:  	President 	 
	 
	 	 	 
	 	By:  	                                              /s/ Sean Kanov
 	 
	 	 	Name:  	Sean Kanov 	 
	 	 	Title:  	Controller 	 
	 
	 	GAZIT (1995), INC.

 	 
	 	By:  	/s/ Chaim Katzman
 	 
	 	 	Name:  	Chaim Katzman 	 
	 	 	Title:  	President 	 
	 
	 	 	 
	 	By:  	                                              /s/ Sean Kanov
 	 
	 	 	Name:  	Sean Kanov 	 
	 	 	Title:  	Controller 	 
	 
	 	MGN AMERICA, LLC

 	 
	 	By:  	/s/ Chaim Katzman
 	 
	 	 	Name:  	Chaim Katzman 	 
	 	 	Title:  	President 	 
	 
	 	 	 
	 	By:  	                                              /s/ Sean Kanov
 	 
	 	 	Name:  	Sean Kanov 	 
	 	 	Title:  	Controller 	 
	 
	 	SILVER MAPLE (2001), INC.

 	 
	 	By:  	/s/ Gail Mifsud
 	 
	 	 	Name:  	Gail Mifsud 	 
	 	 	Title:  	Chief Executive Officer 	 
	 



 









 






	 	 	 	 	 
	 	 	 
	 	By:  	                                              /s/ Nir Chanoch
 	 
	 	 	Name:  	Nir Chanoch 	 
	 	 	Title:  	Chief Operating Officer 	 
	 
	 	FICUS, INC.

 	 
	 	By:  	/s/ Gail Mifsud
 	 
	 	 	Name:  	Gail Mifsud 	 
	 	 	Title:  	Chief Executive Officer 	 
	 
	 	 	 
	 	By:  	                                              /s/ Nir Chanoch
 	 
	 	 	Name:  	Nir Chanoch 	 
	 	 	Title:  	Chief Operating Officer