exv10w5








Exhibit 10.5




Intercompany Agreement




STOCKHOLDERS AGREEMENT





     This STOCKHOLDERS AGREEMENT (this “Agreement”) is made as of the 23rd day of May, 2010, by and
among 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”) and Gazit America, Inc., a Canadian corporation (“Gazit America”). The members of
the Gazit Group are sometimes collectively referred to herein as the “Stockholders” and each
individually as a “Stockholder.”



     Capitalized terms that are not defined in this Agreement have the meanings ascribed to them in the
Equityholders Agreement (defined below), a copy of which is annexed hereto as Exhibit A.



RECITALS:




     WHEREAS, on May 23, 2010, 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 (the
“Parent”), Liberty International Holdings Ltd., 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 or LIH, the “Liberty Group”), and the Gazit Group entered into a Stockholders Agreement,
which grants to the Gazit Group certain rights and obligations (the “Equityholders Agreement”).



     WHEREAS, Gazit Globe has been designated as the representative of the Gazit Group with respect to
any decisions, notices or communications required in connection with the Equityholders Agreement by
any member of the Gazit Group; and



     WHEREAS, the individual members of the Gazit Group wish to set forth their collective agreement as
to how the Gazit Group’s rights and obligations under the Equityholders Agreement will be shared,
exercised and allocated among the members of the Gazit Group; and



     WHEREAS, Gazit America, who wholly owns Silver Maple and Ficus, two members of the Gazit Group, is
executing this agreement in both its own capacity and in its capacity as the parent of Silver Maple
and Ficus.



     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




EQUITY ONE BOARD OF DIRECTORS



     1.1 LIH Voting Obligation. Pursuant to Section 2.6 of the Equityholders Agreement, the Liberty
Group has agreed to vote (the “LIH Voting Obligation”) all shares of its EQY Common Stock and
Series B Common Stock, in favor of the election of each individual who is supported by the Gazit
Group as a nominee for election to the Equity One Board (each, a “Director Nominee”). For purposes
of determining the Director Nominees that the Gazit Group will support, the Stockholders hereby
agree that Gazit Globe shall be responsible for soliciting recommendations from the other
Stockholders and Gazit America prior to the date that the Gazit Group is required to provide notice
of its supported Director Nominees under the Equityholders Agreement. Based on such
recommendations, Gazit Globe, in its sole discretion, shall determine the Director Nominees who
will be supported by the Gazit Group and communicate the same as required under the Equityholders
Agreement.



     1.2 Gazit Voting Obligation. Pursuant to Section 2.7 of the Equityholders Agreement, the Gazit
Group has agreed to vote (the “Gazit Voting Obligation”) all shares of its EQY Common Stock in
favor of the election of the LIH nominee approved by the Equity One Board if such LIH nominee is
qualified, in the Gazit Group’s reasonable judgment, to serve as a director of Equity One (such
qualification being deemed to be present in certain circumstances pursuant to the Equityholders
Agreement). For purposes of determining if the LIH nominee is so qualified, the Stockholders hereby
agree that Gazit Globe shall be responsible for soliciting recommendations from the other
Stockholders and Gazit America prior to the date that the Gazit Group is required to provide
notice, if applicable, of its determination as to the qualification of the LIH nominee under the
Equityholders Agreement. Based on such recommendations, Gazit Globe, in its sole discretion, shall
determine, if applicable, whether the Gazit Group will deem the LIH nominee to be qualified and
communicate same as required under the Equityholders Agreement. Each Stockholder hereby agrees that
it will vote its EQY Common Stock in accordance with such determination.



ARTICLE 2




RIGHT OF FIRST OFFER



     2.1 Gazit ROFOs. Pursuant to (i) Section 3.2 of the Equityholders Agreement, the Gazit Group has
the right to purchase any First Offered DR Shares that the Liberty Group desires to sell (that are
not otherwise acquired by Equity One) pursuant to the Gazit DRS ROFO and (ii) Section 3.4 of the
Equityholders Agreement, the Gazit Group has the right to purchase any First Offered EQY Shares
that the Liberty Group desires to sell pursuant to the Gazit Share ROFO. The Stockholders agree
that they will each be entitled to participate in the Gazit ROFOs on a pro rata basis (based upon
their respective relative ownership of Equity One Common Stock vis-a-vis one another, determined on
the date of the Notice of Availability or Shares Sale Offer Notice, as applicable) (the
“Stockholder Percentage”) in accordance with the provisions of Section 2.2 hereof.



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     2.2 Exercise of Election. Gazit Globe shall promptly provide to each Stockholder and Gazit America
any notices provided to the Gazit Group under the Equityholders Agreement with respect to the Gazit
ROFOs, including, without limitation, (i) the Notice of Availability that will be delivered if
Equity One does not exercise its rights under the Equityholders Agreement to purchase the First
Offered DRS Shares during the Equity One Offer Period and (ii) the Shares Sale Offer Notice, First
Notice and Second Notice, as applicable, that will be delivered in connection with the Gazit Share
ROFO. With respect to (i) the Gazit DRS ROFO, each Stockholder shall have seven (7) Business Days
from the date of delivery of the Notice of Availability to notify Gazit Globe of its desire to
purchase the First Offered DRS Shares in an amount equal to its Stockholder Percentage and (ii) the
Gazit Share ROFO, each Stockholder shall have the following periods of time to notify Gazit Globe
of its desire to purchase the First Offered EQY Shares in an amount equal to its Stockholder
Percentage:



          (a) Three (3) Business Days from the date of delivery of the Shares Sale Offer Notice if the First
Offered EQY Shares have an aggregate value of $30 million or less as computed in accordance with
the Equityholders Agreement;




          (b) Five (5) Business Days from the date of delivery of the Shares Sale Offer Notice if the First
Offered EQY Shares have an aggregate value greater than $30 million as computed in accordance with
the Equityholders Agreement; and




          (c) Twenty-four (24) hours from the time of delivery of the Second Notice if the First Offered EQY
Shares are being sold in a Qualified ROFO Offering.



To the extent any Stockholder does not fully participate in their Stockholder Percentage (such
remaining amount, the “Remaining Stockholder Amount”), any Stockholder(s) that have elected to
fully participate in their respective Stockholder Percentage (the “Remaining Stockholders”) shall
have an additional one (1) Business Day from the expiration of the applicable initial response
period (except in the case of a Qualified ROFO Offering which will require that each Stockholder
notify Gazit Globe of the amount of shares it will acquire in such event at the same time as it
gives its initial response) to elect to participate, on a pro rata basis (based upon each Remaining
Stockholder’s respective relative ownership of Equity One Common Stock vis-a-vis the other
Remaining Stockholders, determined on the date of the Notice of Availability), in the Remaining
Stockholder Amount. Each Stockholder that exercises its right to participate in the Gazit ROFOs
shall fund its respective purchase in accordance with the Equityholders Agreement.




ARTICLE 3




OTHER DECISIONS UNDER THE EQUITYHOLDERS AGREEMENT



     3.1 Other Exercises of Discretion. Under the Equityholders Agreement, the Gazit Group has certain
other rights or obligations not otherwise specifically addressed in this Agreement pursuant to
which the Gazit Group is entitled to exercise discretion (such discretionary decisions being
hereinafter referred to as the “Discretionary Decisions”), including, without limitation, the right
to waive the standstill provisions in Section 2.8 of the Equityholders Agreement and the right to
approve amendments. For purposes of determining how the Gazit



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Group will vote or act with respect to any Discretionary Decisions, the Stockholders hereby agree
that Gazit Globe shall be responsible for soliciting recommendations from the other members of the
Gazit Group and Gazit America prior to the date that the Gazit Group is required to provide a
response with respect to such Discretionary Decision. Based on such recommendations, Gazit Globe,
in its sole discretion, shall determine the Gazit Group’s position with respect to any
Discretionary Decisions and communicate the same as required under the Equityholders Agreement.
Each Stockholder hereby agrees that it will take any actions required in order to implement such
determination.




ARTICLE 4




MISCELLANEOUS



     4.1 Term. This Agreement shall terminate upon the termination of the Equityholders Agreement.



     4.2 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 [written] consent of the other parties, provided, however, that any
Stockholder may assign this Agreement to the same extent and under the same terms and conditions as
the Gazit Group is permitted to make assignments under Section 8.4 of the Equityholders Agreement.




          (b) Any successor or permitted assignee of any Stockholder, shall deliver to Gazit Globe 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.




     4.3 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.



     4.4 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.



     4.5 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.



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     4.6 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 addresses:


If to 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:



Paul, Hastings, Janofsky & Walker LLP

75 E. 55th Street

New York, New York 10022

Attn: Mark Schonberger, Esq.

Fax: (212) 230-7747



If to MGN (USA) Inc.:



1696 NE Miami Gardens Drive

North Miami Beach, FL 33179

Attn: Sean Kanov, Controller

Fax: (305) 947-4200



with a copy to:



Paul, Hastings, Janofsky & Walker LLP

75 E. 55th Street

New York, New York 10022

Attn: Mark Schonberger, Esq.

Fax: (212) 230-7747



If to Gazit (1995), Inc.:



1696 NE Miami Gardens Drive

North Miami Beach, FL 33179

Attn: Sean Kanov, Controller

Fax: (305) 947-4200







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with a copy to:



Paul, Hastings, Janofsky & Walker LLP

75 E. 55th Street

New York, New York 10022

Attn: Mark Schonberger, Esq.

Fax: (212) 230-7747



If to MGN America, LLC:



1696 NE Miami Gardens Drive

North Miami Beach, FL 33179

Attn: Sean Kanov, Controller

Fax: (305) 947-4200



with a copy to:



Paul, Hastings, Janofsky & Walker LLP

75 E. 55th Street

New York, New York 10022

Attn: Mark Schonberger, Esq.

Fax: (212) 230-7747



If to Silver Maple, Inc.:



1696 NE Miami Gardens Drive

North Miami Beach, FL 33179



with a copy to:



Paul, Hastings, Janofsky & Walker LLP

75 E. 55th Street

New York, New York 10022

Attn: Mark Schonberger, Esq.

Fax: (212) 230-7747



If to Ficus, Inc.:



1696 NE Miami Gardens Drive

North Miami Beach, FL 33179




with a copy to:



Paul, Hastings, Janofsky & Walker LLP

75 E. 55th Street

New York, New York 10022

Attn: Mark Schonberger, Esq.

Fax: (212) 230-7747




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If to Gazit America, Inc.:



Gail C. Mifsud

Chief Executive Officer

Gazit America Inc. (TSX:GAA)

109 Atlantic Avenue, Suite 303

Toronto, Ontario M6K 1X4

Fax: (416) 447-3488



with a copy to:



Paul, Hastings, Janofsky & Walker LLP

75 E. 55th Street

New York, New York 10022

Attn: Mark Schonberger, Esq.

Fax: (212) 230-7747



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.




4.7Entire Agreement; No Amendment. This Agreement 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.


4.8 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.


4.9 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.

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



	 	 	 	 	 
	 	GAZIT-GLOBE, LTD.

 	 
	 	By:  	/s/ Roni Soffer
 	 
	 	 	Name:  	Roni Soffer 	 
	 	 	Title:  	President 	 
	 	 	 
	 	By:  	/s/ Varda Zuntz
 	 
	 	 	Name:  	Varda Zuntz 	 
	 	 	Title:  	Corporate Secretary 	 
	 
	 	M G N (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 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	GAZIT AMERICA, INC.

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



 









 






	 	 	 	 	 



Exhibit A




Equityholders Agreement



(See Exhibit 10.2 of Form 8-K of Equity One, Inc. as filed with the Securities and Exchange

Commission on May 27, 2010 (Commission File Number: 001-13499)).