AMENDMENT No. 2, dated as of August 30, 1999, to WARRANT AGREEMENT
dated as of September 15, 1998, as previously amended by Amendment No. 1 dated
as of December 18, 1998 (the "Original Agreement"), between Insignia Financial
Group, Inc., a Delaware corporation formerly known as Insignia/ESG Holdings,
Inc. (the "Corporation"), and APTS V, L.L.C., a Delaware limited liability
company ("APTS"), providing for the issuance of warrants to purchase 51,944
shares of common stock, par value $.01 per share, of the Corporation.
WHEREAS, the Corporation and APTS desire to extend the Expiration Date
(as defined in the Original Agreement) of the Warrants provided for in the
Original Agreement;
NOW, THEREFORE, the parties hereto agree as follows:
1. Terms used herein shall have the meanings set forth in the Original
Agreement, unless otherwise defined herein.
2. The Expiration Date of the Warrants is hereby extended from
September 1, 1999 to September 15, 1999.
3. Except as set forth in this Amendment No. 2, the Original Agreement
is hereby ratified and conformed in all respects.
4. Any Warrant Certificate evidencing Warrants need not be amended to
reflect the change in Expiration Date provided for herein in order to give full
effect to such change.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2
to the Original Warrant Agreement to be duly executed and delivered by their
proper and duly authorized officers, as of the date and year first above
written.
INSIGNIA FINANCIAL GROUP, INC.
By: /s/ Xxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxxx
Title: Executive Vice President
APTS V, L.L.C.
By: APTS Partners, L.P., the managing member
By: APTS GP Partner, L.P., its general partner
By: APTS Acquisition Corporation, its general
partner
By: /s/ Xxxx X. X. Xxxxxxxxx
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Name: Xxxx X. X. Xxxxxxxxx
Title: Vice President
