Brixmor Property Group Inc. Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • August 23rd, 2013 • Brixmor Property Group Inc. • Real estate investment trusts • Maryland

THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the day of , 2013, by and between Brixmor Property Group Inc. (the “Company”), and (“Indemnitee”).

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REGISTRATION RIGHTS AGREEMENT by and among BRIXMOR PROPERTY GROUP INC. and the other parties hereto Dated as of October 29, 2013
Registration Rights Agreement • November 4th, 2013 • Brixmor Property Group Inc. • Real estate investment trusts • New York

THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is dated as of October 29, 2013 and is by and among Brixmor Property Group Inc. (the “Company”), Blackstone (as defined below) and Centerbridge (as defined below).

BRIXMOR OPERATING PARTNERSHIP LP 3.900% Senior Notes due 2027 UNDERWRITING AGREEMENT
Underwriting Agreement • March 3rd, 2017 • Brixmor Property Group Inc. • Real estate investment trusts • New York
STOCKHOLDERS AGREEMENT DATED AS OF October 29, 2013 AMONG BRIXMOR PROPERTY GROUP INC. AND THE OTHER PARTIES HERETO
Stockholders Agreement • November 4th, 2013 • Brixmor Property Group Inc. • Real estate investment trusts • Maryland

This Stockholders Agreement is entered into as of October 29, 2013 by and among Brixmor Property Group Inc. (the “Company”), and each of the other parties identified on the signature pages hereto (the “Investor Parties”).

LOAN AGREEMENT Dated as of August 22, 2012 between THE BORROWERS NAMED HEREIN, as Borrower, and GOLDMAN SACHS MORTGAGE COMPANY, as Lender (BRIXMOR LLC POOL - 3 PROPERTIES)
Loan Agreement • August 23rd, 2013 • Brixmor Property Group Inc. • Real estate investment trusts • New York

This Loan Agreement is dated August 22, 2012 and is between GOLDMAN SACHS MORTGAGE COMPANY, a New York limited partnership, as lender (together with its successors and assigns, including any lawful holder of any portion of the Indebtedness, as hereinafter defined, “Lender”), and THE ENTITIES IDENTIFIED ON THE SIGNATURE PAGES HEREOF AS “BORROWER”, each either a Delaware or New Jersey limited liability company or Delaware limited partnership, collectively as borrower (collectively, jointly and severally, together with their respective permitted successors and assigns, “Borrower”).

EMPLOYMENT AGREEMENT (Michael Carroll)
Employment Agreement • August 23rd, 2013 • Brixmor Property Group Inc. • Real estate investment trusts • New York

EMPLOYMENT AGREEMENT (the “Agreement”) dated November 1, 2011 by and between Brixmor Property Group, Inc. (the “Company”) and Michael Carroll (“Executive”).

BPG SUBSIDIARY INC. RESTRICTED STOCK GRANT AND ACKNOWLEDGMENT (Replacement Award for Blackstone Retail Transaction II Holdco L.P. Units)
Restricted Stock Grant and Acknowledgement • October 4th, 2013 • Brixmor Property Group Inc. • Real estate investment trusts • New York

THIS RESTRICTED STOCK GRANT AND ACKNOWLEDGEMENT (the “Agreement”), is made effective as of the date set forth on the signature page (the “Signature Page”) attached hereto (the “Date of Grant”), between BPG Subsidiary Inc., a Delaware corporation (together with its successors and assigns, the “Company”), the participant identified on the Signature Page attached hereto (the “Participant”) and Blackstone Retail Transaction II Holdco L.P., a Delaware limited partnership (the “Partnership”).

AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF BRIXMOR OPERATING PARTNERSHIP LP a Delaware limited partnership THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR...
Agreement • November 4th, 2013 • Brixmor Property Group Inc. • Real estate investment trusts • Delaware

THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF BRIXMOR OPERATING PARTNERSHIP LP, dated as of October 29, 2013, is made and entered into by and among Brixmor OP GP LLC, a Delaware limited liability company, as the General Partner, BPG Subsidiary Inc., a Delaware corporation, as the Special Limited Partner, and any Additional Limited Partner that is admitted from time to time to the Partnership and listed in the books and records of the Partnership. This Agreement shall be effective at the Effective Time.

Brixmor Property Group Inc. 22,500,000 Shares1 Common Stock ($0.01 par value) Underwriting Agreement
Brixmor Property Group Inc. • March 27th, 2015 • Real estate investment trusts • New York

Brixmor Property Group Inc., a corporation organized under the laws of the State of Maryland (the “Company”), BPG Subsidiary Inc., a Delaware corporation, Brixmor Operating Partnership L.P., a Delaware Limited Partnership, and each of the Selling Stockholders named in Schedule II hereto (collectively, the “Selling Stockholders”) confirm their respective agreements with you and each of the other Underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, with respect to the sale by the Selling Stockholders, and the purchase by the Underwriters, acting severally and not jointly, of 22,500,000 shares of common stock, $0.01 par value per share (“Common Stock”) of the Company (said shares to be sold by the Selling Stockholders being hereinafter called the “Underwritten Securities”). The Selling Stockholders also propose to grant to the Underwriters an option to purchase up to 3,375,000 additional shares of C

TERM LOAN AGREEMENT
Term Loan Agreement • March 18th, 2014 • Brixmor Property Group Inc. • Real estate investment trusts • New York

TERM LOAN AGREEMENT (this “Agreement”) dated as of March 18, 2014, among BRIXMOR OPERATING PARTNERSHIP LP, a Delaware limited partnership, the LENDERS party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

BRIXMOR PROPERTY GROUP INC. RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • March 14th, 2014 • Brixmor Property Group Inc. • Real estate investment trusts • New York

THIS RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) dated as of the Effective Date set forth in the Award Certificate (the “Award Certificate”) is made by and between Brixmor Property Group Inc. (together with its Subsidiaries, the “Company”) and the Participant. The Award Certificate is included with and made part of this Agreement. In this Agreement and each Award Certificate, unless the context otherwise requires, words and expressions shall have the meanings given to them in the Plan, except as herein defined.

LOAN AGREEMENT Dated as of July 28, 2010 by and between CENTRO NP ROOSEVELT MALL OWNER, LLC, as Borrower and JPMORGAN CHASE BANK, N.A., as Lender
Loan Agreement • August 23rd, 2013 • Brixmor Property Group Inc. • Real estate investment trusts • New York

THIS LOAN AGREEMENT, dated as of July 28, 2010 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), by and among JPMORGAN CHASE BANK, N.A., a banking association chartered under the laws of the United States of America, having an address at 383 Madison Avenue, New York, New York 10179 (together with its successors and assigns, “Lender”) and CENTRO NP ROOSEVELT MALL OWNER, LLC, having its principal place of business at 420 Lexington Avenue, New York, New York 10170 (“Borrower”).

PROPERTY MANAGEMENT AGREEMENT
Property Management Agreement • August 23rd, 2013 • Brixmor Property Group Inc. • Real estate investment trusts • New York

THIS PROPERTY MANAGEMENT AGREEMENT (this “Agreement”), made as of this day of , 2013, by and between EACH OF THE ENTITIES SET FORTH ON SCHEDULE 1 HERETO, each with its office at c/o Blackstone Real Estate Advisors L.P., 345 Park Avenue, New York, New York, 10154 (hereinafter called, individually or collectively, as the context may dictate, “Owner”), and BRIXMOR MANGEMENT JOINT VENTURE 2, L.P., a Delaware limited partnership, with its offices at 420 Lexington Avenue, 7th Floor, New York, New York, 10170 (hereinafter called “Manager”).

BRIXMOR LLC and as Trustee SUPPLEMENTAL INDENTURE TO INDENTURE, DATED AS OF MARCH 29, 1995 Dated as of October 16, 2014
Supplemental Indenture • October 17th, 2014 • Brixmor Property Group Inc. • Real estate investment trusts • New York

SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of October 16, 2014, between BRIXMOR LLC, a Maryland limited liability company (formerly known as Centro NP LLC, the successor to New Plan Excel Realty Trust, Inc.) (the “Company”), and U.S. BANK TRUST NATIONAL ASSOCIATION (the successor trustee to The First National Bank of Boston), as trustee (the “Trustee”), to the indenture, dated as of March 29, 1995, between the Company and the Trustee (as amended and supplemented prior to the date hereof, the “Indenture”). Capitalized terms used and not defined herein shall have the meanings ascribed to such terms in the Indenture.

Brixmor Property Group Inc. 25,000,000 Shares1 Common Stock ($0.01 par value) Underwriting Agreement
Execution Version • November 17th, 2014 • Brixmor Property Group Inc. • Real estate investment trusts • New York

Brixmor Property Group Inc., a corporation organized under the laws of the State of Maryland (the “Company”), BPG Subsidiary Inc., a Delaware corporation, Brixmor Operating Partnership L.P., a Delaware Limited Partnership, and each of the Selling Stockholders named in Schedule II hereto (collectively, the “Selling Stockholders”) confirm their respective agreements with you and each of the other Underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, with respect to the sale by the Selling Stockholders, and the purchase by the Underwriters, acting severally and not jointly, of 25,000,000 shares of common stock, $0.01 par value per share (“Common Stock”) of the Company (said shares to be sold by the Selling Stockholders being

EXCHANGE AGREEMENT
Exchange Agreement • November 4th, 2013 • Brixmor Property Group Inc. • Real estate investment trusts • Delaware

EXCHANGE AGREEMENT (this “Agreement”), dated as of October 29, 2013 among Brixmor Property Group Inc., a Maryland corporation, BPG Subsidiary Inc., a Delaware corporation, and the Holders (as defined herein).

GUARANTY
Guaranty • August 23rd, 2013 • Brixmor Property Group Inc. • Real estate investment trusts • New York

THIS GUARANTY (this “Guaranty”) is executed as of July 28, 2010, by CENTRO NP LLC, a Maryland limited liability company, having an address at 420 Lexington Avenue, New York, New York 10170 (“Guarantor”) for the benefit of JPMORGAN CHASE BANK, N.A., a banking association chartered under the laws of the United States of America, having an address at 383 Madison Avenue, New York, New York 10179 (“Lender”).

PARENT GUARANTY
Parent Guaranty • March 18th, 2014 • Brixmor Property Group Inc. • Real estate investment trusts • New York

THIS GUARANTY (“Guaranty”) is executed as of March 18, 2014, by BPG SUBSIDIARY INC., a Delaware corporation (“BPG Subsidiary”), and BRIXMOR OP GP LLC, a Delaware limited liability company (“Brixmor OP GP,” and together with BPG Subsidiary, collectively, the “Guarantors”), for the benefit of JPMORGAN CHASE BANK, N.A., (“Administrative Agent”), in its capacity as the administrative agent for the Lenders under the Loan Agreement defined below, for the benefit of itself and such Lenders. Capitalized terms used herein without definition shall have the meanings assigned to such terms in the Loan Agreement defined below.

SEPARATE SERIES AGREEMENT
Separate Series Agreement • November 4th, 2013 • Brixmor Property Group Inc. • Real estate investment trusts • Delaware

THIS SEPARATE SERIES AGREEMENT, dated as of October 29, 2013 (this “Separate Series Agreement”), is entered into by and among BRE Non-Core Assets Inc. (the “Series A Limited Partner”), as a Limited Partner associated with Series A (as defined below), Non-Core Series GP, LLC (the “Series A General Partner”), as the general partner associated with Series A, Brixmor OP GP LLC, as the general partner (the “General Partner”) of Brixmor Operating Partnership LP (the “Partnership”) on behalf of the Partnership and solely to effect the transactions contemplated by Section I.4 hereof and to evidence its withdrawal as a Limited Partner of the Partnership associated with Series A, BPG Subsidiary Inc., a Delaware corporation (the “Initial Series A Limited Partner”). Capitalized terms used herein and not otherwise defined are used as defined in the Amended and Restated Limited Partnership Agreement of the Partnership, dated as of October 29, 2013, as amended by Amendment No. 1 thereto, dated as of

Brixmor Property Group Inc. 25,000,000 Shares Common Stock ($0.01 par value) Underwriting Agreement
Brixmor Property Group Inc. • June 23rd, 2014 • Real estate investment trusts • New York

Brixmor Property Group Inc., a corporation organized under the laws of the State of Maryland (the “Company”), and each of the Selling Stockholders named in Schedule II hereto (collectively, the “Selling Stockholders”) confirm their respective agreements with you and each of the other Underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, with respect to the sale by the Selling Stockholders, and the purchase by the Underwriters, acting severally and not jointly, of 25,000,000 shares of common stock, $0.01 par value per share (“Common Stock”) of the Company (said shares to be sold by the Selling Stockholders being hereinafter called the “Underwritten Securities”). The Selling Stockholders also propose to grant to the Underwriters an option to purchase up to 3,750,000 additional shares of Common Stock (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being her

SENIOR MEZZANINE GUARANTY
Senior Mezzanine Guaranty • August 23rd, 2013 • Brixmor Property Group Inc. • Real estate investment trusts • New York

THIS SENIOR MEZZANINE GUARANTY (this “Guaranty”) is executed as of July 28, 2010, by CENTRO NP LLC, a Maryland limited liability company, having an address at 420 Lexington Avenue, New York, New York 10170 (“Guarantor”) for the benefit of JPMORGAN CHASE BANK, N.A., a banking association chartered under the laws of the United States of America, having an address at 383 Madison Avenue, New York, New York 10179 (“Lender”).

AMENDMENT NO. 1 TO THE AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF BRIXMOR OPERATING PARTNERSHIP LP
Brixmor Property Group Inc. • November 4th, 2013 • Real estate investment trusts • Delaware

This Amendment No. 1, dated as of October 29, 2013 (this “Amendment No. 1”), is made to that certain Amended and Restated Limited Partnership Agreement of Brixmor Operating Partnership LP (the “Partnership”), dated as of October 29, 2013 (as amended from time to time, the “Partnership Agreement”), by and among Brixmor OP GP LLC, a Delaware limited liability company, in its capacity as the general partner of the Partnership (the “General Partner”), and the Persons admitted to the Partnership and identified on the books and records of the Partnership as limited partners of the Partnership, in their respective capacities as limited partners of the Partnership (each, a “Limited Partner”). This Amendment No. 1 shall be effective simultaneously with the effectiveness of the Amended and Restated Limited Partnership Agreement of the Partnership, dated as of October 29, 2013. The General Partner and the Limited Partners are hereinafter sometimes referred to collectively as the “Partners” and ea

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PROPERTY MANAGEMENT AGREEMENT
Property Management Agreement • March 12th, 2014 • Brixmor Property Group Inc. • Real estate investment trusts • New York

THIS PROPERTY MANAGEMENT AGREEMENT (this “Agreement”), made as of this 29th day of October, 2013, by and between EACH OF THE ENTITIES SET FORTH ON SCHEDULE 1 HERETO, each with its office at c/o Blackstone Real Estate Advisors L.P., 345 Park Avenue, New York, New York, 10154 (hereinafter called, individually or collectively, as the context may dictate, "Owner"), and BRIXMOR MANAGEMENT JOINT VENTURE 2, LP, a Delaware limited partnership, with its offices at 420 Lexington Avenue, 7th Floor, New York, New York, 10170 (hereinafter called "Manager").

REVOLVING CREDIT AND TERM LOAN AGREEMENT dated as of July 16, 2013 among BRIXMOR OPERATING PARTNERSHIP LP The Lenders Party Hereto JPMORGAN CHASE BANK, N.A. as Administrative Agent BANK OF AMERICA, N.A. and WELLS FARGO BANK, NATIONAL ASSOCIATION as...
Revolving Credit and Term Loan Agreement • August 23rd, 2013 • Brixmor Property Group Inc. • Real estate investment trusts • New York

REVOLVING CREDIT AND TERM LOAN AGREEMENT (this “Agreement”) dated as of July 16, 2013, among BRIXMOR OPERATING PARTNERSHIP LP, a Delaware limited partnership, the LENDERS party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

RELEASE AND WAIVER OF CLAIMS
Release and Waiver of Claims • September 23rd, 2013 • Brixmor Property Group Inc. • Real estate investment trusts • New York

This Release and Waiver of Claims (“Release”) is entered into and delivered to Brixmor Property Group Inc. (the “Company”) as of the 4th day of September, 2013 (the “Effective Date”), by Tiffanie Fisher (the “Executive”). The Executive and the Company agree as follows:

Brixmor Property Group Inc. Shares1 Common Stock ($0.01 par value) Underwriting Agreement
Underwriting Agreement • October 4th, 2013 • Brixmor Property Group Inc. • Real estate investment trusts • New York

Brixmor Property Group Inc., a corporation organized under the laws of State of Delaware that will be converted (the “Conversion”) to a corporation organized under the laws of State of Maryland prior to the Closing Date (as defined herein) (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, [—] shares of common stock, $0.01 par value (“Common Stock”) of the Company (said shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). Upon receipt of the net proceeds of the sale of the Underwritten Securities on the Closing Date, the Company will contribute such net proceeds to BPG Subsidiary Inc., a Delaware corporation and a majority-owned subsidiary of the Company (“BPG Subsidiary”), in exchange for a number of shares of common stock of BPG Subsidiary (the “BPG Subsidiary Shares”) that is equivalent to the number of Underw

LOAN AGREEMENT Dated as of June 28, 2011 Among THE ENTITIES IDENTIFIED ON EXHIBIT A ATTACHED HERETO, Collectively, as Borrower and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Lender
Loan Agreement • August 23rd, 2013 • Brixmor Property Group Inc. • Real estate investment trusts • New York

THIS LOAN AGREEMENT, dated as of June 28, 2011 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), by and among WELLS FARGO BANK, NATIONAL ASSOCIATION, having an address at Wells Fargo Center, 1901 Harrison Street, 2nd Floor, Oakland, California 94612 (together with its successors and assigns, “Lender”) and THE ENTITIES IDENTIFIED ON EXHIBIT A ATTACHED HERETO AS BORROWER, each having its principal place of business at 420 Lexington Avenue, New York, New York 10170 (collectively and/or individually as the context may require, “Borrower”).

BRIXMOR OPERATING PARTNERSHIP LP LTIP UNIT AGREEMENT
Ltip Unit Agreement • March 14th, 2014 • Brixmor Property Group Inc. • Real estate investment trusts • New York

THIS LTIP UNIT AGREEMENT (this “Agreement”) dated as of the Effective Date set forth in the Award Certificate (the “Award Certificate”) is made by and between Brixmor Operating Partnership LP (the “Partnership”) and Brixmor Property Group Inc. (together with its Subsidiaries, the “Company”), and the Participant. The Award Certificate is included with and made part of this Agreement. In this Agreement and each Award Certificate, unless the context otherwise requires, words and expressions shall have the meanings given to them in the Plan, except as herein defined.

DIRECTOR RESTRICTED STOCK AWARD AGREEMENT
Director Restricted Stock Award Agreement • October 4th, 2013 • Brixmor Property Group Inc. • Real estate investment trusts • New York

THIS DIRECTOR RESTRICTED STOCK AGREEMENT (the “Agreement”), is made effective as of the date set forth on the signature page (the “Signature Page”) attached hereto (the “Date of Grant”), between Brixmor Property Group Inc. (together with its successors and assigns, the “Company”) and the participant identified on the Signature Page attached hereto (the “Participant”).

AMENDMENT NO. 1 TO THE AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF BRIXMOR OPERATING PARTNERSHIP LP
Brixmor Operating Partnership Lp • September 23rd, 2013 • Brixmor Property Group Inc. • Real estate investment trusts • Delaware

This Amendment No. 1, dated as of , 2013 (this “Amendment No. 1”), is made to that certain Amended and Restated Limited Partnership Agreement of Brixmor Operating Partnership LP (the “Partnership”), dated as of , 2013 (as amended from time to time, the “Partnership Agreement”), by and among Brixmor OP GP LLC, a Delaware limited liability company, in its capacity as the general partner of the Partnership (the “General Partner”), and the Persons admitted to the Partnership and identified on the books and records of the Partnership as limited partners of the Partnership, in their respective capacities as limited partners of the Partnership (each, a “Limited Partner”). This Amendment No. 1 shall be effective simultaneously with the effectiveness of the Amended and Restated Limited Partnership Agreement of the Partnership, dated as of , 2013. The General Partner and the Limited Partners are hereinafter sometimes referred to collectively as the “Partners” and each of them individually as a “

AMENDMENT NO. 2 TO THE AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF BRIXMOR OPERATING PARTNERSHIP LP a Delaware limited partnership
Brixmor Property Group Inc. • March 14th, 2014 • Real estate investment trusts • Delaware
SENIOR MEZZANINE LOAN AGREEMENT Dated as of July 28, 2010 Among CENTRO NP NEW GARDEN MEZZ 1, LLC, and CENTRO NP SENIOR MEZZ HOLDING, LLC, collectively, as Borrower and JPMORGAN CHASE BANK, N.A., as Lender
Senior Mezzanine Loan Agreement • August 23rd, 2013 • Brixmor Property Group Inc. • Real estate investment trusts • New York

THIS SENIOR MEZZANINE LOAN AGREEMENT, dated as of July 28, 2010 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), by and among JPMORGAN CHASE BANK, N.A., a banking association chartered under the laws of the United States of America, having an address at 383 Madison Avenue, New York, New York 10179 (together with its successors and assigns, “Lender”) and CENTRO NP NEW GARDEN MEZZ 1, LLC, a Delaware limited liability company, and CENTRO NP SENIOR MEZZ HOLDING, LLC, a Delaware limited liability company, each having its principal place of business at 420 Lexington Avenue, New York, New York 10170 (collectively and/or individually as the context may require, “Borrower”).

AMENDMENT NO. 3 TO THE AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF BRIXMOR OPERATING PARTNERSHIP LP
Limited Partnership Agreement • April 3rd, 2014 • Brixmor Property Group Inc. • Real estate investment trusts • Delaware

This Amendment No. 3, dated as of March 28, 2014 (this “Amendment No. 3”), is made to that certain Amended and Restated Limited Partnership Agreement of Brixmor Operating Partnership LP (the “Partnership”), dated as of October 29, 2013 (as amended to the date hereof, the “Existing Partnership Agreement” and the Existing Partnership Agreement as amended by this Amendment No. 3 and as it may be further amended from time to time, the “Partnership Agreement”), by and among Brixmor OP GP LLC, a Delaware limited liability company, in its capacity as the general partner of the Partnership (the “General Partner”), and the Persons admitted to the Partnership and identified on the books and records of the Partnership as limited partners of the Partnership, in their respective capacities as limited partners of the Partnership (each, a “Limited Partner”).

CONTRIBUTION AGREEMENT
Contribution Agreement • August 23rd, 2013 • Brixmor Property Group Inc. • Real estate investment trusts • Delaware

This Contribution Agreement, dated as of , 2013 (this “Contribution Agreement”), is entered into by and between , a (“Contributor”) and Brixmor Operating Partnership L.P., a Delaware limited partnership (“Contributee”).

Underwriting Agreement
Brixmor Property Group Inc. • December 15th, 2014 • Real estate investment trusts • New York

Brixmor Property Group Inc., a corporation organized under the laws of the State of Maryland (the “Company”), BPG Subsidiary Inc., a Delaware corporation, Brixmor Operating Partnership L.P., a Delaware Limited Partnership, and each of the Selling Stockholders named in Schedule II hereto (collectively, the “Selling Stockholders”) confirm their respective agreements with you and each of the other Underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representative”) are acting as representative, with respect to the sale by the Selling Stockholders, and the purchase by the Underwriters, acting severally and not jointly, of 5,608,082 shares of common stock, $0.01 par value per share (“Common Stock”) of the Company (said shares to be sold by the Selling Stockholders being hereinafter called the “Securities”).

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