0001193125-18-183265 Sample Contracts

FORM OF DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT
Director and Officer Indemnification Agreement • June 4th, 2018 • Retail Value Inc. • Real estate • Ohio

This Director and Officer Indemnification Agreement, dated as of , 20 (this “Agreement”), is made by and between Retail Value Inc., an Ohio corporation (the “Company”), and (“Indemnitee”).

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AMENDED AND RESTATED MANAGEMENT AND LEASING AGREEMENT
Management and Leasing Agreement • June 4th, 2018 • Retail Value Inc. • Real estate • Ohio

THIS AMENDED AND RESTATED MANAGEMENT AND LEASING AGREEMENT (this “Agreement”), made and entered into as of February 14, 2018, among each of the entities set forth on Exhibit A (each, an “Owner” and collectively, the “Owners”) and DDR ASSET MANAGEMENT LLC, a Delaware limited liability company (hereinafter referred to as “Property Manager”).

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LOAN AGREEMENT Dated as of February 14, 2018 Between EACH OF THE ENTITIES LISTED ON SCHEDULES 1.1(a) and 1.1(b) ATTACHED HERETO , individually and/or collectively, as the context may require, as Borrower, and RVI CMA HOLDER LLC, as Additional Obligor...
Loan Agreement • June 4th, 2018 • Retail Value Inc. • Real estate • New York

THIS LOAN AGREEMENT, dated as of February 14, 2018 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), by and among COLUMN FINANCIAL, INC., having an address at 11 Madison Avenue, New York, New York 10010 (“CF”), JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, having an address at 383 Madison Avenue, New York, New York 10179 (“JPM”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, having an address at Wells Fargo Center, 1901 Harrison Street, 2nd Floor, MAC A0227-020, Oakland, California 94612 (“Wells”; together with CF and JPM and their respective successors and/or assigns, each a “Co-Lender” and, collectively, collectively “Lender”), and EACH OF THE ENTITIES LISTED ON SCHEDULE 1.1(a) ATTACHED HERETO, each having its principal place of business at 3300 Enterprise Parkway, Beachwood, OH 44122 (individually or collectively, as the context may require, together with their respective permitted successors and/or assigns, “Continental Borrower”),

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FORM OF EXTERNAL MANAGEMENT AGREEMENT by and between RETAIL VALUE INC. and DDR ASSET MANAGEMENT LLC Dated [ ], 2018
External Management Agreement • June 4th, 2018 • Retail Value Inc. • Real estate • Ohio

THIS EXTERNAL MANAGEMENT AGREEMENT, dated [ ], 2018 (this “Agreement”), is by and between RETAIL VALUE INC., an Ohio corporation (together with its subsidiaries, the “Company”) and DDR ASSET MANAGEMENT LLC, a Delaware limited liability company (“Service Provider”).

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RETAIL VALUE INC. Form of Restricted Share Units Agreement
Restricted Share Units Agreement • June 4th, 2018 • Retail Value Inc. • Real estate • Ohio

This RESTRICTED SHARE UNITS AGREEMENT (this “Agreement”) is made as of , 20 , by and between Retail Value Inc., an Ohio corporation (the “Company”), and (the “Grantee”).

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FORM OF WAIVER AGREEMENT
Form of Waiver Agreement • June 4th, 2018 • Retail Value Inc. • Real estate • New York

THIS WAIVER AGREEMENT (this “Agreement”) is made and entered into as of [__], 2018 by and among Mr. Alexander Otto (the “Distributee”) and Retail Value Inc., (the “Company”).

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FORM OF SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN DDR CORP. AND RETAIL VALUE INC. DATED [ ], 2018
Separation and Distribution Agreement • June 4th, 2018 • Retail Value Inc. • Real estate • Ohio

THIS SEPARATION AND DISTRIBUTION AGREEMENT, dated [ ], 2018 (this “Agreement”), is by and between DDR Corp., an Ohio corporation (“DDR”) and Retail Value Inc., an Ohio corporation and a direct, wholly owned subsidiary of DDR (“RVI”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.

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FORM OF TAX MATTERS AGREEMENT BETWEEN DDR CORP. AND RETAIL VALUE INC. DATED AS OF [__], 2018
Tax Matters Agreement • June 4th, 2018 • Retail Value Inc. • Real estate • New York

This TAX MATTERS AGREEMENT (this “Agreement”) is entered into as of [__], 2018, by and between DDR Corp., an Ohio corporation (“DDR”), and Retail Value Inc., an Ohio corporation and a direct, wholly owned subsidiary of DDR immediately prior to the Distribution (“RVI” and together with DDR, the “Parties” and each a “Party”).

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FIRST AMENDMENT TO LOAN AGREEMENT AND OTHER LOAN DOCUMENTS Dated as of February 27, 2018 Between EACH OF THE ENTITIES LISTED ON SCHEDULE I ATTACHED HERETO, individually and/or collectively, as the context may require, as Borrower and RVI CMA HOLDER...
Loan Agreement and Other Loan Documents • June 4th, 2018 • Retail Value Inc. • Real estate • New York

THIS FIRST AMENDMENT TO LOAN AGREEMENT AND OTHER LOAN DOCUMENTS, dated as of February 27, 2018 (this “Amendment”), is by and among COLUMN FINANCIAL, INC., having an address at 11 Madison Avenue, New York, New York 10010 (“CF”), JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, having an address at 383 Madison Avenue, New York, New York 10179 (“JPM”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, having an address at Wells Fargo Center, 1901 Harrison Street, 2nd Floor, MAC A0227-020, Oakland, California 94612 (“Wells”; and together with CF and JPM and their respective successors and/or assigns, collectively “Lender”), EACH OF THE ENTITIES LISTED ON SCHEDULE I ATTACHED HERETO, each having its principal place of business at 3300 Enterprise Parkway, Beachwood, OH 44122 (individually and/or collectively, as the context may require, together with their respective successors and/or assigns, “Borrower”) and RVI CMA HOLDER LLC, a Delaware limited liability company having its principal place of business a

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SECOND AMENDMENT TO LOAN AGREEMENT AND OTHER LOAN DOCUMENTS Dated as of March 6, 2018 Between EACH OF THE ENTITIES LISTED ON SCHEDULE I ATTACHED HERETO, individually and/or collectively, as the context may require, as Borrower and RVI CMA HOLDER LLC,...
Loan Agreement and Other Loan Documents • June 4th, 2018 • Retail Value Inc. • Real estate • New York

THIS SECOND AMENDMENT TO LOAN AGREEMENT AND OTHER LOAN DOCUMENTS, dated as of March 6, 2018 (this “Amendment”), is by and among COLUMN FINANCIAL, INC., having an address at 11 Madison Avenue, New York, New York 10010 (“CF”), JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, having an address at 383 Madison Avenue, New York, New York 10179 (“JPM”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, having an address at Wells Fargo Center, 1901 Harrison Street, 2nd Floor, MAC A0227-020, Oakland, California 94612 (“Wells”; and together with CF and JPM and their respective successors and/or assigns, collectively “Lender”), EACH OF THE ENTITIES LISTED ON SCHEDULE I ATTACHED HERETO, each having its principal place of business at 3300 Enterprise Parkway, Beachwood, OH 44122 (individually and/or collectively, as the context may require, together with their respective successors and/or assigns, “Borrower”) and RVI CMA HOLDER LLC, a Delaware limited liability company having its principal place of business at 3

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THIRD AMENDMENT TO LOAN AGREEMENT AND OTHER LOAN DOCUMENTS Dated as of March 14, 2018 Between EACH OF THE ENTITIES LISTED ON SCHEDULE I ATTACHED HERETO, individually and/or collectively, as the context may require, as Borrower and RVI CMA HOLDER LLC,...
Loan Agreement and Other Loan Documents • June 4th, 2018 • Retail Value Inc. • Real estate • New York

(iii)Section 4.12(a)(vi) of the Original Loan Agreement is hereby deleted in its entirety and the following inserted in lieu thereof:

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