RETAIL PROPERTIES OF AMERICA, INC. Shares of Class A Common Stock Underwriting AgreementRetail Properties of America, Inc. • March 23rd, 2012 • Real estate investment trusts • New York
Retail Properties of America, Inc., a Maryland corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom J.P. Morgan Securities LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and KeyBanc Capital Markets Inc. are acting as representatives (the “Representatives”), an aggregate of shares of Class A Common Stock, $0.001 par value per share (“Class A Common Stock”), of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional shares of Class A Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares.”
