Common use of SELLERS Clause in Contracts

SELLERS. DDR FORT UNION I & II LLC, a Delaware limited liability company By: /s/ Xxxxxx Xxxxxxxxxx Print: Xxxxxx Xxxxxxxxxx Title: Vice President DDR MIDVALLEY LLC, a Delaware limited liability company By: /s/ Xxxxxx Xxxxxxxxxx Print: Xxxxxx Xxxxxxxxxx Title: Vice President DDR FAMILY CENTERS LP, a Delaware limited partnership By: DDR DownREIT LLC, its General Partner By: DDR Corp., its Sole Member By: /s/ Xxxxxx Xxxxxxxxxx Print: Xxxxxx Xxxxxxxxxx Title: Vice President DDR FORT UNION W LLC, a Delaware limited liability company By: /s/ Xxxxxx Xxxxxxxxxx Print: Xxxxxx Xxxxxxxxxx Title: Vice President HERMES ASSOCIATES, a Utah general partnership By: DDR Family Centers LP, its General Partner By: DDR DownREIT LLC, its General Partner By: DDR Corp., its Sole Member By: /s/ Xxxxxx Xxxxxxxxxx Print: Xxxxxx Xxxxxxxxxx Title: Vice President HERMES ASSOCIATES, LTD., a Utah limited partnership By: DDR Family Centers LP, its General Partner By: DDR DownREIT LLC, its General Partner By: DDR Corp., its Sole Member By: /s/ Xxxxxx Xxxxxxxxxx Print: Xxxxxx Xxxxxxxxxx Title: Vice President UNIVERSITY SQUARE ASSOCIATES, LTD., a Utah limited partnership By: DDR Family Centers Orem LLC, its General Partner By: /s/ Xxxxxx Xxxxxxxxxx Print: Xxxxxx Xxxxxxxxxx Title: Vice President BUYER: EXCEL TRUST, L.P., a Delaware limited partnership By: Excel Trust, Inc., a Maryland corporation, its General Partner By: /s/ Xxxx X. Xxxxxx Xxxx X. Xxxxxx Title: Chief Investment Officer FIFTH AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS THIS FIFTH AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (the “Fifth Amendment”), is effective as of the 21st day of August, 2014 (the “Amendment Effective Date”), by and between: (i) DDR FORT UNION I & II LLC, a Delaware limited liability company (“DDR Fort Union”), DDR MIDVALLEY LLC, a Delaware limited liability company (“DDR Midvalley”), DDR FAMILY CENTERS LP, a Delaware limited partnership (“DDR Family Centers”), and DDR FORT UNION W LLC, a Delaware limited liability company (“DDR FUW”) (DDR Fort Union, DDR Midvalley, DDR Family Centers and DDR FUW are defined collectively herein as “Fort Union Seller”) in connection with the Fort Union Property; (ii) DDR Family Centers, HERMES ASSOCIATES, a Utah general partnership (“Hermes General”), and HERMES ASSOCIATES, LTD., a Utah limited partnership (“Hermes Limited”) (DDR Family Centers, Hermes General and Hermes Limited are defined collectively herein as “Taylorsville Seller”) in connection with the Taylorsville Property; (iii) UNIVERSITY SQUARE ASSOCIATES, LTD., a Utah limited partnership (“Orem Seller”) in connection with the Orem Property (Fort Union Seller, Taylorsville Seller and Orem Seller are hereinafter referred to individually as a “Seller” and collectively as “Sellers”); and (iv) EXCEL TRUST, L.P., a Delaware limited partnership (“Buyer”); and this Fifth Amendment constitutes an amendment to that certain Purchase and Sale Agreement and Joint Escrow Instructions, entered into between Sellers and Buyer and dated effective as of May 16, 2014 (the “Original Purchase Agreement”), as amended by that certain First Amendment to Purchase and Sale Agreement and Joint Escrow Instructions, entered into between Sellers and Buyer and dated effective as of August 13, 2014 (the “First Amendment”), as further amended by that certain Second Amendment to Purchase and Sale Agreement and Joint Escrow Instructions, entered into between Sellers and Buyer and dated effective as of August 15, 2014 (the “Second Amendment”), as further amended by that certain Third Amendment to Purchase and Sale Agreement and Joint Escrow Instructions, entered into between Sellers and Buyer and dated effective as of August 18, 2014 (the “Third Amendment”), and as further amended by that certain Fourth Amendment to Purchase and Sale Agreement and Joint Escrow Instructions, entered into between Sellers and Buyer and dated effective as of August 19, 2014 (the “Fourth Amendment”) and together with the Original Purchase Agreement, the First Amendment, the Second Amendment and the Third Amendment, the “Purchase Agreement”). Capitalized terms used herein without definition shall have the meaning ascribed to such terms in the Purchase Agreement. In consideration of the agreements hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Sellers and Buyer agree as follows:

SELLERS. DDR FORT UNION I & II LLC, a Delaware limited liability company By: /s/ Xxxxxx Xxxxxxxxxx Print: Xxxxxx Xxxxxxxxxx Title: Vice President DDR MIDVALLEY LLC, a Delaware limited liability company By: /s/ Xxxxxx Xxxxxxxxxx Print: Xxxxxx Xxxxxxxxxx Title: Vice President DDR FAMILY CENTERS LP, a Delaware limited partnership By: DDR DownREIT LLC, its General Partner By: DDR Corp., its Sole Member By: /s/ Xxxxxx Xxxxxxxxxx Print: Xxxxxx Xxxxxxxxxx Title: Vice President DDR FORT UNION W LLC, a Delaware limited liability company By: /s/ Xxxxxx Xxxxxxxxxx Print: Xxxxxx Xxxxxxxxxx Title: Vice President HERMES ASSOCIATES, a Utah general partnership By: DDR Family Centers LP, its General Partner By: DDR DownREIT LLC, its General Partner By: DDR Corp., its Sole Member By: /s/ Xxxxxx Xxxxxxxxxx Print: Xxxxxx Xxxxxxxxxx Title: Vice President HERMES ASSOCIATES, LTD., a Utah limited partnership By: DDR Family Centers LP, its General Partner By: DDR DownREIT LLC, its General Partner By: DDR Corp., its Sole Member By: /s/ Xxxxxx Xxxxxxxxxx Print: Xxxxxx Xxxxxxxxxx Title: Vice President UNIVERSITY SQUARE ASSOCIATES, LTD., a Utah limited partnership By: DDR Family Centers Orem LLC, its General Partner By: /s/ Xxxxxx Xxxxxxxxxx Print: Xxxxxx Xxxxxxxxxx Title: Vice President BUYER: EXCEL TRUST, L.P., a Delaware limited partnership By: Excel Trust, Inc., a Maryland corporation, its General Partner By: /s/ Xxxx X. Xxxxxx Xxxx X. Xxxxxx Title: Chief Investment Officer FIFTH AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS THIS FIFTH AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (the “Fifth Amendment”), is effective as of the 21st day of August, 2014 (the “Amendment Effective Date”), by and between: (i) DDR FORT UNION I & II LLC, a Delaware limited liability company (“DDR Fort Union”), DDR MIDVALLEY LLC, a Delaware limited liability company (“DDR Midvalley”), DDR FAMILY CENTERS LP, a Delaware limited partnership (“DDR Family Centers”), and DDR FORT UNION W LLC, a Delaware limited liability company (“DDR FUW”) (DDR Fort Union, DDR Midvalley, DDR Family Centers and DDR FUW are defined collectively herein as “Fort Union Seller”) in connection with the Fort Union Property; (ii) DDR Family Centers, HERMES ASSOCIATES, a Utah general partnership (“Hermes General”), and HERMES ASSOCIATES, LTD., a Utah limited partnership (“Hermes Limited”) (DDR Family Centers, Hermes General and Hermes Limited are defined collectively herein as “Taylorsville Seller”) in connection with the Taylorsville Property; (iii) UNIVERSITY SQUARE ASSOCIATES, LTD., a Utah limited partnership (“Orem Seller”) in connection with the Orem Property (Fort Union Seller, Taylorsville Seller and Orem Seller are hereinafter referred to individually as a “Seller” and collectively as “Sellers”); and (iv) EXCEL TRUST, L.P., a Delaware limited partnership (“Buyer”); and this Fifth Amendment constitutes an amendment to that certain Purchase and Sale Agreement and Joint Escrow Instructions, entered into between Sellers and Buyer and dated effective as of May 16, 2014 (the “Original Purchase Agreement”), as amended by that certain First Amendment to Purchase and Sale Agreement and Joint Escrow Instructions, entered into between Sellers and Buyer and dated effective as of August 13, 2014 (the “First Amendment”), as further amended by that certain Second Amendment to Purchase and Sale Agreement and Joint Escrow Instructions, entered into between Sellers and Buyer and dated effective as of August 15, 2014 (the “Second Amendment”), as further amended by that certain Third Amendment to Purchase and Sale Agreement and Joint Escrow Instructions, entered into between Sellers and Buyer and dated effective as of August 18, 2014 (the “Third Amendment”), and as further amended by that certain Fourth Amendment to Purchase and Sale Agreement and Joint Escrow Instructions, entered into between Sellers and Buyer and dated effective as of August 19, 2014 (the “Fourth Amendment”) and together with the Original Purchase Agreement, the First Amendment, the Second Amendment and the Third Amendment, the “Purchase Agreement”). Capitalized terms used herein without definition shall have the meaning ascribed to such terms in the Purchase Agreement. In consideration of the agreements hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Sellers and Buyer agree as follows:JOINDER

SELLERS. DDR FORT UNION I & II LLCBy executing the below, each person executing this Agreement as trustee is executing and delivering this Agreement solely in his or her capacity as a Delaware limited liability company trustee of a trust. THE XXXXX XXXX FAMILY IRREVOCABLE TRUST By: /s/ Xxxxxx Xxxxxxxxxx PrintName: Xxxxx Xxx Xxxx Title: Trustee THE XXXXXX XXXX FAMILY IRREVOCABLE TRUST By: Name: Xxxxx Xxx Xxxx Title: Trustee THE WOLF FAMILY 2016 IRREVOCABLE ASSET TRUST By: Name: Xxxxx Xxx Xxxx Title: Co-Trustee By: Name: Xxxxxx Xxxxxxxxxx Xxxxx Xxxx Title: Vice President DDR MIDVALLEY LLC, a Delaware limited liability company Co-Trustee THE XXXX XXXXXXXX FAMILY IRREVOCABLE TRUST By: /s/ Xxxxxx Xxxxxxxxxx PrintName: Xxxxxx Xxxxxxxxxx Xxxx Xxxxx Xxxxxxxx XX Title: Vice President DDR Trustee THE XXXXXXXXX XXXXXXXX FAMILY CENTERS LP, a Delaware limited partnership IRREVOCABLE TRUST By: DDR DownREIT LLC, its General Partner Name: Xxxx Xxxxx Xxxxxxxx XX Title: Trustee THE XXXXXXXX FAMILY 2016 IRREVOCABLE ASSET TRUST By: DDR Corp., its Sole Member Name: Xxxx Xxxxx Xxxxxxxx XX Title: Co-Trustee By: /s/ Xxxxxx Xxxxxxxxxx PrintName: Xxxxxx Xxxxxxxxxx Xxxxxxxxx Xxxxx Xxxxxxxx Title: Vice President DDR FORT UNION W LLC, a Delaware limited liability company Co-Trustee THE XXXX XXXXXX FAMILY IRREVOCABLE TRUST By: /s/ Xxxxxx Xxxxxxxxxx PrintName: Xxxxxx Xxxxxxxxxx Title: Vice President HERMES ASSOCIATES, a Utah general partnership By: DDR Family Centers LP, its General Partner By: DDR DownREIT LLC, its General Partner By: DDR Corp., its Sole Member By: /s/ Xxxxxx Xxxxxxxxxx Print: Xxxxxx Xxxxxxxxxx Title: Vice President HERMES ASSOCIATES, LTD., a Utah limited partnership By: DDR Family Centers LP, its General Partner By: DDR DownREIT LLC, its General Partner By: DDR Corp., its Sole Member By: /s/ Xxxxxx Xxxxxxxxxx Print: Xxxxxx Xxxxxxxxxx Title: Vice President UNIVERSITY SQUARE ASSOCIATES, LTD., a Utah limited partnership By: DDR Family Centers Orem LLC, its General Partner By: /s/ Xxxxxx Xxxxxxxxxx Print: Xxxxxx Xxxxxxxxxx Title: Vice President BUYER: EXCEL TRUST, L.P., a Delaware limited partnership By: Excel Trust, Inc., a Maryland corporation, its General Partner By: /s/ Xxxx X. Xxxxxx Xxxx X. Xxxxxxx Xxxxxx Title: Chief Investment Officer FIFTH AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS THIS FIFTH AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (the “Fifth Amendment”Trustee THE XXXXXXX X’XXXXX FAMILY IRREVOCABLE TRUST By: Name: Xxxx Xxxxxxx Xxxxxx Title: Trustee THE XXXXXX/O’BRIEN FAMILY 2016 IRREVOCABLE ASSET TRUST By: Name: Xxxx Xxxxxxx Xxxxxx Title: Co-Trustee By: Name: Xxxxxxx Xxxxxx X’Xxxxx Title: Co-Trustee SELLERS’ REPRESENTATIVE: By: Name: Xxxx Xxxxx Xxxxxxxx XX SOLELY FOR PURPOSES OF SECTION 6.6, SECTION 6.7, SECTION 6.14, SECTION 6.25, SECTION 8.02(O), is effective as of the 21st day of August, 2014 (the “Amendment Effective Date”), by and betweenSECTION 9.02(C) AND SECTION 11.18 PRINCIPALS: (i) DDR FORT UNION I & II LLC, a Delaware limited liability company (“DDR Fort Union”), DDR MIDVALLEY LLC, a Delaware limited liability company (“DDR Midvalley”), DDR FAMILY CENTERS LP, a Delaware limited partnership (“DDR By: Name: Xxxxx Xxx Wolf By: Name: Xxxx Xxxxx Xxxxxxxx XX By: Name: Xxxx Xxxxxxx Xxxxxx Exhibit A Sellers Seller Selling Percentage The Xxxxx Xxxx Family Centers”), and DDR FORT UNION W LLC, a Delaware limited liability company (“DDR FUW”) (DDR Fort Union, DDR Midvalley, DDR Irrevocable Trust 20.25% The Xxxxxx Xxxx Family Centers and DDR FUW are defined collectively herein as “Fort Union Seller”) in connection with the Fort Union Property; (ii) DDR Irrevocable Trust 20.25% The Xxxx Xxxxxxxx Family Centers, HERMES ASSOCIATES, a Utah general partnership (“Hermes General”), and HERMES ASSOCIATES, LTD., a Utah limited partnership (“Hermes Limited”) (DDR Irrevocable Trust 20.25% The Xxxxxxxxx Xxxxxxxx Family Centers, Hermes General and Hermes Limited are defined collectively herein as “Taylorsville Seller”) in connection with the Taylorsville Property; (iii) UNIVERSITY SQUARE ASSOCIATES, LTD., a Utah limited partnership (“Orem Seller”) in connection with the Orem Property (Fort Union Seller, Taylorsville Seller and Orem Seller are hereinafter referred to individually as a “Seller” and collectively as “Sellers”); and (iv) EXCEL TRUST, L.P., a Delaware limited partnership (“Buyer”); and this Fifth Amendment constitutes an amendment to that certain Purchase and Sale Agreement and Joint Escrow Instructions, entered into between Irrevocable Trust 20.25% The Xxxxxxxx Family 2016 Irrevocable Asset Trust 4.50% The Wolf Family 2016 Irrevocable Asset Trust 4.50% The Xxxx Xxxxxx Family Irrevocable Trust 4.50% The Xxxxxxx X’Xxxxx Family Irrevocable Trust 4.50% The Xxxxxx/X’Xxxxx Family 2016 Irrevocable Asset Trust 1.00% Total 100.00% Exhibit A-1 Xxxxxxxx Sellers and Buyer and dated effective as of May 16, 2014 (the “Original Purchase Agreement”), as amended by that certain First Amendment to Purchase and Sale Agreement and Joint Escrow Instructions, entered into between Wolf Sellers Xxxxxxxx Sellers and Buyer and dated effective as Wolf Sellers Xxxxxxxx/Xxxx Selling Percentage The Xxxxx Xxxx Family Irrevocable Trust 22.50% The Xxxxxx Xxxx Family Irrevocable Trust 22.50% The Xxxx Xxxxxxxx Family Irrevocable Trust 22.50% The Xxxxxxxxx Xxxxxxxx Family Irrevocable Trust 22.50% The Xxxxxxxx Family 2016 Irrevocable Asset Trust 5.00% The Wolf Family 2016 Irrevocable Asset Trust 5.00% Total 100.00% Exhibit B Principals Xxxxx Xxx Xxxx Xxxx Xxxxx Xxxxxxxx XX Xxxx Xxxxxxx Xxxxxx Exhibit C Example of August 13, 2014 (the “First Amendment”), as further amended by that certain Second Amendment to Purchase and Sale Working Capital Calculation Exhibit D Form of Lease Agreement and Joint Escrow Instructions, entered into between Sellers and Buyer and dated effective as Exhibit E Form of August 15, 2014 (the “Second Amendment”), as further amended by that certain Third Amendment to Purchase and Sale Agreement and Joint Escrow Instructions, entered into between Sellers and Buyer and dated effective as Promissory Note Exhibit F Form of August 18, 2014 (the “Third Amendment”), and as further amended by that certain Fourth Amendment to Purchase and Sale Agreement and Joint Escrow Instructions, entered into between Sellers and Buyer and dated effective as of August 19, 2014 (the “Fourth Amendment”) and together with the Original Purchase Earn-Out Payments Agreement, the First Amendment, the Second Amendment and the Third Amendment, the “Purchase Agreement”). Capitalized terms used herein without definition shall have the meaning ascribed to such terms in the Purchase Agreement. In consideration of the agreements hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Sellers and Buyer agree as follows:

SELLERS. DDR FORT UNION I & II TRINITY XXXX PARTNERS III, L.P. By: Trinity Xxxx Partners, L.P., its general partner By: Trinity Xxxx Partners GP, LLC, a Delaware limited liability company its general partner By: /s/ Xxxxxx Xxxxxxxxxx PrintX. Xxxxx Name: Xxxxxx Xxxxxxxxxx X. Xxxxx Title: Vice President DDR MIDVALLEY Managing Member XXXXX XX CO-INVESTMENT FUND III, LLC By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Manager /s/ Xxxxxx X. Xxxx, Xx. Xxxxxx X. Xxxx, Xx. /s/ Xxxxx Xxxxxx Xxxxx Xxxxxx /s/ Xxx Xxxxx Xxx Xxxxx /s/ Xxxxxxx X. Xxxxxxx Xxxxxxx X. Xxxxxxx /s/ XX Xxxxxxxxx XX Xxxxxxxxx XXXXX CAPITAL CP FUNDING LLC By: GC Advisors LLC, a Delaware its Manager By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Senior Managing Director GCP EQUITY, LTD. By: GC Investment Management LLC, its Manager By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Authorized Signatory XXXXX CAPITAL BDC HOLDINGS LLC By: GC Advisors LLC, its Manager By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Senior Managing Director GC ADVISORS LLC, AS AGENT FOR RGA OPERATING COMPANY By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Senior Managing Director XXXXX CAPITAL PEARLS DIRECT LENDING PROGRAM, L.P. By: GC Advisors LLC, its Manager By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Senior Managing Director PEARLS VIII, L.P. By: GC Advisors LLC, its Manager By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Senior Managing Director /s/ Xxxxx Xxxx Xxxxx Xxxx /s/ Xxxx Xxxxxxxxx Xxxx Xxxxxxxxx /s/ Xxxxx Xxxxxxx Xxxxx Xxxxxxx /s/ Xxxxx Xxxxxxx Xxxxx Xxxxxxx /s/ Xxxxx Xxxxxxxxxx Xxxxx Xxxxxxxxxx BUYER: AMC ENTERTAINMENT HOLDINGS, INC. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Chief Executive Officer and President COMPANY: SMH THEATRES, INC. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: President For the limited liability company purposes stated herein: REPRESENTATIVE: TRINITY XXXX MANAGEMENT, L.P. By: Trinity Xxxx Management GP, LLC, its general partner By: /s/ Xxxxxx Xxxxxxxxxx PrintX. Xxxxx Name: Xxxxxx Xxxxxxxxxx X. Xxxxx Title: Vice President DDR FAMILY CENTERS LP, a Delaware limited partnership By: DDR DownREIT LLC, its General Partner By: DDR Corp., its Sole Member By: /s/ Xxxxxx Xxxxxxxxxx Print: Xxxxxx Xxxxxxxxxx Title: Vice President DDR FORT UNION W LLC, a Delaware limited liability company By: /s/ Xxxxxx Xxxxxxxxxx Print: Xxxxxx Xxxxxxxxxx Title: Vice President HERMES ASSOCIATES, a Utah general partnership By: DDR Family Centers LP, its General Partner By: DDR DownREIT LLC, its General Partner By: DDR Corp., its Sole Member By: /s/ Xxxxxx Xxxxxxxxxx Print: Xxxxxx Xxxxxxxxxx Title: Vice President HERMES ASSOCIATES, LTD., a Utah limited partnership By: DDR Family Centers LP, its General Partner By: DDR DownREIT LLC, its General Partner By: DDR Corp., its Sole Member By: /s/ Xxxxxx Xxxxxxxxxx Print: Xxxxxx Xxxxxxxxxx Title: Vice President UNIVERSITY SQUARE ASSOCIATES, LTD., a Utah limited partnership By: DDR Family Centers Orem LLC, its General Partner By: /s/ Xxxxxx Xxxxxxxxxx Print: Xxxxxx Xxxxxxxxxx Title: Vice President BUYER: EXCEL TRUST, L.P., a Delaware limited partnership By: Excel Trust, Inc., a Maryland corporation, its General Partner By: /s/ Xxxx X. Xxxxxx Xxxx X. Xxxxxx Title: Chief Investment Officer FIFTH AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS THIS FIFTH AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (the “Fifth Amendment”), is effective as of the 21st day of August, 2014 (the “Amendment Effective Date”), by and between: (i) DDR FORT UNION I & II LLC, a Delaware limited liability company (“DDR Fort Union”), DDR MIDVALLEY LLC, a Delaware limited liability company (“DDR Midvalley”), DDR FAMILY CENTERS LP, a Delaware limited partnership (“DDR Family Centers”), and DDR FORT UNION W LLC, a Delaware limited liability company (“DDR FUW”) (DDR Fort Union, DDR Midvalley, DDR Family Centers and DDR FUW are defined collectively herein as “Fort Union Seller”) in connection with the Fort Union Property; (ii) DDR Family Centers, HERMES ASSOCIATES, a Utah general partnership (“Hermes General”), and HERMES ASSOCIATES, LTD., a Utah limited partnership (“Hermes Limited”) (DDR Family Centers, Hermes General and Hermes Limited are defined collectively herein as “Taylorsville Seller”) in connection with the Taylorsville Property; (iii) UNIVERSITY SQUARE ASSOCIATES, LTD., a Utah limited partnership (“Orem Seller”) in connection with the Orem Property (Fort Union Seller, Taylorsville Seller and Orem Seller are hereinafter referred to individually as a “Seller” and collectively as “Sellers”); and (iv) EXCEL TRUST, L.P., a Delaware limited partnership (“Buyer”); and this Fifth Amendment constitutes an amendment to that certain Purchase and Sale Agreement and Joint Escrow Instructions, entered into between Sellers and Buyer and dated effective as of May 16, 2014 (the “Original Purchase Agreement”), as amended by that certain First Amendment to Purchase and Sale Agreement and Joint Escrow Instructions, entered into between Sellers and Buyer and dated effective as of August 13, 2014 (the “First Amendment”), as further amended by that certain Second Amendment to Purchase and Sale Agreement and Joint Escrow Instructions, entered into between Sellers and Buyer and dated effective as of August 15, 2014 (the “Second Amendment”), as further amended by that certain Third Amendment to Purchase and Sale Agreement and Joint Escrow Instructions, entered into between Sellers and Buyer and dated effective as of August 18, 2014 (the “Third Amendment”), and as further amended by that certain Fourth Amendment to Purchase and Sale Agreement and Joint Escrow Instructions, entered into between Sellers and Buyer and dated effective as of August 19, 2014 (the “Fourth Amendment”) and together with the Original Purchase Agreement, the First Amendment, the Second Amendment and the Third Amendment, the “Purchase Agreement”). Capitalized terms used herein without definition shall have the meaning ascribed to such terms in the Purchase Agreement. In consideration of the agreements hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Sellers and Buyer agree as follows:Managing Member

SELLERS. DDR FORT UNION I & II LLCFenway Panther Holdings, a Delaware limited liability company LLC By: /s/ Xxxxxx Xxxxxxxxxx PrintX. Xxxxxx Name: Xxxxxx Xxxxxxxxxx X. Xxxxxx Title: Vice President DDR MIDVALLEY LLCAsst. Treasurer Address: 000 X. 00xx Xxxxxx Xxx Xxxx, XX 00000 Facsimile: 000-000-0000 Telephone: 000-000-0000 Attention: Xxxxxx X. Xxxxxx Signature Page(s) to Stock Purchase Agreement Antares Capital Corporation By: /s/ Xxxxxxxx Xxxxxxxxxxxx Name: Xxxxxxxx Xxxxxxxxxxxx Title: Duly Authorized Signatory Address: 000 X. Xxxxxx Chicago, IL 60661 Facsimile: 000-000-0000 Telephone: 000-000-0000 Attention: Xxxxxxxx Xxxxxxxxxxxx Signature Page(s) to Stock Purchase Agreement /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Address: 0000 XX 000xx Xxxxxxxxx, XX 00000 Facsimile: 000-000-0000 Telephone: 000-000-0000 Attention: Xxxxxx Xxxxx /s/ Xxxxxxx X. Xxxxxxxxxx Name: Xxxxxxx X. Xxxxxxxxxx Address: 00000 Xxxxxxx Xxxxx Xxxxx, Ohio 40139 Facsimile: Telephone: 000-000-0000 Attention: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Address: Facsimile: Telephone: Attention: CMFG Life Insurance Company f/k/a Delaware limited liability company CUNA Mutual Insurance Society, successor by merger to CUNA Mutual Life Insurance Company By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Sr. Managing Director, Investments Address: Members Capital Advisors, Inc. 0000 Xxxxxxx Xxxxx Xxxx Xxxxxxx, XX 00000 Facsimile: (000) 000-0000 Telephone: (000) 000-0000 Attention: Private Placements CUMIS Insurance Society, Inc. By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Sr. Managing Director, Investments Address: Members Capital Advisors, Inc. 0000 Xxxxxxx Xxxxx Xxxx Xxxxxxx, XX 00000 Facsimile: (000) 000-0000 Telephone: (000) 000-0000 Attention: Private Placements Fast Cat Enterprises, LLC By: /s/ Xxxxxx X. Xxxxxxxxxx PrintName: Xxxxxx X. Xxxxxxxxxx Title: Vice President DDR FAMILY CENTERS LPManager Address: 0000 Xxxxxxx Xxxx Medina, a Delaware limited partnership ByOH 44256 Facsimile: DDR DownREIT LLCTelephone: (000) 000-0000 Attention: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Address: 00000 Xxxxx Xxxxxxxx Xxxx Xxxx Xxxx, its General Partner ByXX 00000 Facsimile: DDR Corp., its Sole Member Telephone: Attention: MEMBERS Life Insurance Company By: /s/ Xxxxxx Xxxxxxxxxx Print: Xxxxxx Xxxxxxxxxx Title: Vice President DDR FORT UNION W LLC, a Delaware limited liability company By: /s/ Xxxxxx Xxxxxxxxxx Print: Xxxxxx Xxxxxxxxxx Title: Vice President HERMES ASSOCIATES, a Utah general partnership By: DDR Family Centers LP, its General Partner By: DDR DownREIT LLC, its General Partner By: DDR Corp., its Sole Member By: /s/ Xxxxxx Xxxxxxxxxx Print: Xxxxxx Xxxxxxxxxx Title: Vice President HERMES ASSOCIATES, LTD., a Utah limited partnership By: DDR Family Centers LP, its General Partner By: DDR DownREIT LLC, its General Partner By: DDR Corp., its Sole Member By: /s/ Xxxxxx Xxxxxxxxxx Print: Xxxxxx Xxxxxxxxxx Title: Vice President UNIVERSITY SQUARE ASSOCIATES, LTD., a Utah limited partnership By: DDR Family Centers Orem LLC, its General Partner By: /s/ Xxxxxx Xxxxxxxxxx Print: Xxxxxx Xxxxxxxxxx Title: Vice President BUYER: EXCEL TRUST, L.P., a Delaware limited partnership By: Excel Trust, Inc., a Maryland corporation, its General Partner By: /s/ Xxxx Xxxxx X. Xxxxxx Xxxx Name: Xxxxx X. Xxxxxx Title: Chief Investment Officer FIFTH AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS THIS FIFTH AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (the “Fifth Amendment”)Sr. Managing Director, is effective as of the 21st day of AugustInvestments Address: Members Capital Advisors, 2014 (the “Amendment Effective Date”)Inc. 0000 Xxxxxxx Xxxxx Xxxx Xxxxxxx, by and betweenXX 00000 Facsimile: (i000) DDR FORT UNION I & II LLC000-0000 Telephone: (000) 000-0000 Attention: Private Placements /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Address: 00000 Xxxxxxxxx Xxxx. Xxxxx 000 Xxxxxxxx, a Delaware limited liability company (“DDR Fort Union”)XX 00000 Facsimile: 000-000-0000 Telephone: 000-000-0000 Attention: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Address: 0000 Xxxxxxx Xxx Pleasanton, DDR MIDVALLEY LLC, a Delaware limited liability company (“DDR Midvalley”), DDR FAMILY CENTERS LP, a Delaware limited partnership (“DDR Family Centers”), and DDR FORT UNION W LLC, a Delaware limited liability company (“DDR FUW”) (DDR Fort Union, DDR Midvalley, DDR Family Centers and DDR FUW are defined collectively herein as “Fort Union Seller”) in connection with the Fort Union Property; (ii) DDR Family Centers, HERMES ASSOCIATES, a Utah general partnership (“Hermes General”), and HERMES ASSOCIATES, LTD., a Utah limited partnership (“Hermes Limited”) (DDR Family Centers, Hermes General and Hermes Limited are defined collectively herein as “Taylorsville Seller”) in connection with the Taylorsville Property; (iii) UNIVERSITY SQUARE ASSOCIATES, LTD., a Utah limited partnership (“Orem Seller”) in connection with the Orem Property (Fort Union Seller, Taylorsville Seller and Orem Seller are hereinafter referred to individually as a “Seller” and collectively as “Sellers”); and (iv) EXCEL TRUST, L.P., a Delaware limited partnership (“Buyer”); and this Fifth Amendment constitutes an amendment to that certain Purchase and Sale Agreement and Joint Escrow Instructions, entered into between Sellers and Buyer and dated effective as of May 16, 2014 (the “Original Purchase Agreement”), as amended by that certain First Amendment to Purchase and Sale Agreement and Joint Escrow Instructions, entered into between Sellers and Buyer and dated effective as of August 13, 2014 (the “First Amendment”), as further amended by that certain Second Amendment to Purchase and Sale Agreement and Joint Escrow Instructions, entered into between Sellers and Buyer and dated effective as of August 15, 2014 (the “Second Amendment”), as further amended by that certain Third Amendment to Purchase and Sale Agreement and Joint Escrow Instructions, entered into between Sellers and Buyer and dated effective as of August 18, 2014 (the “Third Amendment”), and as further amended by that certain Fourth Amendment to Purchase and Sale Agreement and Joint Escrow Instructions, entered into between Sellers and Buyer and dated effective as of August 19, 2014 (the “Fourth Amendment”) and together with the Original Purchase Agreement, the First Amendment, the Second Amendment and the Third Amendment, the “Purchase Agreement”). Capitalized terms used herein without definition shall have the meaning ascribed to such terms in the Purchase Agreement. In consideration of the agreements hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Sellers and Buyer agree as follows:CA 94566 Facsimile: 000-000-0000 Telephone: 000-000-0000 Attention: Xxxxxx Xxxxxx

SELLERS. DDR FORT UNION I & II LLCSERIES U OF UM PARTNERS, a Delaware limited liability company LLC By: /s/ Xxxxxx Xxxxxxxxxx PrintDylan B. Lissette Name: Xxxxxx Xxxxxxxxxx Dylan B. Lissette Title: Vice President DDR MIDVALLEY LLCand Chief Executive Officer SERIES R OF UM PARTNERS, a Delaware limited liability company LLC By: /s/ Xxxxxx Xxxxxxxxxx PrintDylan B. Lissette Name: Xxxxxx Xxxxxxxxxx Dylan B. Lissette Title: Vice President DDR and Chief Executive Officer THE RICE FAMILY CENTERS LPPARTIES: /s/ Mxxxxxx X. Xxxx /s/ Jxxx X. Xxxx Mxxxxxx X. Xxxx Jxxx X. Xxxx /s/ Sxxxxx X. Xxxxxxxx /s/ Dylan B. Lissette Sxxxxx X. Lxxxxxxx Xxxxx B. Xxxxxxxx UQF HOLDINGS, a Delaware limited partnership INC. SXXXXX X. XXXXXXXX 2012 GENERATIONS TRUST By: DDR DownREIT LLC/s/ Dylan B. Lissette By: /s/ Dylan B. Lissette Name: Dylan B. Lissette Name: Dylan B. Lissette Title: President Title: Trustee MXXXXXX X. XXXX 2009 GST EXEMPT FAMILY TRUST MXXXXXX X. XXXX 2010 MULTIGENERATIONAL TRUST By: Sageworth Trust Company, its General Partner Trustee By: DDR Corp.Sageworth Trust Company, its Trustee By: /s/ Txxxxxx X. Xxxxx By: /s/ Txxxxxx X. Xxxxx Name: Txxxxxx X. Xxxxx Name: Txxxxxx X. Xxxxx Title: President & CEO Title: President & CEO SRS GP, LLC RICE INVESTMENTS II, LP By: /s/ Mxxxxxx X. Xxxx By: Mxxxxxx X. Xxxx 2009 GST Exempt Family Trust, its general partner Name: Mxxxxxx X. Xxxx Title: Sole Member By: /s/ Xxxxxx Xxxxxxxxxx Print: Xxxxxx Xxxxxxxxxx Title: Vice President DDR FORT UNION W LLCSageworth Trust Company, a Delaware limited liability company its Trustee By: /s/ Xxxxxx Xxxxxxxxxx PrintTxxxxxx X. Xxxxx Name: Xxxxxx Xxxxxxxxxx Txxxxxx X. Xxxxx Title: Vice President HERMES ASSOCIATES, a Utah general partnership By: DDR Family Centers LP, its General Partner By: DDR DownREIT LLC, its General Partner By: DDR Corp., its Sole Member By: /s/ Xxxxxx Xxxxxxxxxx Print: Xxxxxx Xxxxxxxxxx Title: Vice President HERMES ASSOCIATES, LTD., a Utah limited partnership By: DDR Family Centers LP, its General Partner By: DDR DownREIT LLC, its General Partner By: DDR Corp., its Sole Member By: /s/ Xxxxxx Xxxxxxxxxx Print: Xxxxxx Xxxxxxxxxx Title: Vice President UNIVERSITY SQUARE ASSOCIATES, LTD., a Utah limited partnership By: DDR Family Centers Orem LLC, its General Partner By: /s/ Xxxxxx Xxxxxxxxxx Print: Xxxxxx Xxxxxxxxxx Title: Vice President BUYER: EXCEL TRUST, L.P., a Delaware limited partnership By: Excel Trust, Inc., a Maryland corporation, its General Partner By: /s/ Xxxx X. Xxxxxx Xxxx X. Xxxxxx Title: Chief Investment Officer FIFTH AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS THIS FIFTH AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (the “Fifth Amendment”), is effective as of the 21st day of August, 2014 (the “Amendment Effective Date”), by and between: (i) DDR FORT UNION I & II LLC, a Delaware limited liability company (“DDR Fort Union”), DDR MIDVALLEY LLC, a Delaware limited liability company (“DDR Midvalley”), DDR FAMILY CENTERS LP, a Delaware limited partnership (“DDR Family Centers”), and DDR FORT UNION W LLC, a Delaware limited liability company (“DDR FUW”) (DDR Fort Union, DDR Midvalley, DDR Family Centers and DDR FUW are defined collectively herein as “Fort Union Seller”) in connection with the Fort Union Property; (ii) DDR Family Centers, HERMES ASSOCIATES, a Utah general partnership (“Hermes General”), and HERMES ASSOCIATES, LTD., a Utah limited partnership (“Hermes Limited”) (DDR Family Centers, Hermes General and Hermes Limited are defined collectively herein as “Taylorsville Seller”) in connection with the Taylorsville Property; (iii) UNIVERSITY SQUARE ASSOCIATES, LTD., a Utah limited partnership (“Orem Seller”) in connection with the Orem Property (Fort Union Seller, Taylorsville Seller and Orem Seller are hereinafter referred to individually as a “Seller” and collectively as “Sellers”); and (iv) EXCEL TRUST, L.P., a Delaware limited partnership (“Buyer”); and this Fifth Amendment constitutes an amendment to that certain Purchase and Sale Agreement and Joint Escrow Instructions, entered into between Sellers and Buyer and dated effective as of May 16, 2014 (the “Original Purchase Agreement”), as amended by that certain First Amendment to Purchase and Sale Agreement and Joint Escrow Instructions, entered into between Sellers and Buyer and dated effective as of August 13, 2014 (the “First Amendment”), as further amended by that certain Second Amendment to Purchase and Sale Agreement and Joint Escrow Instructions, entered into between Sellers and Buyer and dated effective as of August 15, 2014 (the “Second Amendment”), as further amended by that certain Third Amendment to Purchase and Sale Agreement and Joint Escrow Instructions, entered into between Sellers and Buyer and dated effective as of August 18, 2014 (the “Third Amendment”), and as further amended by that certain Fourth Amendment to Purchase and Sale Agreement and Joint Escrow Instructions, entered into between Sellers and Buyer and dated effective as of August 19, 2014 (the “Fourth Amendment”) and together with the Original Purchase Agreement, the First Amendment, the Second Amendment and the Third Amendment, the “Purchase Agreement”). Capitalized terms used herein without definition shall have the meaning ascribed to such terms in the Purchase Agreement. In consideration of the agreements hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Sellers and Buyer agree as follows:CEO

SELLERS. DDR FORT UNION I & II BP WEST COAST PRODUCTS LLC, a Delaware limited liability company By: /s/ Xxxxxx Xxxxxxxxxx PrintXXXX X. XXXXX Name: Xxxxxx Xxxxxxxxxx Xxxx X. Xxxxx Title: Vice President DDR MIDVALLEY Authorized Person ATLANTIC RICHFIELD COMPANY, a Delaware corporation By: /s/ XXXX X. XXXXX Name: Xxxx X. Xxxxx Title: Authorized Person ARCO MIDCON LLC, a Delaware limited liability company By: /s/ Xxxxxx Xxxxxxxxxx PrintXXXX X. XXXXX Name: Xxxxxx Xxxxxxxxxx Xxxx X. Xxxxx Title: Vice President DDR FAMILY CENTERS LPAuthorized Person ARCO TERMINAL SERVICES CORPORATION, a Delaware limited partnership By: DDR DownREIT LLC, its General Partner By: DDR Corp., its Sole Member corporation By: /s/ Xxxxxx Xxxxxxxxxx PrintXXXX X. XXXXX Name: Xxxxxx Xxxxxxxxxx Xxxx X. Xxxxx Title: Vice President DDR FORT UNION W Authorized Person ARCO MATERIAL SUPPLY COMPANY, a Delaware corporation By: /s/ XXXX X. XXXXX Name: Xxxx X. Xxxxx Title: Authorized Person CH-TWENTY, INC., a Delaware corporation By: /s/ XXXX X. XXXXX Name: Xxxx X. Xxxxx Title: Authorized Person PRODUCTS COGENERATION COMPANY, a Delaware corporation By: /s/ XXXX X. XXXXX Name: Xxxx X. Xxxxx Title: Authorized Person ENERGY GLOBAL INVESTMENTS (USA) INC., a Delaware corporation By: /s/ XXXX X. XXXXX Name: Xxxx X. Xxxxx Title: Authorized Person Purchase and Sale Agreement BUYER: TESORO REFINING & MARKETING COMPANY LLC, a Delaware limited liability company By: /s/ Xxxxxx Xxxxxxxxxx PrintXXXXXX X. XXXXXXX Name: Xxxxxx Xxxxxxxxxx X. Xxxxxxx Title: Executive Vice President HERMES ASSOCIATESPresident, a Utah general partnership By: DDR Family Centers LP, its General Partner By: DDR DownREIT LLC, its General Partner By: DDR Corp., its Sole Member By: /s/ Xxxxxx Xxxxxxxxxx Print: Xxxxxx Xxxxxxxxxx Title: Vice President HERMES ASSOCIATES, LTD., a Utah limited partnership By: DDR Family Centers LP, its General Partner By: DDR DownREIT LLC, its General Partner By: DDR Corp., its Sole Member By: /s/ Xxxxxx Xxxxxxxxxx Print: Xxxxxx Xxxxxxxxxx Title: Vice President UNIVERSITY SQUARE ASSOCIATES, LTD., a Utah limited partnership By: DDR Family Centers Orem LLC, its General Partner By: /s/ Xxxxxx Xxxxxxxxxx Print: Xxxxxx Xxxxxxxxxx Title: Vice President BUYER: EXCEL TRUST, L.P., a Delaware limited partnership By: Excel Trust, Inc., a Maryland corporation, its General Partner By: /s/ Xxxx X. Xxxxxx Xxxx X. Xxxxxx Title: Chief Investment Officer FIFTH AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS THIS FIFTH AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (the “Fifth Amendment”), is effective as of the 21st day of August, 2014 (the “Operations Exhibit 1 to Amendment Effective Date”), by and between: (i) DDR FORT UNION I & II LLC, a Delaware limited liability company (“DDR Fort Union”), DDR MIDVALLEY LLC, a Delaware limited liability company (“DDR Midvalley”), DDR FAMILY CENTERS LP, a Delaware limited partnership (“DDR Family Centers”), and DDR FORT UNION W LLC, a Delaware limited liability company (“DDR FUW”) (DDR Fort Union, DDR Midvalley, DDR Family Centers and DDR FUW are defined collectively herein as “Fort Union Seller”) in connection with the Fort Union Property; (ii) DDR Family Centers, HERMES ASSOCIATES, a Utah general partnership (“Hermes General”), and HERMES ASSOCIATES, LTD., a Utah limited partnership (“Hermes Limited”) (DDR Family Centers, Hermes General and Hermes Limited are defined collectively herein as “Taylorsville Seller”) in connection with the Taylorsville Property; (iii) UNIVERSITY SQUARE ASSOCIATES, LTD., a Utah limited partnership (“Orem Seller”) in connection with the Orem Property (Fort Union Seller, Taylorsville Seller and Orem Seller are hereinafter referred to individually as a “Seller” and collectively as “Sellers”); and (iv) EXCEL TRUST, L.P., a Delaware limited partnership (“Buyer”); and this Fifth Amendment constitutes an amendment to that certain No. 2 To Purchase and Sale Agreement List of Transferred Assets: Berth 121: • Pier E Tanker Terminal Agreement dated October 24, 1980 between the City of Long Beach, acting by and Joint Escrow Instructionsthrough its Board of Harbor Commissioners, entered into and Atlantic Richfield Company, as the same has been amended. • Xxxxxxxxxx Xxxxxxxxx Xx. X00000 for Pipeline Modeling Project related to the Berth 121 Terminal and Pipeline System dated September 25, 2002 by and between Sellers and Buyer and dated effective as of May 16BP Pipelines North America, 2014 (the “Original Purchase Agreement”)Knowledge Systems Design, Inc., as amended by that certain First Amendment to Purchase #1 dated May 27, 2004 by and Sale Agreement between BP Pipelines North America and Joint Escrow Instructions, entered into between Sellers and Buyer and dated effective as of August 13, 2014 (the “First Amendment”)BP West Coast Products LLC, as further amended by that certain Second Amendment #2 • Berth Assignment Agreement No. 86-1 dated December 1, 1986 from the City of Long Beach Harbor Department, as Assignor, and ARCO Terminal Services Corporation as successor to Atlantic Richfield Company, as Assignee. • Amended and Restated Memorandum of Understanding dated May 25, 2006 between the City of Long Beach by and through its Board of Harbor Commissioners, and BP West Coast Products LLC. • Agreement dated October 12, 1976 between the City of Long Beach and Atlantic Richfield Company, as the same has been amended. • Letter Agreement dated April 26, 1988 from ARCO Transportation Company to the Director of Operations, Port of Long Beach re: terms for the Port’s use of Atlantic Richfield’s bollard at Berth 121. Line 95: • Agreement dated July 3, 1979 by and between ARCO Transportation Company and Shell Oil Company, as amended by that certain Amendment to Purchase Agreement dated July 3, 1979 • Agreement for Use of Marine Terminal and Sale Pipeline dated August 30, 1978 by and between Shell Oil Company, ARCO Transportation Company and Xxxxxxxx Petroleum Company • Letter Agreement regarding UPRC's request for ARCO's consent to assignment to Beacon Oil Co. dated November 29, 1988 by and between Union Pacific Resources Company and Atlantic Richfield Company. • Consent, Assignment and Release dated October, 1988 by and between Union Pacific Resources Company and Atlantic Richfield Company • Licensee Estoppel Certificate dated November 21, 1994 by and between City of Long Beach, Union Oil Company of Southern California and an unnamed BP Party • Obligations Upon Completion of Berth 121 Pier E Joint Facilities which is undated by and between Shell Oil Company and Atlantic Richfield Company • Operating Xxxxxxxxx, Xxxxxxxx 0, Xxxx Xxxxx dated June 1, 1981 by and among Four Corners Pipeline Company; ARCO Transportation Company, and Atlantic Richfield Company • Summary of Shell/ARCO Agreement Berth 1212 and Shell Pipeline dated July 3, 1979 by and between Shell Oil Company and Atlantic Richfield Company Line 88 • Sellers’ 50% ownership interest in Line 88 identified on Schedule 2.1.2.3(a) to the PSA • Airport Pipeline Ownership Agreement and Joint Escrow InstructionsAirport Pipeline Operating Agreement both dated August 8, entered into 1966 by and between Sellers Atlantic Richfield Company and Buyer and Union Oil Company of California, as amended by that certain Amendment to Agreements dated effective as of August 15January 17, 2014 (the “Second Amendment”)1989, as further amended by that certain Third Amendment to Purchase Agreements dated February 22, 1990. The Contributed Assets include any and Sale Agreement all other documents, instruments and Joint Escrow Instructionsother agreements ancillary thereto, entered into between Sellers including without limitation, any and Buyer all amendments to any of the aforementioned assets. To the extent related to the foregoing Contributed Assets or located in or on any real property related to the foregoing Contributed Assets the following items of personal property shall also constitute Contributed Assets: all machinery and dated effective as equipment, mobile or otherwise, systems and other tangible personal property owned and used by Transferor primarily in connection with the ownership or operation of August 18the Contributed Assets, 2014 including (the “Third Amendment”)a) all production units, processing units and distillation systems, (b) all heating, lighting, and as further amended by that certain Fourth Amendment to Purchase power systems, fire prevention and Sale Agreement fire extinguishing systems, control systems, emergency warning and Joint Escrow Instructionsemergency preparedness systems and related assets, entered into between Sellers and Buyer and dated effective as of August 19, 2014 (the “Fourth Amendment”c) and together with the Original Purchase Agreement, the First Amendment, the Second Amendment and the Third Amendment, the “Purchase Agreement”). Capitalized terms used herein without definition shall have the meaning ascribed to such terms in the Purchase Agreement. In consideration of the agreements hereinafter set forth all storage and other good tanks, meters, pumps, engines, compressors, pipes, fittings, valves, connections, regulators, loading and valuable considerationunloading lines and racks, the receipt (d) related information technology equipment, (e) all tools, (f) all furniture and sufficiency furnishings, (g) all vehicles and (h) all other tangible personal property, in each case presently owned by Transferor, but specifically excluding those items listed on Exhibit 1-A. EXHIBIT 1-A Certain Excluded Assets Air Cylinders: Owner Equipment Description Equipment ID Praxair Sevices Inc Air Tanks 0080274938-00062105 Rentals: Owner Equipment Description Equipment ID HERTZ Rental BOOM/120'/TELESCOPIC/ DSL 481928032 HERTZ Rental FORKLIFT/constr/strmast/ 8000#/2wd/DSL 408087014 HERTZ Rental FORKLIFT/whs strmast/8000 406086023 HERTZ Rental PLATFORMLIFT/19'/EL/ see also 452-0790 452196267 HERTZ Rental COMPRESSOR/185CFM/DSL/PORTABLE 6182262 Totes: Owner Equipment Description Equipment ID NALCO Chemical Tank n/a NALCO Chemical Tank n/a Porta Potties and Sinks: 1-3 Owner Equipment Description PO# Number United Site Service of which are hereby acknowledged, Sellers and Buyer agree as follows:CA Portable Toilet W/Sink L162493 United Site Service of CA Portable Toilet W/Sink L162493 Certain Line 88 Assets: Any pump stations or meters used or operated in connection with Line 88.

SELLERS. DDR FORT UNION I & II LLC, a Delaware limited liability company By: /s/ Xxxxxx Xxxxxxxxxx Print: Xxxxxx Xxxxxxxxxx Title: Vice President DDR MIDVALLEY LLC, a Delaware limited liability company By: /s/ Xxxxxx Xxxxxxxxxx Print: Xxxxxx Xxxxxxxxxx Title: Vice President DDR FAMILY CENTERS LP, a Delaware limited partnership By: DDR DownREIT LLC, its General Partner By: DDR Corp., its Sole Member By: /s/ Xxxxxx Xxxxxxxxxx Print: Xxxxxx Xxxxxxxxxx Title: Vice President DDR FORT UNION W LLC, a Delaware limited liability company By: /s/ Xxxxxx Xxxxxxxxxx Print: Xxxxxx Xxxxxxxxxx Title: Vice President HERMES ASSOCIATES, a Utah general partnership By: DDR Family Centers LP, its General Partner By: DDR DownREIT LLC, its General Partner By: DDR Corp., its Sole Member By: /s/ Xxxxxx Xxxxxxxxxx Print: Xxxxxx Xxxxxxxxxx Title: Vice President HERMES ASSOCIATES, LTD., a Utah limited partnership By: DDR Family Centers LP, its General Partner By: DDR DownREIT LLC, its General Partner By: DDR Corp., its Sole Member By: /s/ Xxxxxx Xxxxxxxxxx Print: Xxxxxx Xxxxxxxxxx Title: Vice President UNIVERSITY SQUARE ASSOCIATES, LTD., a Utah limited partnership By: DDR Family Centers Orem LLC, its General Partner By: /s/ Xxxxxx Xxxxxxxxxx Print: Xxxxxx Xxxxxxxxxx Title: Vice President BUYER: EXCEL TRUST, L.P., a Delaware limited partnership By: Excel Trust, Inc., a Maryland corporation, its General Partner By: /s/ Xxxx X. Xxxxxx Xxxx X. Xxxxxx Title: Chief Investment Officer FIFTH AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS THIS FIFTH AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (the “Fifth Amendment”), is effective as of the 21st day of August, 2014 (the “Amendment Effective Date”), by and between: (i) DDR FORT UNION I & II LLC, a Delaware limited liability company (“DDR Fort Union”), DDR MIDVALLEY LLC, a Delaware limited liability company (“DDR Midvalley”), DDR FAMILY CENTERS LP, a Delaware limited partnership (“DDR Family Centers”), and DDR FORT UNION W LLC, a Delaware limited liability company (“DDR FUW”) (DDR Fort Union, DDR Midvalley, DDR Family Centers and DDR FUW are defined collectively herein as “Fort Union Seller”) in connection with the Fort Union Property; (ii) DDR Family Centers, HERMES ASSOCIATES, a Utah general partnership (“Hermes General”), and HERMES ASSOCIATES, LTD., a Utah limited partnership (“Hermes Limited”) (DDR Family Centers, Hermes General and Hermes Limited are defined collectively herein as “Taylorsville Seller”) in connection with the Taylorsville Property; (iii) UNIVERSITY SQUARE ASSOCIATES, LTD., a Utah limited partnership (“Orem Seller”) in connection with the Orem Property (Fort Union Seller, Taylorsville Seller and Orem Seller are hereinafter referred to individually as a “Seller” and collectively as “Sellers”); and (iv) EXCEL TRUST, L.P., a Delaware limited partnership (“Buyer”); and this Fifth Amendment constitutes an amendment to that certain Purchase and Sale Agreement and Joint Escrow Instructions, entered into between Sellers and Buyer and dated effective as of May 16, 2014 (the “Original Purchase Agreement”), as amended by that certain First Amendment to Purchase and Sale Agreement and Joint Escrow Instructions, entered into between Sellers and Buyer and dated effective as of August 13, 2014 (the “First Amendment”), as further amended by that certain Second Amendment to Purchase and Sale Agreement and Joint Escrow Instructions, entered into between Sellers and Buyer and dated effective as of August 15, 2014 (the “Second Amendment”), as further amended by that certain Third Amendment to Purchase and Sale Agreement and Joint Escrow Instructions, entered into between Sellers and Buyer and dated effective as of August 18, 2014 (the “Third Amendment”), and as further amended by that certain Fourth Amendment to Purchase and Sale Agreement and Joint Escrow Instructions, entered into between Sellers and Buyer and dated effective as of August 19, 2014 (the “Fourth Amendment”) and together with the Original Purchase Agreement, the First Amendment, the Second Amendment and the Third Amendment, the “Purchase Agreement”). Capitalized terms used herein without definition shall have the meaning ascribed to such terms in the Purchase Agreement. In consideration of the agreements hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Sellers and Buyer agree as follows:Officer

SELLERS. DDR FORT UNION I & II AGRIMONTI-PINEHURST SQUARE EAST, LLC, a Delaware limited liability company By: The Xxxxxx X. Xxxxxx 1995 Trust Dated August 18, 1995 Its: Sole Member By: /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Its: Trustee ASHLEY-PINEHURST SQUARE EAST, LLC, a Delaware limited liability company By: Xxxxxx X. Xxxxxx 1992 Revocable Trust as restated January 11, 2001 Its: Sole Member By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Its: Trustee BARTELLS-PINEHURST SQUARE EAST, LLC, a Delaware limited liability company By: Xxxxx X. Xxxxxxxx and Xxxx X Xxxxxxxx Family Trust dated June 4, 1987 Its: Sole Member By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Its: Trustee By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Its: Trustee X. XXXXXXX-PINEHURST SQUARE EAST, LLC, a Delaware limited liability company By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Its: Sole Member XXXXXX-PINEHURST SQUARE EAST, LLC, a Delaware limited liability company By: The Xxxxxx/Xxxxx Revocable Trust of March 16, 1993 Its: Sole Member By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Its: Trustee By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Its: Trustee XXXXXXX-PINEHURST SQUARE EAST, LLC, a Delaware limited liability company By: Xxxxxxx Investments Properties, LTD, a Utah limited partnership Its: Sole Member By: Xxxxxxx Management, L.C., a Utah limited company Its: General Partner By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Its: Manager By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Its: Manager FIGLEWICZ-PINEHURST SQUARE EAST, LLC, a Delaware limited liability company By: Figlewicz Family Trust dated March Its: Sole Member By: /s/ Xxxx X. Xxxxxxxxx Name: Xxxx X. Xxxxxxxxx Its: Trustee By: /s/ Xxxxxxx X. Xxxxxxxxx Name: Xxxxxxx X. Xxxxxxxxx Its: Trustee XXXXXXX-PINEHURST SQUARE EAST, LLC, a Delaware limited liability company By: /s/ Xxxxxx Xxxxxxxxxx PrintX. Xxxxxxx Name: Xxxxxx Xxxxxxxxxx TitleX. Xxxxxxx Its: Vice Sole Member 5-19-PINEHURST SQUARE EAST, LLC, a Delaware limited liability company By: 0-00 00xx Xxxxxxxxxx, Xxx., x Xxx Xxxx corporation Its: Sole Member By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Its: President DDR MIDVALLEY XXXXXXXX-PINEHURST SQUARE EAST, LLC, a Delaware limited liability company By: Xxxx X. Xxxxxxxx 1997 Living Trust, dated October 29, 1997 and as amended June 27, 2007 Its: Sole Member By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Its: Co-Trustee By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Its: Co-Trustee By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Its: Co-Trustee INEICHEN-PINEHURST SQUARE EAST, LLC, a Delaware limited liability company By: Marina Bay Apartments, LLC, a Washington limited liability company Its: Sole Member By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Its: Member XXXXXXXX-PINEHURST SQUARE EAST, LLC, a Delaware limited liability company By: Xxxxx Xxxxxxxx Trust Dated April 22, 2005 Its: Sole Member By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Its: Co-Trustee XXX-PINEHURST SQUARE EAST, LLC, a Delaware limited liability company By: /s/ Xxxxx X. Xxx Name: Xxxxx X. Xxx Its: Sole Member APPLEWOOD-PINEHURST SQUARE EAST, LLC, a Delaware limited liability company By: Applewood, LLC, a Washington limited liability company Its: Sole Member By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Its: Manager X. XXXXXXX-PINEHURST SQUARE EAST, LLC, a Delaware limited liability company By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Its: Sole Member XxxXXXX-PINEHURST SQUARE EAST, LLC, a Delaware limited liability company By: /s/ Xxxxxxx XxxXxxx Name: Xxxxxxx XxxXxxx Its: Sole Member X. XXXXXXX-PINEHURST SQUARE EAST, LLC, a Delaware limited liability company By: /s/ Xxxxxx Xxxxxxxxxx PrintXxxxxxx Name: Xxxxxx Xxxxxxxxxx TitleXxxxxxx Its: Vice President DDR FAMILY CENTERS LP, a Delaware limited partnership By: DDR DownREIT LLC, its General Partner By: DDR Corp., its Sole Member By: /s/ Xxxxxx Xxxxxxxxxx Print: Xxxxxx Xxxxxxxxxx Title: Vice President DDR FORT UNION W J.R. XXXXXXX-PINEHURST SQUARE EAST, LLC, a Delaware limited liability company By: /s/ Xxxxxx Xxxxxxxxxx PrintXxxx X. Xxxxxxx Name: Xxxxxx Xxxxxxxxxx TitleXxxx X. Xxxxxxx Its: Vice President HERMES ASSOCIATESSole Member XXXXXXX-PINEHURST SQUARE EAST, LLC, a Utah general partnership Delaware limited liability company By: DDR Family Centers LP/s/ Xxx X. Xxxxxxx Name: Xxx X. Xxxxxxx Its: Sole Member SMEE-PINEHURST SQUARE EAST, its General Partner LLC, a Delaware limited liability company By: DDR DownREIT Xxxx X. Xxxx and Xxxx Xxxxx Xxxx Trust, dated April 22, 1992 as Amended and Restated on June 11, 2009 Its: Sole Member By: /s/ Xxxx X. Xxxx Name: Xxxx X. Xxxx Its: Trustee By: /s/ Xxxx Xxxxx Xxxx Name: Xxxx Xxxxx Xxxx Its: Trustee XXXXXXXX-PINEHURST SQUARE EAST, LLC, its General Partner a Delaware limited liability company By: DDR Corp.The Xxxxxxxx Living Trust dated July 26, its 1999 Its: Sole Member By: /s/ Xxxxxx Xxxxxxxxxx PrintX. Xxxxxxxx Name: Xxxxxx Xxxxxxxxxx TitleX. Xxxxxxxx Its: Vice President HERMES ASSOCIATES, LTD., a Utah limited partnership By: DDR Family Centers LP, its General Partner By: DDR DownREIT LLC, its General Partner By: DDR Corp., its Sole Member Trustee By: /s/ Xxxxxx Xxxxxxxxxx PrintViolet Xxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxxxx TitleViolet Xxxx Xxxxxxxx Its: Vice President UNIVERSITY Trustee XXXX-PINEHURST SQUARE ASSOCIATESEAST, LTD.LLC, a Utah Delaware limited partnership By: DDR Family Centers Orem LLC, its General Partner liability company By: /s/ Xxxxxx Xxxxxxxxxx PrintXxxx X. Xxxx Name: Xxxxxx Xxxxxxxxxx TitleXxxx X. Xxxx Its: Vice President Sole Member XXXXXXX-PINEHURST SQUARE EAST, LLC, a Delaware limited liability company By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Its: Sole Member BUYER: EXCEL TRUSTTNP STRATEGIC RETAIL OPERATING PARTNERSHIP, L.P.LP, a Delaware limited partnership By: Excel TNP Strategic Retail Trust, Inc., Inc. a Maryland corporation, its corporation Its: General Partner By: /s/ Xxxx Xxxxxxx X. Xxxxxx Xxxx Xxxxxxxx Name: Xxxxxxx X. Xxxxxx Xxxxxxxx Title: Chief Investment Officer FIFTH AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS THIS FIFTH AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (the “Fifth Amendment”), is effective as of the 21st day of August, 2014 (the “Amendment Effective Date”), by and between: (i) DDR FORT UNION I & II LLC, a Delaware limited liability company (“DDR Fort Union”), DDR MIDVALLEY LLC, a Delaware limited liability company (“DDR Midvalley”), DDR FAMILY CENTERS LP, a Delaware limited partnership (“DDR Family Centers”), and DDR FORT UNION W LLC, a Delaware limited liability company (“DDR FUW”) (DDR Fort Union, DDR Midvalley, DDR Family Centers and DDR FUW are defined collectively herein as “Fort Union Seller”) in connection with the Fort Union Property; (ii) DDR Family Centers, HERMES ASSOCIATES, a Utah general partnership (“Hermes General”), and HERMES ASSOCIATES, LTD., a Utah limited partnership (“Hermes Limited”) (DDR Family Centers, Hermes General and Hermes Limited are defined collectively herein as “Taylorsville Seller”) in connection with the Taylorsville Property; (iii) UNIVERSITY SQUARE ASSOCIATES, LTD., a Utah limited partnership (“Orem Seller”) in connection with the Orem Property (Fort Union Seller, Taylorsville Seller and Orem Seller are hereinafter referred to individually as a “Seller” and collectively as “Sellers”); and (iv) EXCEL TRUST, L.P., a Delaware limited partnership (“Buyer”); and this Fifth Amendment constitutes an amendment to that certain Purchase and Sale Agreement and Joint Escrow Instructions, entered into between Sellers and Buyer and dated effective as of May 16, 2014 (the “Original Purchase Agreement”), as amended by that certain First Amendment CEO Signature Page to Purchase and Sale Agreement and Joint Escrow Instructions, entered into between Sellers and Buyer and dated effective as of August 13, 2014 (the “First Amendment”), as further amended by that certain Second Amendment to Purchase and Sale Agreement and Joint Escrow Instructions, entered into between Sellers and Buyer and dated effective as of August 15, 2014 (the “Second Amendment”), as further amended by that certain Third Amendment to Purchase and Sale Agreement and Joint Escrow Instructions, entered into between Sellers and Buyer and dated effective as of August 18, 2014 (the “Third Amendment”), and as further amended by that certain Fourth Amendment to Purchase and Sale Agreement and Joint Escrow Instructions, entered into between Sellers and Buyer and dated effective as of August 19, 2014 (the “Fourth Amendment”) and together with the Original Purchase Agreement, the First Amendment, the Second Amendment and the Third Amendment, the “Purchase Agreement”). Capitalized terms used herein without definition shall have the meaning ascribed to such terms in the Purchase Agreement. In consideration of the agreements hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Sellers and Buyer agree as follows:

SELLERS. DDR FORT UNION I & II LLCDDR-SAU South Square, L.L.C., a Delaware limited liability company By: /s/ Xxxxxx Xxxxxxxxxx PrintXxxx Xxxxxxxxxxxx Name: Xxxxxx Xxxxxxxxxx Xxxx Xxxxxxxxxxxx Title: Vice President DDR MIDVALLEY LLCChief Financial Officer DDR-XXX Xxxxxx Xxxxxxxxx, L.L.C., a Delaware limited liability company By: /s/ Xxxxxx Xxxxxxxxxx PrintXxxx Xxxxxxxxxxxx Name: Xxxxxx Xxxxxxxxxx Xxxx Xxxxxxxxxxxx Title: Vice President DDR FAMILY CENTERS LPChief Financial Officer DDR-XXX Xxxxxxxx Phase II, a Delaware limited partnership By: DDR DownREIT LLC, its General Partner By: DDR Corp., its Sole Member By: /s/ Xxxxxx Xxxxxxxxxx Print: Xxxxxx Xxxxxxxxxx Title: Vice President DDR FORT UNION W LLCL.L.C., a Delaware limited liability company By: /s/ Xxxxxx Xxxxxxxxxx PrintXxxx Xxxxxxxxxxxx Name: Xxxxxx Xxxxxxxxxx Xxxx Xxxxxxxxxxxx Title: Vice President HERMES ASSOCIATESChief Financial Officer DDR-XXX Xxxxxxxxx Xxxxxxxxx, L.L.C., a Utah general Delaware limited liability company By: /s/ Xxxx Xxxxxxxxxxxx Name: Xxxx Xxxxxxxxxxxx Title: Chief Financial Officer DDR-XXX Xxxxxxx-Salem Xxxxxx Xxxx, L.L.C., a Delaware limited liability company By: /s/ Xxxx Xxxxxxxxxxxx Name: Xxxx Xxxxxxxxxxxx Title: Chief Financial Officer XXX-XXX Xxxxx North Hampton Market, L.L.C., a Delaware limited liability company By: /s/ Xxxx Xxxxxxxxxxxx Name: Xxxx Xxxxxxxxxxxx Title: Chief Financial Officer DDR-SAU Nashville Willowbrook, L.L.C., a Delaware limited liability company By: /s/ Xxxx Xxxxxxxxxxxx Name: Xxxx Xxxxxxxxxxxx Title: Chief Financial Officer DDR-SAU South Bend Broadmoor, L.L.C., a Delaware limited liability company By: /s/ Xxxx Xxxxxxxxxxxx Name: Xxxx Xxxxxxxxxxxx Title: Chief Financial Officer DDR-SAU Oakland, L.L.C., a Delaware limited liability company By: /s/ Xxxx Xxxxxxxxxxxx Name: Xxxx Xxxxxxxxxxxx Title: Chief Financial Officer DDR-SAU Waynesboro, L.L.C., a Delaware limited liability company By: /s/ Xxxx Xxxxxxxxxxxx Name: Xxxx Xxxxxxxxxxxx Title: Chief Financial Officer DDR-SAU PASADENA RED BLUFF LIMITED PARTNERSHIP, an Illinois limited partnership By: DDR Family Centers LPDDR-SAU Pasadena Red Bluff GP, its L.L.C., Its General Partner By: DDR DownREIT LLCDDR-SAU Retail Fund, its General Partner By: DDR Corp.L.L.C., its Sole Member By: /s/ Xxxxxx Xxxxxxxxxx Print: Xxxxxx Xxxxxxxxxx Title: Vice President HERMES ASSOCIATESDDR Retail Real Estate Limited Partnership, LTD., a Utah limited partnership Its Member By: DDR Family Centers LP, its General Partner By: DDR DownREIT IRR Acquisition LLC, its General Partner By: DDR Corp., its Sole Member By: /s/ Xxxxxx Xxxxxxxxxx Print: Xxxxxx Xxxxxxxxxx Title: Vice President UNIVERSITY SQUARE ASSOCIATES, LTD., a Utah limited partnership By: DDR Family Centers Orem LLC, its General Partner By: /s/ Xxxxxx Xxxxxxxxxx Print: Xxxxxx Xxxxxxxxxx Title: Vice President BUYER: EXCEL TRUST, L.P., a Delaware limited partnership By: Excel Trust, Inc., a Maryland corporation, its Its General Partner By: /s/ Xxxx X. Xxxxxx Xxxxxxxxxxxx Name: Xxxx X. Xxxxxx Xxxxxxxxxxxx Title: Chief Investment Officer FIFTH AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS THIS FIFTH AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (the “Fifth Amendment”), is effective as of the 21st day of August, 2014 (the “Amendment Effective Date”), by and between: (i) DDR FORT UNION I & II LLC, a Delaware limited liability company (“DDR Fort Union”), DDR MIDVALLEY LLC, a Delaware limited liability company (“DDR Midvalley”), DDR FAMILY CENTERS LP, a Delaware limited partnership (“DDR Family Centers”), and DDR FORT UNION W LLC, a Delaware limited liability company (“DDR FUW”) (DDR Fort Union, DDR Midvalley, DDR Family Centers and DDR FUW are defined collectively herein as “Fort Union Seller”) in connection with the Fort Union Property; (ii) DDR Family Centers, HERMES ASSOCIATES, a Utah general partnership (“Hermes General”), and HERMES ASSOCIATES, LTD., a Utah limited partnership (“Hermes Limited”) (DDR Family Centers, Hermes General and Hermes Limited are defined collectively herein as “Taylorsville Seller”) in connection with the Taylorsville Property; (iii) UNIVERSITY SQUARE ASSOCIATES, LTD., a Utah limited partnership (“Orem Seller”) in connection with the Orem Property (Fort Union Seller, Taylorsville Seller and Orem Seller are hereinafter referred to individually as a “Seller” and collectively as “Sellers”); and (iv) EXCEL TRUST, L.P., a Delaware limited partnership (“Buyer”); and this Fifth Amendment constitutes an amendment to that certain Purchase and Sale Agreement and Joint Escrow Instructions, entered into between Sellers and Buyer and dated effective as of May 16, 2014 (the “Original Purchase Agreement”), as amended by that certain First Amendment to Purchase and Sale Agreement and Joint Escrow Instructions, entered into between Sellers and Buyer and dated effective as of August 13, 2014 (the “First Amendment”), as further amended by that certain Second Amendment to Purchase and Sale Agreement and Joint Escrow Instructions, entered into between Sellers and Buyer and dated effective as of August 15, 2014 (the “Second Amendment”), as further amended by that certain Third Amendment to Purchase and Sale Agreement and Joint Escrow Instructions, entered into between Sellers and Buyer and dated effective as of August 18, 2014 (the “Third Amendment”), and as further amended by that certain Fourth Amendment to Purchase and Sale Agreement and Joint Escrow Instructions, entered into between Sellers and Buyer and dated effective as of August 19, 2014 (the “Fourth Amendment”) and together with the Original Purchase Agreement, the First Amendment, the Second Amendment and the Third Amendment, the “Purchase Agreement”). Capitalized terms used herein without definition shall have the meaning ascribed to such terms in the Purchase Agreement. In consideration of the agreements hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Sellers and Buyer agree as follows:Financial Officer

SELLERS. DDR FORT UNION I & II LIGHTHOUSE CARE CENTERS, LLC, a Delaware limited liability company XXXXXXXXXX XXXX XXXXXXX XX XXXXX XXXXXXXX, LLC, a South Carolina limited liability company By: /s/ Xxxxxx Xxxxxxxxxx PrintXXXXX X. XXXXXXX By: Xxxxxx Xxxxxxxxxx /s/ XXXXX X. XXXXXXX Name: Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Vice President DDR MIDVALLEY Title: Member LIGHTHOUSE CARE CENTERS OF BERKELEY COUNTY, LLC, a South Carolina limited liability company CONWAY INVESTMENT ASSOCIATES, LLC, a South Carolina limited liability company By: /s/ XXXXX X. XXXXXXX By: /s/ XXXXX X. XXXXXXX Name: Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Member Title: Member LIGHTHOUSE CARE CENTERS OF OCONEE COUNTY, LLC, a South Carolina limited liability company AUGUSTA INVESTMENT ASSOCIATES, LLC, a Georgia limited liability company By: /s/ XXXXX X. XXXXXXX By: /s/ XXXXX X. XXXXXXX Name: Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Member Title: Member LIGHTHOUSE CARE CENTERS OF GEORGIA, LLC, a Georgia limited liability company LIGHTHOUSE CARE CENTERS OF FLORIDA, LLC, a Florida limited liability company By: /s/ XXXXX X. XXXXXXX By: /s/ XXXXX X. XXXXXXX Name: Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Member Title: Member PURCHASER: JEFFERSON CITY MEDICAL INVESTORS, LLC, a Delaware limited liability company HORIZON HEALTH CORPORATION By: /s/ Xxxxxx Xxxxxxxxxx Print: Xxxxxx Xxxxxxxxxx Title: Vice President DDR FAMILY CENTERS LP, a Delaware limited partnership By: DDR DownREIT LLC, its General Partner By: DDR Corp., its Sole Member XXXXX X. XXXXXXX By: /s/ Xxxxxx Xxxxxxxxxx PrintXXXXX X. XXXXX Name: Xxxxxx Xxxxxxxxxx Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxx Title: Vice President DDR FORT UNION W LLC, a Delaware limited liability company By: /s/ Xxxxxx Xxxxxxxxxx Print: Xxxxxx Xxxxxxxxxx Title: Vice President HERMES ASSOCIATESACCEPTANCE AND AGREEMENT OF SELLER REPRESENTATIVE The undersigned, a Utah general partnership By: DDR Family Centers LP, its General Partner By: DDR DownREIT LLC, its General Partner By: DDR Corp., its Sole Member By: /s/ Xxxxxx Xxxxxxxxxx Print: Xxxxxx Xxxxxxxxxx Title: Vice President HERMES ASSOCIATES, LTD., a Utah limited partnership By: DDR Family Centers LP, its General Partner By: DDR DownREIT LLC, its General Partner By: DDR Corp., its Sole Member By: /s/ Xxxxxx Xxxxxxxxxx Print: Xxxxxx Xxxxxxxxxx Title: Vice President UNIVERSITY SQUARE ASSOCIATES, LTD., a Utah limited partnership By: DDR Family Centers Orem LLC, its General Partner By: /s/ Xxxxxx Xxxxxxxxxx Print: Xxxxxx Xxxxxxxxxx Title: Vice President BUYER: EXCEL TRUST, L.P., a Delaware limited partnership By: Excel Trust, Inc., a Maryland corporation, its General Partner By: /s/ Xxxx X. Xxxxxx Xxxx X. Xxxxxx Title: Chief Investment Officer FIFTH AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS THIS FIFTH AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS being the Seller Representative designated in Section 1.14 of the foregoing Asset Purchase Agreement (the “Fifth Amendment”Lighthouse), agrees to serve as the Seller Representative and to be bound by the terms of such Asset Purchase Agreement pertaining thereto. This Acceptance and Agreement is effective executed and delivered as of the 21st day of August, 2014 (the “Amendment Effective Execution Date”), by and between. /s/ XXXXX XXXXXX Name: (i) DDR FORT UNION I & II LLC, a Delaware limited liability company (“DDR Fort Union”), DDR MIDVALLEY LLC, a Delaware limited liability company (“DDR Midvalley”), DDR FAMILY CENTERS LP, a Delaware limited partnership (“DDR Family Centers”), and DDR FORT UNION W LLC, a Delaware limited liability company (“DDR FUW”) (DDR Fort Union, DDR Midvalley, DDR Family Centers and DDR FUW are defined collectively herein as “Fort Union Seller”) in connection with the Fort Union Property; (ii) DDR Family Centers, HERMES ASSOCIATES, a Utah general partnership (“Hermes General”), and HERMES ASSOCIATES, LTD., a Utah limited partnership (“Hermes Limited”) (DDR Family Centers, Hermes General and Hermes Limited are defined collectively herein as “Taylorsville Seller”) in connection with the Taylorsville Property; (iii) UNIVERSITY SQUARE ASSOCIATES, LTD., a Utah limited partnership (“Orem Seller”) in connection with the Orem Property (Fort Union Seller, Taylorsville Seller and Orem Seller are hereinafter referred to individually as a “Seller” and collectively as “Sellers”); and (iv) EXCEL TRUST, L.P., a Delaware limited partnership (“Buyer”); and this Fifth Amendment constitutes an amendment to that certain Purchase and Sale Agreement and Joint Escrow Instructions, entered into between Sellers and Buyer and dated effective as of May 16, 2014 (the “Original Purchase Agreement”), as amended by that certain First Amendment to Purchase and Sale Agreement and Joint Escrow Instructions, entered into between Sellers and Buyer and dated effective as of August 13, 2014 (the “First Amendment”), as further amended by that certain Second Amendment to Purchase and Sale Agreement and Joint Escrow Instructions, entered into between Sellers and Buyer and dated effective as of August 15, 2014 (the “Second Amendment”), as further amended by that certain Third Amendment to Purchase and Sale Agreement and Joint Escrow Instructions, entered into between Sellers and Buyer and dated effective as of August 18, 2014 (the “Third Amendment”), and as further amended by that certain Fourth Amendment to Purchase and Sale Agreement and Joint Escrow Instructions, entered into between Sellers and Buyer and dated effective as of August 19, 2014 (the “Fourth Amendment”) and together with the Original Purchase Agreement, the First Amendment, the Second Amendment and the Third Amendment, the “Purchase Agreement”). Capitalized terms used herein without definition shall have the meaning ascribed to such terms in the Purchase Agreement. In consideration of the agreements hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Sellers and Buyer agree as follows:Xxxxx XxXxxx

SELLERS. DDR FORT UNION I & II BXXXXXXX ABSOLUTE RETURN STRATEGIES, LP By: B. Xxxxx Asset Management LLC, a Delaware limited liability company as Authorized Signer By: /s/ Xxxxxx Xxxxxxxxxx PrintWxx Xxxxxxx Name: Xxxxxx Xxxxxxxxxx Wxx Xxxxxxx Title: Vice President DDR MIDVALLEY BOOTHBAY DIVERSIFIED ALPHA MASTER FUND, LP By: B. Xxxxx Asset Management LLC, a Delaware limited liability company as Authorized Signer By: /s/ Xxxxxx Xxxxxxxxxx PrintWxx Xxxxxxx Name: Xxxxxx Xxxxxxxxxx Wxx Xxxxxxx Title: Vice President DDR SURVIVOR’S TRUST UNDER THE RXXXX FAMILY CENTERS LP, a Delaware limited partnership By: DDR DownREIT LLC, its General Partner By: DDR Corp., its Sole Member TRUST By: /s/ Xxxxxx Xxxxxxxxxx PrintRxxxxxx Xxxxx Name: Xxxxxx Xxxxxxxxxx Rxxxxxx Xxxxx Title: Vice President DDR FORT UNION W LLC, a Delaware limited liability company Trustee TXXX XXXX By: /s/ Xxxxxx Xxxxxxxxxx PrintTxxx Xxxx Name: Xxxxxx Xxxxxxxxxx Txxx Xxxx Title: Vice President HERMES ASSOCIATESOwner Agreed to and acknowledged for purposes of Section 4 (Waiver and Release of Company and its Affiliates): COMPANY: THE ARENA GROUP HOLDINGS, a Utah general partnership By: DDR Family Centers LP, its General Partner By: DDR DownREIT LLC, its General Partner By: DDR Corp., its Sole Member INC. By: /s/ Xxxxxx Xxxxxxxxxx PrintDxxxxxx X. Xxxxx Name: Xxxxxx Xxxxxxxxxx Dxxxxxx X. Xxxxx Title: Vice President HERMES ASSOCIATESChief Financial Officer OTHER NOTE PARTIES: THE ARENA PLATFORM, LTD., a Utah limited partnership By: DDR Family Centers LP, its General Partner By: DDR DownREIT LLC, its General Partner By: DDR Corp., its Sole Member INC. By: /s/ Xxxxxx Xxxxxxxxxx PrintDxxxxxx X. Xxxxx Name: Xxxxxx Xxxxxxxxxx Dxxxxxx X. Xxxxx Title: Vice President UNIVERSITY SQUARE ASSOCIATESSecretary and Treasurer THESTREET, LTD., a Utah limited partnership By: DDR Family Centers Orem LLC, its General Partner INC. By: /s/ Xxxxxx Xxxxxxxxxx PrintDxxxxxx X. Xxxxx Name: Xxxxxx Xxxxxxxxxx Dxxxxxx X. Xxxxx Title: Vice President BUYER: EXCEL TRUSTChief Financial Officer, L.P.Secretary and Treasurer THE ARENA MEDIA BRANDS, a Delaware limited partnership By: Excel Trust, Inc., a Maryland corporation, its General Partner LLC By: /s/ Xxxx Dxxxxxx X. Xxxxxx Xxxx Xxxxx Name: Dxxxxxx X. Xxxxxx Xxxxx Title: Secretary and Treasurer COLLEGE SPUN MEDIA INCORPORATED By: /s/ Dxxxxxx X. Xxxxx Name: Dxxxxxx X. Xxxxx Title: Chief Investment Officer FIFTH AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS THIS FIFTH AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (the “Fifth Amendment”)Financial Officer, is effective as of the 21st day of AugustTreasurer and Secretary ATHLON HOLDINGS, 2014 (the “Amendment Effective Date”)INC. By: /s/ Dxxxxxx X. Xxxxx Name: Dxxxxxx X. Xxxxx Title: Chief Financial Officer, by Treasurer and betweenSecretary AXXXXX XXXXXX COMMUNICATIONS, INC. By: (i) DDR FORT UNION I & II LLC/s/ Dxxxxxx X. Xxxxx Name: Dxxxxxx X. Xxxxx Title: Chief Financial Officer, a Delaware limited liability company (“DDR Fort Union”), DDR MIDVALLEY LLC, a Delaware limited liability company (“DDR Midvalley”), DDR FAMILY CENTERS LP, a Delaware limited partnership (“DDR Family Centers”), Treasurer and DDR FORT UNION W LLC, a Delaware limited liability company (“DDR FUW”) (DDR Fort Union, DDR Midvalley, DDR Family Centers and DDR FUW are defined collectively herein as “Fort Union Seller”) in connection with the Fort Union Property; (ii) DDR Family Centers, HERMES ASSOCIATES, a Utah general partnership (“Hermes General”), and HERMES ASSOCIATES, LTD., a Utah limited partnership (“Hermes Limited”) (DDR Family Centers, Hermes General and Hermes Limited are defined collectively herein as “Taylorsville Seller”) in connection with the Taylorsville Property; (iii) UNIVERSITY SQUARE ASSOCIATES, LTD., a Utah limited partnership (“Orem Seller”) in connection with the Orem Property (Fort Union Seller, Taylorsville Seller and Orem Seller are hereinafter referred to individually as a “Seller” and collectively as “Sellers”); and (iv) EXCEL TRUST, L.P., a Delaware limited partnership (“Buyer”); and this Fifth Amendment constitutes an amendment to that certain Purchase and Sale Agreement and Joint Escrow Instructions, entered into between Sellers and Buyer and dated effective as of May 16, 2014 (the “Original Purchase Agreement”), as amended by that certain First Amendment to Purchase and Sale Agreement and Joint Escrow Instructions, entered into between Sellers and Buyer and dated effective as of August 13, 2014 (the “First Amendment”), as further amended by that certain Second Amendment to Purchase and Sale Agreement and Joint Escrow Instructions, entered into between Sellers and Buyer and dated effective as of August 15, 2014 (the “Second Amendment”), as further amended by that certain Third Amendment to Purchase and Sale Agreement and Joint Escrow Instructions, entered into between Sellers and Buyer and dated effective as of August 18, 2014 (the “Third Amendment”), and as further amended by that certain Fourth Amendment to Purchase and Sale Agreement and Joint Escrow Instructions, entered into between Sellers and Buyer and dated effective as of August 19, 2014 (the “Fourth Amendment”) and together with the Original Purchase Agreement, the First Amendment, the Second Amendment and the Third Amendment, the “Purchase Agreement”). Capitalized terms used herein without definition shall have the meaning ascribed to such terms in the Purchase Agreement. In consideration of the agreements hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Sellers and Buyer agree as follows:Secretary

SELLERS. DDR FORT UNION I & II LLC, a Delaware limited liability company By: /s/ Xxxxxx Xxxxxxxxxx Print: Xxxxxx Xxxxxxxxxx Title: Vice President DDR MIDVALLEY LLC, a Delaware limited liability company By: /s/ Xxxxxx Xxxxxxxxxx Print: Xxxxxx Xxxxxxxxxx Title: Vice President DDR FAMILY CENTERS LP, a Delaware limited partnership By: DDR DownREIT LLC, its General Partner By: DDR Corp., its Sole Member By: /s/ Xxxxxx Xxxxxxxxxx Print: Xxxxxx Xxxxxxxxxx Title: Vice President DDR FORT UNION W LLC, a Delaware limited liability company By: /s/ Xxxxxx Xxxxxxxxxx Print: Xxxxxx Xxxxxxxxxx Title: Vice President HERMES ASSOCIATES, a Utah general partnership By: DDR Family Centers LP, its General Partner By: DDR DownREIT LLC, its General Partner By: DDR Corp., its Sole Member By: /s/ Xxxxxx Xxxxxxxxxx Print: Xxxxxx Xxxxxxxxxx Title: Vice President HERMES ASSOCIATES, LTD., a Utah limited partnership By: DDR Family Centers LP, its General Partner By: DDR DownREIT LLC, its General Partner By: DDR Corp., its Sole Member By: /s/ Xxxxxx Xxxxxxxxxx Print: Xxxxxx Xxxxxxxxxx Title: Vice President UNIVERSITY SQUARE ASSOCIATES, LTD., a Utah limited partnership By: DDR Family Centers Orem LLC, its General Partner By: /s/ Xxxxxx Xxxxxxxxxx Print: Xxxxxx Xxxxxxxxxx Title: Vice President BUYER: EXCEL TRUST, L.P., a Delaware limited partnership By: Excel Trust, Inc., a Maryland corporation, its General Partner By: /s/ Xxxx X. Xxxxxx Xxxx X. Xxxxxx Title: Chief Investment Officer FIFTH SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS THIS FIFTH SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (the “Fifth Second Amendment”), is effective as of the 21st 15th day of August, 2014 (the “Amendment Effective Date”), by and between: (i) DDR FORT UNION I & II LLC, a Delaware limited liability company (“DDR Fort Union”), DDR MIDVALLEY LLC, a Delaware limited liability company (“DDR Midvalley”), DDR FAMILY CENTERS LP, a Delaware limited partnership (“DDR Family Centers”), and DDR FORT UNION W LLC, a Delaware limited liability company (“DDR FUW”) (DDR Fort Union, DDR Midvalley, DDR Family Centers and DDR FUW are defined collectively herein as “Fort Union Seller”) in connection with the Fort Union Property; (ii) DDR Family Centers, HERMES ASSOCIATES, a Utah general partnership (“Hermes General”), and HERMES ASSOCIATES, LTD., a Utah limited partnership (“Hermes Limited”) (DDR Family Centers, Hermes General and Hermes Limited are defined collectively herein as “Taylorsville Seller”) in connection with the Taylorsville Property; (iii) UNIVERSITY SQUARE ASSOCIATES, LTD., a Utah limited partnership (“Orem Seller”) in connection with the Orem Property (Fort Union Seller, Taylorsville Seller and Orem Seller are hereinafter referred to individually as a “Seller” and collectively as “Sellers”); and (iv) EXCEL TRUST, L.P., a Delaware limited partnership (“Buyer”); and this Fifth Second Amendment constitutes an amendment to that certain Purchase and Sale Agreement and Joint Escrow Instructions, entered into between Sellers and Buyer and dated effective as of May 16, 2014 (the “Original Purchase Agreement”), as amended by that certain First Amendment to Purchase and Sale Agreement and Joint Escrow Instructions, entered into between Sellers and Buyer and dated effective as of August 13, 2014 (the “First Amendment”), as further amended by that certain Second Amendment to Purchase and Sale Agreement and Joint Escrow Instructions, entered into between Sellers and Buyer and dated effective as of August 15, 2014 (the “Second Amendment”), as further amended by that certain Third Amendment to Purchase and Sale Agreement and Joint Escrow Instructions, entered into between Sellers and Buyer and dated effective as of August 18, 2014 (the “Third Amendment”), and as further amended by that certain Fourth Amendment to Purchase and Sale Agreement and Joint Escrow Instructions, entered into between Sellers and Buyer and dated effective as of August 19, 2014 (the “Fourth Amendment”) ” and together with the Original Purchase Agreement, the First Amendment, the Second Amendment and the Third Amendment, the “Purchase Agreement”). Capitalized terms used herein without definition shall have the meaning ascribed to such terms in the Purchase Agreement. In consideration of the agreements hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Sellers and Buyer agree as follows:

SELLERS. DDR FORT UNION I & II LLCDDR-SAU South Square, L.L.C., a Delaware limited liability company By: /s/ Xxxxxx Xxxxxxxxxx PrintXxxx Xxxxxxxxxxxx Name: Xxxxxx Xxxxxxxxxx Xxxx Xxxxxxxxxxxx Title: Vice President DDR MIDVALLEY LLCChief Financial Officer and Treasurer DDR-XXX Xxxxxx Xxxxxxxxx, L.L.C., a Delaware limited liability company By: /s/ Xxxxxx Xxxxxxxxxx PrintXxxx Xxxxxxxxxxxx Name: Xxxxxx Xxxxxxxxxx Xxxx Xxxxxxxxxxxx Title: Vice President DDR FAMILY CENTERS LPChief Financial Officer and Treasurer DDR-XXX Xxxxxxxx Phase II, a Delaware limited partnership By: DDR DownREIT LLC, its General Partner By: DDR Corp., its Sole Member By: /s/ Xxxxxx Xxxxxxxxxx Print: Xxxxxx Xxxxxxxxxx Title: Vice President DDR FORT UNION W LLCL.L.C., a Delaware limited liability company By: /s/ Xxxxxx Xxxxxxxxxx PrintXxxx Xxxxxxxxxxxx Name: Xxxxxx Xxxxxxxxxx Xxxx Xxxxxxxxxxxx Title: Vice President HERMES ASSOCIATESChief Financial Officer and Treasurer DDR-XXX Xxxxxxxxx Xxxxxxxxx, L.L.C., a Utah general Delaware limited liability company By: /s/ Xxxx Xxxxxxxxxxxx Name: Xxxx Xxxxxxxxxxxx Title: Chief Financial Officer and Treasurer DDR-XXX Xxxxxxx-Salem Xxxxxx Xxxx, L.L.C., a Delaware limited liability company By: /s/ Xxxx Xxxxxxxxxxxx Name: Xxxx Xxxxxxxxxxxx Title: Chief Financial Officer and Treasurer DDR-XXX Xxxxx North Hampton Market, L.L.C., a Delaware limited liability company By: /s/ Xxxx Xxxxxxxxxxxx Name: Xxxx Xxxxxxxxxxxx Title: Chief Financial Officer and Treasurer DDR-SAU Nashville Willowbrook, L.L.C., a Delaware limited liability company By: /s/ Xxxx Xxxxxxxxxxxx Name: Xxxx Xxxxxxxxxxxx Title: Chief Financial Officer and Treasurer DDR-SAU South Bend Broadmoor, L.L.C., a Delaware limited liability company By: /s/ Xxxx Xxxxxxxxxxxx Name: Xxxx Xxxxxxxxxxxx Title: Chief Financial Officer and Treasurer DDR-SAU Oakland, L.L.C., a Delaware limited liability company By: /s/ Xxxx Xxxxxxxxxxxx Name: Xxxx Xxxxxxxxxxxx Title: Chief Financial Officer and Treasurer DDR-SAU Waynesboro, L.L.C., a Delaware limited liability company By: /s/ Xxxx Xxxxxxxxxxxx Name: Xxxx Xxxxxxxxxxxx Title: Chief Financial Officer and Treasurer DDR-SAU PASADENA RED BLUFF LIMITED PARTNERSHIP, an Illinois limited partnership By: DDR Family Centers LPDDR-SAU Pasadena Red Bluff GP, its L.L.C., Its General Partner By: DDR DownREIT LLCDDR-SAU Retail Fund, its General Partner By: DDR Corp.L.L.C., its Sole Member By: /s/ Xxxxxx Xxxxxxxxxx Print: Xxxxxx Xxxxxxxxxx Title: Vice President HERMES ASSOCIATESDDR Retail Real Estate Limited Partnership, LTD., a Utah limited partnership Its Member By: DDR Family Centers LP, its General Partner By: DDR DownREIT IRR Acquisition LLC, its General Partner By: DDR Corp., its Sole Member By: /s/ Xxxxxx Xxxxxxxxxx Print: Xxxxxx Xxxxxxxxxx Title: Vice President UNIVERSITY SQUARE ASSOCIATES, LTD., a Utah limited partnership By: DDR Family Centers Orem LLC, its General Partner By: /s/ Xxxxxx Xxxxxxxxxx Print: Xxxxxx Xxxxxxxxxx Title: Vice President BUYER: EXCEL TRUST, L.P., a Delaware limited partnership By: Excel Trust, Inc., a Maryland corporation, its Its General Partner By: /s/ Xxxx X. Xxxxxx Xxxxxxxxxxxx Name: Xxxx X. Xxxxxx Xxxxxxxxxxxx Title: Chief Investment Financial Officer FIFTH AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS THIS FIFTH AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (the “Fifth Amendment”), is effective as of the 21st day of August, 2014 (the “Amendment Effective Date”), by and between: (i) DDR FORT UNION I & II LLC, a Delaware limited liability company (“DDR Fort Union”), DDR MIDVALLEY LLC, a Delaware limited liability company (“DDR Midvalley”), DDR FAMILY CENTERS LP, a Delaware limited partnership (“DDR Family Centers”), and DDR FORT UNION W LLC, a Delaware limited liability company (“DDR FUW”) (DDR Fort Union, DDR Midvalley, DDR Family Centers and DDR FUW are defined collectively herein as “Fort Union Seller”) in connection with the Fort Union Property; (ii) DDR Family Centers, HERMES ASSOCIATES, a Utah general partnership (“Hermes General”), and HERMES ASSOCIATES, LTD., a Utah limited partnership (“Hermes Limited”) (DDR Family Centers, Hermes General and Hermes Limited are defined collectively herein as “Taylorsville Seller”) in connection with the Taylorsville Property; (iii) UNIVERSITY SQUARE ASSOCIATES, LTD., a Utah limited partnership (“Orem Seller”) in connection with the Orem Property (Fort Union Seller, Taylorsville Seller and Orem Seller are hereinafter referred to individually as a “Seller” and collectively as “Sellers”); and (iv) EXCEL TRUST, L.P., a Delaware limited partnership (“Buyer”); and this Fifth Amendment constitutes an amendment to that certain Purchase and Sale Agreement and Joint Escrow Instructions, entered into between Sellers and Buyer and dated effective as of May 16, 2014 (the “Original Purchase Agreement”), as amended by that certain First Amendment to Purchase and Sale Agreement and Joint Escrow Instructions, entered into between Sellers and Buyer and dated effective as of August 13, 2014 (the “First Amendment”), as further amended by that certain Second Amendment to Purchase and Sale Agreement and Joint Escrow Instructions, entered into between Sellers and Buyer and dated effective as of August 15, 2014 (the “Second Amendment”), as further amended by that certain Third Amendment to Purchase and Sale Agreement and Joint Escrow Instructions, entered into between Sellers and Buyer and dated effective as of August 18, 2014 (the “Third Amendment”), and as further amended by that certain Fourth Amendment to Purchase and Sale Agreement and Joint Escrow Instructions, entered into between Sellers and Buyer and dated effective as of August 19, 2014 (the “Fourth Amendment”) and together with the Original Purchase Agreement, the First Amendment, the Second Amendment and the Third Amendment, the “Purchase Agreement”). Capitalized terms used herein without definition shall have the meaning ascribed to such terms in the Purchase Agreement. In consideration of the agreements hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Sellers and Buyer agree as follows:Treasurer

SELLERS. DDR FORT UNION I & II LLCSERIES U OF UM PARTNERS, a Delaware limited liability company LLC By: /s/ Xxxxxx Xxxxxxxxxx PrintName: Xxxxxx Xxxxxxxxxx Dylan B. Lissette Title: Vice President DDR MIDVALLEY LLCand Chief Executive Officer SERIES R OF UM PARTNERS, a Delaware limited liability company LLC By: /s/ Xxxxxx Xxxxxxxxxx PrintName: Xxxxxx Xxxxxxxxxx Dylan B. Lissette Title: Vice President DDR and Chief Executive Officer THE RICE FAMILY CENTERS LPPARTIES: Xxxxxxx X. Xxxx Xxxx X. Xxxx Xxxxxx X. Xxxxxxxx Xxxxx X. Xxxxxxxx UQF HOLDINGS, a Delaware limited partnership INC. XXXXXX X. XXXXXXXX 2012 GENERATIONS TRUST By: DDR DownREIT LLCBy: Name: Dylan B. Lissette Name: Dylan B. Lissette Title: President Title: Trustee XXXXXXX X. XXXX 2009 GST EXEMPT FAMILY TRUST XXXXXXX X. XXXX 2010 MULTIGENERATIONAL TRUST By: Sageworth Trust Company, its General Partner Trustee By: DDR Corp.Sageworth Trust Company, its Trustee By: By: Name: Name: Title: Title: SRS GP, LLC RICE INVESTMENTS II, LP By: Xxxxxxx X. Xxxx 2009 GST Exempt Family Trust, its general partner By: Name: Xxxxxxx X. Xxxx By: Sageworth Trust Company, its Trustee Title: Sole Member By: /s/ Xxxxxx Xxxxxxxxxx PrintName: Xxxxxx Xxxxxxxxxx Title: Vice President DDR FORT UNION W LLCEXHIBIT O XXXXXXXX OFFER LETTER (see attached) [XXXXXXX CREEK HOLDINGS LETTERHEAD] [●], a Delaware limited liability company By2020 Xxxxx Xxxxxxxx c/o Utz Quality Foods, LLC 000 Xxxx Xxxxxx Xxxxxxx XX 00000 Re: /s/ Xxxxxx Xxxxxxxxxx Print: Xxxxxx Xxxxxxxxxx Title: Vice President HERMES ASSOCIATES, a Utah general partnership By: DDR Family Centers LP, its General Partner By: DDR DownREIT LLC, its General Partner By: DDR Corp., its Sole Member By: /s/ Xxxxxx Xxxxxxxxxx Print: Xxxxxx Xxxxxxxxxx Title: Vice President HERMES ASSOCIATES, LTD., a Utah limited partnership By: DDR Family Centers LP, its General Partner By: DDR DownREIT LLC, its General Partner By: DDR Corp., its Sole Member By: /s/ Xxxxxx Xxxxxxxxxx Print: Xxxxxx Xxxxxxxxxx Title: Vice President UNIVERSITY SQUARE ASSOCIATES, LTD., a Utah limited partnership By: DDR Family Centers Orem LLC, its General Partner By: /s/ Xxxxxx Xxxxxxxxxx Print: Xxxxxx Xxxxxxxxxx Title: Vice President BUYER: EXCEL TRUST, L.P., a Delaware limited partnership By: Excel Trust, Inc., a Maryland corporation, its General Partner By: /s/ Xxxx X. Xxxxxx Xxxx X. Xxxxxx Title: Chief Investment Officer FIFTH AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS THIS FIFTH AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (the “Fifth Amendment”), is effective as Offer of the 21st day of August, 2014 (the “Amendment Effective Date”), by and between: (i) DDR FORT UNION I & II LLC, a Delaware limited liability company (“DDR Fort Union”), DDR MIDVALLEY LLC, a Delaware limited liability company (“DDR Midvalley”), DDR FAMILY CENTERS LP, a Delaware limited partnership (“DDR Family Centers”), and DDR FORT UNION W LLC, a Delaware limited liability company (“DDR FUW”) (DDR Fort Union, DDR Midvalley, DDR Family Centers and DDR FUW are defined collectively herein as “Fort Union Seller”) in connection with the Fort Union Property; (ii) DDR Family Centers, HERMES ASSOCIATES, a Utah general partnership (“Hermes General”), and HERMES ASSOCIATES, LTD., a Utah limited partnership (“Hermes Limited”) (DDR Family Centers, Hermes General and Hermes Limited are defined collectively herein as “Taylorsville Seller”) in connection with the Taylorsville Property; (iii) UNIVERSITY SQUARE ASSOCIATES, LTD., a Utah limited partnership (“Orem Seller”) in connection with the Orem Property (Fort Union Seller, Taylorsville Seller and Orem Seller are hereinafter referred to individually as a “Seller” and collectively as “Sellers”); and (iv) EXCEL TRUST, L.P., a Delaware limited partnership (“Buyer”); and this Fifth Amendment constitutes an amendment to that certain Purchase and Sale Agreement and Joint Escrow Instructions, entered into between Sellers and Buyer and dated effective as of May 16, 2014 (the “Original Purchase Agreement”), as amended by that certain First Amendment to Purchase and Sale Agreement and Joint Escrow Instructions, entered into between Sellers and Buyer and dated effective as of August 13, 2014 (the “First Amendment”), as further amended by that certain Second Amendment to Purchase and Sale Agreement and Joint Escrow Instructions, entered into between Sellers and Buyer and dated effective as of August 15, 2014 (the “Second Amendment”), as further amended by that certain Third Amendment to Purchase and Sale Agreement and Joint Escrow Instructions, entered into between Sellers and Buyer and dated effective as of August 18, 2014 (the “Third Amendment”), and as further amended by that certain Fourth Amendment to Purchase and Sale Agreement and Joint Escrow Instructions, entered into between Sellers and Buyer and dated effective as of August 19, 2014 (the “Fourth Amendment”) and together with the Original Purchase Agreement, the First Amendment, the Second Amendment and the Third Amendment, the “Purchase Agreement”). Capitalized terms used herein without definition shall have the meaning ascribed to such terms in the Purchase Agreement. In consideration of the agreements hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Sellers and Buyer agree as followsEmployment Dear Dylan:

SELLERS. DDR FORT UNION I & II BP WEST COAST PRODUCTS LLC, a Delaware limited liability company By: /s/ Xxxxxx Xxxxxxxxxx PrintXXXX X. XXXXX Name: Xxxxxx Xxxxxxxxxx Xxxx X. Xxxxx Title: Vice President DDR MIDVALLEY Authorized Person ATLANTIC RICHFIELD COMPANY, a Delaware corporation By: /s/ XXXX X. XXXXX Name: Xxxx X. Xxxxx Title: Authorized Person ARCO MIDCON LLC, a Delaware limited liability company By: /s/ Xxxxxx Xxxxxxxxxx PrintXXXX X. XXXXX Name: Xxxxxx Xxxxxxxxxx Xxxx X. Xxxxx Title: Vice President DDR FAMILY CENTERS LPAuthorized Person ARCO TERMINAL SERVICES CORPORATION, a Delaware limited partnership By: DDR DownREIT LLC, its General Partner By: DDR Corp., its Sole Member corporation By: /s/ Xxxxxx Xxxxxxxxxx PrintXXXX X. XXXXX Name: Xxxxxx Xxxxxxxxxx Xxxx X. Xxxxx Title: Vice President DDR FORT UNION W LLCAuthorized Person Purchase and Sale Agreement 1 of 3 ARCO MATERIAL SUPPLY COMPANY, a Delaware limited liability company corporation By: /s/ Xxxxxx Xxxxxxxxxx PrintXXXX X. XXXXX Name: Xxxxxx Xxxxxxxxxx Xxxx X. Xxxxx Title: Vice President HERMES ASSOCIATESAuthorized Person CH-TWENTY, INC., a Utah general partnership By: DDR Family Centers LP, its General Partner By: DDR DownREIT LLC, its General Partner By: DDR Corp., its Sole Member Delaware corporation By: /s/ Xxxxxx Xxxxxxxxxx PrintXXXX X. XXXXX Name: Xxxxxx Xxxxxxxxxx Xxxx X. Xxxxx Title: Vice President HERMES ASSOCIATESAuthorized Person PRODUCTS COGENERATION COMPANY, LTDa Delaware corporation By: /s/ XXXX X. XXXXX Name: Xxxx X. Xxxxx Title: Authorized Person ENERGY GLOBAL INVESTMENTS (USA) INC., a Utah limited partnership By: DDR Family Centers LP, its General Partner By: DDR DownREIT LLC, its General Partner By: DDR Corp., its Sole Member Delaware corporation By: /s/ Xxxxxx Xxxxxxxxxx PrintXXXX X. XXXXX Name: Xxxxxx Xxxxxxxxxx Xxxx X. Xxxxx Title: Vice President UNIVERSITY SQUARE ASSOCIATES, LTD.Authorized Person Signature Page to Purchase and Sale Agreement 2 of 3 BUYER: TESORO REFINING AND MARKETING COMPANY, a Utah limited partnership By: DDR Family Centers Orem LLC, its General Partner Delaware corporation By: /s/ Xxxxxx Xxxxxxxxxx PrintXXXXXXX X. XXXX Name: Xxxxxx Xxxxxxxxxx Xxxxxxx X. Xxxx Title: Vice Chairman of the Board of Directors and President BUYER: EXCEL TRUST, L.P., a Delaware limited partnership By: Excel Trust, Inc., a Maryland corporation, its General Partner By: /s/ Xxxx X. Xxxxxx Xxxx X. Xxxxxx Title: Chief Investment Officer FIFTH AMENDMENT SCHEDULES TO PURCHASE AND SALE AGREEMENT by and among BP WEST COAST PRODUCTS LLC, ATLANTIC RICHFIELD COMPANY, ARCO MIDCON LLC, ARCO TERMINAL SERVICES CORPORATION, ARCO MATERIAL SUPPLY COMPANY, CH-TWENTY, INC., PRODUCTS COGENERATION COMPANY, and ENERGY GLOBAL INVESTMENTS (USA) INC., collectively, the Sellers, and TESORO REFINING AND JOINT ESCROW INSTRUCTIONS THIS FIFTH AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (MARKETING COMPANY as the “Fifth Amendment”)Buyer INTRODUCTION Matters reflected in the following Schedules are not necessarily limited to matters required by this Agreement to be reflected in the Schedules. Such additional matters are set forth for informational purposes only and do not necessarily include other matters of a similar nature. Disclosure of a matter on the Schedules is not an admission by Sellers as to the materiality thereof. The following Schedules are qualified in their entirety by reference to the specific provisions of this Agreement, and are not intended to constitute, and shall not be construed as constituting representations or warranties of Sellers, except as and to the extent provided in this Agreement. The inclusion of any information in the Schedules shall not be construed as an admission that such information is effective as material to the Sellers. Headings have been inserted on the sections of the 21st day Schedules for convenience of Augustreference only, 2014 (the “Amendment Effective Date”), by and between: (i) DDR FORT UNION I & II LLC, shall not constitute a Delaware limited liability company (“DDR Fort Union”), DDR MIDVALLEY LLC, a Delaware limited liability company (“DDR Midvalley”), DDR FAMILY CENTERS LP, a Delaware limited partnership (“DDR Family Centers”)part of these Schedules or this Agreement, and DDR FORT UNION W LLC, a Delaware limited liability company (“DDR FUW”) (DDR Fort Union, DDR Midvalley, DDR Family Centers and DDR FUW are defined collectively herein as “Fort Union Seller”) in connection with the Fort Union Property; (ii) DDR Family Centers, HERMES ASSOCIATES, a Utah general partnership (“Hermes General”), and HERMES ASSOCIATES, LTD., a Utah limited partnership (“Hermes Limited”) (DDR Family Centers, Hermes General and Hermes Limited are defined collectively herein as “Taylorsville Seller”) in connection with the Taylorsville Property; (iii) UNIVERSITY SQUARE ASSOCIATES, LTD., a Utah limited partnership (“Orem Seller”) in connection with the Orem Property (Fort Union Seller, Taylorsville Seller and Orem Seller are hereinafter referred shall to individually as a “Seller” and collectively as “Sellers”); and (iv) EXCEL TRUST, L.P., a Delaware limited partnership (“Buyer”); and this Fifth Amendment constitutes an amendment to that certain Purchase and Sale Agreement and Joint Escrow Instructions, entered into between Sellers and Buyer and dated effective as of May 16, 2014 (the “Original Purchase Agreement”), as amended by that certain First Amendment to Purchase and Sale Agreement and Joint Escrow Instructions, entered into between Sellers and Buyer and dated effective as of August 13, 2014 (the “First Amendment”), as further amended by that certain Second Amendment to Purchase and Sale Agreement and Joint Escrow Instructions, entered into between Sellers and Buyer and dated effective as of August 15, 2014 (the “Second Amendment”), as further amended by that certain Third Amendment to Purchase and Sale Agreement and Joint Escrow Instructions, entered into between Sellers and Buyer and dated effective as of August 18, 2014 (the “Third Amendment”), and as further amended by that certain Fourth Amendment to Purchase and Sale Agreement and Joint Escrow Instructions, entered into between Sellers and Buyer and dated effective as of August 19, 2014 (the “Fourth Amendment”) and together with the Original Purchase Agreement, the First Amendment, the Second Amendment and the Third Amendment, the “Purchase Agreement”). Capitalized terms used herein without definition shall no extent have the meaning ascribed to such terms in effect of amending or changing the Purchase Agreement. In consideration express description of the agreements hereinafter Sections as set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Sellers and Buyer agree as follows:in this Agreement.

SELLERS. DDR FORT UNION I & II As to 0000 Xxxxxx Xxxxxxxxx and Silverline Center (0000 Xxxxxxxx Xxxxx) WRIT LIMITED PARTNERSHIP, a Delaware limited partnership By: Washington Real Estate Investment Trust, a Maryland real estate investment trust, its general partner By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Vice President - Investments As to Arlington Tower (1300 N 17th Street) WASHREIT ARLINGTON TOWER LLC, a Delaware limited liability company By: /s/ Xxxxxx Xxxxxxxxxx PrintXxxxx Name: Xxxxxx Xxxxxxxxxx Xxxxx Title: Vice President DDR MIDVALLEY - Investments As to 000 Xxxx Xxxxxx XXXXXXXX 000 XXXX XX LLC, a Delaware limited liability company By: /s/ Xxxxxx Xxxxxxxxxx PrintXxxxx Name: Xxxxxx Xxxxxxxxxx Xxxxx Title: Vice President DDR FAMILY CENTERS LP, a Delaware limited partnership By: DDR DownREIT LLC, its General Partner By: DDR Corp., its Sole Member By: /s/ Xxxxxx Xxxxxxxxxx Print: Xxxxxx Xxxxxxxxxx Title: Vice President DDR FORT UNION W - Investments As to Courthouse Square (510 and 000 Xxxx Xxxxxx) XXXXXXXX COURTHOUSE SQUARE LLC, a Delaware limited liability company By: /s/ Xxxxxx Xxxxxxxxxx PrintXxxxx Name: Xxxxxx Xxxxxxxxxx Xxxxx Title: Vice President HERMES ASSOCIATES, a Utah general partnership By: DDR Family Centers LP, its General Partner By: DDR DownREIT LLC, its General Partner By: DDR Corp., its Sole Member By: /s/ Xxxxxx Xxxxxxxxxx Print: Xxxxxx Xxxxxxxxxx Title: Vice President HERMES ASSOCIATES, LTD., a Utah limited partnership By: DDR Family Centers LP, its General Partner By: DDR DownREIT LLC, its General Partner By: DDR Corp., its Sole Member By: /s/ Xxxxxx Xxxxxxxxxx Print: Xxxxxx Xxxxxxxxxx Title: Vice President UNIVERSITY SQUARE ASSOCIATES, LTD., a Utah limited partnership By: DDR Family Centers Orem LLC, its General Partner By: /s/ Xxxxxx Xxxxxxxxxx Print: Xxxxxx Xxxxxxxxxx Title: Vice President BUYER: EXCEL TRUST, L.P., a Delaware limited partnership By: Excel Trust, Inc., a Maryland corporation, its General Partner By: /s/ Xxxx X. Xxxxxx Xxxx X. Xxxxxx Title: Chief Investment Officer FIFTH AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS THIS FIFTH AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (the “Fifth Amendment”), is effective as of the 21st day of August, 2014 (the “Amendment Effective Date”), by and between: (i) DDR FORT UNION I & II - Investments As to Fairgate at Ballston WRIT FAIRGATE LLC, a Delaware limited liability company (“DDR Fort Union”)By: Washington Real Estate Investment Trust, DDR MIDVALLEY a Maryland real estate investment trust, its general partner By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Vice President - Investments As to 0000 Xxxxxxxxxxxx Xxx XX WASHREIT 0000 XXXXXXXXXXXX XXX TRUSTEE LLC, a Delaware limited liability company (“DDR Midvalley”), DDR FAMILY CENTERS LP, a Delaware limited partnership (“DDR Family Centers”), and DDR FORT UNION W By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Vice President - Investments As to 0000 00xx Xxxxxx XX XXXXXXXX 1220 19TH ST TRUSTEE LLC, a Delaware limited liability company (“DDR FUW”) (DDR Fort Union, DDR Midvalley, DDR Family Centers and DDR FUW are defined collectively herein as “Fort Union Seller”) in connection with the Fort Union Property; (ii) DDR Family Centers, HERMES ASSOCIATES, a Utah general partnership (“Hermes General”), and HERMES ASSOCIATES, LTD., a Utah limited partnership (“Hermes Limited”) (DDR Family Centers, Hermes General and Hermes Limited are defined collectively herein as “Taylorsville Seller”) in connection with the Taylorsville Property; (iii) UNIVERSITY SQUARE ASSOCIATES, LTD., a Utah limited partnership (“Orem Seller”) in connection with the Orem Property (Fort Union Seller, Taylorsville Seller and Orem Seller are hereinafter referred By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Vice President - Investments As to individually as a “Seller” and collectively as “Sellers”); and (iv) EXCEL TRUST, L.P.0000 X Xxxxxx XX XXXXXXXX 2000 M ST TRUSTEE LLC, a Delaware limited partnership liability company By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Vice President - Investments As to 0000 Xxxxxxxxxxx Xxxxxx XX WRIT 1140 CT LLC, a Delaware limited liability company By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Vice President - Investments As to the Army Navy Building (1627 Eye Street NW) WRIT ANC LLC, a Delaware limited liability company By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Vice President - Investments As to 0000 Xxx Xxxxxx XX WRIT 0000 XXX XXXXXX LLC, a Delaware limited liability company By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Vice President - Investments WashREIT Guaranty Washington Real Estate Investment Trust, a Maryland real estate investment trust (“Buyer”); and this Fifth Amendment constitutes an amendment to that certain Purchase and Sale Agreement and Joint Escrow Instructions, entered into between Sellers and Buyer and dated effective as of May 16, 2014 (the “Original Purchase AgreementGuarantor”), as amended by acknowledges that certain First Amendment to Purchase it owns 100% of the direct or interests in Sellers and Sale will receive substantial economic and other benefits from Sellers’ execution and delivery of this Agreement and Joint Escrow Instructionsthe consummation of the transactions contemplated in this Agreement. Guarantor guarantees to Purchaser the payment of all sums that Purchaser may be entitled to receive from Sellers by reason of any claim made by Purchaser under Section 9.3 of the Agreement. Guarantor hereby waives, entered into between Sellers to the extent waivable by applicable law, any and Buyer all (a) defenses, offsets, counterclaims, demands, protests, presentments and dated effective as notices of August 13, 2014 every kind and nature (the “First Amendment”), as further amended by that certain Second Amendment to Purchase and Sale Agreement and Joint Escrow Instructions, entered into between Sellers and Buyer and dated effective as of August 15, 2014 (the “Second Amendment”), as further amended by that certain Third Amendment to Purchase and Sale Agreement and Joint Escrow Instructions, entered into between Sellers and Buyer and dated effective as of August 18, 2014 (the “Third Amendment”except for mandatory counterclaims), and (b) legal requirements that Purchaser institute any action or proceeding at law or in equity against Seller or any other person or entity before pursuing a claim against Guarantor. Guarantor acknowledges and agrees that any amendments made to this Agreement without Guarantor’s consent shall not affect the validity or enforceability of this Guaranty. Guarantor’s obligations under this Guaranty shall survive the Closing until the Survival Date (or such longer period as further amended may be required to resolve any claim brought by that certain Fourth Amendment to Purchase and Sale Agreement and Joint Escrow Instructions, entered into between Purchaser against Sellers and Buyer and dated effective as of August 19, 2014 (the “Fourth Amendment”) and together with the Original Purchase Agreement, the First Amendment, the Second Amendment and the Third Amendment, the “Purchase Agreement”). Capitalized terms used herein without definition shall have the meaning ascribed to such terms provided in the Purchase Agreement. In consideration Section 9.5 of the agreements hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Sellers and Buyer agree as follows:Agreement.)

SELLERS. DDR FORT UNION I & II LLCRICOCHET ENERGY, a Delaware limited liability company INC. (for itself and on behalf of the Ricochet Parties identified in Addendum I) By: /s/ Xxxxxx Xxxxxxxxxx Print: Xxxxxx Xxxxxxxxxx Title: Vice ------------------------------------------------- Jerry L. Hamblin, President DDR MIDVALLEY LLCVAQUILLAS XXXXXX XXXX XXXXSALL, a Delaware limited liability company LTD., LLP By: /s/ Xxxxxx Xxxxxxxxxx PrintVaquillas Enerxx Xxxxxement, LLC Its: Xxxxxx Xxxxxxxxxx Title: Vice President DDR FAMILY CENTERS LP, a Delaware limited partnership By: DDR DownREIT LLC, its General Partner By: DDR Corp.------------------------------------------------- James D. Walker, its Sole Member Managing Manager VAQUXXXXX XXXXXX XX-ENTRY, LTD., LLP By: /s/ Xxxxxx Xxxxxxxxxx PrintVaquillas Energy Management, LLC Its: Xxxxxx Xxxxxxxxxx Title: Vice President DDR FORT UNION W LLC, a Delaware limited liability company By: /s/ Xxxxxx Xxxxxxxxxx Print: Xxxxxx Xxxxxxxxxx Title: Vice President HERMES ASSOCIATES, a Utah general partnership By: DDR Family Centers LP, its General Partner By: DDR DownREIT LLC------------------------------------------------- James D. Walker, its Managing Manager JOB XXXXXX XXXXXXXX II, LTD. By: JOB Energy, LLC Its: General Partner By: DDR Corp.------------------------------------------------- James D. Walker, its Sole Member Managing Manager LORD'S ENERGY, LTD. By: /s/ Xxxxxx Xxxxxxxxxx PrintLord's Energy Management, LLC Its: Xxxxxx Xxxxxxxxxx Title: Vice President HERMES ASSOCIATES, LTD., a Utah limited partnership By: DDR Family Centers LP, its General Partner By: DDR DownREIT LLC------------------------------------------------- James D. Walker, its Managing Manager HUBBXXX-XXXXX XXXXXY INVESTMENTS, LTD. Xx: Xxxxxxx-Smith, LLC Its: General Partner By: DDR Corp.------------------------------------------------- Clayborne L. Nettleship, its Sole Member Manager NETTLXXXXX XXXXXX XXXXXXXXXXS, LTD. By: /s/ Xxxxxx Xxxxxxxxxx PrintNettleship Enterprises, Inc. Its: Xxxxxx Xxxxxxxxxx Title: Vice President UNIVERSITY SQUARE ASSOCIATES, LTD., a Utah limited partnership By: DDR Family Centers Orem LLC, its General Partner By: /s/ Xxxxxx Xxxxxxxxxx Print: Xxxxxx Xxxxxxxxxx Title: Vice ------------------------------------------------- Clayborne L. Nettleship, President BUYER: EXCEL TRUSTLARXXX XXXXXXX XXXXXX, L.P., a Delaware limited partnership XXX. By: Excel TrustGateway Professional Builders, Inc., a Maryland corporation, its LC Its: General Partner By: /s/ Xxxx X. Xxxxxx Xxxx X. Xxxxxx Title------------------------------------------------- Gerardo G. Salinas, Manager BORDEN JENXXXX BUYER XXRON ENERGY, INC. By: Chief Investment Officer FIFTH AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS THIS FIFTH AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS ------------------------------------------------- Ronnie L. Steinocher, President and CEO EXHIBIT "A" (the “Fifth Amendment”), is effective as of the 21st day of August, 2014 (the “Amendment Effective Date”), by and between: (i) DDR FORT UNION I & II LLC, a Delaware limited liability company (“DDR Fort Union”), DDR MIDVALLEY LLC, a Delaware limited liability company (“DDR Midvalley”), DDR FAMILY CENTERS LP, a Delaware limited partnership (“DDR Family Centers”), and DDR FORT UNION W LLC, a Delaware limited liability company (“DDR FUW”) (DDR Fort Union, DDR Midvalley, DDR Family Centers and DDR FUW are defined collectively herein as “Fort Union Seller”) in connection with the Fort Union Property; (ii) DDR Family Centers, HERMES ASSOCIATES, a Utah general partnership (“Hermes General”), and HERMES ASSOCIATES, LTD., a Utah limited partnership (“Hermes Limited”) (DDR Family Centers, Hermes General and Hermes Limited are defined collectively herein as “Taylorsville Seller”) in connection with the Taylorsville Property; (iii) UNIVERSITY SQUARE ASSOCIATES, LTD., a Utah limited partnership (“Orem Seller”) in connection with the Orem Property (Fort Union Seller, Taylorsville Seller and Orem Seller are hereinafter referred to individually as a “Seller” and collectively as “Sellers”); and (iv) EXCEL TRUST, L.P., a Delaware limited partnership (“Buyer”); and this Fifth Amendment constitutes an amendment to that certain Purchase and Sale Agreement and Joint Escrow Instructions, entered into between Sellers and Buyer and dated effective as of May 16, 2014 (the “Original Purchase Agreement”), as amended by that certain First Amendment Attached to Purchase and Sale Agreement dated May 29, 2014, between Ricochet Energy, Inc. et al. and Joint Escrow InstructionsBaron Energy, entered into between Sellers Inc.) EAST PEARSALL (STEWART) PROSPECT TRACT 1 - 1985 ACRES Lease 1: Oil and Buyer and dated effective as of Gas Lease xxxxx August 13, 2014 (the “First Amendment”)2009, from Federal Royalty LLC, as further amended by that certain Second Amendment to Purchase and Sale Agreement and Joint Escrow InstructionsGeneral Partner for Federal Royalty Partners, entered into between Sellers and Buyer and dated effective as of August 15, 2014 (the “Second Amendment”)Ltd., as further amended Lessor, to Sien Energy Company, as Lessee, recorded by that certain Third Amendment to Purchase Memorandum of Oil and Sale Agreement and Joint Escrow InstructionsGas Lease in Volume 66, entered into between Sellers and Buyer and dated effective page 502, Official Public Records, Frio County, Texas, as amended, covering 1,985 acres of August 18land, 2014 (more or less, out of the “Third Amendment”)A.B.&M. Survey 5, and as further amended by that certain Fourth Amendment to Purchase and Sale Agreement and Joint Escrow Instructions, entered into between Sellers and Buyer and dated effective as of August 19, 2014 (the “Fourth Amendment”) and together with the Original Purchase AgreementA-29, the First AmendmentA.B.&M. Survey 7, A-30, the Second Amendment and A.B.&M. Xxxxxx 0, X-00, xxx X.H. Adcoxx Xxxxxx 00, X-0000 xxd the Third AmendmentX.X.&X. Xxxxxx 0, the “Purchase Agreement”). Capitalized terms used herein without definition shall have the meaning ascribed to such terms in the Purchase Agreement. In consideration of the agreements hereinafter set forth and other good and valuable considerationX-000, the receipt and sufficiency of which are hereby acknowledgedFrio Xxxxxx, Sellers and Buyer agree as follows:Xxxas.

SELLERS. DDR FORT UNION I & II LLCSERIES U OF UM PARTNERS, a Delaware limited liability company LLC By: /s/ Xxxxxx Xxxxxxxxxx PrintName: Xxxxxx Xxxxxxxxxx Title: Vice President DDR MIDVALLEY LLCSERIES R OF UM PARTNERS, a Delaware limited liability company LLC By: /s/ Xxxxxx Xxxxxxxxxx PrintName: Xxxxxx Xxxxxxxxxx Title: Vice President DDR FAMILY CENTERS LPFOUNDER HOLDERS: Xxxxx X. Xxx Xxxxx X. Xxxxxxxx Xxxxx X. Xxxxxxxx Xxxxx Xxxxxxxx XXXXX X. XXXXXXXX REVOCABLE TRUST, a Delaware limited partnership DATED 2/11/2000, AMENDED AND RESTATED 11/9/2011 By: DDR DownREIT LLCName: Xxxxx X. Xxxxxxxx Title: Trustee XX XXXXXXX HOLDINGS, its General Partner LLC By: DDR Corp., its Sole Member ByName: /s/ Xxxxxx Xxxxxxxxxx Print: Xxxxxx Xxxxxxxxxx Xxxxx X. Xxx Title: Vice President DDR FORT UNION W LLC, a Delaware limited liability company Byand Senior Managing Director THE CCH INDEPENDENT DIRECTORS: /s/ Xxxxxx Xxxxxxxxxx Print: Xxxxxx Xxxxxxxxxx Title: Vice President HERMES ASSOCIATES, a Utah general partnership By: DDR Family Centers LP, its General Partner By: DDR DownREIT LLC, its General Partner By: DDR Corp., its Sole Member By: /s/ Xxxxxx Xxxxxxxxxx Print: Xxxxxx Xxxxxxxxxx Title: Vice President HERMES ASSOCIATES, LTDXxxxxxx X. Xxxxxxxxx Xxxxxxx X. Xxxxxxxx Xxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxx Exhibit A Form of Joinder [See attached., a Utah limited partnership By: DDR Family Centers LP, its General Partner By: DDR DownREIT LLC, its General Partner By: DDR Corp., its Sole Member By: /s/ Xxxxxx Xxxxxxxxxx Print: Xxxxxx Xxxxxxxxxx Title: Vice President UNIVERSITY SQUARE ASSOCIATES, LTD., a Utah limited partnership By: DDR Family Centers Orem LLC, its General Partner By: /s/ Xxxxxx Xxxxxxxxxx Print: Xxxxxx Xxxxxxxxxx Title: Vice President BUYER: EXCEL TRUST, L.P., a Delaware limited partnership By: Excel Trust, Inc., a Maryland corporation, its General Partner By: /s/ Xxxx X. Xxxxxx Xxxx X. Xxxxxx Title: Chief Investment Officer FIFTH AMENDMENT TO PURCHASE ] EXHIBIT F PUBCO DIVIDEND POLICY (see attached) EXHIBIT G COMPANY DISTRIBUTION POLICY (see attached) EXHIBIT H REDEMPTION AGREEMENT (see attached) EXHIBIT I COMPANY AND SALE SELLERS BRING–DOWN CERTIFICATE (see attached) EXHIBIT J ASSIGNMENT OF ACQUIRED COMPANY UNITS (see attached) EXHIBIT K BUYER BRING–DOWN CERTIFICATE (see attached) EXHIBIT L BINDER AGREEMENT AND JOINT ESCROW INSTRUCTIONS THIS FIFTH AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS R&W INSURANCE POLICY (the “Fifth Amendment”)see attached) EXHIBIT M EIP (see attached) XXX BRANDS, is effective as of the 21st day of August, 2014 (the “Amendment Effective Date”), by and between: (i) DDR FORT UNION I & II LLC, a Delaware limited liability company (“DDR Fort Union”), DDR MIDVALLEY LLC, a Delaware limited liability company (“DDR Midvalley”), DDR FAMILY CENTERS LP, a Delaware limited partnership (“DDR Family Centers”), and DDR FORT UNION W LLC, a Delaware limited liability company (“DDR FUW”) (DDR Fort Union, DDR Midvalley, DDR Family Centers and DDR FUW are defined collectively herein as “Fort Union Seller”) in connection with the Fort Union Property; (ii) DDR Family Centers, HERMES ASSOCIATES, a Utah general partnership (“Hermes General”), and HERMES ASSOCIATES, LTD., a Utah limited partnership (“Hermes Limited”) (DDR Family Centers, Hermes General and Hermes Limited are defined collectively herein as “Taylorsville Seller”) in connection with the Taylorsville Property; (iii) UNIVERSITY SQUARE ASSOCIATES, LTD., a Utah limited partnership (“Orem Seller”) in connection with the Orem Property (Fort Union Seller, Taylorsville Seller and Orem Seller are hereinafter referred to individually as a “Seller” and collectively as “Sellers”); and (iv) EXCEL TRUST, L.P., a Delaware limited partnership (“Buyer”); and this Fifth Amendment constitutes an amendment to that certain Purchase and Sale Agreement and Joint Escrow Instructions, entered into between Sellers and Buyer and dated effective as of May 16, 2014 (the “Original Purchase Agreement”), as amended by that certain First Amendment to Purchase and Sale Agreement and Joint Escrow Instructions, entered into between Sellers and Buyer and dated effective as of August 13, 2014 (the “First Amendment”), as further amended by that certain Second Amendment to Purchase and Sale Agreement and Joint Escrow Instructions, entered into between Sellers and Buyer and dated effective as of August 15, 2014 (the “Second Amendment”), as further amended by that certain Third Amendment to Purchase and Sale Agreement and Joint Escrow Instructions, entered into between Sellers and Buyer and dated effective as of August 18, 2014 (the “Third Amendment”), and as further amended by that certain Fourth Amendment to Purchase and Sale Agreement and Joint Escrow Instructions, entered into between Sellers and Buyer and dated effective as of August 19, 2014 (the “Fourth Amendment”) and together with the Original Purchase Agreement, the First Amendment, the Second Amendment and the Third Amendment, the “Purchase Agreement”)INC. Capitalized terms used herein without definition shall have the meaning ascribed to such terms in the Purchase Agreement. In consideration of the agreements hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Sellers and Buyer agree as follows:2020 OMNIBUS EQUITY INCENTIVE PLAN