Common use of NOTATION OF GUARANTEE Clause in Contracts

NOTATION OF GUARANTEE. For value received, the Guarantor has fully, unconditionally and absolutely guaranteed, to the extent set forth in the Indenture, among the Company, the Guarantor and the Trustee and subject to the provisions in the Indenture and the terms of the Notes, the due and punctual payment of the principal of, premium, if any, and interest on, the Notes and all other amounts due and payable under the Indenture and the Notes by the Company, when and as such principal of, premium, if any, and interest on, the Notes and other amounts shall become due and payable, whether at the Stated Maturity Date or by declaration of acceleration, call for redemption or otherwise, according to the terms of the Notes and the Indenture. The obligations of the Guarantor to the Holders of Notes and to the Trustee pursuant to the Guarantee and the Indenture are expressly set forth in Article XIII of the Base Indenture and Article VII of the Second Supplemental Indenture thereto establishing the terms of the Notes and reference is hereby made to the Base Indenture and the Second Supplemental Indenture thereto for the precise terms of the Guarantee, including provisions for the release thereof. Each Holder of a Note, by accepting the same, (a) agrees to and shall be bound by such provisions and (b) appoints the Trustee attorney-in-fact of such Holder for the purpose of such provisions. The Guarantor hereby agrees that its Guarantee of the Notes set forth in Article XIII of the Base Indenture and Article VII of the Second Supplemental Indenture shall remain in full force and effect notwithstanding any failure to endorse on any Note this notation of the Guarantee. RETAIL OPPORTUNITY INVESTMENTS CORP. By: Name: Title:

NOTATION OF GUARANTEE. For value received, the Guarantor has fully, unconditionally and absolutely guaranteed, to the extent set forth in the Indenture, among the Company, the Guarantor and the Trustee and subject to the provisions in the Indenture and the terms of the Notes, the due and punctual payment of the principal of, premium, if any, and interest on, the Notes and all other amounts due and payable under the Indenture and the Notes by the Company, when and as such principal of, premium, if any, and interest on, the Notes and other amounts shall become due and payable, whether at the Stated Maturity Date or by declaration of upon acceleration, call for redemption or otherwise, according to the terms of the Notes and the Indenture. The obligations of the Guarantor to the Holders of Notes and to the Trustee pursuant to the Guarantee and the Indenture are expressly set forth in Article XIII of the Base Indenture and Article VII of the Second Third Supplemental Indenture thereto establishing the terms of the Notes and reference is hereby made to the Base Indenture and the Second Third Supplemental Indenture thereto for the precise terms of the Guarantee, including provisions for the release thereof. Each Holder of a Note, by accepting the same, (a) agrees to and shall be bound by such provisions and (b) appoints the Trustee attorney-attorney in-fact of such Holder for the purpose of such provisions. The Guarantor hereby agrees that its Guarantee of the Notes set forth in Article XIII of the Base Indenture and Article VII of the Second Third Supplemental Indenture shall remain in full force and effect notwithstanding any failure to endorse on any Note this notation of the Guarantee. RETAIL OPPORTUNITY INVESTMENTS CORP. By: Name: Xxxxxxx X. Xxxxxx Title:: Chief Financial Officer

NOTATION OF GUARANTEE. For value received, each Guarantor (which term includes any successor Person under the Guarantor has fullyIndenture (defined below)) has, jointly and severally, unconditionally and absolutely guaranteed, to the extent set forth in the Indenture, among the Company, the Guarantor and the Trustee and subject to the provisions in the Indenture dated as of March 30, 2016, as supplemented by the First Supplemental Indenture dated as of March 30, 2016 (herein collectively called the “Indenture”, which term shall have the meaning assigned to it in such instrument), among AMC Networks Inc., a Delaware corporation (the “Company”), the Guarantors and U.S. Bank National Association, as trustee (the terms of the Notes“Trustee”), (a) the due and punctual payment of the principal of, premium, if any, and interest on, on the Notes of this series (as defined in the Indenture), whether at maturity, by acceleration, redemption, or otherwise, and all other amounts the due and payable under the Indenture and the Notes by the Company, when and as such principal ofpunctual payment of interest on overdue principal, premium, if any, and interest onon such Notes, if lawful (subject in all cases to any applicable grace periods provided in the Notes Indenture and other amounts shall become these Notes), and the due and payable, whether at punctual performance of all other obligations of the Stated Maturity Date Company to the Holders or by declaration of acceleration, call for redemption or otherwise, according to the Trustee all in accordance with the terms of the Indenture and the Notes and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, the Indenture. The obligations of the Guarantor to the Holders of Notes and to the Trustee pursuant to the Guarantee and the Indenture are expressly set forth same shall be promptly paid in Article XIII of the Base Indenture and Article VII of the Second Supplemental Indenture thereto establishing full when due or performed in accordance with the terms of the Notes and reference is hereby made to the Base Indenture and the Second Supplemental Indenture thereto for the precise terms of the Guaranteeextension or renewal, including provisions for the release thereofwhether at stated maturity, by acceleration or otherwise. Each Holder of a NoteHolder, by accepting the same, (a) agrees to and shall be bound by such provisions and (b) appoints the Trustee attorney-in-fact of such Holder for such purpose. Each Guarantor, and by acceptance of Notes of this series, each Holder, hereby confirms that it is the purpose intention of all such parties that the Note Guarantee of such provisions. The Guarantor hereby agrees that not constitute (i) a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act, or any similar federal, state or foreign law to the extent applicable to its Note Guarantee of or (ii) an unlawful distribution under any applicable state law prohibiting shareholder distributions by an insolvent subsidiary to the Notes set forth in Article XIII of the Base Indenture and Article VII of the Second Supplemental Indenture shall remain in full force and effect notwithstanding any failure extent applicable to endorse on any its Note this notation of the Guarantee. RETAIL OPPORTUNITY INVESTMENTS CORPIN WITNESS HEREOF, each Guarantor has caused this Notation of Guarantee to be signed manually or by facsimile by its duly authorized officers. 2ND PARTY LLC AMC FILM HOLDINGS LLC AMC NETWORK ENTERTAINMENT LLC AMC NETWORKS BROADCASTING & TECHNOLOGY AMC NETWORKS INTERNATIONAL LLC AMC/SUNDANCE CHANNEL GLOBAL NETWORKS LLC AMCN PROPERTIES LLC AMERICAN MOVIE CLASSICS IV HOLDING CORPORATION DIGITAL STORE LLC IFC ENTERTAINMENT HOLDINGS LLC IFC ENTERTAINMENT LLC IFC FILMS LLC IFC IN THEATERS LLC IFC PRODUCTIONS I L.L.C. IFC TELEVISION HOLDINGS LLC IFC THEATRES CONCESSIONS LLC IFC THEATRES, LLC IFC TV LLC IFC TV STUDIOS HOLDINGS LLC IPTV LLC RAINBOW FILM HOLDINGS LLC RAINBOW MEDIA ENTERPRISES, INC. RAINBOW MEDIA HOLDINGS LLC RAINBOW PROGRAMMING HOLDINGS LLC RMH GE HOLDINGS I, INC. RNC HOLDING CORPORATION RNC II HOLDING CORPORATION SELECTS VOD LLC SUNDANCE CHANNEL ASIA LLC SUNDANCE FILM HOLDINGS LLC SUNDANCETV LLC VOOM HD HOLDINGS LLC WE TV ASIA LLC WE TV HOLDINGS LLC WE TV LLC WEDDING CENTRAL LLC YEAH IPTV LLC, as Guarantors By: Name: Title: AMC TV STUDIOS LLC BADLANDS PRODUCTIONS I LLC COBALT PRODUCTIONS LLC CROSSED PENS DEVELOPMENT LLC DIPLOMAT PRODUCTIONS LLC EXPEDITION PRODUCTIONS I LLC GALYNTINE PRODUCTIONS LLC GEESE PRODUCTIONS LLC GROUND WORK PRODUCTIONS LLC HALT AND CATCH FIRE PRODUCTIONS LLC HALT AND CATCH FIRE PRODUCTIONS I LLC HALT AND CATCH FIRE PRODUCTIONS II LLC HALT AND CATCH FIRE PRODUCTIONS III LLC HAP AND XXXXXXX PRODUCTIONS I LLC KNIFEMAN PRODUCTIONS LLC KOPUS PRODUCTIONS LLC KOPUS PRODUCTIONS II LLC XXXXX XXX PROPERTIES LLC PHILLY PRODUCTIONS LLC PREMIER QUILLS LLC RECTIFY PRODUCTIONS LLC RECTIFY PRODUCTIONS II LLC RECTIFY PRODUCTIONS III LLC RECTIFY PRODUCTIONS IV LLC SUNDANCE CHANNEL ORIGINALS LLC THE SON PRODUCTIONS I LLC TURN PRODUCTIONS LLC TURN PRODUCTIONS I LLC TURN PRODUCTIONS II LLC TURN PRODUCTIONS III LLC TWD PRODUCTIONS LLC TWD PRODUCTIONS II LLC TWD PRODUCTIONS III LLC TWD PRODUCTIONS IV LLC TWD PRODUCTIONS V LLC TWD PRODUCTIONS VI LLC TWD PRODUCTIONS VII LLC, as Guarantors By: Name: Title: BENDERS PRODUCTIONS I LLC COMIC SCRIBE LLC FIVE FAMILIES PRODUCTIONS I LLC FIVE MOONS PRODUCTIONS I LLC IFC TV STUDIOS LLC PENS DOWN LLC RED MONDAY PROGRAMMING LLC ROUGHHOUSE PRODUCTIONS I LLC SLEUTH SECRETS PRODUCTIONS LLC WE TV STUDIOS LLC, as Guarantors By: Name: Title: MAKING WAVES STUDIO PRODUCTIONS LLC, as Guarantors By: Name: Title:

NOTATION OF GUARANTEE. For value received, the Guarantor has fully, unconditionally and absolutely guaranteed, to the extent As more fully set forth in the Indenture, among to the Companyextent permitted by law, each of the Guarantor Guarantors from time to time, in accordance with Article X of the Indenture, unconditionally and jointly and severally guarantees, to each Holder of a Note authenticated and delivered by the Trustee and subject to the provisions in the Indenture Trustee and the terms of the Notesits successors and assigns, the due and punctual payment of that: (a) the principal of, and premium, if any, Liquidated Damages, if any, and interest onon the Notes will be duly and punctually paid in full when due, whether at maturity, by acceleration, call for redemption, upon a Change of Control Offer, upon an Asset Sale Offer, upon a Selmer Notes Redemption Offer or otherwise, and interest on overdue principal of, and premium, if any, Liquidated Damages, if any and (to the extent permitted by law and the Indenture) interest on any interest, if any, on the Notes and all other amounts due and payable obligations of the Company to the Holders or the Trustee hereunder or under the Indenture Notes (including fees, expenses or other) will be promptly paid in full or performed, all in accordance with the terms hereof; and the (b) in case of any extension of time of payment or renewal of any Notes by the Company, when and as or any of such principal of, premium, if any, and interest onother obligations, the Notes and other amounts shall become same will be promptly paid in full when due and payableor performed in accordance with the terms of the extension or renewal, whether at the Stated Maturity Date or stated maturity, by declaration of acceleration, call for redemption redemption, upon a Change of Control Offer, upon an Asset Sale Offer, upon a Selmer Notes Redemption Offer or otherwise, according provided, however, that The Selmer Company, Inc., Xxxxxxx Musical Instruments, Inc., The Steinway Piano Company, Inc., Steinway, Inc., The SMI Trust, S&B Retail, Inc., Boston Piano Company, Inc., The O.S. Xxxxx Corporation, The O.S. Xxxxx Company, United Musical Instruments Holdings, Inc. and United Musical Instruments USA, Inc. have irrevocably and unconditionally guaranteed on a senior basis the Guarantee Obligations (as defined in Section 10.1 of the Indenture) only to the extent: (1) the indebtedness represented by the Guarantee may be incurred pursuant to Section 4.09 of the Selmer Indenture; (2) the investment represented by the Guarantee may be made pursuant to Section 4.07 of the Selmer Indenture; (3) the Guarantee is a transaction permitted under Section 4.11 of the Selmer Indenture; and (4) the Guarantee is otherwise permitted by the Selmer Indenture; in each case, so long as the Selmer Indenture is applicable, if at all; and, if the Selmer Notes are deemed to be no longer outstanding pursuant to the terms of the Selmer Indenture, including as a result of the redemption of all of the outstanding Selmer Notes, then there shall be no such limit on such Guarantee. When a successor assumes all the obligations of its predecessor under the Notes and the Indenture. The obligations of , the Guarantor to the Holders of Notes and to the Trustee pursuant to the Guarantee and the Indenture are expressly set forth in Article XIII of the Base Indenture and Article VII of the Second Supplemental Indenture thereto establishing the terms of the Notes and reference is hereby made to the Base Indenture and the Second Supplemental Indenture thereto for the precise terms of the Guarantee, including provisions for the release thereof. Each Holder of a Note, by accepting the same, (a) agrees to and shall predecessor will be bound by such provisions and (b) appoints the Trustee attorney-in-fact of such Holder for the purpose of such provisions. The Guarantor hereby agrees that its Guarantee of the Notes set forth in Article XIII of the Base Indenture and Article VII of the Second Supplemental Indenture shall remain in full force and effect notwithstanding any failure to endorse on any Note this notation of the Guarantee. RETAIL OPPORTUNITY INVESTMENTS CORP. By: Name: Title:released from those obligations.

NOTATION OF GUARANTEE. For value received, the Guarantor has fully, unconditionally and absolutely guaranteed, to the extent set forth in the Indenture, among the Company, the Guarantor and the Trustee and subject to the provisions in the Indenture and the terms of the Notes, the due and punctual payment of the principal of, premium, if any, and interest on, the Notes and all other amounts due and payable under the Indenture and the Notes by the Company, when and as such principal of, premium, if any, and interest on, the Notes and other amounts shall become due and payable, whether at the Stated Maturity Date or by declaration of acceleration, call for redemption or otherwise, according to the terms of the Notes and the Indenture. The obligations of the Guarantor to the Holders of Notes and to the Trustee pursuant to the Guarantee and the Indenture are expressly set forth in Article XIII Thirteen of the Base Indenture and Article VII VI of the Second First Supplemental Indenture thereto establishing the terms of the Notes and reference is hereby made to the Base Indenture and the Second First Supplemental Indenture thereto for the precise terms of the Guarantee, including provisions for the release thereof. Each Holder of a Note, by accepting the same, (a) agrees to and shall be bound by such provisions and (b) appoints the Trustee attorney-in-fact of such Holder for the purpose of such provisions. The Guarantor hereby agrees that its Guarantee of the Notes set forth in Article XIII Thirteen of the Base Indenture and Article VII VI of the Second First Supplemental Indenture shall remain in full force and effect notwithstanding any failure to endorse on any Note this notation of the Guarantee. RETAIL OPPORTUNITY INVESTMENTS CORP. By: ______________________ Name: Title:

NOTATION OF GUARANTEE. For value received, Each of the Guarantor has fully, unconditionally and absolutely guaranteed, Guarantors listed below (hereinafter referred to as the extent set forth in “Guarantors,” which term includes any successors or assigns under the Indenture, dated the date hereof, among the CompanyGuarantors, the Guarantor Company (defined below) and Wilmington Trust, National Association, as trustee (the Trustee “Indenture”)), has irrevocably and subject to the provisions in the Indenture and the terms of the Notes, unconditionally guaranteed on a senior basis (i) the due and punctual payment of the principal of, premiumof and interest and premiums, if any, and interest on, on the 5% Guaranteed Convertible Senior Secured Notes and all other amounts due and payable under 2018 (the Indenture and the Notes by the Company, “Notes”) when and as such principal of, premium, if any, and interest on, the Notes and other amounts same shall become due and payable, whether at the Stated Maturity Date or maturity, by declaration of acceleration, call for redemption repurchase or otherwise, according and the due and punctual performance of all other obligations of the Company to the Holders, the Trustee or the Collateral Trustee, (ii) the Company’s obligations under the Indenture and the Notes to deliver any shares of Common Stock (or Reference Property) (and pay cash in lieu of any fractional share) upon any conversion of the Notes and to duly and punctually pay or deliver, as the case may be, all other amounts due or to become due in connection with the Indenture, the Notes, (iii) the due and punctual performance of all other obligations of the Company or any Guarantor to the Holders, the Trustee or the Collateral Trustee under the Indenture, the Notes, the Guarantees and the Collateral Documents, and (iv) in the case of any extension of time of payment or renewal of the Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the Notes extension or renewal, whether at the maturity or by acceleration, repurchase or otherwise, in each case, all in accordance with and subject to the terms and limitations of this Note and the Indenture, including Article 13 thereof. The obligations This Guarantee will not become effective until the Trustee duly executes the certificate of authentication on this Note. This Guarantee shall be governed by and construed in accordance with the laws of the Guarantor State of New York, without regard to conflict of law principles thereof. THE TERMS OF ARTICLE 13 OF THE INDENTURE ARE INCORPORATED HEREIN BY REFERENCE. Capitalized terms used herein have the Holders of Notes and to the Trustee pursuant to the Guarantee and same meanings given in the Indenture are expressly set forth in Article XIII of the Base Indenture and Article VII of the Second Supplemental Indenture thereto establishing the terms of the Notes and reference is hereby made to the Base Indenture and the Second Supplemental Indenture thereto for the precise terms of the Guarantee, including provisions for the release thereof. Each Holder of a Note, by accepting the same, (a) agrees to and shall be bound by such provisions and (b) appoints the Trustee attorney-in-fact of such Holder for the purpose of such provisions. The Guarantor hereby agrees that its Guarantee of the Notes set forth in Article XIII of the Base Indenture and Article VII of the Second Supplemental Indenture shall remain in full force and effect notwithstanding any failure to endorse on any Note this notation of the Guarantee. RETAIL OPPORTUNITY INVESTMENTS CORP. By: Name: Title:unless otherwise indicated.

NOTATION OF GUARANTEE. For value received, each Guarantor (which term includes any successor Person under the Guarantor has fullyIndenture) has, jointly and severally, unconditionally and absolutely guaranteed, to the extent set forth in the Indenture, among the Company, the Guarantor and the Trustee Indenture and subject to the provisions in the Indenture Indenture, dated as of July 25, 2000 (the "Indenture"), among R.J. Xxxer Corporation, the Guarantors party thereto and United States Trust Company of New York, as trustee (the terms of the Notes"Trustee"), (i) the due and punctual payment of the principal of, premium, if any, and interest on, in full on the Notes and all other amounts due and payable under Securities (as defined in the Indenture and the Notes by the CompanyIndenture), when and as such the same shall become due and payable whether at Stated Maturity, by declaration of acceleration or otherwise, (ii) the due and punctual payment of interest on overdue principal of, premium, if any, and interest onin full on the Securities, to the extent permitted by law, and (iii) the due and punctual performance of all other Obligations of the Company and the other Guarantors to the Holders or the Trustee, including, without limitation, the Notes payment of fees, expenses, indemnification or other amounts, all in accordance with the terms of the Securities and this Indenture. In case of the failure of the Company to punctually to make any such principal or interest payment or the failure of the Company or any other amounts Guarantor to perform any such other Obligation, each Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at the Stated Maturity Date or Maturity, by declaration of acceleration, call for redemption acceleration or otherwise, according to the terms . The Obligations of the Notes and the Indenture. The obligations of the Guarantor Guarantors to the Holders of Notes Securities and to the Trustee pursuant to the Guarantee and the Indenture are expressly set forth in Article XIII X of the Base Indenture and Article VII of the Second Supplemental Indenture thereto establishing the terms of the Notes and reference is hereby made to the Base Indenture and the Second Supplemental Indenture thereto for the precise terms of the Guarantee, including provisions for the release thereof. Each Holder of a Note, by accepting the same, (a) agrees to and shall be bound by such provisions and (b) appoints the Trustee attorney-in-fact of such Holder for the purpose of such provisions. The Guarantor hereby agrees that its Guarantee obligations of the Notes set forth Guarantors will be released only in accordance with the provisions of Article XIII X of the Base Indenture and Article VII of the Second Supplemental Indenture shall remain in full force and effect notwithstanding any failure to endorse on any Note this notation of the GuaranteeIndenture. RETAIL OPPORTUNITY INVESTMENTS CORPTOWER AUTOMOTIVE, INC. By: ------------------------------------ Name: Title: TOWER AUTOMOTIVE PRODUCTS COMPANY, INC. By: ------------------------------------ Name: Title:

NOTATION OF GUARANTEE. For value received, the Guarantor has fully(which term includes any successor person under the Indenture (as defined below)), jointly and severally, unconditionally and absolutely guaranteedguarantees, to the extent set forth in the Indenture and subject to the provisions in the Indenture, dated as of February 12, 2018 (the “Base Indenture”) among Sotherly Hotels LP, as issuer (the “Company”), Sotherly Hotels Inc., as guarantor (the “Guarantor”) and Wilmington Trust, National Association, as trustee (the “Trustee”), as amended and supplemented by the First Supplemental Indenture, dated as of February 12, 2018, (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”) among the Company, the Guarantor and the Trustee and subject to the provisions in the Indenture and the terms of the Notes, (a) the due and punctual payment of the principal of, premium, if any, and interest onon the Notes, whether at maturity, by acceleration, redemption or otherwise, the Notes and all other amounts due and payable under the Indenture punctual payment of interest on overdue principal and the Notes by the Company, when and as such principal of, premium, if any, and, to the extent permitted by law, interest, and interest on, the Notes and other amounts shall become due and payable, whether at punctual performance of all other obligations of the Stated Maturity Date Company to the Holders or by declaration of acceleration, call for redemption or otherwise, according to the Trustee all in accordance with the terms of the Indenture and (b) in case of any extension of time of payment or renewal of any Notes and or any of such other obligations, that the Indenturesame will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantor to the Holders of the Notes and to the Trustee pursuant to the Guarantee and the Indenture are expressly set forth in Article XIII 5 of the Base Indenture and Article VII of the Second Supplemental Indenture thereto establishing the terms of the Notes Indenture, and reference is hereby made to the Base Indenture and the Second Supplemental Indenture thereto for the precise terms of the Guarantee, including provisions for . This Guarantee is subject to release as and to the release thereofextent set forth in Section 5.1 of the Supplemental Indenture and Section 12.4 of the Base Indenture. Each Holder of a Note, by accepting the same, (a) agrees to and shall be bound by such provisions and (b) appoints the Trustee attorney-in-fact of such Holder for the purpose of such provisions. The Guarantor hereby agrees that its Guarantee of Capitalized terms used herein and not defined are used herein as so defined in the Notes set forth in Article XIII of the Base Indenture and Article VII of the Second Supplemental Indenture shall remain in full force and effect notwithstanding any failure to endorse on any Note this notation of the GuaranteeIndenture. RETAIL OPPORTUNITY INVESTMENTS CORPSOTHERLY HOTELS INC. By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title:: COO

NOTATION OF GUARANTEE. For value receivedThe Guarantors listed below (hereinafter referred to as the "Guarantors," which term includes any successors or assigns under the Agreement, dated the Guarantor has fully, unconditionally and absolutely guaranteed, to the extent set forth in the Indenturedate hereof, among the Company, the Guarantor Guarantors named therein, HealthCare Royalty Partners II, L.P., HCRP Overflow Fund, L.P. and MOLAG Healthcare Royalty, LLC, each as Holder (each a "Holder" and collectively, "Holders") (the Trustee "Agreement")), have jointly, severally, irrevocably and subject to unconditionally guaranteed on a senior unsubordinated basis the provisions Guarantee Obligations (as defined in the Indenture and the terms Section 12.01 of the Agreement), which include (i) the due and punctual payment and/or full performance of the principal of, with respect to, and interest on, the 8.0% Convertible Senior Notes due 2019 (the "Notes"), whether at maturity, by acceleration, upon redemption, upon conversion or otherwise, the due and punctual payment of interest on the overdue principal of, premium, if anyand (to the extent permitted by law) interest on any interest on the Notes, and interest on, the Notes due and punctual performance of all other amounts due and payable under the Indenture and the Notes by obligations of the Company, when and as such principal of, premium, if anyto the Holders all in accordance with the terms set forth in Article 12 of the Agreement, and interest on(ii) in case of any extension of time of payment or renewal of any Notes or any such other obligations, that the Notes and other amounts same shall become be promptly paid in full when due and payableor performed in accordance with the terms of the extension or renewal, whether at the Stated Maturity Date or maturity, by declaration of acceleration, call for redemption or otherwise, according to the terms of the Notes and the Indenture. The obligations of the Guarantor Guarantors to the Holders of Notes and to the Trustee pursuant to the this Guarantee and the Indenture Agreement are expressly set forth in Article XIII 12 of the Base Indenture and Article VII of the Second Supplemental Indenture thereto establishing the terms of the Notes Agreement and reference is hereby made to the Base Indenture and the Second Supplemental Indenture thereto such Agreement for the precise terms of this Guarantee. No past, present or future trustee, officer, employee, incorporator or shareholder (direct or indirect) of the GuaranteeGuarantors (or any such successor entities), including provisions as such, shall have any liability for any obligations of the release thereofGuarantors under this Guarantee or the Agreement or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each The Guarantors hereby waive diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Company, any right to require a proceeding first against the Company, the benefit of discussion, protest or notice with respect to the Notes and all demands whatsoever. The Guarantors as principal obligors and as separate and independent obligations and liability from their other obligations and liabilities under the Agreement jointly and severally agree to indemnify and keep indemnified each Holder in full and on demand in respect of the performance and discharge of the Guarantee Obligations (except where the Company's failure to perform or discharge the Guarantee Obligations results from such Holder's failure to comply with its obligations under the Agreement or the Company contesting any payment or part of a Note, by accepting the same, (a) agrees to payment in good faith). This is a continuing Guarantee and shall be bound by such provisions and (b) appoints the Trustee attorney-in-fact of such Holder for the purpose of such provisions. The Guarantor hereby agrees that its Guarantee of the Notes set forth in Article XIII of the Base Indenture and Article VII of the Second Supplemental Indenture shall remain in full force and effect notwithstanding any failure to endorse on any Note this notation and shall be binding upon the Guarantors and their successors and assigns until full and final payment of all of the GuaranteeCompany's obligations under the Notes and Agreement or until legally discharged in accordance with the Agreement and shall inure to the benefit of the successors and assigns of the Holders, and, in the event of any transfer or assignment of rights by any Holder, the rights and privileges herein conferred upon that party shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions hereof. RETAIL OPPORTUNITY INVESTMENTS CORPThis is a Guarantee of payment and performance and not of collectability. By: Name: Title:This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Note upon which this Guarantee is noted shall have been executed by the Company under the Agreement by the manual or facsimile signature of one of its authorized officers. THE TERMS OF ARTICLE 12 OF THE AGREEMENT ARE INCORPORATED HEREIN BY REFERENCE. Capitalized terms used herein have the same meanings given in the Agreement unless otherwise indicated. This document has been executed as a deed and is delivered and takes effect on the date stated below.

NOTATION OF GUARANTEE. For value received, Each of the Guarantor has fully, undersigned (the “Guarantors”) hereby jointly and severally unconditionally and absolutely guaranteedguarantees, to the extent set forth in the IndentureIndenture dated as of February [24], 2012 by and among the CompanyXxxxxxx Xxxx Homes, Inc., as issuer, the Guarantor Guarantors, as guarantors, and U.S. Bank National Association, as Note Trustee and Collateral Trustee (as amended, restated or supplemented from time to time, the Trustee “Indenture”), and subject to the provisions in the Indenture and the terms of the NotesIndenture, (a) the due and punctual payment of the principal of, and premium, if any, and interest on, on the Notes and all other amounts due and payable under the Indenture and the Notes by the CompanyNotes, when and as such principal of, premium, if any, and interest on, the Notes and other amounts same shall become due and payable, whether at the Stated Maturity Date or maturity, by declaration of acceleration, call for redemption acceleration or otherwise, according the due and punctual payment of interest on overdue principal of, and premium and interest on the Notes, to the extent lawful, and the due and punctual payment of all Obligations and due and punctual performance of all other obligations of the Issuer to the Holders, the Note Trustee or the Collateral Trustee, all in accordance with the terms set forth in Article Ten of the Indenture, and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the Notes and the Indentureextension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantor Guarantors to the Holders of Notes Holders, to the Note Trustee and to the Collateral Trustee pursuant to the this Guarantee and the Indenture are expressly set forth in Article XIII Ten of the Base Indenture and Article VII of the Second Supplemental Indenture thereto establishing the terms of the Notes Indenture, and reference is hereby made to the Base Indenture and the Second Supplemental Indenture thereto for the precise terms and limitations of the this Guarantee, including provisions for the release thereof. Each Holder of a Notethe Note to which this Guarantee is endorsed, by accepting the samesuch Note, (a) agrees to and shall be bound by such provisions and (b) appoints the Trustee attorney-in-fact of such Holder for the purpose of such provisions. The Guarantor hereby agrees To the extent that its any provision of this Guarantee conflicts with the express provisions of the Notes set forth in Article XIII Indenture, the provisions of the Base Indenture and Article VII of the Second Supplemental Indenture shall remain in full force and effect notwithstanding any failure to endorse on any Note this notation of the Guarantee. RETAIL OPPORTUNITY INVESTMENTS CORP. By: Name: Title:govern.