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

SELLERS. DDR FORT UNION I & II LLCADVANTAGE PARTNERS MBI FUND IIIPrivate Equity Investment Limited PartnershipBy: APM Co., 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 LLCLtd, its General Partner By: /s/ Xxxxxx Xxxxxxxxxx PrintXxxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxxxx Xxxxxxx Xxxxxxxx Title: Vice President BUYER: EXCEL TRUSTRepresentative Director AP CAYMAN PARTNERS I, L.P., a Delaware limited partnership L.P. By: Excel TrustCayman Capital Management, Inc.L.P. By: Cayman Capital Management, a Maryland corporationInc. By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Director AP CAYMAN PARTNERS I-B, L.P. By: Cayman Capital Management, L.P. By: Cayman Capital Management, Inc. By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Director ADVANTAGE PARTNERS INVESTMENT PARTNERSHIP NO. 20 By: Advantage Partners, LLP, its General Partner By: /s/ Xxxx Xxxxxxx X. Xxxxxx Xxxx Name: Xxxxxxx X. Xxxxxx Title: Chief Investment OfficerRepresentative Partner AP MC FUND-I, L.P. By: Cayman Capital Management, L.P., its General Partner By: Cayman Capital Management, Inc., its General Partner By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Representative Director AP CAYMAN PARTNERS I, L.P. By: Cayman Capital Management, L.P. By: Cayman Capital Management, Inc. By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Director AP MC FUND LPABy: APM Co., Ltd, its General Partner By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Director ADVANTAGE PARTNERS INVESTMENT PARTNERSHIP NO. 20B By: AP3 Co., Ltd., its General Partner By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Representative Partner SELLER: Signed for and on behalf of XXXX CAPITAL MEI (H.K.) LIMITED By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxxx Title: Director IAN MCCORMICKBy: Xxxx Capital MEI (H.K.) Limited, as its Attorney-in-Fact By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxxx Title: Director XXXXX XXXXX By: Xxxx Capital MEI (H.K.) Limited, as its Attorney-in-Fact By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxxx Title: Director XXXXXX XXXXXXX By: Xxxx Capital MEI (H.K.) Limited, as its Attorney-in-Fact By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxxx Title: Director XXXXX XXXXXXX By: Xxxx Capital MEI (H.K.) Limited, as its Attorney-in-Fact By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxxx Title: Director

SELLERS. DDR FORT UNION I & II THE FAIRWAYS SENIOR HOUSING, LLC, a Delaware limited liability company By: /s/ Xxxxxx Xxxxxxxxxx PrintAEW Partners IV, L.P., its sole member By: Xxxxxx Xxxxxxxxxx TitleAEW IV, L.L.C., its general partner By: Vice President DDR MIDVALLEY LLCAEW Partners IV, a Delaware limited liability company Inc., its managing member By: /s/ Xxxxxx Xxxxxxxxxx Print: Xxxxxx Xxxxxxxxxx Title: Marc. X. Xxxxxxxx -------------------------------- Xxxx X. Xxxxxxxx, Vice President DDR FAMILY CENTERS LPPG SANTA XXXXXX SENIOR HOUSING, a Delaware limited partnership L.P. By: DDR DownREIT Pacific Gardens GP, LLC, its General Partner general partner By: DDR Corp.Pacific Gardens Senior Housing, 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 sole member 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 TRUSTAEW Partners IV, L.P., a Delaware limited partnership partnership, its managing member By: Excel TrustAEW IV, L.L.C., its general partner By: AEW Partners IV, Inc., a Maryland corporationits managing member By: /s/ Marc. X. Xxxxxxxx -------------------------------- Xxxx X. Xxxxxxxx, Vice President PG TARZANA SENIOR HOUSING, L.P. By: Pacific Gardens GP, LLC, its General Partner general partner By: Pacific Gardens Senior Housing, LLC, its sole member By: AEW Partners IV, L.P., a Delaware limited partnership, its managing member By: AEW IV, L.L.C., its general partner By: AEW Partners IV, Inc., its managing member By: /s/ Marc. X. Xxxxxxxx -------------------------------- Xxxx X. Xxxxxxxx, Vice President PG CHINO SENIOR HOUSING, L.P. By: Pacific Gardens GP, LLC, its general partner By: Pacific Gardens Senior Housing, LLC, its sole member By: AEW Partners IV, L.P., a Delaware limited partnership, its managing member By: AEW IV, L.L.C., its general partner By: AEW Partners IV, Inc., its managing member By: /s/ Marc. X. Xxxxxxxx -------------------------------- Xxxx X. Xxxxxxxx, Vice President AEW/CAREAGE-BAKERSFIELD, LLC, a Washington limited liability company By: AEW/Careage-Properties, LLC, its sole member By: AEW/Careage, LLC, its sole member By: Eastrich Careage, LLC, its member-manager By: /s/ Marc. X. Xxxxxxxx --------------------------------- Xxxx X. Xxxxxxxx Authorized Signatory AEW/CAREAGE-FEDERAL WAY, LLC, a Washington limited liability company By: AEW/Careage-Properties, LLC, its sole member By: AEW/Careage, LLC, its sole member By: Eastrich Careage, LLC, its member-manager By: /s/ Marc. X. Xxxxxxxx --------------------------------- Xxxx X. Xxxxxxxx Authorized Signatory AEW/CAREAGE-BAKERSFIELD SNF, LLC, a Washington limited liability company By: AEW/Careage-Properties, LLC, its sole member By: AEW/Careage, LLC, its sole member By: Eastrich Careage, LLC, its member-manager By: /s/ Marc. X. Xxxxxxxx --------------------------------- Xxxx X. Xxxxxxxx Authorized Signatory BUYER: BLC ACQUISITION, INC., a Delaware corporation By: /s/ Xxxx X. Xxxxxx Xxxxxxx --------------------------------- Name: Xxxx X. Xxxxxx Xxxxxxx Title: Chief Investment OfficerPresident

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 OfficerOfficer THIS SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (the “Second Amendment”), is effective as of the 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 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” and together with the Original Purchase Agreement, 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 OfficerOfficer 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 DC-7337 TRADE STREET, LLC By: XXXXXX/VALIDUS OPERATING PARTNERSHIP, LP, a Delaware limited partnership, as sole Member By: XXXXXX VALIDUS MISSION CRITICAL REIT, INC., a Maryland corporation, as General Partner By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: President DC-402 FRANKLIN ROAD, LLC By: XXXXXX/VALIDUS OPERATING PARTNERSHIP, LP, a Delaware limited partnership, as sole Member By: XXXXXX VALIDUS MISSION CRITICAL REIT, INC., a Maryland corporation, as General Partner By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: President \ DC-2000 XXXXXX ROAD, LP By: DC-2000 XXXXXX ROAD, LLC, a Delaware limited liability company company, as General Partner By: XXXXXX/VALIDUS OPERATING PARTNERSHIP, LP, a Delaware limited partnership, as sole Member By: XXXXXX VALIDUS MISSION CRITICAL REIT, INC., a Maryland corporation, as General Partner By: /s/ Xxxxxx Xxxxxxxxxx PrintXxxxxxx X. Xxxxx Name: Xxxxxx Xxxxxxxxxx Xxxxxxx X. Xxxxx Title: Vice President DDR MIDVALLEY \ DC-180 PEACHTREE, LLC By: 180 PEACHTREE HOLDINGS, LLC, a Delaware limited liability company company, as sole Member By: /s/ Xxxxxx Xxxxxxxxxx Print: Xxxxxx Xxxxxxxxxx Title: Vice President DDR FAMILY CENTERS XXXXXX/VALIDUS OPERATING PARTNERSHIP, LP, a Delaware limited partnership partnership, as Manager By: DDR DownREIT LLCXXXXXX VALIDUS MISSION CRITICAL REIT, its INC., a Maryland corporation, as General Partner By: DDR Corp./s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: President \ XX-0000 XXXXXXXXXX XXXXXXX, its Sole LLC By: XXXXXX/VALIDUS OPERATING PARTNERSHIP, LP, a Delaware limited partnership, as Manager By: XXXXXX VALIDUS MISSION CRITICAL REIT, INC., a Maryland corporation, as General Partner By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: President DC-1221 XXXX ROAD, LLC By: XXXXXX/VALIDUS OPERATING PARTNERSHIP, LP, a Delaware limited partnership, as sole Member By: XXXXXX VALIDUS MISSION CRITICAL REIT, INC., a Maryland corporation, as General Partner By: /s/ Xxxxxx Xxxxxxxxxx PrintXxxxxxx X. Xxxxx Name: Xxxxxx Xxxxxxxxxx Xxxxxxx X. Xxxxx Title: Vice President DDR FORT UNION W \ DC-5000 XXXXX ROAD, LLC By: XXXXXX/VALIDUS OPERATING PARTNERSHIP, LP, a Delaware limited partnership, as sole Member By: XXXXXX VALIDUS MISSION CRITICAL REIT, INC., a Maryland corporation, as General Partner By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: President DC-3300 ESSEX, LLC By: XXXXXX/VALIDUS OPERATING PARTNERSHIP, LP, a Delaware limited partnership, as Member By: XXXXXX VALIDUS MISSION CRITICAL REIT, INC., a Maryland corporation, as General Partner By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: President \ XX-X00X00000 XXXXXXXXX XXXXX, LLC By: XXXXXX/VALIDUS OPERATING PARTNERSHIP, LP, a Delaware limited partnership, as sole Member By: XXXXXX VALIDUS MISSION CRITICAL REIT, INC., a Maryland corporation, as General Partner By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: President DC-1805 CENTER PARK DRIVE, LLC By: XXXXXX/VALIDUS OPERATING PARTNERSHIP, LP, a Delaware limited partnership, as sole Member By: XXXXXX VALIDUS MISSION CRITICAL REIT, INC., a Maryland corporation, as General Partner By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: President \ XX-0000 XXXXXXXXX XXXXXXX, LP By: DATA CENTER – 5150 XXXXXXXXX, LLC, a Delaware limited liability company company, its general partner By: /s/ Xxxxxx Xxxxxxxxxx Print: Xxxxxx Xxxxxxxxxx Title: Vice President HERMES ASSOCIATESXXXXXX/VALIDUS OPERATING PARTNERSHIP, 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 partnership, its sole member By: Excel TrustXXXXXX VALIDUS MISSION CRITICAL REIT, Inc.INC., a Maryland corporation, its General Partner By: /s/ Xxxx Xxxxxxx X. Xxxxxx Xxxx Xxxxx Name: Xxxxxxx X. Xxxxxx Xxxxx Title: Chief Investment OfficerPresident DC-2 CHRISTIE HEIGHTS, LLC By: XXXXXX/VALIDUS OPERATING PARTNERSHIP, LP, a Delaware limited partnership, as sole Member By: XXXXXX VALIDUS MISSION CRITICAL REIT, INC., a Maryland corporation, as General Partner By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: President \ DC-1001 WINDWARD CONCOURSE, LLC By: XXXXXX/VALIDUS OPERATING PARTNERSHIP, LP, a Delaware limited partnership, as sole Member By: XXXXXX VALIDUS MISSION CRITICAL REIT, INC., a Maryland corporation, as General Partner By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: President DC-19675 W. TEN MILE, LLC By: XXXXXX/VALIDUS OPERATING PARTNERSHIP, LP, a Delaware limited partnership, as sole Member By: XXXXXX VALIDUS MISSION CRITICAL REIT, INC., a Maryland corporation, as General Partner By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: President \ BUYERS:XXXXXX XX ASSETS LLC By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Authorized Person XXXXXXX XX ASSETS LLC By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Authorized Person ETOWAH DC ASSETS LLC By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Authorized Person CUMBERLAND DC ASSETS LLC By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Authorized Person XXXXXXX XX ASSETS LLC By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Authorized Person \

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 OfficerFinancial Officer and Treasurer

SELLERS. DDR FORT UNION I RXX ENERGY ROYALTIES LIMITED PARTNERSHIP By: Dxxxxxx Oil & II Gas Limited Partnership, its general partner By: Rxx Energy LLC, a Delaware limited liability company its general partner 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 Lxxxx X. Xxxxxx Xxxx ------------------------- Name: Lxxxx X. Xxxxxx Title: Chief Investment OfficerChairman PENNTEX RESOURCES, L.P. By: Penn Tex Energy, Inc., its general partner By: /s/ Lxxxx X. Xxxxxx ---------------------------- Name: Lxxxx X. Xxxxxx Title: Chairman PENNTEX RESOURCES ILLINOIS, INC. By: /s/ Lxxxx X. Xxxxxx ------------------------------- Name: Lxxxx X. Xxxxxx Title: Chairman DXXXXXX OIL & GAS LIMITED PARTNERSHIP By: Rxx Energy LLC, its general partner By: /s/ Lxxxx X. Xxxxxx ---------------------------- Name: Lxxxx X. Xxxxxx Title: Chairman DXXXXXX XXXXXXXXXXXX LIMITED PARTNERSHIP By: Rxx Energy LLC, its general partner By: /s/ Lxxxx X. Xxxxxx ---------------------------- Name: Lxxxx X. Xxxxxx Title: Chairman MIDLAND EXPLORATION LIMITED PARTNERSHIP By: Dxxxxxx Oil & Gas Limited Partnership, its general partner By: Rxx Energy LLC, its general partner By: /s/ Lxxxx X. Xxxxxx ------------------------- Name: Lxxxx X. Xxxxxx Title: Chairman RXX ENERGY OPERATING CORP. By: /s/ Lxxxx X. Xxxxxx ------------------------------- Name: Lxxxx X. Xxxxxx Title: Chairman RXX ENERGY WABASH, LLC By: /s/ Lxxxx X. Xxxxxx ------------------------------- Name: Lxxxx X. Xxxxxx Title: Chairman LXXXX X. XXXXXX /s/ Lxxxx X. Xxxxxx ----------------------------------- Lxxxx X. Xxxxxx BXXXXXXX X. XXXXXXX /s/ Bxxxxxxx X. Xxxxxxx ----------------------------------- Bxxxxxxx X. Xxxxxxx EXHIBIT H BASELINE OIL & GAS CORP. EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement") is entered into effective as of ____________, 2006 (the "Effective Date"), by and between Baseline Oil & Gas Corp., a Nevada corporation (the "Corporation") with its principal place of business located at 1000 Xxxxxx Xxxx, State College, Pennsylvania 16803 and [Executive's Name] (the "Executive").

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 CPR DEL SOL LP, S.E. a Delaware limited partnership By: DDR DownREIT LLCBy CPR Del Sol GP Inc., S.E., its General Partner By: DDR Corp., its Sole Member general partner By: /s/ Xxxxxx Xxxxxxxxxx PrintMark Lipshutz ------------------------------- Name: Xxxxxx Xxxxxxxxxx Mark Lipshutz 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 CEO CPR ESCORIAL 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., S.E. a Delaware limited partnership By: Excel Trust, By CPR Escorial GP Inc., a Maryland corporationS.E., its General Partner general partner By: /s/ Xxxx X. Xxxxxx Xxxx X. Xxxxxx Mark Lipshutz ------------------------------- Name: Mark Lipshutz Title: Chief Investment OfficerCEO CPR CAYEY LP, S.E. a Delaware limited partnership By CPR Cayey GP Inc., S.E., its general partner By: /s/ Mark Lipshutz ------------------------------- Name: Mark Lipshutz Title: CEO CPR PALMA REAL LP, S.E. a Delaware limited partnership By CPR Palma Real GP Inc., S.E., its general partner By: /s/ Mark Lipshutz ------------------------------- Name: Mark Lipshutz Title: CEO XXXXXXXX XXD SALE AGREEMENT CPR PROPERTY CPR ISABELA LP, S.E. a Delaware limited partnership By CPR lsabela GP Inc., S.E., its general partner By: /s/ Mark Lipshutz ------------------------------- Name: Mark Lipshutz Title: CEO CPR SAN GERMAN LP, S.E. a Delaware limited partnership By CPR San German GP Inc., S.E., its general partner By: /s/ Mark Lipshutz ------------------------------- Name: Mark Lipshutz Title: CEO PURCHASER: DEVELOPERS DIVERSIFIED REALTY CORPORATION, an Ohio corporation By:_____________________________________ Name: Title: PURCHASE AND SALE AGREEMENT CPR PROPERTY CPR ISABELA LP, S.E.a Delaware Limited partnership By CPR Isabela GP Inc., S.E., its general partner By:_______________________________ Name: Title: CPR SAN GERMAN LP, S.E. a Delaware limited partnership By CPR San German GP Inc., S.E., its general partner By:_______________________________ Name: Title: PURCHASER: DEVELOPERS DIVERSIFIED REALTY CORPORATION, an Ohio corporation By: /s/ JOAN U. ALLGOOD ------------------------------------- Name: JOAN U. ALLGOOD Title: SENIOR XXXX XXXXXXXXX An original, fully executed copy of this Agreement, together with the Deposit, has been received by the Title Company this 2nd, day of November, 2004, and by execution hereof the Title Company hereby covenants and agrees to be bound by the terms of this Agreement. TITLE INSURANCE COMPANY

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 BUYERSole Member XXXXXXX-PINEHURST SQUARE EAST, LLC, a Delaware limited liability company By: EXCEL TRUST/s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Its: Sole Member TNP 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 OfficerCEO

SELLERS. DDR FORT UNION I & II Park Place RB, Ltd., a Texas limited partnership PPMB Arlington LLC, a Texas limited liability company By: Park Place Dealerships LLC, General Partner By: DKK Holding Co., Ltd, Managing Member By: /s/ Kxxxxxx X. Xxxxxxxxx By: KDGP LLC, its general partner Kxxxxxx X. Xxxxxxxxx, Chairman By: /s/ Kxxxxxx X. Xxxxxxxxx Kxxxxxx X. Xxxxxxxxx, Chairman Park Place Motorcars, Ltd., a Texas limited partnership Park Place Motorcars Fort Worth, Ltd., a Texas limited partnership By: Park Place Motorcars of Texas LLC, General Partner By: Park Place Dealerships LLC, General Partner By: /s/ Kxxxxxx X. Xxxxxxxxx By: /s/ Kxxxxxx X. Xxxxxxxxx Kxxxxxx X. Xxxxxxxxx, Chairman Kxxxxxx X. Xxxxxxxxx, Chairman Park Place LX of Texas, Ltd., a Texas limited partnership PPP LP, a Texas limited partnership By: Park Place LX LLC, General Partner By: Park Place Motorcars of Texas LLC, General Partner By: DKS LLC, Member By: /s/ Kxxxxxx X. Xxxxxxxxx Kxxxxxx X. Xxxxxxxxx, Chairman By: /s/ Kxxxxxx X. Xxxxxxxxx Kxxxxxx X. Xxxxxxxxx, President PPJ LLC, a Texas limited liability company JRA Dealership LP, a Texas limited partnership By: DKK Holding Co., Ltd., Managing Member By: Park Place Dealerships LLC, General Partner By: KDGP LLC, its general Partner By: /s/ Kxxxxxx X. Xxxxxxxxx By: /s/ Kxxxxxx X. Xxxxxxxxx Kxxxxxx X. Xxxxxxxxx, Chairman Kxxxxxx X. Xxxxxxxxx, Chairman PPDV, Ltd., a Texas limited partnership PPM Auction LP, a Texas limited partnership By: Park Place Dealerships LLC, General Partner By: Park Place Dealerships LLC, General Partner By: /s/ Kxxxxxx X. Xxxxxxxxx By: /s/ Kxxxxxx X. Xxxxxxxxx Kxxxxxx X. Xxxxxxxxx, Chairman Kxxxxxx X. Xxxxxxxxx, Chairman PPCT LP, a Texas limited partnership Park Place Motorcars of Texas LLC, a Texas limited liability company By: Park Place Dealerships LLC, General Partner By: /s/ Kxxxxxx X. Xxxxxxxxx Kxxxxxx X. Xxxxxxxxx, Chairman By: /s/ Kxxxxxx X. Xxxxxxxxx Kxxxxxx X. Xxxxxxxxx, Chairman Park Place Motorcars Mid Cities, Ltd., a Texas limited partnership /s/ Kxxxxxx X. Xxxxxxxxx By: Park Place Dealerships LLC, General Partner Kxxxxxx X. Xxxxxxxxx By: /s/ Kxxxxxx X. Xxxxxxxxx Kxxxxxx X. Xxxxxxxxx, Chairman Axxxxx Automotive Group L.L.C., a Delaware limited liability company By: /s/ Xxxxxx Xxxxxxxxxx PrintDxxxx Xxxx Name: Xxxxxx Xxxxxxxxxx Dxxxx Xxxx Title: Vice President DDR MIDVALLEY LLC& Chief Executive Officer /s/ Kxxxxxx X. Xxxxxxxxx Kxxxxxx X. Xxxxxxxxx Exhibits and Schedules* Exhibit A - Allocation of Purchase Price Exhibit B - VIT Agreements Exhibit C- Manufacturer Related Disclosures Exhibit D - Post-Closing Leases Exhibit D-1 - Parking Lot Leases Exhibit E - Excluded Employees Exhibit F - Manufacturer Dispute Resolution Procedures Exhibit G - CFO Certificate Form Schedule 1.1(a)(vi) Assumed Contracts Schedule 1.2 Sellers’ Retained Property Schedule 1.4(a)(vii) Allocation for Goodwill and Intangibles Schedule 2.5 No Basis for Disapproval Schedule 2.6 Framework Agreement Schedule 3.4 No Violation Schedule 3.5 Litigation Schedule 3.6 Financial Statements Schedule 3.8(a) Environmental Matters Schedule 3.8(b) Environmental Compliance Schedule 3.8(c) Environmental Licenses Schedule 3.8(d) Underground Storage Tanks Schedule 3.8(e) Environmental Reports Schedule 3.10 Good Title To Purchased Assets Schedule 3.11 Condition of Assets Schedule 3.14(a) Business Employees Schedule 3.15(a) Employee Benefit Plans Schedule 3.15(b) Complete Employee Benefit Plans Schedule 3.15(d) Multiple Employer Plans Schedule 3.17 Notices from Manufacturer Schedule 3.18 No Material Adverse Change Schedule 3.20 Affiliate Transactions Schedule 3.21 Intellectual Property Schedule 3.23(a) Material Contracts Schedule 3.23(b) Complete Contracts Schedule 3.23(c) Validity of Contracts Schedule 3.24 Taxes Schedule 3.25 Product Warranties; Incentive Programs Schedule 7.1 Conduct of Business by Seller Schedule 7.4 Other Dealerships Schedule 10.1(k) Purchaser Consents Schedule 15.15 Rules of Construction [*Certain exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K, and Axxxxx Automotive Group, Inc. hereby agrees to provide an unredacted copy of any omitted exhibit or schedule to the Securities and Exchange Commission upon request.] Following this page is a Delaware limited liability company By: /s/ Xxxxxx Xxxxxxxxxx Print: Xxxxxx Xxxxxxxxxx Title: Vice President DDR FAMILY CENTERS LPform of lease that will be used, a Delaware limited partnership By: DDR DownREIT LLCrespectively, its General Partner By: DDR Corp.for the property located at 900 Xxxx XX 000, its Sole Member By: /s/ Xxxxxx Xxxxxxxxxx Print: Xxxxxx Xxxxxxxxxx Title: Vice President DDR FORT UNION W LLCXxxxxxxxx, a Delaware limited liability company By: /s/ Xxxxxx Xxxxxxxxxx Print: Xxxxxx Xxxxxxxxxx Title: Vice President HERMES ASSOCIATESXxxxx (the “Grapevine Lease”) and the property located at 6000 Xxxxx Xxxxxxx, a Utah general partnership By: DDR Family Centers LPXxxxx, its General Partner By: DDR DownREIT LLCXxxxx (the “Plano Lease”) with the initial rent, 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 Officerin each case as indicated therein. [insert name of Park Place entity]

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 MAGAZINE XXXXXX’X CROSSING LP, a Delaware limited partnership By: DDR DownREIT Xxxxxx’x Crossing GP, LLC, a Delaware limited liability company, its General Partner By: DDR Corp., its Sole Member By: ___/s/ Xxxxxx Xxxxxxxxxx PrintWeiner_____________ Name: Xxxxxx Xxxxxxxxxx Xxxxxx 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 Authorized Party MAGAZINE CARLYLE STATION 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 TrustCarlyle Station GP, Inc.LLC, a Maryland corporationDelaware limited liability company, its General Partner By: ___/s/ Xxxxxx Weiner_____________ Name: Xxxxxx Xxxxxx Title: Authorized Party MAGAZINE XXXX LP, a Delaware limited partnership By: Xxxx GP, LLC, a Delaware limited liability company, its General Partner By: ___/s/ Xxxxxx Weiner_____________ Name: Xxxxxx Xxxxxx Title: Authorized Party MAGAZINE FOX RUN LP, a Delaware limited partnership By: Fox Run GP, LLC, a Delaware limited liability company, its General Partner By: ___/s/ Xxxxxx Weiner_____________ Name: Xxxxxx Xxxxxx Title: Authorized Party MAGAZINE LIONSGATE LP, a Delaware limited partnership By: Lionsgate Mag GP, LLC, a Delaware limited liability company, its General Partner By: ___/s/ Xxxxxx Weiner_____________ Name: Xxxxxx Xxxxxx Title: Authorized Party MAGAZINE VILLAGE AT XXXXXX FARMS LP, a Delaware limited partnership By: Village at XxXxxx Farms GP, LLC, a Delaware limited liability company, its General Partner By: ___/s/ Xxxxxx Weiner_____________ Name: Xxxxxx Xxxxxx Title: Authorized Party MAGAZINE XXXXXXX STATION LP, a Delaware limited partnership By: Xxxxxxx Station GP, LLC, a Delaware limited liability company, its General Partner By: ___/s/ Xxxxxx Weiner_____________ Name: Xxxxxx Xxxxxx Title: Authorized Party WITNESS: _____________________________ BUYER: By: /s/ Xxxx X. Xxxxxx McDermott______ Name: Xxxx X. Xxxxxx XxXxxxxxx Title: Chairman and Chief Investment OfficerExecutive Officer A-2 A-5 A-6 A-7 B-1 B-2 B-3 B-4 B-5 B-6 B-7

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 Financial Officer