Retail Value Inc. Sample Contracts

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

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

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Confidential Treatment Requested by Retail Value Inc. RVI-411. Pursuant to 17 C.F.R. Section 200.83. DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT
Director and Officer Indemnification Agreement • May 11th, 2018 • Retail Value Inc. • Real estate • Ohio

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

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

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

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DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT
Director and Officer Indemnification Agreement • July 2nd, 2018 • Retail Value Inc. • Real estate • Ohio

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

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LOAN AGREEMENT
Loan Agreement • May 8th, 2019 • Retail Value Inc. • Real estate • New York

THIS LOAN AGREEMENT, dated as of March [11], 2019 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), by and among COLUMN FINANCIAL, INC., having an address at 11 Madison Avenue, New York, New York 10010 (“CF”), JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, having an address at 383 Madison Avenue, New York, New York 10179 (“JPM”) and MORGAN STANLEY BANK, N.A., having an address at 1585 Broadway, New York, New York 10036 (“MS”; together with CF and JPM and their respective successors and/or assigns, each a “Co-Lender” and, collectively, collectively “Lender”), and EACH OF THE ENTITIES LISTED ON SCHEDULE 1.1(a) ATTACHED HERETO, each having its principal place of business at 3300 Enterprise Parkway, Beachwood, OH 44122 (individually or collectively, as the context may require, together with their respective permitted successors and/or assigns, “Continental Borrower”), EACH OF THE ENTITIES LISTED ON SCHEDULE 1.1(b) ATTACHED HERETO, each ha

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EXTERNAL MANAGEMENT AGREEMENT by and between RETAIL VALUE INC. and DDR ASSET MANAGEMENT LLC Dated July 1, 2018
External Management Agreement • July 2nd, 2018 • Retail Value Inc. • Real estate • Ohio

THIS EXTERNAL MANAGEMENT AGREEMENT, dated July 1, 2018 (this “Agreement”), is by and between RETAIL VALUE INC., an Ohio corporation (together with its subsidiaries, the “Company”) and DDR ASSET MANAGEMENT LLC, a Delaware limited liability company (“Service Provider”).

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

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

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

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

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CREDIT AGREEMENT dated as of July 2, 2018 among RETAIL VALUE INC., as Borrower, PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent and a Lender, and THE SEVERAL LENDERS FROM TIME TO TIME PARTIES HERETO, as Lenders
Credit Agreement • July 2nd, 2018 • Retail Value Inc. • Real estate • Ohio

This Credit Agreement, dated as of July 2, 2018, is among Retail Value Inc., a corporation organized under the laws of the State of Ohio (“RVI” or “Borrower”) and PNC Bank, National Association, a national banking association, and the several banks, financial institutions and other entities from time to time parties to this Agreement (collectively, the “Lenders”).

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

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

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SECOND AMENDMENT TO LOAN AGREEMENT AND OTHER LOAN DOCUMENTS
Loan Agreement • May 8th, 2019 • Retail Value Inc. • Real estate • New York
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FORM OF SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN DDR CORP. AND RETAIL VALUE INC. DATED [ ], 2018
Separation and Distribution Agreement • June 4th, 2018 • Retail Value Inc. • Real estate • Ohio

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

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TAX MATTERS AGREEMENT BETWEEN DDR CORP. AND RETAIL VALUE INC. DATED AS OF JULY 1, 2018
Tax Matters Agreement • July 2nd, 2018 • Retail Value Inc. • Real estate • New York

This TAX MATTERS AGREEMENT (this “Agreement”) is entered into as of July 1, 2018, by and between DDR Corp., an Ohio corporation (“DDR”), and Retail Value Inc., an Ohio corporation and a direct, wholly owned subsidiary of DDR immediately prior to the Distribution (“RVI” and together with DDR, the “Parties” and each a “Party”).

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Confidential Treatment Requested by Retail Value Inc. RVI-372. Pursuant to 17 C.F.R. Section 200.83. THIRD AMENDMENT TO LOAN AGREEMENT AND OTHER LOAN DOCUMENTS Dated as of March 14, 2018 Between EACH OF THE ENTITIES LISTED ON SCHEDULE I ATTACHED...
Loan Agreement • May 11th, 2018 • Retail Value Inc. • Real estate • New York

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

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WAIVER AGREEMENT
Waiver Agreement • July 2nd, 2018 • Retail Value Inc. • Real estate • New York

THIS WAIVER AGREEMENT (this “Agreement”) is made and entered into as of July 1, 2018 by and among Mr. Alexander Otto (the “Distributee”) and Retail Value Inc., (the “Company”).

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EXTERNAL MANAGEMENT AGREEMENT by and among RETAIL VALUE INC., DDR CROSSROADS CENTER LLC, DDR PROPERTY MANAGEMENT LLC, and DDR ASSET MANAGEMENT LLC Dated December 16, 2021
External Management Agreement • December 20th, 2021 • Retail Value Inc. • Real estate • Ohio

THIS EXTERNAL MANAGEMENT AGREEMENT, dated December 16, 2021 (this “Agreement”), is by and among RETAIL VALUE INC., an Ohio corporation (together with its subsidiaries, the “Company”), DDR CROSSROADS CENTER LLC, a Delaware limited liability company (“Owner”), DDR PROPERTY MANAGEMENT LLC, a Delaware limited liability company (“DDR Property Management”), and, solely for the purposes of terminating the Original External Management Agreement (defined below), DDR ASSET MANAGEMENT LLC, a Delaware limited liability company (“DDR Asset Management”).

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ASSIGNMENT AND ASSUMPTION OF GROUND LEASE
Assignment and Assumption of Ground Lease • November 3rd, 2021 • Retail Value Inc. • Real estate

THIS ASSIGNMENT AND ASSUMPTION OF GROUND LEASE (this “Agreement”) is made as of the 31 day of January, 2003 by and between and between GULFPORT RETAIL PARTNERS, L.P., a Texas limited partnership (“Transferor”), and DDR CROSSROADS CENTER LLC, an Ohio limited liability company, having its principal place of business and tax mailing address at 3300 Enterprise Parkway, Cleveland, Ohio 44122 (“Transferee”).

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Confidential Treatment Requested by Retail Value Inc. RVI-356. Pursuant to 17 C.F.R. Section 200.83. SECOND AMENDMENT TO LOAN AGREEMENT AND OTHER LOAN DOCUMENTS Dated as of March 6, 2018 Between EACH OF THE ENTITIES LISTED ON SCHEDULE I ATTACHED...
Loan Agreement • May 11th, 2018 • Retail Value Inc. • Real estate • New York

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

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Retail Value Inc. PNC Revolver / SITE Centers Guaranty Amended and Restated Guaranty Fee and Reimbursement Letter
Guaranty Fee and Reimbursement Letter • May 4th, 2021 • Retail Value Inc. • Real estate • New York

Reference is hereby made to that certain Credit Agreement, dated as of July 2, 2018 (as amended by that certain First Amendment to Credit Agreement, dated as of March 11, 2019, as further amended by that certain Second Amendment to Credit Agreement, dated as of the date hereof, and as may be further amended, restated, supplemented or otherwise modified from time to time, the “PNC Revolver”; defined terms used herein but not defined herein shall have the meanings given to such terms in the PNC Revolver), by and among Retail Value Inc., an Ohio corporation, as borrower (“RVI” or “you”), the lenders from time to time party thereto (the “Lenders”) and PNC Bank, National Association (“PNC Bank”), as administrative agent for the Lenders.

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DDR Corp.
Fee and Reimbursement Letter • July 2nd, 2018 • Retail Value Inc. • Real estate

Reference is hereby made to that certain Credit Agreement dated as of the date hereof with respect to a $30 million revolving facility (as amended, restated, supplemented or otherwise modified from time to time, the “PNC Revolver”; defined terms used herein but not defined herein shall have the meanings given to such terms in the PNC Revolver) to be provided by PNC Bank, National Association (“PNC Bank”), as administrative agent, to Retail Value Inc., an Ohio corporation, as borrower (“RVI” or “you”).

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PURCHASE AGREEMENT
Purchase Agreement • August 31st, 2021 • Retail Value Inc. • Real estate • Delaware

THIS PURCHASE AGREEMENT (this “Agreement”) is made by and among, RVT PR MEZZ BORROWER 1 LLC, a Delaware limited liability company (“RVT PR”), and RETAIL VALUE INC., an Ohio corporation (“RVI”, and together with RVT PR, collectively “Seller”), and KILDARE ACQUISITIONS US, LLC, a Delaware limited liability company, and/or its permitted assigns (“Buyer”). The “Effective Date” of this Agreement is June 30, 2021.

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FIRST AMENDMENT TO AMENDED AND RESTATED SIXTEENTH SECTION COMMERCIAL LEASE CONTRACT
Commercial Lease Contract • November 3rd, 2021 • Retail Value Inc. • Real estate • Mississippi

This First Amendment to Amended and Restated Sixteenth Section Commercial Lease Contract (this “First Amendment”) dated as of the 18 day of Nov, 2002 (the “Effective Date”), by and between the Harrison County Board of Education, whose address is Box 1090, Gulfport, MS 39502 (“Lessor”) and Gulfport Retail Partners, L.P., a Texas limited partnership, whose address is 6909 Vassar, Dallas, Texas 75205, Phone (214) 360-0015 (“Lessee”).

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SECOND AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • May 4th, 2021 • Retail Value Inc. • Real estate • Ohio

This SECOND AMENDMENT TO CREDIT AGREEMENT, dated as of February 26, 2021 (this “Amendment”), is made by and among RETAIL VALUE INC., an Ohio corporation (the “Borrower”), the Lenders (as defined below) party hereto and PNC Bank, National Association, in its capacity as administrative agent for the Lenders under that certain Credit Agreement referred to below (in such capacity, the “Administrative Agent”).

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AMENDED AND RESTATED SIXTEENTH SECTION COMMERCIAL LEASE CONTRACT
Commercial Lease Contract • November 3rd, 2021 • Retail Value Inc. • Real estate

THIS AMENDED AND RESTATED SIXTEENTH SECTION COMMERCIAL LEASE CONTRACT (this “Lease”), is made and entered into effective as of the 28th day of July, 1998 (the “Effective Date”), by and between the HARRISON COUNTY BOARD OF EDUCATION, whose address is Box 1090, Gulfport, MS 39502 (“LESSOR”), and GULFPORT RETAIL PARTNERS, L.P., a Texas limited partnership, whose address is 5605 N. MacArthur, Suite 210, Irving, Texas 75038, Phone (972) 714-0765 (“LESSEE”):

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AGREEMENT
Property Management Agreement • May 1st, 2020 • Retail Value Inc. • Real estate • Ohio

THIS AGREEMENT (this “Agreement”) is made as and entered into as of April 29, 2020, by and between Retail Value inc., an Ohio corporation (“RVI”) and JDN DEVELOPMENT COMPANY, a Delaware corporation (“JDN Development”).

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AMENDED AND RESTATED AGREEMENT
Property Management Agreement • November 5th, 2020 • Retail Value Inc. • Real estate • Ohio

THIS AMENDED AND RESTATED AGREEMENT (this “Agreement”) is made as and entered into as of October 30, 2020, by and between Retail Value inc., an Ohio corporation (“RVI”) and JDN DEVELOPMENT COMPANY, a Delaware corporation (“JDN Development”).

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FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • May 8th, 2019 • Retail Value Inc. • Real estate • Ohio

This FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of March 11, 2019 (this “Amendment”), is made by and among RETAIL VALUE INC., an Ohio corporation (the “Borrower”), the several banks, financial institutions and other entities party hereto (collectively, the “Lenders”) and PNC Bank, National Association, in its capacity as administrative agent for the Lenders under that certain Credit Agreement referred to below (in such capacity, the “Agent”).

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

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

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

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

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PURCHASE AGREEMENT (Crossroads Center, Gulfport, Mississippi)
Purchase Agreement • April 14th, 2022 • Retail Value Inc. • Real estate

THIS PURCHASE AGREEMENT (this “Agreement”) is made effective as of February 14, 2022 (the “Effective Date”) by and between DDR CROSSROADS CENTER LLC, a Delaware limited liability company and successor by merger to DDR Crossroads Center LLC, an Ohio limited liability company (“Seller”), and PMAT-STIRLING CROSSROADS, L.L.C., a Delaware limited liability company (“Buyer”).

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AMENDED AND RESTATED PURCHASE AGREEMENT
Purchase Agreement • October 6th, 2021 • Retail Value Inc. • Real estate • Ohio

THIS AMENDED AND RESTATED PURCHASE AGREEMENT (this “Agreement”) is made effective as of August 19th, 2021 (the “Effective Date”) by and among each of the entities listed in the column entitled “Sellers” on Schedule “A” attached hereto and made a part hereof (each, a “Seller” and collectively, the “Sellers”) and each of the entities listed in the column entitled “Buyer” on Schedule “A” attached hereto and made a part hereof (collectively, the “Buyer”).

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Confidential Treatment Requested by Retail Value Inc. RVI-342. Pursuant to 17 C.F.R. Section 200.83. FIRST AMENDMENT TO LOAN AGREEMENT AND OTHER LOAN DOCUMENTS Dated as of February 27, 2018 Between EACH OF THE ENTITIES LISTED ON SCHEDULE I ATTACHED...
Loan Agreement • May 11th, 2018 • Retail Value Inc. • Real estate • New York

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

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