CONFIRMATIONConfirmation • January 18th, 2012 • DDR Corp • Real estate investment trusts • Ohio
This Confirmation evidences a complete binding agreement between you and us as to the terms of the Transaction to which this Confirmation relates. This Confirmation shall supplement, form a part of, and be subject to an agreement in the form of the 1992 ISDA Master Agreement (Multicurrency-Cross Border) (“ISDA Agreement”) as if we had executed an agreement in such form on the Trade Date of the first such Transaction between you and us, and such agreement shall be considered the “Agreement” hereunder. The parties hereby agree that no Transaction other than the Transaction to which this Confirmation relates shall be governed by the ISDA Agreement.
DDR CORP. (an Ohio corporation) 16,500,000 Common Shares UNDERWRITING AGREEMENTUnderwriting Agreement • January 18th, 2012 • DDR Corp • Real estate investment trusts • New York
DDR Corp., an Ohio corporation (the “Company”), and Goldman, Sachs & Co. (“Goldman”) and Citigroup Global Markets Inc., as agent for one of its affiliates (“Citigroup” and, together with Goldman, in such capacities, the “Forward Sellers”), at the Company’s request in connection with the letter agreement dated the date hereof between the Company and Goldman and the letter agreement dated the date hereof between the Company and Citibank, N.A., acting through Citigroup as agent (each such letter agreement, a “Forward Agreement” and, together, the “Forward Agreements”), each relating to the forward sale by the Company of a number of common shares, par value $0.10 per share, of the Company (“Common Shares”) equal to the number of Common Shares to be borrowed and sold by each of the Forward Sellers pursuant to this Agreement, confirm their respective agreements with Goldman, Citigroup, Wells Fargo Securities, LLC (“Wells Fargo”) and PNC Capital Markets LLC (“PNC” and, together with Goldman,
