RETAIL PROPERTIES OF AMERICA, INC. Underwriting AgreementRetail Properties of America, Inc. • December 17th, 2012 • Real estate investment trusts • New York
Retail Properties of America, Inc., a Maryland corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom Citigroup Global Markets Inc. and Wells Fargo Securities, LLC are acting as representatives (the “Representatives”), an aggregate of 5,000,000 shares of 7.0% Series A Cumulative Redeemable Preferred Stock, $0.001 par value per share, of the Company (the “Series A Preferred Stock” and such shares, the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 750,000 shares of Series A Preferred Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares.” The terms of the Shares will be set forth in the charter of the Company, including articles supplementary to be filed by the Company with the State Department of Assessments and Taxation of Maryland (the “SDAT”) prior to the Closing Date (as defined below) (
