0001193125-15-409304 Sample Contracts

DISTRIBUTION AGREEMENT
Distribution Agreement • December 21st, 2015 • Retail Properties of America, Inc. • Real estate investment trusts • New York

Retail Properties of America, Inc., a Maryland corporation (the “Company”) confirms its agreements with Jefferies LLC, as agent and/or principal under any Terms Agreement (as defined in Section 1(a) below) (“Jefferies”), with respect to the issuance and sale from time to time by the Company, in the manner and subject to the terms and conditions described below (this “Agreement”), of shares (the “Shares”) of Class A common stock, $0.001 par value (the “Common Stock”), of the Company having an aggregate offering price of up to $250,000,000 (the “Maximum Amount”) on the terms set forth in Section 1 of this Agreement. The Shares are described in the Prospectus referred to below.

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DISTRIBUTION AGREEMENT
Distribution Agreement • December 21st, 2015 • Retail Properties of America, Inc. • Real estate investment trusts • New York

Retail Properties of America, Inc., a Maryland corporation (the “Company”) confirms its agreements with Morgan Stanley & Co. LLC, as agent and/or principal under any Terms Agreement (as defined in Section 1(a) below) (“Morgan Stanley”), with respect to the issuance and sale from time to time by the Company, in the manner and subject to the terms and conditions described below (this “Agreement”), of shares (the “Shares”) of Class A common stock, $0.001 par value (the “Common Stock”), of the Company having an aggregate offering price of up to $250,000,000 (the “Maximum Amount”) on the terms set forth in Section 1 of this Agreement. The Shares are described in the Prospectus referred to below.

DISTRIBUTION AGREEMENT
Distribution Agreement • December 21st, 2015 • Retail Properties of America, Inc. • Real estate investment trusts • New York

Retail Properties of America, Inc., a Maryland corporation (the “Company”) confirms its agreements with Deutsche Bank Securities Inc., as agent and/or principal under any Terms Agreement (as defined in Section 1(a) below) (“Deutsche Bank Securities”), with respect to the issuance and sale from time to time by the Company, in the manner and subject to the terms and conditions described below (this “Agreement”), of shares (the “Shares”) of Class A common stock, $0.001 par value (the “Common Stock”), of the Company having an aggregate offering price of up to $250,000,000 (the “Maximum Amount”) on the terms set forth in Section 1 of this Agreement. The Shares are described in the Prospectus referred to below.

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