JOINT FILING AGREEMENTJoint Filing Agreement • May 15th, 2009 • Developers Diversified Realty Corp • Real estate investment trusts
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D and any amendments to it with respect to the Common Shares, par value $0.10 per share, of Developers Diversified Realty Corporation and further agree that this Joint Filing Agreement be included as an Exhibit to those joint filings.
SHAREHOLDER VOTING AGREEMENTShareholder Voting Agreement • May 15th, 2009 • Developers Diversified Realty Corp • Real estate investment trusts • Ohio
THIS SHAREHOLDER VOTING AGREEMENT (this “Agreement”) is made and entered into as of May 11, 2009, by and among Mr. Alexander Otto (the “Purchaser”) and the undersigned shareholders of Developers Diversified Realty Corporation the “Company”) (in his or her individual capacity, each a “Shareholder” and collectively, the “Shareholders”).
JOINDER AGREEMENT made as of May 11, 2009Joinder Agreement • May 15th, 2009 • Developers Diversified Realty Corp • Real estate investment trusts • New York
THIS JOINDER AGREEMENT to (i) that certain Stock Purchase Agreement (the “Agreement”), dated as of February 23, 2009, by and between Developers Diversified Realty Corporation (the “Company”), and Mr. Alexander Otto (the “Investor”); (ii) that certain Investors’ Rights Agreement, dated as of May 11, 2009, by and between the Company and the Investor; (iii) that certain Waiver Agreement, dated as of May 11, 2009, by and between the Company and the Investor; (iv) that certain Tax Agreement, dated as of May 11, 2009, by and between the Company and the Investor; (v) that certain Shareholder Voting Agreement, dated as of May 11, 2009, by and between the Investor and the Shareholders (as defined therein); (vi) that certain Confidentiality Agreement, dated as of February 9, 2009, by and between the Company and the Investor; (vii) that certain Letter Agreement, dated as of February 23, 2009, by and between the Company and the Investor; and (viii) that certain Letter Agreement, dated as of March
TERM LOAN AGREEMENT Dated as of May 6, 2009 Between DDR NASSAU PAVILION ASSOCIATES LP, DDR HENDON NASSAU PARK II LP, DDR SOUTHEAST SNELLVILLE, L.L.C., collectively, as Borrower and METROPOLITAN RENTAL INVESTMENTS, INC., as LenderTerm Loan Agreement • May 15th, 2009 • Developers Diversified Realty Corp • Real estate investment trusts
THIS TERM LOAN AGREEMENT, dated as of May 6, 2009 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between METROPOLITAN RENTAL INVESTMENTS, INC., a Delaware corporation, having an address at c/o Paramount Group, Inc., 1633 Broadway, Suite 1801, New York, New York 10019 (together with its successors and/or assigns, “Lender”) and DDR NASSAU PAVILION ASSOCIATES LP, a Georgia limited partnership, DDR HENDON NASSAU PARK II LP, a Georgia limited partnership, and DDR SOUTHEAST SNELLVILLE, L.L.C., a Delaware limited liability company, each having an address at c/o Developers Diversified Realty Corporation, 3300 Enterprise Parkway, Beachwood, Ohio 44122 (collectively, together with their successors and/or assigns, “Borrower”).
