CFN: 20140043286 BOOK 28994 PAGE 4838 DATE:01/17/2014 11:03:53 AM HARVEY RUVIN, CLERK OF COURT, MIA-DADE CTY This instrument prepared by. Lee Korland, Esq Benesch, Friedlander, Coplan & Aronoff LLP 200 Public Square, Suite 2300 Cleveland, Ohio 44114-2378 MEMORANDUM OF RIGHT OF REPURCHASE AND RIGHT OF FIRST REFUSAL THIS MEMORANDUM OF RIGHT OF REPURCHASE AND RIGHT OF FIRST REFUSAL (this “Memorandum') is made and entered into as of the _3'? day of 3) 2014 by and between WAL-MART STORES EAST, LP, a Delaware limited parinetship (‘Owner’), whose address is 2001 S.E. 10" Street, Bentonville, Arkansas 72716-0550, and DDR MIAMI AVENUE, LLC, a Delaware limited liability company (‘Grantee"), whose address is 3300 Enterprise Parkway, Beachwood, Ohio 44122. WITNESSETH: WHEREAS, Owner is the owner of certain real property located in Miami-Dade County, Florida, being more particularly described on Exhibit A attached hereto and made a part hereof (such real property, together with any improvements hereafter constructed thereon, being defined collectively herein as the “Property’). Owner acquired the Property pursuant to that certain Purchase Agreement between Owner and Grantee dated July 27, 2011 (as amended, the “Purchase Agreement’) WHEREAS, Owner has agreed to grant to Grantee a right of repurchase and a right of first refusal with respect to the Property, pursuant to and as more specifically set forth in the Purchase Agreement; and NOW THEREFORE, in consideration of the premises, and for other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows: 1. The foregoing recitals are hereby incorporated herein by reference. 2. Notice is hereby given that Owner has granted to Grantee: (i) a right of repurchase to repurchase the Property and (ii) a right of first refusal with respect to the Property pursuant to and as more specifically set forth in the Purchase Agreement, which right of repurchase and right of first refusal are upon and subject to all of the terms, covenants and conditions contained in the Purchase Agreement 3. The parties acknowledge that Owner intends to convey an approximately 14,809 square foot strip of land along the easterly boundary of the Property (the “Liner Retail Property’) to Midtown Opportunities IXB, LLC, a Delaware limited liability company ("Midtown Opportunities”), pursuant to that certain Settlement Agreement dated as of July 16, 2013 by and among DDR, Wal-Mart, Midtown Opportunities, and certain entities related to Midtown Opportunities’ (the “Settlement Agreement’). The Settlement Agreement contemplates the development of the Property, the Liner Retail Property, and a certain parcel of land owned by Midtown Opportunities which is located adjacent to the Liner Property (the "South Liner Tract’) The legal descriptions of the Liner Retail Property and the South Liner Tract are attached hereto as Exhibit B. Upon the recording of the deed conveying the Liner Retail Property to Midtown Miami (Midtown), Florida Wal-Mart Store No. 4304-01 teCFN: 20140043286 BOOK 28994 PAGE 4839 Opportunities, the right of first refusal and the right of repurchase set forth in the Purchase Agreement shall be deemed forever terminated with respect to the Liner Retail Property only, and Grantee agrees to execute an appropriate release instrument in recordable form as reasonably requested by Owner, which instrument shall be recorded contemporaneously with the deed of conveyance to Midtown Opportunities. Notwithstanding the foregoing, Owner and Grantee hereby acknowledge and agree that: (i) Grantee's right of first refusal shall in all events continue to fully apply to the balance of the Property in accordance with Section 23(b) of the Purchase Agreement, and (ii) in the event Owner fails to convey the Liner Retail Property to Midtown Opportunities pursuant to the Settlement Agreement (due to the earlier termination or expiration of the Settlement Agreement or due to any other circumstances), then Grantee's right of first refusal shall continue to fully apply to the entirety of the Property and Section 23(b) shall be deemed unmodified. 4. This Memorandum is executed in simplified short form for the convenience of the parties and for the purpose of recording the same. The sole purpose of this Memorandum is to give notice of the right of repurchase and the right of first refusal with respect to the Property as granted to Grantee in and pursuant to the Purchase Agreement. This Memorandum shall not have the effect of in any way modifying, supplementing or abridging the Purchase Agreement or any of its provisions, as the same are now or may hereafter be in force and effect. This Memorandum may be executed in multiple counterparts, and all such executed counterparts ‘shall constitute the same agreement. 5. fall of Grantee's repurchase rights and right of first refusal under the Purchase ‘Agreement expire or are forever terminated, satisfied or waived in accordance with the express terms and provisions of the Purchase Agreement, Grantee agrees to promptly, and in all events within thirty (30) days following written request by Owner, cause this Memorandum to be terminated and notice of such termination, in appropriate form, to be filed in the Public Records of Miami-Dade County, Florida. In the event all of Grantee's repurchase rights and right of first Tefusal under the Purchase Agreement expire or are forever terminated, satisfied or waived in accordance with the express terms and provisions of the Purchase Agreement and Grantee fails to timely cause this Memorandum to be terminated and notice of such termination to be filed in accordance with the preceding sentence and within thirty (30) days following written request by ‘Owner, then Owner shall be permitted to unilaterally record in the Public Records of Miami- Dade County, Florida a certificate stating that all of Grantee’s repurchase rights and right of first refusal under the Purchase Agreement have expired or have been forever terminated, satisfied or waived in accordance with the express terms and provisions of the Purchase Agreement, which filing shall be conclusive evidence and binding upon Grantee and its successors and assigns that the repurchase rights and right of first refusal of Grantee under the Purchase Agreement and this Memorandum are forever terminated. [Remainder of page intentionally left blank; signature pages follow ] Miami (Midtown), Florida WalMart Store No. 4304-01CFN: 20140043286 BOOK 28994 PAGE 4840 IN WITNESS WHEREOF, the parties have executed this Memorandum of Right of Repurchase and Right of First Refusal as of the day and year first set forth above. Witnesses: GRANTEE: DDR MIAMI AVENUE, LLC, a Delaware limited liability company Print_Letya Fito By: DDR CORP., an Ohio corporation, STATE OF OHIO COUNTY OF CUYAHOGA The foregoing instrument was acknowledged before me this l Uhaee of DOC. 2013, by James J. Farrell, as Executive Vice President of DDR Corp., an Ohio corporation, the Sole Member of DDR MIAMI AVENUE, LLC, a Delaware limited liability company, on behalf of the company and the corporation. He/she (notary must check applicable box) 0 __is/are personally known to me. —_ produced a current Ohio driver's license as identification, D__ produced as identification {Notary Seal must be affixed} _ Notary Public, State of Ohio nAAaA Wn. y % ; ae of Notary Typed, Printed or Stamped Commission Number (if not legible on seal) My Commission Expires (if not legible on seal): {#/42/ 74 Miami (Midtown), Florida Wal-Mart Store No. 4304-01 3