Exhibit 4.1


 





 


Execution Version


 


 


 


 


Retail Opportunity Investments
Partnership, LP


 


 


 


 


 


$250,000,000 4.19% Senior Notes due December
15, 2027


 


 


 


 


______________


 


 


 


 


Note Purchase Agreement


 


______________


 


 


 


 


Dated
as of November 10, 2017


 


 


 


 


 



 


 


 






     


     

    

Table of Contents


 



	Section	 	 	 	Heading	 	Page
	 	 	 	 	 	 	 
	Section 1.	 	Authorization of Notes	 	1
	 	 	 	 	 
	Section 2.	 	Sale and Purchase of Notes	 	1
	 	 	Section 2.1.	 	Purchase and Sale of Notes	 	1
	 	 	Section 2.2.	 	Guaranty	 	1
	 	 	 	 	 	 	 
	Section 3.	 	Closing	 	2
	 	 	 	 	 
	Section 4.	 	Conditions to Closing	 	2
	 	 	Section 4.1.	 	Representations and Warranties	 	2
	 	 	Section 4.2.	 	Performance; No Default	 	2
	 	 	Section 4.3.	 	Compliance Certificates	 	3
	 	 	Section 4.4.	 	Opinions of Counsel	 	3
	 	 	Section 4.5.	 	Purchase Permitted By Applicable Law, Etc	 	3
	 	 	Section 4.6.	 	Sale of Other Notes	 	3
	 	 	Section 4.7.	 	Payment of Special Counsel Fees	 	4
	 	 	Section 4.8.	 	Private Placement Number	 	4
	 	 	Section 4.9.	 	Changes in Corporate Structure	 	4
	 	 	Section 4.10.	 	Guaranty	 	4
	 	 	Section 4.11.	 	Funding Instructions	 	4
	 	 	Section 4.12.	 	Delivery of Tax Forms.	 	4
	 	 	Section 4.13.	 	Proceedings and Documents	 	4
	 	 	 	 	 	 	 
	Section 5.	 	Representations and Warranties of the Company and the Parent Guarantor	 	4
	 	 	Section 5.1.	 	Organization; Power and Authority	 	4
	 	 	Section 5.2.	 	Authorization, Etc	 	5
	 	 	Section 5.3.	 	Disclosure	 	5
	 	 	Section 5.4.	 	Organization and Ownership of Shares of Subsidiaries	 	5
	 	 	Section 5.5.	 	Financial Statements; Material Liabilities	 	6
	 	 	Section 5.6.	 	Compliance with Laws, Other Instruments, Etc	 	6
	 	 	Section 5.7.	 	Governmental Authorizations, Etc	 	7
	 	 	Section 5.8.	 	Litigation; Observance of Agreements, Statutes and Orders	 	7
	 	 	Section 5.9.	 	Taxes	 	7
	 	 	Section 5.10.	 	Title to Property; Leases	 	7
	 	 	Section 5.11.	 	Licenses, Permits, Etc	 	8
	 	 	Section 5.12.	 	Compliance with Employee Benefit Plans	 	8
	 	 	Section 5.13.	 	Private Offering	 	9
	 	 	Section 5.14.	 	Use of Proceeds; Margin Regulations	 	9
	 	 	Section 5.15.	 	Existing Indebtedness; Future Liens	 	10



 









 



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	 	 	Section 5.16.	 	Foreign Assets Control Regulations, Etc	 	10
	 	 	Section 5.17.	 	Status under Certain Statutes	 	11
	 	 	Section 5.18.	 	Environmental Matters	 	11
	 	 	Section 5.19.	 	REIT Status	 	12
	 	 	 	 	 	 	 
	Section 6.	 	Representations of the Purchasers	 	12
	 	 	Section 6.1.	 	Purchase for Investment	 	12
	 	 	Section 6.2.	 	Source of Funds	 	12
	 	 	 	 	 	 	 
	Section 7.	 	Information as to the Parent Guarantor and the Company	 	14
	 	 	Section 7.1.	 	Financial and Business Information	 	14
	 	 	Section 7.2.	 	Officer’s Certificate	 	17
	 	 	Section 7.3.	 	Visitation	 	18
	 	 	Section 7.4. 	 	Electronic Delivery	 	18
	 	 	 	 	 	 	 
	Section 8.	 	Payment and Prepayment of the Notes	 	19
	 	 	Section 8.1.	 	Maturity	 	19
	 	 	Section 8.2.	 	Optional Prepayments with Make-Whole Amount	 	19
	 	 	Section 8.3.	 	Change in Control	 	20
	 	 	Section 8.4.	 	Allocation of Partial Prepayments	 	21
	 	 	Section 8.5.	 	Maturity; Surrender, Etc.	 	22
	 	 	Section 8.6.	 	Purchase of Notes	 	22
	 	 	Section 8.7.	 	Make-Whole Amount	 	22
	 	 	Section 8.8.	 	Payments Due on Non-Business Days	 	24
	 	 	 	 	 	 	 
	Section 9.	 	Affirmative Covenants.	 	24
	 	 	Section 9.1.	 	Compliance with Laws	 	24
	 	 	Section 9.2.	 	Insurance	 	24
	 	 	Section 9.3.	 	Maintenance of Properties	 	24
	 	 	Section 9.4.	 	Payment of Taxes and Claims	 	25
	 	 	Section 9.5.	 	Corporate Existence, Etc	 	25
	 	 	Section 9.6.	 	Books and Records	 	25
	 	 	Section 9.7.	 	Subsidiary Guarantors	 	25
	 	 	Section 9.8.	 	Most Favored Lender Status	 	27
	 	 	Section 9.9.	 	REIT Status	 	28
	 	 	Section 9.10.	 	Compliance with Material Contracts	 	29
	 	 	Section 9.11.	 	Designation as Senior Debt	 	29
	 	 	Section 9.12.	 	Public Company Status	 	29
	 	 	 	 	 	 	 
	Section 10.	 	Negative Covenants.	 	29
	 	 	Section 10.1.	 	Transactions with Affiliates	 	29
	 	 	Section 10.2.	 	Fundamental Changes	 	29
	 	 	Section 10.3.	 	Line of Business	 	30



 

 



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	 	 	Section 10.4.	 	Economic Sanctions, Etc	 	30
	 	 	Section 10.5.	 	Liens	 	30
	 	 	Section 10.5A	 	Other Matters Concerning UAP Properties	 	32
	 	 	Section 10.6.	 	Intentionally Omitted	 	32
	 	 	Section 10.7.	 	Indebtedness	 	32
	 	 	Section 10.8.	 	Dispositions	 	32
	 	 	Section 10.9.	 	Intentionally Omitted	 	33
	 	 	Section 10.10.	 	Financial Covenants	 	33
	 	 	Section 10.11.	 	Organization Documents; Fiscal Year; Legal Name, State of Formation and Form of Entity	 	34
	 	 	 	 	 	 	 
	Section 11.	 	Events of Default	 	34
	 	 	 	 	 
	Section 12.	 	Remedies on Default, Etc	 	37
	 	 	Section 12.1.	 	Acceleration	 	37
	 	 	Section 12.2.	 	Other Remedies	 	37
	 	 	Section 12.3.	 	Rescission	 	38
	 	 	Section 12.4.	 	No Waivers or Election of Remedies, Expenses, Etc	 	38
	 	 	 	 	 	 	 
	Section 13.	 	Registration; Exchange; Substitution of Notes	 	38
	 	 	Section 13.1.	 	Registration of Notes	 	38
	 	 	Section 13.2.	 	Transfer and Exchange of Notes	 	39
	 	 	Section 13.3.	 	Replacement of Notes	 	39
	 	 	 	 	 	 	 
	Section 14.	 	Payments on Notes	 	40
	 	 	Section 14.1.	 	Place of Payment	 	40
	 	 	Section 14.2.	 	Payment by Wire Transfer	 	40
	 	 	Section 14.3.	 	FATCA Information	 	40
	 	 	Section 14.4.	 	Tax Withholding	 	41
	 	 	 	 	 	 	 
	Section 15.	 	Expenses, Etc	 	41
	 	 	Section 15.1.	 	Transaction Expenses	 	41
	 	 	Section 15.2.	 	Certain Taxes	 	41
	 	 	Section 15.3.	 	Survival	 	42
	 	 	 	 	 	 	 
	Section 16.	 	Survival of Representations and Warranties; Entire Agreement	 	42
	 	 	 	 	 
	Section 17.	 	Amendment and Waiver	 	42
	 	 	Section 17.1.	 	Requirements	 	42
	 	 	Section 17.2.	 	Solicitation of Holders of Notes	 	43
	 	 	Section 17.3.	 	Binding Effect, Etc	 	43
	 	 	Section 17.4.	 	Notes Held by Company, Etc	 	43
	 	 	 	 	 	 	 




 



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	Section  18.	 	Notices	 	44
	 	 	 	 	 
	Section  19.	 	Reproduction of Documents	 	44
	 	 	 	 	 
	Section  20.	 	Confidential Information	 	45
	 	 	 	 	 
	Section  21.	 	Substitution of Purchaser	 	46
	 	 	 	 	 
	Section 22.	 	Miscellaneous	 	46
	 	 	Section 22.1.	 	Successors and Assigns	 	46
	 	 	Section 22.2.	 	Accounting Terms	 	46
	 	 	Section 22.3.	 	Severability	 	47
	 	 	Section 22.4.	 	Construction, Etc	 	47
	 	 	Section 22.5.	 	Counterparts	 	48
	 	 	Section 22.6.	 	Governing Law	 	48
	 	 	Section 22.7.	 	Jurisdiction and Process; Waiver of Jury Trial	 	48
	 	 	 	 	 	 	 
	Signature	 	 	 	50



 


 



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	Schedule A	—	Defined Terms
	 	 	 
	Schedule 1	—	Form of 4.19% Senior Note due December 15, 2027
	 	 	 
	Schedule 3	—	Wire Transfer Information
	 	 	 
	Schedule 4.4(a)	—	Form of Opinion of Special Counsel for the Company and the Guarantors
	 	 	 
	Schedule 4.4(b)	—	Form of Opinion of Special Counsel for the Purchasers
	 	 	 
	Schedule 5.3	—	Disclosure Materials
	 	 	 
	Schedule 5.4	—	Subsidiaries of the Parent Guarantor and Ownership of Subsidiary Stock
	 	 	 
	Schedule 5.5	—	Financial Statements
	 	 	 
	Schedule 5.15	—	Existing Indebtedness
	 	 	 
	Schedule 10.5	—	Existing Liens
	 	 	 
	Exhibit 2.2	—	Form of Guaranty
	 	 	 
	Purchaser Schedule 	—	Information Relating to Purchasers 







 


 




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Retail
Opportunity Investments Partnership, LP


8905
Towne Centre Drive, Suite 108


San
Diego, CA 92122


 


$250,000,000 4.19% Senior Notes due December
15, 2027


 


 


 


as of November 10, 2017


 


 


To
Each of the Purchasers Listed in


the
Purchaser Schedule Hereto:


 


Ladies and Gentlemen:


 


Retail
Opportunity Investments Partnership, LP, a Delaware limited partnership (the “Company”), and Retail
Opportunity Investments Corp., a Maryland corporation (the “Parent Guarantor”) agree with each of the
Purchasers as follows:


 


Now,
Therefore, the parties hereto agree as follows:


 


	Section 1.		Authorization
                                         of Notes.



 


The Company will authorize
the issue and sale of $250,000,000 aggregate principal amount of its 4.19% Senior Notes due December 15, 2027 (the “Notes”).
The Notes shall be substantially in the form set out in Schedule 1. Certain capitalized and other terms used in this Agreement
are defined in Schedule A and, for purposes of this Agreement, the rules of construction set forth in Section 22.4 shall
govern.


 


	Section 2.		Sale
                                         and Purchase of Notes.



 


Section 2.1.Purchase and
Sale of Notes. Subject to the terms and conditions of this Agreement, the Company will issue and sell to each Purchaser
and each Purchaser will purchase from the Company, at the Closing provided for in Section 3, Notes in the principal amount
specified opposite such Purchaser’s name in the Purchaser Schedule at the purchase price of 100% of the principal amount
thereof. The Purchasers’ obligations hereunder are several and not joint obligations and no Purchaser shall have any liability
to any Person for the performance or non-performance of any obligation by any other Purchaser hereunder.


 


Section 2.2.Guaranty.
The payment by the Company of all amounts due with respect to the Notes and the performance by the Company of its obligations under
this Agreement will be absolutely and unconditionally guaranteed by the Parent Guarantor and Subsidiary Guarantors pursuant to
the guaranty agreement substantially in the form of Exhibit 2.2 attached hereto and made a part hereof (as the same
may be amended, modified, extended or renewed, the “Guaranty”).


 



     


    	Note Purchase Agreement

 

    




	Section 3.		Closing.



 


The execution and delivery
of this Agreement shall occur on November 10, 2017. The sale and purchase of the Notes to be purchased by each Purchaser shall
occur at the offices of Chapman and Cutler LLP, 111 West Monroe Street, Chicago, IL 60603, at 10:00 a.m., Chicago time, at
a closing (the “Closing”) on December 15, 2017 or on such other Business Day thereafter on or prior to
December 19, 2017 as may be agreed upon by the Company and the Purchasers. At the Closing the Company will deliver to each
Purchaser the Notes to be purchased by such Purchaser in the form of a single Note (or such greater number of Notes in denominations
of at least $100,000 as such Purchaser may request) dated the date of the Closing and registered in such Purchaser’s name
(or in the name of its nominee), against delivery by such Purchaser to the Company or its order of immediately available funds
in the amount of the purchase price therefor by wire transfer of immediately available funds for the account of the Company as
set forth on Schedule 3. If at the Closing the Company shall fail to tender such Notes to any Purchaser as provided above in this
Section 3, or any of the conditions specified in Section 4 shall not have been fulfilled to such Purchaser’s satisfaction,
such Purchaser shall, at its election, be relieved of all further obligations under this Agreement, without thereby waiving any
rights such Purchaser may have by reason of such failure by the Company to tender such Notes or any of the conditions specified
in Section 4 not having been fulfilled to such Purchaser’s satisfaction.


 


	Section 4.		Conditions
                                         to Closing.



 


Each Purchaser’s
obligation to purchase and pay for the Notes to be sold to such Purchaser at the Closing is subject to the fulfillment to such
Purchaser’s satisfaction, prior to or at the Closing, of the following conditions:


 


Section 4.1.Representations
and Warranties. The representations and warranties of the Company and each Guarantor in this Agreement and the Guaranty shall
be correct when made and at the Closing.


 


Section 4.2.Performance;
No Default.  The Company and each Guarantor shall have performed and complied with all agreements and conditions contained
in this Agreement and the Guaranty required to be performed or complied with by it prior to or at the Closing and from the date
of this Agreement to the Closing assuming that Sections 9 and 10 are applicable from the date of this Agreement. From the date
of this Agreement until the Closing, before and after giving effect to the issue and sale of the Notes (and the application of
the proceeds thereof as contemplated by Section 5.14), no Change in Control, Default or Event of Default shall have occurred
and be continuing. None of the Parent Guarantor, the Company nor any of their Subsidiaries shall have entered into any transaction
since the date of the Memorandum that would have been prohibited by Section 10 had such Section applied since such
date.


 



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Section 4.3.Compliance
Certificates.


 


(a)Officer’s Certificate.
The Company and each Guarantor shall have delivered to such Purchaser an Officer’s Certificate, dated the date of the Closing,
certifying that the conditions specified in Sections 4.1, 4.2 and 4.9 have been fulfilled.


 


(b)Secretary’s Certificate.
The Company shall have delivered to such Purchaser a certificate of its general partner, dated the date of the Closing, certifying
as to (i) the resolutions attached thereto and other legal proceedings relating to the authorization, execution and delivery
of the Notes and this Agreement and (ii) the Company’s organizational documents as then in effect.


 


(c)Guarantor Secretary’s
Certificate.  Each Guarantor shall have delivered to such Purchaser a certificate of an authorized officer, dated the date
of the Closing, certifying as to (i) the resolutions attached thereto and other legal proceedings relating to the authorization,
execution and delivery of this Agreement (in the case of the Parent Guarantor) and the Guaranty and (ii) such Guarantor’s
organizational documents as then in effect.


 


(d)Certificates. The certificates
provided under this Section 4.3 may be combined and delivered as one or more certificates.


 


Section 4.4.Opinions
of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date
of the Closing (a) from Clifford Chance, counsel for the Company and the Guarantors, covering the matters set forth in Schedule 4.4(a)
and covering such other matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably
request (and the Company and the Parent Guarantor hereby instruct its counsel to deliver such opinion to the Purchasers) and (b) from
Chapman and Cutler LLP, the Purchasers’ special counsel in connection with such transactions, substantially in the form set
forth in Schedule 4.4(b) and covering such other matters incident to such transactions as such Purchaser may reasonably request.


 


Section 4.5.Purchase
Permitted By Applicable Law, Etc. On the date of the Closing such Purchaser’s purchase of Notes shall (a) be permitted
by the laws and regulations of each jurisdiction to which such Purchaser is subject, without recourse to provisions (such as section 1405(a)(8)
of the New York Insurance Law) permitting limited investments by insurance companies without restriction as to the character of
the particular investment, (b) not violate any applicable law or regulation (including Regulation T, U or X of the Board
of Governors of the Federal Reserve System) and (c) not subject such Purchaser to any tax, penalty or liability under or
pursuant to any applicable law or regulation, which law or regulation was not in effect on the date hereof. If requested by such
Purchaser, such Purchaser shall have received an Officer’s Certificate certifying as to such matters of fact as such Purchaser
may reasonably specify to enable such Purchaser to determine whether such purchase is so permitted.


 


Section 4.6.Sale of Other
Notes. Contemporaneously with the Closing the Company shall sell to each other Purchaser and each other Purchaser shall purchase
the Notes to be purchased by it at the Closing as specified in the Purchaser Schedule.


 



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    	Note Purchase Agreement

 

    




Section 4.7.Payment of
Special Counsel Fees. Without limiting Section 15.1, the Company shall have paid on or before the Closing the reasonable
and documented fees, charges and disbursements of the Purchasers’ special counsel referred to in Section 4.4 to the
extent reflected in a statement of such counsel rendered to the Company at least one Business Day prior to the Closing.


 


Section 4.8.Private Placement
Number. A Private Placement Number issued by Standard & Poor’s CUSIP Service Bureau (in cooperation with the SVO)
shall have been obtained for the Notes.


 


Section 4.9.Changes in
Corporate Structure. The Obligors shall not have changed their respective jurisdiction of incorporation or organization, as
applicable, or been a party to any merger or consolidation or succeeded to all or any substantial part of the liabilities of any
other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5.


 


Section 4.10.Guaranty.
The Guaranty shall have been executed and delivered by the Guarantors and shall be in full force and effect.


 


Section 4.11.Funding Instructions.
At least three Business Days prior to the date of the Closing, each Purchaser shall have received written instructions signed by
a Responsible Officer on letterhead of the Company or the Parent Guarantor confirming the information specified in Schedule 3
including (i) the name and address of the transferee bank, (ii) such transferee bank’s ABA number and (iii) the
account name and number into which the purchase price for the Notes is to be deposited.


 


Section 4.12.Delivery
of Tax Forms. The Company shall have received the completed Internal Revenue Service Form W-9 or W-8BEN from each Purchaser
prior to Closing.


 


Section 4.13.Proceedings
and Documents. All corporate and other proceedings in connection with the transactions contemplated by this Agreement and all
documents and instruments incident to such transactions shall be satisfactory to such Purchaser and its special counsel, and such
Purchaser and its special counsel shall have received all such counterpart originals or certified or other copies of such documents
as such Purchaser or such special counsel may reasonably request.


 


	Section 5.		Representations
                                         and Warranties of the Company and the Parent Guarantor.



 


The Company and the
Parent Guarantor, jointly and severally, represent and warrant to each Purchaser that:


 


Section 5.1.Organization;
Power and Authority. Each Obligor is an entity duly organized, validly existing and in good standing under the laws of its
jurisdiction of organization, except as noted in Schedule 5.4, and is duly qualified as a foreign entity and is in good
standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure
to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse
Effect. Each Obligor has the legal power and authority to own or hold under lease the properties it purports to own or hold under
lease, to transact the business it transacts and proposes to transact, to execute and deliver this Agreement or the Guaranty, and
the Notes, as applicable, and to perform the provisions hereof and thereof. The Parent Guarantor has taken such action as is necessary
to elect to be (and qualify as) a real estate investment trust under Section 856 through 860 (or other applicable provisions) of
the Code commencing with its taxable year ended December 31, 2010.


 



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    	Note Purchase Agreement

 

    




Section 5.2.Authorization,
Etc. This Agreement, the Guaranty and the Notes have been duly authorized by all necessary legal action on the part of the
Obligors party thereto, and this Agreement and the Guaranty constitute, and upon execution and delivery thereof each Note will
constitute, a legal, valid and binding obligation of each Obligor party thereto enforceable against the Obligor party thereto in
accordance with its terms, except as such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (b) general principles
of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).


 


Section 5.3.Disclosure.
The Obligors, through their agents, Merrill Lynch, Pierce, Fenner & Smith Incorporated and U.S. Bancorp Investments, Inc.,
have delivered to each Purchaser a copy of a Private Placement Memorandum, dated October 2017 (the “Memorandum”)
relating to the transactions contemplated hereby. The Memorandum fairly describes, in all material respects, the general nature
of the business and principal properties of the Parent Guarantor and its Subsidiaries. This Agreement, the Memorandum, the financial
statements listed in Schedule 5.5 and the documents, certificates or other writings delivered to the Purchasers by or on behalf
of the Company and the Parent Guarantor prior to October 18, 2017 in connection with the transactions contemplated hereby
and identified in Schedule 5.3 (this Agreement, the Memorandum and such documents, certificates or other writings and such
financial statements delivered to each Purchaser being referred to, collectively, as the “Disclosure Documents”),
taken as a whole, do not contain any untrue statement of a material fact or omit to state any material fact necessary to make the
statements therein not misleading in light of the circumstances under which they were made. Except as disclosed in the Disclosure
Documents, since December 31, 2016, there has been no change in the financial condition, operations, business, properties
or prospects of the Obligors or their respective Subsidiaries except changes that could not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect. There is no fact known to the Company or the Parent Guarantor that could
reasonably be expected to have a Material Adverse Effect that has not been set forth herein or in the Disclosure Documents.


 


Section 5.4.Organization
and Ownership of Shares of Subsidiaries. (a) Schedule 5.4 contains (except as noted therein) complete and correct
lists of (i) the Subsidiaries of the Parent Guarantor and the Company, showing, as to each Subsidiary, the name thereof, the
jurisdiction of its organization, the percentage of shares of each class of its capital stock or similar equity interests outstanding
owned by the Parent Guarantor, the Company and each of their respective Subsidiaries and whether such Subsidiary is a Subsidiary
Guarantor and (ii) the Parent Guarantor’s directors and senior officers.


 



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    	Note Purchase Agreement

 

    




(b)All of the outstanding shares
of capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Parent Guarantor
or the Company and their respective Subsidiaries have been validly issued, are fully paid and non-assessable and are owned by the
Parent Guarantor or another Subsidiary free and clear of any Lien that is prohibited by this Agreement.


 


(c)Each Subsidiary is a corporation
or other legal entity duly organized, validly existing and, where applicable, in good standing under the laws of its jurisdiction
of organization, and is duly qualified as a foreign corporation or other legal entity and, where applicable, is in good standing
in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to
be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse
Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports
to own or hold under lease and to transact the business it transacts and proposes to transact.


 


(d)No Subsidiary is subject to
any legal, regulatory, contractual or other restriction (other than the agreements listed on Schedule 5.4 and customary limitations
imposed by corporate law or similar statutes) restricting the ability of such Subsidiary to pay dividends out of profits or make
any other similar distributions of profits to the Company or any of its Subsidiaries that owns outstanding shares of capital stock
or similar equity interests of such Subsidiary.


 


Section 5.5.Financial Statements;
Material Liabilities. The Company has delivered to each Purchaser copies of the financial statements of the Parent Guarantor
and its Subsidiaries listed on Schedule 5.5. All of such financial statements (including in each case the related schedules
and notes) fairly present in all material respects the consolidated financial position of the Parent Guarantor and its Subsidiaries
(including, without limitation, the Company) as of the respective dates specified in such Schedule and the consolidated results
of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently
applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial
statements, to normal year-end adjustments). The Parent Guarantor, the Company and their respective Subsidiaries do not have any
Material liabilities that are not disclosed in the Disclosure Documents.


 


Section 5.6.Compliance
with Laws, Other Instruments, Etc. The execution, delivery and performance by the Obligors of this Agreement, the Guaranty
and the Notes, to the extent that they are a party thereto, will not (a) contravene, result in any breach of, or constitute
a default under, or result in the creation of any Lien in respect of any property of any Obligor or any of its Subsidiaries under,
any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, corporate charter, regulations or by-laws, partnership
agreement, limited liability company agreement, shareholders agreement or any other agreement or instrument to which any Obligor
or any of its Subsidiaries is bound or by which any Obligor or any of its Subsidiaries or any of their respective properties may
be bound or affected, (b) conflict with or result in a breach of any of the terms, conditions or provisions of any order,
judgment, decree, or ruling of any court, arbitrator or Governmental Authority applicable to any Obligor or any of its Subsidiaries
or (c) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to any Obligor
or any of its Subsidiaries.


 



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    	Note Purchase Agreement

 

    




Section 5.7.Governmental
Authorizations, Etc. No consent, approval or authorization of, or registration, filing or declaration with, any Governmental
Authority is required in connection with the execution, delivery or performance by the Obligors of this Agreement, the Guaranty
or the Notes, as applicable.


 


Section 5.8.Litigation;
Observance of Agreements, Statutes and Orders. (a) There are no actions, suits, investigations or proceedings pending
or, to the best knowledge of the Parent Guarantor or the Company, threatened against or affecting any Obligor or any of their Subsidiaries
or any property of the Obligors or any of their Subsidiaries in any court or before any arbitrator of any kind or before or by
any Governmental Authority that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.


 


(b)Neither the Parent Guarantor
nor any of its Subsidiaries is (i) in default under any agreement or instrument to which it is a party or by which it is bound,
(ii) in violation of any order, judgment, decree or ruling of any court, any arbitrator of any kind or any Governmental Authority
or (iii) in violation of any applicable law, ordinance, rule or regulation of any Governmental Authority (including Environmental
Laws, the USA PATRIOT Act or any of the other laws and regulations that are referred to in Section 5.16), which default or
violation could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.


 


Section 5.9.Taxes.
Each Obligor and their respective Subsidiaries have filed all tax returns that are required to have been filed in any jurisdiction,
and have paid all taxes shown to be due and payable on such returns and all other taxes and assessments levied upon them or their
properties, assets, income or franchises, to the extent such taxes and assessments have become due and payable and before they
have become delinquent, except for any taxes and assessments (i) the amount of which, individually or in the aggregate, is
not Material or (ii) the amount, applicability or validity of which is currently being contested in good faith by appropriate
proceedings and with respect to which the Company or a Subsidiary, as the case may be, has established adequate reserves in accordance
with GAAP. Neither the Parent Guarantor nor the Company knows of any basis for any other tax or assessment that could, individually
or in the aggregate, reasonably be expected to have a Material Adverse Effect. The charges, accruals and reserves on the books
of the Parent Guarantor, the Company and their respective Subsidiaries in respect of U.S. federal, state or other taxes for all
fiscal periods are adequate. The U.S. federal income tax liabilities of the Obligors and their respective Subsidiaries have been
finally determined (whether by reason of completed audits or the statute of limitations having run) for all fiscal years up to
and including the fiscal year ended December 31, 2013.


 


Section 5.10.Title to Property;
Leases. The Obligors and their respective Subsidiaries have good and sufficient title to their respective properties that individually
or in the aggregate are Material, including all such properties reflected in the most recent audited balance sheet referred to
in Section 5.5 or purported to have been acquired by the Obligors or any of their respective Subsidiaries after such date
(except as sold or otherwise disposed of in the ordinary course of business), in each case free and clear of Liens prohibited by
this Agreement. All leases that individually or in the aggregate are Material are valid and subsisting and are in full force and
effect in all material respects.



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Section 5.11.Licenses,
Permits, Etc. (a) The Obligors and their respective Subsidiaries own or possess all licenses, permits, franchises, authorizations,
patents, copyrights, proprietary software, service marks, trademarks and trade names, or rights thereto, that individually or in
the aggregate are Material, without known conflict with the rights of others.


 


(b)To the best knowledge of the
Parent Guarantor and the Company, no product or service of the Obligors or any of their respective Subsidiaries infringes in any
material respect any license, permit, franchise, authorization, patent, copyright, proprietary software, service mark, trademark,
trade name or other right owned by any other Person.


 


(c)To the best knowledge of the
Parent Guarantor and the Company, there is no Material violation by any Person of any right of the Obligors or any of their respective
Subsidiaries with respect to any license, permit, franchise, authorization, patent, copyright, proprietary software, service mark,
trademark, trade name or other right owned or used by the Obligors or any of their respective Subsidiaries.


 


Section 5.12.Compliance
with Employee Benefit Plans. (a) Each Obligor and each ERISA Affiliate have operated and administered each Plan in compliance
with all applicable laws except for such instances of noncompliance as have not resulted in and could not, individually or in the
aggregate, reasonably be expected to result in a Material Adverse Effect. No Obligor nor any ERISA Affiliate has incurred any liability
pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to any Plan, and no event,
transaction or condition has occurred or exists that could, individually or in the aggregate, reasonably be expected to result
in the incurrence of any such liability by the Obligors or any ERISA Affiliate, or in the imposition of any Lien on any of the
rights, properties or assets of the Company or any ERISA Affiliate, in either case pursuant to Title I or IV of ERISA or to
section 430(k) of the Code or to any such penalty or excise tax provisions under the Code or federal law or section 4068
of ERISA or by the granting of a security interest in connection with the amendment of a Plan, other than such liabilities or Liens
as could not individually or in the aggregate be reasonably expected to have a Material Adverse Effect.


 


(b)The present value of the aggregate
benefit liabilities under each of the Plans (other than Multiemployer Plans), determined as of the end of such Plan’s most
recently ended plan year on the basis of the actuarial assumptions specified for funding purposes in such Plan’s most recent
actuarial valuation report, did not exceed the aggregate current value of the assets of such Plan allocable to such benefit liabilities
by an amount that could reasonably be expected to give rise to a Material Adverse Effect. The term “benefit liabilities”
has the meaning specified in section 4001 of ERISA and the terms “current value” and “present
value” have the meaning specified in section 3 of ERISA and shall be determined in accordance with the assumptions
used for funding the Plan pursuant to section 412 of the Code for the applicable Plan year.


 


(c)Each Obligor and their ERISA
Affiliates have not incurred withdrawal liabilities (and are not subject to contingent withdrawal liabilities) under section 4201
or 4204 of ERISA in respect of Multiemployer Plans that individually or in the aggregate that could reasonably be expected to give
rise to a Material Adverse Effect.






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(d)The expected postretirement
benefit obligation (determined as of the last day of the Parent Guarantor’s most recently ended fiscal year in accordance
with Financial Accounting Standards Board Accounting Standards Codification Topic 715-60, without regard to liabilities attributable
to continuation coverage mandated by section 4980B of the Code) of the Parent Guarantor, the Company and their Subsidiaries
could not reasonably be expected to give rise to a Material Adverse Effect.


 


(e)The execution and delivery of
this Agreement, the Guaranty and the issuance and sale of the Notes hereunder will not involve any transaction that is subject
to the prohibitions of section 406 of ERISA or in connection with which a tax could be imposed pursuant to section 4975(c)(1)(A)-(D)
of the Code. The representation by the Parent Guarantor and the Company to each Purchaser in the first sentence of this Section 5.12(e)
is made in reliance upon and subject to the accuracy of such Purchaser’s representation in Section 6.2 as to the sources
of the funds to be used to pay the purchase price of the Notes to be purchased by such Purchaser.


 


(f)The Parent Guarantor and its
Subsidiaries do not have any Non-U.S. Plans.


 


Section 5.13.Private Offering.
Neither the Parent Guarantor, the Company nor anyone acting on its or their behalf has offered the Notes, the Guaranty or any similar
Securities for sale to, or solicited any offer to buy the Notes or any similar Securities from, or otherwise approached or negotiated
in respect thereof with, any Person other than the Purchasers and not more than 25 other Institutional Investors, each of which
has been offered the Notes and the Guaranty at a private sale for investment. Neither the Parent Guarantor, the Company nor anyone
acting on its behalf has taken, or will take, any action that would subject the issuance or sale of the Notes to the registration
requirements of section 5 of the Securities Act or to the registration requirements of any Securities or blue sky laws of
any applicable jurisdiction.


 


Section 5.14.Use of Proceeds;
Margin Regulations. The Company will apply the proceeds of the sale of the Notes hereunder to refinance existing debt (including
the refinancing of revolving debt without reduction of commitment therefore) and/or for general corporate purposes. No part of
the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for the purpose of buying or carrying any
margin stock within the meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221), or for
the purpose of buying or carrying or trading in any Securities under such circumstances as to involve the Company in a violation
of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12
CFR 220). Margin stock does not constitute more than 5% of the value of the consolidated assets of the Company and its Subsidiaries
and the Company does not have any present intention that margin stock will constitute more than 5% of the value of such assets.
As used in this Section, the terms “margin stock” and “purpose of buying or carrying” shall
have the meanings assigned to them in said Regulation U.






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Section 5.15.Existing Indebtedness;
Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding
Indebtedness of the Parent Guarantor, the Company and their respective Subsidiaries as of October 31, 2017 (including descriptions
of the principal amounts outstanding, any collateral therefor and any Guarantee thereof), since which date there has been no Material
change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Parent Guarantor,
the Company or their respective Subsidiaries. Neither the Parent Guarantor, the Company nor any of their respective Subsidiaries
is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness
of the Parent Guarantor, the Company or any of their respective Subsidiaries and no event or condition exists with respect to any
Indebtedness of the Parent Guarantor, the Company or any of their respective Subsidiaries that would permit (or that with notice
or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its
stated maturity or before its regularly scheduled dates of payment.


 


(b)Except as disclosed in Schedule 5.15
or with respect to any Permitted Liens, neither the Parent Guarantor, the Company nor any of their respective Subsidiaries has
agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that
secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property,
whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness.


 


(c)Neither the Parent Guarantor,
the Company nor any of their respective Subsidiaries is a party to, or otherwise subject to any provision contained in, any instrument
evidencing Indebtedness of the Parent Guarantor, the Company or such Subsidiary, any agreement relating thereto or any other agreement
(including its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the
incurring of, Indebtedness of the Parent Guarantor, the Company or any of their respective Subsidiaries, except as disclosed in
Schedule 5.15.


 


Section 5.16.Foreign Assets
Control Regulations, Etc. (a) None of the Parent Guarantor, the Company or any Controlled Entity (i) is a Blocked
Person, (ii) has been notified that its name appears or may in the future appear on a State Sanctions List or (iii) is
a target of sanctions that have been imposed by the United Nations or the European Union.


 


(b)None of the Parent Guarantor,
the Company or any Controlled Entity (i) has violated, been found in violation of, or been charged or convicted under, any
applicable U.S. Economic Sanctions Laws, Anti-Money Laundering Laws or Anti-Corruption Laws or (ii) to the Parent Guarantor
or the Company’s knowledge, is under investigation by any Governmental Authority for possible violation of any U.S. Economic
Sanctions Laws, Anti-Money Laundering Laws or Anti-Corruption Laws.


 


(c)No part of the proceeds from
the sale of the Notes hereunder:


 


(i)       constitutes
or will constitute funds obtained on behalf of any Blocked Person or will otherwise be used by the Parent Guarantor, the Company
or any Controlled Entity, directly or indirectly, (A) in connection with any investment in, or any transactions or dealings
with, any Blocked Person, (B) for any purpose that would cause any Purchaser to be in violation of any U.S. Economic Sanctions
Laws or (C) otherwise in violation of any U.S. Economic Sanctions Laws;






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(ii)       will
be used, directly or indirectly, in violation of, or cause any Purchaser to be in violation of, any applicable Anti-Money Laundering
Laws; or


 


(iii)       will
be used, directly or indirectly, for the purpose of making any improper payments, including bribes, to any Governmental Official
or commercial counterparty in order to obtain, retain or direct business or obtain any improper advantage, in each case which would
be in violation of, or cause any Purchaser to be in violation of, any applicable Anti-Corruption Laws.


 


(d)The Parent Guarantor and the
Company have established procedures and controls which it reasonably believes are adequate (and otherwise comply with applicable
law) to ensure that each Obligor and each Controlled Entity is and will continue to be in compliance with all applicable U.S. Economic
Sanctions Laws, Anti-Money Laundering Laws and Anti-Corruption Laws.


 


Section 5.17.Status under
Certain Statutes. No Obligor nor any of their respective Subsidiaries is subject to regulation under the Investment Company
Act of 1940, the Public Utility Holding Company Act of 2005, the ICC Termination Act of 1995, or the Federal Power Act.


 


Section 5.18.Environmental
Matters. (a) Neither any Obligor nor any of their respective Subsidiaries has knowledge of any claim or has received any
notice of any claim, and no proceeding has been instituted asserting any claim against the Obligors or any of their respective
Subsidiaries or any of their respective real properties now or formerly owned, leased or operated by any of them or other assets,
alleging any damage to the environment or violation of any Environmental Laws, except, in each case, such as could not reasonably
be expected to result in a Material Adverse Effect.


 


(b)Neither any Obligor nor any
of their respective Subsidiaries has knowledge of any facts which would give rise to any claim, public or private, of violation
of Environmental Laws or damage to the environment emanating from, occurring on or in any way related to real properties now or
formerly owned, leased or operated by any of them or to other assets or their use, except, in each case, such as could not, individually
or in the aggregate, reasonably be expected to result in a Material Adverse Effect.


 


(c)Neither any Obligor nor any
of their respective Subsidiaries has stored any Hazardous Materials on real properties now or formerly owned, leased or operated
by any of them in a manner which is contrary to any Environmental Law that could, individually or in the aggregate, reasonably
be expected to result in a Material Adverse Effect.


 



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(d)Neither any Obligor nor any
Subsidiary has disposed of any Hazardous Materials in a manner which is contrary to any Environmental Law that could, individually
or in the aggregate, reasonably be expected to result in a Material Adverse Effect.


 


(e)All buildings on all real properties
now owned, leased or operated by the Obligors or any of their respective Subsidiaries are in compliance with applicable Environmental
Laws, except where failure to comply could not, individually or in the aggregate, reasonably be expected to result in a Material
Adverse Effect.


 


Section 5.19.REIT Status.
The Parent Guarantor has taken all action necessary to qualify as a real estate investment trust under the Code for the taxable
years of the Parent Guarantor ended December 31, 2014, 2015 and 2016 and has not taken any action which would prevent it from maintaining
such qualification at all times during the term of this Agreement. Each Subsidiary of the Parent Guarantor that is treated as a
corporation for U.S. federal income tax purposes is either (i) a “qualified REIT subsidiary” within the meaning
of section 856(i)(2) of the Code or (ii) a “taxable REIT subsidiary” within the meaning of section 856(l)
of the Code.


 


Section 6.Representations
of the Purchasers.


 


Section 6.1.Purchase for
Investment. Each Purchaser severally represents that it is purchasing the Notes for its own account or for one or more separate
accounts maintained by such Purchaser or for the account of one or more pension or trust funds and not with a view to the distribution
thereof, provided that the disposition of such Purchaser’s or their property shall at all times be within such Purchaser’s
or their control. Each Purchaser understands that the Notes have not been registered under the Securities Act and may be resold
only if registered pursuant to the provisions of the Securities Act or if an exemption from registration is available, except under
circumstances where neither such registration nor such an exemption is required by law, and that the Company is not required to
register the Notes.


 


Section 6.2.Source of Funds.
Each Purchaser severally represents that at least one of the following statements is an accurate representation as to each source
of funds (a “Source”) to be used by such Purchaser to pay the purchase price of the Notes to be purchased by
such Purchaser hereunder:


 


(a)the Source is an “insurance
company general account” (as the term is defined in the United States Department of Labor’s Prohibited Transaction
Exemption (“PTE”) 95-60) in respect of which the reserves and liabilities (as defined by the annual statement
for life insurance companies approved by the NAIC (the “NAIC Annual Statement”)) for the general account contract(s)
held by or on behalf of any employee benefit plan together with the amount of the reserves and liabilities for the general account
contract(s) held by or on behalf of any other employee benefit plans maintained by the same employer (or affiliate thereof as defined
in PTE 95-60) or by the same employee organization in the general account do not exceed 10% of the total reserves and liabilities
of the general account (exclusive of separate account liabilities) plus surplus as set forth in the NAIC Annual Statement filed
with such Purchaser’s state of domicile; or






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(b)the Source is a separate
account that is maintained solely in connection with such Purchaser’s fixed contractual obligations under which the amounts
payable, or credited, to any employee benefit plan (or its related trust) that has any interest in such separate account (or to
any participant or beneficiary of such plan (including any annuitant)) are not affected in any manner by the investment performance
of the separate account; or


 


(c)the Source is either
(i) an insurance company pooled separate account, within the meaning of PTE 90-1 or (ii) a bank collective investment
fund, within the meaning of the PTE 91-38 and, except as disclosed by such Purchaser to the Company in writing pursuant to this
clause (c), no employee benefit plan or group of plans maintained by the same employer or employee organization beneficially
owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or


 


(d)the Source constitutes
assets of an “investment fund” (within the meaning of Part VI of PTE 84-14 (the “QPAM Exemption”))
managed by a “qualified professional asset manager” or “QPAM” (within the meaning of Part VI of the QPAM
Exemption), no employee benefit plan’s assets that are managed by the QPAM in such investment fund, when combined with the
assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning
of Part VI(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, represent
more than 20% of the total client assets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied,
neither the QPAM nor a person controlling or controlled by the QPAM maintains an ownership interest in the Company that would cause
the QPAM and the Company to be “related” within the meaning of Part VI(h) of the QPAM Exemption and (i) the identity
of such QPAM and (ii) the names of any employee benefit plans whose assets in the investment fund, when combined with the
assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning
of Part VI(c)(1) of the QPAM Exemption) of such employer or by the same employee organization, represent 10% or more of the assets
of such investment fund, have been disclosed to the Company in writing pursuant to this clause (d); or


 


(e)the Source constitutes
assets of a “plan(s)” (within the meaning of Part IV(h) of PTE 96-23 (the “INHAM Exemption”)) managed
by an “in-house asset manager” or “INHAM” (within the meaning of Part IV(a) of the INHAM Exemption), the
conditions of Part I(a), (g) and (h) of the INHAM Exemption are satisfied, neither the INHAM nor a person controlling or controlled
by the INHAM (applying the definition of “control” in Part IV(d)(3) of the INHAM Exemption) owns a 10% or more interest
in the Company and (i) the identity of such INHAM and (ii) the name(s) of the employee benefit plan(s) whose assets constitute
the Source have been disclosed to the Company in writing pursuant to this clause (e); or


 


(f)the Source is a governmental
plan; or


 



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(g)the Source is one
or more employee benefit plans, or a separate account or trust fund comprised of one or more employee benefit plans, each of which
has been identified to the Company in writing pursuant to this clause (g); or


 


(h)the Source does not
include assets of any employee benefit plan, other than a plan exempt from the coverage of ERISA.


 


As used in this Section 6.2, the terms
“employee benefit plan,” “governmental plan,” and “separate account” shall have
the respective meanings assigned to such terms in section 3 of ERISA.


 


	Section 7.		Information
                                         as to the Parent Guarantor and the Company.



 


Section 7.1.Financial and
Business Information. The Parent Guarantor shall deliver to each Purchaser and each holder of a Note that is an Institutional
Investor:


 


(a)Quarterly Statements
— within 45 days (or such shorter period as is the earlier of (x) 15 days greater than the period applicable to the
filing of the Parent Guarantor’s Quarterly Report on Form 10-Q (the “Form 10-Q”) with the SEC
regardless of whether the Parent Guarantor is subject to the filing requirements thereof and (y) the date by which such financial
statements are required to be delivered under any Material Credit Facility or the date on which such corresponding financial statements
are delivered under any Material Credit Facility if such delivery occurs earlier than such required delivery date) after the end
of each quarterly fiscal period in each fiscal year of the Parent Guarantor (other than the last quarterly fiscal period of each
such fiscal year), duplicate copies of,


 


(i)a consolidated balance
sheet of the Parent Guarantor and its Subsidiaries as at the end of such quarter, and


 


(ii)consolidated statements
of income, changes in shareholders’ equity and cash flows of the Parent Guarantor and its Subsidiaries, for such quarter
and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter,


 


setting forth in each case in
comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance
with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting,
in all material respects, the financial position of the companies being reported on and their results of operations and cash flows,
subject to changes resulting from year-end adjustments;


 


(b)Annual Statements
— within 90 days (or such shorter period as is the earlier of (x) 15 days greater than the period applicable to the
filing of the Parent Guarantor’s Annual Report on Form 10-K (the “Form 10-K”) with the SEC regardless
of whether the Parent Guarantor is subject to the filing requirements thereof and (y) the date by which such financial statements
are required to be delivered under any Material Credit Facility or the date on which such corresponding financial statements are
delivered under any Material Credit Facility if such delivery occurs earlier than such required delivery date) after the end of
each fiscal year of the Parent Guarantor, duplicate copies of






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(i)a consolidated balance
sheet of the Parent Guarantor and its Subsidiaries as at the end of such year, and


 


(ii)consolidated statements
of income, changes in shareholders’ equity and cash flows of the Parent Guarantor and its Subsidiaries for such year,


 


setting forth in each case in
comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied
by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification
or exception as to the scope of the audit on which such opinion is based) of independent public accountants of recognized national
standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position
of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP,
and that the examination of such accountants in connection with such financial statements has been made in accordance with generally
accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances;


 


(c)SEC and Other Reports
— promptly upon their becoming available, one copy of (i) each financial statement, report, notice, proxy statement
or similar document sent by the Parent Guarantor, the Company or any of their respective Subsidiaries (x) to its creditors
under any Material Credit Facility (excluding information sent to such creditors in the ordinary course of administration of a
credit facility, such as information relating to pricing and borrowing availability) or (y) to its public Securities holders
generally, and (ii) each regular or periodic report, each registration statement (without exhibits except as expressly requested
by such Purchaser or holder), and each prospectus and all amendments thereto filed by the Parent Guarantor, the Company or any
of their respective Subsidiaries with the SEC and of all press releases and other statements made available generally by the Parent
Guarantor, the Company or any of their respective Subsidiaries to the public concerning developments that are Material;


 


(d)Notice of Default
or Event of Default — promptly, and in any event within 5 days after a Responsible Officer of the Parent Guarantor or
the Company becoming aware of the existence of any Default or Event of Default or that any Person has given any notice or taken
any action with respect to a claimed default hereunder or that any Person has given any notice or taken any action with respect
to a claimed default of the type referred to in Section 11(f), a written notice specifying the nature and period of existence
thereof and what action the Parent Guarantor or the Company is taking or proposes to take with respect thereto;


 



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(e)Employee Benefits
Matters — promptly, and in any event within 5 days after a Responsible Officer becoming aware of any of the following,
a written notice setting forth the nature thereof and the action, if any, that the Parent Guarantor, the Company or an ERISA Affiliate
proposes to take with respect thereto:


 


(i)with respect to any
Plan, any reportable event, as defined in section 4043(c) of ERISA and the regulations thereunder, for which notice thereof
has not been waived pursuant to such regulations as in effect on the date hereof;


 


(ii)the taking by the PBGC
of steps to institute, or the threatening by the PBGC of the institution of, proceedings under section 4042 of ERISA for the
termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Parent Guarantor, the Company or
any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer
Plan; or


 


(iii)any event, transaction
or condition that could result in the incurrence of any liability by the Parent Guarantor, the Company or any ERISA Affiliate pursuant
to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to a Plan, or in the imposition of
any Lien on any of the rights, properties or assets of the Parent Guarantor, the Company or any ERISA Affiliate pursuant to Title I
or IV of ERISA or such penalty or excise tax provisions relating to a Plan, if such liability or Lien, taken together with any
other such liabilities or Liens then existing, could reasonably be expected to have a Material Adverse Effect;


 


(f)Notices from Governmental
Authority — promptly, and in any event within 30 days of receipt thereof, copies of any notice to the Parent Guarantor,
the Company or any of their respective Subsidiaries from any federal or state Governmental Authority relating to any order, ruling,
statute or other law or regulation that could reasonably be expected to have a Material Adverse Effect;


 


(g) Resignation or
Replacement of Auditors — within 10 days following the date on which the Parent Guarantor’s auditors resign or
the Parent Guarantor elects to change auditors, as the case may be, notification thereof, together with such further information
as the Required Holders may request;


 


(h)Requested Information
— with reasonable promptness, such other data and information relating to the business, operations, affairs, financial condition,
assets or properties of the Parent Guarantor, the Company or any of their respective Subsidiaries (including actual copies of the
Parent Guarantor’s Form 10-Q and Form 10-K) or relating to the ability of the Company to perform its obligations
hereunder and under the Notes or relating to the ability of the Parent Guarantor to perform its obligations hereunder and under
the Guaranty or the ability of any Subsidiary Guarantor to perform its obligations under the Guaranty, in each such case as from
time to time may be reasonably requested by any such Purchaser or holder of a Note; and






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(i)REIT Status
– promptly after the occurrence thereof, notice of the failure of the Parent Guarantor to maintain REIT Status or of any
existing Subsidiary of the Parent Guarantor to maintain its status as a qualified REIT subsidiary under the Code, if and to the
extent required by applicable Law, such notice to be in form and detail reasonably satisfactory to the Required Holders.


 


Section 7.2.Officer’s
Certificate. Each set of financial statements delivered to a Purchaser or a holder of a Note pursuant to Section 7.1(a)
or Section 7.1(b) shall be accompanied by a certificate of a Senior Financial Officer delivered within 45 days after the end
of each quarterly fiscal period in each fiscal year of the Parent Guarantor other than the last quarterly fiscal period of each
such fiscal year (or, if sooner, the date by which comparable information is delivered to the lenders under any Material Credit
Facility) and within 90 days after the end of each fiscal year of the Parent Guarantor (or, if sooner, the date by which comparable
information is delivered to the lenders under any Material Credit Facility), as the case may be:


 


(a)Covenant Compliance
— setting forth the information from such financial statements that is required in order to establish whether the Company
was in compliance with the requirements of Section 10 (including any Incorporated Covenant) during the quarterly or annual
period covered by the financial statements then being furnished (including with respect to each such provision that involves mathematical
calculations, the information from such financial statements that is required to perform such calculations including a list of
each UAP Property and the corresponding Adjusted Net Operating Income and Unencumbered Asset Pool Value) and detailed calculations
of the maximum or minimum amount, ratio or percentage, as the case may be, permissible under the terms of such Section, and the
calculation of the amount, ratio or percentage then in existence, and upon the request of any holder, a schedule showing a list
of properties included within each of the categories set forth in paragraphs (A) through (F) of the Unencumbered Asset Pool
Value definition and the corresponding calculation of each limitation set forth in paragraphs (A) through (F) of the Unencumbered
Asset Pool Value definition. In the event that the Parent Guarantor, the Company or any Subsidiary has made an election to measure
any financial liability using fair value (which election is being disregarded for purposes of determining compliance with this
Agreement pursuant to Section 22.2) as to the period covered by any such financial statement, such Senior Financial Officer’s
certificate as to such period shall include a reconciliation from GAAP with respect to such election;


 


(b)Event of Default
— certifying that such Senior Financial Officer has reviewed the relevant terms hereof and has made, or caused to be made,
under his or her supervision, a review of the transactions and conditions of the Parent Guarantor, the Company and their respective
Subsidiaries from the beginning of the quarterly or annual period covered by the statements then being furnished to the date of
the certificate and that such review shall not have disclosed the existence during such period of any condition or event that constitutes
a Default or an Event of Default or, if any such condition or event existed or exists (including, any such event or condition resulting
from the failure of the Parent Guarantor, the Company or any of their respective Subsidiaries to comply with any Environmental
Law), specifying the nature and period of existence thereof and what action the Parent Guarantor or the Company shall have taken
or proposes to take with respect thereto; and






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(c)Subsidiary Guarantors
— setting forth a list of all Subsidiaries that are Subsidiary Guarantors and certifying that each Subsidiary that is required
to be a Subsidiary Guarantor pursuant to Section 9.7 is a Subsidiary Guarantor, in each case, as of the date of such certificate
of such Senior Financial Officer.


 


Section 7.3.Visitation.
The Parent Guarantor and the Company shall permit the representatives of each Purchaser and each holder of a Note that is an Institutional
Investor:


 


(a)No Default
— if no Default or Event of Default then exists, at the expense of such Purchaser or such holder and upon reasonable prior
notice to the Parent Guarantor and the Company, to visit the principal executive office of the Parent Guarantor or the Company,
to discuss the affairs, finances and accounts of the Parent Guarantor, the Company and their respective Subsidiaries with the Parent
Guarantor’s and the Company’s officers, and (with the consent of the Parent Guarantor and the Company, which consent
will not be unreasonably withheld) their independent public accountants, and (with the consent of the Parent Guarantor and the
Company, which consent will not be unreasonably withheld) to visit the other offices and properties of the Parent Guarantor, the
Company or each of their respective Subsidiaries, all at such reasonable times and as often as may be reasonably requested in writing;
and


 


(b)Default —
if a Default an Event of Default then exists, at the expense of the Parent Guarantor and the Company, to visit and inspect any
of the offices or properties of the Parent Guarantor, the Company or any of their respective Subsidiaries, to examine all their
respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective
affairs, finances and accounts with their respective officers and independent public accountants (and by this provision each of
the Parent Guarantor and the Company authorize said accountants to discuss the affairs, finances and accounts of the Parent Guarantor,
the Company and their respective Subsidiaries), all at such times and as often as may be requested.


 


Section 7.4.Electronic
Delivery. Financial statements, opinions of independent certified public accountants, other information and Officer’s
Certificates that are required to be delivered by the Parent Guarantor pursuant to Sections 7.1(a), (b) or (c) and Section 7.2
shall be deemed to have been delivered if the Parent Guarantor satisfies any of the following requirements with respect thereto:


 


(a)such
financial statements satisfying the requirements of Section 7.1(a) or (b) and related Officer’s Certificate satisfying
the requirements of Section 7.2 and any other information required under Section 7.1(c) are delivered to each Purchaser
or holder of a Note by e-mail at the e-mail address set forth in such Purchaser’ or holder’s Purchaser Schedule or
as communicated from time to time in a separate writing delivered to the Company;


 






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    	Note Purchase Agreement

 

    

(b)the Parent Guarantor
shall have timely filed such Form 10–Q or Form 10–K, satisfying the requirements of Section 7.1(a) or Section 7.1(b),
as the case may be, with the SEC on EDGAR and shall have made such form and the related Officer’s Certificate satisfying
the requirements of Section 7.2 available on its home page on the internet, which is located at http://www.roireit.net as
of the date of this Agreement;


 


(c)such financial statements
satisfying the requirements of Section 7.1(a) or Section 7.1(b) and related Officer’s Certificate(s) satisfying
the requirements of Section 7.2 and any other information required under Section 7.1(c) are timely posted by or on behalf
of the Parent Guarantor on IntraLinks or on any other similar website to which each holder of Notes has free access; or


 


(d)the Parent Guarantor
shall have timely filed any of the items referred to in Section 7.1(c) with the SEC on EDGAR and shall have made such items
available on its home page on the internet or on IntraLinks or on any other similar website to which each Purchaser or holder of
Notes has free access;


 


provided however, that in no case
shall access to such financial statements, other information and Officer’s Certificates be conditioned upon any waiver or
other agreement or consent (other than confidentiality provisions consistent with Section 20 of this Agreement); provided
further, that in the case of any of clauses (b), (c) or (d), the Parent Guarantor shall have given each Purchaser or holder
of a Note prior written notice, which may be by e-mail or in accordance with Section 18, of such posting or filing in connection
with each delivery, provided further, that upon request of any Purchaser or holder to receive paper copies of such forms,
financial statements, other information and Officer’s Certificates or to receive them by e-mail, the Parent Guarantor will
promptly e-mail them or deliver such paper copies, as the case may be, to such Purchaser or holder.


 


	Section 8.		Payment
                                         and Prepayment of the Notes.



 


Section 8.1.Maturity.
As provided therein, the entire unpaid principal balance of each Note shall be due and payable on the Maturity Date thereof.


 


Section 8.2.Optional Prepayments
with Make-Whole Amount. The Company may, at its option, upon notice as provided below, prepay at any time all, or from
time to time any part of, the Notes, in an amount not less than 5% of the aggregate principal amount of the Notes then outstanding
in the case of a partial prepayment, at 100% of the principal amount so prepaid, and the Make-Whole Amount determined for the prepayment
date with respect to such principal amount. The Company will give each holder of Notes written notice of each optional prepayment
under this Section 8.2 not less than 10 days and not more than 60 days prior to the date fixed for such prepayment unless
the Company and the Required Holders agree to another time period pursuant to Section 17. Each such notice shall specify such
date (which shall be a Business Day), the aggregate principal amount of the Notes to be prepaid on such date, the principal amount
of each Note held by such holder to be prepaid (determined in accordance with Section 8.4), and the interest to be paid on
the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior
Financial Officer as to the estimated Make-Whole Amount due in connection with such prepayment (calculated as if the date of such
notice were the date of the prepayment), setting forth the details of such computation. Two Business Days prior to such prepayment,
the Company shall deliver to each holder of Notes a certificate of a Senior Financial Officer specifying the calculation of such
Make-Whole Amount as of the specified prepayment date. Notwithstanding the foregoing, no Make-Whole Amount shall be due if the
Notes are prepaid during the last thirty (30) days of the term of such Notes.


 






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    	Note Purchase Agreement

 

    

Section 8.3.Change
in Control.


 


(a)Notice of Change in
Control. The Company will, within five (5) days after the occurrence of any Change in Control, or, at the Company’s option,
prior to any Change in Control but after public announcement of the Change in Control, give written notice (the “Change
in Control Notice”) of such Change in Control to each holder of Notes. Such Change in Control Notice shall contain and
constitute an offer to prepay the Notes as described in Section 8.3(b) hereof and shall be accompanied by the certificate described
in Section 8.3(e).


 


(b)Offer to Prepay Notes.
The offer to prepay Notes shall be an offer to prepay, in accordance with and subject to this Section 8.3, all, but
not less than all, the Notes held by each holder on a date specified in such offer (the “Proposed Prepayment Date”).
Such Proposed Prepayment Date shall be not less than 15 days and not more than 30 days after the date of such offer. The offer
to prepay Notes, if sent prior to consummation of the Change in Control, will state that the Change in Control offer is conditioned
on the Change in Control occurring on or prior to the Proposed Prepayment Date.


 


(c)Acceptance/Rejection.
A holder of Notes may accept the offer to prepay made pursuant to this Section 8.3 by causing a notice of such acceptance
to be delivered to the Company not later than 15 days after receipt by such holder of the most recent offer of prepayment.
A failure by a holder of Notes to respond to an offer to prepay made pursuant to this Section 8.3 shall be deemed to
constitute a rejection of such offer by such holder.


 


(d)Prepayment. Prepayment
of the Notes to be prepaid pursuant to this Section 8.3 shall be at 100% of the principal amount of such Notes, together
with interest on such Notes accrued to the date of prepayment, but without Make-Whole Amount or other premium. The prepayment shall
be made on the Proposed Prepayment Date.


 


(e)Officer’s Certificate.
 Each offer to prepay the Notes pursuant to this Section 8.3 shall be accompanied by a certificate, executed by a Senior
Financial Officer and dated the date of such offer, specifying: (i) the Proposed Prepayment Date; (ii) that such offer
is made pursuant to this Section 8.3; (iii) the principal amount of each Note offered to be prepaid; (iv) the
interest that would be due on each Note offered to be prepaid, accrued to the Proposed Prepayment Date; (v) that the conditions
of this Section 8.3 have been fulfilled; and (vi) in reasonable detail, the nature and date or proposed
date of the Change in Control.



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(f)Certain Definitions. “Change
in Control” means an event or series of events by which:


 


(a)the Parent Guarantor
fails to own at least 80% of the Voting Stock of the Company;


 


(b)any “person”
or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding
any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent
or other fiduciary or administrator of any such plan) becomes the “beneficial owner” (as defined in Rules 13d-3 and
13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed to have “beneficial ownership”
of all Equity Interests that such person or group has the right to acquire, whether such right is exercisable immediately or only
after the passage of time (such right, an “option right”)), directly or indirectly, of 30% or more of the Equity
Interests of the Parent Guarantor entitled to vote for members of the board of directors or equivalent governing body of the Parent
Guarantor on a fully-diluted basis (and taking into account all such securities that such person or group has the right to acquire
pursuant to any option right); provided that, notwithstanding the above, unexercised warrants with respect to Equity Interests
of the Parent Guarantor shall not be deemed to be ownership of Equity Interests of the Parent Guarantor unless and until such warrants
are exercised; or


 


(c)during any period
of 12 consecutive months, a majority of the members of the board of directors or other equivalent governing body of the Company
cease to be composed of individuals (i) who were members of that board or equivalent governing body on the first day of such period,
(ii) whose election or nomination to that board or equivalent governing body was approved by individuals referred to in clause
(i) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body
or (iii) whose election or nomination to that board or other equivalent governing body was approved by individuals referred to
in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of that board or equivalent
governing body (excluding, in the case of both clause (ii) and clause (iii), any individual whose initial nomination for, or assumption
of office as, a member of that board or equivalent governing body occurs as a result of an actual or threatened solicitation of
proxies or consents for the election or removal of one or more directors by any person or group other than a solicitation for the
election of one or more directors by or on behalf of the board of directors).


 


Section 8.4.Allocation
of Partial Prepayments. In the case of each partial prepayment of the Notes pursuant to Section 8.2, the principal amount
of the Notes to be prepaid shall be allocated among all of the Notes at the time outstanding in proportion, as nearly as practicable,
to the respective unpaid principal amounts thereof not theretofore called for prepayment. All partial prepayments made pursuant
to Section 8.3 shall be applied only to the Notes of the holders who have elected to participate in such prepayment.






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Section 8.5.Maturity; Surrender,
Etc. In the case of each prepayment of Notes pursuant to this Section 8, the principal amount of each Note
to be prepaid shall mature and become due and payable on the date fixed for such prepayment, together with interest on such principal
amount accrued to such date and the applicable Make-Whole Amount, if any. From and after such date, unless the Company shall fail
to pay such principal amount when so due and payable, together with the interest and Make-Whole Amount, if any, as aforesaid, interest
on such principal amount shall cease to accrue. Any Note paid or prepaid in full shall be surrendered to the Company and cancelled
and shall not be reissued, and no Note shall be issued in lieu of any prepaid principal amount of any Note.


 


Section 8.6.Purchase of
Notes. Neither the Parent Guarantor nor the Company will and nor will either of them permit any Affiliate to purchase, redeem,
prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment
of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to an offer to purchase made by
the Parent Guarantor, the Company or an Affiliate pro rata to the holders of all Notes at the time outstanding upon the same terms
and conditions. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision
with respect to such offer, and shall remain open for at least 15 Business Days. If the holders of more than 15% of the principal
amount of the Notes then outstanding accept such offer, the Company shall promptly notify the remaining holders of such fact and
the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give
each such remaining holder at least 10 Business Days from its receipt of such notice to accept such offer. The Company will promptly
cancel all Notes acquired by it, the Parent Guarantor or any Affiliate pursuant to any payment, prepayment or purchase of Notes
pursuant to this Agreement and no Notes may be issued in substitution or exchange for any such Notes.


 


Section 8.7.Make-Whole
Amount.


 


The term “Make-Whole
Amount” means, with respect to any Note, an amount equal to the excess, if any, of the Discounted Value of the Remaining
Scheduled Payments with respect to the Called Principal of such Note over the amount of such Called Principal, provided
that the Make-Whole Amount may in no event be less than zero. For the purposes of determining the Make-Whole Amount, the following
terms have the following meanings: “Called Principal” means, with respect to any Note, the principal of such
Note that is to be prepaid pursuant to Section 8.2 or has become or is declared to be immediately due and payable pursuant
to Section 12.1, as the context requires.


 


“Discounted
Value” means, with respect to the Called Principal of any Note, the amount obtained by discounting all Remaining Scheduled
Payments with respect to such Called Principal from their respective scheduled due dates to the Settlement Date with respect to
such Called Principal, in accordance with accepted financial practice and at a discount factor (applied on the same periodic basis
as that on which interest on the Notes is payable) equal to the Reinvestment Yield with respect to such Called Principal.


 



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“Reinvestment
Yield” means, with respect to the Called Principal of any Note, the sum of (a) .50% plus (b) the yield to maturity
implied by the “Ask Yield(s)” reported as of 10:00 a.m. (New York City time) on the second Business Day preceding the
Settlement Date with respect to such Called Principal, on the display designated as “Page PX1” (or such other display
as may replace Page PX1) on Bloomberg Financial Markets for the most recently issued actively traded on-the-run U.S. Treasury securities
(“Reported”) having a maturity equal to the Remaining Average Life of such Called Principal as of such Settlement
Date. If there are no such U.S. Treasury securities Reported having a maturity equal to such Remaining Average Life, then such
implied yield to maturity will be determined by (i) converting U.S. Treasury bill quotations to bond equivalent yields in
accordance with accepted financial practice and (ii) interpolating linearly between the “Ask Yields” Reported
for the applicable most recently issued actively traded on-the-run U.S. Treasury securities with the maturities (1) closest
to and greater than such Remaining Average Life and (2) closest to and less than such Remaining Average Life. The Reinvestment
Yield shall be rounded to the number of decimal places as appears in the interest rate of the applicable Note.


 


If such yields are
not Reported or the yields Reported as of such time are not ascertainable (including by way of interpolation), then “Reinvestment
Yield” means, with respect to the Called Principal of any Note, the sum of (x) .50% plus (y) the yield to maturity
implied by the U.S. Treasury constant maturity yields reported, for the latest day for which such yields have been so reported
as of the second Business Day preceding the Settlement Date with respect to such Called Principal, in Federal Reserve Statistical
Release H.15 (or any comparable successor publication) for the U.S. Treasury constant maturity having a term equal to the Remaining
Average Life of such Called Principal as of such Settlement Date. If there is no such U.S. Treasury constant maturity having a
term equal to such Remaining Average Life, such implied yield to maturity will be determined by interpolating linearly between
(1) the U.S. Treasury constant maturity so reported with the term closest to and greater than such Remaining Average Life
and (2) the U.S. Treasury constant maturity so reported with the term closest to and less than such Remaining Average Life.
The Reinvestment Yield shall be rounded to the number of decimal places as appears in the interest rate of the applicable Note.


 


“Remaining
Average Life” means, with respect to any Called Principal, the number of years obtained by dividing (i) such Called
Principal into (ii) the sum of the products obtained by multiplying (a) the principal component of each Remaining Scheduled
Payment with respect to such Called Principal by (b) the number of years, computed on the basis of a 360-day year comprised
of twelve 30-day months and calculated to two decimal places, that will elapse between the Settlement Date with respect to such
Called Principal and the scheduled due date of such Remaining Scheduled Payment.


 


“Remaining
Scheduled Payments” means, with respect to the Called Principal of any Note, all payments of such Called Principal and
interest thereon that would be due after the Settlement Date with respect to such Called Principal if no payment of such Called
Principal were made prior to its scheduled due date, provided that if such Settlement Date is not a date on which interest
payments are due to be made under the Notes, then the amount of the next succeeding scheduled interest payment will be reduced
by the amount of interest accrued to such Settlement Date and required to be paid on such Settlement Date pursuant to Section 8.2
or Section 12.1.


 



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“Settlement
Date” means, with respect to the Called Principal of any Note, the date on which such Called Principal is to be prepaid
pursuant to Section 8.2 or has become or is declared to be immediately due and payable pursuant to Section 12.1, as the
context requires.


 


Section 8.8.Payments Due
on Non-Business Days. Anything in this Agreement or the Notes to the contrary notwithstanding, (x) except
as set forth in clause (y), any payment of interest on any Note that is due on a date that is not a Business Day shall be
made on the next succeeding Business Day without including the additional days elapsed in the computation of the interest payable
on such next succeeding Business Day; and (y) any payment of principal of or Make-Whole Amount on any Note (including principal
due on the Maturity Date of such Note) that is due on a date that is not a Business Day shall be made on the next succeeding Business
Day and shall include the additional days elapsed in the computation of interest payable on such next succeeding Business Day.


 


	Section 9.		Affirmative
                                         Covenants.



 


The Company and the
Parent Guarantor, jointly and severally, covenant that, from the date of this Agreement until the Closing, and thereafter so long
as any of the Notes are outstanding:


 


Section 9.1.Compliance
with Laws. Without limiting Section 10.4, the Company and the Parent Guarantor will, and will cause each of their respective
Subsidiaries to, comply with all laws, ordinances or governmental rules or regulations to which each of them is subject (including
ERISA, Environmental Laws, the USA PATRIOT Act and the other laws and regulations that are referred to in Section 5.16) and
will obtain and maintain in effect all licenses, certificates, permits, franchises and other governmental authorizations necessary
to the ownership of their respective properties or to the conduct of their respective businesses, in each case to the extent necessary
to ensure that non-compliance with such laws, ordinances or governmental rules or regulations or failures to obtain or maintain
in effect such licenses, certificates, permits, franchises and other governmental authorizations could not, individually or in
the aggregate, reasonably be expected to have a Material Adverse Effect.


 


Section 9.2.Insurance.
The Company and the Parent Guarantor will, and will cause each of their respective Subsidiaries to, maintain, with financially
sound and reputable insurers, insurance with respect to their respective properties and businesses against such casualties and
contingencies, of such types, on such terms and in such amounts (including deductibles, co-insurance and self-insurance, if adequate
reserves are maintained with respect thereto) as is customary in the case of entities of established reputations engaged in the
same or a similar business and similarly situated.


 


Section 9.3.Maintenance
of Properties. The Company and the Parent Guarantor will, and will cause each of their respective Subsidiaries to, maintain
and keep, or cause to be maintained and kept, their respective properties in good repair, working order and condition (other than
ordinary wear and tear), so that the business carried on in connection therewith may be properly conducted at all times, except,
with respect to properties other than UAP Properties, where the failure to do so would not reasonably be expected to have a Material
Adverse Effect, provided that this Section 9.3 shall not prevent either the Company, the Parent Guarantor or
any of their respective Subsidiaries from discontinuing the operation and the maintenance of any of its properties if such discontinuance
is desirable in the conduct of its business and the Company and the Parent Guarantor have concluded that such discontinuance could
not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.


 



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Section 9.4.Payment of
Taxes and Claims. The Company and the Parent Guarantor will, and will cause each of their respective Subsidiaries to, file
all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such
returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income
or franchises, to the extent the same have become due and payable and before they have become delinquent and all claims for which
sums have become due and payable that have or might become a Lien on properties or assets of the Company, the Parent Guarantor
or any of their respective Subsidiaries; provided that neither the Company, the Parent Guarantor nor any of their respective
Subsidiaries need pay any such tax, assessment, charge, levy or claim if (i) the amount, applicability or validity thereof
is contested by the Company, the Parent Guarantor or such Subsidiary on a timely basis in good faith and in appropriate proceedings,
and the Company, the Parent Guarantor or such Subsidiary has established adequate reserves therefor in accordance with GAAP on
the books of the Company, the Parent Guarantor or such Subsidiary or (ii) the nonpayment of all such taxes, assessments, charges,
levies and claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.


 


Section 9.5.Corporate Existence,
Etc. Subject to Section 10.2, the Company and the Parent Guarantor will at all times preserve and keep in full force and
effect their respective legal existence. Subject to Sections 10.2, the Company and the Parent Guarantor will at all times
preserve and keep in full force and effect the legal existence of each of their respective Subsidiaries (unless merged into an
Obligor or a Wholly-Owned Subsidiary) and all rights and franchises of the Obligors and their respective Subsidiaries unless, in
the good faith judgment of the Company and the Parent Guarantor, the termination of or failure to preserve and keep in full force
and effect such legal existence, right or franchise could not, individually or in the aggregate, have a Material Adverse Effect.


 


Section 9.6.Books and Records.
Each of the Company and the Parent Guarantor will, and will cause each of its Subsidiaries to, maintain proper books of record
and account in conformity with GAAP and all applicable requirements of any Governmental Authority having legal or regulatory jurisdiction
over the Obligors or such Subsidiary, as the case may be.


 


Section 9.7.Subsidiary
Guarantors. (a) Each of the Parent Guarantor and the Company will cause each Material Subsidiary and each other Subsidiary
that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for
or in respect of any Indebtedness under any Material Credit Facility to concurrently therewith (or, with respect to any Person
that becomes a Material Subsidiary pursuant to clause (b) of the definition of “Material Subsidiary” and is not
a guarantor or otherwise in any way liable with respect to any Material Credit Facility, within fifteen (15) Business Days
thereof):






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    	Note Purchase Agreement

 

    

(i)enter into a joinder
agreement to the Guaranty in form and substance satisfactory to the Required Holders providing for the guaranty by such Subsidiary,
on a joint and several basis with all other such Subsidiaries and the Parent Guarantor, of (x) the prompt payment in full
when due of all amounts payable by the Company pursuant to the Notes (whether for principal, interest, Make-Whole Amount or otherwise)
and this Agreement, including all indemnities, fees and expenses payable by the Company thereunder and (y) the prompt, full
and faithful performance, observance and discharge by the Company of each and every covenant, agreement, undertaking and provision
required pursuant to the Notes or this Agreement to be performed, observed or discharged by it (a “Joinder to the Guaranty”);
and


 


(ii)deliver the following
to each holder of a Note:


 


(A)an executed Joinder
to the Guaranty;


 


(B)a certificate signed
by an authorized responsible officer of such Subsidiary containing representations and warranties on behalf of such Subsidiary
to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.16 of this Agreement (but with
respect to such Subsidiary and such Joinder to the Guaranty rather than the Company);


 


(C)all documents as may
be reasonably requested by the Required Holders to evidence the due organization, continuing existence and, where applicable, good
standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and
delivery of such Joinder to the Guaranty and the performance by such Subsidiary of its obligations thereunder; and


 


(D)an opinion of counsel
reasonably satisfactory to the Required Holders covering such matters relating to such Subsidiary and such Joinder to the Guaranty
as the Required Holders may reasonably request.


 


(b)       At
the election of the Company and by written notice to each holder of Notes, any Subsidiary Guarantor may be discharged from all
of its obligations and liabilities under the Guaranty and shall be automatically released from its obligations thereunder without
the need for the execution or delivery of any other document by the holders, provided that (i) such Subsidiary is no
longer a Material Subsidiary, (ii) if such Subsidiary Guarantor is a guarantor or is otherwise liable for or in respect of
any Material Credit Facility, then such Subsidiary Guarantor has been released and discharged (or will be released and discharged
concurrently with the release of such Subsidiary Guarantor under the Guaranty) under such Material Credit Facility, (iii) at
the time of, and after giving effect to, such release and discharge, no Default or Event of Default shall be existing, (iv) no
amount is then due and payable under the Guaranty, (v) if in connection with such Subsidiary Guarantor being released and
discharged under any Material Credit Facility, any fee or other form of consideration is given to any holder of Indebtedness under
such Material Credit Facility for such release, the holders of the Notes shall receive equivalent consideration substantially concurrently
therewith and (vi) each holder shall have received a certificate of a Responsible Officer certifying as to the matters set
forth in clauses (i) through (v).






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Section 9.8.Most Favored
Lender Status. (a)(i) If at any time after the date of this Agreement a Material Credit Facility contains a financial
covenant relating to the matters addressed in Section 10.10(b) (Consolidated Fixed Charge Coverage Ratio), 10.10(c) (Consolidated
Leverage Ratio), 10.10(e) (Consolidated Unencumbered Leverage Ratio) or 10.10(f) (Consolidated Secured Indebtedness)
(regardless of whether such provision is labeled or otherwise characterized as a covenant, a definition or a default) by the Company
or the Parent Guarantor that is more favorable to the lenders under such Material Credit Facility than the covenants, definitions
and/or defaults contained in Sections 10.10(b), 10.10(c) 10.10(e) or 10.10(f), as the case may be, of this Agreement (any such
provision (including any necessary definition), a “More Favorable Covenant”), then the Company shall provide
a Most Favored Lender Notice in respect of such More Favorable Covenant. Unless waived in writing by the Required Holders within
15 days after each holder’s receipt of such notice, such More Favorable Covenant shall be deemed automatically incorporated
by reference into Section 10 of this Agreement, mutatis mutandis, as if set forth in full herein, effective as of the date when
such More Favorable Covenant shall have become effective under such Material Credit Facility.


 


(ii) If at any
time after the date of this Agreement (A) any Material Credit Facility shall contain (I) a financial covenant relating to the matters
addressed in Section 10.10(d) (Restricted Payments Limitation) or (II) a financial covenant not substantively expressly
provided for in this Agreement (regardless of whether such provision is labeled or otherwise characterized as a covenant, a definition
or a default) (any such provision described in the preceding clauses (I) and (II) (including any necessary definition), a “Floating
Financial Covenant”) or (B) all Material Credit Facilities shall cease to contain one or more of the Floating Financial
Covenants, then the Company shall provide a Floating Financial Covenant Notice in respect of such Floating Financial Covenant.
Upon each holder’s receipt of such notice, the Floating Financial Covenant most favorable to the lenders as among all Material
Credit Facilities shall be deemed automatically to replace the corresponding Floating Financial Covenant contained in Section 10
of this Agreement, mutatis mutandis, as if set forth in full herein or to be incorporated herein, as the case may be, or, alternatively,
if all Material Credit Facilities shall cease to have a particular Floating Financial Covenant, the corresponding Floating Financial
Covenant contained in Section 10 or otherwise deemed to be a part of this Agreement shall be deemed automatically removed and of
no further force and effect, in each case effective as of the date when such Floating Financial Covenant shall have become more
favorable to the Company or the Parent Guarantor or shall have ceased to be in effect under all Material Credit Facilities.


 


(b)       Any
More Favorable Covenant or Floating Financial Covenant incorporated into this Agreement (herein referred to as an “Incorporated
Covenant”) pursuant to this Section 9.8 (i) shall be deemed automatically amended herein to reflect any subsequent amendments
made such that the Incorporated Covenant most favorable to the lenders as among the Material Credit Facilities shall apply for
the purposes of this Agreement; provided that, if a Default or an Event of Default then exists and the amendment of such
More Favorable Covenant or Floating Financial Covenant would make such covenant less restrictive on the Company or the Parent Guarantor,
such Incorporated Covenant shall only be deemed automatically amended at such time, if it should occur, when such Default or Event
of Default no longer exists; provided, further, so long as no Default or Event of Default has occurred and is then continuing,
in the event that a More Favorable Covenant shall be deleted from all Material Credit Facilities, the corresponding covenant in
this Agreement shall revert to the form of such covenant (including any related definitions) as in effect as of the date of this
Agreement and (ii) any Incorporated Covenant that constitutes a Floating Financial Covenant shall be deemed automatically deleted
from this Agreement at such time as such Incorporated Covenant is deleted from or otherwise not a part of all Material Credit Facilities
by means of amendment, modification, termination or by virtue of any applicable Material Credit Facility ceasing to be a Material
Credit Facility; provided that, if a Default or an Event of Default then exists, such Incorporated Covenant shall only be
deemed automatically deleted from this Agreement at such time, if it should occur, when such Default or Event of Default no longer
exists; provided further, however, that if any fee or other consideration shall be given to the lenders under one or more
such Material Credit Facilities solely in consideration for such amendment or deletion, the equivalent of the most favorable (to
the lenders) of such fees or other consideration shall be given, pro rata, to the holders of the Notes.






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(c) (i)“Most Favored Lender
Notice” means, in respect of any More Favorable Covenant, a written notice to each of the holders of the Notes delivered
promptly, and in any event within twenty (20) Business Days after the inclusion of such More Favorable Covenant in any Material
Credit Facility (including by way of amendment or other modification of any existing provision thereof) from a Responsible Officer
referring to the provisions of this Section 9.8 and setting forth a reasonably detailed description of such More Favorable Covenant
(including any defined terms used therein) and related explanatory calculations, as applicable.


 


(ii)       “Floating
Financial Covenant Notice” means, in respect of any Floating Financial Covenant, a written notice to each of the holders
of the Notes delivered promptly, and in any event within twenty (20) Business Days after the effectiveness of such Floating Financial
Covenant as among all Material Credit Facilities (including by way of amendment or other modification of any existing provisions
thereof, termination of each such Material Credit Facilities or cessation of each such Material Credit Facilities to be a Material
Credit Facility) from a Responsible Officer referring to the provisions of this Section 9.8 and setting forth a reasonably detailed
description of such Floating Financial Covenant (including any defined terms used therein) and related explanatory calculations,
as applicable.


 


(d)Notwithstanding the foregoing,
the covenants and related definitions in Sections 10.10(b), (c), (e) and (f) as of the date of this Agreement shall never
be made less restrictive on the Company or Parent Guarantor than such covenants and such definitions are as of the date of this
Agreement.


 


Section 9.9.REIT Status.
Parent Guarantor shall at all times maintain its REIT Status and comply with the requirements of the Code relating to qualified
REIT subsidiaries in respect of its ownership of any Subsidiary that is wholly owned by Parent Guarantor to the extent required
under the Code and applicable law.


 



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Section 9.10.Compliance
with Material Contracts. Each Obligor shall, and shall cause each of its Subsidiaries to, perform and observe all the terms
and provisions of each Material Contract to be performed or observed by it, maintain each such Material Contract in full force
and effect, and enforce each such Material Contract in accordance with its terms.


 


Section 9.11.Designation
as Senior Debt. Each Obligor shall, and shall cause each of its Subsidiaries which is an Obligor to, ensure that all Note Obligations
are designated as “Senior Indebtedness” of and are at least pari passu with all unsecured debt of such Obligor and
each such Subsidiary.


 


Section 9.12.Public Company
Status. Unless in connection with a Change in Control, the Parent Guarantor shall take such action as is necessary to (a) remain
a public company subject to regulation by the SEC and (b) be listed on the NASDAQ or other national stock exchange.


 


If the Parent Guarantor or the Company
fails to comply with any provision of Section 9 on or after the date of this Agreement and prior to the Closing, then any of the
Purchasers may elect not to purchase the Notes on the date of Closing that is specified in Section 3.


 


	Section 10.		Negative
                                         Covenants.



 


The Company and the
Parent Guarantor, jointly and severally, covenant that, from the date of this Agreement until the Closing and thereafter so long
as any of the Notes are outstanding:


 


Section 10.1.Transactions
with Affiliates. Each of the Company and the Parent Guarantor will not, and will not permit any of its Subsidiaries to, enter
into directly or indirectly any transaction or group of related transactions (including the purchase, lease, sale or exchange of
properties of any kind or the rendering of any service) with any Affiliate (other than the Obligor or another Subsidiary), except
(i) in the ordinary course and pursuant to the reasonable requirements of the Company’s, the Parent Guarantor’s or
such Subsidiary’s business and (ii) upon fair and reasonable terms no less favorable to the Parent Guarantor, the Company
or such Subsidiary than would be obtainable in a comparable arm’s-length transaction with a Person not an Affiliate.


 


Section 10.2.Fundamental
Changes. No Obligor shall, nor shall they permit any Subsidiary to, directly or indirectly, merge, dissolve, liquidate or consolidate
with or into another Person except that so long as no Default or Event of Default exists or would result therefrom, (a) the
Company may merge or consolidate with any of its Subsidiaries provided that the Company is the continuing or surviving Person,
(b) the Parent Guarantor may merge or consolidate with or transfer all or substantially all of its assets (other than assets
which constitute Equity Interests in any Subsidiary or any Unconsolidated Joint Venture) to any of its Subsidiaries (other than
the Company); provided that in the case of any merger or consolidation the Parent Guarantor is the continuing or surviving
Person, (c) any Subsidiary may merge or consolidate with any other Subsidiary; provided that if an Obligor is a party to
such transaction, such Obligor is the surviving Person (provided that if the Company is one of such Obligors, the Company
shall be the surviving Person) and (d) any Subsidiary that is not an Obligor or UAP Subsidiary may dissolve, liquidate or wind
up its affairs at any time provided that such dissolution, liquidation or winding up, as applicable, could not have a Material
Adverse Effect.


 



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Section 10.3.Line of Business.
No Obligor shall, nor shall they permit any of its Subsidiaries to, directly or indirectly, engage in any material line of business
other than the acquisition, operation and maintenance of income producing real estate properties leased to retail tenants and any
business substantially related, or incidental, ancillary or complementary thereto.


 


Section 10.4.Economic Sanctions,
Etc. The Company and the Parent Guarantor will not and will not permit any Controlled Entity to (a) become (including
by virtue of being owned or controlled by a Blocked Person), own or control a Blocked Person or (b) directly or indirectly
have any investment in or engage in any dealing or transaction (including any investment, dealing or transaction involving the
proceeds of the Notes) with any Person if such investment, dealing or transaction (i) would cause any Purchaser or holder
or any affiliate of such Purchaser or holder to be in violation of, or subject to sanctions under, any law or regulation applicable
to such holder, or (ii) is prohibited by or subject to sanctions under any U.S. Economic Sanctions Laws.


 


Section 10.5.Liens.
From and after the date of Closing, no Obligor shall, nor shall they permit any of its Subsidiaries to, directly or indirectly,
create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter
acquired, other than the following:


 


(a)Liens pursuant to
any Note Document;


 


(b)Liens (other than
Liens imposed under section 303 (K) or section 4068 of ERISA or section 430K of the Code) for taxes, assessments
or governmental charges or levies not yet due and payable or which are being contested in good faith and by appropriate proceedings
diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance
with GAAP;


 


(c)statutory Liens of
landlords and Liens of carriers, warehousemen, mechanics, materialmen and suppliers and other Liens imposed by law or pursuant
to customary reservations or retentions of title arising in the ordinary course of business, provided that such Liens secure only
amounts not overdue for more than sixty (60) days or are being contested in good faith by appropriate proceedings for which
adequate reserves determined in accordance with GAAP have been established;


 


(d)pledges or deposits
in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security
legislation, other than any Lien imposed by section 303(K) or section 4068 of ERISA;






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(e)deposits to secure
the performance of bids, trade contracts and leases (other than Indebtedness not otherwise permitted pursuant to Section 10.7),
statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary
course of business;


 


(f)easements, rights-of-way,
restrictions, restrictive covenants, encroachments, protrusions and other similar non-monetary encumbrances affecting real property
which do not materially detract from the value of the property subject thereto or materially interfere with use thereof in the
ordinary conduct of the business of any Obligor or any Subsidiary;


 


(g)Liens securing judgments
for the payment of money (or appeal or other surety bonds relating to such judgments) not constituting an Event of Default under
Section 11(j);


 


(h)leases or subleases
(and the rights of the tenants thereunder) granted to others not interfering in any material respect with the business of any Obligor
or any Subsidiary;


 


(i)any interest of title
of a lessor under, and Liens arising from UCC financing statements (or equivalent filings, registrations or agreements in foreign
jurisdictions) relating to, leases permitted by this Agreement;


 


(j)Liens deemed to exist
in connection with Investments in repurchase agreements;


 


(k)normal and customary
rights of setoff upon deposits of cash in favor of banks or other depository institutions;


 


(l)Liens of a collection
bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection;


 


(m)Liens existing on
the date hereof and listed on Schedule 10.5 and any renewals or extensions thereof, provided that the property covered thereby
is not materially changed; and


 


(n)other Liens incurred
in connection with Consolidated Funded Indebtedness; provided that, except with respect to Non-Recourse Indebtedness, the
Obligors and their Subsidiaries may not grant a Lien on any property or the Equity Interests in any UAP Subsidiary unless (i) such
Lien is in favor of the Purchasers or (ii) such Lien secures Indebtedness that would otherwise be Consolidated Unsecured Indebtedness
and all Note Obligations shall be secured equally and ratably therewith pursuant to agreements in form and substance reasonably
satisfactory to the Required Holders.






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Section 10.5AOther Matters Concerning
UAP Properties. No Obligor shall cause a UAP Property to cease to be a UAP Property by granting a Lien upon such UAP Property
otherwise permitted pursuant to Section 10.5(n)(i) or (ii) unless after giving effect to such Lien, the Obligors are in compliance
with the financial covenants in Section 10.10, on a pro forma basis as if such Lien had been incurred as of the last day of
the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 7.1 (or if such Lien
exists as of the date of Closing, and is listed on Schedule 10.5, as of October 31, 2017.


 


Section 10.6.Intentionally
Omitted.


 


Section 10.7.Indebtedness.
No Obligor shall permit a UAP Subsidiary to create, incur, assume or suffer to exist any Funded Indebtedness except, subject to
compliance with Section 9.7, Funded Indebtedness which would be included in Consolidated Unsecured Indebtedness.


 


Section 10.8.Dispositions.
No Obligor shall, nor shall they permit any of its Subsidiaries to, directly or indirectly, make any Disposition or enter into
any agreement to make any Disposition, except:


 


(a)Dispositions of obsolete
or worn out property, whether now owned or hereafter acquired, in the ordinary course of business;


 


(b)Dispositions of inventory
in the ordinary course of business;


 


(c)Dispositions of equipment
or property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property
or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property; provided
that if the property disposed of is a UAP Property it is removed from the Unencumbered Asset Pool Value;


 


(d)Dispositions of property
by any Subsidiary to an Obligor or to a Subsidiary; provided that at the time of such Disposition, no Default or Event of
Default shall exist or would result from such Disposition;


 


(e)Dispositions permitted
by Section 10.2;


 


(f)Dispositions by the
Parent Guarantor and its Subsidiaries not otherwise permitted under this Section 10.8; provided that (i) at the time
of such Disposition, no Default or Event of Default shall exist or would result from such Disposition, (ii) after giving effect
thereto, the Obligors are in compliance with the financial covenants in Section 10.10, on a pro forma basis as if such Disposition
had been incurred as of the last day of the most recent fiscal quarter for which financial statements have been delivered pursuant
to Section 7.1 and (iii) the aggregate book value of all property Disposed of in reliance on this clause (f), shall not exceed
twenty-five percent (25%) of Consolidated Total Asset Value for each fiscal year;


 



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(g)Dispositions by the
Parent Guarantor of any partnership interest in the Company that does not constitute Voting Stock (i) to a Person upon the contribution
by such Person of assets to the Company, or (ii) to employees of the Company pursuant to equity compensation programs in the ordinary
course of business; and


 


(h)real estate leases
entered into in the ordinary course of business.


 


Section 10.9.Intentionally
Omitted.


 


Section 10.10.Financial
Covenants. The Parent Guarantor shall not:


 


(a)[Reserved]


 


(b)Consolidated Fixed
Charge Coverage Ratio. Permit the Consolidated Fixed Charge Coverage Ratio, as of the last day of any fiscal quarter of the
Parent Guarantor, to be less than 1.50 to 1.00.


 


(c)Consolidated Leverage
Ratio. Permit the Consolidated Leverage Ratio (expressed as a percentage), as of the last day of any fiscal quarter of the
Parent Guarantor, to be greater than 60%; provided, however, that the Company may make an election not more than three (3)
times by delivering written notice thereof to the holders of Notes upon which the Company may permit such ratio to be as high as
65% for a period of up to two (2) consecutive fiscal quarters immediately following a Material Acquisition; provided, further,
that there shall be at least one fiscal quarter between each such election.


 


(d)Restricted Payments
Limitation. And shall not permit the Company or any of its respective Subsidiaries to declare or make any Restricted Payment
during the existence of a Default or an Event of Default other than (i) the greater of (x) with respect to any tax year of
the Parent Guarantor, such amount (but only such amount) as may be necessary for the Parent Guarantor to maintain REIT Status for
such tax year and (y) one hundred percent (100%) of the Parent Guarantor’s real estate investment trust taxable income
determined pursuant to the Code, (ii) other distributions paid or payable solely in common stock or other common Equity Interests
of such Person, (iii) distributions from the Company to the Parent Guarantor in an amount necessary to make the payments permitted
under subclause (i) above, and (iv) pro rata distributions to the holders of Equity Interests in each Subsidiary of the
Company.


 


(e)Consolidated Unencumbered
Leverage Ratio. Permit the Consolidated Unencumbered Leverage Ratio (expressed as a percentage), as of the last day of any
fiscal quarter of the Parent Guarantor, to be greater than 60%; provided, however, that the Company may make an election
not more than three (3) times by delivering written notice thereof to the holders of Notes upon which the Company may permit
such ratio to be as high as 65% for a period of up to two (2) consecutive fiscal quarters immediately following a Material Acquisition;
provided, further, that there shall be at least one fiscal quarter between each such election.






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(f)Consolidated Secured
Indebtedness. Permit the Consolidated Secured Indebtedness Ratio (expressed as a percentage), as of the last day of any fiscal
quarter of the Parent Guarantor, to be greater than 40%.


 


Section 10.11.Organization
Documents; Fiscal Year; Legal Name, State of Formation and Form of Entity. No Obligor shall, nor shall they permit any of its
Subsidiaries to, directly or indirectly:


 


(a)Amend, modify or change
its Organization Documents in a manner materially adverse to the holders; provided that, for avoidance of doubt, it is agreed
that any change to the Organization Documents of the Parent Guarantor permitted by Section 10.2 shall be deemed not materially
adverse to the holders.


 


(b)Make any material
change in (i) accounting policies or reporting practices, except as required by GAAP, FASB, the SEC or any other regulatory body,
or (ii) its fiscal year.


 


(c)Without providing
five (5) days prior written notice to the holders, change its name, state of formation or form of organization.


 


If the Company fails to comply with any
provision of Section 10 (except for Section 10.5) on or after the date of this Agreement and prior to the Closing, then any
of the Purchasers may elect not to purchase the Notes on the date of Closing that is specified in Section 3.


 


	Section 11.		Events
                                         of Default.



 


An “Event
of Default” shall exist if any of the following conditions or events shall occur and be continuing:


 


(a)the Company defaults
in the payment of any principal or Make-Whole Amount, if any, on any Note when the same becomes due and payable, whether at maturity
or at a date fixed for prepayment or by declaration or otherwise; or


 


(b)the Company defaults
in the payment of any interest on any Note for more than five Business Days after the same becomes due and payable; or


 


(c)the Company or the
Parent Guarantor default in the performance of or compliance with any term contained in Section 7.1(d), Section 7.3,
Section 9.5, Section 9.7, Section 9.8, Section 10 or with any Incorporated Covenant; or


 


(d)any Obligor defaults
in the performance of or compliance with any term contained herein (other than those referred to in Sections 11(a), (b)
and (c)) or in any Guaranty and such default is not remedied within 30 days after the earlier of (i) a Responsible Officer
obtaining actual knowledge of such default and (ii) the Obligor receiving written notice of such default from any holder of
a Note (any such written notice to be identified as a “notice of default” and to refer specifically to this Section 11(d));
or






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(e)(i) any representation
or warranty made in writing by or on behalf of the any Obligor or by any officer of any Obligor in this Agreement or any writing
furnished in connection with the transactions contemplated hereby proves to have been false or incorrect in any material respect
on the date as of which made, or (ii) any representation or warranty made in writing by or on behalf of any Guarantor or by
any officer of such Guarantor in any Guaranty or any writing furnished in connection with such Guaranty proves to have been false
or incorrect in any material respect on the date as of which made; or


 


(f)(i) the Parent
Guarantor, the Company or any Subsidiary is in default (as principal or as guarantor or other surety) in the payment of any principal
of or premium or make-whole amount or interest on any Indebtedness that is outstanding in an aggregate principal amount of more
than the Threshold Amount (or its equivalent in the relevant currency of payment) beyond any period of grace provided with respect
thereto, or (ii) the Parent Guarantor, the Company or any Subsidiary is in default in the performance of or compliance with
any term of any evidence of any Indebtedness in an aggregate outstanding principal amount of more than the Threshold Amount (or
its equivalent in the relevant currency of payment) or of any mortgage, indenture or other agreement relating thereto or any other
condition exists, and as a consequence of such default or condition such Indebtedness has become, or has been declared (or one
or more Persons are entitled to declare such Indebtedness to be), due and payable before its stated maturity or before its regularly
scheduled dates of payment, or (iii) as a consequence of the occurrence or continuation of any event or condition (other than
the passage of time or the right of the holder of Indebtedness to convert such Indebtedness into equity interests), (x) the
Parent Guarantor, the Company or any Subsidiary has become obligated to purchase or repay Indebtedness before its regular maturity
or before its regularly scheduled dates of payment in an aggregate outstanding principal amount of more than the Threshold Amount
(or its equivalent in the relevant currency of payment), or (y) one or more Persons have the right to require the Parent Guarantor,
the Company or any Subsidiary so to purchase or repay such Indebtedness, (iv) there occurs under any Swap Contract an Early
Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to
which the Parent Guarantor, the Company or any Subsidiary is the Defaulting Party (as defined in such Swap Contract) or (B) any
Termination Event (as so defined) under such Swap Contract as to which the Parent Guarantor, the Company or any Subsidiary is an
Affected Party (as so defined) and, in either event, the Swap Termination Value owed by the Parent Guarantor, the Company or such
Subsidiary as a result thereof is greater than the Threshold Amount, or (v) there occurs an “Event of Default” under
and as defined in any Primary Credit Facility; or


 


(g)any Obligor (i) is
generally not paying, or admits in writing its inability to pay, its debts as they become due, (ii) files, or consents by
answer or otherwise to the filing against it of a petition for relief or reorganization or arrangement or any other petition in
bankruptcy, for liquidation or to take advantage of any bankruptcy, insolvency, reorganization, moratorium or other similar law
of any jurisdiction, (iii) makes an assignment for the benefit of its creditors, (iv) consents to the appointment of
a custodian, receiver, trustee or other officer with similar powers with respect to it or with respect to any substantial part
of its property, (v) is adjudicated as insolvent or to be liquidated, or (vi) takes corporate action for the purpose
of any of the foregoing; or






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(h)a court or other Governmental
Authority of competent jurisdiction enters an order appointing, without consent by an Obligor, a custodian, receiver, trustee or
other officer with similar powers with respect to it or with respect to any substantial part of its property, or constituting an
order for relief or approving a petition for relief or reorganization or any other petition in bankruptcy or for liquidation or
to take advantage of any bankruptcy or insolvency law of any jurisdiction, or ordering the dissolution, winding-up or liquidation
of an Obligor or any of its Subsidiaries, or any such petition shall be filed against an Obligor or any of its Subsidiaries and
such petition shall not be dismissed within 60 days; or


 


(i)any event occurs with
respect to an Obligor or any Subsidiary which under the laws of any jurisdiction is analogous to any of the events described in
Section 11(g) or Section 11(h), provided that the applicable grace period, if any, which shall apply shall be
the one applicable to the relevant proceeding which most closely corresponds to the proceeding described in Section 11(g)
or Section 11(h); or


 


(j)one or more final
judgments or orders for the payment of money aggregating in excess of the Threshold Amount (or its equivalent in the relevant currency
of payment), including any such final order enforcing a binding arbitration decision, are rendered against one or more of the Obligors
or any of their respective Subsidiaries and which judgments are not, within 60 days after entry thereof, bonded, discharged or
stayed pending appeal, or are not discharged within 60 days after the expiration of such stay; or


 


(k)if (i) any Plan
shall fail to satisfy the minimum funding standards of ERISA or the Code for any plan year or part thereof or a waiver of such
standards or extension of any amortization period is sought or granted under section 412 of the Code, (ii) a notice of
intent to terminate any Plan shall have been or is reasonably expected to be filed with the PBGC or the PBGC shall have instituted
proceedings under ERISA section 4042 to terminate or appoint a trustee to administer any Plan or the PBGC shall have notified
the Parent Guarantor, the Company or any ERISA Affiliate that a Plan may become a subject of any such proceedings, (iii) there
is any “amount of unfunded benefit liabilities” (within the meaning of section 4001(a)(18) of ERISA) under one
or more Plans, determined in accordance with Title IV of ERISA, (iv) the Parent Guarantor, the Company or any ERISA Affiliate
shall have incurred or is reasonably expected to incur any liability related to any Plan pursuant to Title I or IV of ERISA
or the penalty or excise tax provisions of the Code relating to employee benefit plans, (v) the Parent Guarantor, the Company
or any ERISA Affiliate withdraws from any Multiemployer Plan, (vi) the Company or any Subsidiary establishes or amends any
employee welfare benefit plan that provides post-employment welfare benefits in a manner that would increase the liability of the
Parent Guarantor, the Company or any Subsidiary thereunder, (vii) the Parent Guarantor, the Company or any Subsidiary fails
to administer or maintain a Non-U.S. Plan in compliance with the requirements of any and all applicable laws, statutes, rules,
regulations or court orders or any Non-U.S. Plan is involuntarily terminated or wound up, and any such event or events described
in clauses (i) through (vii) above, either individually or together with any other such event or events, could reasonably
be expected to have a Material Adverse Effect. As used in this Section 11(k), the terms “employee benefit plan”
and “employee welfare benefit plan” shall have the respective meanings assigned to such terms in section 3
of ERISA; or






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(l)the Guaranty shall
cease to be in full force and effect, any Guarantor or any Person acting on behalf of any Guarantor shall contest in any manner
the validity, binding nature or enforceability of the Guaranty, or the obligations of any Guarantor under the Guaranty are not
or cease to be legal, valid, binding and enforceable in accordance with the terms of the Guaranty.


 


	Section 12.		Remedies
                                         on Default, Etc.



 


Section 12.1.Acceleration.
(a) If an Event of Default with respect to the Parent Guarantor or the Company described in Section 11(g), (h) or (i) (other
than an Event of Default described in clause (i) of Section 11(g) or described in clause (vi) of Section 11(g)
by virtue of the fact that such clause encompasses clause (i) of Section 11(g)) has occurred, all the Notes then outstanding
shall automatically become immediately due and payable.


 


(b)If any other Event of Default
has occurred and is continuing, the Required Holders may at any time at its or their option, by notice or notices to the Company,
declare all the Notes then outstanding to be immediately due and payable.


 


(c)If any Event of Default described
in Section 11(a) or (b) has occurred and is continuing, any holder or holders of Notes at the time outstanding affected by
such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held
by it or them to be immediately due and payable.


 


Upon any Notes becoming
due and payable under this Section 12.1, whether automatically or by declaration, such Notes will forthwith mature and the
entire unpaid principal amount of such Notes, plus (x) all accrued and unpaid interest thereon (including interest accrued
thereon at the Default Rate) and (y) the Make-Whole Amount determined in respect of such principal amount, shall all be immediately
due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived.
The Company acknowledges, and the parties hereto agree, that each holder of a Note has the right to maintain its investment in
the Notes free from repayment by the Company (except as herein specifically provided for) and that the provision for payment of
a Make-Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default,
is intended to provide compensation for the deprivation of such right under such circumstances.


 


Section 12.2.Other Remedies.
If any Default or Event of Default has occurred and is continuing, and irrespective of whether any Notes have become or have been
declared immediately due and payable under Section 12.1, the holder of any Note at the time outstanding may proceed to protect
and enforce the rights of such holder by an action at law, suit in equity or other appropriate proceeding, whether for the specific
performance of any agreement contained herein or in any Note or the Guaranty, or for an injunction against a violation of any of
the terms hereof or thereof, or in aid of the exercise of any power granted hereby or thereby or by law or otherwise.


 






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Section 12.3.Rescission.
At any time after any Notes have been declared due and payable pursuant to Section 12.1(b) or (c), the Required Holders, by
written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid
all overdue interest on the Notes, all principal of and Make-Whole Amount, if any, on any Notes that are due and payable and are
unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount, if any, and
(to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) neither
the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all
Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have
been cured or have been waived pursuant to Section 17, and (d) no judgment or decree has been entered for the payment
of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect
any subsequent Event of Default or Default or impair any right consequent thereon.


 


Section 12.4.No Waivers
or Election of Remedies, Expenses, Etc. No course of dealing and no delay on the part of any holder of any Note in exercising
any right, power or remedy shall operate as a waiver thereof or otherwise prejudice such holder’s rights, powers or remedies.
No right, power or remedy conferred by this Agreement, the Guaranty or any Note upon any holder thereof shall be exclusive of any
other right, power or remedy referred to herein or therein or now or hereafter available at law, in equity, by statute or otherwise.
Without limiting the obligations of the Parent Guarantor and the Company under Section 15, the Parent Guarantor and the Company
will pay to the holder of each Note on demand such further amount as shall be sufficient to cover all costs and expenses of such
holder incurred in any enforcement or collection under this Section 12, including reasonable attorneys’ fees, expenses
and disbursements.


 


	Section 13.		Registration;
                                         Exchange; Substitution of Notes.



 


Section 13.1.Registration
of Notes. The Company shall keep at its principal executive office a register for the registration and registration of transfers
of Notes. The name and address of each holder of one or more Notes, each transfer thereof and the name and address of each transferee
of one or more Notes shall be registered in such register. If any holder of one or more Notes is a nominee, then (a) the name
and address of the beneficial owner of such Note or Notes shall also be registered in such register as an owner and holder thereof
and (b) at any such beneficial owner’s option, either such beneficial owner or its nominee may execute any amendment,
waiver or consent pursuant to this Agreement. Prior to due presentment for registration of transfer, the Person in whose name any
Note shall be registered shall be deemed and treated as the owner and holder thereof for all purposes hereof, and the Company shall
not be affected by any notice or knowledge to the contrary. The Company shall give to any holder of a Note that is an Institutional
Investor promptly upon request therefor, a complete and correct copy of the names and addresses of all registered holders of Notes.






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Section 13.2.Transfer
and Exchange of Notes. Upon surrender of any Note to the Company at the address and to the attention of the designated officer
(all as specified in Section 18(iii)), for registration of transfer or exchange (and in the case of a surrender for registration
of transfer accompanied by a written instrument of transfer duly executed by the registered holder of such Note or such holder’s
attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee
of such Note or part thereof), within 10 Business Days thereafter, the Company shall execute and deliver, at the Company’s
expense (except as provided below), one or more new Notes (as requested by the holder thereof) in exchange therefor, in an aggregate
principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person
as such holder may request and shall be substantially in the form of Schedule 1. Each such new Note shall be dated and bear
interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note
if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental
charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $100,000,
provided that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note
may be in a denomination of less than $100,000. Any transferee, by its acceptance of a Note registered in its name (or the name
of its nominee), shall be deemed to have made the representation set forth in Section 6.2.


 


Section 13.3.Replacement
of Notes. Upon receipt by the Company at the address and to the attention of the designated officer (all as specified in Section 18(iii))
of evidence reasonably satisfactory to it of the ownership of and the loss, theft, destruction or mutilation of any Note (which
evidence shall be, in the case of an Institutional Investor, notice from such Institutional Investor of such ownership and such
loss, theft, destruction or mutilation), and


 


(a)in the case of loss,
theft or destruction, of indemnity reasonably satisfactory to it (provided that if the holder of such Note is, or is a nominee
for, an original Purchaser or another holder of a Note with a minimum net worth of at least $50,000,000 or a Qualified Institutional
Buyer, such Person’s own unsecured agreement of indemnity shall be deemed to be satisfactory), or


 


(b)in the case of mutilation,
upon surrender and cancellation thereof,


 


within 10 Business Days thereafter, the
Company at its own expense shall execute and deliver, in lieu thereof, a new Note, dated and bearing interest from the date to
which interest shall have been paid on such lost, stolen, destroyed or mutilated Note or dated the date of such lost, stolen, destroyed
or mutilated Note if no interest shall have been paid thereon.






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    	Note Purchase Agreement

 

    

Section 14.Payments
on Notes.


 


Section 14.1.Place
of Payment. Subject to Section 14.2, payments of principal, Make-Whole Amount, if any, and interest becoming due and
payable on the Notes shall be made at the principal office of the Company located at 8905 Towne Centre Drive, Suite 108,
San Diego, CA 92122. The Company may at any time, by notice to each holder of a Note, change the place of payment of the Notes
so long as such place of payment shall be either the principal office of the Company in such jurisdiction or the principal office
of a bank or trust company in such jurisdiction.


 


Section 14.2.Payment by
Wire Transfer. So long as any Purchaser or its nominee shall be the holder of any Note, and notwithstanding anything contained
in Section 14.1 or in such Note to the contrary, the Company will pay all sums becoming due on such Note for principal, Make-Whole
Amount, if any, interest and all other amounts becoming due hereunder by the method and at the address specified for such purpose
below such Purchaser’s name in the Purchaser Schedule, or by such other method or at such other address as such Purchaser
shall have from time to time specified to the Company in writing for such purpose, without the presentation or surrender of such
Note or the making of any notation thereon, except that upon written request of the Company made concurrently with or reasonably
promptly after payment or prepayment in full of any Note, such Purchaser shall surrender such Note for cancellation, reasonably
promptly after any such request, to the Company at its principal executive office or at the place of payment most recently designated
by the Company pursuant to Section 14.1. Prior to any sale or other disposition of any Note held by a Purchaser or its nominee,
such Purchaser will, at its election, either endorse thereon the amount of principal paid thereon and the last date to which interest
has been paid thereon or surrender such Note to the Company in exchange for a new Note or Notes pursuant to Section 13.2.
The Company will afford the benefits of this Section 14.2 to any Institutional Investor that is the direct or indirect transferee
of any Note purchased by a Purchaser under this Agreement and that has made the same agreement relating to such Note as the Purchasers
have made in this Section 14.2.


 


Section 14.3.FATCA
Information. By acceptance of any Note, the holder of such Note agrees that such holder will with reasonable promptness
duly complete and deliver to the Company, or to such other Person as may be reasonably requested by the Company, from time to
time (a) in the case of any such holder that is a United States Person, such holder’s United States tax identification
number or other forms reasonably requested by the Company necessary to establish such holder’s status as a United States
Person under FATCA and as may otherwise be necessary for the Company to comply with its obligations under FATCA and (b) in
the case of any such holder that is not a United States Person, such documentation prescribed by applicable law (including as
prescribed by section 1471(b)(3)(C)(i) of the Code) and such additional documentation as may be necessary for the Company
to comply with its obligations under FATCA and to determine that such holder has complied with such holder’s obligations
under FATCA or to determine the amount (if any) to deduct and withhold from any such payment made to such holder. Nothing in this
Section 14.3 shall require any holder to provide information that is confidential or proprietary to such holder unless the
Company is required to obtain such information under FATCA and, in such event, the Company shall treat any such information it
receives as confidential.






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Section 14.4.Tax Withholding.
The Company shall be permitted to withhold from any payment made pursuant to the Notes any amounts that are required to be withheld
under applicable law if the holder of a Note fails to provide to the Company a properly completed and valid Internal Revenue Service
Form W-9 or W8-BEN-E (or other applicable form) within 10 days of any written request by the Company and the Company
shall not otherwise withhold any U.S. federal or state income taxes from any payments made under the Notes. 


 


	Section 15.		Expenses,
                                         Etc.



 


Section 15.1.Transaction
Expenses. Whether or not the transactions contemplated hereby are consummated, the Parent Guarantor and the Company,
jointly and severally, agree to pay all costs and expenses (including reasonable and documented attorneys’ fees of a special
counsel and, if reasonably required by the Required Holders, local or other counsel) incurred by the Purchasers and each other
holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect
of this Agreement, the Guaranty or the Notes (whether or not such amendment, waiver or consent becomes effective), including:
(a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights
under this Agreement, the Guaranty or the Notes or in responding to any subpoena or other legal process or informal investigative
demand issued in connection with this Agreement, the Guaranty or the Notes, or by reason of being a holder of any Note, (b) the
costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the
Company, the Parent Guarantor or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated
hereby and by the Notes and the Guaranty and (c) the costs and expenses incurred in connection with the initial filing of
this Agreement and all related documents and financial information with the SVO provided, that such costs and expenses
under this clause (c) shall not exceed $5,000. If required by the NAIC, the Company shall obtain and maintain at its own
cost and expense a Legal Entity Identifier (LEI).


 


The Parent Guarantor
and the Company, jointly and severally, agree to pay, and will save each Purchaser and each other holder of a Note harmless from,
(i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained
by a Purchaser or other holder in connection with its purchase of the Notes), (ii) any and all wire transfer fees that any
bank or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of
a Note with respect to a payment under such Note and (iii) any judgment, liability, claim, order, decree, fine, penalty, cost,
fee, expense (including reasonable attorneys’ fees and expenses) or obligation resulting from the consummation of the transactions
contemplated hereby, including the use of the proceeds of the Notes by the Company.


 


Section 15.2.Certain
Taxes. The Parent Guarantor and the Company agree to pay all stamp, documentary or similar taxes or fees which may
be payable in respect of the execution and delivery or the enforcement of this Agreement or the Guaranty or the execution and
delivery (but not the transfer) or the enforcement of any of the Notes in the United States or any other jurisdiction where the
Company or any Guarantor has assets or of any amendment of, or waiver or consent under or with respect to, this Agreement or the
Guaranty or of any of the Notes, and to pay any value added tax due and payable in respect of reimbursement of costs and expenses
by the Parent Guarantor and the Company pursuant to this Section 15, and will save each holder of a Note to the extent permitted
by applicable law harmless against any loss or liability resulting from nonpayment or delay in payment of any such tax or fee
required to be paid by the Parent Guarantor and the Company hereunder.


 



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Section 15.3.Survival.
The obligations of the Parent Guarantor and the Company under this Section 15 will survive the payment or transfer of any
Note, the enforcement, amendment or waiver of any provision of this Agreement, the Guaranty or the Notes, and the termination of
this Agreement.


 


	Section 16.		Survival
                                         of Representations and Warranties; Entire Agreement.



 


All representations
and warranties contained herein or in the Guaranty shall survive the execution and delivery of this Agreement, the Notes and the
Guaranty, the purchase or transfer by any Purchaser of any Note or portion thereof or interest therein and the payment of any Note,
and may be relied upon by any subsequent holder of a Note, regardless of any investigation made at any time by or on behalf of
such Purchaser or any other holder of a Note. All statements contained in any certificate or other instrument delivered by or on
behalf of any Obligor pursuant to this Agreement or the Guaranty shall be deemed representations and warranties of such Obligor
under this Agreement or the Guaranty, as the case may be. Subject to the preceding sentence, this Agreement, the Notes and the
Guaranty embody the entire agreement and understanding between each Purchaser and the Obligors and supersede all prior agreements
and understandings relating to the subject matter hereof.


 


	Section 17.		Amendment
                                         and Waiver.



 


Section 17.1.Requirements.
This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively
or prospectively), only with the written consent of the Company, the Parent Guarantor and the Required Holders, except that:


 


(a)no amendment or waiver
of any of Sections 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser
unless consented to by such Purchaser in writing; and


 


(b) no amendment or waiver
may, without the written consent of each Purchaser and the holder of each Note at the time outstanding, (i) subject to Section 12
relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate
or change the time of payment or method of computation of (x) interest on the Notes or (y) the Make-Whole Amount, (ii) change
the percentage of the principal amount of the Notes the holders of which are required to consent to any amendment or waiver or
the principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions
to Closing that appear in Section 4, or (iii) amend any of Sections 8 (except as set forth in the second sentence of
Section 8.2), 11(a), 11(b), 12, 17 or 20.






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Section 17.2.Solicitation
of Holders of Notes.


 


(a)Solicitation.  The Parent
Guarantor and the Company will provide each Purchaser and each holder of a Note with sufficient information, sufficiently far in
advance of the date a decision is required, to enable such Purchasers and such holder to make an informed and considered decision
with respect to any proposed amendment, waiver or consent in respect of any of the provisions hereof or of the Notes or the Guaranty.
The Company will deliver executed or true and correct copies of each amendment, waiver or consent effected pursuant to this Section 17
or the Guaranty to each Purchaser and each holder of a Note promptly following the date on which it is executed and delivered by,
or receives the consent or approval of, the requisite Purchasers or holders of Notes.


 


(b)Payment.  Neither the
Parent Guarantor nor the Company will directly or indirectly pay or cause to be paid any remuneration, whether by way of supplemental
or additional interest, fee or otherwise, or grant any security or provide other credit support, to any Purchaser or holder of
a Note as consideration for or as an inducement to the entering into by such Purchaser or holder of any waiver or amendment of
any of the terms and provisions hereof or of the Guaranty or any Note unless such remuneration is concurrently paid, or security
is concurrently granted or other credit support concurrently provided, on the same terms, ratably to each Purchaser and each holder
of a Note even if such Purchaser or holder did not consent to such waiver or amendment.


 


(c)Consent in Contemplation
of Transfer. Any consent given pursuant to this Section 17 or the Guaranty by a holder of a Note that has transferred
or has agreed to transfer its Note to (i) the Company, (ii) the Parent Guarantor, (iii) any Subsidiary of either or any
other Affiliate or (iv) any other Person in connection with, or in anticipation of, such other Person acquiring, making a
tender offer for or merging with the Parent Guarantor, the Company and/or any of its Affiliates, in each case in connection with
such consent, shall be void and of no force or effect except solely as to such holder, and any amendments effected or waivers granted
or to be effected or granted that would not have been or would not be so effected or granted but for such consent (and the consents
of all other holders of Notes that were acquired under the same or similar conditions) shall be void and of no force or effect
except solely as to such holder.


 


Section 17.3.Binding Effect,
Etc. Any amendment or waiver consented to as provided in this Section 17 or the Guaranty applies equally to all
Purchasers and holders of Notes and is binding upon them and upon each future holder of any Note and upon the Company without regard
to whether such Note has been marked to indicate such amendment or waiver. No such amendment or waiver will extend to or affect
any obligation, covenant, agreement, Default or Event of Default not expressly amended or waived or impair any right consequent
thereon. No course of dealing between the Parent Guarantor, the Company and any Purchaser or holder of a Note and no delay in exercising
any rights hereunder or under any Note or Guaranty shall operate as a waiver of any rights of any Purchaser or holder of such Note.


 


Section 17.4.Notes Held
by Company, Etc.  Solely for the purpose of determining whether the holders of the requisite percentage of the aggregate
principal amount of Notes then outstanding approved or consented to any amendment, waiver or consent to be given under this Agreement,
the Guaranty or the Notes, or have directed the taking of any action provided herein or in the Guaranty or the Notes to be taken
upon the direction of the holders of a specified percentage of the aggregate principal amount of Notes then outstanding, Notes
directly or indirectly owned by the Parent Guarantor, the Company or any of their respective Affiliates shall be deemed not to
be outstanding.






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	Section 18.		Notices.



 


Except to the extent
otherwise provided in Section 7.4, all notices and communications provided for hereunder shall be in writing (a) delivered
by hand, (b) sent by overnight courier service, (c) mailed by certified or registered mail, (d) sent by telecopier, or (e) transmitted
by any standard form of telecommunication, including electronic mail, as follows, and all notices and other communications expressly
permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows:


 


(i)if to any Purchaser
or its nominee, to such Purchaser or nominee at the address specified for such communications in the Purchaser Schedule, or at
such other address as such Purchaser or nominee shall have specified to the Company in writing,


 


(ii)if to any other holder
of any Note, to such holder at such address as such other holder shall have specified to the Company in writing, or


 


(iii)if to the Parent
Guarantor, to the Parent Guarantor at 8905 Towne Centre Drive, Suite 108, San Diego, CA 92122, Telephone: (858) 677-0900 attention
of Stuart A. Tanz and Michael B. Haines, or at such other address as the Parent Guarantor shall have specified to the holder of
each Note in writing,


 


(iv)if to the Company,
to the Company at its address set forth at the beginning hereof to the attention of 8905 Towne Centre Drive, Suite 108, San Diego,
CA 92122, Telephone: (858) 677-0900 attention of Stuart A. Tanz and Michael B. Haines, or at such other address as the Company
shall have specified to the holder of each Note in writing.


 


Notices under this Section 18 will
be deemed given only when actually received.


 


	Section 19.		Reproduction
of Documents.



 


This Agreement, the
Guaranty and all documents relating thereto, including, without limitation, (a) consents, waivers and modifications that may
hereafter be executed, (b) documents received by any Purchaser at the Closing (except the Notes themselves), and (c) financial
statements, certificates and other information previously or hereafter furnished to any Purchaser, may be reproduced by such Purchaser
by any photographic, photostatic, electronic, digital or other similar process and such Purchaser may destroy any original document
so reproduced. The Parent Guarantor and the Company agrees and stipulates that, to the extent permitted by applicable law, any
such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding (whether
or not the original is in existence and whether or not such reproduction was made by such Purchaser in the regular course of business)
and any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence. This Section 19
shall not prohibit the Parent Guarantor, the Company or any other holder of Notes from contesting any such reproduction to the
same extent that it could contest the original, or from introducing evidence to demonstrate the inaccuracy of any such reproduction.






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	Section 20.		Confidential
                                         Information.



 


For the purposes of
this Section 20, “Confidential Information” means information delivered to any Purchaser by or on behalf
of the Parent Guarantor, the Company, or any Subsidiary in connection with the transactions contemplated by or otherwise pursuant
to this Agreement that is proprietary in nature and that was clearly marked or labeled or otherwise adequately identified when
received by such Purchaser as being confidential information of the Parent Guarantor, the Company or such Subsidiary, as the case
may be; provided that such term does not include information that (a) was publicly known or otherwise known to such
Purchaser prior to the time of such disclosure, (b) subsequently becomes publicly known through no act or omission by such
Purchaser or any Person acting on such Purchaser’s behalf, (c) otherwise becomes known to such Purchaser other than
through disclosure by the Parent Guarantor, the Company or any of their respective Subsidiaries or (d) constitutes financial
statements delivered to such Purchaser under Section 7.1 that are otherwise publicly available. Each Purchaser will maintain
the confidentiality of such Confidential Information in accordance with procedures adopted by such Purchaser in good faith to protect
confidential information of third parties delivered to such Purchaser; provided that such Purchaser may deliver or disclose
Confidential Information to (i) its directors, trustees, officers, employees, agents, attorneys and affiliates (to the extent
such disclosure reasonably relates to the administration of the investment represented by its Notes), (ii) its auditors, financial
advisors and other professional advisors who agree to hold confidential the Confidential Information substantially in accordance
with this Section 20, (iii) any other holder of any Note, (iv) any Institutional Investor to which it sells or offers
to sell such Note or any part thereof or any participation therein (if such Person has agreed in writing prior to its receipt of
such Confidential Information to be bound by the provisions of this Section 20), (v) any Person from which it offers
to purchase any security of the Parent Guarantor or the Company (if such Person has agreed in writing prior to its receipt of such
Confidential Information to be bound by the provisions of this Section 20) provided, in no event shall such Purchaser
deliver or disclose any material, non-public information in violation of securities laws, (vi) any federal or state regulatory
authority having jurisdiction over such Purchaser, (vii) the NAIC or the SVO or, in each case, any similar organization, or
any nationally recognized rating agency that requires access to information about such Purchaser’s investment portfolio or
(viii) any other Person to which such delivery or disclosure may be necessary or appropriate (w) to effect compliance
with any law, rule, regulation or order applicable to such Purchaser, (x) in response to any subpoena or other legal process,
(y) in connection with any litigation to which such Purchaser is a party or (z) if an Event of Default has occurred and
is continuing, to the extent such Purchaser may reasonably determine such delivery and disclosure to be necessary or appropriate
in the enforcement or for the protection of the rights and remedies under such Purchaser’s Notes, this Agreement or the Guaranty.
Each holder of a Note, by its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled to the benefits
of this Section 20 as though it were a party to this Agreement. On reasonable request by the Parent Guarantor and the Company
in connection with the delivery to any holder of a Note of information required to be delivered to such holder under this Agreement
or requested by such holder (other than a holder that is a party to this Agreement or its nominee), such holder will enter into
an agreement with the Parent Guarantor and the Company embodying this Section 20.






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In the event that as
a condition to receiving access to information relating to the Obligors or their Subsidiaries in connection with the transactions
contemplated by or otherwise pursuant to this Agreement, any Purchaser or holder of a Note is required to agree to a confidentiality
undertaking (whether through IntraLinks, another secure website, a secure virtual workspace or otherwise) which is different from
this Section 20, this Section 20 shall not be amended thereby and, as between such Purchaser or such holder and the Parent
Guarantor and the Company, this Section 20 shall supersede any such other confidentiality undertaking.


 


	Section 21.		Substitution
                                         of Purchaser.



 


Each Purchaser shall
have the right to substitute any one of its Affiliates or another Purchaser or any one of such other Purchaser’s Affiliates
(a “Substitute Purchaser”) as the purchaser of the Notes that it has agreed to purchase hereunder, by written
notice to the Company, which notice shall be signed by both such Purchaser and such Substitute Purchaser, shall contain such Substitute
Purchaser’s agreement to be bound by this Agreement and shall contain a confirmation by such Substitute Purchaser of the
accuracy with respect to it of the representations set forth in Section 6. Upon receipt of such notice, any reference to such
Purchaser in this Agreement (other than in this Section 21), shall be deemed to refer to such Substitute Purchaser in lieu
of such original Purchaser. In the event that such Substitute Purchaser is so substituted as a Purchaser hereunder and such Substitute
Purchaser thereafter transfers to such original Purchaser all of the Notes then held by such Substitute Purchaser, upon receipt
by the Company of notice of such transfer, any reference to such Substitute Purchaser as a “Purchaser” in this Agreement
(other than in this Section 21), shall no longer be deemed to refer to such Substitute Purchaser, but shall refer to such
original Purchaser, and such original Purchaser shall again have all the rights of an original holder of the Notes under this Agreement.


 


	Section 22.		Miscellaneous.



 


Section 22.1.Successors
and Assigns. All covenants and other agreements contained in this Agreement by or on behalf of any of the parties hereto
bind and inure to the benefit of their respective successors and assigns (including any subsequent holder of a Note) whether so
expressed or not, except that, subject to Section 10.2, the Parent Guarantor or Company may not assign or otherwise transfer
any of their respective rights or obligations hereunder or under the Notes, as applicable, without the prior written consent of
each holder. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties
hereto and their respective successors and assigns permitted hereby) any legal or equitable right, remedy or claim under or by
reason of this Agreement.


 


Section 22.2.Accounting
Terms. All accounting terms used herein which are not expressly defined in this Agreement have the meanings respectively
given to them in accordance with GAAP. Except as otherwise specifically provided herein, (i) all computations made pursuant
to this Agreement shall be made in accordance with GAAP, and (ii) all financial statements shall be prepared in accordance
with GAAP. For purposes of determining compliance with this Agreement (including Section 9, Section 10 and the definition
of “Indebtedness”), any election by the Parent Guarantor or the Company to measure any financial liability using fair
value (as permitted by Financial Accounting Standards Board Accounting Standards Codification Topic No. 825-10-25 – Fair
Value Option, International Accounting Standard 39 – Financial Instruments: Recognition and Measurement or any
similar accounting standard) shall be disregarded and such determination shall be made as if such election had not been made.






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If at any time any
computation of any financial ratio or requirement set forth in this Agreement would be affected solely by any change in GAAP and
the Parent Guarantor or the Company or the Required Holders shall so request, the Parent Guarantor, the Company and the Required
Holders shall, at no cost to the Company (other than payment obligations arising pursuant to Section 15.1), negotiate in good faith
to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP; provided that,
until so amended (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change
therein and (ii) the Company shall provide to the holders financial statements and other documents required under this Agreement
or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before
and after giving effect to such change in GAAP.


 


Section 22.3.Severability.
Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition
or unenforceability in any jurisdiction shall (to the full extent permitted by law) not invalidate or render unenforceable such
provision in any other jurisdiction.


 


Section 22.4.Construction,
Etc. Each covenant contained herein shall be construed (absent express provision to the contrary) as being independent
of each other covenant contained herein, so that compliance with any one covenant shall not (absent such an express contrary provision)
be deemed to excuse compliance with any other covenant. Where any provision herein refers to action to be taken by any Person,
or which such Person is prohibited from taking, such provision shall be applicable whether such action is taken directly or indirectly
by such Person.


 


Defined terms herein
shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall
include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including”
shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to
have the same meaning and effect as the word “shall.” Unless the context requires otherwise (a) any definition
of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument
or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments,
supplements or modifications set forth herein) and, for purposes of the Notes, shall also include any such notes issued in substitution
therefor pursuant to Section 13, (b) subject to Section 22.1, any reference herein to any Person shall be construed
to include such Person’s successors and assigns, (c) the words “herein,” “hereof” and “hereunder,”
and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision
hereof, (d) all references herein to Sections and Schedules and Exhibits shall be construed to refer to Sections of, and Schedules
and Exhibits to, this Agreement, and (e) any reference to any law or regulation herein shall, unless otherwise specified,
refer to such law or regulation as amended, modified or supplemented from time to time.


 



    -47-


    	Note Purchase Agreement

 

    




Section 22.5.Counterparts.
This Agreement may be executed in any number of counterparts, each of which shall be an original but all of which together shall
constitute one instrument. Each counterpart may consist of a number of copies hereof, each signed by less than all, but together
signed by all, of the parties hereto.


 


Section 22.6.Governing
Law. This Agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed
by, the law of the State of New York excluding choice-of-law principles of the law of such State that would permit the application
of the laws of a jurisdiction other than such State.


 


Section 22.7.Jurisdiction
and Process; Waiver of Jury Trial. (a) The Parent Guarantor and the Company, each for itself, irrevocably submits
to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of
New York, over any suit, action or proceeding arising out of or relating to this Agreement, the Guaranty or the Notes. To
the fullest extent permitted by applicable law, the Parent Guarantor and the Company, each for itself, irrevocably waives and
agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any
such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding
brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in
an inconvenient forum.


 


(b)The Parent Guarantor and the
Company, each for itself, agree, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or
proceeding of the nature referred to in Section 22.7(a) brought in any such court shall be conclusive and binding upon
it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State
of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such
judgment.


 


(c)The Parent Guarantor and Company,
each for itself, consent to process being served by or on behalf of any holder of Notes in any suit, action or proceeding of the
nature referred to in Section 22.7(a) by mailing a copy thereof by registered, certified, priority or express mail (or any
substantially similar form of mail), postage prepaid, return receipt or delivery confirmation requested, to it at its address specified
in Section 18 or at such other address of which such holder shall then have been notified pursuant to said Section. The Parent
Guarantor and the Company, each for itself, agrees that such service upon receipt (i) shall be deemed in every respect effective
service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable
law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed
received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery
service.






    -48-


    	Note Purchase Agreement

 

    

(d)Nothing in this Section 22.7
shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders
of any of the Notes may have to bring proceedings against the Parent Guarantor or the Company in the courts of any appropriate
jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.


 


(e)The
parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, the Notes or any other document
executed in connection herewith or therewith.


 


 


* * * * *


 






    -49-


    	Note Purchase Agreement

 

    

If you are in agreement
with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon
this Agreement shall become a binding agreement between you, the Parent Guarantor and the Company.


 


 





	 	Very truly yours,
	 	 	 
	 	Retail Opportunity Investments Partnership, LP
	 	By: 	Retail Opportunity Investments
GP, LLC Its General Partner
	 	 	 
	 	 	 
	 	By 	/s/ Michael B. Haines
	 	 	Name: Michael B. Haines
	 	 	Title: Chief Financial
Officer
	 	 	 
	 	 	 
	 	Retail Opportunity Investments Corp.
	 	 	 
	 	 	 
	 	By 	/s/ Michael B. Haines
	 	 	Name: Michael B. Haines
	 	 	Title: Chief Financial
Officer
	 	 	 



 










    -50-


    	Note Purchase Agreement

 

    

This Agreement is hereby


accepted and agreed to as


of the date hereof.


 


 


 


	 	METROPOLITAN LIFE INSURANCE COMPANY
	 	 
	 	METROPOLITAN TOWER LIFE INSURANCE
	 	COMPANY by Metropolitan
Life Insurance Company, its Investment Manager







 


	 	By:	/s/
                                         John A. Wills



		Name:	John A. Wills



		Title:	SVP &Managing Director



 





	 	TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA



 



	 	By:	/s/
                                         Jeffrey J. Hughes



		Name:	Jeffrey J. Hughes



		Title:	Director



 





	 	GENWORTH LIFE INSURANCE COMPANY






 


	 	By:	/s/
                                         Kevin R. Kearns



		Name:	Kevin R. Kearns



		Title:	Investment Officer



 





	 	TRANSAMERICA PACIFIC INSURANCE COMPANY LTD
	 	By: AEGON USA Investment
Management, LLC, its investment manager




 


	 	By:	/s/
                                         Josh Prieskorn



		Name:	Josh Prieskorn



		Title:	Vice President



 





	 	TRANSAMERICA LIFE INSURANCE COMPANY
	 	By: AEGON USA Investment
Management, LLC, its investment manager




 


	 	By:	/s/
                                         Josh Prieskorn



		Name:	Josh Prieskorn



		Title:	Vice President



 






     


     

    





	 	TRANSAMERICA FINANCIAL LIFE INSURANCE COMPANY
	 	By: AEGON USA Investment
Management, LLC, its investment manager









 


		By:	/s/ Josh
                                         Prieskorn



		Name:	Josh Prieskorn



		Title:	Vice President



 





	 	MUTUAL OF OMAHA INSURANCE COMPANY



 



		By:	/s/ Lee
                                         Martin



		Name:	Lee Martin



		Title:	Vice President



 






	 	UNITED OF OMAHA LIFE INSURANCE COMPANY






 


		By:	/s/ Lee
                                         Martin



		Name:	Lee Martin



		Title:	Vice President



 





	 	PACIFIC LIFE INSURANCE COMPANY






 


		By:	/s/ Richard
                                         S. Banno



		Name:	Richard S. Banno



		Title:	Assistant Vice President



 


		By:	/s/ John
                                         Waldeck



		Name:	John Waldeck



		Title:	Assistant Secretary



 








	 	JACKSON NATIONAL LIFE INSURANCE COMPANY
	 	By: PPM America, Inc.,
as attorney in fact, on behalf of Jackson National Life Insurance Company









 


		By:	/s/ Elena
                                         Unger



		Name:	Elena Unger



		Title:	Vice President



 



     


     

    




	 	JACKSON NATIONAL LIFE INSURANCE COMPANY
	 	By: PPM America, Inc.,
as attorney in fact, on behalf of Jackson National Life Insurance Company









 


		By:	/s/ Elena
                                         Unger



		Name:	Elena Unger



		Title:	Vice President



 





	 	USAA LIFE INSURANCE COMPANY







 


		By:	/s/ James
                                         F. Jackson, Jr.



		Name:	James F. Jackson, Jr.



		Title:	Assistant Vice President



 





	 	GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY




 


		By:	/s/ Ernie
                                         Friesen



		Name:	Ernie Friesen



		Title:	Senior Vice President, Investments



 


	 	By:	/s/
                                         Eve Hampton



		Name:	Eve Hampton



		Title:	Vice President, Investments



 


 








     


     


    

Defined Terms


 


As used herein, the
following terms have the respective meanings set forth below or set forth in the Section hereof following such term:


 


“Adjusted
Net Operating Income” means, for any Real Property Asset for the most recently ended fiscal quarter, an amount equal
to (a) the aggregate gross revenues from the operations of such Real Property Asset during such period minus (b) the sum of (i)
all expenses and other proper charges incurred in connection with the operation of such Real Property Asset during such period
(including real estate taxes, but excluding any actual management fees, debt service charges, income taxes and depreciation, amortization
and other non-cash expenses) plus (ii) a management fee equal to the greater of (A) three percent (3%) of the aggregate gross revenues
from the operations of such Real Property Asset during such period and (B) actual management fees paid to third parties in connection
with such Real Property Asset during such period plus (iii) a replacement reserve of $0.0375 per square foot with respect to such
Real Property Asset; provided that it is understood and agreed that for any Real Property Asset (x) acquired during
the most recently ended fiscal quarter, the revenues included in clause (a) above and the expenses included in clause (b)
above shall be an amount equal to the revenues and expenses attributable to such Real Property Asset during the days such Real
Property Asset has been owned by the Parent Guarantor or a Subsidiary multiplied by a ratio equal to (I) 90 divided by (II) the
number of days such Real Property Asset has been owned and (y) Disposed of during the most recently ended fiscal quarter,
the revenues included in clause (a) above and the expenses included in clause (b) above shall be excluded.


 


“Affiliate”
means, at any time, and with respect to any Person, any other Person that at such time directly or indirectly through one or more
intermediaries Controls, or is Controlled by, or is under common Control with, such first Person, and, with respect to the Parent
Guarantor, shall include any Person beneficially owning or holding, directly or indirectly, 10% or more of any class of voting
or equity interests of the Parent Guarantor or any of its Subsidiaries or any Person of which the Parent Guarantor and its Subsidiaries
beneficially own or hold, in the aggregate, directly or indirectly, 10% or more of any class of voting or equity interests. Unless
the context otherwise clearly requires, any reference to an “Affiliate” is a reference to an Affiliate of the Parent
Guarantor.


 


“Agreement”
means this Note Purchase Agreement, including all Schedules attached to this Agreement.


 


“Anti-Corruption
Laws” means any law or regulation in a U.S. or any non-U.S. jurisdiction regarding bribery or any other corrupt activity,
including the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act 2010.


 


“Anti-Money
Laundering Laws” means any law or regulation in a U.S. or any non-U.S. jurisdiction regarding money laundering, drug
trafficking, terrorist-related activities or other money laundering predicate crimes, including the Currency and Foreign Transactions
Reporting Act of 1970 (otherwise known as the Bank Secrecy Act) and the USA PATRIOT Act.



    
	SCHEDULE A
	(to Note Purchase Agreement)

 


     


    




“Attributable
Indebtedness” means, with respect to any Person on any date, (a) in respect of any Capital Lease, the capitalized amount
thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, (b) in respect of
any Synthetic Lease Obligation, the capitalized amount of the remaining lease payments under the relevant lease that would appear
on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a Capital
Lease, (c) in respect of any Securitization Transaction, the outstanding principal amount of such financing, after taking into
account reserve accounts and making appropriate adjustments, determined by the Required Holders in their reasonable judgment and
(d) in respect of any Sale and Leaseback Transaction, the present value (discounted in accordance with GAAP at the debt rate implied
in the applicable lease) of the obligations of the lessee for rental payments during the term of such lease.


 


“Bank Credit
Agreement” is defined in clause (a) of the definition of Material Credit Facility.


 


“Blocked Person”
means (a) a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by OFAC,
(b) a Person, entity, organization, country or regime that is blocked or a target of sanctions that have been imposed under
U.S. Economic Sanctions Laws or (c) a Person that is an agent, department or instrumentality of, or is otherwise beneficially
owned by, controlled by or acting on behalf of, directly or indirectly, any Person, entity, organization, country or regime described
in clause (a) or (b).


 


“Business
Day” means (a) for the purposes of Section 8.7 only, any day other than a Saturday, a Sunday or a day on which
commercial banks in New York, New York are required or authorized to be closed, and (b) for the purposes of any other provision
of this Agreement, any day other than a Saturday, a Sunday or a day on which commercial banks in New York, New York are required
or authorized to be closed.


 


“Capitalization
Rate” shall have the meaning ascribed to such term in the Bank Credit Agreement from time to time, and, if for any reason
no Bank Credit Agreement then exists or such term is no longer used therein, the Capitalization Rate most recently in effect. Notwithstanding
the foregoing, in no event shall the “Capitalization Rate” at any time be less than 6.00%.


 


“Capital Lease”
means, as applied to any Person, any lease of any property by that Person as lessee which, in accordance with GAAP, is required
to be accounted for as a capital lease on the balance sheet of that Person.


 


“Cash Equivalents”
means, as at any date, (a) securities issued or directly and fully guaranteed or insured by the United States or any agency or
instrumentality thereof (provided that the full faith and credit of the United States is pledged in support thereof) having maturities
of not more than twelve months from the date of acquisition, (b) Dollar denominated time deposits and certificates of deposit of
(i) any lender party to the Bank Credit Agreement, (ii) any domestic commercial bank of recognized standing having capital and
surplus in excess of $500,000,000 or (iii) any bank whose short term commercial paper rating from S&P is at least A-1 or the
equivalent thereof or from Moody’s is at least P-1 or the equivalent thereof (any such bank being an “Approved Bank”),
in each case with maturities of not more than 270 days from the date of acquisition, (c) commercial paper and variable or fixed
rate notes issued by any Approved Bank (or by the parent company thereof) or any variable rate notes issued by, or guaranteed by,
any domestic corporation rated A-1 (or the equivalent thereof) or better by S&P or P-1 (or the equivalent thereof) or better
by Moody’s and maturing within six months of the date of acquisition, (d) repurchase agreements entered into by any Person
with a bank or trust company (including any of the lenders under the Bank Credit Agreement) or recognized securities dealer having
capital and surplus in excess of $500,000,000 for direct obligations issued by or fully guaranteed by the United States in which
such Person shall have a perfected first priority security interest (subject to no other Liens) and having, on the date of purchase
thereof, a fair market value of at least 100% of the amount of the repurchase obligations and (e) investments, classified in accordance
with GAAP as current assets, in money market investment programs registered under the Investment Company Act of 1940 which are
administered by reputable financial institutions having capital of at least $500,000,000 and the portfolios of which are limited
to Investments of the character described in the foregoing subdivisions (a) through (d).






    
	A-2

 


     


    

“Change in
Control” is defined in Section 8.3(f).


 


“Closing”
is defined in Section 3.


 


“Code”
means the Internal Revenue Code of 1986 and the rules and regulations promulgated thereunder from time to time.


 


“Company”
is defined in the first paragraph of this Agreement.


 


“Confidential
Information” is defined in Section 20.


 


“Control”
means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a
Person, whether through the ownership of voting securities, by contract or otherwise; and the terms “Controlled”
and “Controlling” shall have meanings correlative to the foregoing.


 


“Controlled
Entity” means (a) any of the Subsidiaries of the Company and any of their or the Company’s respective Controlled
Affiliates and (b) if the Company has a parent company, such parent company and its Controlled Affiliates.


 


“Consolidated
EBITDA” means, for any period, for the Parent Guarantor and its Subsidiaries on a consolidated basis, an amount equal
to Consolidated Net Income for such period plus (a) the following to the extent deducted in calculating such Consolidated Net Income:
(i) Consolidated Interest Expense for such period (including amortization of deferred financing costs, to the extent included in
the determination of Consolidated Interest Expense), (ii) the provision for Federal, state, local and foreign income taxes payable
by the Parent Guarantor and its Subsidiaries for such period, (iii) depreciation and amortization expense for such period, and
(iv) other non-recurring non-cash expenses of the Parent Guarantor and its Subsidiaries and all non-recurring extraordinary
losses, in each case reducing such Consolidated Net Income for such period, minus (b) the following to the extent included
in calculating such Consolidated Net Income: (i) Federal, state, local and foreign income tax credits of the Parent Guarantor
and its Subsidiaries for such period and (ii) all non-recurring non-cash items and all non-recurring extraordinary gains,
in each case increasing Consolidated Net Income for such period.






    
	A-3

 


     


    

“Consolidated
Fixed Charge Coverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated EBITDA for the most
recent fiscal quarter period ending on such date multiplied by four (4) to (b) Consolidated Fixed Charges for the most recent fiscal
quarter ending on such date multiplied by four (4).


 


“Consolidated
Fixed Charges” means, as of any date of determination, for the Parent Guarantor and its Subsidiaries on a consolidated
basis, the sum of (a) Consolidated Interest Expense for such period plus (b) current scheduled principal payments of Consolidated
Funded Indebtedness (excluding any payment of principal under the Note Documents and any “balloon” payment or final
payment at maturity that is significantly larger than the scheduled payments that preceded it) for such period plus (c) dividends
and distributions that were required to be paid on preferred stock, if any for such period, in each case, as determined in accordance
with GAAP.


 


“Consolidated
Funded Indebtedness” means, as of any date of determination, Funded Indebtedness of the Parent Guarantor and its Subsidiaries
on a consolidated basis plus, without duplication, the Parent Guarantor’s and Subsidiaries’ pro rata share of Funded
Indebtedness of Unconsolidated Joint Ventures.


 


“Consolidated
Interest Expense” means, for any period, for the Parent Guarantor and its Subsidiaries on a consolidated basis, the sum
of all interest expense (whether paid, accrued or capitalized) and letter of credit fee expense, as determined in accordance with
GAAP; provided that it shall (a) include the interest component under Capital Leases and Attributable Indebtedness under
Securitization Transactions and (b) exclude the amortization of any deferred financing fees.


 


“Consolidated
Leverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated Funded Indebtedness as of
such date to (b) Consolidated Total Asset Value as of such date.


 


“Consolidated
Net Income” means, for any period, for the Parent Guarantor and its Subsidiaries on a consolidated basis, the net income
of the Parent Guarantor and its Subsidiaries for that period, as determined in accordance with GAAP.


 


“Consolidated
Secured Indebtedness” means, as of any date of determination, Consolidated Funded Indebtedness that is subject to a Lien
other than Non-Consensual Liens.


 


“Consolidated
Secured Indebtedness Ratio” means, as of any date of determination, the ratio of (a) Consolidated Secured Indebtedness
on such date to (b) Consolidated Total Asset Value on such date.






    
	A-4

 


     


    

“Consolidated
Total Asset Value” means, as of any date of determination, with respect to the Parent Guarantor and its Subsidiaries
on a consolidated basis, the sum of (a) the quotient of (i) (x) an amount equal to (A) Adjusted Net Operating Income for the prior
fiscal quarter minus (B) the aggregate amount of Adjusted Net Operating Income attributable to each Real Property Asset sold or
otherwise Disposed of during such prior fiscal quarter minus (C) the aggregate amount of Adjusted Net Operating Income for the
prior fiscal quarter attributable to each Real Property Asset acquired during the last four fiscal quarters multiplied by (y) four
(4) divided by (ii) the Capitalization Rate, plus (b) with respect to each Real Property Asset acquired during such prior four
fiscal quarters, the book value of such Real Property Asset; provided that the Company may, at its discretion, make a one
time irrevocable election to value a Real Property Asset acquired during the prior four fiscal quarters in an amount equal to (i)
the quotient of (A) an amount equal to (y) the Adjusted Net Operating Income from such Real Property Asset multiplied by (z)
four (4) divided by (B) the Capitalization Rate, plus (c) unrestricted Cash Equivalents, plus (d) the book value of Real Property
Assets that constitute unimproved land holdings, plus (e) the book value of Real Property Assets that constitute construction in
progress, plus (f) the carrying value of performing mortgage loans, plus (g) the Parent Guarantor’s and Subsidiaries’
pro rata share of the forgoing items and components attributable to interests in Unconsolidated Joint Ventures.


 


Notwithstanding the
foregoing, to the extent (A) the amount of Consolidated Total Asset Value attributable to mortgage loans would exceed five percent
(5%) of Consolidated Total Asset Value, such excess shall be excluded from Consolidated Total Asset Value, (B) the amount of Consolidated
Total Asset Value attributable to construction in progress would exceed fifteen percent (15%) of Consolidated Total Asset Value,
such excess shall be excluded from Consolidated Total Asset Value, (C) the amount of Consolidated Total Asset Value attributable
to unimproved land (calculated on the basis of acquisition cost) would exceed five percent (5%) of Consolidated Total Asset Value,
such excess shall be excluded from Consolidated Total Asset Value, (D) the amount of Consolidated Total Asset Value attributable
to Investments in unconsolidated partnerships and joint ventures would exceed twenty percent (20%) of Consolidated Total Asset
Value, such excess shall be excluded from Consolidated Total Asset Value and (E) the amount of Consolidated Total Asset Value attributable
to assets of the types referred to in the immediately preceding clauses (A) through (D) would exceed twenty percent (20%) of Consolidated
Total Asset Value in the aggregate, such excess shall be excluded from Consolidated Total Asset Value.


 


“Consolidated
Unencumbered Leverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated Unsecured Indebtedness
as of such date to (b) the Unencumbered Asset Pool Value.


 


“Consolidated
Unsecured Indebtedness” means, as of any date of determination, for the Parent Guarantor and its Subsidiaries on a consolidated
basis, Consolidated Funded Indebtedness that is not Consolidated Secured Indebtedness.


 


“Default”
means an event or condition the occurrence or existence of which would, with the lapse of time or the giving of notice or both,
become an Event of Default.






    
	A-5

 


     


    

“Default Rate”
means that rate of interest per annum that is the greater of (a) 2% above the rate of interest stated in clause (a) of
the first paragraph of the Notes or (b) 2% over the rate of interest publicly announced by KeyBank National Association in
New York, New York as its “base” or “prime” rate.


 


“Disclosure
Documents” is defined in Section 5.3.


 


“Disposition”
or “Dispose” means the sale, transfer, license, lease or other disposition (including any sale and leaseback
transaction) of any property by any Person, including any sale, assignment, transfer or other disposal, with or without recourse,
of any notes or accounts receivable or any rights and claims associated therewith; it being understood that Disposition shall not
include an arrangement that solely results in a Permitted Lien.


 


“Domestic
Subsidiary” means any Subsidiary that is organized under the laws of any political subdivision of the United States.


 


“EDGAR”
means the SEC’s Electronic Data Gathering, Analysis and Retrieval System or any successor SEC electronic filing system for
such purposes.


 


“Eligible
Ground Lease” means, at any time, a ground lease (a) under which an Obligor or a UAP Subsidiary is the lessee and
is the fee owner of (or leases) the structural improvements located thereon, (b) that has a remaining term of not less than
thirty (30) years (including the initial term and any additional extension options that are solely at the option of such Obligor
or such UAP Subsidiary), (c) such ground lease (or a related document executed by the applicable ground lessor) contains customary
provisions protective of a first mortgage lender to the lessee and (d) where such Obligor’s or UAP Subsidiary’s
interest in the underlying Real Property Asset or the lease is not subordinate to any Lien other than the Eligible Ground Lease
itself, any fee mortgage (if such fee mortgage has non-disturbed such Obligor or UAP Subsidiary pursuant to a non-disturbance agreement
reasonably satisfactory to the Required Holders), any Liens permitted by Section 10.5 and other encumbrances reasonably acceptable
to the Required Holders, in their discretion.


 


“Environmental
Laws” means any and all federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments,
orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution
and the protection of the environment or the release of any materials into the environment, including those related to Hazardous
Materials.


 


“Environmental
Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental
remediation, fines, penalties or indemnities), of the Company, any other Obligor or any of their respective Subsidiaries directly
or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation,
storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened
release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant
to which liability is assumed or imposed with respect to any of the foregoing.






    
	A-6

 


     


    

“Equity Interests”
means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person,
all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or
other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital
stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition
from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including
partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options,
rights or other interests are outstanding on any date of determination.


 


“ERISA”
means the Employee Retirement Income Security Act of 1974 and the rules and regulations promulgated thereunder from time to time
in effect.


 


“ERISA Affiliate”
means any trade or business (whether or not incorporated) that is treated as a single employer together with the Company under
section 414 of the Code.


 


“Event of
Default” is defined in Section 11.


 


“FASB”
means the Accounting Standards Codification of the Financial Accounting Standards Board.


 


“FATCA”
means (a) sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that
is substantively comparable and not materially more onerous to comply with), together with any current or future regulations or
official interpretations thereof, (b) any treaty, law or regulation of any other jurisdiction, or relating to an intergovernmental
agreement between the United States of America and any other jurisdiction, which (in either case) facilitates the implementation
of the foregoing clause (a), and (c) any agreements entered into pursuant to section 1471(b)(1) of the Code.


 


“Form 10-K”
is defined in Section 7.1(b).


 


“Form 10-Q”
is defined in Section 7.1(a).


 


“Funded Indebtedness”
means the sum of the following (whether or not included as indebtedness or liabilities in accordance with GAAP):


 


(a)all obligations for
borrowed money, whether current or long term (including the obligations hereunder and under the Notes), and all obligations evidenced
by bonds, debentures, notes, loan agreements or other similar instruments;


 


(b)all purchase money
indebtedness (including indebtedness and obligations in respect of conditional sales and title retention arrangements, except for
customary conditional sales and title retention arrangements with suppliers that are entered into in the ordinary course of business)
and all indebtedness and obligations in respect of the deferred purchase price of property or services (other than trade accounts
payable incurred in the ordinary course of business and payable on customary trade terms that are not overdue) and bona fide earnout
obligations and holdbacks that are contingent on future performance);






    
	A-7

 


     


    

(c)all direct obligations
under letters of credit (including standby and commercial), bankers’ acceptances and similar instruments (including bank
guaranties, surety bonds, comfort letters, keep well agreements and capital maintenance agreements) to the extent such instruments
or agreements support financial, rather than performance, obligations;


 


(d)Attributable Indebtedness;


 


(e)all preferred stock
and comparable equity interests providing for mandatory redemption, sinking fund or other like payments;


 


(f)without duplication,
guarantees and other support obligations in respect of Funded Indebtedness of another Person;


 


(g)Funded Indebtedness
of any partnership or joint venture or other similar entity in which an Obligor or any of its Subsidiaries is a general partner
or joint venturer, and, as such, has personal liability for such obligations, but only to the extent there is recourse to any Obligor
or any such Subsidiary for payment thereof; and


 


(h)Swap Termination Value
under any Swap Contracts.


 


For purposes hereof, the amount of Funded
Indebtedness shall be determined based on (A) in the case of borrowed money indebtedness under clause (a) above and purchase money
indebtedness and deferred purchase obligations under clause (b) above, the then outstanding principal amount, (B) in the case of
letter of credit obligations and the other obligations under clause (c) above, the maximum amount available to be drawn, and (C)
in the case of support obligations under clause (f) above, based on the amount of Funded Indebtedness that is the subject of the
support obligations. For clarification purposes, “Funded Indebtedness” shall not include intercompany indebtedness
of the Obligors and their Subsidiaries, general accounts payable of the Obligors and their Subsidiaries which arise in the ordinary
course of business, accrued expenses of the Obligors and their Subsidiaries incurred in the ordinary course of business or minority
interests in joint ventures or limited partnerships (except to the extent set forth in clause (g) above).


 


Notwithstanding anything to the contrary
in this Agreement or any other Note Document, the calculation of Funded Indebtedness shall not include any fair value adjustments
to the carrying value of liabilities to record such liabilities at fair value pursuant to electing the fair value option election
under FASB ASC 825-10-25 (formerly known as FAS 159, The Fair Value Option for Financial Assets and Financial Liabilities) or other
FASB standards allowing entities to elect fair value option for financial liabilities. Accordingly, the amount of liabilities shall
be the historical cost basis, which generally is the contractual amount owed adjusted for amortization or accretion of any premium
or discount.






    
	A-8

 


     


    

“GAAP”
means (a) generally accepted accounting principles as in effect from time to time in the United States of America and (b) for
purposes of Section 9.6, with respect to any Subsidiary, generally accepted accounting principles (including International
Financial Reporting Standards, as applicable) as in effect from time to time in the jurisdiction of organization of such Subsidiary.


 


“Governmental
Authority” means


 


(a)the government of


 


(i)the United States of
America or any state or other political subdivision thereof, or


 


(ii)any other jurisdiction
in which the Parent Guarantor or any of its Subsidiaries conducts all or any part of its business, or which asserts jurisdiction
over any properties of the Parent Guarantor or any of its Subsidiaries, or


 


(b)any entity exercising
executive, legislative, judicial, regulatory or administrative functions of, or pertaining to, any such government.


 


“Governmental
Official” means any governmental official or employee, employee of any government-owned or government-controlled entity,
political party, any official of a political party, candidate for political office, official of any public international organization
or anyone else acting in an official capacity.


 


“Guarantee”
means, as to any Person, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect
of guaranteeing any Indebtedness or other obligation payable or performable by another Person (the “primary obligor”)
in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase
or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease
property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of
the payment or performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity capital or any other
financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor
to pay such Indebtedness or other obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee
in respect of such Indebtedness or other obligation of the payment or performance thereof or to protect such obligee against loss
in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other obligation
of any other Person, whether or not such Indebtedness or other obligation is assumed by such Person (or any right, contingent or
otherwise, of any holder of such Indebtedness to obtain any such Lien).  The amount of any Guarantee shall be deemed
to be the lesser of (x) an amount equal to the stated or determinable amount of the primary obligation in respect of which such
Guarantee is made and (y) the maximum amount for which such guaranteeing Person may be liable pursuant to the terms of the instrument
embodying such Guarantee unless such primary obligation and the maximum amount for which such guaranteeing Person may be liable
are not stated or determinable, in which case the amount of such Guarantee shall be such guaranteeing Person’s maximum reasonably
anticipated liability in respect thereof as determined by the Company in good faith.  The term “Guarantee”
as a verb has a corresponding meaning.






    
	A-9

 


     


    

“Guarantors”
means, collectively, (a) the Parent Guarantor and (b) each of the Subsidiary Guarantors.


 


“Guaranty”
is defined in Section 2.2.


 


“Hazardous
Materials” means any and all pollutants, toxic or hazardous wastes or other substances that might pose a hazard to health
and safety, the removal of which may be required or the generation, manufacture, refining, production, processing, treatment, storage,
handling, transportation, transfer, use, disposal, release, discharge, spillage, seepage or filtration of which is or shall be
restricted, prohibited or penalized by any applicable law, including asbestos, urea formaldehyde foam insulation, polychlorinated
biphenyls, petroleum, petroleum products, lead based paint, radon gas or similar restricted, prohibited or penalized substances.


 


“holder”
means, with respect to any Note, the Person in whose name such Note is registered in the register maintained by the Company pursuant
to Section 13.1, provided, however, that if such Person is a nominee, then for the purposes of Sections 7, 12, 17.2
and 18 and any related definitions in this Schedule A, “holder” shall mean the beneficial owner of such Note whose
name and address appears in such register.


 


“Incorporated
Covenant” is defined in Section 9.8(b).


 


“Indebtedness”
means, as to any Person at a particular time, without duplication, all of the following:


 


(a)all Funded Indebtedness
of such Person;


 


(b)all other obligations
(other than Intangible Liabilities) that would constitute obligations on the balance sheet of such Person, as determined in accordance
with GAAP; and


 


(c)all Guarantees of
such Person in respect of any of the foregoing.


 


Notwithstanding anything to the contrary
in this Agreement or any other Note Document, the calculation of Indebtedness shall not include any fair value adjustments to the
carrying value of liabilities to record such liabilities at fair value pursuant to electing the fair value option election under
FASB ASC 825-10-25 (formerly known as FAS 159, The Fair Value Option for Financial Assets and Financial Liabilities) or other FASB
standards allowing entities to elect fair value option for financial liabilities. Accordingly, the amount of liabilities shall
be the historical cost basis, which generally is the contractual amount owed adjusted for amortization or accretion of any premium
or discount.


 


“INHAM Exemption”
is defined in Section 6.2(e).






    
	A-10

 


     


    

“Institutional
Investor” means (a) any Purchaser of a Note, (b) any holder of a Note holding (together with one or more of
its affiliates) more than 5% of the aggregate principal amount of the Notes then outstanding, (c) any bank, trust company,
savings and loan association or other financial institution, any pension plan, any investment company, any insurance company, any
broker or dealer, or any other similar financial institution or entity, regardless of legal form, and (d) any Related Fund
of any holder of any Note.


 


“Intangible
Liabilities” means liabilities that are considered to be intangible liabilities under GAAP.


 


“Investment”
means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase
or other acquisition of capital stock or other securities of another Person, (b) a loan, advance or capital contribution to,
Guarantee or assumption of debt of, or purchase or other acquisition of any other debt or equity participation or interest in,
another Person, including any partnership or joint venture interest in such other Person and any arrangement pursuant to which
the investor Guarantees Indebtedness of such other Person, or (c) the purchase or other acquisition (in one transaction or
a series of transactions) of assets of another Person that constitute a business unit.  For purposes of covenant compliance,
the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in
the value of such Investment.


 


“Joinder to
the Guaranty” is defined in Section 9.7(a).


 


“Laws”
means, collectively, all international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances,
codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental
Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed
duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether
or not having the force of law.


 


“Lien”
means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or
preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or
nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance
on title to real property, and any financing lease having substantially the same economic effect as any of the foregoing).


 


“Make-Whole
Amount” is defined in Section 8.7.


 


“Material”
means material in relation to the business, operations, affairs, financial condition, assets, properties, or prospects of the Parent
Guarantor, the Company and their respective Subsidiaries taken as a whole.






    
	A-11

 


     


    

“Material
Acquisition” means a simultaneous acquisition by the Company or its Subsidiaries of one or more assets with a purchase
price of ten percent (10%) or more of Consolidated Total Asset Value immediately prior to such acquisition.


 


“Material
Adverse Effect” means a material adverse effect on (a) the business, operations, affairs, financial condition, assets
or properties of the Parent Guarantor, the Company and their respective Subsidiaries taken as a whole, (b) the ability of
the Company to perform its obligations under this Agreement and the Notes, (c) the ability of the Parent Guarantor or any
Subsidiary Guarantor to perform its obligations under this Agreement or any Guaranty, or (d) the validity or enforceability
of this Agreement, the Notes or any Guaranty.


 


“Material
Contract” means, any agreement the breach, nonperformance or cancellation of which could reasonably be expected to have
a Material Adverse Effect.


 


“Material
Credit Facility” means,


 


(a)the Second Amended
and Restated Credit Agreement, dated as of September 8, 2017, by and among the Company, the Parent Guarantor, certain subsidiaries
of the Parent Guarantor, Keybank National Association, as administrative agent, and the other lenders party thereto, including
any renewals, extensions, amendments, supplements, restatements, replacements or refinancing thereof (the “Bank Credit
Agreement”);


 


(b)The First Amended
and Restated Term Loan Agreement, dated as of September 8, 2017, by and among the Company, the Parent Guarantor, certain subsidiaries
of the Parent Guarantor, Keybank National Association, as administrative agent and the other lenders party thereto, including any
renewals, extensions, amendments supplements, restatements, replacements or refinancings thereof (the “Term Loan Agreement”);


 


(c)The Amended and Restated
Note Purchase Agreement, dated as of September 22, 2016, by and among the Company, the Parent Guarantor and certain institutional
investors party thereto, including any renewals, extensions, amendments supplements, restatements, replacements or refinancings
thereof (the “2016 Note Purchase Agreement”); and


 


(d)any other agreement(s)
creating or evidencing indebtedness for borrowed money entered into on or after the date of Closing by the Parent Guarantor, the
Company or any of their respective Subsidiaries, or in respect of which the Parent Guarantor, the Company or any of their respective
Subsidiaries is an obligor or otherwise provides a guarantee or other credit support, in a principal amount outstanding or available
for borrowing equal to or greater than the Threshold Amount (or the equivalent of such amount in the relevant currency of payment,
determined as of the date of the closing of such facility based on the exchange rate of such other currency); and if no credit
facility or credit facilities equal or exceed such amounts, then the largest credit facility shall be deemed to be a Material Credit
Facility. 






    
	A-12

 


     


    

“Material
Subsidiary” means any Domestic Subsidiary of the Parent Guarantor that either (a) owns (or ground leases, as applicable)
a UAP Property or other assets the value of which is included in the determination of Unencumbered Asset Pool Value and which at
any time (whether when such Real Property Asset becomes a UAP Property or thereafter) has incurred, acquired, suffered to exist,
or incurs, acquires or suffers to exist, or otherwise is liable with respect to any Funded Indebtedness that is not Non-Recourse
Indebtedness and not owing solely to the Parent Guarantor or a Domestic Subsidiary thereof that itself does not have any Funded
Indebtedness (whether as a borrower, co-borrower, guarantor, or otherwise), or (b) is the borrower or co-borrower under, guarantees,
or otherwise is or becomes obligated in respect of, any Funded Indebtedness that is not Non-Recourse Indebtedness and not owing
solely to the Parent Guarantor or a Domestic Subsidiary thereof that itself does not have any Funded Indebtedness; provided
that, in lieu of causing such Subsidiary to become a Guarantor as provided in Section 9.7, the Company may elect by delivery
of written notice to holders of the Notes to exclude such Subsidiary as a Guarantor provided any such Indebtedness of such Subsidiary
which is not Non-Recourse Indebtedness is recourse only to the Subsidiary and not recourse to any other Person, and provided further
that all assets owned directly or indirectly by the Subsidiary are excluded from the Unencumbered Asset Pool Value (and in each
such case, such Subsidiary shall cease to be a Material Subsidiary for all purposes hereunder).


 


“Maturity
Date” is defined in the first paragraph of each Note.


 


“Memorandum”
is defined in Section 5.3.


 


“More Favorable
Covenant” is defined in Section 9.8(a).


 


“Most Favored
Lender Notice” is defined in Section 9.8(c).


 


“Multiemployer
Plan” means any Plan that is a “multiemployer plan” (as such term is defined in section 4001(a)(3) of
ERISA).


 


“NAIC”
means the National Association of Insurance Commissioners.


 


“Non-Consensual
Liens” are Liens permitted by Sections 10.5(b) – 10.5(l), inclusive.


 


“Non-Recourse
Indebtedness” means Indebtedness of a Person in respect of which recourse for payment (except for normal and customary
exclusions from non-recourse indebtedness, such as fraud, intentional misrepresentation, misapplication of funds, waste, Environmental
Liabilities and voluntary bankruptcy until a claim is made with respect thereto, and then such Indebtedness shall not constitute
“Non-Recourse Indebtedness” to the extent of the amount of such claim) is contractually and solely limited to specific
assets of such Person encumbered by a Lien securing such Indebtedness and is not a general obligation of such Person.


 


“Non-U.S.
Plan” means any plan, fund or other similar program that (a) is established or maintained outside the United States
of America by the Parent Guarantor, the Company or any of their respective Subsidiaries primarily for the benefit of employees
of the Company or one or more Subsidiaries residing outside the United States of America, which plan, fund or other similar program
provides, or results in, retirement income, a deferral of income in contemplation of retirement or payments to be made upon termination
of employment, and (b) is not subject to ERISA or the Code.






    
	A-13

 


     


    

“Note Documents”
means this Agreement, the Guaranty and the Notes.


 


“Note Obligations”
means all obligations, liabilities and Indebtedness of every nature of the Company owing to any holder of Notes, including, without
limitation, all principal, interest and Make-Whole Amount owing on the Notes from time to time.


 


“Notes”
is defined in Section 1.


 


“Obligors”
means, collectively, the Company and each Guarantor.


 


“OFAC”
means the Office of Foreign Assets Control of the United States Department of the Treasury.


 


“OFAC Sanctions
Program” means any economic or trade sanction that OFAC is responsible for administering and enforcing. A list of OFAC
Sanctions Programs may be found at http://www.treasury.gov/resource-center/sanctions/Programs/Pages/Programs.aspx.


 


“Officer’s
Certificate” means a certificate of a Senior Financial Officer or of any other officer of the Company or a Guarantor,
as applicable, whose responsibilities extend to the subject matter of such certificate.


 


“Organization
Documents” means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws
(or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited
liability company, the certificate or articles of formation or organization and operating agreement; and (c) with respect
to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement
of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its
formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and,
if applicable, any certificate or articles of formation or organization of such entity.


 


“Parent Guarantor”
is defined in the first paragraph to this Agreement.


 


“PBGC”
means the Pension Benefit Guaranty Corporation referred to and defined in ERISA.


 


“Permitted
Lien” is a Lien permitted by Section 10.5.


 


“Person”
means an individual, partnership, corporation, limited liability company, association, trust, unincorporated organization, business
entity or Governmental Authority.






    
	A-14

 


     


    

“Plan”
means an “employee benefit plan” (as defined in section 3(3) of ERISA) subject to Title I of ERISA that is
or, within the preceding five years, has been established or maintained, or to which contributions are or, within the preceding
five years, have been made or required to be made, by the Parent Guarantor or any ERISA Affiliate or with respect to which the
Parent Guarantor or any ERISA Affiliate may have any liability.


 


“Primary Credit
Facility” means the agreements listed in (a) and (b) of the definition of Material Credit Facility.


 


“property”
or “properties” means, unless otherwise specifically limited, real or personal property of any kind, tangible
or intangible, choate or inchoate.


 


“Proposed
Prepayment Date” is defined in Section 8.3(b).


 


“PTE”
is defined in Section 6.2(a).


 


“Purchaser”
or “Purchasers” means each of the purchasers that has executed and delivered this Agreement to the Company and
such Purchaser’s successors and assigns (so long as any such assignment complies with Section 13.2), provided, however,
that any Purchaser of a Note that ceases to be the registered holder or a beneficial owner (through a nominee) of such Note as
the result of a transfer thereof pursuant to Section 13.2 shall cease to be included within the meaning of “Purchaser”
of such Note for the purposes of this Agreement upon such transfer.


 


“Purchaser
Schedule” means the Purchaser Schedule to this Agreement listing the Purchasers of the Notes and including their notice
and payment information.


 


“Qualified
Institutional Buyer” means any Person who is a “qualified institutional buyer” within the meaning of such
term as set forth in Rule 144A(a)(1) under the Securities Act.


 


“Qualified
Non-Wholly Owned Subsidiary” means a Subsidiary of the Company that at all times during the term of this Agreement meets
each of the following criteria: (a) the Company or a wholly-owned Subsidiary of the Company is the sole managing member or
general partner of such Subsidiary and retains, without limitation or restriction, control of all decisions relating to the financing,
sale, leasing and management of the UAP Property owned by such Subsidiary, (b) no more than 5.0% of the Equity Interests in
such Subsidiary are directly or indirectly owned by Persons other than the Company or a Subsidiary of the Company and (c) the
Organization Documents of such Subsidiary contain no restriction, condition or limitation on the ability of such Subsidiary to
become a Guarantor hereunder or pledge all or any part of its assets, including such UAP Property, as collateral security for the
Note Obligations.


 


“QPAM Exemption”
is defined in Section 6.2(d).


 


“Real Property
Asset” means, a parcel of real or leasehold property, together with all improvements (if any) thereon (including all
tangible personal property owned by the Person owning such real or leasehold property) owned in fee simple or leased pursuant to
an Eligible Ground Lease by any Person.  “Real Property Assets” means a collective reference to each Real
Property Asset.






    
	A-15

 


     


    

“REIT Status”
means, with respect to any Person, (a) the qualification of such Person as a real estate investment trust under sections 856 through
860 of the Code, and (b) the applicability to such Person and its shareholders of the method of taxation provided for in sections
857 et seq. of the Code.


 


“Related Fund”
means, with respect to any holder of any Note, any fund or entity that (a) invests in Securities or bank loans, and (b) is
advised or managed by such holder, the same investment advisor as such holder or by an affiliate of such holder or such investment
advisor.


 


“Required
Holders” means at any time (i) prior to the Closing, the Purchasers and (ii) on or after the Closing, the holders of
at least 51% in principal amount of the Notes at the time outstanding (exclusive of Notes then owned by the Parent Guarantor, the
Company or any of their respective Affiliates.


 


“Responsible
Officer” means any Senior Financial Officer and any other officer of the Parent Guarantor, the Subsidiary Guarantors
or the Company with responsibility for the administration of such matter.


 


“Restricted
Payment” means, with respect to any Person, any dividend or other distribution (whether in cash, securities or other
property) with respect to any capital stock or other Equity Interest of such Person, or any payment (whether in cash, securities
or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition,
cancellation or termination of any such capital stock or other Equity Interest of such Person, or on account of any return of capital
to such Person’s stockholders, partners or members (or the equivalent Person thereof).


 


“Sale and
Leaseback Transaction” means, with respect to any Obligor or any of its Subsidiaries, any arrangement, directly or indirectly,
with any Person whereby such Obligor or such Subsidiary shall sell or transfer any property used or useful in its business, whether
now owned or hereafter acquired, and thereafter rent or lease such property or other property that it intends to use for substantially
the same purpose or purposes as the property being sold or transferred.


 


“SEC”
means the Securities and Exchange Commission of the United States of America.


 


“Securities”
or “Security” shall have the meaning specified in section 2(a)(1) of the Securities Act.


 


“Securities
Act” means the Securities Act of 1933 and the rules and regulations promulgated thereunder from time to time in effect.


 


“Securitization
Transaction” means, with respect to any Person, any financing transaction or series of financing transactions (including
factoring arrangements) pursuant to which such Person or any Subsidiary of such Person may sell, convey or otherwise transfer,
or grant a security interest in, accounts, payments, receivables, rights to future lease payments or residuals or similar rights
to payment to a special purpose subsidiary or affiliate of such Person.






    
	A-16

 


     


    

“Senior Financial
Officer” means the chief financial officer, principal accounting officer, treasurer or comptroller of the Parent Guarantor
either directly or in its capacity as the general partner of the Company.


 


“Shareholders’
Equity” means, as of any date of determination, consolidated shareholders’ equity of the Parent Guarantors and
its Subsidiaries, as determined in accordance with GAAP.


 


“Source”
is defined in Section 6.2.


 


“State Sanctions
List” means a list that is adopted by any state Governmental Authority within the United States of America pertaining
to Persons that engage in investment or other commercial activities in Iran or any other country that is a target of economic sanctions
imposed under U.S. Economic Sanctions Laws.


 


“Subsidiary”
means, as to any Person, any other Person in which such first Person or one or more of its Subsidiaries or such first Person and
one or more of its Subsidiaries owns sufficient equity or voting interests to enable it or them (as a group) ordinarily, in the
absence of contingencies, to elect a majority of the directors (or Persons performing similar functions) of such second Person,
and any partnership or joint venture if more than a 50% interest in the profits or capital thereof is owned by such first Person
or one or more of its Subsidiaries or such first Person and one or more of its Subsidiaries (unless such partnership or joint venture
can and does ordinarily take major business actions without the prior approval of such Person or one or more of its Subsidiaries).
Unless the context otherwise clearly requires, any reference to a “Subsidiary” is a reference to a Subsidiary of the
Parent Guarantor.


 


“Subsidiary
Guarantor” means each Subsidiary that has executed and delivered the Guaranty or has executed and delivered the Joinder
to the Guaranty.


 


“Substitute
Purchaser” is defined in Section 21.


 


“SVO”
means the Securities Valuation Office of the NAIC.


 


“Swap Contract”
means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity
swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index
swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign
exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate
swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing
(including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any
master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms
and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association,
Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with
any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master
Agreement.






    
	A-17

 


     


    

“Swap Termination
Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable
netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out
and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date
referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based
upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts.


 


“Synthetic
Lease Obligation” means the monetary obligation of a Person under (a) a so-called synthetic, off-balance sheet or tax
retention lease, or (b) an agreement for the use or possession of property creating obligations that do not appear on the balance
sheet of such Person but which, upon the insolvency or bankruptcy of such Person, would be characterized as the indebtedness of
such Person (without regard to accounting treatment).


 


“Threshold
Amount” means (a) with respect to Indebtedness that is recourse to an Obligor or any of its Subsidiaries, $35,000,000,
(b) with respect to Indebtedness that is not recourse to any Obligor or any of its Subsidiaries, $150,000,000 and (c) with respect
to all other matters, $35,000,000.


 


“UAP Property”
means a Real Property Asset that is (i) directly owned by the Company, a Guarantor that is a direct or indirect wholly-owned Subsidiary
of the Company or a Qualified Non-Wholly Owned Subsidiary or a UAP Subsidiary, (ii) a retail property located in the United States
and is not unimproved land or assets under development, (iii) either owned in fee simple or subject to an Eligible Ground
Lease interest reasonably acceptable to the Required Holders, (iv) free of material environmental problems, (v) is not subject
to any Liens other than (A) Permitted Liens set forth in Section 10.5(a)-(l) or (B) Permitted Liens set forth in Section 10.5(n)
that are (i) in favor of and for the ratable benefit of the Holders or (ii) secure Indebtedness that would otherwise be Consolidated
Unsecured Indebtedness and all Note Obligations equally and ratably pursuant to an agreement consistent with Section 10.5(n)(ii),
and (vi) is not subject to any agreement by any Obligor not to grant a Lien on such UAP Property securing the Note Obligations
except for an agreement consistent with the provisions of Section 10.5(n)(ii).


 


“UAP Subsidiary”
means each Subsidiary of the Company and each Qualified Non-Wholly Owned Subsidiary which owns (or ground leases, as applicable)
a UAP Property.


 


“Unconsolidated
Joint Venture” means any Investment in a Person by the Parent Guarantor or one of its Subsidiaries in which such Person
is not consolidated with the Parent Guarantor for GAAP purposes.






    
	A-18

 


     


    

“Unencumbered
Asset Pool Value” means, as of any date of determination, an amount equal to the sum of (a) for all UAP Properties that
have been owned for more than twelve months, the quotient of (i) an amount equal to (A) the Adjusted Net Operating Income
from such UAP Properties multiplied by (B) four (4) divided by (ii) the Capitalization Rate plus (b) for all UAP Properties not
owned on the date of Closing that have been owned for twelve months or less and for all UAP Properties that have been owned for
twelve months or less, at the discretion of the Company, (i) the book value (as defined by GAAP) of any such UAP Property or (ii)
the value of any such UAP Property as determined by the calculation in clause (a) above; provided that when calculating the Unencumbered
Asset Pool Value, the following limitations shall apply:


 


(A)no more than 20% of
the aggregate value of the Unencumbered Asset Pool Value can be contributed by any individual UAP Property;


 


(B)no more than 15% of
aggregate Adjusted Net Operating Income used in calculating the Unencumbered Asset Pool Value can be contributed by any single
tenant;


 


(C)no more than 15% of
the aggregate value of the Unencumbered Asset Pool Value can be contributed by UAP Properties subject to Eligible Ground Leases
(rather than owned in fee simple);


 


(D)no more than 15% of
the aggregate value of the Unencumbered Asset Pool Value can be contributed by UAP Properties owned by Qualified Non-Wholly Owned
Subsidiaries of the Company;


 


(E)each UAP Property
contributing to the Unencumbered Asset Pool Value shall have a minimum occupancy (leased and tenant current on all payments) of
not less than 70% (“Minimum Economic Occupancy”); provided that up to 15% of the aggregate value of the
UAP Properties contributing to the Unencumbered Asset Pool Value can be comprised of Real Property Assets acquired in any preceding
twelve month period that do not meet the Minimum Economic Occupancy requirement; and


 


(F)no more than 10% of
the Unencumbered Asset Pool Value can be contributed by single tenant properties.


 


Furthermore, in calculating
the Unencumbered Asset Pool Value, to the extent any UAP Property is owned by a Qualified Non-Wholly Owned Subsidiary, the Unencumbered
Asset Pool Value otherwise attributable to such UAP Property shall be reduced based on the economic and distribution interests
of minority holders to account for the ownership, directly or indirectly, by Persons other than the Parent Guarantor or a Subsidiary
of the Parent Guarantor of Equity Interests in such Qualified Non-Wholly Owned Subsidiary.


 


“United States
Person” has the meaning set forth in section 7701(a)(30) of the Code.


 


“USA PATRIOT
Act” means United States Public Law 107-56, Uniting and Strengthening America by Providing Appropriate Tools Required
to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001 and the rules and regulations promulgated thereunder from time
to time in effect.






    
	A-19

 


     


    

 


“U.S. Economic
Sanctions Laws” means those laws, executive orders, enabling legislation or regulations administered and enforced by
the United States pursuant to which economic sanctions have been imposed on any Person, entity, organization, country or regime,
including the Trading with the Enemy Act, the International Emergency Economic Powers Act, the Iran Sanctions Act, the Sudan Accountability
and Divestment Act and any other OFAC Sanctions Program.


 


“Voting Stock”
means, with respect to any Person, Equity Interests issued by such Person the holders of which are ordinarily, in the absence of
contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such Person, even though
the right so to vote has been suspended by the happening of such a contingency.


 


“Wholly-Owned
Subsidiary” means, at any time, any Subsidiary all of the equity interests (except directors’ qualifying shares)
and voting interests of which are owned by any one or more of Parent Guarantor, the Company and the Company’s or the Parent
Guarantor’s other Wholly-Owned Subsidiaries at such time.






    
	A-20

 


     


    

[Form of Note]


Retail Opportunity Investments
Partnership, LP


4.19% Senior Note Due December
15, 2027


 





	No. RA-[_____]	[Date]
	$[_______]	PPN      76132F
A@6



 



For
Value Received, the undersigned, Retail Opportunity Investments Partnership, LP (herein called the “Company”),
a Delaware limited partnership, hereby promises to pay to [____________], or registered assigns, the principal sum of [_____________________]
Dollars (or so much thereof as shall not have been prepaid) on December 15, 2027
(the “Maturity Date”), with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on
the unpaid balance hereof at the rate of 4.19% per annum from the date hereof, payable semiannually, on the fifteenth day of June
and December in each year, commencing with the June 15th or December 15th next succeeding the date hereof,
and on the Maturity Date, until the principal hereof shall have become due and payable, and (b) to the extent permitted by
law, (x) on any overdue payment of interest and (y) during the continuance of an Event of Default, on such unpaid balance
and on any overdue payment of any Make-Whole Amount, at a rate per annum from time to time equal to the greater of (i) 6.19%
or (ii) 2% over the rate of interest publicly announced by KeyBank National Association from time to time in New York, New
York as its “base” or “prime” rate, payable semiannually as aforesaid (or, at the option of the registered
holder hereof, on demand).


 


Payments of principal
of, interest on and any Make-Whole Amount with respect to this Note are to be made in lawful money of the United States of America
at the offices of the Company or at such other place as the Company shall have designated by written notice to the holder of this
Note as provided in the Note Purchase Agreement referred to below.


 


This Note is one of
a series of Senior Notes (herein called the “Notes”) issued pursuant to the Note Purchase Agreement, dated as
of November 10, 2017 (as from time to time amended, the “Note Purchase Agreement”), between the Company,
Retail Opportunity Investments Corp. (the “Parent Guarantor”) and the respective Purchasers named therein and
is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, to have (i) agreed
to the confidentiality provisions set forth in Section 20 of the Note Purchase Agreement and (ii) made the representation
set forth in Section 6.2 of the Note Purchase Agreement. Unless otherwise indicated, capitalized terms used in this Note shall
have the respective meanings ascribed to such terms in the Note Purchase Agreement.


 


This Note is a registered
Note and, as provided in the Note Purchase Agreement, upon surrender of this Note for registration of transfer accompanied by a
written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in
writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due
presentment for registration of transfer, the Company may treat the Person in whose name this Note is registered as the owner hereof
for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary.






    
	SCHEDULE 1
	(to Note Purchase Agreement)

 


     


    

Pursuant to a Guaranty
dated as of December 15, 2017, the Parent Guarantor, operating as a real estate investment trust and certain subsidiaries,
have each absolutely and unconditionally guaranteed payment in full of the principal of, Make-Whole Amount, if any, and interest
on this Note and performance by the Company of all of its obligations contained in the Note Purchase Agreement all on the terms
set forth in such Guaranty.


 


This Note is subject
to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreement,
but not otherwise.


 


If an Event of Default
occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the
price (including any applicable Make-Whole Amount) and with the effect provided in the Note Purchase Agreement.


 


This Note shall be
construed and enforced in accordance with, and the rights of the Company and the holder of this Note shall be governed by, the
law of the State of New York excluding choice-of-law principles of the law of such State that would permit the application of the
laws of a jurisdiction other than such State.


 


	 	Retail Opportunity Investments Partnership, LP
	 	By: 	Retail Opportunity Investments
GP, LLC Its General Partner
	 	 	 
	 	 	 
	 	By 	 
	 	 	Name: Michael B. Haines
	 	 	Title: Chief Financial
Officer



 







    
	1-2

 


     


    

Schedule 3


 


Wire Transfer Instructions


 


 


Account Name:


 


Account No.:


 


Bank Name:


 


Bank Address:


 


Bank Routing No.:


 


 


 






    
	SCHEDULE 3
	(to Note Purchase Agreement)

 


     


    

Form of Opinion of Special
Counsel

For The Company


 


[To Be Provided on a Case by Case Basis]


 


 


 


 


 


 






    
	SCHEDULE 4.4(a)
	(to Note Purchase Agreement)

 


     


    

Form of Opinion of Special
Counsel

For The Purchasers


 


[To Be Provided on a Case by Case Basis]


 


 


 


 


 


 


 






    
	SCHEDULE 4.4(b)
	(to Note Purchase Agreement)

 


     


    

Schedule 5.3


Disclosure Materials


 


Information Obtained by
Purchaser Through Public Filings


 


		1.	Amended and Restated Term Loan Agreement



		2.	Amended and Restated Credit Agreement



		3.	ROIC Supplemental Disclosure Quarterly Reports



		4.	ROIC Annual Proxy Statements



		5.	ROIC Annual Reports on Form 10-K



		6.	ROIC Quarterly Reports on Form 10-Q



		7.	First Amendment to Amended and Restated Note Purchase Agreement



 


 


 






    
	SCHEDULE 5.3
	(to Note Purchase Agreement)

 


     


    

Schedule 5.4


Subsidiaries of the Parent
Guarantor and Company and

Ownership of Subsidiary Stock


(i)       Subsidiaries:*


 


	
        Retail Opportunity Investments Corp.

        Schedule of Entities

        September 30, 2017
	 	 	 


 


	Entity	Jurisdiction of Org.	Owner1
	 	 	GP (% Interest)	LP (% Interest)
	Retail Opportunity Investments Corp.	MD	Shareholders
	Retail Opportunity Investments GP, LLC	DE	Retail Opportunity Investments Corp.
	ROIC TUO, LLC	DE	Retail Opportunity Investments Corp.
	Retail Opportunity Investments Partnership, LP	DE	Retail 

Opportunity 

Investments GP, 

LLC (1%)	Retail Opportunity 

Investments Corp. (89.3%)
	ROIC Washington, LLC	DE	Retail Opportunity Investments Partnership, LP
	ROIC Oregon, LLC	DE	Retail Opportunity Investments Partnership, LP
	ROIC California, LLC	DE	Retail Opportunity Investments Partnership, LP
	ROIC STV, LLC	DE	Retail Opportunity Investments Partnership, LP
	ROIC Santa Ana, LLC	DE	Retail Opportunity Investments Partnership, LP
	ROIC Pinole Vista, LLC	DE	Retail Opportunity Investments Partnership, LP
	ROIC Hillsboro, LLC	DE	Retail Opportunity Investments Partnership, LP
	ROIC Paramount Plaza, LLC	DE	Retail Opportunity Investments Partnership, LP



 


________________________


 


*
At Closing, no Subsidiaries will be a Subsidiary Guarantor.


 


1
Unless otherwise noted by percentages, the owner listed is the 100% owner of the entity.


    
	SCHEDULE 5.4
	(to Note Purchase Agreement)

 


     


    





	Entity	Jurisdiction of Org.	Owner1
	 	 	GP (% Interest)	LP (% Interest)
	ROIC Phillips Ranch, LLC	DE	Retail 

Opportunity 

Investments 

Partnership, LP, 

Managing 

Member 

(99.97%)	MCC Realty III, LLC, Non-

Managing Member (.03%)
	ROIC Phillips Ranch, TRS	DE	ROIC Phillips Ranch, LLC
	ROIC Cypress West, LLC	DE	Retail Opportunity Investments Partnership, LP
	ROIC Zephyr Cove, LLC	DE	Retail Opportunity Investments Partnership, LP
	ROIC Crossroads GP, LLC	DE	Retail Opportunity Investments Partnership, LP
	ROIC Crossroads LP, LLC	DE	Retail Opportunity Investments Partnership, LP
	Terranomics Crossroads Associates, LP	CA	Terranomics 

Crossroads 

Associates GP 

Interest2	Terranomics Crossroads 

Associates LP Interest3
	SARM Five Points Plaza, LLC	WA	Retail Opportunity Investments Partnership, LP
	ROIC DBTC, LLC	DE	Retail Opportunity Investments Partnership, LP
	ROIC Redondo Beach Plaza, LLC	DE	Retail Opportunity Investments Partnership, LP
	ROIC Robinwood, LLC	DE	Retail Opportunity Investments Partnership, LP
	ROIC Creekside Plaza, LLC	DE	Retail Opportunity Investments Partnership, LP
	ROIC Park Oaks, LLC	DE	Retail Opportunity Investments Partnership, LP


 


________________________


 


2
Terranomics Crossroads Associates GP and LP interests are wholly-owned by Retail Opportunity Investments Partnership,
L.P.


 


3
Terranomics Crossroads Associates GP and LP interests are wholly-owned by Retail Opportunity Investments Partnership,
L.P.





    
	-5.4-2-

 


     


    





	Entity	Jurisdiction of Org.	Owner1
	 	 	GP (% Interest)	LP (% Interest)
	ROIC Diamond Hills Plaza, LLC	DE	Retail Opportunity Investments Partnership, LP
	ROIC Warner Plaza, LLC	DE	Retail Opportunity Investments Partnership, LP
	ROIC Four Corner Square, LLC	DE	Retail Opportunity Investments Partnership, LP
	ROIC Casitas Plaza, LLC	DE	Retail Opportunity Investments Partnership, LP
	ROIC Magnolia Center, LLC	DE	Retail Opportunity Investments Partnership, LP
	ROIC Bouquet Center, LLC	DE	Retail Opportunity Investments Partnership, LP
	ROIC Monterey, LLC	DE	Retail Opportunity Investments Partnership, LP
	ROIC IGAP, LLC	DE	Retail Opportunity Investments Partnership, LP
	ROIC Riverstone Marketplace, LLC	DE	Retail Opportunity Investments Partnership, LP
	ROIC Fullerton Crossroads, LLC	DE	Retail Opportunity Investments Partnership, LP


 


(ii)       Parent Guarantor’s
Directors and Senior Officers:


 


Directors


 


Richard. A. Baker, Chairman


Michael J. Indiveri


Edward H. Meyer


Lee S. Neibart


Charles J. Persico


Laura H. Pomerantz


Stuart A. Tanz


Eric S. Zorn


 


Senior Officers


 


Stuart A. Tanz, Chief Executive Officer


Michael B. Haines, Chief Financial Officer


Richard K. Schoebel, Chief Operating Officer






    
	-5.4-3-

 


     


    

Schedule 5.5


 


Financial Statements of
the Parent Guarantor


 


Annual Report on Form 10-K for the Fiscal Year Ended December
31, 2016


Annual Report on Form 10-K for the Fiscal Year Ended December
31, 2015


Annual Report on Form 10-K for the Fiscal Year Ended December
31, 2014


Annual Report on Form 10-K for the Fiscal Year Ended December
31, 2013


Annual Report on Form 10-K for the Fiscal Year Ended December
31, 2012


Annual Report on Form 10-K for the Fiscal Year Ended December
31, 2011


 


Form 10-Q for the quarterly period ended March 31, 2017


Form 10-Q for the quarterly period ended June 30, 2017


Form 10-Q for the quarterly period ended September 30, 2017


 


 



    
	SCHEDULE 5.5
	(to Note Purchase Agreement)

 


     


    




	
        Schedule 5.15

        Existing
        Indebtedness 

	 	 	 	 	 	 	 	 	 	 	 	 	Final	 	Outstanding
	Obligor(s)	 	Creditor	 	
        CUSIP
        or ISIN

        (if
        applicable)
	 	Description of 

Indebtedness	 	Interest Rate(s)	 	Collateral	 	Maturity	 	Principal Amount
	Company	 	Bank Syndicate	 	N/A	 	Amended and Restated 

Credit Agreement 	 	LIBOR + 1%	 	None	 	9/8/2021	 	$317,000,000
	Company	 	Bank Syndicate	 	N/A	 	Amended and Restated 

Term Loan Agreement	 	LIBOR + 1.1%	 	None	 	9/81/2022	 	$300,000,000
	Company	 	Various	 	ISIN = US76132FAA5	 	Senior Notes due 2023	 	5.00%	 	Unsecured	 	12/15/23	 	$250,000,000
	Company	 	Various	 	ISIN = US76132FAB31	 	Senior Notes due 2024	 	4.00%	 	Unsecured	 	12/15/24	 	$250,000,000
	ROIC STV, LLC	 	Lincoln National Life	 	N/A	 	Property Level Loan	 	6.20%	 	Santa Teresa Village	 	2/1/18	 	$10,201,000
	ROIC Magnolia Center, LLC	 	Variable Annuity Life	 	N/A	 	Property Level Loan	 	5.50%	 	Magnolia Shopping Center	 	10/1/18	 	$8,998,000
	ROIC Casitas Plaza, LLC	 	Minnesota Life	 	N/A	 	Property Level Loan	 	5.32%	 	Casitas Plaza 	 	6/1/22	 	$7,343,000
	ROIC Diamond Hills Plaza, LLC	 	PNC Bank	 	N/A	 	Property Level Loan	 	3.55%	 	Diamond Hills Plaza	 	10/1/25	 	$35,500,000
	Company	 	Various	 	PPN 76132F A*8	 	Senior Notes due 2026	 	3.95%	 	Unsecured	 	9/22/2026	 	$200,000,000
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	ROIC Riverstone Marketplace, LLC	 	Prudential	 	N/A	 	Property Level Loan	 	4.96%	 	Riverstone Marketplace	 	7/1/2022	 	$14,484,000
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	ROIC Fullerton Crossroads, LLC	 	Goldman Sachs	 	N/A	 	Property Level Loan	 	4.728%	 	Fullerton Crossroads	 	4/6/2024	 	$26,000,000



 


 


 



    
	SCHEDULE 5.15
	(to Note Purchase Agreement)

 


     


    

Schedule 10.5


Existing Liens


 


	Obligor(s)	 	Creditor	 	
        Description
        of

        Indebtedness
	 	
        Interest

        Rate(s)
	 	Collateral
	ROIC STV, LLC	 	Lincoln National Life	 	Property Level Loan	 	6.20%	 	Santa Teresa Village
	ROIC Magnolia Center, LLC	 	Variable Annuity Life	 	Property Level Loan	 	5.50%	 	Magnolia Shopping Center
	ROIC Casitas Plaza, LLC	 	Minnesota Life	 	Property Level Loan	 	5.32%	 	Casitas Plaza 
	ROIC Diamond Hills Plaza, LLC	 	PNC Bank	 	Property Level Loan	 	3.55%	 	Diamond Hills Plaza
	ROIC Riverside Marketplace, LLC	 	Prudential	 	Property Level Loan	 	4.96%	 	Riverside Marketplace
	ROIC Fullerton Crossroads, LLC	 	Goldman Sachs	 	Property Loan Level	 	4.728%	 	Fullerton Crossroads



 


 


 


 






    
	SCHEDULE 10.5
	(to Note Purchase Agreement)

 


     


    

Exhibit 2.2


Form of Guaranty


 


 


 


 


 






    
	EXHIBIT 2.2
	(to Note Purchase Agreement)

 


     


    

Retail
Opportunity Investments Partnership, LP


8905
Towne Centre Drive, Suite 108


San
Diego, CA 92122


Information
Relating to Purchasers


 


	Name and Address of Purchaser	Principal Amount of Notes

to be Purchased
	 	 


 


 


 


 


 


 





Purchaser
Schedule

(to Note Purchase Agreement)